Common use of Power of Attorney; Further Assurances Clause in Contracts

Power of Attorney; Further Assurances. (a) Each Grantor authorizes the Secured Parties, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as such Grantor's true and lawful attorney-in-fact, with power, in its own name or in the name of such Grantor, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Secured Parties; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipts, drafts against Company, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and xxx for monies due in respect of the Collateral; and (v) generally, to do, at the option of the Secured Parties, and at the Grantor's expense, at any time, or from time to time, all acts and things which the Secured Parties deem necessary to protect, preserve and realize upon the Collateral and the Security Interest granted therein, in order to effect the intent of this Agreement and the Notes, all as fully and effectually as the Grantor might or could do; and each Grantor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement.

Power of Attorney; Further Assurances. (a) Each Grantor The Company authorizes the Secured PartiesParty, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as such Grantorthe Company's true and lawful attorney-in-fact, with power, in its own name or in the name of such Grantorthe Company, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral Intellectual Property that may come into possession of the Secured PartiesParty; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express xxxxbill, xxxx bill of ladinglaxxxx, storage or warehouse receipts, drafts against Companydebtors, assignments, verifications and notices in connection with accounts, and other documents relating to the CollateralIntellectual Property; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the CollateralIntellectual Property; (iv) to demand, collect, receipt for, compromise, settle and xxx sue for monies due dux in respect of the CollateralIntellectual Property; and (v) generally, to do, at the option of the Secured PartiesParty, and at the GrantorCompany's expense, at any time, or from time to time, all acts and things which the Secured Parties deem Party deems necessary to protect, preserve and realize upon the Collateral Intellectual Property and the Security Interest granted therein, therein in order to effect the intent of this Agreement Agreement, the Debentures and the NotesWarrants, all as fully and effectually as the Grantor Company might or could do; and each Grantor the Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this AgreementAgreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) Each Grantor The Company authorizes the Secured PartiesParty, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as such Grantorthe Company's true and lawful attorney-in-fact, with power, in its own name or in the name of such Grantorthe Company, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral Intellectual Property that may come into possession of the Secured PartiesParty; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express xxxxbill, xxxx bill of ladingladinx, storage xtoxxxx or warehouse receipts, drafts against Companydebtors, assignments, verifications and notices in connection with accounts, and other documents relating to the CollateralIntellectual Property; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the CollateralIntellectual Property; (iv) to demand, collect, receipt for, compromise, settle and xxx sue for monies due in xx respect of the CollateralIntellectual Property; and (v) generally, to do, at the option of the Secured PartiesParty, and at the GrantorCompany's expense, at any time, or from time to time, all acts and things which the Secured Parties deem Party deems necessary to protect, preserve and realize upon the Collateral Intellectual Property and the Security Interest granted therein, therein in order to effect the intent of this Agreement Agreement, the Notes and the NotesWarrants, all as fully and effectually as the Grantor Company might or could do; and each Grantor the Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this AgreementAgreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) Each Grantor The Company authorizes the Secured PartiesParty, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as such Grantorthe Company's true and lawful attorney-in-fact, with power, in its own name or in the name of such Grantorthe Company, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Secured PartiesParty; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express xxxxbill, xxxx bill of lading, storage or warehouse xxxxhoxxx receipts, drafts against Companydebtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and xxx sue for monies due in respect of the txx Collateral; and (v) generally, to do, at the option of the Secured PartiesParty, and at the GrantorCompany's expense, at any time, or from time to time, all acts and things which the Secured Parties deem Party deems necessary to protect, preserve and realize upon the Collateral and the Security Interest granted therein, therein in order to effect the intent of this Agreement Agreement, the Notes and the NotesWarrants, all as fully and effectually as the Grantor Company might or could do; and each Grantor the Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this AgreementAgreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) Each Grantor The Company authorizes the Secured PartiesParty, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as such Grantorthe Company's true and lawful attorney-in-fact, with power, in its own name or in the name of such Grantorthe Company, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Secured PartiesParty; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express xxxxbill, xxxx bill of lading, storage or warehouse xr xxxxhouse receipts, drafts against Companydebtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and xxx sue for monies due in respect respexx of the Collateral; and (v) generally, to do, at the option of the Secured PartiesParty, and at the GrantorCompany's expense, at any time, or from time to time, all acts and things which the Secured Parties deem Party deems necessary to protect, preserve and realize upon the Collateral and the Security Interest granted therein, therein in order to effect the intent of this Agreement Agreement, the Notes and the NotesWarrants, all as fully and effectually as the Grantor Company might or could do; and each Grantor the Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this AgreementAgreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) Each Grantor A. The Company authorizes the Secured PartiesParty, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as such Grantor's the Company’s true and lawful attorney-in-fact, with power, in its own name or in the name of such Grantorthe Company, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Secured PartiesParty; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express xxxxbxxx, xxxx bxxx of lading, storage or warehouse receipts, drafts against Companydebtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and xxx sxx for monies due in respect of the Collateral; and (v) generally, to do, at the option of the Secured PartiesParty, and at the Grantor's Company’s expense, at any time, or from time to time, all acts and things which the Secured Parties deem Party deems necessary to protect, preserve and realize upon the Collateral and the Security Interest granted therein, therein in order to effect the intent of this Agreement Agreement, the Debentures and the NotesWarrants, all as fully and effectually as the Grantor Company might or could do; and each Grantor the Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this AgreementAgreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) Each Grantor The Company authorizes the Secured PartiesParty, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as such Grantorthe Company's true and lawful attorney-in-fact, with power, in its own name or in the name of such Grantorthe Company, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral Intellectual Property that may come into possession of the Secured PartiesParty; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express xxxxbill, xxxx bill of lading, storage or warehouse receiptswaxxxxusx xxceipts, drafts against Companydebtors, assignments, verifications and notices in connection with accounts, and other documents relating to the CollateralIntellectual Property; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the CollateralIntellectual Property; (iv) to demand, collect, receipt for, compromise, settle and xxx sue for monies due in respect of the Collateralthx Xntellectual Property; and (v) generally, to do, at the option of the Secured PartiesParty, and at the GrantorCompany's expense, at any time, or from time to time, all acts and things which the Secured Parties deem Party deems necessary to protect, preserve and realize upon the Collateral Intellectual Property and the Security Interest granted therein, therein in order to effect the intent of this Agreement Agreement, the Debentures and the NotesWarrants, all as fully and effectually as the Grantor Company might or could do; and each Grantor the Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this AgreementAgreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) Each Grantor The Company authorizes the Secured PartiesParty, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as such Grantorthe Company's true and lawful attorney-in-fact, with power, in its own name or in the name of such Grantorthe Company, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Secured PartiesParty; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express xxxxbill, xxxx of xxll xx lading, storage or warehouse receipts, drafts against Companydebtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and sue xxx for monies due in respect of the Collateral; and (v) generally, to do, at the option of the Secured PartiesParty, and at the GrantorCompany's expense, at any time, or from time to time, all acts and things which the Secured Parties deem Party deems necessary to protect, preserve and realize upon the Collateral and the Security Interest granted therein, therein in order to effect the intent of this Agreement and the Notes, Debentures all as fully and effectually as the Grantor Company might or could do; and each Grantor the Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this AgreementAgreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) Each Grantor The Company authorizes the Secured PartiesParty, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as such Grantorthe Company's true and lawful attorney-in-fact, with power, in its own name or in the name of such Grantorthe Company, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral Intellectual Property that may come into possession of the Secured PartiesParty; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express xxxxbill, xxxx bill of lading, storage or warehouse receipts, drafts against Companydexxxxs, assignmentsxxxignments, verifications and notices in connection with accounts, and other documents relating to the CollateralIntellectual Property; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the CollateralIntellectual Property; (iv) to demand, collect, receipt for, compromise, settle and xxx sue for monies due in respect of the CollateralIntellectual Property; and (v) generallygexxxally, to do, at the option of the Secured PartiesParty, and at the GrantorCompany's expense, at any time, or from time to time, all acts and things which the Secured Parties deem Party deems necessary to protect, preserve and realize upon the Collateral Intellectual Property and the Security Interest granted therein, therein in order to effect the intent of this Agreement Agreement, the Debentures and the NotesWarrants, all as fully and effectually as the Grantor Company might or could do; and each Grantor the Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this AgreementAgreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) Each Grantor authorizes The Company and the Secured PartiesParty authorize Rxxxxxx Xxxxxx (the “Agent”), and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as such Grantor's the Company’s true and lawful attorney-in-fact, with power, in its own name or in the name of such Grantorthe Company, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Secured PartiesParty; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express xxxxbxxx, xxxx bxxx of lading, storage or warehouse receipts, drafts against Companydebtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and xxx sxx for monies due in respect of the Collateral; and (v) generally, to do, at the option of the Secured PartiesParty, and at the Grantor's Company’s expense, at any time, or from time to time, all acts and things which the Secured Parties deem Party deems necessary to protect, preserve and realize upon the Collateral and the Security Interest granted therein, therein in order to effect the intent of this Agreement Agreement, the Secured Notes and the NotesWarrants, all as fully and effectually as the Grantor Company might or could do; and each Grantor the Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this AgreementAgreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) Each Grantor The Company authorizes the Secured PartiesParty, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as such Grantorthe Company's true and lawful attorney-in-fact, with power, in its own name or in the name of such Grantorthe Company, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral Intellectual Property that may come into possession of the Secured PartiesParty; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express xxxxbill, xxxx bill of lading, storage or xxxraxx xr warehouse receipts, drafts against Companydebtors, assignments, verifications and notices in connection with accounts, and other documents relating to the CollateralIntellectual Property; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the CollateralIntellectual Property; (iv) to demand, collect, receipt for, compromise, settle and xxx sue for monies due in respect xxspect of the CollateralIntellectual Property; and (v) generally, to do, at the option of the Secured PartiesParty, and at the GrantorCompany's expense, at any time, or from time to time, all acts and things which the Secured Parties deem Party deems necessary to protect, preserve and realize upon the Collateral Intellectual Property and the Security Interest granted therein, therein in order to effect the intent of this Agreement and Agreement, the NotesDebentures, all as fully and effectually as the Grantor Company might or could do; and each Grantor the Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this AgreementAgreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) Each Grantor Debtor authorizes the Secured Parties, and does hereby make, constitute and appoint it, the Secured Parties and its their respective officers, agents, successors or assigns with full power of substitution, as such GrantorDebtor's true and lawful attorney-in-fact, with power, in its own name or in the name of the various Secured Parties or such GrantorDebtor, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notesnote, checks, drafts, money orders, orders or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Secured Parties; (ii) to sign and endorse any UCC financing statement pursuant to the UCC or any invoice, freight or express xxxxbill, xxxx bill of lading, storage or warehouse receipts, drafts against Companyaxxxxst xxxxors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and xxx sue for monies due in respect of the Collateral; and (v) to transfer anx Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generally, to do, at the option of the Secured Parties, and at the Grantor's expenseexpense of the Debtors, at any time, or from time to time, to execute and deliver any and all documents and instruments and to do all acts and things which the Secured Parties deem necessary to protect, preserve and realize upon the Collateral and the Security Interest granted therein, therein in order to effect the intent of this Agreement and the Notes, Debentures all as fully and effectually as the Grantor Debtors might or could do; and each Grantor Debtor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this AgreementAgreement and thereafter as long as any of the Obligations shall be outstanding. The designation set forth herein shall be deemed to amend and supersede any inconsistent provision in the Organizational Documents or other documents or agreements to which any Debtor is subject or to which any Debtor is a party. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, each Secured Party is specifically authorized to execute and file any applications for or instruments of transfer and assignment of any patents, trademarks, copyrights or other Intellectual Property with the United States Patent and Trademark Office and the United States Copyright Office.

Power of Attorney; Further Assurances. (a) Each Grantor The Company authorizes the Secured PartiesParty, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as such Grantorthe Company's true and lawful attorney-in-fact, with power, in its own name or in the name of such Grantorthe Company, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral Intellectual Property that may come into possession of the Secured PartiesParty; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express xxxxbill, xxxx bill of lading, storage xxorxxx or warehouse receipts, drafts against Companydebtors, assignments, verifications and notices in connection with accounts, and other documents relating to the CollateralIntellectual Property; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the CollateralIntellectual Property; (iv) to demand, collect, receipt for, compromise, settle and xxx sue for monies due in ix respect of the CollateralIntellectual Property; and (v) generally, to do, at the option of the Secured PartiesParty, and at the GrantorCompany's expense, at any time, or from time to time, all acts and things which the Secured Parties deem Party deems necessary to protect, preserve and realize upon the Collateral Intellectual Property and the Security Interest granted therein, therein in order to effect the intent of this Agreement Agreement, the Notes and the NotesWarrants, all as fully and effectually as the Grantor Company might or could do; and each Grantor the Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this AgreementAgreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) Each Grantor The Company authorizes the Secured PartiesParty, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as such Grantor's the Company’s true and lawful attorney-in-fact, with power, in its own name or in the name of such Grantorthe Company, to, after the occurrence and during the continuance of an Event of Default, Default (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Secured PartiesParty; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipts, drafts against Companydebtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and xxx for monies due in respect of the Collateral; and (v) generally, to do, at the option of the Secured PartiesParty, and at the Grantor's Company’s expense, at any time, or from time to time, all acts and things which the Secured Parties deem Party deems necessary to protect, preserve and realize upon the Collateral and the Security Interest granted therein, therein in order to effect the intent of this Agreement Agreement, the Notes and the NotesWarrants, all as fully and effectually as the Grantor Company might or could do; and each Grantor the Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this AgreementAgreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) Each Grantor A. The Company authorizes the Secured PartiesParty, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as such Grantor's the Company’s true and lawful attorney-in-fact, with power, in its own name or in the name of such Grantorthe Company, to, after the occurrence and during the continuance of an Event of DefaultDefault that is has not been cured in a timely manner, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Secured PartiesParty; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipts, drafts against Companydebtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and xxx for monies due in respect of the Collateral; and (v) generally, to do, at the option of the Secured PartiesParty, and at the Grantor's Company’s expense, at any time, or from time to time, all acts and things which the Secured Parties deem Party deems necessary to protect, preserve and realize upon the Collateral and the Security Interest granted therein, therein in order to effect the intent of this Agreement Agreement, the Notes and the NotesWarrants, all as fully and effectually as the Grantor Company might or could do; and each Grantor the Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this AgreementAgreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) Each Grantor Debtor authorizes the Secured PartiesLender, and does hereby make, constitute and appoint it, the Secured Lender and its respective officers, agents, successors or assigns with full power of substitution, as such Grantor's Debtor’s true and lawful attorney-in-fact, with power, in its own name or in the name of the Secured Lender or such GrantorDebtor, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notesnote, checks, drafts, money orders, orders or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Secured PartiesLender; (ii) to sign and endorse any UCC financing statement pursuant to the UCC or any invoice, freight or express xxxxbxxx, xxxx bxxx of lading, storage or warehouse receipts, drafts against Companydebtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and xxx sxx for monies due in respect of the Collateral; and (v) to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generally, to do, at the option of the Secured PartiesLender, and at the Grantor's expenseexpense of the Debtors, at any time, or from time to time, to execute and deliver any and all documents and instruments and to do all acts and things which the Secured Parties deem Lender deems necessary to protect, preserve and realize upon the Collateral and the Security Interest Interests granted therein, therein in order to effect the intent of this Agreement and the Notes, Transaction Documents (as defined in the Purchase Agreement) all as fully and effectually as the Grantor Debtors might or could do; and each Grantor Debtor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this AgreementAgreement and thereafter as long as any of the Obligations shall be outstanding. The designation set forth herein shall be deemed to amend and supersede any inconsistent provision in the Organizational Documents or other documents or agreements to which any Debtor is subject or to which any Debtor is a party. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, the Secured Lender is specifically authorized to execute and file any applications for or instruments of transfer and assignment of any patents, trademarks, copyrights or other Intellectual Property with the United States Patent and Trademark Office and the United States Copyright Office.

Power of Attorney; Further Assurances. (a) Each Grantor The Company authorizes the Secured PartiesParty, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as such Grantor's the Company’s true and lawful attorney-in-fact, with power, in its own name or in the name of such Grantorthe Company, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Secured PartiesParty; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipts, drafts against Companydebtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and xxx for monies due in respect of the Collateral; and (v) generally, to do, at the option of the Secured PartiesParty, and at the Grantor's Company’s expense, at any time, or from time to time, all acts and things which the Secured Parties deem Party deems necessary to protect, preserve and realize upon the Collateral and the Security Interest granted therein, therein in order to effect the intent of this Agreement Agreement, the Notes and the NotesWarrants, all as fully and effectually as the Grantor Company might or could do; and each Grantor the Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This PHL_A #1954340 v1 8 power of attorney is coupled with an interest and shall be irrevocable for the term of this AgreementAgreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) Each Grantor The Company authorizes the Secured PartiesParty, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as such Grantorthe Company's true and lawful attorney-in-fact, with power, in its own name or in the name of such Grantorthe Company, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral Intellectual Property that may come into possession of the Secured PartiesParty; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express xxxxbill, xxxx bill of lading, storage or warehouse receipts, drafts against Companydxxxxrs, assignmentsxxsignments, verifications and notices in connection with accounts, and other documents relating to the CollateralIntellectual Property; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the CollateralIntellectual Property; (iv) to demand, collect, receipt for, compromise, settle and xxx sue for monies due in respect rxxxect of the CollateralIntellectual Property; and (v) generally, to do, at the option of the Secured PartiesParty, and at the GrantorCompany's expense, at any time, or from time to time, all acts and things which the Secured Parties deem Party deems necessary to protect, preserve and realize upon the Collateral Intellectual Property and the Security Interest granted therein, therein in order to effect the intent of this Agreement Agreement, the Notes and the NotesWarrants, all as fully and effectually as the Grantor Company might or could do; and each Grantor the Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this AgreementAgreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) Each Grantor Debtor authorizes the Secured PartiesParty, and does hereby make, constitute and appoint it, the Secured Party and its respective officers, agents, successors or assigns with full power of substitution, as such Grantor's Debtor’s true and lawful attorney-in-fact, with power, in its own name or in the name of the Secured Party or such GrantorDebtor, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notesnote, checks, drafts, money orders, orders or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Secured PartiesParty; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipts, drafts against Companydebtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and xxx for monies due in respect of the Collateral; and (v) to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generally, to do, at the option of the Secured PartiesParty, and at the Grantor's expenseexpense of the Debtors, at any time, or from time to time, to execute and deliver any and all documents and instruments and to do all acts and things which the Secured Parties deem Party deems necessary to protect, preserve and realize upon the Collateral and the Security Interest Interests granted therein, therein in order to effect the intent of this Agreement and the Notes, Notes all as fully and effectually as the Grantor Debtors might or could do, including, without limitation, the filing, in its sole discretion, of one or more financing or continuation statements and amendments thereto, relative to any of the Collateral, which financing statements may (but need not) describe the Collateral as “all assets” or “all personal property” or words of like import; and each Grantor Debtor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this AgreementAgreement and thereafter as long as any of the Obligations shall be outstanding. The designation set forth herein shall be deemed to amend and supersede any inconsistent provision in the Organizational Documents or other documents or agreements to which any Debtor is subject or to which any Debtor is a party. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, each Secured Party is specifically authorized to execute and file any applications for or instruments of transfer and assignment of any patents, trademarks, copyrights or other Intellectual Property with the United States Patent and Trademark Office and the United States Copyright Office.

Power of Attorney; Further Assurances. (a) Each Grantor The Company authorizes the Secured PartiesParty, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as such Grantorthe Company's true and lawful attorney-in-fact, with power, in its own name or in the name of such Grantorthe Company, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Secured PartiesParty; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipts, drafts against Companydebtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and xxx for monies due in respect of the Collateral; and (v) generally, to do, at the option of the Secured PartiesParty, and at the GrantorCompany's expense, at any time, or from time to time, all acts and things which the Secured Parties deem Party deems necessary to protect, preserve and realize upon the Collateral and the Security Interest granted therein, therein in order to effect the intent of this Agreement Agreement, the Debentures and the NotesWarrants, all as fully and effectually as the Grantor Company might or could dodo (including, without limitation, to execute immediately upon demand of the Secured Party any assignments of registered patents, trademarks or other intellectual property for purposes of recording the same in the applicable filing offices).; and each Grantor the Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this AgreementAgreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) Each Grantor Debtor authorizes the Secured Parties, and does hereby make, constitute and appoint it, the Secured Parties and its their respective officers, agents, successors or assigns with full power of substitution, as such GrantorDebtor's true and lawful attorney-in-fact, with power, in its own name or in the name of the various Secured Parties or such GrantorDebtor, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notesnote, checks, drafts, money orders, orders or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Secured Parties; (ii) to sign and endorse any UCC financing statement pursuant to the UCC or any invoice, freight or express xxxxbill, xxxx bill of lading, storage or warehouse receipts, drafts against Companyagxxxxt debtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and xxx sue for monies due in respect of the Collateral; and (v) to traxxxer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generally, to do, at the option of the Secured Parties, and at the Grantor's expenseexpense of the Debtors, at any time, or from time to time, to execute and deliver any and all documents and instruments and to do all acts and things which the Secured Parties deem necessary to protect, preserve and realize upon the Collateral and the Security Interest granted therein, therein in order to effect the intent of this Agreement and the Notes, Debentures all as fully and effectually as the Grantor Debtors might or could do; and each Grantor Debtor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this AgreementAgreement and thereafter as long as any of the Obligations shall be outstanding. The designation set forth herein shall be deemed to amend and supersede any inconsistent provision in the Organizational Documents or other documents or agreements to which any Debtor is subject or to which any Debtor is a party. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, each Secured Party is specifically authorized to execute and file any applications for or instruments of transfer and assignment of any patents, trademarks, copyrights or other Intellectual Property with the United States Patent and Trademark Office and the United States Copyright Office.

Power of Attorney; Further Assurances. (a) Each Grantor A. The Company authorizes the Secured PartiesParty, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as such Grantorthe Company's true and lawful attorney-in-fact, with power, in its own name or in the name of such Grantorthe Company, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral Intellectual Property that may come into possession of the Secured PartiesParty; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipts, drafts against Companydebtors, assignments, verifications and notices in connection with accounts, and other documents relating to the CollateralIntellectual Property; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the CollateralIntellectual Property; (iv) to demand, collect, receipt for, compromise, settle and xxx for monies due in respect of the CollateralIntellectual Property; and (v) generally, to do, at the option of the Secured PartiesParty, and at the GrantorCompany's expense, at any time, or from time to time, all acts and things which the Secured Parties deem Party deems necessary to protect, preserve and realize upon the Collateral Intellectual Property and the Security Interest granted therein, therein in order to effect the intent of this Agreement Agreement, the Notes and the NotesWarrants, all as fully and effectually as the Grantor Company might or could do; and each Grantor the Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this AgreementAgreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) Each Grantor The Company authorizes the Secured PartiesParty, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as such Grantor's the Company’s true and lawful attorney-in-fact, with power, in its own name or in the name of such Grantorthe Company, to, after the occurrence and during the continuance of an Event of DefaultDefault that has not been cured as provided for herein and in other agreements related to this transaction, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral Intellectual Property that may come into possession of the Secured PartiesParty; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipts, drafts against Companydebtors, assignments, verifications and notices in connection with accounts, and other documents relating to the CollateralIntellectual Property; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the CollateralIntellectual Property; (iv) to demand, collect, receipt for, compromise, settle and xxx for monies due in respect of the CollateralIntellectual Property; and (v) generally, to do, at the option of the Secured PartiesParty, and at the Grantor's Company’s expense, at any time, or from time to time, all acts and things which the Secured Parties deem Party deems necessary to protect, preserve and realize upon the Collateral Intellectual Property and the Security Interest granted therein, therein in order to effect the intent of this Agreement Agreement, the Notes and the NotesWarrants, all as fully and effectually as the Grantor Company might or could do; and each Grantor the Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this AgreementAgreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) Each Grantor The Company authorizes the Secured PartiesParty, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, . as such Grantorthe Company's true and lawful attorney-in-fact, with power, in its own name or in the name of such Grantorthe Company, to, after the occurrence and during the continuance of an Event of DefaultDefault that has not been cured as provided for herein and in other agreements related to this transaction as determined by a court of competent jurisdiction, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral Intellectual Property that may come into possession of the Secured Parties; Party: (ii) to sign and endorse any UCC financing statement or any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipts, drafts against Companydebtors, assignments, verifications and notices in connection with accounts, and other documents relating to the CollateralIntellectual Property; (iii) to pay or discharge taxes, . liens, security interests or other encumbrances at any time levied or placed on or threatened against the CollateralIntellectual Property; (iv) to demand, collect, receipt for, compromise, settle and xxx for monies due in respect of the CollateralIntellectual Property; and (v) generally, to do, at the option of the Secured PartiesParty, and at the GrantorCompany's expense, at any time, or from time to time, all acts and things which the Secured Parties deem Party deems necessary to protect, preserve and realize upon the Collateral Intellectual Property and the Security Interest granted therein, therein in order to effect the intent of this Agreement and Agreement, the Notes, all as fully and effectually as the Grantor Company might or could do; and each Grantor the Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. hereof This power of attorney is coupled with an interest and shall be irrevocable for the term of this AgreementAgreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) Each Grantor The Debtor authorizes the Secured PartiesParty, and does hereby make, constitute and appoint it, the Secured Party and its respective officers, agents, successors or assigns with full power of substitution, as such Grantor's the Debtor’s true and lawful attorney-in-fact, with power, in its own name or in the name of such Grantorthe various Secured Party or the Debtor, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notesnote, checks, drafts, money orders, orders or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Secured PartiesParty; (ii) to sign and endorse any UCC financing statement pursuant to the UCC or any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipts, drafts against Companydebtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and xxx for monies due in respect of the Collateral; and (v) to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generally, to do, at the option of the Secured PartiesParty, and at the Grantor's expenseexpense of the Debtor, at any time, or from time to time, to execute and deliver any and all documents and instruments and to do all acts and things which the Secured Parties deem Party deems necessary to protect, preserve and realize upon the Collateral and the Security Interest granted therein, therein in order to effect the intent of this Agreement, the Purchase Agreement, the February Purchase Agreement and the Notes, Debentures all as fully and effectually as the Grantor Debtor might or could do; and each Grantor the Debtor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. hereof This power of attorney is coupled with an interest and shall be irrevocable for the term of this AgreementAgreement and thereafter as long as any of the Obligations shall be outstanding. The designation set forth herein shall be deemed to amend and supersede any inconsistent provision in the Organizational Documents or other documents or agreements to which the Debtor is subject or to which the Debtor is a party. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, each Secured Party is specifically authorized to execute and file any applications for or instruments of transfer and assignment of any patents, trademarks, copyrights or other Intellectual Property with the United States Patent and Trademark Office and the United States Copyright Office.

Power of Attorney; Further Assurances. (a) Each Grantor Debtor ------------------------------------------- authorizes the each Secured PartiesParty, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as such GrantorDebtor's true and lawful attorney-in-fact, with power, in its own name or in the name of such GrantorDebtor, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the a Secured PartiesParty; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express xxxxbill, xxxx bill of lading, storage or warehouse receipts, drafts against Companyxxainxx debtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and xxx sue for monies due in respect of the Collateral; and (v) generally, to xo do, at the option of the Secured Parties, and at the Grantor's Debtors' expense, at any time, or from time to time, all acts and things which the Secured Parties deem necessary to protect, preserve and realize upon the Collateral and the Security Interest granted therein, therein in order to effect the intent of this Agreement and the NotesDebentures, all as fully and effectually as the Grantor Debtors might or could do; and each Grantor the Debtors hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this AgreementAgreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) Each Grantor The Company authorizes the Secured PartiesParty, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as such Grantorthe Company's true and lawful attorney-in-fact, with power, in its own name or in the name of such Grantorthe Company, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral Intellectual Property that may come into possession of the Secured PartiesParty; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipts, drafts against Companydebtors, assignments, verifications and notices in connection with accounts, and other documents relating to the CollateralIntellectual Property; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the CollateralIntellectual Property; (iv) to demand, collect, receipt for, compromise, settle and xxx for monies due in respect of the CollateralIntellectual Property; and (v) generally, to do, at the option of the Secured PartiesParty, and at the GrantorCompany's expense, at any time, or from time to time, all acts and things which the Secured Parties deem Party deems necessary to protect, preserve and realize upon the Collateral Intellectual Property and the Security Interest granted therein, therein in order to effect the intent of this Agreement and the NotesNote, all as fully and effectually as the Grantor Company might or could do; and each Grantor the Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this AgreementAgreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) Each Grantor 15.1 Subject to the satisfaction of any obligations under the Platinum Agreements, the Company authorizes the Secured PartiesParty, and does hereby make, constitute and appoint it, the Secured Party and its respective officers, agents, successors or assigns with full power of substitution, as such Grantor's the Company’s true and lawful attorney-in-fact, with power, in its own name or in the name of such Grantorthe Secured Party or the Company, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notesnote, checks, drafts, money orders, orders or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Secured PartiesParty; (ii) to sign and endorse any UCC financing statement pursuant to the UCC or any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipts, drafts against Companydebtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and xxx for monies due in respect of the Collateral; and (v) to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generally, to do, at the option of the Secured PartiesParty, and at the Grantor's expenseexpense of the Company, at any time, or from time to time, to execute and deliver any and all documents and instruments and to do all acts and things which the Secured Parties deem Party deems necessary to protect, preserve and realize upon the Collateral and the Security Interest Interests granted therein, therein in order to effect the intent of this Agreement and the Notes, Note all as fully and effectually as the Grantor Company might or could do; and each Grantor the Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this AgreementAgreement and thereafter as long as any of the Obligations shall be outstanding. The designation set forth herein shall be deemed to amend and supersede any inconsistent provision in the Organizational Documents or other documents or agreements to which the Company is subject or to which the Company is a party. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, the Secured Party is specifically authorized to execute and file any applications for or instruments of transfer and assignment of any patents, trademarks, copyrights or other Intellectual Property with the United States Patent and Trademark Office and the United States Copyright Office.

Power of Attorney; Further Assurances. (a) Each Grantor The Company authorizes the Secured PartiesParty, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as such Grantorthe Company's true and lawful attorney-in-fact, with power, in its own name or in the name of such Grantorthe Company, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Secured PartiesParty; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express xxxxbill, xxxx bill of lading, storage or warehouse storaxx xr xxxxhouse receipts, drafts against Companydebtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and xxx sue for monies due in respect respexx of the Collateral; and (v) generally, to do, at the option of the Secured PartiesParty, and at the GrantorCompany's expense, at any time, or from time to time, all acts and things which the Secured Parties deem Party deems necessary to protect, preserve and realize upon the Collateral and the Security Interest granted therein, therein in order to effect the intent of this Agreement Agreement, the Notes and the NotesWarrants, all as fully and effectually as the Grantor Company might or could do; and each Grantor the Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this AgreementAgreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) Each Grantor The Company authorizes the Secured PartiesParties upon five (5) business days prior notice, and does hereby make, constitute and appoint itthem, and its their respective officers, agents, successors or assigns with full power of substitution, as such Grantorthe Company's true and lawful attorney-in-fact, with power, in its own name or in the name of such Grantorthe Company, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notesdebentures, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Secured Parties; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipts, drafts against Companydebtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and xxx for monies due in respect of the Collateral; and (v) generally, to do, at the option of the Secured Parties, and at the GrantorCompany's expense, at any time, or from time to time, all acts and things which the Secured Parties deem necessary to protect, preserve and realize upon the Collateral and the Security Interest granted therein, therein in order to effect the intent of this Agreement Agreement, the Settlement Agreement, and any of the Notesother Transaction Documents, all as fully and effectually as the Grantor Company might or could do; and each Grantor the Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this AgreementAgreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) Each Grantor The Borrower authorizes the Secured PartiesParty, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as such Grantor's the Borrower’s true and lawful attorney-in-fact, with power, in its own name or in the name of such Grantorthe Borrower, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Secured PartiesParty; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipts, drafts against Companydebtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liensLiens, security interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and xxx for monies due in respect of the Collateral; and (v) generally, to do, at the option of the Secured PartiesParty, and at the Grantor's Borrower’s expense, at any time, or from time to time, all acts and things which the Secured Parties deem Party deems reasonably necessary to protect, preserve and realize upon the Collateral and the Security Interest granted therein, therein in order to effect the intent of this Security Agreement, the Purchase Agreement, the Loan Agreement and the NotesLoan, all as fully and effectually as the Grantor Borrower might or could do; and each Grantor the Borrower hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this AgreementSecurity Agreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) Each Grantor The Company authorizes the Secured PartiesParty, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as such Grantor's the Company’s true and lawful attorney-in-fact, with power, in its own name or in the name of such Grantorthe Company, to, after the occurrence and during the continuance of an Event of DefaultDefault that has not been cured as provided for herein and in other agreements related to this transaction, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Secured PartiesParty; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipts, drafts against Companydebtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and xxx for monies due in respect of the Collateral; and (v) generally, to do, at the option of the Secured PartiesParty, and at the Grantor's Company’s expense, at any time, or from time to time, all acts and things which the Secured Parties deem Party deems necessary to protect, preserve and realize upon the Collateral and the Security Interest granted therein, therein in order to effect the intent of this Agreement and Agreement, the Notes, all as fully and effectually as the Grantor Company might or could do; and each Grantor the Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this AgreementAgreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) Each Grantor Debtor authorizes the Secured Parties, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as such Grantor's the Debtors' true and lawful attorney-in-fact, with power, in its own name or in the name of such Grantorthe Debtors, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Secured Parties; (ii) to sign and endorse any UCC financing statement pursuant to the UCC or any invoice, freight or express xxxxbill, xxxx bill of lading, storage or warehouse receipts, drafts against Companyaxxxxst xxxtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and xxx sue for monies due in respect of the Collateral; and (v) generallygenexxxly, to do, at the option of the Secured Parties, and at the Grantor's Debtors' expense, at any time, or from time to time, all acts and things which the Secured Parties deem deems necessary to protect, preserve and realize upon the Collateral and the Security Interest Interests granted therein, therein in order to effect the intent of this Agreement Agreement, the Debentures and the Notes, IP Security Agreement all as fully and effectually as the Grantor Debtors might or could do; and each Grantor Debtor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this AgreementAgreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) Each Grantor The Debtor authorizes the Secured PartiesParty, and does hereby make, constitute and appoint it, the Secured Party and its respective officers, agents, successors or assigns with full power of substitution, as such Grantor's the Debtor’s true and lawful attorney-in-fact, with power, in its own name or in the name of such Grantorthe various Secured Party or the Debtor, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notesnote, checks, drafts, money orders, orders or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Secured PartiesParty; (ii) to sign and endorse any UCC financing statement pursuant to the UCC or any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipts, drafts against Companydebtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and xxx for monies due in respect of the Collateral; and (v) to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generally, to do, at the option of the Secured PartiesParty, and at the Grantor's expenseexpense of the Debtor, at any time, or from time to time, to execute and deliver any and all documents and instruments and to do all acts and things which the Secured Parties deem Party deems necessary to protect, preserve and realize upon the Collateral and the Security Interest granted therein, therein in order to effect the intent of this Agreement Agreement, the Purchase Agreements and the Notes, Debentures all as fully and effectually as the Grantor Debtor might or could do; and each Grantor the Debtor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. hereof This power of attorney is coupled with an interest and shall be irrevocable for the term of this AgreementAgreement and thereafter as long as any of the Obligations shall be outstanding. The designation set forth herein shall be deemed to amend and supersede any inconsistent provision in the Organizational Documents or other documents or agreements to which the Debtor is subject or to which the Debtor is a party. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, each Secured Party is specifically authorized to execute and file any applications for or instruments of transfer and assignment of any patents, trademarks, copyrights or other Intellectual Property with the United States Patent and Trademark Office and the United States Copyright Office.

Power of Attorney; Further Assurances. (a) Each Grantor Upon the occurrence of an Event of Default under the Note, the Debtor authorizes the Secured PartiesParty, and does hereby make, constitute and appoint it, the Secured Party and its respective officers, agents, successors or assigns with full power of substitution, as such Grantor's the Debtor’s true and lawful attorney-in-fact, with power, in its own name or in the name of such Grantorthe Secured Party or the Debtor, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notesnote, checks, drafts, money orders, orders or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Secured PartiesParty; (ii) to sign and endorse any UCC financing statement pursuant to the UCC or any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipts, drafts against CompanyDebtor, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and xxx for monies due in respect of the Collateral; and (v) to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generally, to do, at the option of the Secured PartiesParty, and at the Grantor's expenseexpense of the Debtor, at any time, or from time to time, to execute and deliver any and all documents and instruments and to do all acts and things which the Secured Parties deem Party deems necessary to protect, preserve and realize upon the Collateral and the Security Interest Interests granted therein, therein in order to effect the intent of this Agreement and the Notes, Note all as fully and effectually as the Grantor Debtor might or could do; and each Grantor the Debtor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this AgreementAgreement and thereafter as long as any of the Obligations shall be outstanding. The designation set forth herein shall be deemed to amend and supersede any inconsistent provision in the Organizational Documents or other documents or agreements to which the Debtor is subject or to which the Debtor is a party. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, each Secured Party is specifically authorized to execute and file any applications for or instruments of transfer and assignment of any patents, trademarks, copyrights or other Intellectual Property with the United States Patent and Trademark Office and the United States Copyright Office.

Power of Attorney; Further Assurances. (a) Each Grantor The Company authorizes the Secured PartiesParty, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as such Grantorthe Company's true and lawful attorney-in-fact, with power, in its own name or in the name of such Grantorthe Company, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Secured PartiesParty; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express xxxxbill, xxxx bill of lading, storage or warehouse xx waxxxxuse receipts, drafts against Companydebtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and xxx sue for monies due in respect of the Collateral; and (v) generally, to do, at the option of the Secured PartiesParty, and at the GrantorCompany's expense, at any time, or from time to time, all acts and things which the Secured Parties deem Party deems necessary to protect, preserve and realize upon the Collateral and the Security Interest granted therein, therein in order to effect the intent of this Agreement and Agreement, the NotesDebentures, all as fully and effectually as the Grantor Company might or could do; and each Grantor the Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this AgreementAgreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) Each Grantor The Debtor authorizes the Secured PartiesParty, and does hereby make, constitute and appoint it, the Secured Party and its respective officers, agents, successors or assigns with full power of substitution, as such Grantorthe Debtor's true and lawful attorney-in-fact, with power, in its own name or in the name of such Grantorthe Secured Party or the Debtor, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notesnote, checks, drafts, money orders, orders or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Secured PartiesParty; (ii) to sign and endorse any UCC financing statement pursuant to the UCC or any invoice, freight or express xxxxbill, xxxx bill of lading, storage or warehouse receipts, drafts against Companyxxxxnst xxxtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and xxx sue for monies due in respect of the Collateral; and (v) generally, to xx do, at the option of the Secured PartiesParty, and at the Grantor's expenseexpense of the Debtor, at any time, or from time to time, all acts and things which the Secured Parties Party deem necessary to protect, preserve and realize upon the Collateral and the Security Interest granted therein, therein in order to effect the intent of this Agreement and the Notes, Debenture all as fully and effectually as the Grantor Debtor might or could do; and each Grantor the Debtor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this AgreementAgreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) Each Grantor A. The Company authorizes the Secured PartiesParty, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as such Grantor's the Company’s true and lawful attorney-in-fact, with power, in its own name or in the name of such Grantorthe Company, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral Intellectual Property that may come into possession of the Secured PartiesParty; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express xxxxbxxx, xxxx bxxx of lading, storage or warehouse receipts, drafts against Companydebtors, assignments, verifications and notices in connection with accounts, and other documents relating to the CollateralIntellectual Property; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the CollateralIntellectual Property; (iv) to demand, collect, receipt for, compromise, settle and xxx sxx for monies due in respect of the CollateralIntellectual Property; and (v) generally, to do, at the option of the Secured PartiesParty, and at the Grantor's Company’s expense, at any time, or from time to time, all acts and things which the Secured Parties deem Party deems necessary to protect, preserve and realize upon the Collateral Intellectual Property and the Security Interest granted therein, therein in order to effect the intent of this Agreement Agreement, the Debentures and the NotesWarrants, all as fully and effectually as the Grantor Company might or could do; and each Grantor the Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this AgreementAgreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) Each Grantor authorizes The Obligors authorize the Secured Parties, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as such Grantor's each Obligor’s true and lawful attorney-in-fact, with power, in its own name or in the name of such Grantorthe Obligors, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Secured PartiesParty; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipts, drafts against Companydebtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and xxx for monies due in respect of the Collateral; and (v) generally, to do, at the option of the Secured PartiesParty, and at the Grantor's Obligors’ expense, at any time, or from time to time, all acts and things which the Secured Parties deem Party deems necessary to protect, preserve and realize upon the Collateral and the Security Interest granted therein, therein in order to effect the intent of this Agreement Agreement, the Note and the Notes, Transaction Documents all as fully and effectually as the Grantor Obligors might or could do; and each Grantor Obligor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this AgreementAgreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) Each Grantor 13.1. The Company authorizes the Secured PartiesParty, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as such Grantorthe Company's true and lawful attorney-in-fact, with power, power in its own name or in the name of such Grantorthe Company, to, after the occurrence and during after any Cure Period has lapsed and the continuance of an Event of Default, Default continues (i) endorse any notes, checks, drafts, money orders, orders or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Secured Parties; Party (ii) to sign authorize and endorse any UCC financing statement or any invoice, freight or express xxxxbxxx, xxxx bxxx of lading, storage or warehouse receipts, drafts against Companydebtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests or other encumbrances Encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and xxx sxx for monies due in respect of the Collateral; and (v) generally, to do, at the option of the Secured PartiesParty, and at the Grantor's expense, Company’s expense at any time, or from time to time, all acts and things which the Secured Parties deem Party deems necessary to protect, preserve and realize upon the Collateral and the Security Interest granted therein, therein in order to effect the intent of this Agreement and the Notesother Transaction Documents, all as fully and effectually as the Grantor Company might or could do; and each Grantor the Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this AgreementAgreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) Each Grantor The Company authorizes the Secured PartiesParty, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as such Grantorthe Company's true and lawful attorney-in-fact, with power, in its own name or in the name of such Grantorthe Company, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Secured PartiesParty; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express xxxxbxxx, xxxx bxxx of lading, storage or warehouse receipts, drafts against Companydebtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and xxx sxx for monies due in respect of the Collateral; and (v) generally, to do, at the option of the Secured PartiesParty, and at the GrantorCompany's expense, at any time, or from time to time, all acts and things which the Secured Parties deem Party deems necessary to protect, preserve and realize upon the Collateral and the Security Interest granted therein, therein in order to effect the intent of this Agreement and the NotesDebentures, all as fully and effectually as the Grantor Company might or could do; and each Grantor the Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding. (b) On a continuing basis, the Company will make, execute, acknowledge, deliver, file and record, as the case may be, in the proper filing and recording places in any jurisdiction, including, without limitation, the jurisdictions indicated on Schedule B, attached hereto, all such instruments, and take all such action as may reasonably be deemed necessary or advisable, or as reasonably requested by the Secured Party, to perfect the Security Interest granted hereunder and otherwise to carry out the intent and purposes of this Agreement, or for assuring and confirming to the Secured Party the grant or perfection of a security interest in all the Collateral. (c) The Company hereby irrevocably appoints the Secured Party as the Company's attorney-in-fact, with full authority in the place and stead of the Company and in the name of the Company, from time to time in the Secured Party's discretion, to take any action and to execute any instrument which the Secured Party may deem necessary or advisable to accomplish the purposes of this Agreement, including the filing, in its sole discretion, of one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of the Company where permitted by law. 13.

Power of Attorney; Further Assurances. (a) Each Grantor To the extent permitted by applicable law (including, without limitation, Israeli law regarding the process for realization and foreclosure of security interests), the Company authorizes the Secured PartiesAgent, and does hereby make, constitute and appoint it, the Agent and its respective officers, agents, successors or assigns with full power of substitution, as such Grantorthe Company's true and lawful attorney-in-fact, with power, in its own name or in the name of such Grantorthe Agent or the Company, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notesnote, checks, drafts, money orders, orders or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Secured PartiesAgent; (ii) to sign and endorse any UCC financing statement pursuant to the UCC, any notification to the Israeli Registrar of Companies, to the United States Copyright Office, to the United States Patent and Trademark Office and to the Israeli Patent and Trademark Office or any invoice, freight or express xxxxbill, xxxx bill of lading, storage or warehouse receipts, drafts against Companyagaixxx dexxxxs, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and xxx sue for monies due in respect of the Collateral; and (v) to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generally, to do, at the option of the Secured PartiesAgent, and at the Grantor's expenseexpense of the Company, at any time, or from time to time, to execute and deliver any and all documents and instruments and to do all acts and things which the Secured Parties deem Agent deems necessary to protect, preserve and realize upon the Collateral and the Security Interest Interests granted therein, therein in order to effect the intent of this Agreement and the Notes, Notes all as fully and effectually as the Grantor Company might or could do; and each Grantor the Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this AgreementAgreement and thereafter as long as any of the Obligations shall be outstanding and the Agent and its officers, agents, successors or assigns may perform all of such actions permitted hereunder for the benefit of the Agent and the Secured Parties. Without limiting the generality of the foregoing, solely after the occurrence and during the continuance of an Event of Default, the Agent, on behalf of the Secured Parties, is specifically authorized to execute and file any applications for or instruments of transfer and assignment of any patents, trademarks, copyrights or other Intellectual Property with the United States Patent and Trademark Office, the Israeli Patent and Trademark Office and the United States Copyright Office.

Power of Attorney; Further Assurances. (a) Each Grantor The Borrower authorizes the Secured Parties, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as such Grantor's the Borrower’s true and lawful attorney-in-fact, with power, in its own name or in the name of such Grantorthe Borrower, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Secured Parties; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipts, drafts against CompanyBorrower, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and xxx for monies due in respect of the Collateral; and (v) generally, to do, at the option of the Secured Parties, and at the Grantor's Borrower’s expense, at any time, or from time to time, all acts and things which the Secured Parties deem necessary to protect, preserve and realize upon the Collateral and the Security Interest granted therein, in order to effect the intent of this Agreement and the NotesDebentures, all as fully and effectually as the Grantor Borrower might or could do; and each Grantor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement.could

Power of Attorney; Further Assurances. (a) Each Grantor The Company authorizes the Secured PartiesParty, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or permitted assigns with full power of substitution, as such Grantor's the Company’s true and lawful attorney-in-fact, with power, in its own name or in the name of such Grantorthe Company, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Secured PartiesParty; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipts, drafts against Companydebtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and xxx for monies due in respect of the Collateral; and (v) generally, to do, at the option of the Secured PartiesParty, and at the Grantor's expense, at any time, or from time to time, Company’s expense after the occurrence and during the continuance of an Event of Default all acts and things which the Secured Parties deem Party reasonably deems necessary to protect, preserve and realize upon the Collateral and the Security Interest granted therein, therein in order to effect the intent of this Agreement and Agreement, the NotesNote, all as fully and effectually as the Grantor Company might or could do; and each Grantor the Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this AgreementAgreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) Each Grantor The Company authorizes the Secured PartiesParty, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as such Grantorthe Company's true and lawful attorney-in-fact, with power, in its own name or in the name of such Grantorthe Company, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Secured PartiesParty; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express xxxxbill, xxxx of xxll xx lading, storage or warehouse receipts, drafts against Companydebtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and sue xxx for monies due in respect of the Collateral; and (v) generally, to do, at the option of the Secured PartiesParty, and at the GrantorCompany's expense, at any time, or from time to time, all acts and things which the Secured Parties deem Party deems necessary to protect, preserve and realize upon the Collateral and the Security Interest granted therein, therein in order to effect the intent of this Agreement and the NotesDebentures, all as fully and effectually as the Grantor Company might or could do; and each Grantor the Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this AgreementAgreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) Each Grantor Debtor authorizes the Secured Parties, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as such Grantor's the Debtors' true and lawful attorney-in-fact, with power, in its own name or in the name of such Grantorthe Debtors, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Secured Parties; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express xxxxbill, xxxx bill of lading, storage or warehouse receipts, drafts against Companydexxxxs, assignmentsxxxignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and xxx sue for monies due in respect of the Collateral; and (v) generally, to doxx, at the option of the Secured Parties, and at the Grantor's Debtors' expense, at any time, or from time to time, all acts and things which the Secured Parties deem necessary to protect, preserve and realize upon the Collateral and the Security Interest Interests granted therein, therein in order to effect the intent of this Agreement Agreement, the Debentures and the NotesSecurity Agreement, all as fully and effectually as the Grantor Debtors might or could do; and each Grantor Debtor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this AgreementAgreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) Each Grantor The Company authorizes the Secured PartiesParty, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as such Grantorthe Company's true and lawful attorney-in-fact, with power, in its own name or in the name of such Grantorthe Company, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Secured PartiesParty; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express xxxxbill, xxxx bill of lading, storage or warehouse receipts, drafts against Companyagxxxxt dxxxxrs, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and xxx sue for monies due in respect of the Collateral; and (v) generally, to xo do, at the option of the Secured PartiesParty, and at the GrantorCompany's expense, at any time, or from time to time, all acts and things which the Secured Parties deem Party deems necessary to protect, preserve and realize upon the Collateral and the Security Interest granted therein, therein in order to effect the intent of this Agreement Agreement, the Notes and the NotesWarrants, all as fully and effectually as the Grantor Company might or could do; and each Grantor the Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this AgreementAgreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) Each Grantor The Company authorizes the Secured PartiesParty, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as such Grantorthe Company's true and lawful attorney-in-fact, with power, in its own name or in the name of such Grantorthe Company, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral Intellectual Property that may come into possession of the Secured PartiesParty; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express xxxxbill, xxxx bill of lading, storage or xxxraxx xr warehouse receipts, drafts against Companydebtors, assignments, verifications and notices in connection with accounts, and other documents relating to the CollateralIntellectual Property; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the CollateralIntellectual Property; (iv) to demand, collect, receipt for, compromise, settle and xxx sue for monies due in respect of the CollateralIntellectual Property; and (v) generally, to do, at the option of the Secured PartiesParty, and at the GrantorCompany's expense, at any time, or from time to time, all acts and things which the Secured Parties deem Party deems necessary to protect, preserve and realize upon the Collateral Intellectual Property and the Security Interest granted therein, therein in order to effect the intent of this Agreement Agreement, the Notes and the NotesWarrants, all as fully and effectually as the Grantor Company might or could do; and each Grantor the Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this AgreementAgreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) Each Grantor The Company ------------------------------------------- authorizes the Secured PartiesParty, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as such Grantorthe Company's true and lawful attorney-in-fact, with power, in its own name or in the name of such Grantorthe Company, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Secured PartiesParty; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express xxxxbill, xxxx bill of lading, storage or warehouse receipts, drafts against Companyxxxinsx debtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and xxx sue for monies due in respect of the Collateral; and (v) generally, to xx do, at the option of the Secured PartiesParty, and at the GrantorCompany's expense, at any time, or from time to time, all acts and things which the Secured Parties deem Party deems necessary to protect, preserve and realize upon the Collateral and the Security Interest granted therein, therein in order to effect the intent of this Agreement and the NotesDebentures, all as fully and effectually as the Grantor Company might or could do; and each Grantor the Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this AgreementAgreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) Each Grantor The Company authorizes the Secured PartiesParty, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as such Grantor's the Company’s true and lawful attorney-in-fact, with power, in its own name or in the name of such Grantorthe Company, to, after the occurrence and during the continuance of an Event of Default, Default (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Secured PartiesParty; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipts, drafts against Companydebtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and xxx for monies due in respect of the Collateral; and (v) generally, to do, at the option of the Secured PartiesParty, and at the Grantor's Company’s expense, at any time, or from time to time, all acts and things which the Secured Parties deem Party deems necessary to protect, preserve and realize upon the Collateral and the Security Interest granted therein, therein in order to effect the intent of this Agreement Agreement, and the Notes, all as fully and effectually as the Grantor Company might or could do; and each Grantor the Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this AgreementAgreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) Each Grantor The Company authorizes the Secured PartiesParty, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as such Grantorthe Company's true and lawful attorney-in-fact, with power, in its own name or in the name of such Grantorthe Company, to, after the occurrence and during the continuance of an Event of Default, (i) endorse -endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Secured PartiesParty; (ii) to -to sign and endorse any UCC financing statement or any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipts, drafts against Companydebtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to -to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to -to demand, collect, receipt for, compromise, settle and xxx for monies due in respect of the Collateral; and (v) generally-generally, to do, at the option of the Secured PartiesParty, and at the GrantorCompany's expense, at any time, or from time to time, all acts and things which the Secured Parties deem Party deems necessary to protect, preserve and realize upon the Collateral and the Security Interest granted therein, therein in order to effect the intent of this Agreement Agreement, the Notes and the NotesWarrants, all as fully and effectually as the Grantor Company might or could do; and each Grantor the Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this AgreementAgreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) Each Grantor The Debtor authorizes the Secured PartiesParty, and does hereby make, constitute and appoint it, the Secured Party and its respective officers, agents, successors or assigns with full power of substitution, as such Grantorthe Debtor's true and lawful attorney-in-fact, with power, in its own name or in the name of such Grantorthe Secured Party or the Debtor, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notesnote, checks, drafts, money orders, orders or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Secured PartiesParty; (ii) to sign and endorse any UCC financing statement pursuant to the UCC or any invoice, freight or express xxxxbill, xxxx bill of lading, storage or warehouse receipts, drafts against Companydraftx xxainst debtoxx, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and xxx sue for monies due in respect of the Collateral; and (v) generallygxxxrally, to do, at the option of the Secured PartiesParty, and at the Grantor's expenseexpense of the Debtor, at any time, or from time to time, all acts and things which the Secured Parties Party deem necessary to protect, preserve and realize upon the Collateral and the Security Interest granted therein, therein in order to effect the intent of this Agreement and the Notes, Debenture all as fully and effectually as the Grantor Debtor might or could do; and each Grantor the Debtor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this AgreementAgreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) Each Grantor A. The Company authorizes the Secured PartiesParty, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as such Grantor's the Company’s true and lawful attorney-in-fact, with power, in its own name or in the name of such Grantorthe Company, to, after the occurrence and during the continuance of an Event of DefaultDefault that has not been cured in a timely manner, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral Intellectual Property that may come into possession of the Secured PartiesParty; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express xxxxbxxx, xxxx bxxx of lading, storage or warehouse receipts, drafts against Companydebtors, assignments, verifications and notices in connection with accounts, and other documents relating to the CollateralIntellectual Property; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the CollateralIntellectual Property; (iv) to demand, collect, receipt for, compromise, settle and xxx sxx for monies due in respect of the CollateralIntellectual Property; and (v) generally, to do, at the option of the Secured PartiesParty, and at the Grantor's Company’s expense, at any time, or from time to time, all acts and things which the Secured Parties deem Party deems necessary to protect, preserve and realize upon the Collateral Intellectual Property and the Security Interest granted therein, therein in order to effect the intent of this Agreement Agreement, the Notes and the NotesWarrants, all as fully and effectually as the Grantor Company might or could do; and each Grantor the Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this AgreementAgreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) Each Grantor The Obligor authorizes each of the Secured Parties, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as such Grantor's the Obligor’s true and lawful attorney-in-fact, with power, in its own name or in the name of such Grantorthe Obligor, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the such Secured PartiesParty; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express xxxxbxxx, xxxx bxxx of lading, storage or warehouse receipts, drafts against Companydebtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and xxx sxx for monies due in respect of the Collateral; and (v) generally, to do, at the option of the such Secured PartiesParty, and at the Grantor's Obligor’s expense, at any time, or from time to time, all acts and things which the such Secured Parties deem Party deems necessary to protect, preserve and realize upon the Collateral and the Security Interest granted therein, therein in order to effect the intent of this Agreement Agreement, the Notes and the Notes, Transaction Documents all as fully and effectually as the Grantor Obligor might or could do; and each Grantor the Obligor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this AgreementAgreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) Each Grantor The Company authorizes the Secured PartiesParty, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as such Grantorthe Company's true and lawful attorney-in-fact, with power, in its own name or in the name of such Grantorthe Company, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Secured PartiesParty; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express xxxxbill, xxxx of xxll xx lading, storage or warehouse receipts, drafts against Companydebtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and sue xxx for monies due in respect of the Collateral; and (v) generally, to do, at the option of the Secured PartiesParty, and at the GrantorCompany's expense, at any time, or from time to time, all acts and things which the Secured Parties deem Party deems necessary to protect, preserve and realize upon the Collateral and the Security Interest granted therein, therein in order to effect the intent of this Agreement Agreement, the Debentures and the NotesWarrants, all as fully and effectually as the Grantor Company might or could do; and each Grantor the Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this AgreementAgreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) Each Grantor The Company authorizes the Secured PartiesParty, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as such Grantor's the Company’s true and lawful attorney-in-fact, with power, in its own name or in the name of such Grantorthe Company, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Secured PartiesParty; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipts, drafts against Company, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and xxx for monies due in respect of the Collateral; and (v) generally, to do, at the option of the Secured PartiesParty, and at the Grantor's Company’s expense, at any time, or from time to time, all acts and things which the Secured Parties deem Party deems necessary to protect, preserve and realize upon the Collateral and the Security Interest granted therein, therein in order to effect the intent of this Agreement and the NotesAgreement, all as fully and effectually as the Grantor Company might or could do; and each Grantor the Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this AgreementAgreement and thereafter as long as any of the Company’s obligations under this Agreement and the Company’s obligations under the Purchase Agreement as they relate to the Secured Party’s Relinquishments shall be outstanding.

Power of Attorney; Further Assurances. (a) Each Grantor Debtor authorizes the Secured Parties, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as such Grantor's the Debtors' true and lawful attorney-in-fact, with power, in its own name or in the name of such Grantorthe Debtors, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Secured Parties; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express xxxxbill, xxxx bill of lading, storage or warehouse receipts, drafts draxxx against Companydebtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and xxx sue for monies due in respect of the Collateral; and (v) generallyxxnerally, to do, at the option of the Secured Parties, and at the Grantor's Debtors' expense, at any time, or from time to time, all acts and things which the Secured Parties deem deems necessary to protect, preserve and realize upon the Collateral and the Security Interest granted therein, therein in order to effect the intent of this Agreement Agreement, the Debentures and the NotesSecurity Agreement, all as fully and effectually as the Grantor Debtors might or could do; and each Grantor Debtor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this AgreementAgreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) Each Grantor The Company authorizes the Secured PartiesParty, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as such Grantor's the Company’s true and lawful attorney-in-fact, with power, in its own name or in the name of such Grantorthe Company, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other other. instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral Intellectual Property that may come into possession of the Secured PartiesParty; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipts, drafts against Companydebtors, assignments, verifications and notices in connection with accounts, and other documents relating to the CollateralIntellectual Property; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the CollateralIntellectual Property; (iv) to demand, collect, receipt for, compromise, settle and xxx for monies due in respect of the CollateralIntellectual Property; and (v) generally, to do, at the option of the Secured PartiesParty, and at the Grantor's Company’s expense, at any time, or from time to time, all acts and things which the Secured Parties deem Party deems necessary to protect, preserve and realize upon the Collateral Intellectual Property and the Security Interest granted therein, therein in order to effect the intent of this Agreement Agreement, the Notes and the NotesWarrants, all as fully and effectually as the Grantor Company might or could do; and each Grantor the Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this AgreementAgreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) Each Grantor The Obligor authorizes the Secured PartiesParty, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as such Grantor's the Obligor’s true and lawful attorney-in-fact, with power, in its own name or in the name of such Grantorthe Obligor, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the such Secured PartiesParty; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express xxxxbill, xxxx bill of lading, storage or warehouse receipts, drafts against Companydebtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests interests, or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle settle, and xxx sue for monies due in respect of the Collateral; and (v) generally, to do, at the option of the such Secured PartiesParty, and at the Grantor's Obligor’s expense, at any time, or from time to time, all acts and things which the such Secured Parties deem Party deems necessary to protect, preserve preserve, and realize upon the Collateral and the Security Interest granted therein, therein in order to effect the intent of this Agreement Agreement, the Note, and the Notes, Transaction Documents all as fully and effectually as the Grantor Obligor might or could do; and each Grantor the Obligor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this AgreementAgreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) Each Grantor The Obligor authorizes the Secured PartiesParty, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as such Grantor's each Obligor’s true and lawful attorney-attorney- in-fact, with power, in its own name or in the name of such Grantorthe Obligor, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notesDebentures, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Secured PartiesParty; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipts, drafts against Companydebtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and xxx for monies due in respect of the Collateral; and (v) generally, to do, at the option of the Secured PartiesParty, and at the Grantor's Obligor’ expense, at any time, or from time to time, all acts and things which the Secured Parties deem Party deems necessary to protect, preserve and realize upon the Collateral and the Security Interest granted therein, therein in order to effect the intent of this Agreement Agreement, the Debentures and the Notes, Transaction Documents all as fully and effectually as the Grantor Obligor might or could do; and each Grantor Obligor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this AgreementAgreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) Each Grantor The Company authorizes CrossHill, as the duly authorized agent of the Secured Parties, and does hereby make, constitute and appoint itCrossHill, and its respective officers, agents, successors or assigns with full power of substitution, as such Grantorthe Company's true and lawful attorney-in-fact, with power, in its own name or in the name of such Grantorthe Company, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Secured PartiesParty; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipts, drafts against Companydebtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and xxx for monies due in respect of the Collateral; and (v) generally, to do, at the option of the Secured Parties, and at the GrantorCompany's expense, at any time, or from time to time, all acts and things which the Secured Parties deem CrossHill deems necessary to protect, preserve and realize upon the Collateral and the Security Interest granted therein, therein in order to effect the intent of this Agreement Agreement, the Senior Notes and the NotesWarrants, all as fully and effectually as the Grantor Company might or could do; and each Grantor the Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this AgreementAgreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (ad) Each The Grantor authorizes the Agent and the Secured Parties, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as such the Grantor's ’s true and lawful attorney-in-fact, with power, in its own name or in the name of such the Grantor, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Agent or the Secured Parties; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipts, drafts against Company, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateralstatement; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and xxx for monies due in respect of the Collateral; and (v) generally, to do, at the option of the Agent and the Secured Parties, and at the Grantor's ’s expense, at any time, or from time to time, all acts and things which the Agent and the Secured Parties deem necessary to protect, preserve and realize upon the Collateral and the Security Interest granted therein, in order to effect the intent of this Agreement and the NotesAgreement, all as fully and effectually as the Grantor might or could do; and each the Grantor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement.

Power of Attorney; Further Assurances. (a) Each Grantor The Company ------------------------------------------- authorizes the Secured PartiesParty, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as such Grantorthe Company's true and lawful attorney-in-fact, with power, in its own name or in the name of such Grantorthe Company, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Secured PartiesParty; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express xxxxbill, xxxx bill of lading, storage or warehouse receipts, drafts against Companyxxxinsx debtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and xxx sue for monies due in respect of the Collateral; and (v) generally, to xx do, at the option of the Secured PartiesParty, and at the GrantorCompany's expense, at any time, or from time to time, all acts and things which the Secured Parties deem Party deems necessary to protect, preserve and realize upon the Collateral and the Security Interest granted therein, therein in order to effect the intent of this Agreement and the Notes, Debentures all as fully and effectually as the Grantor Company might or could do; and each Grantor the Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this AgreementAgreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) Each Grantor The Company authorizes the Agent, as agent for the Secured PartiesParty, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as such Grantorthe Company's true and lawful attorney-in-fact, with power, in its own name or in the name of such Grantorthe Company, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral Intellectual Property that may come into possession of the Agent or any Secured PartiesParty; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipts, drafts against Companydebtors, assignments, verifications and notices in connection with accounts, and other documents relating to the CollateralIntellectual Property; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the CollateralIntellectual Property; (iv) to demand, collect, receipt for, compromise, settle and xxx for monies due in respect of the CollateralIntellectual Property; and (v) generally, to do, at the option of the Secured PartiesAgent, and at the GrantorCompany's expense, at any time, or from time to time, all acts and things which the Secured Parties deem Agent deems necessary to protect, preserve and realize upon the Collateral Intellectual Property and the Security Interest granted therein, therein in order to effect the intent of this Agreement Agreement, the Debentures and the NotesWarrants, all as fully and effectually as the Grantor Company might or could do; and each Grantor the Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this AgreementAgreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) Each Grantor Issuer authorizes the Secured PartiesParty, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as such Grantor's Issuer’s true and lawful attorney-in-fact, with power, in its own name or in the name of such GrantorIssuer, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral Intellectual Property that may come into possession of the Secured PartiesParty; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express xxxxbxxx, xxxx bxxx of lading, storage or warehouse receipts, drafts against Companydebtors, assignments, verifications and notices in connection with accounts, and other documents relating to the CollateralIntellectual Property; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the CollateralIntellectual Property; (iv) to demand, collect, receipt for, compromise, settle and xxx sxx for monies due in respect of the CollateralIntellectual Property; and (v) generally, to do, at the option of the Secured PartiesParty, and at the Grantor's Issuers’ expense, at any time, or from time to time, all acts and things which the Secured Parties deem Party deems necessary to protect, preserve and realize upon the Collateral Intellectual Property and the Security Interest granted therein, therein in order to effect the intent of this Agreement and Agreement, the NotesNote, the Subscription Agreement, all as fully and effectually as the Grantor Issuers might or could do; and each Grantor Issuer hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this AgreementAgreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) Each Grantor The Obligor authorizes the Secured PartiesParty, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as such Grantor's each Obligor’s true and lawful attorney-in-fact, with power, in its own name or in the name of such Grantorthe Obligor, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Secured PartiesParty; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipts, drafts against Companydebtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and xxx for monies due in respect of the Collateral; and (v) generally, to do, at the option of the Secured PartiesParty, and at the Grantor's Obligor’ expense, at any time, or from time to time, all acts and things which the Secured Parties deem Party deems necessary to protect, preserve and realize upon the Collateral and the Security Interest granted therein, therein in order to effect the intent of this Agreement Agreement, the Notes and the Notes, Transaction Documents all as fully and effectually as the Grantor Obligor might or could do; and each Grantor Obligor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this AgreementAgreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) Each Grantor The Company authorizes the Secured PartiesParty, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as such Grantorthe Company's true and lawful attorney-in-fact, with power, in its own name or in the name of such Grantorthe Company, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral Intellectual Property that may come into possession of the Secured PartiesParty; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express xxxxbill, xxxx bill of lading, storage or warehouse ox xxrexxxxe receipts, drafts against Companydebtors, assignments, verifications and notices in connection with accounts, and other documents relating to the CollateralIntellectual Property; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the CollateralIntellectual Property; (iv) to demand, collect, receipt for, compromise, settle and xxx sue for monies due in respect of the Collateralox xhe Intellectual Property; and (v) generally, to do, at the option of the Secured PartiesParty, and at the GrantorCompany's expense, at any time, or from time to time, all acts and things which the Secured Parties deem Party deems necessary to protect, preserve and realize upon the Collateral Intellectual Property and the Security Interest granted therein, therein in order to effect the intent of this Agreement Agreement, the Notes and the NotesWarrants, all as fully and effectually as the Grantor Company might or could do; and each Grantor the Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this AgreementAgreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) Each Grantor The Company authorizes the Agent, as agent for the Secured Parties, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as such Grantorthe Company's true and lawful attorney-in-fact, with power, in its own name or in the name of such Grantorthe Company, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Agent or any Secured Parties; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express xxxxbxxx, xxxx bxxx of lading, storage or warehouse receipts, drafts against Companydebtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and xxx sxx for monies due in respect of the Collateral; and (v) generally, to do, at the option of the Secured PartiesAgent, and at the GrantorCompany's expense, at any time, or from time to time, all acts and things which the Secured Parties deem Agent deems necessary to protect, preserve and realize upon the Collateral and the Security Interest granted therein, therein in order to effect the intent of this Agreement Agreement, the Debentures, and the NotesWarrants, all as fully and effectually as the Grantor Company might or could do; and each Grantor the Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this AgreementAgreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) Each Grantor Subject to the rights of Wachovia under the Wachovia Agreement, each Debtor authorizes the Secured Parties, and does hereby make, constitute and appoint it, the Secured Parties and its their respective officers, agents, successors or assigns with full power of substitution, as such GrantorDebtor's true and lawful attorney-in-fact, with power, in its own name or in the name of the various Secured Parties or such GrantorDebtor, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notesnote, checks, drafts, money orders, orders or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Secured Parties; (ii) to sign and endorse any UCC financing statement pursuant to the UCC or any invoice, freight or express xxxxbill, xxxx bill of lading, storage or warehouse ox xxrexxxxe receipts, drafts against Companydebtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and xxx sue for monies due in respect rxxxect of the Collateral; and (v) to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generally, to do, at the option of the Secured Parties, and at the Grantor's expenseexpense of the Debtors, at any time, or from time to time, to execute and deliver any and all documents and instruments and to do all acts and things which the Secured Parties deem necessary to protect, preserve and realize upon the Collateral and the Security Interest granted therein, therein in order to effect the intent of this Agreement and the Notes, Notes all as fully and effectually as the Grantor Debtors might or could do; and each Grantor Debtor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this AgreementAgreement and thereafter as long as any of the Obligations shall be outstanding. The designation set forth herein shall be deemed to amend and supersede any inconsistent provision in the Organizational Documents or other documents or agreements to which any Debtor is subject or to which any Debtor is a party. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, each Secured Party is specifically authorized to execute and file any applications for or instruments of transfer and assignment of any patents, trademarks, copyrights or other Intellectual Property with the United States Patent and Trademark Office and the United States Copyright Office.

Power of Attorney; Further Assurances. (a) Each Grantor a. The Company authorizes the Secured Parties, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as such Grantor's the Company’s true and lawful attorney-in-fact, with power, in its own name or in the name of such Grantorthe Company, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including including, without limitation, payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Secured Parties; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express xxxxbxxx, xxxx bxxx of lading, storage or warehouse receipts, drafts against Companydebtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and xxx sxx for monies due in respect of the Collateral; and (v) generally, to do, at the option of the Secured Parties, and at the Grantor's Company’s expense, at any time, or from time to time, all acts and things which the Secured Parties deem necessary to protect, preserve and realize upon the Collateral and the Security Interest granted therein, therein in order to effect the intent of this Agreement and the Notes, all as fully and effectually as the Grantor Company might or could do; and each Grantor the Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this AgreementAgreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) Each Grantor Debtor authorizes the Secured Parties, and does hereby make, constitute and appoint it, the Secured Parties and its their respective officers, agents, successors or assigns with full power of substitution, as such GrantorDebtor's true and lawful attorney-in-fact, with power, in its own name or in the name of the various Secured Parties or such GrantorDebtor, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notesnote, checks, drafts, money orders, orders or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Secured Parties; (ii) to sign and endorse any UCC financing statement pursuant to the UCC or any invoice, freight or express xxxxbill, xxxx bill of lading, storage or warehouse receipts, drafts against Companydrafxx agaxxxx debtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and xxx sue for monies due in respect of the Collateral; and (v) to transfex xny Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generally, to do, at the option of the Secured Parties, and at the Grantor's expenseexpense of the Debtors, at any time, or from time to time, to execute and deliver any and all documents and instruments and to do all acts and things which the Secured Parties deem necessary to protect, preserve and realize upon the Collateral and the Security Interest granted therein, therein in order to effect the intent of this Agreement and the Notes, Notes all as fully and effectually as the Grantor Debtors might or could do; and each Grantor Debtor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this AgreementAgreement and thereafter as long as any of the Obligations shall be outstanding. The designation set forth herein shall be deemed to amend and supersede any inconsistent provision in the Organizational Documents or other documents or agreements to which any Debtor is subject or to which any Debtor is a party. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, each Secured Party is specifically authorized to execute and file any applications for or instruments of transfer and assignment of any patents, trademarks, copyrights or other Intellectual Property with the United States Patent and Trademark Office and the United States Copyright Office.

Power of Attorney; Further Assurances. (a) Each Grantor The Company authorizes the Secured PartiesParty, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as such Grantorthe Company's true and lawful attorney-in-fact, with power, in its own name or in the name of such Grantorthe Company, to, after the occurrence and during the continuance of an Event of DefaultDefault that has not been cured as provided for herein and in other agreements related to this transaction, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Secured PartiesParty; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipts, drafts against Companydebtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, . security interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and xxx for monies due in respect of the Collateral; and (v) generally, to do, at the option of the Secured PartiesParty, and at the GrantorCompany's expense, at any time, or from time to time, all acts and things which the Secured Parties deem Party deems necessary to protect, preserve and realize upon the Collateral and the Security Interest granted therein, therein in order to effect the intent of this Agreement and Agreement, the Notes, all as fully and effectually as the Grantor Company might or could do; and each Grantor the Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this AgreementAgreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) Each Grantor The Company authorizes the Secured PartiesParty, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as such Grantorthe Company's true and lawful attorney-in-fact, with power, in its own name or in the name of such Grantorthe Company, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral Intellectual Property that may come into possession of the Secured PartiesParty; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express xxxxbill, xxxx bill of lading, storage or warehouse receipts, drafts against Companyaxxxxst xxxtors, assignments, verifications and notices in connection with accounts, and other documents relating to the CollateralIntellectual Property; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the CollateralIntellectual Property; (iv) to demand, collect, receipt for, compromise, settle and xxx sue for monies due in respect of the CollateralIntellectual Property; and axx (v) generally, to do, at the option of the Secured PartiesParty, and at the GrantorCompany's expense, at any time, or from time to time, all acts and things which the Secured Parties deem Party deems necessary to protect, preserve and realize upon the Collateral Intellectual Property and the Security Interest granted therein, therein in order to effect the intent of this Agreement Agreement, the Debentures and the NotesWarrants, all as fully and effectually as the Grantor Company might or could do; and each Grantor the Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this AgreementAgreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) Each Grantor Subject to the terms of the Intercreditor Agreement (as defined in the Note), the Debtor authorizes the Secured PartiesParty, and does hereby make, constitute and appoint it, the Secured Party and its respective officers, agents, successors or assigns with full power of substitution, as such Grantor's the Debtor’s true and lawful attorney-in-fact, with power, in its own name or in the name of such Grantorthe Secured Party or the Debtor, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notesnote, checks, drafts, money orders, orders or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Secured PartiesParty; (ii) to sign and endorse any UCC financing statement pursuant to the UCC or any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipts, drafts against Companydebtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and xxx for monies due in respect of the Collateral; and (v) to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generally, to do, at the option of the Secured PartiesParty, and at the Grantor's expenseexpense of the Debtor, at any time, or from time to time, to execute and deliver any and all documents and instruments and to do all acts and things which the Secured Parties deem Party deems necessary to protect, preserve and realize upon the Collateral and the Security Interest Interests granted therein, therein in order to effect the intent of this Agreement and the Notes, Note all as fully and effectually as the Grantor Debtor might or could do; and each Grantor the Debtor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this AgreementAgreement and thereafter as long as any of the Obligations shall be outstanding. The designation set forth herein shall be deemed to amend and supersede any inconsistent provision in the Organizational Documents or other documents or agreements to which the Debtor is subject or to which the Debtor is a party. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, the Secured Party is specifically authorized to execute and file any applications for or instruments of transfer and assignment of any patents, trademarks, copyrights or other Intellectual Property with the United States Patent and Trademark Office and the United States Copyright Office.

Power of Attorney; Further Assurances. (a) Each Grantor The Company authorizes the Secured PartiesParty, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as such Grantorthe Company's true and lawful attorney-in-fact, with power, in its own name or in the name of such Grantorthe Company, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral Intellectual Property that may come into possession of the Secured PartiesParty; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express xxxxbill, xxxx bill of ladingladinx, storage stoxxxx or warehouse receipts, drafts against Companydebtors, assignments, verifications and notices in connection with accounts, and other documents relating to the CollateralIntellectual Property; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the CollateralIntellectual Property; (iv) to demand, collect, receipt for, compromise, settle and xxx sue for monies due in respect ix xespect of the CollateralIntellectual Property; and (v) generally, to do, at the option of the Secured PartiesParty, and at the GrantorCompany's expense, at any time, or from time to time, all acts and things which the Secured Parties deem Party deems necessary to protect, preserve and realize upon the Collateral Intellectual Property and the Security Interest granted therein, therein in order to effect the intent of this Agreement Agreement, the Debentures and the NotesWarrants, all as fully and effectually as the Grantor Company might or could do; and each Grantor the Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this AgreementAgreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) Each Grantor Debtor authorizes the Secured PartiesParty, and does hereby make, constitute and appoint it, the Secured Party and its respective officers, agents, successors or assigns with full power of substitution, as such Grantor's Debtor’s true and lawful attorney-in-fact, with power, in its own name or in the name of the Secured Party or such GrantorDebtor, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notesnote, checks, drafts, money orders, orders or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Secured PartiesParty; (ii) to sign and endorse any UCC financing statement pursuant to the UCC or any invoice, freight or express xxxxbxxx, xxxx bxxx of lading, storage or warehouse receipts, drafts against Companydebtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt forreceive, compromise, settle and xxx sxx for monies due in respect of the Collateral; and (v) transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generally, to do, at the option of the Secured PartiesParty, and at the Grantor's expenseexpense of the Debtors, at any time, or from time to time, execute and deliver any and all documents and instruments and do all acts and things which the Secured Parties deem Party deems necessary to protect, preserve and realize upon the Collateral and the Security Interest Interests granted therein, therein in order to effect the intent of this Agreement Agreement, the Note and the Notes, other Transaction Documents all as fully and effectually as the Grantor Debtors might or could do; and each Grantor Debtor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement. The designation set forth herein shall be deemed to amend and supersede any inconsistent provision in the Organizational Documents or other documents or agreements to which any Debtor is subject or to which any Debtor is a party. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, the Secured Party is specifically authorized to execute and file any applications for or instruments of transfer and assignment of any patents, trademarks, copyrights or other Intellectual Property with the United States Patent and Trademark Office and the United States Copyright Office.

Power of Attorney; Further Assurances. (a) Each Grantor Debtor authorizes the Secured PartiesParty, and does hereby make, constitute and appoint it, the Secured Party and its respective officers, agents, successors or assigns with full power of substitution, as such Grantor's Debtor’s true and lawful attorney-in-fact, with power, in its own name or in the name of the Secured Party or such GrantorDebtor, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notesnote, checks, drafts, money orders, orders or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Secured PartiesParty; (ii) to sign and endorse any UCC financing statement pursuant to the UCC or any invoice, freight or express xxxxbxxx, xxxx bxxx of lading, storage or warehouse receipts, drafts against Companydebtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and xxx sxx for monies due in respect of the Collateral; and (v) transfer any IP Collateral or provide licenses respecting any IP Collateral; and (vi) generally, to do, at the option of the Secured PartiesParty, and at the Grantor's expenseexpense of the Debtors, at any time, or from time to time, execute and deliver any and all documents and instruments and do all acts and things which the Secured Parties deem Party deems necessary to protect, preserve and realize upon the Collateral and the Security Interest Interests granted therein, therein in order to effect the intent of this Agreement and the Notes, Secured Notes all as fully and effectually as the Grantor Debtors might or could do; and each Grantor Debtor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this AgreementAgreement and thereafter as long as any of the Obligations shall be outstanding. The designation set forth herein shall be deemed to amend and supersede any inconsistent provision in the Organizational Documents or other documents or agreements to which any Debtor is subject or to which any Debtor is a party. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, the Secured Party is specifically authorized to execute and file any applications for or instruments of transfer and assignment of any patents, trademarks or copyrights included in the IP Collateral, or other IP Collateral, with the United States Patent and Trademark Office and the United States Copyright Office.

Power of Attorney; Further Assurances. (a) Each Grantor Obligor authorizes the Secured Parties, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as such Grantor's Obligor’s true and lawful attorney-in-fact, with power, in its own name or in the name of such GrantorObligor, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Secured Parties; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipts, drafts against Companydebtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and xxx for monies due in respect of the Collateral; and (v) generally, to do, at the option of the Secured Parties, and at the Grantor's such Obligor’s expense, at any time, or from time to time, all acts and things which the Secured Parties deem deems necessary to protect, preserve and realize upon the Collateral and the Security Interest granted therein, therein in order to effect the intent of this Agreement and the Notes, all as fully and effectually as the Grantor such Obligor might or could do; and each Grantor Obligor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this AgreementAgreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) Each Grantor 15.1 The Company authorizes the Secured PartiesParty, and does hereby make, constitute and appoint it, the Secured Party and its respective officers, agents, successors or assigns with full power of substitution, as such Grantor's the Company’s true and lawful attorney-in-fact, with power, in its own name or in the name of such Grantorthe Secured Party or the Company, to, after the occurrence and (unless the Event of Default has been waived by the Secured Party) or during the continuance of an Event of Default, (i) endorse any notesnote, checks, drafts, money orders, orders or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Secured Parties; Party, (ii) to sign and endorse any UCC financing statement pursuant to the UCC or any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipts, drafts against Companydebtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and xxx for monies due in respect of the Collateral; and (v) to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generally, to do, at the option of the Secured PartiesParty, and at the Grantor's expenseexpense of the Company, at any time, or from time to time, to execute and deliver any and all documents and instruments and to do all acts and things which the Secured Parties deem Party, upon the advice of its counsel, deems necessary to protect, preserve and realize upon the Collateral and the Security Interest Interests granted therein, therein in order to effect the intent of this Agreement and the Notes, Note all as fully and effectually as the Grantor Company might or could do; and each Grantor the Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this AgreementAgreement and thereafter as long as any of the Obligations shall be outstanding. The designation set forth herein shall be deemed to amend and supersede any inconsistent provision in the Organizational Documents or other documents or agreements to which the Company is subject or to which the Company is a party. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, the Secured Party is specifically authorized to execute and file any applications for or instruments of transfer and assignment of any patents, trademarks, copyrights or other Intellectual Property with the United States Patent and Trademark Office and the United States Copyright Office.

Power of Attorney; Further Assurances. (a) Each Grantor A. The Company authorizes the Secured PartiesParty, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as such Grantorthe Company's true and lawful attorney-in-fact, with power, in its own name or in the name of such Grantorthe Company, to, after the occurrence and during the continuance of an Event of Default, : (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Secured PartiesParty; (ii) at any time, to sign and endorse any UCC financing statement or any invoice, freight or express xxxxbxxx, xxxx bxxx of lading, storage or warehouse receipts, drafts against Companydebtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and xxx sxx for monies due in respect of the Collateral; and (v) generally, to do, at the option of the Secured PartiesParty, and at the GrantorCompany's expense, at any time, or from time to time, all acts and things which the Secured Parties deem Party deems necessary to protect, preserve and realize upon the Collateral and the Security Interest granted therein, therein in order to effect the intent of this Agreement Agreement, the Promissory Notes and the Notesany other agreements, all as fully and effectually as the Grantor Company might or could do; and each Grantor the Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this AgreementAgreement and thereafter as long as any of the Obligations shall be outstanding. To the extent that the Obligations are now or hereafter secured by property other than the Collateral or by the guarantee, endorsement or property of any other person, firm, corporation or other entity, then the Secured Party shall have the right, in its sole discretion, to pursue, relinquish, subordinate, modify or take any other action with respect thereto, without in any way modifying or affecting any of the Secured Party’s rights and remedies hereunder. However, no right or power of the Secured Party shall create any obligation or warranty or representation to the benefit of the Company.

Power of Attorney; Further Assurances. (a) Each Grantor A. The Company authorizes the Secured PartiesParty, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as such Grantor's the Company’s true and lawful attorney-in-fact, with power, in its own name or in the name of such Grantorthe Company, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Secured PartiesParty; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipts, drafts against Companydebtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and xxx for monies due in respect of the Collateral; and (v) generally, to do, at the option of the Secured PartiesParty, and at the Grantor's Company’s expense, at any time, or from time to time, all acts and things which the Secured Parties deem Party deems necessary to protect, preserve and realize upon the Collateral and the Security Interest granted therein, therein in order to effect the intent of this Agreement Agreement, the Debentures and the NotesWarrants, all as fully and effectually as the Grantor Company might or could do; and each Grantor the Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this AgreementAgreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) Each Grantor The Debtor authorizes the Secured PartiesParty, and does hereby make, constitute and appoint it, the Secured Party and its respective officers, agents, successors or assigns with full power of substitution, as such Grantorthe Debtor's true and lawful attorney-in-fact, with power, in its own name or in the name of such Grantorthe Secured Party or the Debtor, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notesnote, checks, drafts, money orders, orders or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Secured PartiesParty; (ii) to sign and endorse any UCC financing statement pursuant to the UCC or any invoice, freight or express xxxxbill, xxxx bill of lading, storage or warehouse ox xxrexxxxe receipts, drafts against Companydebtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and xxx sue for monies due in respect of the Collateral; and (v) generally, to do, at the option of the Secured PartiesParty, and at the Grantor's expenseexpense of the Debtor, at any time, or from time to time, all acts and things which the Secured Parties Party deem necessary to protect, preserve and realize upon the Collateral and the Security Interest granted therein, therein in order to effect the intent of this Agreement and the Notes, Debenture all as fully and effectually as the Grantor Debtor might or could do; and each Grantor the Debtor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this AgreementAgreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) Each Grantor Debtor authorizes the Secured Parties, and does hereby make, constitute and appoint it, the Secured Parties and its their respective officers, agents, successors or assigns with full power of substitution, as such GrantorDebtor's true and lawful attorney-in-fact, with power, in its own name or in the name of the various Secured Parties or such GrantorDebtor, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notesnote, checks, drafts, money orders, orders or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Secured Parties; (ii) to sign and endorse any UCC financing statement pursuant to the UCC or any invoice, freight or express xxxxbill, xxxx bill of lading, storage xxorage or warehouse receipts, drafts against Companydebtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and xxx sue for monies due in respect of the Collateral; and (v) to traxxxer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generally, to do, at the option of the Secured Parties, and at the Grantor's expenseexpense of the Debtors, at any time, or from time to time, to execute and deliver any and all documents and instruments and to do all acts and things which the Secured Parties deem necessary to protect, preserve and realize upon the Collateral and the Security Interest granted therein, therein in order to effect the intent of this Agreement and the Notes, Debentures all as fully and effectually as the Grantor Debtors might or could do; and each Grantor Debtor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this AgreementAgreement and thereafter as long as any of the Obligations shall be outstanding. The designation set forth herein shall be deemed to amend and supersede any inconsistent provision in the Organizational Documents or other documents or agreements to which any Debtor is subject or to which any Debtor is a party. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, each Secured Party is specifically authorized to execute and file any applications for or instruments of transfer and assignment of any patents, trademarks, copyrights or other Intellectual Property with the United States Patent and Trademark Office and the United States Copyright Office.

Power of Attorney; Further Assurances. (a) Each Grantor The Debtor authorizes the Secured PartiesParty, and does hereby make, constitute and appoint it, the Secured Party and its respective officers, agents, successors or assigns with full power of substitution, as such Grantorthe Debtor's true and lawful attorney-in-fact, with power, in its own name or in the name of such Grantorthe Secured Party or the Debtor, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notesnote, checks, drafts, money orders, orders or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Secured PartiesParty; (ii) to sign and endorse any UCC financing statement pursuant to the UCC or any invoice, freight or express xxxxbxxx, xxxx bxxx of lading, storage or warehouse receipts, drafts against Companydebtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and xxx sxx for monies due in respect of the Collateral; and (v) to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generally, to do, at the option of the Secured PartiesParty, and at the Grantor's expenseexpense of the Debtor, at any time, or from time to time, to execute and deliver any and all documents and instruments and to do all acts and things which the Secured Parties deem Party deems necessary to protect, preserve and realize upon the Collateral and the Security Interest Interests granted therein, therein in order to effect the intent of this Agreement and the Notes, Note all as fully and effectually as the Grantor Debtor might or could do; and each Grantor the Debtor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this AgreementAgreement and thereafter as long as any of the Obligations shall be outstanding. The designation set forth herein shall be deemed to amend and supersede any inconsistent provision in the Organizational Documents or other documents or agreements to which the Debtor is subject or to which the Debtor is a party. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, the Secured Party is specifically authorized to execute and file any applications for or instruments of transfer and assignment of any patents, trademarks, copyrights or other Intellectual Property with the United States Patent and Trademark Office and the United States Copyright Office.

Power of Attorney; Further Assurances. (a) Each Grantor 13.1. The Company authorizes the Secured PartiesParty, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as such Grantorthe Company's true and lawful attorney-in-fact, with power, power in its own name or in the name of such Grantorthe Company, to, after the occurrence and during after any Cure Period has lapsed and the continuance of an Event of Default, Default continues (i) endorse any notes, checks, drafts, money orders, orders or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Secured Parties; Party (ii) to sign authorize and endorse any UCC financing statement or any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipts, drafts against Companydebtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests or other encumbrances Encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and xxx for monies due in respect of the Collateral; and (v) generally, to do, at the option of the Secured PartiesParty, and at the Grantor's expense, Company’s expense at any time, or from time to time, all acts and things which the Secured Parties deem Party deems necessary to protect, preserve and realize upon the Collateral and the Security Interest granted therein, therein in order to effect the intent of this Agreement and the Notesother Transaction Documents, all as fully and effectually as the Grantor Company might or could do; and each Grantor the Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this AgreementAgreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) Each Grantor Debtor authorizes the Secured PartiesParty, and does hereby make, constitute and appoint it, Secured Party and its respective officers, agents, successors or assigns with full power of substitution, as such Grantor's the Debtors' true and lawful attorney-in-fact, with power, in its own name or in the name of such Grantorthe Secured Party or a Debtor, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Secured PartiesParty; (ii) to sign and endorse any UCC financing statement pursuant to the UCC or any invoice, freight or express xxxxbill, xxxx bill of lading, storage or warehouse receipts, drafts against Companyagaxxxx debtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and xxx sue for monies due in respect of the Collateral; and (v) generallygeneraxxx, to do, at the option of the Secured PartiesParty, and at the Grantor's expenseexpense of the Debtors, at any time, or from time to time, all acts and things which the Secured Parties deem Party deems necessary to protect, preserve and realize upon the Collateral and the Security Interest granted therein, therein in order to effect the intent of this Agreement and the Notes, Note all as fully and effectually as the Grantor a Debtor might or could do; and each Grantor Debtor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this AgreementAgreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) Each Grantor Debtor authorizes the Secured Parties, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as such Grantor's the Debtors' true and lawful attorney-in-fact, with power, in its own name or in the name of such Grantorthe Debtors, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Secured Parties; (ii) to sign and endorse any UCC financing statement pursuant to the UCC or any invoice, freight or express xxxxbill, xxxx bill of lading, storage or warehouse receipts, drafts against Companyxxxxnsx xebtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and xxx sue for monies due in respect of the Collateral; and (v) generally, to xx do, at the option of the Secured Parties, and at the Grantor's Debtors' expense, at any time, or from time to time, all acts and things which the Secured Parties deem deems necessary to protect, preserve and realize upon the Collateral and the Security Interest Interests granted therein, therein in order to effect the intent of this Agreement Agreement, the Securities and the Notes, IP Security Agreement all as fully and effectually as the Grantor Debtors might or could do; and each Grantor Debtor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this AgreementAgreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) Each Grantor The Company authorizes the Secured PartiesParty, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as such Grantorthe Company's true and lawful attorney-in-fact, with power, in its own name or in the name of such Grantorthe Company, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral Intellectual Property that may come into possession of the Secured PartiesParty; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express xxxxbill, xxxx bill of lading, storage or warehouse receiptswxxxxouxx xeceipts, drafts against Companydebtors, assignments, verifications and notices in connection with accounts, and other documents relating to the CollateralIntellectual Property; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the CollateralIntellectual Property; (iv) to demand, collect, receipt for, compromise, settle and xxx sue for monies due in respect of the Collateraltxx Intellectual Property; and (v) generally, to do, at the option of the Secured PartiesParty, and at the GrantorCompany's expense, at any time, or from time to time, all acts and things which the Secured Parties deem Party deems necessary to protect, preserve and realize upon the Collateral Intellectual Property and the Security Interest granted therein, therein in order to effect the intent of this Agreement Agreement, the Notes and the NotesWarrants, all as fully and effectually as the Grantor Company might or could do; and each Grantor the Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this AgreementAgreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) Each Grantor The Obligor authorizes the Secured PartiesParty, and does hereby make, constitute and appoint itthe Secured Party, and its respective the Secured Party’s officers, agents, successors or assigns with full power of substitution, as such Grantor's the Obligor’s true and lawful attorney-in-fact, with power, in its own name or in the name of such Grantorthe Obligor, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notesdebentures, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Secured PartiesParty; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipts, drafts against Companydebtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and xxx for monies due in respect of the Collateral; and (v) generally, to do, at the option of the Secured PartiesParty, and at the Grantor's Obligor’s expense, at any time, or from time to time, all acts and things which the Secured Parties deem Party deems necessary to protect, preserve and realize upon the Collateral and the Security Interest granted therein, therein in order to effect the intent of this Security Agreement and the NotesLetter Agreement, all as fully and effectually as the Grantor Obligor might or could do; and each Grantor the Obligor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this AgreementSecurity Agreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) Each Grantor Debtor authorizes the Secured Parties, and does hereby make, constitute and appoint it, the Secured Parties and its their respective officers, agents, successors or assigns with full power of substitution, as such GrantorDebtor's true and lawful attorney-in-fact, with power, in its own name or in the name of the various Secured Parties or such GrantorDebtor, subject to he other terms hereof, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notesnote, checks, drafts, money orders, orders or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Secured Parties; (ii) to sign and endorse any UCC financing statement pursuant to the UCC or any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipts, drafts against Companydebtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and xxx for monies due in respect of the Collateral; and (v) to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generally, to do, at the option of the Secured Parties, and at the Grantor's expenseexpense of the Debtors, at any time, or from time to time, to execute and deliver any and all documents and instruments and to do all acts and things which the Secured Parties deem necessary to protect, preserve and realize upon the Collateral and the Security Interest granted therein, therein in order to effect the intent of this Agreement and the Notes, Debentures all as fully and effectually as the Grantor Debtors might or could do; and each Grantor Debtor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this AgreementAgreement and thereafter as long as any of the Obligations shall be outstanding. The designation set forth herein shall be deemed to amend and supersede any inconsistent provision in the Organizational Documents or other documents or agreements to which any Debtor is subject or to which any Debtor is a party. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, each Secured Party is specifically authorized to execute and file any applications for or instruments of transfer and assignment of any patents, trademarks, copyrights or other Intellectual Property with the United States Patent and Trademark Office and the United States Copyright Office.

Power of Attorney; Further Assurances. (a) Each Grantor a. The Company authorizes the Secured Parties, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as such Grantor's the Company’s true and lawful attorney-in-fact, with power, in its own name or in the name of such Grantorthe Company, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including including, without limitation, payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Secured Parties; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipts, drafts against Companydebtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and xxx for monies due in respect of the Collateral; and (v) generally, to do, at the option of the Secured Parties, and at the Grantor's Company’s expense, at any time, or from time to time, all acts and things which the Secured Parties deem necessary to protect, preserve and realize upon the Collateral and the Security Interest granted therein, therein in order to effect the intent of this Agreement and the Notes, all as fully and effectually as the Grantor Company might or could do; and each Grantor the Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this AgreementAgreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) Each Grantor Debtor authorizes the Secured Parties, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as such Grantor's the Debtors' true and lawful attorney-in-fact, with power, in its own name or in the name of such Grantorthe Debtors, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Secured Parties; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express xxxxbill, xxxx bill of lading, storage or warehouse receipts, drafts against Companyxxxinsx debtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and xxx sue for monies due in respect of the Collateral; and (v) generally, to xx do, at the option of the Secured Parties, and at the Grantor's Debtors' expense, at any time, or from time to time, all acts and things which the Secured Parties deem necessary to protect, preserve and realize upon the Collateral and the Security Interest Interests granted therein, therein in order to effect the intent of this Agreement Agreement, the Securities and the NotesSecurity Agreement, all as fully and effectually as the Grantor Debtors might or could do; and each Grantor Debtor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this AgreementAgreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) Each Grantor The Company authorizes the Secured PartiesParty, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as such Grantorthe Company's true and lawful attorney-in-fact, with power, in its own name or in the name of such Grantorthe Company, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral Intellectual Property that may come into possession of the Secured PartiesParty; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express xxxxbill, xxxx bill of lading, storage or warehouse receipts, drafts against Companydxxxxrs, assignmentsxxsignments, verifications and notices in connection with accounts, and other documents relating to the CollateralIntellectual Property; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the CollateralIntellectual Property; (iv) to demand, collect, receipt for, compromise, settle and xxx sue for monies due in respect of the CollateralIntellectual Property; and (v) generallygxxxrally, to do, at the option of the Secured PartiesParty, and at the GrantorCompany's expense, at any time, or from time to time, all acts and things which the Secured Parties deem Party deems necessary to protect, preserve and realize upon the Collateral Intellectual Property and the Security Interest granted therein, therein in order to effect the intent of this Agreement Agreement, the Debentures and the NotesWarrants, all as fully and effectually as the Grantor Company might or could do; and each Grantor the Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this AgreementAgreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) Each Grantor The Debtor authorizes the Secured Parties, and does hereby make, constitute and appoint it, the Secured Parties and its their respective officers, agents, successors or assigns with full power of substitution, as such GrantorDebtor's true and lawful attorney-in-fact, with power, in its own name or in the name of the various Secured Parties or such GrantorDebtor, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notesnote, checks, drafts, money orders, orders or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Secured Parties; (ii) to sign and endorse any UCC financing statement pursuant to the UCC or any invoice, freight or express xxxxbill, xxxx bill of lading, storage or warehouse receipts, drafts against Companyaxxxxst xxxxors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and xxx sue for monies due in respect of the Collateral; and (v) to transfer anx Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generally, to do, at the option of the Secured Parties, and at the Grantor's expenseexpense of the Debtor, at any time, or from time to time, to execute and deliver any and all documents and instruments and to do all acts and things which the Secured Parties deem necessary to protect, preserve and realize upon the Collateral and the Security Interest granted therein, therein in order to effect the intent of this Agreement and the Notes, Notes all as fully and effectually as the Grantor Debtor might or could do; and each Grantor the Debtor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this AgreementAgreement and thereafter as long as any of the Obligations shall be outstanding. The designation set forth herein shall be deemed to amend and supersede any inconsistent provision in the Organizational Documents or other documents or agreements to which any Debtor is subject or to which any Debtor is a party. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, each Secured Party is specifically authorized to execute and file any applications for or instruments of transfer and assignment of any patents, trademarks, copyrights or other Intellectual Property with the United States Patent and Trademark Office and the United States Copyright Office.

Power of Attorney; Further Assurances. (a) Each Grantor The Company authorizes the Secured PartiesParty, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as such Grantorthe Company's true and lawful attorney-in-fact, with power, in its own name or in the name of such Grantorthe Company, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Secured PartiesParty; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express xxxxbill, xxxx bill of lading, storage or warehouse receipts, drafts against Companyxxxtoxx, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and xxx sue for monies due in respect of the Collateral; and (v) generally, to xx do, at the option of the Secured PartiesParty, and at the GrantorCompany's expense, at any time, or from time to time, all acts and things which the Secured Parties deem Party deems necessary to protect, preserve and realize upon the Collateral and the Security Interest granted therein, therein in order to effect the intent of this Agreement Agreement, the Debentures and the NotesWarrants, all as fully and effectually as the Grantor Company might or could do; and each Grantor the Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this AgreementAgreement and thereafter as long as any of the Obligations shall be outstanding.