Common use of Power of Attorney Clause in Contracts

Power of Attorney. Borrower hereby irrevocably appoints Collateral Agent as its lawful attorney-in-fact, exercisable upon the occurrence and during the continuance of an Event of Default, to: (a) endorse Borrower’s or any of its Subsidiaries’ name on any checks or other forms of payment or security; (b) sign Borrower’s or any of its Subsidiaries’ name on any invoice or xxxx of lading for any Account or drafts against Account Debtors; (c) settle and adjust disputes and claims about the Accounts directly with Account Debtors, for amounts and on terms Collateral Agent determines reasonable; (d) make, settle, and adjust all claims under Borrower’s insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of Collateral Agent or a third party as the Code or any applicable law permits. Borrower hereby appoints Collateral Agent as its lawful attorney-in-fact to sign Borrower’s or any of its Subsidiaries’ name on any documents necessary to perfect or continue the perfection of Collateral Agent’s security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligations) have been satisfied in full and Collateral Agent and the Lenders are under no further obligation to make Credit Extensions hereunder. Collateral Agent’s foregoing appointment as Borrower’s or any of its Subsidiaries’ attorney in fact, and all of Collateral Agent’s rights and powers, coupled with an interest, are irrevocable until all Obligations (other than inchoate indemnity obligations) have been fully repaid and performed and Collateral Agent’s and the Lenders’ obligation to provide Credit Extensions terminates.

Power of Attorney. Borrower hereby irrevocably appoints Collateral Agent as its lawful attorney-in-factattorney‑in‑fact, exercisable upon the occurrence and during the continuance of an Event of Default, to: (a) endorse Borrower’s or any of its Subsidiaries’ name on any checks or other forms of payment or security; (b) sign Borrower’s or any of its Subsidiaries’ name on any invoice or xxxx of lading for any Account or drafts against Account Debtors; (c) settle and adjust disputes and claims about the Accounts directly with Account Debtors, for amounts and on terms Collateral Agent determines reasonable; (d) make, settle, and adjust all claims under Borrower’s insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of Collateral Agent or a third party as the Code or any applicable law permits. Borrower hereby appoints Collateral Agent as its lawful attorney-in-fact attorney‑in‑fact to sign Borrower’s or any of its Subsidiaries’ name on any documents necessary to perfect or continue the perfection of Collateral Agent’s security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligations) have been satisfied in full and Collateral Agent and the Lenders are under no further obligation to make Credit Extensions hereunder. Collateral Agent’s foregoing appointment as Borrower’s or any of its Subsidiaries’ attorney in fact, and all of Collateral Agent’s rights and powers, coupled with an interest, are irrevocable until all Obligations (other than inchoate indemnity obligations) have been fully repaid and performed and Collateral Agent’s and the Lenders’ obligation to provide Credit Extensions terminates.

Power of Attorney. Borrower hereby irrevocably appoints Collateral Agent as its lawful attorney-in-fact, exercisable upon the occurrence and during the continuance of an Event of Default, to: (a) endorse Borrower’s or any of its Subsidiaries’ name on any checks or other forms of payment or security; (b) sign Borrower’s or any of its Subsidiaries’ name on any invoice or xxxx bxxx of lading for any Account or drafts against Account Debtors; (c) settle and adjust disputes and claims about the Accounts directly with Account Debtors, for amounts and on terms Collateral Agent determines reasonable; (d) make, settle, and adjust all claims under Borrower’s insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of Collateral Agent or a third party as the Code or any applicable law permits. Borrower hereby appoints Collateral Agent as its lawful attorney-in-fact to sign Borrower’s or any of its Subsidiaries’ name on any documents necessary to perfect or continue the perfection of Collateral Agent’s security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligations) have been satisfied in full and Collateral Agent and the Lenders are under no further obligation to make Credit Extensions hereunder. Collateral Agent’s foregoing appointment as Borrower’s or any of its Subsidiaries’ attorney in fact, and all of Collateral Agent’s rights and powers, coupled with an interest, are irrevocable until all Obligations (other than inchoate indemnity obligations) have been fully repaid and performed and Collateral Agent’s and the Lenders’ obligation to provide Credit Extensions terminates.

Power of Attorney. Borrower hereby irrevocably appoints Collateral Agent as its lawful attorney-in-fact, exercisable upon the occurrence and during the continuance of an Event of Default, to: (a) endorse Borrower’s or any of its Subsidiaries’ name on any checks or other forms of payment or security; (b) sign Borrower’s or any of its Subsidiaries’ name on any invoice or xxxx of lading for any Account or drafts against Account Debtors; (c) settle and adjust disputes and claims about the Accounts of Borrower directly with the applicable Account Debtors, for amounts and on terms Collateral Agent determines reasonable; (d) make, settle, and adjust all claims under Borrower’s insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of Collateral Agent or a third party as the Code or any applicable law permits. Borrower hereby appoints Collateral Agent as its lawful attorney-in-fact to sign Borrower’s or any of its Subsidiaries’ name on any documents necessary to perfect or continue the perfection of Collateral Agent’s security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligations) have been satisfied in full and Collateral Agent and the Lenders are under no further obligation to make Credit Extensions extend Term Loans hereunder. Collateral Agent’s foregoing appointment as Borrower’s or any of its Subsidiaries’ attorney in fact, and all of Collateral Agent’s rights and powers, coupled with an interest, are irrevocable until all Obligations (other than inchoate indemnity obligations) have been fully repaid and performed and Collateral Agent’s and the Lenders’ obligation to provide Credit Extensions Term Loans terminates.

Power of Attorney. Borrower hereby irrevocably appoints Collateral Agent Bank as its lawful attorney-in-fact, fact to: (a) exercisable upon following the occurrence and during the continuance of an Event of Default, to: (a) endorse Borrower’s or any of its Subsidiaries’ name on any checks or other forms of payment or security; (bi) sign Borrower’s or any of its Subsidiaries’ name on any invoice or xxxx of lading for any Account or drafts against Account Debtors; (cii) demand, collect, xxx, and give releases to any Account Debtor for monies due, settle and adjust disputes and claims about the Accounts directly with Account Debtors, for amounts and on terms compromise, prosecute, or defend any action, claim, case, or proceeding about any Collateral Agent determines reasonable(including filing a claim or voting a claim in any bankruptcy case in Bank’s or Borrower’s name, as Bank chooses); (diii) make, settle, and adjust all claims under Borrower’s insurance policies; (eiv) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse or other claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (fv) transfer the Collateral into the name of Collateral Agent Bank or a third party as the Code permits; and (vi) receive, open and dispose of mail addressed to Borrower; and (b) regardless of whether an Event of Default has occurred, (i) endorse Borrower’s name on any checks, payment instruments, or any applicable law permitsother forms of payment or security; and (ii) notify all Account Debtors to pay Bank directly. Borrower hereby appoints Collateral Agent Bank as its lawful attorney-in-fact to sign Borrower’s or any of its Subsidiaries’ name on any documents necessary to perfect or continue the perfection of Collateral AgentBank’s security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligations) have been satisfied in full and Collateral Agent and the Lenders are under no further obligation to make Credit Extensions hereunderLoan Documents have been terminated. Collateral AgentBank’s foregoing appointment as Borrower’s or any of its Subsidiaries’ attorney in fact, and all of Collateral AgentBank’s rights and powers, coupled with an interest, are irrevocable until all Obligations (other than inchoate indemnity obligations) have been fully repaid and performed and Collateral Agent’s and the Lenders’ obligation to provide Credit Extensions terminatesLoan Documents have been terminated.

Power of Attorney. Borrower hereby irrevocably appoints Collateral Agent as its lawful attorney-in-fact, exercisable upon the occurrence and during the continuance of an Event of Default, to: (a) endorse Borrower’s or any of its Subsidiaries’ name on any checks or other forms of payment or security; (b) sign Borrower’s or any of its Subsidiaries’ name on any invoice or xxxx of lading for any Account or drafts against Account Debtors; (c) settle and adjust disputes and claims about the Accounts directly with Account Debtors, for amounts and on terms Collateral Agent determines reasonable; (d) make, settle, and adjust all claims under Borrower’s insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of Collateral Agent or a third party as the Code or any applicable law permits. Borrower hereby appoints Collateral Agent as its lawful attorney-in-fact to sign Borrower’s or any of its Subsidiaries’ name on any documents necessary to perfect or continue the perfection of Collateral Agent’s security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligations) have been satisfied in full and Collateral Agent and the Lenders are under no further obligation to make Credit Extensions hereunder. Collateral Agent’s foregoing appointment as Borrower’s or any of its Subsidiaries’ attorney in fact, and all of Collateral Agent’s rights and powers, coupled with an interest, are irrevocable until all Obligations (other than inchoate indemnity obligations) have been fully repaid and performed and Collateral Agent’s and the Lenders’ obligation to provide Credit Extensions terminates.

Power of Attorney. Borrower hereby irrevocably appoints Collateral Agent Lender as its lawful attorney-in-fact, exercisable upon the occurrence and during the continuance of an Event of Default, to: (a) endorse Borrower’s or any of its Subsidiaries’ name on any checks or other forms of payment or security; (b) sign Borrower’s or any of its Subsidiaries’ name on any invoice or xxxx of lading for any Account or drafts against Account Debtors; (c) settle and adjust disputes and claims about the Accounts directly with Account Debtors, for amounts and on terms Collateral Agent Lender determines reasonable; (d) make, settle, and adjust all claims under Borrower’s insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of Collateral Agent Lender or a third party as the Code or any applicable law permits. Borrower hereby appoints Collateral Agent Lender as its lawful attorney-in-fact to sign Borrower’s or any of its Subsidiaries’ name on any documents necessary to perfect or continue the perfection of Collateral AgentLender’s security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligations) have been satisfied in full and Collateral Agent and the Lenders are Lender is under no further obligation to make Credit Extensions hereunder. Collateral AgentLender’s foregoing appointment as Borrower’s or any of its Subsidiaries’ attorney in fact, and all of Collateral AgentLender’s rights and powers, coupled with an interest, are irrevocable until all Obligations (other than inchoate indemnity obligations) have been fully repaid and performed and Collateral AgentLender’s and the Lenders’ obligation to provide Credit Extensions terminates.

Power of Attorney. Borrower hereby irrevocably appoints Collateral Agent as its lawful attorney-in-factattorney‑in‑fact, exercisable upon the occurrence and during the continuance of an Event of Default, to: (a) endorse Borrower’s or any of its Subsidiaries’ name on any checks or other forms of payment or security; (b) sign Borrower’s or any of its Subsidiaries’ name on any invoice or xxxx bxxx of lading for any Account or drafts against Account Debtors; (c) settle and adjust disputes and claims about the Accounts directly with Account Debtors, for amounts and on terms Collateral Agent determines reasonable; (d) make, settle, and adjust all claims under Borrower’s insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of Collateral Agent or a third party as the Code or any applicable law permits. Borrower hereby appoints Collateral Agent as its lawful attorney-in-fact attorney‑in‑fact to sign Borrower’s or any of its Subsidiaries’ name on any documents necessary to perfect or continue the perfection of Collateral Agent’s security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligations) have been satisfied in full and Collateral Agent and the Lenders are under no further obligation to make Credit Extensions hereunder. Collateral Agent’s foregoing appointment as Borrower’s or any of its Subsidiaries’ attorney in fact, and all of Collateral Agent’s rights and powers, coupled with an interest, are irrevocable until all Obligations (other than inchoate indemnity obligations) have been fully repaid and performed and Collateral Agent’s and the Lenders’ obligation to provide Credit Extensions terminates.

Power of Attorney. Borrower hereby irrevocably appoints Collateral Agent as its lawful attorney-in-fact, exercisable only upon the occurrence and during the continuance of an Event of Default, to: (a) endorse Borrower’s or any of its Subsidiaries’ name on any checks or other forms of payment or security; (b) sign Borrower’s or any of its Subsidiaries’ name on any invoice or xxxx of lading for any Account or drafts against Account Debtors; (c) settle and adjust disputes and claims about the Accounts directly with Account Debtors, for amounts and on terms Collateral Agent determines reasonable; (d) make, settle, and adjust all claims under Borrower’s insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of Collateral Agent or a third party as the Code or any applicable law permits. Borrower hereby appoints Collateral Agent as its lawful attorney-in-fact to sign Borrower’s or any of its Subsidiaries’ name on any documents necessary to perfect or continue the perfection of Collateral Agent’s and Lenders’ security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligations) have been satisfied in full and Collateral Agent and the Lenders are under no further obligation to make Credit Extensions hereunder. Collateral Agent’s foregoing appointment as Borrower’s or any of its Subsidiaries’ attorney in fact, and all of Collateral Agent’s rights and powers, coupled with an interest, are irrevocable until all Obligations (other than inchoate indemnity obligations) have been fully repaid and performed and Collateral Agent’s and the Lenders’ obligation to provide Credit Extensions terminates.

Power of Attorney. Borrower hereby irrevocably appoints Collateral Agent as its lawful attorney-in-fact, exercisable upon the occurrence and during the continuance of an Event of Default, to: (a) endorse Borrower’s or any of its Subsidiaries’ name on any checks or of other forms of payment or security; (b) sign Borrower’s or any of its Subsidiaries’ name on any invoice or xxxx of lading for any Account or drafts against Account Debtors; , (c) settle and adjust disputes and claims about the Accounts directly with Account Debtors, for amounts and on terms Collateral Agent determines reasonable; (d) make, settle, and adjust all claims under Borrower’s insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of Collateral Agent or a third party as the Code or any applicable law permits. Borrower hereby appoints Collateral Agent as its lawful attorney-in-fact to sign Borrower’s or any of its Subsidiaries’ name on any documents necessary to perfect or continue the perfection of Collateral Agent’s and Lenders’ security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligations) have been satisfied in full and Collateral Agent and the Lenders are under no further obligation to make Credit Extensions hereunder. Collateral Agent’s foregoing appointment as Borrower’s or any of its Subsidiaries’ attorney in fact, and all of Collateral Agent’s rights and powers, coupled with an interest, are irrevocable until all Obligations (other than inchoate indemnity obligations) have been fully repaid and performed and Collateral Agent’s and the Lenders’ obligation to provide Credit Extensions terminates.

Power of Attorney. Borrower hereby irrevocably appoints Collateral Administrative Agent as its lawful attorney-in-fact, exercisable upon the occurrence and during the continuance of an Event of Default, to: (a) endorse Borrower’s or any of its Subsidiaries’ name on any (i) checks or other forms of payment or security, including without limitation, forms of payment received in connection with Financed Loans and (ii) notes or other negotiable instruments issued or assigned to Borrower in connection with Financed Loans, including without limitation, the Financed Loan Notes; (b) sign Borrower’s or any of its Subsidiaries’ name on any invoice or xxxx of lading for any Account or drafts against Account Debtors; (c) settle and adjust disputes and claims about the Accounts directly with Account Debtors, for amounts and on terms Collateral Administrative Agent determines reasonable; (d) make, settle, and adjust all claims under Borrower’s insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of Collateral Administrative Agent for the benefit of Lenders or a third party as the Code or any applicable law permits. Borrower hereby appoints Collateral Administrative Agent as its lawful attorney-in-fact to sign Borrower’s or any of its Subsidiaries’ name on any documents necessary to perfect or continue the perfection of Collateral Agent’s any security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligations) have been satisfied in full and Collateral Administrative Agent and the Lenders are under no further obligation to make Credit Extensions hereunder. Collateral Administrative Agent’s foregoing appointment as Borrower’s or any of its Subsidiaries’ attorney in fact, and all of Collateral Administrative Agent’s rights and powers, coupled with an interest, are irrevocable until all Obligations (other than inchoate indemnity obligations) have been fully repaid and performed and Collateral Lenders’ and Administrative Agent’s and the Lenders’ obligation to provide Credit Extensions terminates.

Power of Attorney. Borrower hereby irrevocably appoints Collateral Agent as its lawful attorney-in-factattorney‑in‑fact, exercisable upon the occurrence and during the continuance of an Event of Default, to: (a) endorse Borrower’s or any of its Subsidiaries’ name on any checks or other forms of payment or security; (b) sign Borrower’s or any of its Subsidiaries’ name on any invoice or xxxx of lading for any Account or drafts against Account Debtors; (c) settle and adjust disputes and claims about the Accounts of Borrower directly with the applicable Account Debtors, for amounts and on terms Collateral Agent determines reasonable; (d) make, settle, and adjust all claims under Borrower’s insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of Collateral Agent or a third party as the Code or any applicable law permits. Borrower hereby appoints Collateral Agent as its lawful attorney-in-fact attorney‑in‑fact to sign Borrower’s or any of its Subsidiaries’ name on any documents necessary to perfect or continue the perfection of Collateral Agent’s security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligations) have been satisfied in full and Collateral Agent and the Lenders are under no further obligation to make Credit Extensions extend Term Loans hereunder. Collateral Agent’s foregoing appointment as Borrower’s or any of its Subsidiaries’ attorney in fact, and all of Collateral Agent’s rights and powers, coupled with an interest, are irrevocable until all Obligations (other than inchoate indemnity obligations) have been fully repaid and performed and Collateral Agent’s and the Lenders’ obligation to provide Credit Extensions Term Loans terminates.

Power of Attorney. Borrower hereby irrevocably appoints Collateral Agent as its lawful attorney-in-fact, exercisable upon the occurrence and during the continuance of an Event of Default, to: (a) endorse Borrower’s or any of its Subsidiaries’ name on any checks or other forms of payment or security; (b) sign Borrower’s or any of its Subsidiaries’ name on any invoice or xxxx of lading for any Account or drafts against Account Debtors; (c) settle and adjust disputes and claims about the Accounts directly with Account Debtors, for amounts and on terms Collateral Agent determines reasonable; (d) make, settle, and adjust all claims under Borrower’s insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of Collateral Agent or a third party as the Code or any applicable law permits. Borrower hereby appoints Collateral Agent as its lawful attorney-in-fact to sign Borrower’s or any of its Subsidiaries’ name on any documents necessary to perfect or continue the perfection of Collateral Agent’s security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligations) have been satisfied in full and Collateral Agent and the Lenders are under no further obligation to make Credit Extensions hereunder. Collateral Agent’s foregoing appointment as Borrower’s or any of its Subsidiaries’ attorney in fact, and all of Collateral Agent’s rights and powers, coupled with an interest, are irrevocable until all Obligations (other than inchoate indemnity obligations) have been fully repaid and performed and Collateral Agent’s and the Lenders’ obligation to provide Credit Extensions terminates.

Power of Attorney. Borrower hereby irrevocably appoints Collateral Agent as its lawful attorney-in-fact, exercisable solely upon the occurrence and during the continuance of an Event of Default, to: (a) endorse Borrower’s or any of its Subsidiaries’ name on any checks or other forms of payment or security; (b) sign Borrower’s or any of its Subsidiaries’ name on any invoice or xxxx of lading for any Account or drafts against Account Debtors; (c) settle and adjust disputes and claims about the Accounts directly with Account Debtors, for amounts and on terms Collateral Agent determines reasonable; (d) make, settle, and adjust all claims under Borrower’s insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of Collateral Agent or a third party as the Code or any applicable law permits. Borrower hereby appoints Collateral Agent as its lawful attorney-in-fact to sign Borrower’s or any of its Subsidiaries’ name on any documents necessary to perfect or continue the perfection of Collateral Agent’s security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligations) have been satisfied in full and Collateral Agent and the Lenders are under no further obligation to make Credit Extensions hereunder. Collateral Agent’s foregoing appointment as Borrower’s or any of its Subsidiaries’ attorney in fact, and all of Collateral Agent’s rights and powers, coupled with an interest, are irrevocable until all Obligations (other than inchoate indemnity obligations) have been fully repaid and performed and Collateral Agent’s and the Lenders’ obligation to provide Credit Extensions terminates.

Power of Attorney. Borrower hereby irrevocably appoints Collateral Agent as its lawful attorney-in-fact, exercisable upon the occurrence and during the continuance of an Event of Default, to: (a) endorse Borrower’s or any of its Subsidiaries’ name on any checks or other forms of payment or security; (b) sign Borrower’s or any of its Subsidiaries’ name on any invoice or xxxx of lading for any Account or drafts against Account Debtors; (c) settle and adjust disputes and claims about the Accounts directly with Account Debtors, for amounts and on terms Collateral Agent determines reasonable; (d) make, settle, and adjust all claims under Borrower’s insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of Collateral Agent or a third party as the Code or any applicable law permits. Borrower hereby appoints Collateral Agent as its lawful attorney-in-fact to sign Borrower’s or any of its Subsidiaries’ name on any documents necessary to perfect or continue the perfection of Collateral Agent’s security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligations) have been satisfied in full and Collateral Agent and the Lenders are under no further obligation to make Credit Extensions extend Term Loans hereunder. Collateral Agent’s foregoing appointment as Borrower’s or any of its Subsidiaries’ attorney in fact, and all of Collateral Agent’s rights and powers, coupled with an interest, are irrevocable until all Obligations (other than inchoate indemnity obligations) have been fully repaid and performed and Collateral Agent’s and the Lenders’ obligation to provide Credit Extensions Term Loans terminates.

Power of Attorney. Borrower hereby irrevocably appoints Collateral Agent as its lawful attorney-in-attorney in fact, exercisable upon the occurrence and during the continuance of an Event of Default, to: (a) endorse Borrower’s or any of its Subsidiaries’ name on any checks or other forms of payment or security; (b) sign Borrower’s or any of its Subsidiaries’ name on any invoice or xxxx of lading for any Account or drafts against Account Debtors; (c) settle and adjust disputes and claims about the Accounts directly with Account Debtors, for amounts and on terms Collateral Agent determines reasonable; (d) make, settle, and adjust all claims under Borrower’s insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of Collateral Agent or a third party as the Code or any applicable law permits. Borrower hereby appoints Collateral Agent as its lawful attorney-in-attorney in fact to sign Borrower’s or any of its Subsidiaries’ name on any documents necessary to perfect or continue the perfection of Collateral Agent’s security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligations) have been satisfied in full and Collateral Agent and the Lenders are under no further obligation to make Credit Extensions extend the Term Loan hereunder. Collateral Agent’s foregoing appointment as Borrower’s or any of its Subsidiaries’ attorney in fact, and all of Collateral Agent’s rights and powers, coupled with an interest, are irrevocable until all Obligations (other than inchoate indemnity obligations) have been fully repaid and performed and Collateral Agent’s and the Lenders’ obligation to provide Credit Extensions the Term Loan terminates.

Power of Attorney. Borrower hereby irrevocably appoints Collateral Agent as its lawful attorney-in-fact, exercisable upon the occurrence and during the continuance of an Event of Default, to: (a) endorse Borrower’s or any of its Subsidiaries’ name on any checks or other forms of payment or security; (b) sign Borrower’s or any of its Subsidiaries’ name on any invoice or xxxx of lading for any Account or drafts against Account Debtors; (c) settle and adjust disputes and claims about the Accounts directly with Account Debtors, for amounts and on terms Collateral Agent determines reasonable; (d) make, settle, and adjust all claims under Borrower’s insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of Collateral Agent or a third party as the Code or any applicable law permits. Borrower hereby appoints Collateral Agent as its lawful attorney-in-fact to sign Borrower’s or any of its Subsidiaries’ name on any documents necessary to perfect or continue the perfection of Collateral Agent’s security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligations) have been satisfied in full and Collateral Agent and the Lenders are under no further obligation to make Credit Extensions hereunder. Collateral Agent’s foregoing appointment as Borrower’s or any of its Subsidiaries’ attorney in fact, and all of Collateral Agent’s rights and powers, coupled with an interest, are irrevocable until all Obligations (other than inchoate indemnity obligations) have been fully repaid and performed and Collateral Agenteach Lender’s and the Lenders’ obligation to provide Credit Extensions terminates.

Power of Attorney. Borrower hereby irrevocably appoints Collateral Agent as its lawful attorney-in-fact, exercisable upon the occurrence and during the continuance of an Event of Default, to: (a) endorse Borrower’s or any of its Subsidiaries’ name names on any checks or other forms of payment or security; (b) sign Borrower’s or any of its Subsidiaries’ name names on any invoice or xxxx of lading for any Account or drafts against Account Debtors; (c) settle and adjust disputes and claims about the Accounts directly with Account Debtors, for amounts and on terms Collateral Agent determines reasonable; (d) make, settle, and adjust all claims under Borrower’s insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of Collateral Agent or a third party as the Code or any applicable law permits. Borrower hereby appoints Collateral Agent as its lawful attorney-in-fact to sign Borrower’s or any of its Subsidiaries’ name on any documents necessary to perfect or continue the perfection of Collateral Agent’s security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligations) have been satisfied in full and Collateral Agent and the Lenders are under no further obligation to make Credit Extensions hereunder. Collateral Agent’s foregoing appointment as Borrower’s or any of its Subsidiaries’ attorney in fact, and all of Collateral Agent’s rights and powers, coupled with an interest, are irrevocable until all Obligations (other than inchoate indemnity obligations) have been fully repaid and performed and Collateral Agent’s and the Lenders’ obligation to provide Credit Extensions terminates.

Power of Attorney. Borrower hereby irrevocably appoints Collateral Agent Bank as its lawful attorney-in-fact, exercisable upon the occurrence and during the continuance of an Event of Default, to: (a) to the extent it constitutes Collateral, endorse Borrower’s or any of its Subsidiaries’ name on any checks or other forms of payment or security; (b) to the extent it constitutes Collateral, sign Borrower’s or any of its Subsidiaries’ name on any invoice or xxxx of lading for any Account or drafts against Account Debtors; (c) to the extent it constitutes Collateral, settle and adjust disputes and claims about the Accounts directly with Account Debtors, for amounts and on terms Collateral Agent Bank determines reasonable; (d) make, settle, and adjust all claims under Borrower’s insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of Collateral Agent Bank or a third party as the Code or any applicable law permits. Borrower hereby appoints Collateral Agent Bank as its lawful attorney-in-fact to sign Borrower’s or any of its Subsidiaries’ name on any documents necessary to perfect or continue the perfection of Collateral AgentBank’s security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligations) have been satisfied in full and Collateral Agent and the Lenders are Bank is under no further obligation to make Credit Extensions hereunder. Collateral AgentBank’s foregoing appointment as Borrower’s or any of its Subsidiaries’ attorney in fact, and all of Collateral AgentBank’s rights and powers, coupled with an interest, are irrevocable until all Obligations (other than inchoate indemnity obligations) have been fully repaid and performed and Collateral AgentBank’s and the Lenders’ obligation to provide Credit Extensions terminates.

Power of Attorney. Borrower hereby irrevocably appoints Collateral Agent Lender and any Related Party thereof as its lawful attorney-in-fact, exercisable upon the occurrence and during the continuance of an Event of Default, to: (a) endorse Borrower’s or any of its Subsidiaries’ name on any checks or other forms of payment or security; (b) sign Borrower’s or any of its Subsidiaries’ name on any invoice or xxxx of lading for any Account or drafts against Account Debtors; (c) settle and adjust disputes and claims about the Collateral Accounts directly with Account Debtorsdepository banks where the Collateral Accounts are maintained, for amounts and on terms Collateral Agent Lender determines reasonable; (d) make, settle, and adjust all claims under Borrower’s products liability or general liability insurance policiespolicies maintained in the United States regarding Collateral; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of Collateral Agent Lender or a third party as the Code or any applicable law permits. Borrower hereby appoints Collateral Agent Lender and any Related Party thereof as its lawful attorney-in-fact to sign Borrower’s file or any of its Subsidiaries’ name on record any documents necessary to perfect or continue the perfection of Collateral AgentLender’s security interest in favor and for the benefit of Lender and the other Secured Parties in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligations) have been satisfied in full and Collateral Agent and the Lenders are Lender is not under no any further obligation to make Credit Extensions hereunder. Collateral Agent’s The foregoing appointment of Lender and any Related Party thereof as Borrower’s or any of its Subsidiaries’ attorney in fact, and all of Collateral AgentLender’s (or such Related Party’s) rights and powers, coupled with an interest, are irrevocable until all Obligations (other than inchoate indemnity obligations) have been fully repaid and performed and Collateral AgentLender’s and the Lenders’ obligation to provide Credit Extensions terminates.

Power of Attorney. Each Borrower hereby irrevocably appoints Collateral Agent as its lawful attorney-in-fact, exercisable upon the occurrence and during the continuance of an Event of Default, to: (a) endorse Borrower’s or any of its Subsidiaries’ name on any checks or other forms of payment or security; (b) sign Borrower’s or any of its Subsidiaries’ name on any invoice or xxxx of lading for any Account or drafts against Account Debtors; (c) settle and adjust disputes and claims about the Accounts directly with Account Debtors, for amounts and on terms Collateral Agent determines reasonable; (d) make, settle, and adjust all claims under Borrower’s insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of Collateral Agent or a third party as the Code or any applicable law permits. Borrower hereby appoints Collateral Agent as its lawful attorney-in-fact to sign Borrower’s or any of its Subsidiaries’ name on any documents necessary to perfect or continue the perfection of Collateral Agent’s security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligations) have been satisfied in full and Collateral Agent and the Lenders are under no further obligation to make Credit Extensions hereunder. Collateral Agent’s foregoing appointment as Borrower’s or any of its Subsidiaries’ attorney in fact, and all of Collateral Agent’s rights and powerspowers in connection herewith, coupled with an interest, are irrevocable until all Obligations (other than inchoate indemnity obligations) have been fully repaid and performed and Collateral Agent’s and the Lenders’ obligation to provide Credit Extensions terminates.

Power of Attorney. Borrower hereby irrevocably appoints Collateral Agent as its lawful attorney-in-factattorney‑in‑fact, exercisable upon the occurrence and during the continuance of an Event of Default, to: (a) endorse Borrower’s or any of its Subsidiaries’ name on any checks or other forms of payment or security; (b) sign Borrower’s or any of its Subsidiaries’ name on any invoice or xxxx of lading for any Account or drafts against Account Debtors; (c) settle and adjust disputes and claims about the Accounts directly with Account Debtors, for amounts and on terms Collateral Agent determines reasonable; (d) make, settle, and adjust all claims under Borrower’s insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of Collateral Agent or a third party as the Code or any applicable law permits. Borrower hereby appoints Collateral Agent as its lawful attorney-in-fact attorney‑in‑fact to sign Borrower’s or any of its Subsidiaries’ name on any documents necessary to perfect or continue the perfection of Collateral Agent’s security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligations) have been satisfied in full and Collateral Agent and the Lenders are under no further obligation to make Credit Extensions hereunder. Collateral Agent’s foregoing appointment as Borrower’s or any of its Subsidiaries’ attorney in fact, and all of Collateral Agent’s rights and powers, coupled with an interest, are irrevocable until all Obligations (other than inchoate indemnity obligations) have been fully repaid and performed and Collateral Agent’s and the Lenders’ obligation to provide Credit Extensions terminates.. [***]=Certain Confidential Information Omitted

Power of Attorney. Borrower hereby irrevocably appoints the Collateral Agent and any Related Party thereof as its lawful attorney-in-fact, exercisable upon the occurrence and during the continuance of an Event of Default, to: (a) endorse Borrower’s or any of its Subsidiaries’ name on any checks or other forms of payment or security; (b) sign Borrower’s or any of its Subsidiaries’ name on any invoice or xxxx of lading for any Account or drafts against Account Debtors; (c) settle and adjust disputes and claims about the Collateral Accounts directly with Account Debtorsdepository banks where the Collateral Accounts are maintained, for amounts and on terms the Collateral Agent determines reasonable; (d) make, settle, and adjust all claims under Borrower’s products liability or general liability insurance policiespolicies maintained in the United States regarding Collateral; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of the Collateral Agent or a third party as the Code or any applicable law permits. Borrower hereby appoints the Collateral Agent and any Related Party thereof as its lawful attorney-in-fact to sign Borrower’s file or any of its Subsidiaries’ name on record any documents necessary to perfect or continue the perfection of the Collateral Agent’s security interest interest, for the benefit of Lenders and the other Secured Parties, in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligations) have been satisfied in full and Collateral Agent and the Lenders are no Lender is under no any further obligation to make Credit Extensions hereunder. Collateral Agent’s The foregoing appointment of the Collateral Agent and any Related Party thereof as Borrower’s or any of its Subsidiaries’ attorney in fact, and all of the Collateral Agent’s (or such Related Party’s) rights and powers, coupled with an interest, are irrevocable until all Obligations (other than inchoate indemnity obligations) have been fully repaid and performed and Collateral Agenteach Lender’s and the Lenders’ obligation to provide Credit Extensions terminates.

Power of Attorney. Borrower hereby irrevocably appoints Collateral Agent as its lawful attorney-in-fact, exercisable upon the occurrence and during the continuance of an Event of Default, to: (a) endorse Borrower’s or any of its Subsidiaries’ name on any checks or other forms of payment or security; (b) sign Borrower’s or any of its Subsidiaries’ name on any invoice or xxxx of lading for any Account or drafts against Account Debtors; (c) settle and adjust disputes and claims about the Accounts directly with Account Debtors, for amounts and on terms Collateral Agent determines reasonable; (d) make, settle, and adjust all claims under Borrower’s insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of Collateral Agent or a third party as the Code or any applicable law permits. Borrower hereby appoints Collateral Agent as its lawful attorney-in-fact to sign Borrower’s or any of its Subsidiaries’ name on any documents necessary to perfect or continue the perfection of Collateral Agent’s security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligations) have been satisfied in full and Collateral Agent and the Lenders are under no further obligation to make Credit Extensions extend the Term Loan hereunder. Collateral Agent’s foregoing appointment as Borrower’s or any of its Subsidiaries’ attorney in fact, and all of Collateral Agent’s rights and powers, coupled with an interest, are irrevocable until all Obligations (other than inchoate indemnity obligations) have been fully repaid and performed and Collateral Agent’s and the Lenders’ obligation to provide Credit Extensions the Term Loan terminates.

Power of Attorney. Borrower hereby irrevocably appoints the Collateral Agent and any Related Party thereof as its lawful attorney-in-fact, exercisable upon the occurrence and during the continuance of an Event of Default, to: (a) endorse Borrower’s or any of its Subsidiaries’ name on any checks or other forms of payment or security; (b) sign Borrower’s or any of its Subsidiaries’ name on any invoice or xxxx of lading for any Account or drafts against Account Debtors; (c) settle and adjust disputes and claims about the Collateral Accounts directly with Account Debtorsdepository banks where the Collateral Accounts are maintained, for amounts and on terms the Collateral Agent determines reasonable; (d) make, settle, and adjust all claims under Borrower’s products liability or general liability insurance policiespolicies maintained in the United States regarding Collateral; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of the Collateral Agent or a third party as the Code or any applicable law permits. Borrower hereby appoints the Collateral Agent and any Related Party thereof as its lawful attorney-in-fact to sign Borrower’s file or any of its Subsidiaries’ name on record any documents necessary to perfect or continue the perfection of the Collateral Agent’s security interest in favor and for the benefit of Lenders and the other Secured Parties in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligations) have been satisfied in full and Collateral Agent and the Lenders are no Lender is under no any further obligation to make Credit Extensions hereunder. Collateral Agent’s The foregoing appointment of the Collateral Agent and any Related Party thereof as Borrower’s or any of its Subsidiaries’ attorney in fact, and all of the Collateral Agent’s (or such Related Party’s) rights and powers, coupled with an interest, are irrevocable until all Obligations (other than inchoate indemnity obligations) have been fully repaid and performed and Collateral Agenteach Lender’s and the Lenders’ obligation to provide Credit Extensions terminates.

Power of Attorney. Borrower hereby irrevocably appoints Collateral Agent as its lawful attorney-in-fact, exercisable upon the occurrence and during the continuance of an Event of Default, to: (a) endorse Borrower’s or any of its Subsidiaries’ name on any checks or other forms of payment or security; (b) sign Borrower’s or any of its Subsidiaries’ name on any invoice or xxxx of lading for any Account or drafts against Account Debtors; (c) settle and adjust disputes and claims about the Accounts directly with Account Debtors, for amounts and on terms Collateral Agent determines reasonable; (d) make, settle, and adjust all claims under Borrower’s insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of Collateral Agent or a third party as the Code or any applicable law permits. Borrower hereby appoints Collateral Agent as its lawful attorney-in-fact to sign Borrower’s or any of its Subsidiaries’ name on any documents necessary to perfect or continue the perfection of Collateral Agent’s security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligations) have been satisfied in full and Collateral Agent and the Lenders are under no further obligation to make Credit Extensions hereunderLien Termination Date. Collateral Agent’s foregoing appointment as Borrower’s or any of its Subsidiaries’ attorney in fact, and all of Collateral Agent’s rights and powers, coupled with an interest, are irrevocable until all Obligations (other than inchoate indemnity obligations) have been fully repaid and performed and Collateral Agent’s and the Lenders’ obligation to provide Credit Extensions terminatesLien Termination Date.

Power of Attorney. Borrower hereby irrevocably appoints Collateral Agent Bank as its lawful attorney-in-fact, fact to: (a) exercisable upon following the occurrence and during the continuance of an Event of Default, to: (a) endorse Borrower’s or any of its Subsidiaries’ name on any checks or other forms of payment or security; (bi) sign Borrower’s or any of its Subsidiaries’ name on any invoice or xxxx of lading for any Account or drafts against Account Debtors; (cii) demand, collect, xxx, and give releases to any Account Debtor for monies due, settle and adjust disputes and claims about the Accounts directly with Account Debtors, for amounts and on terms compromise, prosecute, or defend any action, claim, case, or proceeding about any Collateral Agent determines reasonable(including filing a claim or voting a claim in any bankruptcy case in Bank’s or Borrower’s name, as Bank chooses); (diii) make, settle, and adjust all claims under Borrower’s insurance policies; (eiv) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse or other claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (fv) transfer the Collateral into the name of Collateral Agent Bank or a third party as the Code permits; and (vi) receive, open and dispose of mail addressed to Borrower; and (b) regardless of whether an Event of Default has occurred, (i) endorse Borrower’s name on any checks, payment instruments, or any applicable law permitsother forms of payment or security; and (ii) notify all Account Debtors to pay Bank directly. Borrower hereby appoints Collateral Agent Bank as its lawful attorney-in-fact to sign Borrower’s or any of its Subsidiaries’ name on any documents necessary to perfect or continue the perfection of Collateral AgentBank’s security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligations) have been satisfied in full and Collateral Agent and the Lenders are under no further obligation to make Credit Extensions hereunderLoan Documents have been terminated. Collateral AgentBank’s foregoing appointment as Borrower’s or any of its Subsidiaries’ attorney in fact, and all of Collateral AgentBank’s rights and powers, coupled with an interest, are irrevocable until all Obligations (other than inchoate indemnity obligations) have been fully repaid and performed and Collateral Agent’s and the Lenders’ obligation to provide Credit Extensions terminatesLoan Documents have been terminated.

Power of Attorney. Each Borrower hereby irrevocably appoints Collateral Agent Trustee (and any of Collateral Trustee’s partners, managers, officers, agents or employees) as its lawful attorney-in-fact, with full power of substitution, exercisable upon the occurrence and during the continuance of an Event of Default, to: (a) send requests for verification of Accounts or notify Account Debtors of Collateral Trustee’s security interest and Liens in the Collateral; (b) endorse such Borrower’s or any of its Subsidiaries’ name on any checks or other forms of payment or security; (bc) sign such Borrower’s or any of its Subsidiaries’ name on any invoice or xxxx of lading for any Account or drafts against Account Debtors schedules and assignments of Accounts, verifications of Accounts, and notices to Account Debtors; (cd) settle and adjust disputes and claims about the Accounts directly with Account Debtors, for amounts and on terms Administrative Agent or Collateral Agent determines Trustee determine reasonable; (de) make, settle, and adjust all claims under such Borrower’s insurance policies; (ef) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (fg) transfer the Collateral into the name of Collateral Agent Trustee or a third party as the Code or any applicable law permits; and (h) dispose of the Collateral. Each Borrower further hereby appoints Collateral Agent Trustee (and any of Collateral Trustee’s partners, managers, officers, agents or employees) as its lawful attorney-in-fact to fact, with full power of substitution, regardless of whether or not an Event of Default has occurred or is continuing to: (i) sign such Borrower’s or any of its Subsidiaries’ name on any documents and other Security Instruments necessary to perfect or continue the perfection of of, or maintain the priority of, Collateral AgentTrustee’s security interest in the Collateral, (ii) take all such actions which such Borrower is required, but fails to do under the covenants and provisions of the Loan Documents; (iii) take any and all such actions as Collateral regardless Trustee may reasonably determine to be necessary or advisable for the purpose of whether an Event maintaining, preserving or protecting the Collateral or any of Default has occurred until all Obligations (the rights, remedies, powers or privileges of Collateral Trustee under this Agreement or the other than inchoate indemnity obligations) have been satisfied in full and Collateral Agent and the Lenders are under no further obligation to make Credit Extensions hereunderLoan Documents. Collateral AgentTrustee’s foregoing appointment as each Borrower’s or any of its Subsidiaries’ attorney in fact, and all of Collateral AgentTrustee’s rights and powers, coupled with an interest, are irrevocable until all Obligations (other than inchoate indemnity obligationscontingent indemnification obligations as to which no claim has been asserted or is known to exist) have been fully repaid repaid, in cash, and otherwise fully performed and Collateral Agent’s and the Lenders’ obligation all commitments to provide Credit Extensions terminatesmake Loans hereunder have been terminated.

Power of Attorney. Borrower hereby irrevocably appoints Collateral Agent appoints, and shall cause each Guarantor to appoint, Bank as its lawful attorney-in-fact, exercisable upon the occurrence and during the continuance of an Event of Default, to: (a) endorse Borrower’s or any of its Subsidiaries’ such Guarantor’s name on any checks or other forms of payment or security; (b) sign Borrower’s or any of its Subsidiaries’ such Guarantor’s name on any invoice or xxxx of lading for any Account or drafts against Account Debtors; (c) settle and adjust disputes and claims about the Accounts directly with Account Debtors, for amounts and on terms Collateral Agent Bank determines reasonable; (d) make, settle, and adjust all claims under Borrower’s or such Guarantor’s insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of Collateral Agent Bank or a third party as the Code or any applicable law permits. Borrower hereby appoints Collateral Agent appoints, and shall cause each Guarantor to appoint, Bank as its lawful attorney-in-fact to sign Borrower’s or any of its Subsidiaries’ such Guarantor’s name on any documents necessary to perfect or continue the perfection of Collateral Agent’s any security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligations) have been satisfied in full and Collateral Agent and the Lenders are Bank is under no further obligation to make Credit Extensions hereunder. Collateral AgentBank’s foregoing appointment as Borrower’s or any of its Subsidiaries’ such Guarantor’s attorney in fact, and all of Collateral AgentBank’s rights and powers, coupled with an interest, are irrevocable until all Obligations (other than inchoate indemnity obligations) have been fully repaid and performed and Collateral AgentBank’s and the Lenders’ obligation to provide Credit Extensions terminates.

Power of Attorney. Each Borrower hereby irrevocably appoints Collateral Agent as its lawful attorney-in-fact, exercisable only upon the occurrence and during the continuance of an Event of Default, to: (a) endorse Borrower’s or any of its Subsidiaries’ name on any checks or other forms of payment or security; (b) sign such Borrower’s or any of its Subsidiaries’ name on any invoice or xxxx of lading for any Account or drafts against Account Debtors; (c) settle and adjust disputes and claims about the Accounts directly with Account Debtors, for amounts and on terms Collateral Agent determines reasonable; (d) make, settle, and adjust all claims under such Borrower’s insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of Collateral Agent or a third party as the Code or any applicable law permits. Each Borrower hereby appoints Collateral Agent as its lawful attorney-in-fact to sign such Borrower’s or any of its Subsidiaries’ name on any documents necessary to perfect or continue the perfection of Collateral Agent’s Lenders’ security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligations) have been satisfied in full and Collateral Agent and the Lenders are under no further obligation to make Credit Extensions hereunder. Collateral Agent’s foregoing appointment as each Borrower’s or any of its Subsidiaries’ attorney in fact, and all of Collateral Agent’s rights and powers, coupled with an interest, are irrevocable until all Obligations (other than inchoate indemnity obligations) have been fully repaid and performed and Collateral Agent’s and the Lenders’ obligation to provide Credit Extensions terminates.

Power of Attorney. Borrower hereby irrevocably appoints Collateral Agent as its lawful attorney-in-fact, exercisable upon the occurrence and during the continuance of an Event of Default, to: (a) endorse Borrower’s or any of its Subsidiaries’ name on any checks or other forms of payment or security; (b) sign Borrower’s or any of its Subsidiaries’ name on any invoice or xxxx of lading for any Account or drafts against Account Debtors; (c) settle and adjust disputes and claims about the Accounts directly with Account Debtors, for amounts and on terms Collateral Agent determines reasonable; (d) make, settle, and adjust all claims under Borrower’s insurance policies (but in no event may Agent cancel or reduce coverage under any of Borrower’s insurance policies); (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of Collateral Agent or a third party as the Code or any applicable law permits. Borrower hereby appoints Collateral Agent as its lawful attorney-in-fact to sign Borrower’s or any of its Subsidiaries’ name on any documents necessary to perfect or continue the perfection of Collateral Agent’s security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligations) have been satisfied in full and Collateral Agent and the Lenders are under no further obligation to make Credit Extensions hereunder. Collateral Agent’s foregoing appointment as Borrower’s or any of its Subsidiaries’ attorney in fact, and all of Collateral Agent’s rights and powers, coupled with an interest, are irrevocable until all Obligations (other than inchoate indemnity obligations) have been fully repaid and performed and Collateral Agent’s and the Lenders’ obligation to provide Credit Extensions terminates.

Power of Attorney. Borrower hereby irrevocably appoints Collateral Agent as its lawful attorney-in-fact, exercisable upon the occurrence and during the continuance of an Event of Default, to: (a) endorse Borrower’s or any of its Subsidiaries’ name on any checks or other forms of payment or security; (b) sign Borrower’s or any of its Subsidiaries’ name on any invoice or xxxx of lading for any Account or drafts against Account Debtors; (c) settle and adjust disputes and claims about the Accounts directly with Account Debtors, for amounts and on terms Collateral Agent determines reasonable; (d) make, settle, and adjust all claims under Borrower’s insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of Collateral Agent or a third party as the Code or any applicable law permits. Borrower hereby appoints Collateral Agent as its lawful attorney-in-fact to sign Borrower’s or any of its Subsidiaries’ name on any documents necessary to perfect or continue the perfection of Collateral Agent’s security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligations) have been satisfied in full and Collateral Agent and the Lenders are under no further obligation to make Credit Extensions hereunder. Collateral Agent’s foregoing appointment as Borrower’s or any of its Subsidiaries’ attorney in fact, and all of Collateral Agent’s rights and powers, coupled with an interest, are irrevocable until all Obligations (other than inchoate indemnity obligations) have been fully repaid and performed and Collateral Agent’s and the Lenders’ obligation to provide Credit Extensions terminates.

Power of Attorney. Borrower hereby irrevocably appoints Collateral Agent Agent, for the benefit of the Lenders, as its lawful attorney-in-fact, exercisable upon the occurrence and during the continuance of an Event of Default, to: (a) endorse Borrower’s or any of its Subsidiaries’ name on any checks or other forms of payment or security; (b) sign Borrower’s or any of its Subsidiaries’ name on any invoice or xxxx of lading for any Account or drafts against Account Debtors; (c) settle and adjust disputes and claims about the Accounts directly with Account Debtors, for amounts and on terms Collateral Agent determines reasonable; (d) make, settle, and adjust all claims under Borrower’s insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of Collateral Agent or a third party as the Code or any applicable law permits. Borrower hereby appoints Collateral Agent as its lawful attorney-in-fact to sign Borrower’s or any of its Subsidiaries’ name on any documents necessary to perfect or continue the perfection of Collateral Agent’s security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligations) have been satisfied in full and Collateral Agent and the Lenders are under no further obligation to make Credit Extensions hereunder. Collateral Agent’s foregoing appointment as Borrower’s or any of its Subsidiaries’ attorney in fact, and all of Collateral Agent’s rights and powers, coupled with an interest, are irrevocable until all Obligations (other than inchoate indemnity obligations) have been fully repaid and performed and Collateral Agenteach Lender’s and the Lenders’ obligation to provide Credit Extensions terminates.

Power of Attorney. Borrower hereby irrevocably appoints Collateral Agent as its lawful attorney-in-fact, exercisable upon the occurrence and during the continuance of an Event of Default, to: (a) endorse Borrower’s or any of its Subsidiaries’ name on any checks or other forms of payment or security; (b) sign Borrower’s or any of its Subsidiaries’ name on any invoice or xxxx of lading for any Account or drafts against Account Debtors; (c) settle and adjust disputes and claims about the Accounts directly with Account Debtors, for amounts and on terms Collateral Agent determines reasonable; (d) make, settle, and adjust all claims under Borrower’s insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of Collateral Agent for the ratable benefit of Lenders or a third party as the Code or any applicable law permits. Borrower hereby appoints Collateral Agent as its lawful attorney-in-fact to sign Borrower’s or any of its Subsidiaries’ name on any documents necessary to perfect or continue the perfection of Collateral Agent’s and Lenders’ security interest interests in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligations) have been satisfied in full and Collateral Agent and the Lenders are under no further obligation to make Credit Extensions hereunder. Collateral Agent’s foregoing appointment as Borrower’s or any of its Subsidiaries’ attorney in fact, and all of Collateral Agent’s rights and powers, coupled with an interest, are irrevocable until all Obligations (other than inchoate indemnity obligations) have been fully repaid and performed and Collateral Agent’s and the Lenders’ obligation to provide Credit Extensions terminates. All costs and expenses (including reasonable attorneys’ fees and expenses) incurred by Agent in the course of the exercise by Agent of any or all of its rights or remedies as attorney-in-fact of Borrower under this Section 9.2 shall be considered Lenders’ Expenses owing to Agent and immediately due and payable, bearing interest at the applicable rate specified in Section 2.3(b), and secured by the Collateral.

Power of Attorney. Borrower hereby irrevocably appoints the Collateral Agent and any Related Party thereof as its lawful attorney-in-fact, exercisable upon the occurrence and during the continuance of an Event of Default, to: (a) endorse Borrower’s or any of its Subsidiaries’ name on any checks or other forms of payment or security; (b) sign Borrower’s or any of its Subsidiaries’ name on any invoice or xxxx bill of lading for any Account or drafts against Account Debtors; (c) settle and adjust disputes and claims about the Collateral Accounts directly with Account Debtorsdepository banks where the Collateral Accounts are maintained, for amounts and on terms the Collateral Agent determines reasonable; (d) make, settle, and adjust all claims under Borrower’s products liability or general liability insurance policiespolicies maintained in any jurisdiction regarding Collateral; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of the Collateral Agent or a third party as the Code or any applicable law permits. Borrower hereby appoints the Collateral Agent and any Related Party thereof as its lawful attorney-in-fact to sign Borrower’s file or any of its Subsidiaries’ name on record any documents necessary to perfect or continue the perfection of the Collateral Agent’s security interest interest, for the benefit of Lenders and the other Secured Parties, in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligationscontingent indemnification obligations to the extent no claim giving rise thereto has been asserted) have been satisfied in full and Collateral Agent and the Lenders are no Lender is under no any further obligation to make Credit Extensions hereunder. Collateral Agent’s The foregoing appointment of the Collateral Agent and any Related Party thereof as BorrowerXxxxxxxx’s or any of its Subsidiaries’ attorney in fact, and all of the Collateral Agent’s (or such Related Party’s) rights and powers, coupled with an interest, are irrevocable until all Obligations (other than inchoate indemnity obligationscontingent indemnification obligations to the extent no claim giving rise thereto has been asserted) have been fully repaid and performed and Collateral Agenteach Lender’s and the Lenders’ obligation to provide Credit Extensions terminates.

Power of Attorney. Borrower hereby irrevocably appoints the Collateral Agent and any Related Party thereof as its lawful attorney-in-fact, exercisable upon the occurrence and during the continuance of an Event of Default, to: (a) endorse Borrower’s or any of its Subsidiaries’ name on any checks or other forms of payment or security; (b) sign Borrower’s or any of its Subsidiaries’ name on any invoice or xxxx bill of lading for any Account or drafts against Account Debtors; (c) settle and adjust disputes and claims about the Collateral Accounts directly with Account Debtorsdepository banks where the Collateral Accounts are maintained, for amounts and on terms the Collateral Agent determines reasonable; (d) make, settle, and adjust all claims under Borrower’s products liability or general liability insurance policiespolicies maintained in any jurisdiction regarding Collateral; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of the Collateral Agent or a third party as the Code or any applicable law permits. Borrower hereby appoints the Collateral Agent and any Related Party thereof as its lawful attorney-in-fact to sign Borrower’s file or any of its Subsidiaries’ name on record any documents necessary to perfect or continue the perfection of the Collateral Agent’s security interest interest, for the benefit of Lenders and the other Secured Parties, in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligations) have been satisfied in full and Collateral Agent and the Lenders are no Lender is under no any further obligation to make Credit Extensions Term Loans hereunder. Collateral Agent’s The foregoing appointment of the Collateral Agent and any Related Party thereof as BorrowerBxxxxxxx’s or any of its Subsidiaries’ attorney in fact, and all of the Collateral Agent’s (or such Related Party’s) rights and powers, coupled with an interest, are irrevocable until all Obligations (other than inchoate indemnity obligations) have been fully repaid and performed and Collateral Agenteach Lender’s and the Lenders’ obligation to provide Credit Extensions Term Loans terminates.

Power of Attorney. Borrower Each Guarantor hereby irrevocably appoints Collateral Agent Lender (and any of Lender's officers, employees, or agents designated by Lender) as its lawful such Guarantor's attorney-in-fact, exercisable upon with power whether before or after the occurrence and during the continuance of an Event of Default, to: (a) to endorse Borrower’s or any of its Subsidiaries’ Guarantor's name on any checks checks, notes, acceptances, money orders, drafts or other forms of payment or securitysecurity that may come into Lender's possession; (b) to sign Borrower’s or any of its Subsidiaries’ Guarantor's name on any invoice or xxxx of lading for any Account or drafts against Account Debtors, on schedules and assignments of Accounts, on verifications of Accounts, and on notices to Account Debtors; (c) settle to notify the post office authorities to change the address for delivery of Guarantor's mail to an address designated by Lender, to receive and adjust disputes open all mail addressed to Guarantor and claims about to retain all mail relating to the Accounts directly with Account Debtors, for amounts Collateral and on terms Collateral Agent determines reasonableforward all other mail to Guarantor; (d) make, settle, and adjust all claims under Borrower’s insurance policiesto send requests for verification of Accounts; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the sameexecute UCC Financing Statements; and (f) transfer the Collateral into the name of Collateral Agent or a third party as the Code or any applicable law permits. Borrower hereby appoints Collateral Agent as its lawful attorney-in-fact to sign Borrower’s or any of its Subsidiaries’ name on any documents do all things necessary to perfect or continue the perfection carry out this Agreement. The appointment of Collateral Agent’s security interest in the Collateral regardless Lender as each Guarantor's attorney and each and every one of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligations) have been satisfied in full and Collateral Agent and the Lenders are under no further obligation to make Credit Extensions hereunder. Collateral Agent’s foregoing appointment as Borrower’s or any of its Subsidiaries’ attorney in fact, and all of Collateral Agent’s Lender's rights and powers, being coupled with an interest, are irrevocable until all as long as any Obligations (other than inchoate indemnity obligationsare outstanding. Lender may not exercise the power granted in clauses 11.2(a) have been fully repaid through 11.2(c) unless an Event of Default has occurred and performed is continuing and Collateral Agent’s may not exercise the power granted in clause 11.2(d) prior to notification of a Guarantor of its intent to do so, but such limitations do not limit the effectiveness of such power of attorney at any time. Any person dealing with Lender is entitled to rely conclusively on any written or oral statement of Lender that this power of attorney is in effect. Lender may also use each Guarantor's stationery in connection with exercising its rights and remedies and performing the Lenders’ obligation to provide Credit Extensions terminatesObligations of a Guarantor.

Power of Attorney. Borrower hereby irrevocably appoints Collateral Agent Agent, for the benefit of the Lenders as its lawful attorney-in-fact, exercisable upon the occurrence and during the continuance of an Event of Default, to: (a) endorse Borrower’s or any of its Subsidiaries’ name on any checks or other forms of payment or security; (b) sign Borrower’s or any of its Subsidiaries’ name on any invoice or xxxx of lading for any Account or drafts against Account Debtors; (c) settle and adjust disputes and claims about the Accounts directly with Account Debtors, for amounts and on terms Collateral Agent determines reasonable; (d) make, settle, and adjust all claims under Borrower’s insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of Collateral Agent or a third party as the Code or any applicable law permits. Borrower hereby appoints Collateral Agent Agent, for the benefit of the Lenders as its lawful attorney-in-fact to sign Borrower’s or any of its Subsidiaries’ name on any documents necessary to perfect or continue the perfection of Collateral Agent’s security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligations) have been satisfied in full and Collateral Agent and the Lenders are under no further obligation to make Credit Extensions hereunder. Collateral Agent’s foregoing appointment as Borrower’s or any of its Subsidiaries’ attorney in fact, and all of Collateral Agent’s rights and powers, coupled with an interest, are irrevocable until all Obligations (other than inchoate indemnity obligations) have been fully repaid and performed and Collateral Agent’s and the Lenders’ obligation to provide Credit Extensions terminates.

Power of Attorney. Borrower hereby irrevocably appoints Collateral Agent as its lawful attorney-in-fact, exercisable only upon the occurrence and during the continuance of an Event of Default, to: (a) endorse Borrower’s or any of its Subsidiaries’ name on any checks or other forms of payment or security; (b) sign Borrower’s or any of its Subsidiaries’ name on any invoice or xxxx of lading for any Account or drafts against Account Debtors; (c) settle and adjust disputes and claims about the Accounts directly with Account Debtors, for amounts and on terms Collateral Agent determines reasonable; (d) make, settle, and adjust all claims under Borrower’s insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of Collateral Agent or a third party as the Code or any applicable law permits. Borrower hereby appoints Collateral Agent as its lawful attorney-in-fact to sign Borrower’s or any of its Subsidiaries’ name on any documents necessary to perfect or continue the perfection of Collateral Agent’s security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligationsobligations and other obligations which, by their terms, survive termination of this Agreement) have been satisfied in full and Collateral Agent and the Lenders are under no further obligation to make Credit Extensions hereunder. Collateral Agent’s foregoing appointment as Borrower’s or any of its Subsidiaries’ attorney in fact, and all of Collateral Agent’s rights and powers, coupled with an interest, are irrevocable until all Obligations (other than inchoate indemnity obligationsobligations and other obligations which by their terms survive termination of this Agreement) have been fully repaid and performed and Collateral Agent’s and the Lenders’ obligation to provide Credit Extensions terminates.

Power of Attorney. Borrower hereby irrevocably appoints Collateral Agent as its lawful attorney-in-attorney in fact, exercisable upon the occurrence and during the continuance of an Event of Default, to: (a) endorse Borrower’s or any of its Subsidiaries’ name on any checks or other forms of payment or security; (b) sign Borrower’s or any of its Subsidiaries’ name on any invoice or xxxx of lading for any Account or drafts against Account Debtors; (c) settle and adjust disputes and claims about the Accounts directly with Account Debtors, for amounts and on terms Collateral Agent determines reasonable; (d) make, settle, and adjust all claims under Borrower’s insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of Collateral Agent or a third party as the Code or any applicable law permits. Borrower hereby appoints Collateral Agent as its lawful attorney-in-attorney in fact to sign Borrower’s or any of its Subsidiaries’ name on any documents necessary to perfect or continue the perfection of Collateral Agent’s security interest in the Collateral regardless during the continuance of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligations) have been satisfied in full and Collateral Agent and the Lenders are under no further obligation to make Credit Extensions extend the Term Loan hereunder. Collateral Agent’s foregoing appointment as Borrower’s or any of its Subsidiaries’ attorney in fact, and all of Collateral Agent’s rights and powers, coupled with an interest, are irrevocable until all Obligations (other than inchoate indemnity obligations) have been fully repaid and performed and Collateral Agent’s and the Lenders’ obligation to provide Credit Extensions the Term Loan terminates.

Power of Attorney. Borrower hereby irrevocably appoints Collateral Agent as its lawful attorney-in-fact, exercisable upon the occurrence and during the continuance of an Event of Default, to: (a) endorse Borrower’s or any of its Subsidiaries’ name on any checks or other forms of payment or security; (b) sign Borrower’s or any of its Subsidiaries’ name on any invoice or xxxx bxxx of lading for any Account or drafts against Account Debtors; (c) settle and adjust disputes and claims about the Accounts directly with Account Debtors, for amounts and on terms Collateral Agent determines reasonable; (d) make, settle, and adjust all claims under Borrower’s insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of Collateral Agent or a third party as the Code or any applicable law permits. Borrower hereby appoints Collateral Agent as its lawful attorney-in-fact to sign Borrower’s or any of its Subsidiaries’ name on any documents necessary to perfect or continue the perfection of Collateral Agent’s security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligationsobligations and any other obligations which, by their terms, are to survive the termination of this Agreement) have been satisfied in full and Collateral Agent and the Lenders are under no further obligation to make Credit Extensions hereunder. Collateral Agent’s foregoing appointment as Borrower’s or any of its Subsidiaries’ attorney in fact, and all of Collateral Agent’s rights and powers, coupled with an interest, are irrevocable until all Obligations (other than inchoate indemnity obligationsobligations and any other obligations which, by their terms, are to survive the termination of this Agreement) have been fully repaid and performed and Collateral Agent’s and the Lenders’ obligation to provide Credit Extensions terminates.

Power of Attorney. Subsidiary Borrower hereby irrevocably makes, constitutes, and appoints Collateral Agent (and any of Agent's officers, employees, or agents designated by Agent) as its Subsidiary Borrower's true and lawful attorney-in-fact, exercisable upon with power to (a) if Subsidiary Borrower refuses to, or fails timely to execute and deliver any of the occurrence and during documents described in Section 4.4, sign the continuance name of Subsidiary Borrower on any of the documents described in Section 4.4, (b) at any time that an Event of DefaultDefault has occurred and is continuing, to: (a) endorse sign Subsidiary Borrower’s or any of its Subsidiaries’ name on any checks or other forms of payment or security; (b) sign Borrower’s or any of its Subsidiaries’ 's name on any invoice or xxxx of lading for any Account or relating to the Collateral, drafts against Account Debtors; , or notices to Account Debtors, (c) send requests for verification of Accounts; provided, however, that, so long as no Event of Default has occurred and is continuing, Agent agrees to coordinate such verification activities with Subsidiary Borrower, (d) endorse Subsidiary Borrower's name on any Collection item that may come into the Lender Group's possession, (e) at any time that an Event of Default has occurred and is continuing, make, settle, and adjust all claims under Subsidiary Borrower's policies of insurance and make all determinations and decisions with respect to such policies of insurance, and (f) at any time that an Event of Default has occurred and is continuing, settle and adjust disputes and claims about the respecting Subsidiary Borrower's Accounts directly with Account Debtors, for amounts and on upon terms Collateral that Agent determines to be reasonable; (d) make, settle, and adjust all claims under Agent may cause to be executed and delivered any documents and releases that Agent determines to be necessary. The appointment of Agent as Subsidiary Borrower’s insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest's attorney, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; each and (f) transfer the Collateral into the name of Collateral Agent or a third party as the Code or any applicable law permits. Borrower hereby appoints Collateral Agent as its lawful attorney-in-fact to sign Borrower’s or any every one of its Subsidiaries’ name on any documents necessary to perfect or continue the perfection of Collateral Agent’s security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligations) have been satisfied in full and Collateral Agent and the Lenders are under no further obligation to make Credit Extensions hereunder. Collateral Agent’s foregoing appointment as Borrower’s or any of its Subsidiaries’ attorney in fact, and all of Collateral Agent’s rights and powers, being coupled with an interest, are is irrevocable until all of the Obligations (other than inchoate indemnity obligations) have been fully and finally repaid and performed and Collateral Agent’s and the Lenders’ obligation Lender Group's obligations to provide Credit Extensions terminatesextend credit hereunder are terminated.

Power of Attorney. Borrower hereby irrevocably appoints Collateral Agent Bank as its lawful attorney-in-fact, fact to: (a) exercisable upon following the occurrence and during the continuance of an Event of Default, to: (a) endorse Borrower’s or any of its Subsidiaries’ name on any checks or other forms of payment or security; (bi) sign Borrower’s or any of its Subsidiaries’ name on any invoice or xxxx bxxx of lading for any Account or drafts against Account Debtors; (cii) demand, collect, sxx, and give releases to any Account Debtor for monies due, settle and adjust disputes and claims about the Accounts directly with Account Debtors, for amounts and on terms compromise, prosecute, or defend any action, claim, case, or proceeding about any Collateral Agent determines reasonable(including filing a claim or voting a claim in any bankruptcy case in Bank’s or Borrower’s name, as Bank chooses); (diii) make, settle, and adjust all claims under Borrower’s insurance policies; (eiv) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse or other claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (fv) transfer the Collateral into the name of Collateral Agent Bank or a third party as the Code permits; and (vi) receive, open and dispose of mail addressed to Borrower; and (b) regardless of whether an Event of Default has occurred, (i) endorse Borrower’s name on any checks, payment instruments, or any applicable law permitsother forms of payment or security; and (ii) notify all Account Debtors to pay Bank directly. Borrower hereby appoints Collateral Agent Bank as its lawful attorney-in-fact to sign Borrower’s or any of its Subsidiaries’ name on any documents necessary to perfect or continue the perfection of Collateral AgentBank’s security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligations) have been satisfied in full and Collateral Agent and the Lenders are under no further obligation to make Credit Extensions hereunderLoan Documents have been terminated. Collateral AgentBank’s foregoing appointment as Borrower’s or any of its Subsidiaries’ attorney in fact, and all of Collateral AgentBank’s rights and powers, coupled with an interest, are irrevocable until all Obligations (other than inchoate indemnity obligations) have been fully repaid and performed and Collateral Agent’s and the Lenders’ obligation to provide Credit Extensions terminatesLoan Documents have been terminated.

Power of Attorney. Borrower hereby irrevocably appoints Collateral Agent as its lawful attorney-in-attorney in fact, exercisable upon the occurrence and during the continuance of an Event of Default, to: (a) endorse Borrower’s or any of its Subsidiaries’ name on any checks or other forms of payment or security; (b) sign Borrower’s or any of its Subsidiaries’ name on any invoice or xxxx bill of lading for any Account or drafts against Account Debtors; (c) settle and adjust disputes and claims about the Accounts directly with Account Debtors, for amounts and on terms Collateral Agent determines reasonable; (d) make, settle, and adjust all claims under Borrower’s insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of Collateral Agent or a third party as the Code or any applicable law permits. Borrower hereby appoints Collateral Agent as its lawful attorney-in-attorney in fact to sign BorrowerBxxxxxxx’s or any of its Subsidiaries’ name on any documents necessary to perfect or continue the perfection of Collateral Agent’s security interest in the Collateral regardless during the continuance of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligations) have been satisfied in full and Collateral Agent and the Lenders are under no further obligation to make Credit Extensions extend the Term Loan hereunder. Collateral Agent’s foregoing appointment as BorrowerBxxxxxxx’s or any of its Subsidiaries’ attorney in fact, and all of Collateral Agent’s rights and powers, coupled with an interest, are irrevocable until all Obligations (other than inchoate indemnity obligations) have been fully repaid and performed and Collateral Agent’s and the Lenders’ obligation to provide Credit Extensions the Term Loan terminates.

Power of Attorney. Borrower Issuer hereby irrevocably appoints Collateral Agent as its lawful attorney-in-fact, exercisable upon the occurrence and during the continuance of an Event of Default, to: (a) endorse BorrowerIssuer’s or any of its Subsidiaries’ Guarantor’s name on any checks or other forms of payment or security; (b) sign BorrowerIssuer’s or any of its Subsidiaries’ Guarantor’s name on any invoice or xxxx bill of lading for any Account or drafts against Account Debtors; (c) settle and adjust disputes and claims about the Accounts of Issuer directly with the applicable Account Debtors, for amounts and on terms Collateral Agent determines reasonable; (d) make, settle, and adjust all claims under BorrowerIssuer’s insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of Collateral Agent or a third party as the Code or any applicable law permitspermits (including by filing assignment agreements with the United States Patent and Trademark Office, United States Copyright Office or equivalent in any jurisdiction outside of the United States); and (g) in the case of any Intellectual Property, execute, deliver and have recorded any document that the Collateral Agent may request to evidence, effect, publicize or record the Collateral Agent’s security interest in such Intellectual Property and the goodwill and General Intangibles of Issuer relating thereto or represented thereby. Borrower Issuer hereby appoints Collateral Agent as its lawful attorney-in-fact to sign BorrowerIssuer’s or any of its Subsidiaries’ Guarantor’s name on any documents necessary to perfect or continue the perfection of Collateral Agent’s security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligations) have been satisfied in full and Collateral Agent and the Lenders Purchasers are under no further obligation to make Credit Extensions purchase Notes hereunder. Collateral Agent’s foregoing appointment as BorrowerIssuer’s or any of its Subsidiaries’ Guarantor’s attorney in fact, and all of Collateral Agent’s rights and powers, coupled with an interest, are irrevocable until all Obligations (other than inchoate indemnity obligations) have been fully repaid and performed and Collateral Agent’s and the LendersPurchasers’ obligation to provide Credit Extensions purchase the Notes terminates.

Power of Attorney. Each Borrower hereby irrevocably appoints Collateral Administrative Agent as its lawful attorney-in-fact, exercisable upon the occurrence and during the continuance of an Event of Default, to: (a) endorse Borrower’s or any of its Subsidiaries’ name on any checks or other forms of payment or security; (b) sign Borrower’s or any of its Subsidiaries’ name on any invoice or xxxx of lading for any Account or drafts against Account Debtors; (c) settle and adjust disputes and claims about the Accounts directly with Account Debtors, for amounts and on terms Collateral Administrative Agent determines reasonable; (d) make, settle, and adjust all claims under Borrower’s insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of Collateral Administrative Agent or a third party as the Code or any applicable law permits. Each Borrower hereby appoints Collateral Administrative Agent as its lawful attorney-in-fact to sign Borrower’s or any of its Subsidiaries’ name on any documents necessary to perfect or continue the perfection of Collateral Administrative Agent’s security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligations) have been satisfied in full and Collateral Administrative Agent and the Lenders are is under no further obligation to make Credit Extensions hereunder. Collateral Administrative Agent’s foregoing appointment as each Borrower’s or any of its Subsidiaries’ attorney in fact, and all of Collateral Administrative Agent’s rights and powers, coupled with an interest, are irrevocable until all Obligations (other than inchoate indemnity obligations) have been fully repaid and performed and Collateral Agenteach Lender’s and the Lenders’ obligation to provide Credit Extensions terminates.

Power of Attorney. Borrower hereby irrevocably appoints Collateral Agent Lender as its lawful attorney-in-fact, exercisable upon the occurrence and during the continuance of an Event of Default, to: (a) endorse Borrower’s or any of its Subsidiaries’ name on any checks or other forms of payment or security; (b) sign Borrower’s or any of its Subsidiaries’ name on any invoice or xxxx of lading for any Account or drafts against Account Debtors; (c) settle and adjust disputes and claims about the Accounts directly with Account Debtors, for amounts and on terms Collateral Agent Lender determines reasonable; (d) make, settle, and adjust all claims under Borrower’s insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of Collateral Agent Lender or a third party as the Code or any applicable law permits. Borrower hereby appoints Collateral Agent Lender as its lawful attorney-in-fact to sign Borrower’s file or any of its Subsidiaries’ name on record any documents necessary to perfect or continue the perfection of Collateral AgentLender’s security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligations) have been satisfied in full and Collateral Agent and the Lenders are Lender is not under no any further obligation to make Credit Extensions hereunder. Collateral AgentLender’s foregoing appointment as Borrower’s or any of its Subsidiaries’ attorney in fact, and all of Collateral AgentLender’s rights and powers, coupled with an interest, are irrevocable until all Obligations (other than inchoate indemnity obligations) have been fully repaid and performed and Collateral AgentLender’s and the Lenders’ obligation to provide Credit Extensions terminates.

Power of Attorney. Borrower hereby irrevocably appoints Collateral Agent and Administrative Agent as its lawful attorney-in-fact, exercisable upon the occurrence and during the continuance of an Event of Default, to: (a) endorse Borrower’s or any of its Subsidiaries’ name on any checks or other forms of payment or security; (b) sign Borrower’s or any of its Subsidiaries’ name on any invoice or xxxx of lading for any Account or drafts against Account Debtors; (c) settle and adjust disputes and claims about the Accounts directly with Account Debtors, for amounts and on terms Collateral Agent determines reasonable; (d) make, settle, and adjust all claims under Borrower’s insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer make any Disposition of the Collateral into the name of Collateral Agent or a third party as the Code or any applicable law permits. Borrower hereby appoints Collateral Agent as its lawful attorney-in-fact to sign Borrower’s or any of its Subsidiaries’ name on any documents necessary to perfect or continue the perfection of Collateral Agent’s security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other Credit Agreement – Domo, Inc. 25 than inchoate indemnity obligations) have been satisfied in full and Collateral Agent and the Lenders are under no further obligation to make Credit Extensions hereunder. Collateral Agent’s Agents’ foregoing appointment as Borrower’s or any of its Subsidiaries’ attorney in fact, and all of Collateral AgentLender’s and Agents’ rights and powers, coupled with an interest, are irrevocable until all Obligations (other than inchoate indemnity obligations) have been fully repaid and performed and Collateral Agent’s and the Lenders’ obligation to provide Credit Extensions terminates.

Power of Attorney. Borrower hereby irrevocably constitutes and appoints Collateral Agent Lender as its lawful Borrower’s attorney-in-factfact with full power of substitution, exercisable for Borrower and any of its Subsidiary’s and in Borrower’s or any of its Subsidiary’s name to do, at Lender’s option and at Borrower’s expense upon the occurrence and during the continuance of an Event of Default, to: to (a) endorse ask, demand, collect (including, but not limited to the execution, in Borrower’s or any Subsidiary’s name, of its Subsidiaries’ notification letters), xxx for, compound and give acquittance for any and all payments assigned hereunder and to endorse, in writing or by stamp, Borrower’s name or otherwise on all checks for any checks or other forms monies in respect of payment or securitythe Collateral; (b) sign Borrower’s or any of its Subsidiaries’ name on any invoice or xxxx of lading for any Account account or drafts against Account Debtors; (c) settle and adjust disputes and claims about the Accounts any accounts directly with Account Debtors, for amounts and on terms Collateral Agent Lender determines reasonable; (d) make, settle, and adjust all claims under Borrower’s insurance policies; (e) pay, contest or settle any Lienlien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of Collateral Agent Lender or a third party as the Code UCC or any applicable law permits. Borrower hereby appoints Collateral Agent Lender as its lawful attorney-in-fact to sign Borrower’s or any of its Subsidiaries’ name on any documents necessary to perfect or continue the perfection of Collateral AgentLender’s security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligations) have been satisfied in full and Collateral Agent and the Lenders are Lender is under no further obligation to make Credit Extensions extend Loans hereunder. Collateral AgentLender’s foregoing appointment as Borrower’s or any of its Subsidiaries’ attorney in fact, and all of Collateral AgentLender’s rights and powers, coupled with an interest, are irrevocable until all Obligations (other than inchoate indemnity obligations) have been fully repaid and performed and Collateral AgentLender’s and the Lenders’ obligation to provide Credit Extensions Loans terminates.

Power of Attorney. Borrower hereby irrevocably appoints Collateral Agent as its lawful attorney-in-fact, exercisable upon the occurrence and during the continuance of an Event of Default, to: (a) endorse Borrower’s or any of its Subsidiaries’ name on any checks or other forms of payment or security; (b) sign Borrower’s or any of its Subsidiaries’ name on any invoice or xxxx of lading for any Account or drafts against Account Debtors; (c) settle and adjust disputes and claims about the Accounts directly with Account Debtors, for amounts and on terms Collateral Agent determines reasonable; (d) make, settle, and adjust all claims under Borrower’s insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of Collateral Agent or a third party as the Code or any applicable law permits. Borrower hereby appoints Collateral Agent as its lawful attorney-in-fact to sign Borrower’s or any of its Subsidiaries’ name on any documents necessary to perfect or continue the perfection of Collateral Agent’s security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligations) have been satisfied in full and Collateral Agent and the Lenders are under no further obligation to make Credit Extensions hereunder. Collateral Agent’s foregoing appointment as Borrower’s or any of its Subsidiaries’ attorney in fact, and all of Collateral Agent’s rights and powers, coupled with an interest, are irrevocable until all Obligations (other than inchoate indemnity obligations) have been fully repaid and performed and Collateral Agent’s and the Lenders’ obligation to provide Credit Extensions terminates.

Power of Attorney. Borrower hereby irrevocably makes, constitutes and appoints Collateral Agent Lender (and any person designated by Lender) as its Borrower's true and lawful attorney-in-factfact with power to sign the name of Borrower on any of the above described documents or on any other similar documents to be executed, exercisable recorded or filed in order to perfect or continue perfected Lender's continuing security interest in the Collateral including patent assignments and trademark assignments. In addition, Borrower hereby appoints Lender (and any person designated by Lender) as Borrower's attorney-in-fact with power to: (a) sign Borrower's name on verifications of Accounts, on other Collateral and, upon the occurrence and during the continuance of an Event of Default, to: on notices to Account debtors; (ab) send requests for verification of Accounts and other Collateral; (c) upon the continuance of an Event of Default, endorse Borrower’s or any of its Subsidiaries’ 's name on any checks checks, notes, acceptances, money orders, drafts or other forms of payment or security; (b) sign Borrower’s or any of its Subsidiaries’ name on any invoice or xxxx of lading for any Account or drafts against Account Debtors; (c) settle and adjust disputes and claims about the Accounts directly with Account Debtors, for amounts and on terms Collateral Agent determines reasonablesecurity that may come into Lender's possession; (d) upon the occurrence of an Event of Default (except as provided in the Financing and Cash Collateral Order and subject to the rights of the holders of the Prepetition Secured Obligations), notify the post office authorities to change the address for delivery of Borrower's mail to an address designated by Lender, to receive and open all mail addressed to Borrower, and to retain all mail relating to the Collateral and forward all other mail to Borrower; (e) upon the occurrence of an Event of Default (but subject to the rights of the holders of the Prepetition Secured Obligations) make, settle, settle and adjust all claims under Borrower’s insurance policies; (e) pay's policies of insurance, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into endorse the name of Collateral Agent Borrower on any check, draft, instrument or a third party other item of payment for the proceeds of such policies of insurance and make all determinations and decisions with respect to such policies of insurance. The appointment of Lender as the Code or any applicable law permits. Borrower hereby appoints Collateral Agent as its lawful Borrower's attorney-in-fact to sign Borrower’s or any and each and every one of its Subsidiaries’ name on any documents necessary to perfect or continue the perfection of Collateral Agent’s security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligations) have been satisfied in full and Collateral Agent and the Lenders are under no further obligation to make Credit Extensions hereunder. Collateral Agent’s foregoing appointment as Borrower’s or any of its Subsidiaries’ attorney in fact, and all of Collateral Agent’s Lender's rights and powers, being coupled with an interest, are is irrevocable so long as any Accounts in which Lender has a continuing security interest remain unpaid and until all of the Obligations (other than inchoate indemnity obligations) have been fully repaid and performed and Collateral Agent’s and the Lenders’ obligation to provide Credit Extensions terminatesperformed.

Power of Attorney. Borrower hereby irrevocably appoints Collateral Agent as its lawful attorney-in-fact, exercisable upon the occurrence and during the continuance of an Event of Default, to: (a) endorse Borrowerany Credit Party’s or any of its their Subsidiaries’ name on any checks or other forms of payment or security; (b) sign Borrowerany Credit Party’s or any of its their Subsidiaries’ name on any invoice or xxxx of lading for any Account or drafts against Account Debtors; (c) settle and adjust disputes and claims about the Accounts directly with Account Debtors, for amounts and on terms Collateral Agent determines reasonable; (d) make, settle, and adjust all claims under Borrower’s insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of Collateral Agent or a third party as the Code or any applicable law permits. Borrower hereby appoints Collateral Agent as its lawful attorney-in-fact to sign Borrowerany Credit Party’s or any of its their Subsidiaries’ name on any documents necessary to perfect or continue the perfection of Collateral Agent’s security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligations) have been satisfied in full and Collateral Agent and the Lenders are under no further obligation to make Credit Extensions hereunder. Collateral Agent’s foregoing appointment as Borrowerany Credit Party’s or any of its their Subsidiaries’ attorney in fact, and all of Collateral Agent’s rights and powers, coupled with an interest, are irrevocable until all Obligations (other than inchoate indemnity obligations) have been fully repaid and performed and Collateral Agent’s and the Lenders’ obligation to provide Credit Extensions terminates.

Power of Attorney. Borrower Each Loan Party hereby irrevocably appoints Collateral Agent as its lawful attorney-in-attorney in fact, exercisable upon the occurrence and during the continuance of an Event of Default, to: (a) endorse Borrowerany Loan Party’s or any of its Subsidiaries’ name on any checks or other forms of payment or security; (b) sign Borrowerany Loan Party’s or any of its Subsidiaries’ name on any invoice or xxxx bxxx of lading for any Account or drafts against Account Debtors; (c) settle and adjust disputes and claims about the Accounts of any Loan Party directly with the applicable Account Debtors, for amounts and on terms Collateral Agent determines reasonable; (d) make, settle, and adjust all claims under Borrowerany Loan Party’s insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of Collateral Agent or a third party as the Code or any applicable law permits. Borrower Each Loan Party hereby appoints Collateral Agent as its lawful attorney-in-attorney in fact to sign Borrowerany Loan Party’s or any of its Subsidiaries’ name on any documents necessary to perfect or continue the perfection of Collateral Agent’s security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligations) have been satisfied in full and Collateral Agent and the Lenders are under no further obligation to make Credit Extensions or extend Term Loans hereunder. Collateral Agent’s foregoing appointment as Borrowerany Loan Party’s or any of its Subsidiaries’ attorney in fact, and all of Collateral Agent’s rights and powers, are coupled with an interest, interest and are irrevocable until all Obligations (other than inchoate indemnity obligations) have been fully repaid and performed and Collateral Agent’s and the Lenders’ obligation to provide Credit Extensions Term Loans terminates.

Power of Attorney. Borrower hereby irrevocably appoints the Collateral Agent and any Related Party thereof as its lawful attorney-in-fact, exercisable upon the occurrence and during the continuance of an Event of Default, to: (a) endorse Borrower’s or any of its Subsidiaries’ name on any checks or other forms of payment or security; (b) sign Borrower’s or any of its Subsidiaries’ name on any invoice or xxxx bxxx of lading for any Account or drafts against Account Debtors; (c) settle and adjust disputes and claims about the Collateral Accounts directly with Account Debtorsdepository banks where the Collateral Accounts are maintained, for amounts and on terms the Collateral Agent determines reasonable; (d) make, settle, and adjust all claims under Borrower’s products liability or general liability insurance policiespolicies maintained in the United States regarding Collateral; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of the Collateral Agent or a third party as the Code or any applicable law permits. Borrower hereby appoints the Collateral Agent and any Related Party thereof as its lawful attorney-in-fact to sign Borrower’s file or any of its Subsidiaries’ name on record any documents necessary to perfect or continue the perfection of the Collateral Agent’s security interest interest, for the benefit of Lenders and the other Secured Parties, in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligations) have been satisfied in full and Collateral Agent and the Lenders are no Lender is under no any further obligation to make Credit Extensions hereunder. Collateral Agent’s The foregoing appointment of the Collateral Agent and any Related Party thereof as Borrower’s or any of its Subsidiaries’ attorney in fact, and all of the Collateral Agent’s (or such Related Party’s) rights and powers, coupled with an interest, are irrevocable until all Obligations (other than inchoate indemnity obligations) have been fully repaid and performed and Collateral Agenteach Lender’s and the Lenders’ obligation to provide Credit Extensions terminates.

Power of Attorney. Borrower hereby irrevocably appoints Collateral Agent as its lawful attorney-in-attorney in fact, exercisable upon the occurrence and during the continuance of an Event of Default, to: (a) endorse Borrower’s or any of its Subsidiaries’ name on any checks or other forms of payment or security; (b) sign Borrower’s or any of its Subsidiaries’ name on any invoice or xxxx bill of lading for any Account or drafts against Account Debtors; (c) settle and adjust disputes and claims about the Accounts directly with Account Debtors, for amounts and on terms Collateral Agent determines reasonable; (d) make, settle, and adjust all claims under Borrower’s insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of Collateral Agent or a third party as the Code or any applicable law permits. Borrower hereby appoints Collateral Agent as its lawful attorney-in-attorney in fact to sign BorrowerBxxxxxxx’s or any of its Subsidiaries’ name on any documents necessary to perfect or continue the perfection of Collateral Agent’s security interest in in, and lien on, the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligations) have been satisfied in full and Collateral Agent and the Lenders are under no further obligation to make Credit Extensions hereunderfull. Collateral Agent’s foregoing appointment as BorrowerBxxxxxxx’s or any of its Subsidiaries’ attorney in fact, and all of Collateral Agent’s rights and powers, coupled with an interest, are irrevocable until all Obligations (other than inchoate indemnity obligations) have been fully repaid and performed and Collateral Agent’s and the Lenders’ obligation to provide Credit Extensions terminatesperformed.

Power of Attorney. Borrower hereby irrevocably appoints the Collateral Agent and any Related Party thereof as its lawful attorney-in-fact, exercisable upon the occurrence and during the continuance of an Event of Default, to: (a) endorse Borrower’s or any of its Subsidiaries’ name on any checks or other forms of payment or security; (b) sign Borrower’s or any of its Subsidiaries’ name on any invoice or xxxx of lading for any Account or drafts against Account Debtors; (c) settle and adjust disputes and claims about the Collateral Accounts directly with Account Debtorsdepository banks where the Collateral Accounts are maintained, for amounts and on terms the Collateral Agent determines reasonable; (d) make, settle, and adjust all claims under Borrower’s products liability or general liability insurance policiespolicies maintained in any jurisdiction regarding Collateral; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of the Collateral Agent or a third party as the Code or any applicable law permits. Borrower hereby appoints the Collateral Agent and any Related Party thereof as its lawful attorney-in-fact to sign Borrower’s file or any of its Subsidiaries’ name on record any documents necessary to perfect or continue the perfection of the Collateral Agent’s security interest interest, for the benefit of Lenders and the other Secured Parties, in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligationscontingent indemnification obligations to the extent no claim giving rise thereto has been asserted) have been satisfied in full and Collateral Agent and the Lenders are no Lender is under no any further obligation to make Credit Extensions hereunder. Collateral Agent’s The foregoing appointment of the Collateral Agent and any Related Party thereof as Borrower’s or any of its Subsidiaries’ attorney in fact, and all of the Collateral Agent’s (or such Related Party’s) rights and powers, coupled with an interest, are irrevocable until all Obligations (other than inchoate indemnity obligationscontingent indemnification obligations to the extent no claim giving rise thereto has been asserted) have been fully repaid and performed and Collateral Agenteach Lender’s and the Lenders’ obligation to provide Credit Extensions terminates.

Power of Attorney. Borrower hereby Debtor irrevocably appoints Collateral Agent any officer of Lender as its lawful Debtor’s attorney-in-fact, exercisable upon with power after an event of default to receive, open and dispose of all mail addressed to Debtor (and Lender shall not be required as a condition to the exercise of this power to prove the occurrence and during the continuance of an Event event of Defaultdefault to the Post Office); to notify the Post Office authorities to change the address for delivery of all mail addressed to Debtor to such address as Lender may designate; to endorse the name of Debtor upon any instruments which may come into Lender’s possession; and to sign and make draws under any letter of credit constituting Collateral on Debtor’s behalf. Debtor agrees that Obligations may be created by drafts drawn on Lender by shippers of inventory named in Section 3. Debtor authorizes Lender to honor any such draft accompanied by invoices aggregating the amount of the draft and describing inventory to be shipped to Debtor and to pay any such invoices not accompanied by drafts. Debtor appoints any employee of Lender as Debtor’s attorney, to: (a) endorse Borrowerwith full power to sign Debtor’s or any of its Subsidiaries’ name on any checks or other forms of payment or security; (b) sign Borrower’s or any of its Subsidiaries’ name on any invoice or xxxx of lading for any Account or drafts against Account Debtors; (c) settle and adjust disputes and claims about the Accounts directly with Account Debtors, for amounts and on terms Collateral Agent determines reasonable; (d) make, settle, and adjust all claims under Borrower’s insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateralinstrument evidencing an Obligation, or any renewals or extensions, for the amount of such drafts honored by Lender and such instruments may be payable at fixed times or on demand, shall bear interest at the rate from time to time fixed by Lender and Debtor agrees, upon request of Lender, to execute any such instruments. This power of attorney to execute instruments may be revoked by Debtor only by written notice to Lender and no such revocation shall affect any instruments executed prior to the receipt by Lender of such notice. All acts of such attorney are ratified and approved and such attorney is not liable for any act or omission or for any error of judgment based thereon, or otherwise take any action to terminate mistake of fact or discharge the same; and (f) transfer the Collateral into the name of Collateral Agent or law. This power is a third party as the Code or any applicable law permits. Borrower hereby appoints Collateral Agent as its lawful attorney-in-fact to sign Borrower’s or any of its Subsidiaries’ name on any documents necessary to perfect or continue the perfection of Collateral Agent’s security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligations) have been satisfied in full and Collateral Agent and the Lenders are under no further obligation to make Credit Extensions hereunder. Collateral Agent’s foregoing appointment as Borrower’s or any of its Subsidiaries’ attorney in fact, and all of Collateral Agent’s rights and powers, power coupled with an interestinterest and is given as security for the Obligations, are irrevocable until all Obligations (other than inchoate indemnity obligations) have been fully repaid and performed and Collateral Agent’s and the Lenders’ obligation to provide Credit Extensions terminatesauthority conferred by this power is and shall be irrevocable and shall remain in full force and effect until renounced by Lender except as otherwise expressly provided in this Section 6(c).

Power of Attorney. Borrower Effective from and after the Closing, the Seller hereby irrevocably appoints Collateral Agent the Buyer as its lawful attorney-in-fact, exercisable exercisable, subject to the Collateral Sharing Agreement; provided that the Seller agrees that it shall not exercise its rights as the appointed lawful attorney-in-fact at any time prior to the Marketing Approval of the Product. Following Marketing Approval of the Product, upon the occurrence and during the continuance of an Event of Defaulta Payment Breach, Buyer, as the appointed lawful attorney-in-fact shall have the right to: (a) endorse Borrowerthe Seller’s or any of its Subsidiaries’ name on any checks or other forms of payment or security; (b) sign Borrowerthe Seller’s or any of its Subsidiaries’ name on any invoice or xxxx of lading for any Account account or drafts against Account Debtorsaccount debtors; (c) settle and adjust disputes and claims about the Accounts accounts directly with Account Debtorsaccount debtors, for amounts and on terms Collateral Agent the Buyer determines reasonable; (d) make, settle, and adjust all claims under Borrowerthe Seller’s insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of Collateral Agent the Buyer or a third party as the Code or any applicable law permits. Borrower The Seller hereby appoints Collateral Agent the Buyer as its lawful attorney-in-fact to sign Borrowerthe Seller’s or any of its Subsidiaries’ name on any documents reasonably necessary to perfect or continue the perfection of Collateral Agentthe Buyer’s security interest in the Collateral regardless of whether an Event of Default a Payment Breach has occurred until all Obligations of the Seller’s obligations under this Agreement (other than inchoate indemnity obligations) ), including the payment of past and future Participation Payments or the NPV Termination Offer, if not rejected by the Buyer, have been satisfied in full and Collateral Agent and the Lenders are under no further obligation to make Credit Extensions hereunderfull. Collateral AgentThe Buyer’s foregoing appointment as Borrowerthe Seller’s or any of its Subsidiaries’ attorney in fact, and all of Collateral Agentthe Buyer’s rights and powers, coupled with an interest, are irrevocable until all Obligations of the Seller’s obligations under this Agreement (other than inchoate [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. indemnity obligations) ), including the payment of past and future Participation Payments or the NPV Termination Offer, if not rejected by the Buyer, have been fully repaid and performed and satisfied in full; provided, however, that the Buyer shall exercise such rights in accordance with the Collateral Agent’s and the Lenders’ obligation to provide Credit Extensions terminatesSharing Agreement.

Power of Attorney. Borrower hereby irrevocably appoints Collateral Agent as its lawful attorney-in-fact, exercisable upon the occurrence and during the continuance of an Event of Default, to: (a) endorse Borrower’s or any of its Subsidiaries’ name on any checks or other forms of payment or security; (b) sign Borrower’s or any of its Subsidiaries’ name on any invoice or xxxx of lading for any Account or drafts against Account Debtors; (c) settle and adjust disputes and claims about the Accounts directly with Account Debtors, for amounts and on terms Collateral Agent determines reasonable; (d) make, settle, and adjust all claims under Borrower’s insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer make any Disposition of the Collateral into the name of Collateral Agent or a third party as the Code or any applicable law permits. Borrower hereby appoints Collateral Agent as its lawful attorney-in-fact to sign Borrower’s or any of its Subsidiaries’ name on any documents necessary to perfect or continue the perfection of Collateral Agent’s security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligations) have been satisfied in full and Collateral Agent and the Lenders are under no further obligation to make Credit Extensions hereunder. Collateral Agent’s foregoing appointment as Borrower’s or any of its Subsidiaries’ attorney in fact, and all of Collateral Lender’s and Agent’s rights and powers, coupled with an interest, are irrevocable until all Obligations (other than inchoate indemnity obligations) have been fully repaid and performed and Collateral Agent’s and the Lenders’ obligation to provide Credit Extensions terminates.

Power of Attorney. Borrower hereby irrevocably appoints Collateral Agent as its lawful attorney-in-fact, exercisable upon the occurrence and during the continuance of an Event of Default, to: (a) endorse Borrower’s or any of its Subsidiaries’ name on any checks or other forms of payment or security; (b) sign Borrower’s or any of its Subsidiaries’ name on any invoice or xxxx bill of lading for any Account or drafts against Account Debtors; (c) settle and adjust disputes and claims about the Accounts of Borrower directly with the applicable Account Debtors, for amounts and on terms Collateral Agent determines reasonable; (d) make, settle, and adjust all claims under Borrower’s insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of Collateral Agent or a third party as the Code or any applicable law permits. Borrower hereby appoints Collateral Agent as its lawful attorney-in-fact to sign BorrowerXxxxxxxx’s or any of its Subsidiaries’ name on any documents necessary to perfect or continue the perfection of Collateral Agent’s security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligations) have been satisfied in full and Collateral Agent and the Lenders are under no further obligation to make Credit Extensions extend Term Loans hereunder. Collateral Agent’s foregoing appointment as BorrowerXxxxxxxx’s or any of its Subsidiaries’ attorney in fact, and all of Collateral Agent’s rights and powers, coupled with an interest, are irrevocable until all Obligations (other than inchoate indemnity obligations) have been fully repaid and performed and Collateral Agent’s and the Lenders’ obligation to provide Credit Extensions Term Loans terminates.

Power of Attorney. Borrower hereby irrevocably appoints Collateral Agent as its lawful attorney-in-fact, exercisable upon the occurrence and during the continuance of an Event of Default, to: (a) endorse Borrower’s or any of its Subsidiaries’ name on any checks or other forms of payment or security; (b) sign Borrower’s or any of its Subsidiaries’ name on any invoice or xxxx of lading for any Account or drafts against Account Debtors; (c) settle and adjust disputes and claims about the Accounts directly with Account Debtors, for amounts and on terms Collateral Agent determines reasonable; (d) make, settle, and adjust all claims under Borrower’s insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of Collateral Agent or a third party as the Code or any applicable law permits. Borrower hereby appoints Collateral Agent as its lawful attorney-in-fact to sign Borrower’s or any of its Subsidiaries’ name on any documents necessary to perfect or continue the perfection of Collateral Agent’s security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligations) have been satisfied in full and Collateral Agent and the Lenders are under no further obligation to make Credit Extensions hereunder. Collateral Agent’s foregoing appointment as Borrower’s or any of its Subsidiaries’ attorney in fact, and all of Collateral Agent’s rights and powers, coupled with an interest, are irrevocable until all Obligations (other than inchoate indemnity obligations) have been fully repaid and performed and Collateral Agent’s and the Lenders’ obligation to provide Credit Extensions terminates.

Power of Attorney. Borrower hereby irrevocably appoints Collateral Agent Agent, for the benefit of the Lenders, as its lawful attorney-in-fact, exercisable upon the occurrence and during the continuance of an Event of Default, to: (a) endorse Borrower’s or any of its Subsidiaries’ name on any checks or other forms of payment or security; (b) sign Borrower’s or any of its Subsidiaries’ name on any invoice or xxxx of lading for any Account or drafts against Account Debtors; (c) settle and adjust disputes and claims about the Accounts directly with Account Debtors, for amounts and on terms Collateral Agent determines reasonable; (d) make, settle, and adjust all claims under Borrower’s insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of Collateral Agent or a third party as the Code or any applicable law permits. Borrower hereby appoints Collateral Agent as its lawful attorney-in-fact to sign Borrower’s or any of its Subsidiaries’ name on any documents necessary to perfect or continue the perfection of Collateral Agent’s security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligations) have been satisfied in full and Collateral Agent and the Lenders are under no further obligation to make Credit Extensions hereunder. Collateral Agent’s foregoing appointment as Borrower’s or any of its Subsidiaries’ attorney in fact, and all of Collateral Agent’s rights and powers, coupled with an interest, are irrevocable until all Obligations (other than inchoate indemnity obligations) have been fully repaid and performed and Collateral Agenteach Lender’s and the Lenders’ obligation to provide Credit Extensions terminates.

Power of Attorney. Borrower hereby irrevocably appoints Collateral Agent as its lawful attorney-in-attorney in fact, exercisable upon the occurrence and during the continuance of an Event of Default, to: (a) endorse Borrower’s or any of its Subsidiariesthe Guarantors’ name on any checks or other forms of payment or security; (b) sign Borrower’s or any of its Subsidiariesthe Guarantors’ name on any invoice or xxxx of lading for any Account or drafts against Account Debtors; (c) settle and adjust disputes and claims about the Accounts directly with Account Debtors, for amounts and on terms Collateral Agent determines reasonable; (d) make, settle, and adjust all claims under Borrower’s insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of Collateral Agent or a third party as the Code or any applicable law permits. Borrower hereby appoints Collateral Agent as its lawful attorney-in-attorney in fact to sign Borrower’s or any of its Subsidiariesthe Guarantors’ name on any documents necessary to perfect or continue the perfection of Collateral Agent’s security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligations) have been satisfied in full and Collateral Agent and the Lenders are under no further obligation to make Credit Extensions hereunder. Collateral Agent’s foregoing appointment as Borrower’s or any of its Subsidiariesthe Guarantors’ attorney in fact, and all of Collateral Agent’s rights and powers, coupled with an interest, are irrevocable until all Obligations (other than inchoate indemnity obligations) have been fully repaid and performed and Collateral Agent’s and the Lenders’ obligation to provide Credit Extensions terminates.

Power of Attorney. Borrower To the extent penmitled by law, t hereby irrevocably appoints Collateral Agent appoint lender as its lawful my attorney-in-fact. My grant of this power of attorney is coupled with an interest and is irrevocable until all obigations t !1Ne under th1s Note are paidin full. As my attomey-il-fact. lender can, exercisable upon the occurrence and during the continuance of an Event of Default, to: in my name or lender's name; (a) endorse Borrower’s sign on my behalf aU cettincates of ownership registration cards, financing stalemapplications, affidavits or any of its Subsidiaries’ name on any checks or other forms of payment or securitydowments required to registl!( and properly peuect Lender's security interest in the CoDateral; (b) sign Borrower’s or any transfer my entire interest 1n tlie Collateral as part of its Subsidiaries’ name a repossession and xxx{c) ad on any invoice or xxxx of lading for any Account my xxxxx in insurance 11)alti!(S xxxxxxxx.xx the Collateral, indudinghbut not limited lo, the power to endorse insurance proceeds checks or drafts against Account Debtors; (c) settle on my be alland cancel any credit life, credit disability, guaranteed automotive protection coverage, extended waiTanty or other optional insurance financed under this Note and adjust disputes and claims about the Accounts directly with Account Debtors, for amounts and on terms Collateral Agent determines reasonable; apply 1)1e refunded premium or cost to my outstanding balance if Iam in defauland (d) make, settle, and adjust all claims make daims does not re uire me to have credit life insurance. · THE INSURANCE REQUIRED UNDER THIS NOTE IS NOT P.UBUC LIABILITY INSUR NCE AND DOES NOT COVER LIABILITY FOR INJURY TO ANY PERSONS OR DAMAGTO on my behalf under Borrower’s insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or suchinsuranCe policies related to the Collateral. 15.Governing law:This Note shall be deemed received and accepted by lender in Fort PROPERTY. Wor1h, Texas on the xxxx of funding. Furthermore this Note shall be governed and co strued under the 1\'Y(S of the State of the Borrower's address at the time of execution of this Note, as indci ated on Page 1,iiTespective of the conftict{)flaws principles of that state. 7. Default and Acceleration: lender has the right at its sole option to insist on imm iate payment in lui of allndebtedness that Imay oweloLendl!( upon the occurrence of any ne or any judgment based thereon, or otherwise take any action to terminate or discharge more of the same; and folowing events,in eacll case lo the extent rm1Hed by aoolicable law: (f) transfer i Ifa 16.Mi.scellaneous: In this Not!l1 the words 'I','me' ,'my','We','us and'our' individuayl to make any payment under this Note when due; or {2) if I am 1n iletautt under any othl!( colectively and interchanReaOIY mean each person or entity signing this Note as a Boof1Ner,(;(Hiooower or Guarantor, their successors and asSigns,and alother persons that may be or become obligated under this Note. AI schedules executed in connection with this Note are part of this Note. This Note and any such·schedules constitute the entire Note between the parties. No modification or amendment of this Note shalbe effective unless in writing SJgned by ah parties. All provisions of this Note that are prohibned by applicable taw shalbe tneffective solely to the extent of such prohibition without invalidating the other provisions of this Note. Any waiver of Lender's nghts and remedies under this Note shalt be effective only if specifically agreed by lender 1n writing. To the extent permitted by law, I give lender permission to monitor and record any elephone conversation between lender and me,including my representatives,service providers and provision of lh1s Note;or (3) if Iam in default under any oilier loan, lease,extension of ere I, or obligation that Imay then owe to lender or any affiliate of lender othl!( than loans,I ses, extensions of credit or obligations seQJred by vehides or other goods which Irepresent the loan. lease or other credit or obfigation documents are used or to be used by me prim 1\1 for personal, famUy or household purposes; or (4) if Iam other than an individual and I. thout Lender's consent, (a)make a significant change in my managernenownership or con!Jol; r (b) merge,transfer, acquire or consolidate with any other entity; or (5gif Ishould become in vent. or tlie subject of a bankruptcy or other relief xxxx creditors; or 6) if any of the E uipm nt is seized un er process of taw; or 17) if any guaranty of my o ltgations under tliis N le is withdrawn or becomes unenforceable for any reason; or (8) iflender reasonably believ itself to be insewre in the repayment of this Note. After defautl and acceleration, Iagree to co tinue' to pay Lender interest on the then unpaid balance of my Indebtedness at the rate of eig teeri agents. 17. ACH Authorization:From time to time I may contact lender by telephone or otheiWise (18%Jpercentper annum,or such lesserrate as may be limited by law. • to Initiate single or reoccurring electronic debit entries to a specified bus1ness bank account 8. Default Remedies: Should I default der thts Noteih and Lendl!( elects to acce erate held allhe financial institution Idesignate through the Automated Clearing House (ACH) payment of my Indebtedness,lender may exercise all of e rights and remedies availa le to • nelworlt Ihereby authorize lender lo initiate an sucll debit entries in the amount of my secured credi!ots generally under the Uniform Commercial COde. Iagree to tum ov and monthly payment or payments under this Agreemenplus aU other amounts due at the deliver the Collateral into to Lender at my expense, at the name time and at the location lend may tine not exceeding $100.00 (or in such other amount as ISPecify from time to timeland demand of me. Altemativelv, to the extent permitted by applicable law,lender may entany agree to be boundby the rules and regulations of the Nationill Aulomated Clearing House !1femises or other place wflere the Cdlatl!(a) may be located, and take possessionthe ASsociation,as they may mange from time to time,appicable thereto. Collateral, and allother property then located on or in the Colateral provided that len is 18.Authorization to Sliare Information. lender may collect nDrl'pubtic information xxxx able to do so without breach of·the peace. To the extent permiHed by applicable law,L der Borrower and any Guarantor which may consist of tnformation on credit apprlcations or may then sejl the Collateral Agent without waiTanty at public or private sale, and apply th sale other forms. information regarding transactions with lender, affilates « others and proceeds to the satisfaction of my Indebtedness. Unless otherwise required by appllcabiEaw, information that lender receives from credit reporting agencies and other outside sources lender has no obligation to xxxx-xx.xxxxxx, or prepare the Collateralfor sale. Iherebyree during the time period that a third party as the Code line of credit is in effecf or that any applicable law permits. Borrower hereby appoints Collateral Agent as its lawful attorney-in-fact balance is due to sign Borrower’s Lender thatlendermayadvertiseandsellrepossessedCollall!(al· th ugh under any lease or loan agreement ('Information').Afl Borrowers and Guarantors agree www.usedlruckinvenlof)'.com or other internet websites through which equipment or olor that lender may disclose any of its Subsidiaries’ name on U1e Information to any documents necessary affiliate, assigns or agents of vehides similar to perfect the llateralis sold and that such sate shall be deemed a comme rally Lender: • TFFF2508 (Rev.06/01/;ot1) MULTI-STATE Page 2 o/2 - ·1 --. Xxxx: 11/21/2016 Quote No:.813461 TFFF2506 A Example Only Quote#·813461 ' 1 = · 3. Unpaid Baal nce of Sale Price Physic . . Daimler Truck FinancialPr (Note an '-I cing Worksheet Security Agreement) Date: 11/21/2016 A ' BORROWER: CO-BORROWER DEALER: U.S.XPRESS LEASING,INC. 000 Xxxxxxx Xx !chattanoogaTN 37421-11liamilton j Name Address city State Zip Code ATC CHATTANOOGA, LLC 000 XXXXXXX XX XXXXXXXXXX 00000-00 DESCRIPTION OF EQUIPMENT: I List P off to: New//Used Make Model 1 SenalNumber Body Type ModelYear Cash Sale Pnce ' Total: $2 440 512.06 TRADE·IN & DOWNPAYMENT: Make Model SerialNumber Body-Type ModelY· ear Allowance .. ; ' - I .' I J ***Pricing Worksheet -ifFF2524 (1 t /t3fl0t t) Payoff Amount $0.00 NetTrade-in Allowance $0.00 Cash Downpayment $0.00 Rebate $0.00 TOTAL DOWNPAYMENT $0.00 ITEMIZATION OF LOAN PROCEEDS: 1. TotalCash Sale Price $2 440 5 1 2.06 2. Less TotalDown Payment $0.00 2 $2,440,512.06 : A alDamage Insurance $0. 00 B. Credit Ufe/Disability Insurance $0. 00 C. NOO:Trucking Uability Insurance $0.00 D. Guaranteed Auto Protection Waiver $0.00 E. Guaranteed Auto Protection Insurance $0.00 F. Registration/UcenseiTiUe Fees $0.00 G. FederalExcise Tax $283 412.44 H. Debt Cancellation $0.00 I. Sales Tax $0.00 J. Documentary Fee $0.00 K. TiUe Service Fee L Other ( ) $0.00 M. Other() $0. 00 N. Other() $0.00 0. Warranty $248 630.00 4.Totalltemized Charges $532 042.44 5. Loan Amount (Add Nne 3 and ina 4) $2.,972 554.50 I . ' Only (Four or continue More Units) This Schedule. ust be aLched .to the·oriainal Contrac't and fo lfie CODV oflJie 'Cotttracl oeliVereCJ lo lfie cuslomer Borrower: Address: City: Chattanooga Contract Date: 11 /21/2016 LEASING,INC. County: Hamli ton Quote Id.: 813461 Zip: 3742.1-1174 Sate: FJ/GLDROHLHM7680 20.17 ' Borrower: By (signature): Title: U.S. XPRE§ LEASING. INC. TFFF2378 F&J Pro (RAA-1.1} DCS 2xx PSA (l ll l 4/20LO} EQUIPMENT; NIU Make Model Serial1 umber Body Type Year Cash Sale Price N FREIGHTLINER CASCADIA lF GLDROHLHM7677 TRACTOR 2017 $106,109.22 N FREIGHTLINER CASCADIA 1FL GLDR2HLHM7678 TRACTOR 2017 $106,109.22 N FREIGHTLINER CASCADIA 1FL GLDR4HLHM7679 TRACTOR 2017 $106,109.22 N FREIGHTLINER CASCADIA . 1 TRACTOR 2017 $106,109.22 N FREIGHTLINER CASCADIA 0XX XXXX0XXXX0000 TRACTOR 2017 $106,109.22 N FREIGHTLINER CASCADIA 1FJjGLDR4HLHM7682 TRACTOR 2017 $106.109.22 N FREIGHTUNER CASCADIA 0XX XXX XXXXX0000' TRACTOR 2017 $106.109.iz N FREIGHTLINER CASCADIA 0XX XXXX0XXXX0000 TRACTOR 2017 $106,109.22 N FREIGHTUNER CASCADIA 0XX XXXX0XXXX0000 TRACTOR 2017 $I06,109.2l N FREIGHTLINER CASCADIA 0XX XXXX0XXXX0000 ' TRACTOR 2017 $106,109.22 N FREIGHTLINER CASCADIA lFU GLDR8HLHM7703 XX.XXXXX 2017 $106,109.22 N FREIGHTLINER CASCADIA 1FU GLDR 1HLHM7705 TRACTOR 2017 $106,109.22 N FREIGHTLINER CASCADIA 1FU Glp 3HlHM7706. TRACTOR 2017 $106,109.22 N FREIGHTLINER CASCADIA 0XX XXXX0XXXX0000 ' TRACTOR 2017 $106,109.22 N FREIGHTLINER CASCADIA 0XX XXXXXXXXX0000 $106,109.22 TRACTOR N FREIGHTLINER CASCADIA 1FU GLOR1HLHM7719 TRACTOR 2017 $106,109.22 N FREJGHTUNER CASCADIA 0XX XXXXXXXXX0000 TRACTOR 2017 $106,109.22 N FREIGHTUNER CASCADIA 0XX XXXX0XXXX0000 TRACTOR 2017 $10p,109.22 N FREIGHTLINER CASCADIA 0XX XXXX0XXXX0000 TRACTOR . ?017 $106,109.22 N FREIGHTLINER CASCADIA 0XX XXXX0XXXX0000' TRACTOR 20l7 $106,109.22 N FREIGHTUNER CASCADIA 0XX XXXX0XxXX0000 TRACTOR 2017 $106,109.22 N FREIGHTLINER CASCADIA 0XX XXXX0XXXX0000 TRf'.CTOR 2017 $106,109.22 N • FREIGHTLINER CASCADIA 0XX XXXXXXXXX0000 TRACTOR 2017 $106,109.22 ' .. - ' U.S.XPRESS 4080 Xxxxxxx Xx-Daimler Truck Finandial Example Property Schedule Addendum Example Only o the perfection of Collateral Agent’s security interest in coov ot the Collateral regardless of whether c ontratt deltvered to the customer PRESS LEASING, INC. I $48 321.07 o4t3012o17 8.321.07 04t3ot2o18 o4t3ot2019 $48 321.o7 I $48 321.07 09/3012017 S48,321.07 09/30/2018 09/30/2019 $48 321.07 Payment 12130/2020 $1 Payment • The finalpayment is an Event of Default has occurred until all Obligations (other than inchoate indemnity obligations) have been satisfied in full and Collateral Agent and the Lenders are under no further obligation to make Credit Extensions hereunder. Collateral Agent’s foregoing appointment as Borrower’s estimated mounTl he amount or any of its Subsidiaries’ attorney in factmy final payment ay vary depending upon wh ri Creditor receives my periodicloan payments, and willinclude tile unpa principalbalance,interest and any othe amounts owed as of the finalpayment due xxxx.The amount of Finance Charges andlhJotalor PaymenlsJ Owed disclosedhefeinhave beet estimatedbased upon tile assumption that Creditor willreceive all xxxx xx d/-----, Si ture of Collateral Agent’s rights Xxxx'Ower..-TFFF1346(1 l //14/2010) Date Date I ,0'58,000.00 Date Payment Date 12/3012019 01/3012020 02129/2020 03/3012020 04/30/2020 05/30/2020 06/3012020 07/30/2020 08/30/2020 09130/2020 10/30/2020 11/3012020 Pa $ $ $ $ $ $ $ $ $ $ $ $ {JDent 8,321.07 8,321.07 8,321.07 8,321.07 8,321.07 8.321.07 8,321.07 8,321.07 8,321.07 8,321.07 8,321.07 8,321.07 rroent Date Pa · Date I Pa_yment ' . ' Daimler Truck Financial Payment Schedule Addendum TIJt Borrower I Buyer: U.S. Quote JD: 813461 Schedule must be attac ed to the onamal ( ontract and powers, coupled with an interest, are irrevocable until all Obligations (other than inchoate indemnity obligations) have been fully repaid and performed and Collateral Agent’s and Contract Date: 11/21/2016 Term: 49 Borrower promises to py Seller or its assignee the Lenders’ obligation to provide Credit Extensions terminates.T TAL OF PAYMENTS as described below: Date Pa f'JilentDate PaymentDate Payment 12/30/201648,321.0712/30/2017 $48 321.0712/30/2018$48 321.07 01/30/201748321.0701/30/2018$48321.0701/30/2019$48321.07 02/28/201748 321.07 02/28/2018$48 321.0702/28/2019$48 321.07 03/30/201748 321.0703/30/2018$48 321 0703/30/2019$48 321.07 05/30/201748 321.0705/30/2018$48 321.0705/30/2019$48 321.07 06/30/2017$8 321.0706/30/2018$48 321.0706/30/2019$48 321.07 07/30/2017148321.0707/30/2018$48321.0707/30/2019$48321:07 08/30/2017$8 321.0708/30/2018$48 321.0708/30/2019$48 321.07 10/30/2017$48 321.0710/30/2018 $48 321.0710/30/2019 $48 321.07 11/30/2017548,321.07 ....11/30/2018$48,321.0711/30/2019$48 321.07

Power of Attorney. Borrower hereby irrevocably appoints Collateral Agent as its lawful attorney-in-fact, exercisable upon the occurrence and during the continuance of an Event of Default, to: (a) endorse Borrower’s or any of its Subsidiaries’ name on any checks or other forms of payment or security; (b) sign Borrower’s or any of its Subsidiaries’ name on any invoice or xxxx bill of lading for any Account or drafts against Account Debtors; (c) settle and adjust disputes and claims about the Accounts directly with Account Debtors, for amounts and on terms Collateral Agent determines reasonable; (d) make, settle, and adjust all claims under Borrower’s insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of Collateral Agent or a third party as the Code or any applicable law permits. Borrower hereby appoints Collateral Agent as its lawful attorney-in-fact to sign Borrower’s or any of its Subsidiaries’ name on any documents necessary to perfect or continue the perfection of Collateral Agent’s security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligations) have been satisfied in full and Collateral Agent and the Lenders are under no further obligation to make Credit Extensions hereunder. Collateral Agent’s foregoing appointment as BorrowerXxxxxxxx’s or any of its Subsidiaries’ attorney in fact, and all of Collateral Agent’s rights and powers, coupled with an interest, are irrevocable until all Obligations (other than inchoate indemnity obligations) have been fully repaid and performed and Collateral Agent’s and the Lenders’ obligation to provide Credit Extensions terminates.

Power of Attorney. Borrower hereby irrevocably appoints Collateral Agent as its lawful attorney-in-fact, exercisable Effective only upon the occurrence and during the continuance of an Event of Default, Borrowers hereby irrevocably appoint Agent (and any of Agent’s designated officers or employees) (for the benefit of the Lenders) as each Borrower’s true and lawful attorney to: (a) send requests for verification of Accounts or notify account debtors of Agent’s security interest in the Accounts; (b) endorse each Borrower’s or any of its Subsidiaries’ name on any checks or other forms of payment or securitysecurity that may come into Agent’s possession; (bc) sign each Borrower’s or any of its Subsidiaries’ name on any invoice or xxxx of lading for relating to any Account or Account, drafts against Account Debtors; (c) settle account debtors, schedules and adjust disputes assignments of Accounts, verifications of Accounts, and claims about the Accounts directly with Account Debtors, for amounts and on terms Collateral Agent determines reasonablenotices to account debtors; (d) dispose of any Collateral; (e) make, settle, and adjust all claims under and decisions with respect to a Borrower’s insurance policiespolicies of insurance; (ef) paysettle and adjust disputes and claims respecting the accounts directly with account debtors, contest or settle any Lien, charge, encumbrance, security interest, for amounts and adverse claim in or upon terms which Agent determines to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the samebe reasonable; and (fg) transfer file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of the Collateral into Collateral; provided that Agent may exercise such power of attorney to sign the name of Collateral Agent or a third party as the Code or any applicable law permits. Borrower hereby appoints Collateral Agent as its lawful attorney-in-fact to sign Borrower’s or on any of its Subsidiaries’ name on any the documents necessary to perfect or continue the perfection of Collateral Agent’s security interest described in the Collateral clause (g) above, regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligations) have been satisfied in full and Collateral occurred. The appointment of Agent and the Lenders are under no further obligation to make Credit Extensions hereunder. Collateral Agent’s foregoing appointment as each Borrower’s or any of its Subsidiaries’ attorney in fact, and all each and every one of Collateral Agent’s rights and powers, being coupled with an interest, are is irrevocable until all of the Obligations (other than inchoate indemnity obligationsindemnification, reimbursement obligations or other similar obligations which, by their terms, survive termination of this Agreement) have been fully repaid and performed performed, and Collateral Agenteach Lender’s and the Lenders’ obligation to provide Credit Extensions terminatesadvances hereunder is terminated.

Power of Attorney. Borrower The Loan Parties hereby irrevocably appoints Collateral Agent as its lawful attorney-in-factattorney‑in‑fact, exercisable upon the occurrence and during the continuance of an Event of Default, to: (a) endorse Borrower’s the Loan Parties’ or any of its their Subsidiaries’ name on any checks or other forms of payment or security; (b) sign Borrower’s the Loan Parties’ or any of its their Subsidiaries’ name on any invoice or xxxx of lading for any Account or drafts against Account Debtors; (c) settle and adjust disputes and claims about the Accounts directly with Account Debtors, for amounts and on terms Collateral Agent determines reasonable; (d) make, settle, and adjust all claims under Borrower’s the Loan Parties’ insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of Collateral Agent or a third party as the Code or any applicable law permits. Borrower The Loan Parties hereby appoints Collateral Agent as its lawful attorney-in-fact attorney‑in‑fact to sign Borrower’s the Loan Parties’ or any of its their Subsidiaries’ name on any documents necessary to perfect or continue the perfection of Collateral Agent’s security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligations) have been satisfied in full and Collateral Agent and the Lenders are under no further obligation to make Credit Extensions hereunder. Collateral Agent’s foregoing appointment as Borrower’s the Loan Parties’ or any of its their Subsidiaries’ attorney in fact, and all of Collateral Agent’s rights and powers, coupled with an interest, are irrevocable until all Obligations (other than inchoate indemnity obligations) have been fully repaid and performed and Collateral Agent’s and the Lenders’ obligation to provide Credit Extensions terminates.

Power of Attorney. Borrower hereby irrevocably appoints Collateral Agent as its lawful attorney-in-attorney in fact, exercisable upon the occurrence and during the continuance of an Event of Default, to: (a) endorse Borrower’s or any of its Subsidiaries’ name on any checks or other forms of payment or security; (b) sign Borrower’s or any of its Subsidiaries’ name on any invoice or xxxx bill of lading for any Account or drafts against Account Debtors; (c) settle and adjust disputes and claims about the Accounts directly with Account Debtors, for amounts and on terms Collateral Agent determines reasonable; (d) make, settle, and adjust all claims under Borrower’s insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of Collateral Agent or a third party as the Code or any applicable law permits. Borrower hereby appoints Collateral Agent as its lawful attorney-in-attorney in fact to sign BorrowerBxxxxxxx’s or any of its Subsidiaries’ name on any documents necessary to perfect or continue the perfection of Collateral Agent’s security interest in in, and lien on, the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligations) have been satisfied in full and Collateral Agent and the Lenders are under no further obligation to make Credit Extensions extend the Term Loan hereunder. Collateral Agent’s foregoing appointment as BorrowerBxxxxxxx’s or any of its Subsidiaries’ attorney in fact, and all of Collateral Agent’s rights and powers, coupled with an interest, are irrevocable until all Obligations (other than inchoate indemnity obligations) have been fully repaid and performed and Collateral Agent’s and the Lenders’ obligation to provide Credit Extensions the Term Loan terminates.

Power of Attorney. Borrower Each Loan Party hereby irrevocably appoints Collateral Agent as its lawful attorney-in-fact, exercisable upon the occurrence and during the continuance of an Event of Default, to: (a) endorse Borrowerany Loan Party’s or any of its Subsidiaries’ name on any checks or other forms of payment or security; (b) sign Borrowerany Loan Party’s or any of its Subsidiaries’ name on any invoice or xxxx of lading for any Account or drafts against Account Debtors; (c) settle and adjust disputes and claims about the Accounts of any Loan Party directly with the applicable Account Debtors, for amounts and on terms Collateral Agent determines reasonable; (d) make, settle, and adjust all claims under Borrowerany Loan Party’s insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of Collateral Agent or a third party as the Code or any applicable law permits. Borrower Each Loan Party hereby appoints Collateral Agent as its lawful attorney-in-fact to sign Borrowerany Loan Party’s or any of its Subsidiaries’ name on any documents necessary to perfect or continue the perfection of Collateral Agent’s security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligations) have been satisfied in full and Collateral Agent and the Lenders are under no further obligation to make Credit Extensions extend Term Loans hereunder. Collateral Agent’s foregoing appointment as Borrowerany Loan Party’s or any of its Subsidiaries’ attorney in fact, and all of Collateral Agent’s rights and powers, coupled with an interest, are irrevocable until all Obligations (other than inchoate indemnity obligations) have been fully repaid and performed and Collateral Agent’s and the Lenders’ obligation to provide Credit Extensions Term Loans terminates.

Power of Attorney. Borrower hereby irrevocably appoints Collateral Agent as its lawful attorney-in-fact, exercisable upon the occurrence and during the continuance of an Event of Default, to: (a) endorse Borrower’s or any of its Subsidiaries’ name on any checks or other forms of payment or security; (b) sign Borrower’s or any of its Subsidiaries’ name on any invoice or xxxx bxxx of lading for any Account or drafts against Account Debtors; (c) settle and adjust disputes and claims about the Accounts directly with Account Debtors, for amounts and on terms Collateral Agent determines reasonable; (d) make, settle, and adjust all claims under Borrower’s insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of Collateral Agent or a third party as the Code or any applicable law permits. Borrower hereby appoints Collateral Agent as its lawful attorney-in-fact to sign Borrower’s or any of its Subsidiaries’ name on any documents necessary to perfect or continue the perfection of Collateral Agent’s security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligations) have been satisfied in full and Collateral Agent and the Lenders are under no further obligation to make Credit Extensions extend Term Loans hereunder. Collateral Agent’s foregoing appointment as Borrower’s or any of its Subsidiaries’ attorney in fact, and all of Collateral Agent’s rights and powers, coupled with an interest, are irrevocable until all Obligations (other than inchoate indemnity obligations) have been fully repaid and performed and Collateral Agent’s and the Lenders’ obligation to provide Credit Extensions Term Loans terminates.

Power of Attorney. Borrower hereby irrevocably appoints Collateral Agent as its lawful attorney-in-fact, exercisable upon the occurrence and during the continuance of an Event of Default, to: (a) endorse Borrower’s or any of its Subsidiaries’ name on any checks or other forms of payment or security; (b) sign Borrower’s or any of its Subsidiaries’ name on any invoice or xxxx of lading for any Account or drafts against Account Debtors; (c) settle and adjust disputes and claims about the Accounts directly with Account Debtors, for amounts and on terms Collateral Agent determines reasonable; (d) make, settle, and adjust all claims under Borrower’s insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of Collateral Agent or a third party as the Code or any applicable law permits. Borrower hereby appoints Collateral Agent as its lawful attorney-in-fact to sign Borrower’s or any of its Subsidiaries’ name on any documents necessary to perfect or continue the perfection of Collateral Agent’s security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligationsobligations and Obligations for Bank Services secured by cash collateral in accordance with the terms of Section 4.1 of this Agreement) have been satisfied in full and Collateral Agent and the Lenders are under no further obligation to make Credit Extensions hereunder. Collateral Agent’s foregoing appointment as Borrower’s or any of its Subsidiaries’ attorney in fact, and all of Collateral Agent’s rights and powers, coupled with an interest, are irrevocable until all Obligations (other than inchoate indemnity obligationsobligations and Obligations for Bank Services secured by cash collateral in accordance with the terms of Section 4.1 of this Agreement) have been fully repaid and performed and Collateral Agent’s and the Lenders’ obligation to provide Credit Extensions terminates.

Power of Attorney. Borrower hereby irrevocably appoints Collateral Agent Lender as its lawful attorney-in-fact, exercisable upon the occurrence and during the continuance of an Event of Default, to: (a) endorse Borrower’s or any of its Subsidiaries’ name on any checks or other forms of payment or security; (b) sign Borrower’s or any of its Subsidiaries’ name on any invoice or xxxx of lading for any Account or drafts against Account Debtors; (c) settle and adjust disputes and claims about the Accounts directly with Account Debtors, for amounts and on terms Collateral Agent Lender determines reasonable; (d) make, settle, and adjust all claims under Borrower’s insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of Collateral Agent Lender or a third party Person as the Code or any applicable law permits. Borrower hereby appoints Collateral Agent Lender as its lawful attorney-in-fact to sign Borrower’s file or any of its Subsidiaries’ name on record any documents necessary to perfect or continue the perfection of Collateral AgentLender’s security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligations) have been satisfied in full and Collateral Agent and the Lenders are Lender is not under no any further obligation to make Credit Extensions hereunder. Collateral AgentLender’s foregoing appointment as Borrower’s or any of its Subsidiaries’ attorney in fact, and all of Collateral AgentLender’s rights and powers, coupled with an interest, are irrevocable until all Obligations (other than inchoate indemnity obligations) have been fully repaid and performed and Collateral AgentLender’s and the Lenders’ obligation to provide Credit Extensions terminates.

Power of Attorney. Borrower hereby irrevocably appoints the Collateral Agent and any Related Party thereof as its lawful attorney-in-fact, exercisable upon the occurrence and during the continuance of an Event of Default, to: (a) endorse Borrower’s or any of its Subsidiaries’ name on any checks or other forms of payment or security; (b) sign Borrower’s or any of its Subsidiaries’ name on any invoice or xxxx bill of lading for any Account or drafts against Account Debtors; (c) settle and adjust disputes and claims about the Collateral Accounts directly with Account Debtorsdepository banks where the Collateral Accounts are maintained, for amounts and on terms the Collateral Agent determines reasonable; (d) make, settle, and adjust all claims under Borrower’s products liability or general liability insurance policiespolicies maintained in any jurisdiction regarding Collateral; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of the Collateral Agent or a third party as the Code or any applicable law permits. Borrower hereby appoints the Collateral Agent and any Related Party thereof as its lawful attorney-in-fact to sign Borrower’s file or any of its Subsidiaries’ name on record any documents necessary to perfect or continue the perfection of the Collateral Agent’s security interest interest, for the benefit of Lenders and the other Secured Parties, in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligations) have been satisfied in full and Collateral Agent and the Lenders are no Lender is under no any further obligation to make Credit Extensions Term Loans hereunder. Collateral Agent’s The foregoing appointment of the Collateral Agent and any Related Party thereof as BorrowerXxxxxxxx’s or any of its Subsidiaries’ attorney in fact, and all of the Collateral Agent’s (or such Related Party’s) rights and powers, coupled with an interest, are irrevocable until all Obligations (other than inchoate indemnity obligations) have been fully repaid and performed and Collateral Agenteach Lender’s and the Lenders’ obligation to provide Credit Extensions Term Loans terminates.

Power of Attorney. Borrower hereby irrevocably appoints Collateral Agent as its lawful attorney-in-factattorney‑in‑fact, exercisable upon the occurrence and during the continuance of an Event of Default, to: (a) endorse Borrower’s or any of its Subsidiaries’ name on any checks or other forms of payment or security; (b) sign Borrower’s or any of its Subsidiaries’ name on any invoice or xxxx of lading for any Account or drafts against Account Debtors; (c) settle and adjust disputes and claims about the Accounts directly with Account Debtors, for amounts and on terms Collateral Agent determines reasonable; (d) make, settle, and adjust all claims under Borrower’s insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of Collateral Agent or a third party as the Code or any applicable law permits. Borrower hereby appoints Collateral Agent as its lawful attorney-in-fact attorney‑in‑fact to sign Borrower’s or any of its Subsidiaries’ name on any documents necessary to perfect or continue the perfection of Collateral Agent’s security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligations) have been satisfied in full and Collateral Agent and the Lenders are under no further obligation to make Credit Extensions hereunder. Collateral Agent’s foregoing appointment as Borrower’s or any of its Subsidiaries’ attorney in fact, and all of Collateral Agent’s rights and powers, coupled with an interest, are irrevocable until all Obligations (other than inchoate indemnity obligations) have been fully repaid and performed and Administrative Agent’s, Collateral Agent’s and the Lenders’ obligation to provide Credit Extensions terminates.

Power of Attorney. Borrower hereby irrevocably appoints Collateral Agent as its lawful attorney-in-fact, exercisable upon the occurrence and during the continuance of an Event of Default, to: (a) endorse Borrower’s or any of its Subsidiaries’ name on any checks or other forms of payment or security; (b) sign Borrower’s or any of its Subsidiaries’ name on any invoice or xxxx of lading for any Account or drafts against Account Debtors; (c) settle and adjust disputes and claims about the Accounts directly with Account Debtors, for amounts and on terms Collateral Agent determines reasonable; (d) make, settle, and adjust all claims under Borrower’s insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of Collateral Agent or a third party as the Code or PPSA or any applicable law permits. Borrower hereby appoints Collateral Agent as its lawful attorney-in-fact to sign Borrower’s or any of its Subsidiaries’ name on any documents necessary to perfect or continue the perfection of Collateral Agent’s security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligations) have been satisfied in full and Collateral Agent and the Lenders are under no further obligation to make Credit Extensions hereunder. Collateral Agent’s foregoing appointment as Borrower’s or any of its Subsidiaries’ attorney in fact, and all of Collateral Agent’s rights and powers, coupled with an interest, are irrevocable until all Obligations (other than inchoate indemnity obligations) have been fully repaid and performed and Collateral Agent’s and the Lenders’ obligation to provide Credit Extensions terminates.

Power of Attorney. Borrower Issuer hereby irrevocably appoints Collateral Agent as its lawful attorney-in-fact, exercisable upon the occurrence and during the continuance of an Event of Default, to: (a) endorse BorrowerIssuer’s or any of its Subsidiaries’ name on any checks or other forms of payment or security; (b) sign BorrowerIssuer’s or any of its Subsidiaries’ name on any invoice or xxxx of lading for any Account or drafts against Account Debtors; (c) settle and adjust disputes and claims about the Accounts of Issuer directly with the applicable Account Debtors, for amounts and on terms Collateral Agent determines reasonable; (d) make, settle, and adjust all claims under BorrowerIssuer’s insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of Collateral Agent or a third party as the Code or any applicable law permitspermits (including by filing assignment agreements with the United States Patent and Trademark Office, United States Copyright Office or equivalent in any jurisdiction outside of the United States); and (g) in the case of any Intellectual Property, execute, deliver and have recorded any document that the Collateral Agent may request to evidence, effect, publicize or record the Collateral Agent’s security interest in such Intellectual Property and the goodwill and General Intangibles of Issuer relating thereto or represented thereby. Borrower Issuer hereby appoints Collateral Agent as its lawful attorney-in-fact to sign BorrowerIssuer’s or any of its Subsidiaries’ name on any documents necessary to perfect or continue the perfection of Collateral Agent’s security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligations) have been satisfied in full and Collateral Agent and the Lenders Purchasers are under no further obligation to make Credit Extensions purchase Notes hereunder. Collateral Agent’s foregoing appointment as BorrowerIssuer’s or any of its Subsidiaries’ attorney in fact, and all of Collateral Agent’s rights and powers, coupled with an interest, are irrevocable until all Obligations (other than inchoate indemnity obligations) have been fully repaid and performed and Collateral Agent’s and the LendersPurchasers’ obligation to provide Credit Extensions purchase the Notes terminates.

Power of Attorney. Borrower hereby irrevocably appoints Collateral Agent as its lawful attorney-in-attorney in fact, exercisable upon the occurrence and during the continuance of an Event of Default, to: (a) endorse Borrower’s or any of its Subsidiaries’ name on any checks or other forms of payment or security; (b) sign Borrower’s or any of its Subsidiaries’ name on any invoice or xxxx bill of lading for any Account or drafts against Account Debtors; (c) settle and adjust disputes and claims about the Accounts directly with Account Debtors, for amounts and on terms Collateral Agent determines reasonable; (d) make, settle, and adjust all claims under Borrower’s insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of Collateral Agent or a third party as the Code or any applicable law permits. Borrower hereby appoints Collateral Agent as its lawful attorney-in-fact attorney in Fact to sign BorrowerBxxxxxxx’s or any of its Subsidiaries’ name on any documents necessary to perfect or continue the perfection of Collateral Agent’s security interest in in, and lien on, the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligations) have been satisfied in full and Collateral Agent and the Lenders are under no further obligation to make Credit Extensions extend the Term Loan hereunder. Collateral Agent’s foregoing appointment as BorrowerBxxxxxxx’s or any of its Subsidiaries’ attorney in fact, and all of Collateral Agent’s rights and powers, coupled with an interest, are irrevocable until all Obligations (other than inchoate indemnity obligations) have been fully repaid and performed and Collateral Agent’s and the Lenders’ obligation to provide Credit Extensions the Term Loan terminates.

Power of Attorney. Borrower hereby irrevocably appoints Collateral Agent appoints, and shall cause each Guarantor to appoint, Bank as its lawful attorney-in-fact, exercisable upon the occurrence and during the continuance of an Event of Default, to: (a) endorse Borrower’s 's or any of its Subsidiaries’ such Guarantor's name on any checks or other forms of payment or security; (b) sign Borrower’s 's or any of its Subsidiaries’ such Guarantor's name on any invoice or xxxx of lading for any Account or drafts against Account Debtors; (c) settle and adjust disputes and claims about the Accounts directly with Account Debtors, for amounts and on terms Collateral Agent Bank determines reasonable; (d) make, settle, and adjust all claims under Borrower’s 's or such Guarantor's insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of Collateral Agent Bank or a third party as the Code or any applicable law permits. Borrower hereby appoints Collateral Agent appoints, and shall cause each Guarantor to appoint, Bank as its lawful attorney-in-fact to sign Borrower’s 's or any of its Subsidiaries’ such Guarantor's name on any documents necessary to perfect or continue the perfection of Collateral Agent’s any security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligations) have been satisfied in full and Collateral Agent and the Lenders are Bank is under no further obligation to make Credit Extensions hereunder. Collateral Agent’s Bank's foregoing appointment as Borrower’s 's or any of its Subsidiaries’ such Guarantor's attorney in fact, and all of Collateral Agent’s Bank's rights and powers, coupled with an interest, are irrevocable until all Obligations (other than inchoate indemnity obligations) have been fully repaid and performed and Collateral Agent’s and the Lenders’ Bank's obligation to provide Credit Extensions terminates.

Power of Attorney. Borrower hereby irrevocably appoints Collateral Agent HSBC as its lawful attorney-in-fact, exercisable upon the occurrence and during the continuance of an Event of Defaulta Springing Lien Event, to: (a) endorse Borrower’s or any of its Subsidiaries’ name on any checks or other forms of payment or security; (b) sign Borrower’s or any of its Subsidiaries’ name on any invoice or xxxx of lading for any Account or drafts against Account Debtors; (c) settle and adjust disputes and claims about the Accounts directly with Account Debtors, for amounts and on terms Collateral Agent HSBC determines reasonable; (d) make, settle, and adjust all claims under Borrower’s insurance policies; (e) on or after the Grant Effective Date, pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) on or after the Grant Effective Date, transfer the Collateral into the name of Collateral Agent HSBC or a third party as the Code or any applicable law permits. On or after the Grant Effective Date, Borrower hereby appoints Collateral Agent HSBC as its lawful attorney-in-fact to sign Borrower’s or any of its Subsidiaries’ name on any documents necessary to perfect or continue the perfection of Collateral AgentHSBC’s security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations have been satisfied in full (other than inchoate indemnity obligations) have been satisfied in full and Collateral Agent and the Lenders are HSBC is under no further obligation to make Credit Extensions hereunder. Collateral AgentHSBC’s foregoing appointment as Borrower’s or any of its Subsidiaries’ attorney in fact, and all of Collateral AgentHSBC’s rights and powers, coupled with an interest, are irrevocable until all Obligations have been fully repaid and performed (other than inchoate indemnity obligations) have been fully repaid and performed and Collateral AgentHSBC’s and the Lenders’ obligation to provide Credit Extensions terminates.

Power of Attorney. Borrower hereby irrevocably appoints Collateral Agent Bank as its lawful attorney-in-fact, exercisable upon the occurrence and during the continuance of an Event of Default, to: (a) endorse Borrower’s or any of its Subsidiaries’ name on any checks or other forms of payment or security; (b) sign Borrower’s or any of its Subsidiaries’ name on any invoice or xxxx bxxx of lading for any Account or drafts against Account Debtors; (c) settle and adjust disputes and claims about the Accounts directly with Account Debtors, for amounts and on terms Collateral Agent Bank determines reasonable; (d) make, settle, and adjust all claims under Borrower’s insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of Collateral Agent Bank or a third party as the Code permits. For purposes of clarification, Bank’s foregoing appointment shall be immediately revoked and of no force or any applicable law permitseffect at such time as such Event of Default ceases to continue. Borrower hereby appoints Collateral Agent Bank as its lawful attorney-in-fact to sign Borrower’s or any of its Subsidiaries’ name on any documents necessary to perfect or continue the perfection of Collateral AgentBank’s security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligations) have been satisfied in full and Collateral Agent and the Lenders are Bank is under no further obligation to make Credit Extensions hereunder. Collateral AgentBank’s foregoing appointment as Borrower’s or any of its Subsidiaries’ attorney in fact, and all of Collateral AgentBank’s rights and powers, coupled with an interest, are irrevocable until all Obligations (other than inchoate indemnity obligations) have been fully repaid and performed and Collateral AgentBank’s and the Lenders’ obligation to provide Credit Extensions terminates.

Power of Attorney. Borrower hereby irrevocably appoints Collateral Agent as its lawful attorney-in-attorney in fact, exercisable upon the occurrence and during the continuance of an Event of Default, to: (a) endorse Borrower’s or any of its Subsidiaries’ name on any checks or other forms of payment or security; (b) sign Borrower’s or any of its Subsidiaries’ name on any invoice or xxxx bill of lading for any Account or drafts against Account Debtors; (c) settle and adjust disputes and claims about the Accounts directly with Account Debtors, for amounts and on terms Collateral Agent determines reasonable; (d) make, settle, and adjust all claims under Borrower’s insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of Collateral Agent or a third party as the Code or any applicable law permits. Borrower hereby appoints Collateral Agent as its lawful attorney-in-attorney in fact to sign BorrowerXxxxxxxx’s or any of its Subsidiaries’ name on any documents necessary to perfect or continue the perfection of Collateral Agent’s security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligations) have been satisfied in full and Collateral Agent and the Lenders are under no further obligation to make Credit Extensions extend the Term Loan hereunder. Collateral Agent’s foregoing appointment as BorrowerXxxxxxxx’s or any of its Subsidiaries’ attorney in fact, and all of Collateral Agent’s rights and powers, coupled with an interest, are irrevocable until all Obligations (other than inchoate indemnity obligations) have been fully repaid and performed and Collateral Agent’s and the Lenders’ obligation to provide Credit Extensions the Term Loan terminates.

Power of Attorney. Borrower Each Credit Party hereby irrevocably appoints the Collateral Agent as its lawful attorney-in-fact, exercisable upon the occurrence and during the continuance of an Event of Default, to: (a) endorse Borrowereach Credit Party’s or any of its Subsidiaries’ name on any checks or other forms of payment or security; (b) sign Borrowereach Credit Party’s or any of its Subsidiaries’ name on any invoice or xxxx of lading for any Account or drafts against Account Debtors; (c) settle and adjust disputes and claims about the Accounts directly with Account Debtors, for amounts and on terms Collateral Agent Lender determines reasonable; (d) make, settle, and adjust all claims under Borrowereach Credit Party’s insurance policies; (e) pay, contest Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of the Collateral Agent Agent, any Lender or a third party as the Code or any applicable law permits. Borrower Each Credit Party hereby appoints the Collateral Agent as its lawful attorney-in-fact to sign Borrower’s file or any of its Subsidiaries’ name on record any documents necessary to perfect or continue the perfection of the Collateral Agent’s security interest in favor and for the benefit of Lenders and the other Secured Parties in the Collateral (including any financing statements and amendments, continuations or terminations thereof) regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligations) have been satisfied in full and Collateral Agent and the Lenders are no Lender is under no any further obligation to make Credit Extensions hereunder. Collateral Agent’s The foregoing appointment of the Collateral Agent as Borrower’s or any of its Subsidiaries’ attorney in fact, and all of the Collateral Agent’s rights and powers, coupled with an interest, are irrevocable until all Obligations (other than inchoate indemnity obligations) have been fully repaid and performed and Collateral Agent’s the obligation of any and the Lenders’ obligation all Lenders to provide Credit Extensions terminates.

Power of Attorney. Borrower hereby irrevocably appoints Collateral Agent Agent, for the benefit of the Lenders, as its lawful attorney-in-fact, exercisable upon the occurrence and during the continuance of an Event of Default, to: (a) endorse Borrower’s or any of its Subsidiaries’ name on any checks or other forms of payment or security; (b) sign Borrower’s or any of its Subsidiaries’ name on any invoice or xxxx of lading for any Account or drafts against Account Debtors; (c) settle and adjust disputes and claims about the Accounts directly with Account Debtors, for amounts and on terms Collateral Agent determines reasonable; (d) make, settle, and adjust all claims under Borrower’s insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of Collateral Agent or a third party as the Code or any applicable law permits. Borrower hereby appoints Collateral Agent as its lawful attorney-in-fact to sign Borrower’s or any of its Subsidiaries’ name on any documents necessary to perfect or continue the perfection of Collateral Agent’s security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligationsobligations and any other obligations which, by their terms, are to survive the termination of this Agreement) have been satisfied in full and Collateral Agent and the Lenders are under no further obligation to make Credit Extensions hereunder. Collateral Agent’s foregoing appointment as Borrower’s or any of its Subsidiaries’ attorney in fact, and all of Collateral Agent’s rights and powers, coupled with an interest, are irrevocable until all Obligations (other than inchoate indemnity obligationsobligations and any other obligations which, by their terms, are to survive the termination of this Agreement) have been fully repaid and performed and Collateral Agenteach Lender’s and the Lenders’ obligation to provide Credit Extensions terminates.

Power of Attorney. Borrower hereby irrevocably appoints Collateral Agent Bank as its lawful attorney-in-fact, exercisable upon the occurrence and during the continuance of an Event of Default, to: (a) endorse Borrower’s or any of its Subsidiaries’ name on any checks or other forms of payment or security; (b) sign Borrower’s or any of its Subsidiaries’ name on any invoice or xxxx bill of lading lxxxxg for any Account or drafts against Account Debtors; (c) settle and adjust disputes and claims about the Accounts directly with Account Debtors, for amounts and on terms Collateral Agent Bank determines reasonable; (d) make, settle, and adjust all claims under any of Borrower’s insurance policiespolicies that relate to any of the Collateral; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of Collateral Agent Bank or a third party as the Code or any applicable law permits. Borrower hereby appoints Collateral Agent Bank as its lawful attorney-in-fact to sign Borrower’s or any of its Subsidiaries’ name on any documents necessary to perfect or continue the perfection of Collateral AgentBank’s security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligations) have been satisfied in full and Collateral Agent and the Lenders are Bank is under no further obligation to make Credit Extensions hereunder. Collateral AgentBank’s foregoing appointment as Borrower’s or any of its Subsidiaries’ attorney in fact, and all of Collateral AgentBank’s rights and powers, coupled with an interest, are irrevocable until all Obligations (other than inchoate indemnity obligations) have been fully repaid and performed and Collateral AgentBank’s and the Lenders’ obligation to provide Credit Extensions terminates.

Power of Attorney. Borrower hereby irrevocably appoints Collateral Agent Bank as its lawful attorney-in-fact, exercisable upon the occurrence and during the continuance of an Event of Default, to: (a) endorse Borrower’s or any of its Subsidiaries’ name on any checks or other forms of payment or security; (b) sign Borrower’s or any of its Subsidiaries’ name on any invoice or xxxx of lading for any Account or drafts against Account Debtors; (c) settle and adjust disputes and claims about the Accounts directly with Account Debtors, for amounts and on terms Collateral Agent Bank determines reasonable; (d) make, settle, and adjust all claims under any of Borrower’s insurance policiespolicies that relate to any of the Collateral; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of Collateral Agent Bank or a third party as the Code or any applicable law permits. Borrower hereby appoints Collateral Agent Bank as its lawful attorney-in-fact to sign Borrower’s or any of its Subsidiaries’ name on any documents necessary to perfect or continue the perfection of Collateral AgentBank’s security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligations) have been satisfied in full and Collateral Agent and the Lenders are Bank is under no further obligation to make Credit Extensions hereunder. Collateral AgentBank’s foregoing appointment as Borrower’s or any of its Subsidiaries’ attorney in fact, and all of Collateral AgentBank’s rights and powers, coupled with an interest, are irrevocable until all Obligations (other than inchoate indemnity obligations) have been fully repaid and performed and Collateral AgentBank’s and the Lenders’ obligation to provide Credit Extensions terminates.

Power of Attorney. Borrower hereby irrevocably appoints Collateral Agent as its lawful attorney-in-factattorney‑in‑fact, exercisable upon the occurrence and during the continuance of an Event of Default, to: (a) endorse Borrower’s or any of its Subsidiaries’ name on any checks or other forms of payment or security; (b) sign Borrower’s or any of its Subsidiaries’ name on any invoice or xxxx of lading for any Account or drafts against Account Debtors; (c) settle and adjust disputes and claims about the Accounts directly with Account Debtors, for amounts and on terms Collateral Agent determines reasonable; (d) make, settle, and adjust all claims under Borrower’s insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of Collateral Agent or a third party as the Code or any applicable law permits. Borrower hereby appoints Collateral Agent as its lawful attorney-in-fact attorney‑in‑fact to sign Borrower’s or any of its Subsidiaries’ name on any documents necessary to perfect or continue the perfection of Collateral Agent’s security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligations) have been satisfied in full and Collateral Agent and the Lenders are under no further obligation to make Credit Extensions hereunder. Collateral Agent’s foregoing appointment as Borrower’s or any of its Subsidiaries’ attorney in fact, and all of Collateral Agent’s rights and powers, coupled with an interest, are irrevocable until all Obligations (other than inchoate indemnity obligationsobligations and any other obligations which, by their terms, are to survive the termination of this Agreement) have been fully repaid and performed and Collateral Agent’s and the Lenders’ obligation to provide Credit Extensions terminates.

Power of Attorney. Borrower hereby irrevocably appoints Collateral Agent as its lawful attorney-in-factattorney‑in‑fact, exercisable upon the occurrence and during the continuance of an Event of Default, to: (a) endorse Borrower’s or any of its Subsidiaries’ name on any checks or other forms of payment or security; (b) sign Borrower’s or any of its Subsidiaries’ name on any invoice or xxxx of lading for any Account or drafts against Account Debtors; (c) settle and adjust disputes and claims about the Accounts directly with Account Debtors, for amounts and on terms Collateral Agent determines reasonable; (d) make, settle, and adjust all claims under Borrower’s insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of Collateral Agent or a third party as the Code or any applicable law permits. Borrower hereby appoints Collateral Agent as its lawful attorney-in-fact attorney‑in‑fact to sign Borrower’s or any of its Subsidiaries’ name on any documents necessary to perfect or continue the perfection of Collateral Agent’s security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligationsobligations and Obligations for Bank Services secured by cash collateral in accordance with the terms of Section 4.1 of this Agreement) have been satisfied in full and Collateral Agent and the Lenders are under no further obligation to make Credit Extensions hereunder. Collateral Agent’s foregoing appointment as Borrower’s or any of its Subsidiaries’ attorney in fact, and all of Collateral Agent’s rights and powers, coupled with an interest, are irrevocable until all Obligations (other than inchoate indemnity obligationsobligations and Obligations for Bank Services secured by cash collateral in accordance with the terms of Section 4.1 of this Agreement) have been fully repaid and performed and Collateral Agent’s and the Lenders’ obligation to provide Credit Extensions terminates.

Power of Attorney. Borrower hereby irrevocably appoints (without obligation) each of Administrative Agent and Collateral Agent as its lawful attorney-in-fact, exercisable upon the occurrence and during the continuance of an Event of Default, to: (a) endorse Borrower’s Holdings’ or any of its Subsidiaries’ name on any checks or other forms of payment or security; (b) sign Borrower’s Holdings’ or any of its Subsidiaries’ name on any invoice or xxxx bill of lading for any Account or drafts against Account Debtors; (c) settle and adjust disputes and claims about the Accounts of Borrower directly with the applicable Account Debtors, for amounts and on terms Collateral Agent determines the Required Lenders determine reasonable; (d) make, settle, and adjust all claims under BorrowerXxxxxxxx’s insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of Collateral Agent or a third party as the Code or any applicable law permitspermits (including by filing assignment agreements with the United States Patent and Trademark Office, United States Copyright Office and/or Israeli Patent Office or equivalent in any jurisdiction outside of the United States); and (g) in the case of any Intellectual Property, execute, deliver and have recorded any document that the Required Lenders may request to evidence, effect, publicize or record the Collateral Agent’s security interest in such Intellectual Property and the goodwill and General Intangibles of Borrower relating thereto or represented thereby. Borrower hereby appoints (without obligation) each of Administrative Agent and Collateral Agent as its lawful attorney-in-fact to sign Borrower’s Holdings’ or any of its Subsidiaries’ name on any documents necessary to perfect or continue the perfection of Collateral Agent’s security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligations) have been satisfied in full and Collateral Agent and the Lenders are under no further obligation to make Credit Extensions Term Loans hereunder. Administrative Agent’s and Collateral Agent’s foregoing appointment appointments as Borrower’s Holdings’ or any of its Subsidiaries’ attorney in fact, and all of Administrative Agent’s and Collateral Agent’s rights and powers, coupled with an interest, are irrevocable until all Obligations (other than inchoate indemnity obligations) have been fully repaid and performed and Collateral Agent’s and the Lenders’ obligation to provide Credit Extensions Term Loans terminates. The powers conferred on each of the Administrative Agent and Collateral Agent under the powers of attorney hereunder are solely to protect Secured Parties’ interests in the Collateral and shall not impose any duty upon Administrative Agent or Collateral Agent to exercise any such powers.

Power of Attorney. Effective upon the occurrence of an Event of ----------------- Default, Borrower hereby irrevocably appoints Collateral Agent as its lawful attorney-in-fact, exercisable with full power of substitution, for and on behalf and in the name of Borrower, to (i) indorse and deliver to any Person any check, instrument or other paper coming into Agent's or any Mortgage Note or Mortgage-Backed Security included in the Collateral or in respect of any other collateral for the Obligations including any Take-Out Commitment; (ii) prepare, complete, execute, deliver and record any assignment to Agent or to any other Person of any Mortgage relating to any Mortgage Note included in the Collateral; (iii) indorse and deliver any Mortgage Note or Mortgage-Backed Security included in the Collateral and do every other thing necessary or desirable to effect transfer of all or any part of the Collateral to Agent or to any other Person; (iv) take all necessary and appropriate action with respect to all Obligations and the items of Collateral to be delivered to Agent or held by Borrower in trust for Agent and Lenders including, without limitation, instruct any title company or closing agent to deliver any Mortgage Note or Mortgage Document held by it directly to Agent or its agent; (v) commence, prosecute, settle, discontinue, defend, or otherwise dispose of any claim relating to any Take-Out Commitment or any other part of the Collateral; and (vi) sign Borrower's name wherever appropriate to effect the performance of this agreement. This section shall be liberally, not restrictively, construed so as to give the greatest latitude to Agent's power, as Borrower's attorney-in-fact, to collect, sell, and deliver any of the Collateral and all other documents relating thereto. The powers and authorities herein conferred on Agent may be exercised by Agent through any Person who, at the time of the execution of a particular instrument, is an authorized officer of Agent. The power of attorney conferred by this SECTION 3.3 shall become effective upon the occurrence occurrence, and remain effective during the continuance continuance, of an Event of Default, to: (a) endorse Borrower’s or any of its Subsidiaries’ name on any checks or other forms of payment or security; (b) sign Borrower’s or any of its Subsidiaries’ name on any invoice or xxxx of lading Default and is granted for any Account or drafts against Account Debtors; (c) settle a valuable consideration and adjust disputes is coupled with an interest and claims about irrevocable so long as the Accounts directly with Account Debtors, for amounts and on terms Collateral Agent determines reasonable; (d) make, settle, and adjust all claims under Borrower’s insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the CollateralObligations, or any judgment based thereonpart thereof, shall remain unpaid or any Commitment is outstanding. All Persons dealing with Agent, any officer thereof, or otherwise take any action to terminate or discharge substitute attorney, acting pursuant hereto shall be fully protected in treating the same; powers and (f) transfer the Collateral into the name of Collateral Agent or a third party authorities conferred by this SECTION 3.3 as the Code or any applicable law permits. Borrower hereby appoints Collateral Agent as its lawful attorney-in-fact to sign Borrower’s or any of its Subsidiaries’ name on any documents necessary to perfect or continue the perfection of Collateral Agent’s security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligations) have been satisfied existing and continuing in full force and Collateral effect until advised by Agent and that the Lenders are under no further obligation to make Credit Extensions hereunder. Collateral Agent’s foregoing appointment as Borrower’s or any of its Subsidiaries’ attorney in fact, and all of Collateral Agent’s rights and powers, coupled with an interest, are irrevocable until all Obligations (other than inchoate indemnity obligations) have been fully repaid and performed finally paid and Collateral Agent’s satisfied and the Lenders’ obligation to provide Credit Extensions terminatesCommitments have terminated.

Power of Attorney. Borrower hereby irrevocably appoints Collateral Agent as its lawful attorney-in-fact, exercisable only upon the occurrence and during the continuance of an Event of Default, to: (a) endorse Borrower’s or any of its Subsidiaries’ name on any checks or other forms of payment or security; (b) sign Borrower’s or any of its Subsidiaries’ name on any invoice or xxxx of lading for any Account or drafts against Account Debtors; (c) settle and adjust disputes and claims about the Accounts directly with Account Debtors, for amounts and on terms Collateral Agent determines reasonable; (d) make, settle, and adjust all claims under Borrower’s insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of Collateral Agent or a third party as the Code or any applicable law permits. Borrower hereby appoints Collateral Agent as its lawful attorney-in-fact to sign Borrower’s or any of its Subsidiaries’ name on any documents necessary to perfect or continue the perfection of Collateral Agent’s Lenders’ security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligations) have been satisfied in full and Collateral Agent and the Lenders are under no further obligation to make Credit Extensions hereunder. Collateral Agent’s foregoing appointment as Borrower’s or any of its Subsidiaries’ attorney in fact, and all of Collateral Agent’s rights and powers, coupled with an interest, are irrevocable until all Obligations (other than inchoate indemnity obligations) have been fully repaid and performed and Collateral Agent’s and the Lenders’ obligation to provide Credit Extensions terminates.

Power of Attorney. Borrower hereby irrevocably appoints Collateral Agent Lender (and any of Lender's officers, employees, or agents designated by Lender) as its lawful Borrower's attorney-in-fact, exercisable upon with power whether before or after the occurrence and during the continuance of an Event of Default, to: (a) to endorse Borrower’s or any of its Subsidiaries’ 's name on any checks checks, notes, acceptances, money orders, drafts or other forms of payment or securitysecurity that may come into Lender's possession; (b) to sign Borrower’s or any of its Subsidiaries’ 's name on any invoice or xxxx of lading for any Account or drafts against Account Debtors, on schedules and assignments of Accounts, on verifications of Accounts, and on notices to Account Debtors; (c) settle to notify the post office authorities to change the address for delivery of Borrower's mail to an address designated by Lender, to receive and adjust disputes open all mail addressed to Borrower and claims about to retain all mail relating to the Accounts directly with Account Debtors, for amounts Collateral and on terms Collateral Agent determines reasonableforward all other mail to Borrower; (d) make, settle, and adjust all claims under Borrower’s insurance policiesto send requests for verification of Accounts; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the sameexecute UCC Financing Statements; and (f) transfer the Collateral into the name of Collateral Agent or a third party as the Code or any applicable law permits. Borrower hereby appoints Collateral Agent as its lawful attorney-in-fact to sign Borrower’s or any of its Subsidiaries’ name on any documents do all things necessary to perfect or continue the perfection carry out this Agreement. The appointment of Collateral Agent’s security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligations) have been satisfied in full and Collateral Agent and the Lenders are under no further obligation to make Credit Extensions hereunder. Collateral Agent’s foregoing appointment Lender as Borrower’s or any 's attorney and each and every one of its Subsidiaries’ attorney in fact, and all of Collateral Agent’s Lender's rights and powers, being coupled with an interest, are irrevocable until all as long as any Obligations (other than inchoate indemnity obligationsare outstanding. Lender shall not exercise the power granted in clauses 11.2(a) have been fully repaid through 11.2(c) unless an Event of Default has occurred and performed is continuing and Collateral Agent’s shall not to exercise the power granted in clause 11.2(d) prior to notification of Borrower of its intent to do so, but such limitations do not limit the effectiveness of such power of attorney at any time. Any person dealing with Lender is entitled to rely conclusively on any written or oral statement of Lender that this power of attorney is in effect. Lender may also use Borrower's stationery in connection with exercising its rights and remedies and performing the Lenders’ obligation to provide Credit Extensions terminatesObligations of Borrower.

Power of Attorney. Borrower hereby irrevocably appoints Collateral Agent Lender as its lawful attorney-in-fact, exercisable only upon the occurrence and during the continuance of an Event of Default, to: (a) endorse Borrower’s or any of its Subsidiaries’ name on any checks or other forms of payment or security; (b) sign Borrower’s or any of its Subsidiaries’ name on any invoice or xxxx of lading for any Account or drafts against Account Debtors; (c) settle and adjust disputes and claims about the Accounts directly with Account Debtors, for amounts and on terms Collateral Agent Lender determines reasonable; (d) make, settle, and adjust all claims under Borrower’s insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of Collateral Agent Lender or a third party as the Code or any applicable law permits. Borrower hereby appoints Collateral Agent Lender as its lawful attorney-in-fact to sign Borrower’s or any of its Subsidiaries’ name on any documents necessary to perfect or continue the perfection of Collateral AgentLender’s security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligations) have been satisfied in full and Collateral Agent and the Lenders are Lender is under no further obligation to make Credit Extensions hereunder. Collateral AgentLender’s foregoing appointment as Borrower’s or any of its Subsidiaries’ attorney in fact, and all of Collateral AgentLender’s rights and powers, coupled with an interest, are irrevocable until all Obligations (other than inchoate indemnity obligations) have been fully repaid and performed and Collateral AgentLender’s and the Lenders’ obligation to provide Credit Extensions terminates.

Power of Attorney. Borrower Debtor hereby irrevocably appoints Collateral Agent Flex as its lawful attorney-in-fact, exercisable upon the occurrence and during the continuance of an Event of DefaultDefault but subject to the Intercreditor Agreement, to: (a) endorse BorrowerDebtor’s or any of its Subsidiaries’ name on any checks or other forms of payment or security; (b) sign BorrowerDebtor’s or any of its Subsidiaries’ name on any invoice or xxxx of lading for any Account or drafts against Account Debtors; (c) settle and adjust disputes and claims about the Accounts directly with Account Debtors, for amounts and on terms Collateral Agent Flex determines reasonable; (d) make, settle, and adjust all claims under BorrowerDebtor’s insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer make any Disposition of the Collateral into the name of Collateral Agent Flex or a third party as the Code or any applicable law permits. Borrower Debtor hereby appoints Collateral Agent Flex as its lawful attorney-in-fact to sign BorrowerDebtor’s or any of its Subsidiaries’ name on any documents necessary to perfect or continue the perfection of Collateral AgentFlex’s security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligations) have been satisfied in full and Collateral Agent and the Lenders are Flex is under no further obligation to make Credit Extensions hereunderextend credit under the Flex Services Agreements. Collateral AgentFlex’s foregoing appointment as BorrowerDebtor’s or any of its Subsidiaries’ attorney in fact, and all of Collateral AgentFlex’s rights and powers, coupled with an interest, are irrevocable until all Obligations (other than inchoate indemnity obligations) have been fully repaid and performed and Collateral AgentFlex’s and the Lenders’ obligation to provide Credit Extensions extend credit under the Flex Services Agreements terminates.

Power of Attorney. Borrower The Issuer hereby irrevocably appoints the Collateral Agent and any Related Party thereof as its lawful attorney-in-fact, exercisable upon the occurrence and during the continuance of an Event of Default, to: (a) endorse Borrowerthe Issuer’s or any of its Subsidiaries’ name on any checks or other forms of payment or security; (b) sign Borrowerthe Issuer’s or any of its Subsidiaries’ name on any invoice or xxxx bill of lading for any Account account or drafts against Account Debtorsaccount debtors; (c) settle and adjust disputes and claims about the Deposit Accounts directly with Account Debtorsdepository banks where the Deposit Accounts are maintained, for amounts and on terms the Collateral Agent determines reasonable; (d) make, settle, and adjust all claims under Borrowerthe Issuer’s products liability or general liability insurance policiespolicies maintained in any jurisdiction regarding Collateral; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of the Collateral Agent or a third party as the Code or any applicable law UCC permits. Borrower the Issuer hereby appoints the Collateral Agent and any Related Party thereof as its lawful attorney-in-fact to sign Borrower’s file or any of its Subsidiaries’ name on record any documents necessary to perfect or continue the perfection of the Collateral Agent’s security interest interest, for the benefit of the Purchasers and the other Secured Parties, in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligationscontingent indemnification obligations to the extent no claim giving rise thereto has been asserted) have been satisfied in full and Collateral Agent and the Lenders are no Purchaser is under no any further obligation to make Credit Extensions Delayed Draw Note Commitments hereunder. Collateral Agent’s The foregoing appointment of the Collateral Agent and any Related Party thereof as Borrowerthe Issuer’s or any of its Subsidiaries’ attorney in fact, and all of the Collateral Agent’s (or such Related Party’s) rights and powers, coupled with an interest, are irrevocable until all Obligations (other than inchoate indemnity obligationscontingent indemnification obligations to the extent no claim giving rise thereto has been asserted) have been fully repaid and performed and Collateral Agenteach Purchaser’s and the Lenders’ obligation to provide Credit Extensions Delayed Draw Note Commitments terminates.

Power of Attorney. Borrower hereby irrevocably appoints Collateral Agent Bank as its lawful attorney-in-fact, fact to: (a) exercisable upon following the occurrence and during the continuance of an Event of Default, to: (a) endorse Borrower’s or any of its Subsidiaries’ name on any checks or other forms of payment or security; (bi) sign Borrower’s or any of its Subsidiaries’ name on any invoice or xxxx of lading for any Account or drafts against Account Debtors; (cii) demand, collect, xxx, and give releases to any Account Debtor for monies due, settle and adjust disputes and claims about the Accounts directly with Account Debtors, for amounts and on terms compromise, prosecute, or defend any action, claim, case, or proceeding about any Collateral Agent determines reasonable(including filing a claim or voting a claim in any bankruptcy case in Bank’s or Borrower’s name, as Bank chooses); (diii) make, settle, and adjust all claims under Borrower’s insurance policies; (eiv) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse or other claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (fv) transfer the Collateral into the name of Collateral Agent Bank or a third party as the Code permits; and (vi) notify all Account Debtors to pay Bank directly; and (b) regardless of whether an Event of Default has occurred, endorse Borrower’s name on any checks, payment instruments, or any applicable law permitsother forms of payment or security. Borrower hereby appoints Collateral Agent Bank as its lawful attorney-in-fact to sign Borrower’s or any of its Subsidiaries’ name on any documents necessary to perfect or continue the perfection of Collateral AgentBank’s security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligationsobligations and Bank Services for which cash collateral is required by Bank and provided by Borrower in accordance with this Agreement) have been satisfied in full and Collateral Agent and the Lenders are under no further obligation to make Credit Extensions hereunderLoan Documents have been terminated. Collateral AgentBank’s foregoing appointment as Borrower’s or any of its Subsidiaries’ attorney in fact, and all of Collateral AgentBank’s rights and powers, coupled with an interest, are irrevocable until all Obligations (other than inchoate indemnity obligationsobligations and Bank Services for which cash collateral is required by Bank and provided by Borrower in accordance with this Agreement) have been fully repaid and performed and Collateral Agent’s and the Lenders’ obligation to provide Credit Extensions terminatesLoan Documents have been terminated.

Power of Attorney. Borrower Issuer hereby irrevocably appoints Collateral Agent as its lawful attorney-in-fact, exercisable upon the occurrence and during the continuance of an Event of Default, to: (a) endorse BorrowerIssuer’s or any of its Subsidiaries’ name on any checks or other forms of payment or security; (b) sign BorrowerIssuer’s or any of its Subsidiaries’ name on any invoice or xxxx bxxx of lading for any Account or drafts against Account Debtors; (c) settle and adjust disputes and claims about the Accounts of Issuer directly with the applicable Account Debtors, for amounts and on terms Collateral Agent determines reasonable; (d) make, settle, and adjust all claims under BorrowerIssuer’s insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of Collateral Agent or a third party as the Code or any applicable law permitspermits (including by filing assignment agreements with the United States Patent and Trademark Office, United States Copyright Office or equivalent in any jurisdiction outside of the United States); and (g) in the case of any Intellectual Property, execute, deliver and have recorded any document that the Collateral Agent may request to evidence, effect, publicize or record the Collateral Agent’s security interest in such Intellectual Property and the goodwill and General Intangibles of Issuer relating thereto or represented thereby. Borrower Issuer hereby appoints Collateral Agent as its lawful attorney-in-fact to sign BorrowerIssuer’s or any of its Subsidiaries’ name on any documents necessary to perfect or continue the perfection of Collateral Agent’s security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligations) have been satisfied in full and Collateral Agent and the Lenders Purchasers are under no further obligation to make Credit Extensions purchase Notes hereunder. Collateral Agent’s foregoing appointment as BorrowerIssuer’s or any of its Subsidiaries’ attorney in fact, and all of Collateral Agent’s rights and powers, coupled with an interest, are irrevocable until all Obligations (other than inchoate indemnity obligations) have been fully repaid and performed and Collateral Agent’s and the LendersPurchasers’ obligation to provide Credit Extensions purchase the Notes terminates.

Power of Attorney. Borrower hereby irrevocably appoints Collateral Agent as its lawful attorney-in-fact, exercisable only upon the occurrence and during the continuance of an Event of Default, to: (a) endorse Borrower’s or any of its Subsidiaries’ 's name on any checks or other forms of payment or security; (b) sign Borrower’s or any of its Subsidiaries’ 's name on any invoice or xxxx of lading for any Account or drafts against Account Debtors; (c) settle and adjust disputes and claims about the Accounts directly with Account Debtors, for amounts and on terms Collateral Agent determines reasonable; (d) make, settle, and adjust all claims under Borrower’s 's insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of Collateral Agent or a third party as the Code or any applicable law permits. Borrower hereby appoints Collateral Agent as its lawful attorney-in-fact to sign Borrower’s or any of its Subsidiaries’ 's name on any documents necessary to perfect or continue the perfection of Collateral Agent’s 's and Lenders' security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligations) have been satisfied in full and Collateral Agent and the Lenders are under no further obligation to make Credit Extensions hereunder. Collateral Agent’s 's foregoing appointment as Borrower’s or any of its Subsidiaries’ 's attorney in fact, and all of Collateral Agent’s 's rights and powers, coupled with an interest, are irrevocable until all Obligations (other than inchoate indemnity obligations) have been fully repaid and performed and Collateral Agent’s and the Lenders’ obligation to provide Credit Extensions terminatesrepaid.

Power of Attorney. Borrower hereby irrevocably appoints Collateral Agent the members of the Pledgor Committee, and each of them, as its lawful attorney-in-fact, exercisable upon the occurrence and during the continuance of an Event of Default, to: (a) endorse Borrower’s or any of its Subsidiaries’ name on any checks or other forms of payment or security; (b) sign Borrower’s or any of its Subsidiaries’ name on any invoice or xxxx of lading for any Account or drafts against Account Debtors; (c) settle and adjust disputes and claims about the Accounts directly with Account Debtors, for amounts and on terms Collateral Agent determines Pledgors determine reasonable; (d) make, settle, and adjust all claims under Borrower’s insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of Collateral Agent Pledgors or a third party as the Code or any applicable law permits. Borrower hereby appoints Collateral Agent the members of the Pledgor Committee, and each of them, as its lawful attorney-in-fact to sign Borrower’s or any of its Subsidiaries’ name on any documents necessary to perfect or continue the perfection of Collateral Agent’s Pledgors’ security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligations) have been satisfied in full and Collateral Agent and the Lenders are full, SVB is under no further obligation to make advances under the Term Loan Agreement, and SVB has released the Pledged Accounts and returned the Letter(s) of Credit Extensions hereunderto the issuing bank(s) or the undrawn Letter(s) of Credit has expired or been cancelled, as applicable. Collateral Agent’s Pledgors’ foregoing appointment as Borrower’s or any of its Subsidiaries’ attorney in fact, and all of Collateral Agent’s Pledgors’ rights and powers, coupled with an interest, are irrevocable until all Obligations (other than inchoate indemnity obligations) have been fully repaid and performed performed, all amounts due under the Term Loan Agreement have been repaid, and Collateral AgentSVB’s and the Lenders’ obligation to provide Credit Extensions make advances under the Term Loan Agreement terminates.

Power of Attorney. Borrower hereby irrevocably appoints Collateral Agent as its lawful attorney-in-fact, exercisable upon the occurrence and during the continuance of an Event of Default, to: (a) endorse Borrower’s or any of its Subsidiaries’ name on any checks or other forms of payment or security; (b) sign Borrower’s or any of its Subsidiaries’ name on any invoice or xxxx of lading for any Account or drafts against Account Debtors; (c) settle and adjust disputes and claims about the Accounts directly with Account Debtors, for amounts and on terms Collateral Agent determines reasonable; (d) make, settle, and adjust all claims under Borrower’s insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of Collateral Agent or a third party as the Code or any applicable law permits. Borrower hereby appoints Collateral Agent as its lawful attorney-in-fact to sign Borrower’s or any of its Subsidiaries’ name on any documents necessary to perfect or continue the perfection of Collateral Agent’s security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligations) Obligations have been satisfied in full and Collateral Agent and the Lenders are under no further obligation to make Credit Extensions hereunder. Collateral Agent’s foregoing appointment as Borrower’s or any of its Subsidiaries’ attorney in fact, and all of Collateral Agent’s rights and powers, coupled with an interest, are irrevocable until all Obligations (other than inchoate indemnity obligations) have been fully repaid and performed and Collateral Agent’s and the Lenders’ obligation to provide Credit Extensions terminates.

Power of Attorney. Borrower hereby irrevocably appoints Collateral Agent the Lender as its lawful attorney-in-fact, exercisable upon the occurrence and during the continuance of an Event of Default, to: (a) endorse Borrower’s or any of its Subsidiaries’ Guarantor’s name on any checks or other forms of payment or security; (b) sign Borrower’s or any of its Subsidiaries’ Guarantor’s name on any invoice or xxxx of lading for any Account or drafts against Account Debtors; (c) settle and adjust disputes and claims about the Accounts directly with Account Debtors, for amounts and on terms Collateral Agent the Lender determines reasonable; (d) make, settle, and adjust all claims under Borrower’s insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of Collateral Agent the Lender or a third party as the Code or any applicable law permits. Borrower hereby appoints Collateral Agent the Lender as its lawful attorney-in-fact to sign Borrower’s or any of its Subsidiaries’ Guarantor’s name on any documents necessary to perfect or continue the perfection of Collateral Agentthe Lender’s security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligationsobligations and any other obligations which, by their terms, are to survive the termination of this Agreement) have been satisfied in full and Collateral Agent and the Lenders are Lender is under no further obligation to make Credit Extensions hereunder. Collateral AgentThe Lender’s foregoing appointment as Borrower’s or any of its Subsidiaries’ Guarantor’s attorney in fact, and all of Collateral Agentthe Lender’s rights and powers, coupled with an interest, are irrevocable until all Obligations (other than inchoate indemnity obligationsobligations and any other obligations which, by their terms, are to survive the termination of this Agreement) have been fully repaid and performed and Collateral Agentthe Lender’s and the Lenders’ obligation to provide Credit Extensions terminates.