Common use of Power of Attorney Clause in Contracts

Power of Attorney. Each Borrower hereby appoints Agent, and its agents and designees, the true and lawful agents and attorneys-in-fact of such Borrower, with full power of substitution, (a) during the continuance of an Event of Default, to (i) receive, open and dispose of all mail addressed to such Borrower relating to the Collateral, (ii) notify and direct the United States Post Office authorities by notice given in the name of such Borrower and signed on its behalf, to change the address for delivery of all mail addressed to such Borrower relating to the Collateral to an address to be designated by Agent, and to cause such mail to be delivered to such designated address where Agent may open all such mail and remove therefrom any notes, checks, acceptances, drafts, money orders or other instruments in payment of the Collateral in which Agent has a security interest hereunder and any documents relative thereto, with full power to endorse the name of such Borrower upon any such notes, checks, acceptances, drafts, money order or other form of payment or on Collateral or security of any kind and to effect the deposit and collection thereof, and Agent shall have the further right and power to endorse the name of such Borrower on any documents otherwise relating to such Collateral, (iii) send notices to such Contract Debtors or account debtors, and (iv) do any and all other things necessary or proper to carry out the intent of this Agreement; and (b) at all times, to (i) sign the name of such Borrower to drafts against Contract Debtors or other account debtors, and execute on behalf of such Borrower assignments, notices of assignments, financing statements and other public records and notices on all other instruments or documents and (ii) do any and all other things necessary or proper to perfect and protect the liens and rights of Agent and Lenders created under this Agreement. Each Borrower agrees that neither Agent or any Lender nor any of its agents, designees or attorneys-in-fact will be liable for any acts of commission or omission, or for any error of judgment or mistake of fact or law, except for those arising from the gross negligence or willful misconduct of the Agent or any Lender or any of their agents, designees or attorneys-in-fact. The powers granted hereunder are coupled with an interest and shall be irrevocable during the term hereof. Agent shall have the right to apply all money or security otherwise due to Borrowers to the payment of any of the Advances or other sums payable pursuant to this Agreement at such time and in such order of application as Agent may determine.

Power of Attorney. Each Borrower hereby appoints Agent, Upon the occurrence and its agents and designees, the true and lawful agents and attorneys-in-fact of such Borrower, with full power of substitution, (a) during the continuance of an any Event of Default, without limiting Silicon’s other rights and remedies, Borrower grants to Silicon an irrevocable power of attorney coupled with an interest, authorizing and permitting Silicon (iacting through any of its employees, attorneys or agents) receiveat any time, open at its option, but without obligation, with or without notice to Borrower, and dispose at Borrower’s expense, to do any or all of all mail addressed the following, in Borrower’s name or otherwise, but Silicon agrees that if it exercises any right hereunder, it will do so in good faith and in a commercially reasonable manner: (a) Execute on behalf of Borrower any documents that Silicon may, in its good faith business judgment, deem advisable in order to such Borrower relating to perfect and maintain Silicon’s security interest in the Collateral, or in order to exercise a right of Borrower or Silicon, or in order to fully consummate all the transactions contemplated under this Agreement, and all other Loan Documents: (iib) notify and direct the United States Post Office authorities by notice given in the name Execute on behalf of such Borrower and signed on its behalfBorrower, to change the address for delivery of all mail addressed to such Borrower any invoices relating to the Collateral any Account, any draft against any Account Debtor and any notice to an address to be designated by Agentany Account Debtor, and to cause such mail to be delivered to such designated address where Agent may open all such mail and remove therefrom any notesproof of claim in bankruptcy, checksany Notice of Lien, acceptancesclaim of mechanic’s, drafts, money orders materialman’s or other instruments lien, or assignment or satisfaction of mechanic’s, materialman’s or other lien; (c) Take control in any manner of any cash or non-cash items of payment or proceeds of the Collateral in which Agent has a security interest hereunder and any documents relative thereto, with full power to Collateral; endorse the name of such Borrower upon any such notesinstruments, checksor documents, acceptances, drafts, money order or other form evidence of payment or Collateral that may come into Silicon’s possession; (d) Endorse all checks and other forms of remittances received by Silicon; (e) Pay, contest or settle any lien, charge, encumbrance, security interest and adverse claim in or to any of the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; (f) Grant extensions of time to pay, compromise claims and settle Accounts and General Intangibles for less than face value and execute all releases and other documents in connection therewith; (g) Pay any sums required on Collateral account of Borrower’s taxes or security to secure the release of any kind liens therefor, or both; (h) Settle and to effect the deposit and collection thereofadjust, and Agent shall have give releases of, any insurance claim that relates to any of the further right Collateral and power obtain payment therefor; (i) Instruct any third party having custody or control of any books or records belonging to, or relating to, Borrower to endorse give Silicon the name same rights of such Borrower on any documents otherwise relating to such Collateral, (iii) send notices to such Contract Debtors or account debtors, access and (iv) do any and all other things necessary or proper to carry out the intent of rights with respect thereto as Silicon has under this Agreement; and (bj) at all times, to (i) sign the name Take any action or pay any sum required of such Borrower to drafts against Contract Debtors or other account debtors, and execute on behalf of such Borrower assignments, notices of assignments, financing statements and other public records and notices on all other instruments or documents and (ii) do any and all other things necessary or proper to perfect and protect the liens and rights of Agent and Lenders created under this Agreement. Each Borrower agrees that neither Agent or any Lender nor any of its agents, designees or attorneys-in-fact will be liable for any acts of commission or omission, or for any error of judgment or mistake of fact or law, except for those arising from the gross negligence or willful misconduct of the Agent or any Lender or any of their agents, designees or attorneys-in-fact. The powers granted hereunder are coupled with an interest and shall be irrevocable during the term hereof. Agent shall have the right to apply all money or security otherwise due to Borrowers to the payment of any of the Advances or other sums payable pursuant to this Agreement and any other Loan Documents. Any and all reasonable sums paid and any and all reasonable costs, expenses, liabilities, obligations and attorneys’ fees incurred by Silicon with respect to the foregoing shall be added to and become part of the Obligations, shall be payable on demand, and shall bear interest at such time and a rate equal to the highest interest rate applicable to any of the Obligations. In no event shall Silicon’s rights under the foregoing power of attorney or any of Silicon’s other rights under this Agreement be deemed to indicate that Silicon is in such order control of application as Agent may determinethe business, management or properties of Borrower.

Power of Attorney. Each Borrower hereby irrevocably appoints Agent, Lender and its agents successors and designees, the assigns as true and lawful agents attorney in fact, and attorneys-in-fact of such Borrower, with full power of substitution, authorizes Lender (a) to, whether or not there has been an Event of Default: (i) demand, collect, receive, xxx, and give releases to any Account Debtor for the monies due or which may become due upon or with respect to the Receivables and to compromise, prosecute, or defend any action, claim, case or proceeding relating to the Receivables, including the filing of a claim or the voting of such claims in any bankruptcy case, all in Lender’s name or Borrower’s name, as Lender may choose; (ii) prepare, file and sign Borrower’s name on any notice, claim, assignment, demand, draft, or notice of or satisfaction of lien or mechanics’ lien or similar document; (iii) notify all Account Debtors with respect to the Receivables to pay Lender directly; (iv) receive and open all mail addressed to Borrower for the purpose of collecting the Receivables; (v) endorse Borrower’s name on any checks or other forms of payment on the Receivables; (vi) execute on behalf of Borrower any and all instruments, documents, financing statements and the like to perfect Lender’s interests in the Receivables and Collateral; (vii) debit any Borrower’s deposit accounts maintained with Lender for any and all Obligations due under this Agreement; and (viii) do all acts and things necessary or expedient, in furtherance of any such purposes, and (b) to, upon the occurrence and during the continuance of an Event of Default, to (i) receivesell, open and dispose of all mail addressed to such Borrower relating to assign, transfer, pledge, compromise, or discharge the Collateral, (ii) notify and direct the United States Post Office authorities by notice given in the name of such Borrower and signed on its behalf, to change the address for delivery of all mail addressed to such Borrower relating to the Collateral to an address to be designated by Agent, and to cause such mail to be delivered to such designated address where Agent may open all such mail and remove therefrom whole or any notes, checks, acceptances, drafts, money orders or other instruments in payment part of the Collateral in which Agent has a security interest Receivables. Upon the occurrence and continuation of an Event of Default, all of the power of attorney rights granted by Borrower to Lender hereunder and any documents relative thereto, shall be applicable with full power respect to endorse the name of such Borrower upon any such notes, checks, acceptances, drafts, money order or other form of payment or on Collateral or security of any kind and to effect the deposit and collection thereof, and Agent shall have the further right and power to endorse the name of such Borrower on any documents otherwise relating to such Collateral, (iii) send notices to such Contract Debtors or account debtors, and (iv) do any all Receivables and all other things necessary or proper to carry out the intent of this Agreement; and (b) at all times, to (i) sign the name of such Borrower to drafts against Contract Debtors or other account debtors, and execute on behalf of such Borrower assignments, notices of assignments, financing statements and other public records and notices on all other instruments or documents and (ii) do any and all other things necessary or proper to perfect and protect the liens and rights of Agent and Lenders created under this Agreement. Each Borrower agrees that neither Agent or any Lender nor any of its agents, designees or attorneys-in-fact will be liable for any acts of commission or omission, or for any error of judgment or mistake of fact or law, except for those arising from the gross negligence or willful misconduct of the Agent or any Lender or any of their agents, designees or attorneys-in-fact. The powers granted hereunder are coupled with an interest and shall be irrevocable during the term hereof. Agent shall have the right to apply all money or security otherwise due to Borrowers to the payment of any of the Advances or other sums payable pursuant to this Agreement at such time and in such order of application as Agent may determineCollateral.

Power of Attorney. Each Borrower hereby irrevocably appoints Agent, Lender and its agents successors and designees, the as true and lawful agents attorney in fact, and attorneys-in-fact of such Borrower, with full power of substitution, authorizes Lender (a) to, whether or not there has been an Event of Default, (i) demand, collect, receive, xxx, and give releases to any Account Debtor for the monies due or which may become due upon or with respect to the Receivables and to compromise, prosecute, or defend any action, claim, case or proceeding relating to the Receivables, including the filing of a claim or the voting of such claims in any bankruptcy case, all in Lender’s name or Borrower’s name, as Lender may choose; (ii) prepare, file and sign Borrower’s name on any notice, claim, assignment, demand, draft, or notice of or satisfaction of lien or mechanics’ lien or similar document; (iii) notify all Account Debtors with respect to the Receivables to pay Lender directly; (iv) receive and open all mail addressed to Borrower for the purpose of collecting the Receivables; (v) endorse Borrower’s name on any checks or other forms of payment on the Receivables; (vi) execute on behalf of Borrower any and all instruments, documents, financing statements and the like to perfect Lender’s interests in the Receivables and Collateral; (vii) debit any Borrower’s deposit accounts maintained with Lender for any and all Obligations due under this Agreement; and (viii) do all acts and things necessary or expedient, in furtherance of any such purposes, and (b) to upon the occurrence and during the continuance of an Event of Default, to (i) receivesell, open and dispose of all mail addressed to such Borrower relating to assign, transfer, pledge, compromise, or discharge the Collateral, (ii) notify and direct the United States Post Office authorities by notice given in the name of such Borrower and signed on its behalf, to change the address for delivery of all mail addressed to such Borrower relating to the Collateral to an address to be designated by Agent, and to cause such mail to be delivered to such designated address where Agent may open all such mail and remove therefrom whole or any notes, checks, acceptances, drafts, money orders or other instruments in payment part of the Collateral in which Agent has a security interest Receivables. Upon the occurrence and continuation of an Event of Default, all of the power of attorney rights granted by Borrower to Lender hereunder and any documents relative thereto, shall be applicable with full power respect to endorse the name of such Borrower upon any such notes, checks, acceptances, drafts, money order or other form of payment or on Collateral or security of any kind and to effect the deposit and collection thereof, and Agent shall have the further right and power to endorse the name of such Borrower on any documents otherwise relating to such Collateral, (iii) send notices to such Contract Debtors or account debtors, and (iv) do any all Receivables and all other things necessary or proper to carry out the intent of this Agreement; and (b) at all times, to (i) sign the name of such Borrower to drafts against Contract Debtors or other account debtors, and execute on behalf of such Borrower assignments, notices of assignments, financing statements and other public records and notices on all other instruments or documents and (ii) do any and all other things necessary or proper to perfect and protect the liens and rights of Agent and Lenders created under this Agreement. Each Borrower agrees that neither Agent or any Lender nor any of its agents, designees or attorneys-in-fact will be liable for any acts of commission or omission, or for any error of judgment or mistake of fact or law, except for those arising from the gross negligence or willful misconduct of the Agent or any Lender or any of their agents, designees or attorneys-in-fact. The powers granted hereunder are coupled with an interest and shall be irrevocable during the term hereof. Agent shall have the right to apply all money or security otherwise due to Borrowers to the payment of any of the Advances or other sums payable pursuant to this Agreement at such time and in such order of application as Agent may determineCollateral.

Power of Attorney. Each Borrower hereby irrevocably constitutes and appoints Agent, and its agents and designees, the Lender as Borrower's true and lawful agents and attorneys-in-fact of such Borrowerattorney, with full power of substitution, (a) during at the continuance sole cost and expense of Borrower but for the sole benefit of the Lender, upon the occurrence of an Event of DefaultDefault or after DEMAND with respect to Obligations payable on DEMAND, to convert the Collateral into cash, including, without limitation, completing the manufacture or processing of work in process, and the sale (ieither public or private) of all or any portion or portions of the inventory and other Collateral; to enforce collection of the Collateral, either in its own name or in the name of Borrower, including, without limitation, executing releases or waivers, compromising or settling with any Debtors and prosecuting, defending, compromising or releasing any action relating to the Collateral; to receive, open and dispose of all mail addressed to such Borrower relating and to take therefrom any remittances or proceeds of Collateral in which the Collateral, (ii) Lender has a security interest; to notify and direct the United States Post Office authorities by notice given in the name of such Borrower and signed on its behalf, to change the address for delivery of all mail addressed to such Borrower relating to the Collateral to an address to be designated by Agent, and to cause such mail to be delivered to such designated address where Agent may open all such mail and remove therefrom any notes, checks, acceptances, drafts, money orders or other instruments in payment of as the Collateral in which Agent has a security interest hereunder and any documents relative thereto, with full power Lender shall designate; to endorse the name of such Borrower in favor of the Lender upon any such notes, and all checks, acceptances, drafts, money order orders, notes, acceptances or other form instruments of payment the same or on Collateral or security of any kind different nature; to sign and to effect the deposit and collection thereof, and Agent shall have the further right and power to endorse the name of such Borrower on and to receive as secured party any of the Collateral, any invoices, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents otherwise of title of the same or different nature relating to such the Collateral, (iii) send notices ; to such Contract Debtors or account debtors, and (iv) do any and all other things necessary or proper to carry out the intent of this Agreement; and (b) at all times, to (i) sign the name of such Borrower to drafts against Contract on any notice of the Debtors or other account debtorson verification of the Collateral; and to sign, if necessary, and execute file or record on behalf of such Borrower assignments, notices of assignments, any financing statements and or other public records and notices on all other instruments statement in order to perfect or documents and (ii) protect the Lender’s security interest. The Lender shall not be obliged to do any and all other things necessary of the acts or proper to perfect and protect the liens and rights of Agent and Lenders created under this Agreement. Each Borrower agrees that neither Agent or any Lender nor exercise any of its agentsthe powers hereinabove authorized, designees but if the Lender elects to do any such act or attorneys-in-fact will exercise any such power, it shall not be liable accountable for any acts more than it actually receives as a result of commission or omissionsuch exercise of power, or for any error of judgment or mistake of fact or law, and it shall not be responsible to Borrower except for those arising from the its own gross negligence or willful misconduct of misconduct. All powers conferred upon the Agent or any Lender or any of their agentsby this Agreement, designees or attorneys-in-fact. The powers granted hereunder are being coupled with an interest and interest, shall be irrevocable during the term hereof. Agent shall have the right to apply all money so long as any Obligation of Borrower or security otherwise due to Borrowers any guarantor or surety to the payment of any of Lender shall remain unpaid or the Advances or other sums payable pursuant to Lender is obligated under this Agreement at such time and in such order of application as Agent may determineto extend any credit to Borrower.

Power of Attorney. Each The Borrower hereby irrevocably constitutes and appoints Agent, and its agents and designees, the Bank as the Borrower's true and lawful agents and attorneys-in-fact of such Borrowerattorney, with full power of substitution, (a) during at the continuance sole cost and expense of the Borrower but for the sole benefit of the Bank, upon the occurrence of an Event of DefaultDefault or after DEMAND with respect to Obligations payable on DEMAND, to convert the Collateral into cash, including, without limitation, completing the manufacture or processing of work in process, and the sale (ieither public or private) of all or any portion or portions of the inventory and other Collateral; to enforce collection of the Collateral, either in its own name or in the name of the Borrower, including, without limitation, executing releases or waivers, compromising or settling with any Debtors and prosecuting, defending, compromising or releasing any action relating to the Collateral; to receive, open and dispose of all mail addressed to such the Borrower relating and to take therefrom any remittances or proceeds of Collateral in which the Collateral, (ii) Bank has a security interest; to notify and direct the United States Post Office authorities by notice given in the name of such Borrower and signed on its behalf, to change the address for delivery of all mail addressed to such the Borrower relating to the Collateral to an address to be designated by Agent, and to cause such mail to be delivered to such designated address where Agent may open all such mail and remove therefrom any notes, checks, acceptances, drafts, money orders or other instruments in payment of as the Collateral in which Agent has a security interest hereunder and any documents relative thereto, with full power Bank shall designate; to endorse the name of such the Borrower in favor of the Bank upon any such notes, and all checks, acceptances, drafts, money order orders, notes, acceptances or other form instruments of payment the same or on Collateral or security of any kind different nature; to sign and to effect the deposit and collection thereof, and Agent shall have the further right and power to endorse the name of such the Borrower on and to receive as secured party any of the Collateral, any invoices, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents otherwise of title of the same or different nature relating to such the Collateral, (iii) send notices ; to such Contract Debtors or account debtors, and (iv) do any and all other things necessary or proper to carry out the intent of this Agreement; and (b) at all times, to (i) sign the name of such the Borrower to drafts against Contract on any notice of the Debtors or other account debtorson verification of the Collateral; and to sign, if necessary, and execute file or record on behalf of such the Borrower assignments, notices of assignments, any financing statements and or other public records and notices on all other instruments statement in order to perfect or documents and (ii) protect the Bank's security interest. The Bank shall not be obliged to do any and all other things necessary of the acts or proper to perfect and protect the liens and rights of Agent and Lenders created under this Agreement. Each Borrower agrees that neither Agent or any Lender nor exercise any of its agentsthe powers hereinabove authorized, designees but if the Bank elects to do any such act or attorneys-in-fact will exercise any such power, it shall not be liable accountable for any acts more than it actually receives as a result of commission or omissionsuch exercise of power, or for any error of judgment or mistake of fact or law, and it shall not be responsible to the Borrower except for those arising from the its own gross negligence or willful misconduct of misconduct. All powers conferred upon the Agent or any Lender or any of their agentsBank by this Agreement, designees or attorneys-in-fact. The powers granted hereunder are being coupled with an interest and interest, shall be irrevocable during so long as any Obligation of the term hereof. Agent shall have the right to apply all money Borrower or security otherwise due to Borrowers any guarantor or surety to the payment of any of Bank shall remain unpaid or the Advances or other sums payable pursuant to Bank is obligated under this Agreement at such time and in such order of application as Agent may determineto extend any credit to the Borrower.

Power of Attorney. Each Borrower hereby appoints Agentirrevocably constitutes and appoints, effective on and its agents and designeesafter the occurrence of an Event of Default, the true and lawful agents and attorneys-in-fact of such BorrowerAdministrative Agent acting through any officer or Agent thereof, with full power of substitution, (a) during the continuance of an Event of Defaultas such Borrower’s true and lawful attorney-in-fact with full irrevocable power and authority in such Borrower’s place and stead and in such Borrower’s name or in its own name, from time to time in Administrative Agent’s Discretion, to (i) receive, open and dispose of all mail addressed to such Borrower, to take any and all action, to do all things, to execute, endorse, deliver and file any and all writings, documents, instruments, notices, statements (including financing statements, and writings to correct any error or ambiguity in any Loan Document), applications and registrations (including registrations and licenses for securities, copyrights, patents, and trademarks), checks, drafts, acceptances, money orders, or other evidence of payment or proceeds, which may be or become necessary or desirable in the Sole Discretion of Administrative Agent to accomplish the terms, purposes and intent of, or to fulfill Borrowers’ obligations under this Agreement and the other Loan Documents, including the right to enter into any control agreements on behalf of each such Borrower relating as described in Section 6.14, to appear in and defend any action or proceeding brought with respect to the CollateralCollateral or any Company-Owned Property, (ii) notify and direct the United States Post Office authorities by notice given to bring any action or proceeding, in the name of such Borrower and signed on its behalf, to change the address for delivery of all mail addressed to such Borrower relating to the Collateral to an address to be designated by Agent, and to cause such mail to be delivered to such designated address where Agent may open all such mail and remove therefrom any notes, checks, acceptances, drafts, money orders or other instruments in payment of the Collateral in which Agent has a security interest hereunder and any documents relative thereto, with full power to endorse the name of such Borrower upon any such notes, checks, acceptances, drafts, money order or other form of payment or on Collateral or security of any kind and to effect the deposit and collection thereof, and Agent shall have the further right and power to endorse the name of such Borrower on any documents otherwise relating to such Collateral, (iii) send notices to such Contract Debtors or account debtors, and (iv) do any and all other things necessary or proper to carry out the intent of this Agreement; and (b) at all times, to (i) sign the name of such Borrower to drafts against Contract Debtors or other account debtors, and execute on behalf of such Borrower assignmentsany Borrower, notices of assignmentswhich Administrative Agent, financing statements and other public records and notices on all other instruments or documents and (ii) do any and all other things in its Sole Discretion, deems necessary or proper desirable to perfect protect its interest in the Collateral or any Property. This power is coupled with an interest and protect the liens and rights of Agent and Lenders created under this Agreementis irrevocable. THIS POWER DOES NOT AND SHALL NOT BE CONSTRUED TO AUTHORIZE ANY CONFESSION OF JUDGMENT. Each Borrower agrees that neither Agent hereby releases Administrative Agent, Lenders and their respective officers, directors, members, partners, trustees, debt holders, employees, representatives, agents and designees from any liabilities arising from any act or any Lender nor any acts under this power of its agentsattorney and in furtherance thereof, designees whether of omission or attorneys-in-fact will be liable for any acts of commission or omission, or for any error of judgment or mistake of fact or lawcommission, except for those arising and only to the extent the same results from the applicable released party’s own gross negligence or willful misconduct of the Agent or any Lender or any of their agents, designees or attorneys-in-fact. The powers granted hereunder are coupled with an interest and shall be irrevocable during the term hereof. Agent shall have the right to apply all money or security otherwise due to Borrowers to the payment of any of the Advances or other sums payable as determined pursuant to this Agreement at such time and in such a final non-appealable order of application as Agent may determinea court of competent jurisdiction.

Power of Attorney. Each Borrower hereby Grantor irrevocably makes, constitutes and appoints the Administrative Agent (and all officers, employees or agents designated by the Administrative Agent, and its agents and designees, the ) as such Grantor’s true and lawful agents agent and attorneysattorney-in-fact of fact, and in such Borrowercapacity the Administrative Agent shall have the right, with full power of substitutionsubstitution for each Grantor and in each Grantor’s name or otherwise, for the use and benefit of the Administrative Agent and the Secured Parties, (a) at any time, whether or not a Default or Event of Default has occurred, to take actions required to be taken by the Grantors under Section 2.1 of this Agreement, (b) upon the occurrence and during the continuance of a Cash Dominion Event or as otherwise permitted under the Credit Agreement, (i) to take actions required to be taken by the Grantors under Section 5.1 of this Agreement, and (ii) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; and (c) upon the occurrence and during the continuance of an Event of DefaultDefault or as otherwise permitted under the Credit Agreement, to (i) receiveto demand, open collect, receive payment of, give receipt for and dispose give discharges and releases of all mail addressed to such Borrower relating to or any of the Collateral, ; (ii) notify and direct the United States Post Office authorities by notice given in to sign the name of any Grantor on any invoices, schedules of Collateral, freight or express receipts, or bills of lading storage receipts, warehouse receipts or other documents of title relating to any of the Collateral; (iii) to sign the name of any Grantor on any notice to such Borrower Grantor’s Account Debtors; (iv) to sign the name of any Grantor on any proof of claim in bankruptcy against Account Debtors, and signed on its behalfnotices of lien, claims of mechanic’s liens, or assignments or releases of mechanic’s liens securing the Accounts; (v) to sign change of address forms to change the address for delivery of all to which each Grantor’s mail addressed is to be sent to such address as the Administrative Agent shall designate; (vi) to receive and open each Grantor’s mail, remove any Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of a Grantor, or other legal representative of a Grantor whom the Administrative Agent reasonably determines to be the appropriate person to whom to so turn over such mail; (vii) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (viii) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral Collateral; (ix) to an address take all such action as may be reasonably necessary to be designated by Agentobtain the payment of any letter of credit and/or banker’s acceptance of which any Grantor is a beneficiary; (x) to repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of any Grantor; (xi) to use, license or transfer any or all General Intangibles of any Grantor; and (xii) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to cause such mail to be delivered to such designated address where Agent may open all such mail and remove therefrom any notes, checks, acceptances, drafts, money orders or other instruments in payment of the Collateral in which Agent has a security interest hereunder and any documents relative thereto, with full power to endorse the name of such Borrower upon any such notes, checks, acceptances, drafts, money order or other form of payment or on Collateral or security of any kind and to effect the deposit and collection thereof, and Agent shall have the further right and power to endorse the name of such Borrower on any documents otherwise relating to such Collateral, (iii) send notices to such Contract Debtors or account debtors, and (iv) do any and all other acts and things reasonably necessary or proper to carry out the intent purposes of this Agreement, as fully and completely as though the Administrative Agent was the absolute owner of the Collateral for all purposes; and (b) at all timesprovided, to (i) sign however, that nothing herein contained shall be construed as requiring or obligating the name of such Borrower to drafts against Contract Debtors or other account debtors, and execute on behalf of such Borrower assignments, notices of assignments, financing statements and other public records and notices on all other instruments or documents and (ii) do any and all other things necessary or proper to perfect and protect the liens and rights of Agent and Lenders created under this Agreement. Each Borrower agrees that neither Administrative Agent or any Lender nor other Secured Party to make any inquiry as to the nature or sufficiency of its agentsany payment received by the Administrative Agent or any other Secured Party, designees or attorneysto present or file any claim or notice. It is understood and agreed that the appointment of the Administrative Agent as the agent and attorney-in-fact will be liable for any acts of commission or omission, or for any error of judgment or mistake of fact or law, except for those arising from the gross negligence or willful misconduct of the Agent or any Lender or any of their agents, designees or attorneys-in-fact. The powers granted hereunder are Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above shall be irrevocable during terminate when (a) the term hereof. Agent Commitments have expired or been terminated, (b) the principal of and interest on each Loan and all fees and other Obligations (which for purposes of this clause shall include the Other Liabilities only if the Obligations (as defined in the Credit Agreement) have been accelerated and Liquidation has commenced and then only to the extent then due and payable) (other than contingent indemnity obligations with respect to then unasserted claims) shall have the right to apply been paid in full, (c) all money Letters of Credit shall have expired or security otherwise due to Borrowers terminated (or been cash collateralized in a manner satisfactory to the payment applicable Issuing Banks) and (d) all Letter of any of Credit Outstandings have been reduced to zero (or cash collateralized in a manner satisfactory to the Advances or other sums payable pursuant to this Agreement at such time and in such order of application as Agent may determineapplicable Issuing Banks).

Power of Attorney. Each Borrower hereby appoints AgentIn addition to the authorizations granted to the Agent under SECTION 8.13 or under any other provision of this Agreement or of any other Loan Document, and its agents and designees, the true and lawful agents and attorneys-in-fact of such Borrower, with full power of substitution, (a) during the continuance of an Event of Default, each Obligor hereby irrevocably designates, makes, constitutes and appoints the Agent (and all Persons designated by the Agent from time to (itime) receiveas such Obligor's true and lawful attorney, open and dispose agent in fact, and the Agent, or any agent of all mail addressed the Agent, may, without notice to any Obligor, and at such Borrower relating to time or times as the CollateralAgent or any such agent in its sole discretion may determine, (ii) notify and direct the United States Post Office authorities by notice given in the name of such Borrower Obligor, another Obligor, the Agent or the Lenders, (a) demand payment of the Receivables, (b) enforce payment of the Receivables by legal proceedings or otherwise, (c) exercise all of the Obligors' rights and signed remedies with respect to the collection of Receivables, (d) settle, adjust, compromise, extend or renew any or all of the Receivables, (e) settle adjust or compromise any legal proceedings brought to collect the Receivables, (f) discharge and release the Receivables or any of them, (g) prepare, file and sign the name of any Obligor on its behalfany proof of claim in bankruptcy or any similar document against any Account Debtor, (h) prepare, file and sign the name of any Obligor on any notice of Lien, assignment or satisfaction of Lien, or similar document in connection with any of the Collateral, (i) endorse the name of any Obligor upon any chattel paper, document, instrument, notice, freight xxxx, xxxx of lading or similar document or agreement relating to the Receivables, the Inventory or any other Collateral, (j) use the stationery of any Obligor and sign the name of any Obligor to verifications of the Receivables and on any notice to the Account Debtors, (k) open the Obligors' mail, (l) notify the post office authorities to change the address for delivery of all the Obligors' mail addressed to such Borrower an address designated by the Agent, and (m) use the information recorded on or contained in any data processing equipment and computer hardware and software relating to the Receivables, Inventory or other Collateral to an address to be designated by Agent, and to cause such mail to be delivered to such designated address where Agent may open all such mail and remove therefrom which any notes, checks, acceptances, drafts, money orders or other instruments in payment of the Collateral in which Agent Obligor has a security interest hereunder and any documents relative thereto, with full power to endorse the name of such Borrower upon any such notes, checks, acceptances, drafts, money order or other form of payment or on Collateral or security of any kind and to effect the deposit and collection thereof, and Agent shall have the further right and power to endorse the name of such Borrower on any documents otherwise relating to such Collateral, (iii) send notices to such Contract Debtors or account debtors, and (iv) do any and all other things necessary or proper to carry out the intent of this Agreement; and (b) at all times, to (i) sign the name of such Borrower to drafts against Contract Debtors or other account debtors, and execute on behalf of such Borrower assignments, notices of assignments, financing statements and other public records and notices on all other instruments or documents and (ii) do any and all other things necessary or proper to perfect and protect the liens and rights of Agent and Lenders created under this Agreement. Each Borrower agrees that neither Agent or any Lender nor any of its agents, designees or attorneys-in-fact will be liable for any acts of commission or omission, or for any error of judgment or mistake of fact or law, except for those arising from the gross negligence or willful misconduct of the Agent or any Lender or any of their agents, designees or attorneys-in-fact. The powers granted hereunder are coupled with an interest and shall be irrevocable during the term hereof. Agent shall have the right to apply all money or security otherwise due to Borrowers to the payment of any of the Advances or other sums payable pursuant to this Agreement at such time and in such order of application as Agent may determineaccess.

Power of Attorney. Each Borrower hereby irrevocably constitutes and appoints Agent, and its agents and designees, the Bank as Borrower’s true and lawful agents and attorneys-in-fact of such Borrowerattorney, with full power of substitution, (a) during at the continuance sole cost and expense of Borrower but for the sole benefit of the Bank, upon the occurrence of an Event of Default, to convert the Collateral into cash, including, without limitation, completing the manufacture or processing of work in process, and the sale (ieither public or private) of all or any portion or portions of the inventory and other Collateral; to use pursuant to a royalty free license all of Borrower’s intellectual property; to enforce collection of the Collateral, either in its own name or in the name of Borrower, including, without limitation, executing releases or waivers, compromising or settling with any Account Debtors and prosecuting, defending, compromising or releasing any action relating to the Collateral; to receive, open and dispose of all mail addressed to such Borrower relating and to take therefrom any remittances or proceeds of Collateral in which the Collateral, (ii) Bank has a security interest; to notify and direct the United States Post Office authorities by notice given in the name of such Borrower and signed on its behalf, to change the address for delivery of all mail addressed to such Borrower relating to the Collateral to an address to be designated by Agent, and to cause such mail to be delivered to such designated address where Agent may open all such mail and remove therefrom any notes, checks, acceptances, drafts, money orders or other instruments in payment of as the Collateral in which Agent has a security interest hereunder and any documents relative thereto, with full power Bank shall designate; to endorse the name of such Borrower in favor of the Bank upon any such notes, and all checks, acceptances, drafts, money order orders, notes, acceptances or other form instruments of payment the same or on Collateral or security of any kind different nature; to sign and to effect the deposit and collection thereof, and Agent shall have the further right and power to endorse the name of such Borrower on and to receive as secured party any of the Collateral, any invoices, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents otherwise of title of the same or different nature relating to such the Collateral, (iii) send notices ; to such Contract Debtors or account debtors, and (iv) do any and all other things necessary or proper to carry out the intent of this Agreement; and (b) at all times, to (i) sign the name of such Borrower to drafts against Contract on any notice of the Account Debtors or other account debtorson verification of the Collateral; and to sign, if necessary, and execute file or record on behalf of such Borrower assignments, notices of assignments, any financing statements and or other public records and notices on all other instruments statement in order to perfect or documents and (ii) protect the Bank’s security interest. The Bank shall not be obliged to do any and all other things necessary of the acts or proper to perfect and protect the liens and rights of Agent and Lenders created under this Agreement. Each Borrower agrees that neither Agent or any Lender nor exercise any of its agentsthe powers hereinabove authorized, designees but if the Bank elects to do any such act or attorneys-in-fact will exercise any such power, it shall not be liable accountable for any acts more than it actually receives as a result of commission or omissionsuch exercise of power, or for any error of judgment or mistake of fact or law, and it shall not be responsible to Borrower except for those arising from the its own gross negligence or willful misconduct of misconduct. All powers conferred upon the Agent or any Lender or any of their agentsBank by this Agreement, designees or attorneys-in-fact. The powers granted hereunder are being coupled with an interest and interest, shall be irrevocable during the term hereof. Agent shall have the right to apply all money or security otherwise due to Borrowers so long as any Obligation of Borrower to the payment of any of Bank shall remain unpaid or the Advances or other sums payable pursuant to Bank is obligated under this Agreement at such time and in such order of application as Agent may determineto extend any credit to the Borrower.

Power of Attorney. Each Borrower hereby irrevocably appoints Agent, and Lender its agents and designees, the true and lawful agents and attorneys-in-fact of such Borrowerattorney, with full powers of substitution, so long as there exists any Event of Default, at Lender’s option and at Borrower’s expense, to demand, collect, receipt for and give renewals, extensions, discharges and releases of any assigned Collateral; to institute and prosecute legal or equitable proceedings to realize upon the assigned Collateral; to sell or compromise, compound or adjust claims with respect to any assigned Collateral or any legal proceedings brought in respect thereof; to do all acts and things which Lender may deem necessary to perfect and continue perfected the interests, pledges and other rights and interests created herein and therein and to protect the Collateral security hereunder or alluded to herein or therein, or in other instruments and documents including, but not limited to, the completion of any security agreements, UCC filings, assignments, pledges, documents, instruments, statements or agreements, and any renewals or extensions thereof, and the insertion of information or terms not inconsistent with the agreement of Lender and Borrower in those and/or other instruments and documents; generally to sell or reassign in whole or in part for cash, credit or property to others or to itself at any public or private sale any of the Collateral as fully and completely as though Lender was the absolute owner thereof for all purposes and to apply all proceeds therefrom to a reduction of the Indebtedness of Borrower. Borrower further irrevocably appoints Lender its true and lawful attorney, with power of substitution, (a) during the continuance of an so long as there exists any Event of Default, to (i) receive, open and dispose take control in any manner of all mail addressed to such Borrower relating any cash or non-cash items or payment or proceeds related to the Collateral, (ii) notify and direct the United States Post Office authorities by notice given in the name of such Borrower and signed on its behalf, to change the address for delivery of all mail addressed to such Borrower relating to the Collateral to an address to be designated by Agent, and to cause such mail to be delivered to such designated address where Agent may open all such mail and remove therefrom any notes, checks, acceptances, drafts, money orders or other instruments in payment of the Collateral in which Agent has a security interest hereunder and any documents relative thereto, with full power ; to endorse the name of such Borrower upon any such notes, acceptances, checks, acceptances, drafts, money order orders, bills of lading, freight bills, chattel paper or other form evidences of payment or on of the Collateral or security of any kind and to effect the deposit and collection thereof, and Agent shall have the further right and power to endorse the name of such Borrower on any documents otherwise relating to such Collateral, (iii) send notices to such Contract Debtors or account debtors, and (iv) do any and all other things necessary or proper to carry out the intent of this Agreementthat may come into Lxxxxx’s possession; and (b) at all times, to (i) sign the name of such Borrower to drafts against Contract Debtors or other account debtors, and execute on behalf of such Borrower assignments, notices of assignments, financing statements and other public records and notices on all other instruments or documents and (ii) do any and all other things necessary or proper to perfect and protect the liens and rights of Agent and Lenders created under this Agreement. Each Borrower agrees that neither Agent or any Lender nor any of its agents, designees or attorneys-in-fact will be liable for any acts of commission or omission, or for any error of judgment or mistake of fact or law, except for those arising from the gross negligence or willful misconduct of the Agent or any Lender or any of their agents, designees or attorneys-in-fact. The powers granted hereunder are coupled with an interest and shall be irrevocable during the term hereof. Agent shall have the right to apply all money or security otherwise due proceeds therefrom to Borrowers to the payment of any a reduction of the Advances Indebtedness of Borrower. Lender may, whenever in its opinion either the market value or other sums payable pursuant the actual value of the Collateral shall be or become unsatisfactory or insufficient to this Agreement at provide ample security, call for additional security, and Borrower agrees to deposit such additional security within such time and as may be specified in such order of application as Agent may determinethe call.

Power of Attorney. Each (a) Subject to subsection (b) below, the Borrower hereby irrevocably appoints the Administrative Agent, and for the benefit of the holders of the Obligations, its agents and designees, the true and lawful agents and attorneys-in-fact of such Borrowerattorney in fact, with full power of substitution, (a) during the continuance of an Event of Default, to (i) receive, open for and dispose of all mail addressed to such Borrower relating to the Collateral, (ii) notify on behalf and direct the United States Post Office authorities by notice given in the name of such Borrower the Borrower, to: (i) endorse and signed on its behalfdeliver to any Person any check, to change the address for delivery of all mail addressed to such Borrower relating to instrument or other paper coming into the Collateral to an address to be designated by Agent's, the Administrative Agent's or any Lender's possession and to cause such mail representing payment made in respect of any Mortgage Note or Take-Out Commitment Document delivered hereunder or in respect of any other Collateral; (ii) prepare, complete, execute, deliver and record any Assignment to be delivered to such designated address where the Collateral Agent, the Administrative Agent may open or to any other Person of any Mortgage relating to any Mortgage Note delivered hereunder as Mortgage Loan Collateral; (iii) endorse and deliver any Mortgage Note as Mortgage Loan Collateral arising as proceeds thereof, and do every other thing necessary or desirable to effect transfer of all such mail and remove therefrom or any notes, checks, acceptances, drafts, money orders or other instruments in payment part of the Mortgage Loan Collateral to the Administrative Agent, for the benefit of the holders of the Obligations, or to any other Person; (iv) take all necessary and appropriate action with respect to all Obligations and the Mortgage Loan Collateral to be delivered to the Collateral Agent or the Administrative Agent or held by the Borrower in which trust for the Administrative Agent has a security interest hereunder and any documents relative theretofor the benefit of the holders of the Obligations; (v) commence, with full power to endorse the name of such Borrower upon any such notesprosecute, checkssettle, acceptancesdiscontinue, draftsdefend, money order or other form of payment or on Collateral or security otherwise dispose of any kind claim relating to any Take-Out Commitment or any other part of the Mortgage Loan Collateral; and (vi) sign the Borrower's name wherever appropriate to effect the deposit and collection thereof, and Agent shall have the further right and power to endorse the name of such Borrower on any documents otherwise relating to such Collateral, (iii) send notices to such Contract Debtors or account debtors, and (iv) do any and all other things necessary or proper to carry out the intent performance of this Agreement; and (b) at all times, to (i) sign the name of such Borrower to drafts against Contract Debtors or other account debtors, and execute on behalf of such Borrower assignments, notices of assignments, financing statements and other public records and notices on all other instruments or documents and (ii) do any and all other things necessary or proper to perfect and protect the liens and rights of Agent and Lenders created under this Agreement. Each Borrower agrees that neither Agent or any Lender nor any of its agents, designees or attorneys-in-fact will be liable for any acts of commission or omission, or for any error of judgment or mistake of fact or law, except for those arising from the gross negligence or willful misconduct of the Agent or any Lender or any of their agents, designees or attorneys-in-fact. The powers granted hereunder are coupled with an interest and shall be irrevocable during the term hereof. Agent shall have the right to apply all money or security otherwise due to Borrowers to the payment of any of the Advances or other sums payable pursuant to this Agreement at such time and in such order of application as Agent may determine.

Power of Attorney. Each Borrower Subject to the terms and conditions herein, the Company hereby appoints Agentand names the Administrator, acting through its authorized officers and its agents and designeesemployees, as the true and Company’s lawful agents and attorneysattorney-in-fact of such Borrowerfact, with full power of substitutionfrom and after the Effective Date for so long as the Administrator is authorized to perform the Services and solely to the extent necessary to provide the Services, (a) during to do any and all lawful acts that the continuance of an Event of DefaultCompany might have done with respect to the Administered Business, and (b) to proceed by all lawful means (i) receive, open to perform any and dispose all of all mail addressed to such Borrower relating the Company’s obligations with respect to the CollateralAdministered Business, (ii) notify to enforce any right and direct the United States Post Office authorities by notice given defend (in the name of such Borrower and signed on its behalfthe Company, to change the address for delivery of all mail addressed to such Borrower relating when necessary) against any liability arising with respect to the Collateral to an address to be designated by Agent, and to cause such mail to be delivered to such designated address where Agent may open all such mail and remove therefrom any notes, checks, acceptances, drafts, money orders or other instruments in payment of the Collateral in which Agent has a security interest hereunder and any documents relative thereto, with full power to endorse the name of such Borrower upon any such notes, checks, acceptances, drafts, money order or other form of payment or on Collateral or security of any kind and to effect the deposit and collection thereof, and Agent shall have the further right and power to endorse the name of such Borrower on any documents otherwise relating to such CollateralAdministered Business, (iii) send notices to such Contract Debtors sxx or account debtorsdefend (in the name of the Company, and when necessary) any Action arising from or relating to the Administered Business, (iv) do to collect any and all sums due or payable to the Company in respect of the Administered Business, (v) to collect any and all Recoveries due or payable under or relating to the Covered Insurance Policies, the Separate Accounts, the portion of the Shared Separate Account that relates to the Covered Insurance Policies or the Existing Reinsurance Agreements with respect to the Covered Insurance Policies; (vi) to sign (in the Company’s name, when necessary) vouchers, receipts, releases and other things necessary or proper papers in connection with any of the foregoing matters, (vii) to carry out enforce the intent rights and perform the obligations of this the Company under the Servicing Agreements and the In-Force Retail Sales Agreement; (viii) to take actions necessary, as may be reasonably determined by the Administrator, to maintain the Covered Insurance Policies, the Separate Accounts, the portion of the Shared Separate Account that relate to the Covered Insurance Policies and the portions of the Existing Reinsurance Agreements that relate to the Covered Insurance Policies in compliance with Applicable Law; (viii) to request rate and form changes for the Covered Insurance Policies pursuant to Sections 3.5 and 3.8 hereof; and (bix) at all times, to (i) sign do everything lawful in connection with the name satisfaction of such Borrower to drafts against Contract Debtors or other account debtors, the Administrator’s obligations and execute on behalf the exercise of such Borrower assignments, notices of assignments, financing statements and other public records and notices on all other instruments or documents and (ii) do any and all other things necessary or proper to perfect and protect the liens and its rights of Agent and Lenders created under this Agreement. Each Borrower agrees that neither Agent or any Lender nor any of its agents, designees or attorneys-in-fact will be liable for any acts of commission or omission, or for any error of judgment or mistake of fact or law, except for those arising from the gross negligence or willful misconduct of the Agent or any Lender or any of their agents, designees or attorneys-in-fact. The powers granted hereunder are coupled with an interest and shall be irrevocable during the term hereof. Agent shall have the right to apply all money or security otherwise due to Borrowers to the payment of any of the Advances or other sums payable pursuant to this Agreement at such time and in such order of application as Agent may determine.

Power of Attorney. Each Borrower The Debtor authorizes the Agent and does hereby appoints make, constitute and appoint the Agent, and its agents and designees, any officer or agent of the true and lawful agents and attorneys-in-fact of such BorrowerAgent, with full power of substitution, as the Debtors true and lawful attorney-in-fact, with power, in its own name or in the name of the Debtor: (a) during to endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the continuance Collateral that may come into possession of an Event t Agent; (b) to sign and endorse any invoice, freight or express xxxx, xxxx of Defaultlading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents relating to Collateral; (ic) to pay or discharge any taxes, liens, security interest or other encumbrances at any time levied or placed on or threatened against the Collateral; (d) to demand, collect, receipt for, compromise, settle and xxx for monies due in respect of the Collateral; (e) to receive, open and dispose of all mail addressed to such Borrower relating the Debtor and to notify the Collateral, (ii) notify and direct the United States Post Office authorities by notice given in the name of such Borrower and signed on its behalf, to change the address for delivery of all mail addressed to the Debtor to such Borrower relating address as the Agent may designate; and (f) generally to do, at the Agents option and at the Debtors expense, at any time, or from time to time, all acts and things which the Agent deems necessary to protect, preserve and realize upon the Collateral to an address to be designated by Agent, and to cause such mail to be delivered to such designated address where Agent may open all such mail and remove therefrom any notes, checks, acceptances, drafts, money orders or other instruments in payment of the Collateral in which Agent has a Secured Parties security interest hereunder and any documents relative thereto, with full power to endorse the name of such Borrower upon any such notes, checks, acceptances, drafts, money therein in order or other form of payment or on Collateral or security of any kind and to effect the deposit and collection thereof, and Agent shall have the further right and power to endorse the name of such Borrower on any documents otherwise relating to such Collateral, (iii) send notices to such Contract Debtors or account debtors, and (iv) do any and all other things necessary or proper to carry out the intent of this Security Agreement, the Guaranty and the Credit Agreement, all as fully and effectually as the Debtor might or could do; and (b) at the Debtor hereby ratifies all times, that said attorney shall lawfully do or cause to (i) sign the name be done by virtue hereof. All acts of such Borrower to drafts against Contract Debtors said attorney or other account debtors, designee are hereby ratified and execute on behalf of such Borrower assignments, notices of assignments, financing statements approved and other public records and notices on all other instruments said attorney or documents and (ii) do any and all other things necessary or proper to perfect and protect the liens and rights of Agent and Lenders created under this Agreement. Each Borrower agrees that neither Agent or any Lender nor any of its agents, designees or attorneys-in-fact will designee shall not be liable for any acts of commission or omission, or nor for any error of or judgment or mistake of fact or law, law except for those arising from the its own gross negligence or willful misconduct misconduct. This power of the Agent or any Lender or any of their agents, designees or attorneys-in-fact. The powers granted hereunder are coupled with an interest and attorney shall be irrevocable during for the term hereof. Agent shall have the right to apply all money or security otherwise due to Borrowers to the payment of this Security Agreement and thereafter as long as any of the Advances or other sums payable pursuant to this Agreement at such time and in such order of application as Agent may determineObligations shall be outstanding.

Power of Attorney. Each Borrower Upon the occurrence of a Default, the Debtor authorizes the Secured Party and does hereby appoints Agentmake, constitute and appoint the Secured Party, and its agents and designees, any officer or agent of the true and lawful agents and attorneys-in-fact of such BorrowerSecured Party, with full power of substitution, as the Debtor's true and lawful attorney-in-fact coupled with an interest, with power, in its own name or in the name of Debtor, upon the occurrence of a Default (a) during the continuance of an Event of Defaultsubject, however, to (i) receive, open and dispose the rights of all mail addressed to such Borrower any holders of superior liens or security interests relating to the Collateral, (ii) notify and direct the United States Post Office authorities by notice given in the name of such Borrower and signed on its behalf, to change the address for delivery of all mail addressed to such Borrower relating to the Collateral to an address to be designated by Agent, and to cause such mail to be delivered to such designated address where Agent may open all such mail and remove therefrom endorse any notes, checks, acceptances, drafts, money orders orders, or other instruments of payment (including payments payable under or in payment respect of any policy of insurance) in respect of the Collateral that may come into possession of the Secured Party; to sign and endorse any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents relating to Collateral; to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Collateral; to demand, collect, receipt for, compromise, settle and xxx for monies due in respect of the Collateral; and, generally, to do, at the Secured Party's option and at the Debtor's expense, at any time, or from time to time, all acts and things which Agent has a the Secured Party deems reasonably necessary to protect, preserve and realize upon the Collateral and the Secured Party's security interest hereunder and any documents relative thereto, with full power to endorse the name of such Borrower upon any such notes, checks, acceptances, drafts, money therein in order or other form of payment or on Collateral or security of any kind and to effect the deposit and collection thereof, and Agent shall have the further right and power to endorse the name of such Borrower on any documents otherwise relating to such Collateral, (iii) send notices to such Contract Debtors or account debtors, and (iv) do any and all other things necessary or proper to carry out the intent of this AgreementAgreement and of the Notes all as fully and effectually as the Debtor might or could do; and (b) at the Debtor hereby ratifies all times, that said attorney shall lawfully do or cause to (i) sign the name be done by virtue hereof. This power of such Borrower to drafts against Contract Debtors or other account debtors, and execute on behalf of such Borrower assignments, notices of assignments, financing statements and other public records and notices on all other instruments or documents and (ii) do any and all other things necessary or proper to perfect and protect the liens and rights of Agent and Lenders created under this Agreement. Each Borrower agrees that neither Agent or any Lender nor any of its agents, designees or attorneys-in-fact will be liable for any acts of commission or omission, or for any error of judgment or mistake of fact or law, except for those arising from the gross negligence or willful misconduct of the Agent or any Lender or any of their agents, designees or attorneys-in-fact. The powers granted hereunder are coupled with an interest and attorney shall be irrevocable during for the term hereof. Agent shall have the right to apply all money or security otherwise due to Borrowers to the payment of this Agreement and thereafter as long as any of the Advances or other sums payable pursuant to this Agreement at such time and in such order of application as Agent may determineSecured Obligations shall be outstanding.

Power of Attorney. Each Borrower The Debtor hereby irrevocably constitutes and appoints Agent, and its agents and designees, the Secured Party (acting through any officer of the Secured Party) as Debtor’s true and lawful agents and attorneys-in-fact of such Borrowerattorney, with full power of substitution, (a) following the occurrence and during the continuance continuation of an Event of Default, . The rights and powers granted the Secured Party by this appointment include but are not limited to the right and power to: (i) receiveprosecute, open and dispose of all mail addressed to such Borrower defend, compromise, or release any action relating to the Collateral, ; (ii) notify and direct the United States Post Office authorities by notice given in the name sign change of such Borrower and signed on its behalf, address forms to change the address for delivery of all to which the Debtor’s mail addressed is to be sent to such Borrower relating to address as the Collateral to an address to be designated by Agent, Secured Party shall designate; receive and to cause such mail to be delivered to such designated address where Agent may open all such mail and remove therefrom any notes, checks, acceptances, drafts, money orders or other instruments in payment of the Collateral in which Agent has a security interest hereunder and any documents relative thereto, with full power to Debtor’s mail; (iii) endorse the name of such Borrower the relevant Debtor in favor of the Secured Party upon any such and all checks, drafts, notes, checks, acceptances, drafts, money order or other form of payment items or on Collateral or security of any kind instruments; sign and to effect the deposit and collection thereof, and Agent shall have the further right and power to endorse the name of such Borrower on the relevant Debtor on, and receive as secured party, any of the Collateral, any invoices, schedules of Collateral, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents otherwise of title respectively relating to such the Collateral, (iii) send notices to such Contract Debtors or account debtors, and ; (iv) do any and all other things necessary or proper to carry out the intent of this Agreement; and (b) at all times, to (i) sign the name of such Borrower the Debtor on any notice to drafts the Debtor’s Account Debtors or; sign the Debtor’s name on any Proof of Claim in Bankruptcy against Contract Debtors or other account debtorsAccount Debtors, and execute on behalf of such Borrower assignments, notices of assignmentslien, financing statements and other public records and notices on claims of mechanic’s liens, or assignments or releases of mechanic’s liens securing the Accounts; (v) take all other instruments such action as may be necessary to obtain the payment of any letter of credit and/or banker’s acceptance of which the Debtor is a beneficiary; (vi) repair, manufacture, assemble, complete, package, deliver, alter or documents supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of the Debtor and (iivii) use, license or transfer any or all General Intangibles of the Debtor. In connection with all powers of attorney described above, the Debtor hereby grants unto the Secured Party (acting through any of its officers) full power to do any and all other things necessary or proper appropriate in connection with the exercise of such powers as fully and effectually as the Debtor might or could do, hereby ratifying all that said attorney shall do or cause to perfect and protect the liens and rights be done by virtue of Agent and Lenders created under this Agreement. Each Borrower agrees that neither Agent No power of attorney set forth above shall be affected by any disability or any Lender nor any of its agentsincapacity suffered by the Debtor and each shall survive the same. All powers conferred upon the Secured Party herein, designees or attorneys-in-fact will be liable for any acts of commission or omission, or for any error of judgment or mistake of fact or law, except for those arising from the gross negligence or willful misconduct of the Agent or any Lender or any of their agents, designees or attorneys-in-fact. The powers granted hereunder are being coupled with an interest and interest, shall be irrevocable during until this Agreement is terminated by a written instrument executed by a duly authorized officer of the term hereofSecured Party. Agent shall have the right to apply all money or security otherwise due to Borrowers Notwithstanding anything herein to the payment contrary, Debtor hereby appoints Secured Party its power of attorney to sign Debtor’s name on any documents necessary to perfect or continue the perfection of any security interest regardless of the Advances whether an Event of Default has occurred until all Obligations have been satisfied in full and Secured Party is under no further obligation to make loans or other sums payable pursuant to this Agreement at such time and in such order of application as Agent may determineadvances hereunder.

Power of Attorney. Each Borrower hereby appoints AgentSubject to the provisions of Section 5.11 of this Agreement regarding the handling of Business Proceedings and Excluded Liabilities, and its agents specifically referencing Section 5.8, Ceding Company does hereby appoint and designeesname Reinsurer, acting through Reinsurer’s authorized officers and employees, as Ceding Company’s lawful attorney in fact with respect to the true rights, duties, privileges and lawful agents obligations of Ceding Company relating to the Reinsured Policies and attorneys-in-fact of such BorrowerOther Agreements, with full power of substitution, (a) during the continuance of an Event of Default, to (i) receive, open to do any and dispose of all mail addressed to such Borrower relating lawful acts that Ceding Company might have done with respect to the CollateralReinsured Policies and Other Agreements, and (ii) notify to proceed by all lawful means (A) to perform any and direct all of Ceding Company’s obligations under the United States Post Office authorities by notice given Reinsured Policies and Other Agreements, (B) to enforce any right and defend against any liability arising under the Reinsured Policies and Other Agreements, (C) to xxx or defend (in the name of such Borrower Ceding Company, when necessary) any action arising under the Reinsured Policies and signed on its behalfOther Agreements, (D) to collect any and all sums due or payable to Ceding Company under the Reinsured Policies and Other Agreements and to quit and release for same, (E) to collect any and all Premiums due or payable under the Reinsured Policies through any automatic charge authorizations or otherwise of persons who own or hold Reinsured Policies, (F) to sign (in Ceding Company’s name, when necessary) vouchers, receipts, releases and other papers in connection with any of the foregoing matters, (G) to take actions necessary, as may be reasonably determined, to change maintain the address Reinsured Policies in compliance with applicable laws and regulations, (H) to request rate changes for delivery of all mail addressed the Reinsured Policies, (I) to such Borrower relating to undertake the Collateral to an address to be designated by Agent, and to cause such mail to be delivered to such designated address where Agent may open all such mail and remove therefrom any notes, checks, acceptances, drafts, money orders or other instruments necessary duties in connection with payment of Commissions in connection with the Collateral Reinsured Policies, (J) to establish and maintain bank accounts in which Agent has a security interest hereunder and any documents relative thereto, with full power to endorse the name of such Borrower upon any such notes, checks, acceptances, drafts, money order or other form Ceding Company and issue drafts and make deposits thereon for the purpose of payment or on Collateral or security of any kind and to effect performing the deposit and collection thereof, and Agent shall have the further right and power to endorse the name of such Borrower on any documents otherwise relating to such Collateral, (iii) send notices to such Contract Debtors or account debtorsAdministrative Services, and (ivK) to do any everything lawful in connection with the satisfaction of the Reinsurer’s obligations and all other things necessary or proper to carry out the intent exercise of this Agreement; and (b) at all times, to (i) sign the name of such Borrower to drafts against Contract Debtors or other account debtors, and execute on behalf of such Borrower assignments, notices of assignments, financing statements and other public records and notices on all other instruments or documents and (ii) do any and all other things necessary or proper to perfect and protect the liens and its rights of Agent and Lenders created under this Agreement. Each Borrower agrees that neither Agent or any Lender nor any of its agents, designees or attorneys-in-fact will be liable for any acts of commission or omission, or for any error of judgment or mistake of fact or law, except for those arising from the gross negligence or willful misconduct of the Agent or any Lender or any of their agents, designees or attorneys-in-fact. The powers granted hereunder are coupled with an interest and shall be irrevocable during the term hereof. Agent shall have the right to apply all money or security otherwise due to Borrowers to the payment of any of the Advances or other sums payable pursuant to this Agreement at such time and in such order of application as Agent may determine.

Power of Attorney. Each Borrower hereby appoints Agent, Effective only upon the occurrence and its agents and designees, the true and lawful agents and attorneys-in-fact of such Borrower, with full power of substitution, (a) during the continuance of an Event of Default, to Borrower hereby irrevocably appoints Bank (iand any of Bank’s designated officers, or employees) receive, as Borrower’s true and lawful attorney to: (a) send requests for verification of Accounts or notify account debtors of Bank’s security interest in the Accounts; (b) receive and open and dispose of all mail addressed to such Borrower for the purpose of collecting the Accounts; (c) notify all account debtors with respect to the Accounts to pay Bank directly; (d) endorse Borrower’s name on any checks or other forms of payment or security that may come into Bank’s possession; (e) sign Borrower’s name on any invoice or xxxx of lading relating to any Account, drafts against account debtors, schedules and assignments of Accounts, verifications of Accounts, and notices to account debtors; (f) make, settle, and adjust all claims under and decisions with respect to Borrower’s policies of insurance; (g) demand, collect, receive, xxx, and give releases to any account debtor for the monies due or which may become due upon or with respect to the Accounts and to compromise, prosecute, or defend any action, claim, case or proceeding relating to the Collateral, Accounts; (iih) notify settle and direct adjust disputes and claims respecting the United States Post Office authorities by notice given in the name of such Borrower and signed on its behalf, to change the address for delivery of all mail addressed to such Borrower relating to the Collateral to an address to be designated by Agent, and to cause such mail to be delivered to such designated address where Agent may open all such mail and remove therefrom any notes, checks, acceptances, drafts, money orders or other instruments in payment of the Collateral in which Agent has a security interest hereunder and any documents relative thereto, accounts directly with full power to endorse the name of such Borrower upon any such notes, checks, acceptances, drafts, money order or other form of payment or on Collateral or security of any kind and to effect the deposit and collection thereof, and Agent shall have the further right and power to endorse the name of such Borrower on any documents otherwise relating to such Collateral, (iii) send notices to such Contract Debtors or account debtors, for amounts and (iv) do any and all other things necessary or proper upon terms which Bank determines to carry out the intent of this Agreementbe reasonable; and (b) at all times, to (i) sign the name sell, assign, transfer, pledge, compromise, discharge or otherwise dispose of such Borrower to drafts against Contract Debtors or other account debtors, and any Collateral; (j) execute on behalf of such Borrower assignmentsany and all instruments, notices of assignmentsdocuments, financing statements and other public records the like to perfect Bank’s interests in the Accounts and notices on all other instruments file, in its sole discretion, one or documents more financing or continuation statements and amendments thereto, relative to any of the Collateral; and (iik) do any all acts and all other things necessary or proper to perfect and protect the liens and rights expedient, in furtherance of Agent and Lenders created under this Agreement. Each Borrower agrees that neither Agent or any Lender nor any of its agents, designees or attorneys-in-fact will be liable for any acts of commission or omission, or for any error of judgment or mistake of fact or law, except for those arising from the gross negligence or willful misconduct of the Agent or any Lender or any of their agents, designees or attorneys-in-factsuch purposes. The powers granted hereunder are appointment of Bank as Borrower’s attorney in fact, and each and every one of Bank’s rights and powers, being coupled with an interest and shall be interest, is irrevocable during the term hereof. Agent shall have the right to apply until all money or security otherwise due to Borrowers to the payment of any of the Advances or other sums payable pursuant Obligations have been fully repaid and performed and Bank’s obligation to this Agreement at such time and in such order of application as Agent may determineprovide Credit Extensions hereunder is terminated.

Power of Attorney. Each Borrower Upon the occurrence of a failure to ----------------- pay an Obligation when due and payable or upon the occurrence of a default hereunder, the Pledgor hereby appoints Agent, and its agents and designees, constitutes the true and lawful agents and attorneysTrustee as the Pledgor's attorney-in-fact of such Borrowerfact, with full power authority in the place and stead of substitution, (a) during the continuance of an Event of Default, to (i) receive, open Pledgor and dispose of all mail addressed to such Borrower relating to the Collateral, (ii) notify and direct the United States Post Office authorities by notice given in the name of such Borrower and signed on its behalfthe Pledgor or otherwise, from time to time in the Trustee's discretion, to change take any action and to execute any instrument that the address for delivery Trustee may deem necessary or advisable to accomplish the purposes of all mail addressed this Agreement, including, without limitation, the following powers: (a) collection of proceeds of any Pledged Collateral; (b) conveyance of any item of Pledged Collateral to any purchaser thereof; (c) giving of any notices or recording of any Liens under Section 5 hereof; and (d) paying or discharging taxes or Liens levied or placed upon the Pledged Collateral and paying the premiums under the QuickBird 2 Insurance, the legality or validity thereof and the amounts necessary to pay or discharge the same to be determined by the Trustee in its sole reasonable discretion, and such Borrower relating payments made by the Trustee to become part of the Obligations of the Pledgor to the Trustee, due and payable immediately upon demand. The Trustee's authority under this Section 7 shall include, without limitation, the authority to endorse and negotiate any checks or instruments representing proceeds of Pledged Collateral in the name of the Pledgor, execute and give receipt for any certificate of ownership or any document constituting Pledged Collateral, transfer title to an address any item of Pledged Collateral, sign the Pledgor's name on all financing statements (to be designated the extent permitted by Agentapplicable law) or any other documents deemed necessary or appropriate by the Trustee to preserve, protect or perfect the security interest in the Pledged Collateral and to file the same, prepare, file and sign the Pledgor's name on any notice of Lien, and to cause such mail take any other actions arising from or incident to be delivered the powers granted to such designated address where Agent may open all such mail and remove therefrom any notes, checks, acceptances, drafts, money orders or other instruments the Trustee in payment of the Collateral in which Agent has a security interest hereunder and any documents relative thereto, with full power to endorse the name of such Borrower upon any such notes, checks, acceptances, drafts, money order or other form of payment or on Collateral or security of any kind and to effect the deposit and collection thereof, and Agent shall have the further right and power to endorse the name of such Borrower on any documents otherwise relating to such Collateral, (iii) send notices to such Contract Debtors or account debtors, and (iv) do any and all other things necessary or proper to carry out the intent of this Agreement; and (b) at all times, to (i) sign the name of such Borrower to drafts against Contract Debtors or other account debtors, and execute on behalf of such Borrower assignments, notices of assignments, financing statements and other public records and notices on all other instruments or documents and (ii) do any and all other things necessary or proper to perfect and protect the liens and rights of Agent and Lenders created under this Agreement. Each Borrower agrees that neither Agent or any Lender nor any This power of its agents, designees or attorneys-in-fact will be liable for any acts of commission or omission, or for any error of judgment or mistake of fact or law, except for those arising from the gross negligence or willful misconduct of the Agent or any Lender or any of their agents, designees or attorneys-in-fact. The powers granted hereunder are attorney is coupled with an interest and shall be is irrevocable during by the term hereofPledgor. Agent shall have the right to apply all money or security otherwise due to Borrowers Notwithstanding anything to the payment of contrary stated herein, the Trustee has no duty or obligation to exercise any of the Advances or other sums payable pursuant to powers stated in this Agreement at such time and in such order of application as Agent may determineSection 7.

Power of Attorney. Each The Borrower hereby irrevocably constitutes and appoints Agent, and its agents and designees, the Lender as the Borrower's true and lawful agents and attorneys-in-fact of such Borrowerattorney, with full power of substitution, (a) during at the continuance sole cost and expense of the Borrower but for the sole benefit of the Lender, upon the occurrence of an Event of DefaultDefault or after DEMAND with respect to Obligations payable on DEMAND, to convert the Collateral into cash, including, without limitation, completing the manufacture or processing of work in process, and the sale (ieither public or private) of all or any portion or portions of the Inventory and other Collateral; to enforce collection of the Collateral, either in its own name or in the name of the Borrower, including, without limitation, executing releases, compromising or settling with any Debtors and prosecuting, defending, compromising or releasing any action relating to the Collateral; to receive, open and dispose of all mail addressed to such the Borrower relating and to take therefrom any remittances or proceeds of Collateral in which the Collateral, (ii) Lender has a security interest; to notify and direct the United States Post Office authorities by notice given in the name of such Borrower and signed on its behalf, to change the address for delivery of all mail addressed to such the Borrower relating to the Collateral to an address to be designated by Agent, and to cause such mail to be delivered to such designated address where Agent may open all such mail and remove therefrom any notes, checks, acceptances, drafts, money orders or other instruments in payment of as the Collateral in which Agent has a security interest hereunder and any documents relative thereto, with full power Lender shall designate to endorse the name of such the Borrower in favor of the Lender upon any such notes, and all checks, acceptances, drafts, money order orders, notes, acceptances or other form instruments of payment the same or on Collateral or security of any kind different nature; to sign and to effect the deposit and collection thereof, and Agent shall have the further right and power to endorse the name of such the Borrower on and to receive as secured party any of the Collateral, any invoices schedules of Collateral, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents otherwise of title of the same or different nature relating to such the Collateral, (iii) send notices ; to such Contract Debtors or account debtors, and (iv) do any and all other things necessary or proper to carry out the intent of this Agreement; and (b) at all times, to (i) sign the name of such the Borrower to drafts against Contract on any notice of the Debtors or other account debtors, on verification of the Collateral; and execute to sign and file or record on behalf of such the Borrower assignments, notices of assignments, any financing statements and or other public records and notices on all other instruments statement in order to perfect or documents and (ii) protect the Lender's security interest. The Lender shall not be obliged to do any of the acts or exercise any of the powers hereinabove authorized, but if the Lender elects to do any such act or exercise any such power, it shall not be accountable for more than it actually receives as a result of such exercise of power, and all other things necessary or proper it shall not be responsible to perfect and protect the liens and rights of Agent and Lenders created under Borrower except for willful misconduct in bad faith. All powers conferred upon the Lender by this Agreement. Each Borrower agrees that neither Agent or any Lender nor any of its agents, designees or attorneys-in-fact will be liable for any acts of commission or omission, or for any error of judgment or mistake of fact or law, except for those arising from the gross negligence or willful misconduct of the Agent or any Lender or any of their agents, designees or attorneys-in-fact. The powers granted hereunder are being coupled with an interest and interest, shall be irrevocable during so long as any Obligation of the term hereof. Agent shall have the right to apply all money or security otherwise due to Borrowers Borrower to the payment of any of the Advances or other sums payable pursuant to this Agreement at such time and in such order of application as Agent may determineLender shall remain unpaid.

Power of Attorney. Each Borrower hereby Grantor irrevocably makes, constitutes and appoints the Collateral Agent (and all officers, employees or agents designated by the Collateral Agent, and its agents and designees, the ) as such Grantor’s true and lawful agents agent and attorneysattorney-in-fact of fact, and in such Borrowercapacity the Collateral Agent shall have the right, with full power of substitutionsubstitution for each Grantor and in each Grantor’s name or otherwise, for the use and benefit of the Collateral Agent and the other Credit Parties, (a) at any time, whether or not a Default or Event of Default has occurred, to make any filing described in SECTION 2.01 of this Agreement and such other documents as the Collateral Agent may deem reasonably necessary or desirable to protect or perfect the interest of the Collateral Agent in the Collateral (subject to the limitations and exceptions set forth herein or in any other Loan Document) and (b) upon the occurrence and during the continuance of an Event of Default, to (i) receiveto demand, open collect, receive payment of, give receipt for and dispose give discharges and releases of all mail addressed to such Borrower relating to or any of the Collateral, ; (ii) notify and direct the United States Post Office authorities by notice given in to sign the name of any Grantor on any invoices, schedules of Collateral, freight or express receipts, or bills of lading storage receipts, warehouse receipts or other documents of title relating to any of the Collateral; (iii) to sign the name of any Grantor on any notice to such Borrower Grantor’s Account Debtors; (iv) to sign the name of any Grantor on any proof of claim in bankruptcy against Account Debtors, and signed on its behalfnotices of lien, claims of mechanic’s liens, or assignments or releases of mechanic’s liens securing the Accounts; (v) to sign change of address forms to change the address for delivery of all to which each Grantor’s mail addressed is to be sent to such Borrower relating to address as the Collateral to an address to be designated by Agent, and to cause such mail to be delivered to such designated address where Agent may open all such mail and remove therefrom any notes, checks, acceptances, drafts, money orders or other instruments in payment of the Collateral in which Agent has a security interest hereunder and any documents relative thereto, with full power to endorse the name of such Borrower upon any such notes, checks, acceptances, drafts, money order or other form of payment or on Collateral or security of any kind and to effect the deposit and collection thereof, and Agent shall have the further right and power to endorse the name of such Borrower on any documents otherwise relating to such Collateral, (iii) send notices to such Contract Debtors or account debtors, and (iv) do any and all other things necessary or proper to carry out the intent of this Agreement; and (b) at all times, to (i) sign the name of such Borrower to drafts against Contract Debtors or other account debtors, and execute on behalf of such Borrower assignments, notices of assignments, financing statements and other public records and notices on all other instruments or documents and (ii) do any and all other things necessary or proper to perfect and protect the liens and rights of Agent and Lenders created under this Agreement. Each Borrower agrees that neither Agent or any Lender nor any of its agents, designees or attorneys-in-fact will be liable for any acts of commission or omission, or for any error of judgment or mistake of fact or law, except for those arising from the gross negligence or willful misconduct of the Agent or any Lender or any of their agents, designees or attorneys-in-fact. The powers granted hereunder are coupled with an interest and shall be irrevocable during the term hereof. Agent shall have the right to apply all money or security otherwise due to Borrowers to the payment of any of the Advances or other sums payable pursuant to this Agreement at such time and in such order of application as Agent may determine.designate;

Power of Attorney. Each Borrower hereby irrevocably appoints Agent, and Lender as its agents and designees, the true and lawful agents and attorneysattorney-in-fact of such Borrowerfact, coupled with full an interest and with power of substitution, (a) to do any and all of the following after the occurrence and during the continuance of an Event of Default, : to (i) receive, open take control in any manner of any cash and dispose noncash items of all mail addressed payment or Proceeds of Collateral which come into Lender's possession; to such Borrower relating to the Collateral, (ii) notify and direct the United States Post Office authorities by notice given in endorse the name of such Borrower on any notes, acceptances, checks, drafts, money orders, chattel paper or other evidences of payment that may come into Lender's possession; to sign Borrower's name on any invoice or document relating to any Collateral, on drafts against customers, and signed on its behalf, notices to customers; to notify the post office authorities to change the address for delivery of Borrower's mail to an address designated by Lender; to receive, open and process all mail addressed to such Borrower relating Borrower; and to do all things necessary to preserve or protect the Collateral to an address to be designated by Agent, and to cause such mail to be delivered to such designated address where Agent may open all such mail and remove therefrom any notes, checks, acceptances, drafts, money orders or other instruments in payment of the Collateral in which Agent has a security interest hereunder and any documents relative thereto, with full power to endorse the name of such Borrower upon any such notes, checks, acceptances, drafts, money order or other form of payment or on Collateral or security of any kind and to effect the deposit and collection thereof, and Agent shall have the further right and power to endorse the name of such Borrower on any documents otherwise relating to such Collateral, (iii) send notices to such Contract Debtors or account debtors, and (iv) do any and all other things necessary or proper to carry out the intent of this Agreement; and (b) at all times, to (i) sign the name of such Borrower to drafts against Contract Debtors or other account debtors, and execute on behalf of such Borrower assignments, notices of assignments, financing statements and other public records and notices on all other instruments or documents and (ii) do any and all other things necessary or proper to perfect and protect the liens and rights of Agent and Lenders created under this Agreement. Each Provided Lender acts in Good Faith, Borrower agrees that ratifies and approves all acts of such attorney, and neither Agent or any Lender nor any of its agents, designees or attorneys-in-fact will the attorney shall be liable for any acts of commission or omission, or omissions nor for any error of judgment or mistake of fact or law, except for those arising from the law absent gross negligence or willful misconduct by Lender. All checks or other forms of remittance so received by Lender shall be endorsed in such manner as Lender may designate. Borrower's signature or name, as may be appropriate, may be inserted by Lender in longhand, in typewriting or by rubber stamp. Every such endorsement, however signed or made, shall be deemed to be the Agent or any valid endorsement of Borrower. Borrower further hereby irrevocably appoints Lender or any of their agents, designees or attorneysas its true and lawful attorney-in-fact. The powers granted hereunder are , coupled with an interest and shall be irrevocable during with power of substitution, for the term hereof. Agent shall have the right purpose, at any time or times, of executing for Borrower, and in Borrower's name, financing statements and amendments thereto with respect to apply all money or security otherwise due to Borrowers to the payment of any of the Advances or other sums payable pursuant to Collateral and filing any of the same. Borrower further agrees that a copy of this Agreement at such time and in such order of application may be filed as Agent may determinea financing statement.

Power of Attorney. Each Borrower In addition to any other powers of attorney contained herein, each Pledgor hereby appoints the Collateral Agent, and its agents and designeesnominee, or any other person whom the true and lawful agents and attorneysCollateral Agent may designate as such Pledgor’s attorney-in-fact of such Borrowerfact, with full power of substitution, (a) and authority upon the occurrence and during the continuance continuation of an any Event of DefaultDefault to ask, demand, collect, receive, receipt for, xxx for, compound and give acquittance for any and all sums or properties which may be or become due, payable or distributable in respect of the Collateral or any part thereof, with full power to settle, adjust or compromise any claim thereunder or therefor as fully as such Pledgor could itself do, to (i) receiveendorse or sign the Pledgor’s name on any assignments, open stock powers or other instruments of transfer and dispose on any checks, notes, acceptances, money orders, drafts, and any other forms of payment or security that may come into the Collateral Agent’s possession in connection with its exercise of remedies, and on all mail addressed documents of satisfaction, discharge or receipt required or requested in connection therewith, and, in its discretion, to such Borrower relating to the Collateralfile any claim or take any other action or proceeding, (ii) notify and direct the United States Post Office authorities by notice given either in its own name or in the name of such Borrower and signed on its behalfPledgor, to change the address for delivery of all mail addressed to such Borrower relating to or otherwise, which the Collateral Agent deems necessary or appropriate to an address collect or otherwise realize upon all or any part of the Collateral, or effect a transfer thereof, or which may be necessary or appropriate to be designated by Agentprotect and preserve the right, title, and to cause such mail to be delivered to such designated address where Agent may open all such mail and remove therefrom any notes, checks, acceptances, drafts, money orders or other instruments in payment interest of the Collateral Agent in which Agent has a and to such Collateral and the security interest hereunder intended to be afforded hereby. Each Pledgor hereby ratifies and any documents relative thereto, with full power to endorse the name approves all acts of such Borrower upon any such notes, checks, acceptances, drafts, money order or other form of payment or on Collateral or security of any kind attorney and to effect the deposit and collection thereof, and Agent shall have the further right and power to endorse the name of such Borrower on any documents otherwise relating to such Collateral, (iii) send notices to such Contract Debtors or account debtors, and (iv) do any and all other things necessary or proper to carry out the intent of this Agreement; and (b) at all times, to (i) sign the name of such Borrower to drafts against Contract Debtors or other account debtors, and execute on behalf of such Borrower assignments, notices of assignments, financing statements and other public records and notices on all other instruments or documents and (ii) do any and all other things necessary or proper to perfect and protect the liens and rights of Agent and Lenders created under this Agreement. Each Borrower agrees that neither the Collateral Agent or any Lender nor any of its agents, designees or attorneys-in-fact such attorney will be liable for any such acts of commission or omission, or omissions nor for any error of judgment or mistake of fact or law, except for those arising from the law other than such person’s gross negligence or willful misconduct misconduct. The Collateral Agent may file one or more financing statements disclosing its security interest in all or any part of the Collateral without any Pledgor’s signature appearing thereon, and each Pledgor also hereby grants the Collateral Agent a power of attorney to execute any such financing statements, and any amendments or supplements thereto, on behalf of such Pledgor without notice thereof to any Lender or any of their agents, designees or attorneys-in-factPledgor. The foregoing powers granted hereunder are of attorney, being coupled with an interest interest, are irrevocable until the Secured Obligations (other than contingent indemnification and shall be irrevocable during the term hereof. Agent shall reimbursement obligations not yet accrued and payable) have the right to apply been fully satisfied and all money or security otherwise due to Borrowers to the payment of any commitments of the Advances Lenders to extend credit to or other sums payable pursuant to this for the account of the Borrower under the Credit Agreement at such time and in such order of application as Agent may determinehave expired or otherwise terminated.

Power of Attorney. Each Borrower hereby irrevocably constitutes and appoints Agent, and its agents and designees, the Lender as Borrower’s true and lawful agents and attorneys-in-fact of such Borrowerattorney, with full power of substitution, (a) during at the continuance sole cost and expense of Borrower but for the sole benefit of the Lender, upon the occurrence of an Event of DefaultDefault or after DEMAND with respect to Obligations payable on DEMAND, to convert the Collateral into cash, including, without limitation, completing the manufacture or processing of work in process, and the sale (ieither public or private) of all or any portion or portions of the inventory and other Collateral; to enforce collection of the Collateral, either in its own name or in the name of Borrower, including, without limitation, executing releases or waivers, compromising or settling with any Debtors and prosecuting, defending, compromising or releasing any action relating to the Collateral; to receive, open and dispose of all mail addressed to such Borrower relating and to take therefrom any remittances or proceeds of Collateral in which the Collateral, (ii) Lender has a security interest; to notify and direct the United States Post Office authorities by notice given in the name of such Borrower and signed on its behalf, to change the address for delivery of all mail addressed to such Borrower relating to the Collateral to an address to be designated by Agent, and to cause such mail to be delivered to such designated address where Agent may open all such mail and remove therefrom any notes, checks, acceptances, drafts, money orders or other instruments in payment of as the Collateral in which Agent has a security interest hereunder and any documents relative thereto, with full power Lender shall designate; to endorse the name of such Borrower in favor of the Lender upon any such notes, and all checks, acceptances, drafts, money order orders, notes, acceptances or other form instruments of payment the same or on Collateral or security of any kind different nature; to sign and to effect the deposit and collection thereof, and Agent shall have the further right and power to endorse the name of such Borrower on and to receive as secured party any of the Collateral, any invoices, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents otherwise of title of the same or different nature relating to such the Collateral, (iii) send notices ; to such Contract Debtors or account debtors, and (iv) do any and all other things necessary or proper to carry out the intent of this Agreement; and (b) at all times, to (i) sign the name of such Borrower to drafts against Contract on any notice of the Debtors or other account debtorson verification of the Collateral; and to sign, if necessary, and execute file or record on behalf of such Borrower assignments, notices of assignments, any financing statements and or other public records and notices on all other instruments statement in order to perfect or documents and (ii) protect the Lender’s security interest. The Lender shall not be obliged to do any and all other things necessary of the acts or proper to perfect and protect the liens and rights of Agent and Lenders created under this Agreement. Each Borrower agrees that neither Agent or any Lender nor exercise any of its agentsthe powers hereinabove authorized, designees but if the Lender elects to do any such act or attorneys-in-fact will exercise any such power, it shall not be liable accountable for any acts more than it actually receives as a result of commission or omissionsuch exercise of power, or for any error of judgment or mistake of fact or law, and it shall not be responsible to Borrower except for those arising from the its own gross negligence or willful misconduct of misconduct. All powers conferred upon the Agent or any Lender or any of their agentsby this Agreement, designees or attorneys-in-fact. The powers granted hereunder are being coupled with an interest and interest, shall be irrevocable during the term hereof. Agent shall have the right to apply all money so long as any Obligation of Borrower or security otherwise due to Borrowers any guarantor or surety to the payment of any of Lender shall remain unpaid or the Advances or other sums payable pursuant to Lender is obligated under this Agreement at such time and in such order of application as Agent may determineto extend any credit to Borrower.

Power of Attorney. Each Borrower hereby appoints Agent, and its agents and designees, the true and lawful agents and attorneys-in-fact of such Borrower, with full power of substitution, (a) to (i) during the continuance of an Event of Default, upon prior written notice to (i) Borrowers, receive, open and dispose of all mail addressed to such Borrower relating to the Collateral, (ii) during the continuance of an Event of Default, upon prior written notice to Borrowers, notify and direct the United States Post Office authorities by notice given in the name of such Borrower and signed on its behalf, to change the address for delivery of all mail addressed to such Borrower relating to the Collateral to an address to be designated by Agent, and to cause such mail to be delivered to such designated address where Agent may open all such mail and remove therefrom any notes, checks, acceptances, drafts, money orders or other instruments in payment of the Collateral in which Agent has a security interest hereunder and any documents relative thereto, with full power to endorse the name of such Borrower upon any such notes, checks, acceptances, drafts, money order or other form of payment or on Collateral or security of any kind and to effect the deposit and collection thereof, and Agent shall have the further right and power to endorse the name of such Borrower on any documents otherwise relating to such Collateral, (iii) during the continuance of an Event of Default, upon prior or contemporaneous written notice to Borrowers, send notices to such Contract Debtors or account debtors, and (iv) during the continuance of an Event of Default, do any and all other things necessary or proper to carry out the intent of this Agreement; and (b) at all times, to (i) sign the name of such Borrower to drafts against Contract Debtors or other account debtors, and execute on behalf of such Borrower assignments, notices of assignments, financing statements and other public records and notices on all other instruments or documents and (ii) do any and all other things necessary or proper to perfect and protect the liens Liens and rights of Agent and Lenders created under this Agreement. Each Borrower agrees that neither Agent or any Lender nor any of its agents, designees or attorneys-in-fact will be liable for any acts of commission or omission, or for any error of judgment or mistake of fact or law, except for those arising from the gross negligence or willful misconduct of the Agent or any Lender or any of their agents, designees or attorneys-in-fact. The powers granted hereunder are coupled with an interest and shall be irrevocable during the term hereof. Agent shall have the right to apply all money or security otherwise due to Borrowers to the payment of any of the Advances or other sums payable pursuant to this Agreement at such time and in such order of application as Agent may determine.

Power of Attorney. Each Borrower The Company hereby irrevocably appoints Agent, and its agents and designees, one representative designated by the true and lawful agents and attorneysMajority Purchasers (which such designated Person the Majority Purchasers may change upon written notice to the Company) as the Company’s attorney-in-fact of such Borrowerfact, with full power and authority in place and stead of substitutionthe Company and in the name of the Company or in the name of any Investor to, (a) during after the continuance occurrence of an Event of Default: (a) endorse the Company’s name on any checks, notes, acceptances, money orders, drafts or other forms of payment or security that may come into an Investor’s possession; (b) sign the Company’s name on any invoice or xxxx of lading relating to any Receivables, drafts against customers, schedules and assignments of Receivables, notices of assignment, financing statements and other public records, verifications of account and notices to or from Customers; (ic) verify the validity, amount or any other matter relating to any Receivable by mail, telephone, telegraph or otherwise with Customers; (d) execute customs declarations and such other documents as may be required to clear Inventory through United States Customs; (e) do all things necessary to carry out this Agreement; (f) continue any insurance existing pursuant to the terms of this Agreement and pay all or any part of the premium therefor and the cost thereof, and any such payment shall be added to the Obligations and bear interest at the rate then in effect under the Notes; and (g) notify the post office authorities to change the address for delivery of the Company’s mail to an address designated by the Majority Purchasers, and to receive, open and dispose of all mail addressed to such Borrower relating the Company. The Company hereby ratifies and approves all acts of the said attorney. The powers conferred on the Investors hereunder are solely to the Collateral, (ii) notify and direct the United States Post Office authorities by notice given protect its interests in the name of such Borrower Collateral and signed on its behalf, shall not impose any duty upon it to change the address for delivery of all mail addressed to such Borrower relating to the Collateral to an address to be designated by Agent, and to cause such mail to be delivered to such designated address where Agent may open all such mail and remove therefrom any notes, checks, acceptances, drafts, money orders or other instruments in payment of the Collateral in which Agent has a security interest hereunder and any documents relative thereto, with full power to endorse the name of such Borrower upon exercise any such notes, checks, acceptances, drafts, money order or other form of payment or on Collateral or security of any kind and to effect powers. Neither the deposit and collection thereof, and Agent shall have Investors nor the further right and power to endorse the name of such Borrower on any documents otherwise relating to such Collateral, (iii) send notices to such Contract Debtors or account debtors, and (iv) do any and all other things necessary or proper to carry out the intent of this Agreement; and (b) at all times, to (i) sign the name of such Borrower to drafts against Contract Debtors or other account debtors, and execute on behalf of such Borrower assignments, notices of assignments, financing statements and other public records and notices on all other instruments or documents and (ii) do any and all other things necessary or proper to perfect and protect the liens and rights of Agent and Lenders created under this Agreement. Each Borrower agrees that neither Agent or any Lender nor any of its agents, designees or attorneys-in-fact said attorney will be liable for any acts of commission or omission, omissions or for any error of judgment or mistake of fact or law, except for those arising from the law absent gross negligence or willful misconduct of the Agent or any Lender or any of their agentsintentional misconduct. This power, designees or attorneys-in-fact. The powers granted hereunder are being coupled with an interest interest, is irrevocable so long as any Receivable which is assigned to an Investor or in which an Investor has a Security Interest remains unpaid and shall be irrevocable during until the term hereof. Agent shall Obligations have the right to apply all money or security otherwise due to Borrowers to the payment of any of the Advances or other sums payable pursuant to this Agreement at such time and in such order of application as Agent may determinebeen fully satisfied.

Power of Attorney. Each Borrower hereby irrevocably constitutes and appoints Agent, and its agents and designees, the Lender as Borrower’s true and lawful agents and attorneys-in-fact of such Borrowerattorney, with full power of substitution, (a) during at the continuance sole cost and expense of Borrower but for the sole benefit of Lender, upon the occurrence of an Event of DefaultDefault which has not been cured or waived by Lender, to convert the Collateral into cash, including, without limitation, completing the manufacture or processing of work in process, and the sale (ieither public or private) of all or any portion or portions of the Collateral (subject to the notice and other terms provided in Section 6.2, above); to enforce collection of the Collateral, either in its own name or in the name of Borrower, including, without limitation, executing releases or waivers, compromising or settling with any Consumers and prosecuting, defending, compromising or releasing any action relating to the Collateral; to receive, open and dispose of all mail addressed to such Borrower relating to the Collateral, (ii) notify and direct the United States Post Office authorities by notice given in the name of such Borrower and signed on its behalf, to take therefrom any remittances or proceeds of Collateral in which Lender has a security interest; to notify applicable postal authorities to change the address for delivery of all mail addressed to such Borrower relating to the Collateral to an address to be designated by Agent, and to cause such mail to be delivered to such designated address where Agent may open all such mail and remove therefrom any notes, checks, acceptances, drafts, money orders or other instruments in payment of the Collateral in which Agent has a security interest hereunder and any documents relative thereto, with full power as Lender shall designate; to endorse the name of such Borrower in favor of Lender upon any such notes, and all checks, acceptances, drafts, money order orders, notes, acceptances or other form instruments of payment the same or on Collateral or security of any kind different nature; to sign and to effect the deposit and collection thereof, and Agent shall have the further right and power to endorse the name of such Borrower on and to receive as secured party any of the Collateral, any invoices, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents otherwise of title of the same or different nature relating to such the Collateral, (iii) send notices ; to such Contract Debtors or account debtors, and (iv) do any and all other things necessary or proper to carry out the intent of this Agreement; and (b) at all times, to (i) sign the name of such Borrower on any notice of the Consumers or on verification of the Collateral; and to drafts against Contract Debtors or other account debtorssign, if necessary, and execute file or record on behalf of such Borrower assignments, notices of assignments, any financing statements and or other public records and notices on all other instruments statement in order to perfect or documents and (ii) protect Xxxxxx’s security interest. Lender shall not be obliged to do any and all other things necessary of the acts or proper to perfect and protect the liens and rights of Agent and Lenders created under this Agreement. Each Borrower agrees that neither Agent or any Lender nor exercise any of its agentsthe powers hereinabove authorized, designees but if Lender elects to do any such act or attorneysexercise any such power, it shall not be accountable for more than it actually receives as a result of such exercise of power, and it shall not be entitled to collect more than an amount equal to the then outstanding Obligations, and any sums received in excess of the then-in-fact will outstanding Obligations shall be liable for returned to Borrower, and it shall not be responsible to Borrower or to any acts other party (and shall be and is hereby indemnified by Borrower against any such responsibility to any other party) except in the event that Xxxxxx has been determined, with finality, by a court of commission or omissioncompetent jurisdiction, or for any error of judgment or mistake of fact or law, except for those arising from the that Xxxxxx has committed gross negligence or willful misconduct of the Agent or any misconduct. All powers conferred upon Lender or any of their agentsby this Agreement, designees or attorneys-in-fact. The powers granted hereunder are being coupled with an interest and interest, shall be irrevocable during the term hereof. Agent so long as any Obligation of Borrower or any surety to Lender shall have the right to apply all money remain unpaid or security otherwise due to Borrowers to the payment of any of the Advances or other sums payable pursuant to Lender are obligated under this Agreement at such time and in such order of application as Agent may determineto extend any credit to Borrower.

Power of Attorney. Each Borrower Pledgor hereby appoints Agent, and its agents and designees, the true and lawful agents and attorneysSecured Party as such Xxxxxxx’s attorney-in-fact of such Borrowerfact, with full power of substitution, (a) during the continuance of which appointment is irrevocable and coupled with an Event of Defaultinterest, to (i) receive, open and dispose do each of all mail addressed to such Borrower relating to the Collateral, (ii) notify and direct the United States Post Office authorities by notice given following in the name of such Borrower Pledgor or in the name of the Secured Party or otherwise, for the use and signed on its behalfbenefit of the Secured Party, but at the cost and expense of the Pledgors, and without notice to the Pledgors: (i) notify the debtors and other Persons obligated to make payments in respect of any of the Pledged Collateral to make payments of principal, interest, or other amounts in respect of the Pledged Collateral directly to the Secured Party; (ii) take control of the cash and non-cash Proceeds of any of the Pledged Collateral; (iii) renew, extend or compromise any of the Pledged Collateral or deal with the same as the Secured Party may deem advisable; (iv) release, exchange, convert, substitute, or surrender all or any part of the Pledged Collateral; (v) remove from any Pledgor’s places of business any or all of such Pledgor’s books and records relating to the Pledged Collateral without cost or expense to the Secured Party; (vi) make such use of any Pledgor’s places of business as may be reasonably necessary to administer, control and collect the Pledged Collateral; (vii) demand, collect, give receipt for, and give renewals, extensions, discharges and releases of any of the Pledged Collateral; (viii) institute and prosecute legal and equitable proceedings to enforce collection of, or realize upon, any of the Pledged Collateral; (ix) settle, renew, extend, compromise, compound, exchange or adjust claims with respect to any of the Pledged Collateral or any legal proceedings brought with respect thereto; (x) indorse the name of any Pledgor upon any bank check or other item of payment relating to the Pledged Collateral or any principal, interest, or other amount, or upon any proof of claim in bankruptcy against any Account Debtor or any Person obligated to pay a Promissory Note or other Instrument; and (xi) receive and open all mail addressed to any Pledgor and notify the postal authorities to change the address for the delivery of all mail addressed to any Pledgor to such Borrower relating address as the Secured Party may designate. The Secured Party agrees that it shall not exercise any power or authority granted under this power of attorney unless a Default has occurred and then only during the pendency of such Default thereafter. The power of attorney given to the Collateral Secured Party in this Section 2.06 is in addition to an address any other power of attorney that may be granted to be designated by Agent, and to cause such mail to be delivered to such designated address where Agent may open all such mail and remove therefrom any notes, checks, acceptances, drafts, money orders or other instruments in payment of the Collateral in which Agent has a security interest hereunder and any documents relative thereto, with full power to endorse the name of such Borrower upon any such notes, checks, acceptances, drafts, money order or other form of payment or on Collateral or security of any kind and to effect the deposit and collection thereof, and Agent shall have the further right and power to endorse the name of such Borrower on any documents otherwise relating to such Collateral, (iii) send notices to such Contract Debtors or account debtors, and (iv) do any and all other things necessary or proper to carry out the intent of this Agreement; and (b) at all times, to (i) sign the name of such Borrower to drafts against Contract Debtors or other account debtors, and execute on behalf of such Borrower assignments, notices of assignments, financing statements and other public records and notices on all other instruments or documents and (ii) do any and all other things necessary or proper to perfect and protect the liens and rights of Agent and Lenders created Secured Party under this Agreement. Each Borrower agrees that neither Agent Agreement or any Lender other Transaction Document. Neither the Secured Party nor any of its agentsthe Secured Party’s affiliates, designees owners, directors, managers, officers, employees, agents or attorneys-in-fact will representatives shall be responsible or liable to any Pledgor for any acts act or failure to act under any power of commission attorney or omission, or for any error of judgment or mistake of fact or lawotherwise, except for those arising from the in respect of damages attributable solely to its or their own gross negligence or willful misconduct as finally determined by a court of the Agent competent jurisdiction, nor shall they be responsible or liable for any Lender indirect, special, consequential, exemplary or any of their agents, designees or attorneys-in-fact. The powers granted hereunder are coupled with an interest and shall be irrevocable during the term hereof. Agent shall have the right to apply all money or security otherwise due to Borrowers to the payment punitive damages of any of the Advances or other sums payable pursuant to this Agreement at such time and in such order of application as Agent may determinekind.

Power of Attorney. Each Borrower hereby irrevocably designates and appoints Agent, Lender (and its agents and designees, the all persons designated by Lender) as Borrower’s true and lawful agents and attorneysattorney-in-fact of such fact, and authorizes Lender, in Borrower’s or Lender’s name, with full power of substitution, to: (a) during the continuance of at any time an Event of Default, to Default has occurred and is continuing (i) receivedemand payment on Accounts or other proceeds of Inventory or other Collateral, (ii) enforce payment of Accounts by legal proceedings or otherwise, (iii) exercise all of Borrower’s rights and remedies to collect any Account or other Collateral, (iv) sell or assign any Account upon such terms, for such amount and at such time or times as Lender deems advisable, (v) settle, adjust, compromise, extend or renew an Account, (vi) discharge and release any Account, (vii) prepare, file and sign Borrower’s name on any proof of claim in bankruptcy or other similar document against an account debtor, (viii) notify the post office authorities to change the address for delivery of Borrower’s mail to an address designated by Lender, and open and dispose of all mail addressed to such Borrower; provided, that, Borrower relating will be notified by Lender and Borrower, at its option, may be present at any time that Lender exercises its right to open mail as provided herein and Lender shall return any mail to Borrower which does not include a payment or other collection or otherwise relate to the Collateral, and (iiix) notify do all acts and direct the United States Post Office authorities by notice given things which are necessary, in the name of such Borrower and signed on its behalfLender’s determination, to change fulfill Borrower’s obligations under this Agreement and the address for delivery of all mail addressed to such Borrower relating to the Collateral to an address to be designated by Agent, and to cause such mail to be delivered to such designated address where Agent may open all such mail and remove therefrom any notes, checks, acceptances, drafts, money orders or other instruments in payment of the Collateral in which Agent has a security interest hereunder and any documents relative thereto, with full power to endorse the name of such Borrower upon any such notes, checks, acceptances, drafts, money order or other form of payment or on Collateral or security of any kind and to effect the deposit and collection thereof, and Agent shall have the further right and power to endorse the name of such Borrower on any documents otherwise relating to such Collateral, (iii) send notices to such Contract Debtors or account debtors, and (iv) do any and all other things necessary or proper to carry out the intent of this Agreement; Financing Agreements and (b) at all times, any time to (i) sign take control in any manner of any item of payment relating to the name of such Borrower to drafts against Contract Debtors Collateral or other account debtorsProceeds, and execute on behalf of such Borrower assignments, notices of assignments, financing statements and other public records and notices on all other instruments or documents and (ii) do have access to any lockbox or postal box into which Borrower’s mail is deposited, (iii) endorse Borrower’s name upon any items of payment relating to the Collateral or Proceeds thereof and all deposit the same in Lender’s account for application to the Obligations, (iv) endorse Borrower’s name upon any chattel paper, document, instrument, invoice, or similar document or agreement relating to any Account or any goods pertaining thereto or any other things necessary Collateral, (v) sign Borrower’s name on any verification of Accounts and notices thereof to account debtors and (vi) execute in Borrower’s name and file any UCC financing statements or proper amendments thereto relating to perfect the Collateral. Borrower hereby releases Lender and protect the liens its officers, employees and rights of Agent and Lenders created designees from any liabilities arising from any act or acts under this Agreement. Each Borrower agrees that neither Agent power of attorney and in furtherance thereof, whether of omission or any Lender nor any of its agents, designees or attorneys-in-fact will be liable for any acts of commission or omission, or for any error of judgment or mistake of fact or lawcommission, except for those arising from the as a result of Lender’s own gross negligence or willful misconduct of the Agent or any Lender or any of their agents, designees or attorneys-in-fact. The powers granted hereunder are coupled with an interest and shall be irrevocable during the term hereof. Agent shall have the right to apply all money or security otherwise due to Borrowers to the payment of any of the Advances or other sums payable as determined pursuant to this Agreement at such time and in such a final non-appealable order of application as Agent may determinea court of competent jurisdiction.

Power of Attorney. Each Borrower of the officers of FGI is hereby appoints Agentirrevocably made, constituted and its agents and designees, appointed the true and lawful agents and attorneys-in-fact attorney for Seller (without requiring any of such Borrower, them to act as such) with full power of substitution, substitution to do the following: (a) endorse the name of Seller upon any and all checks, drafts, money orders and other instruments for the payment of monies that are payable to Seller and constitute collections on Seller’s Accounts or proceeds of other Collateral including checks or other payment instruments received by FGI pursuant to this Agreement; (b) execute and/or file in the name of Seller any financing statements, schedules, assignments, instruments, documents and statements that Seller is obligated to give FGI hereunder or is necessary to perfect (or continue or evidence the perfection of such security interest or Lien) FGI’s security interest or Lien in the Collateral; (c) receive, open and dispose of any mail addressed to Seller and put FGI’s address on any statements mailed to Account Debtors; (d) pay, settle, compromise, prosecute or defend any action, claim, conditional waiver and release, or proceeding relating to Purchased Accounts or Collateral; (e) during the continuance of an Event of Default, to (i) receivenotify, open and dispose of all mail addressed to such Borrower relating to the Collateral, (ii) notify and direct the United States Post Office authorities by notice given in the name of such Borrower and signed on its behalfthe Seller, the U.S. Post Office to change the address for delivery of all mail addressed to such Borrower relating to the Collateral to an address to be designated by Agent, and to cause such mail to be delivered Seller to such designated address where Agent as FGI may open designate, however, FGI shall turn over to Seller all such mail and remove therefrom not relating to Purchased Accounts or Collateral; (f) effect debits to any notes, checks, acceptances, drafts, money orders demand deposit or other instruments deposit account that Seller or any Guarantor maintains at any bank for any sums due to or from the Seller under this Agreement and (g) during the continuance of an Event of Default, do such other and further acts and deeds in payment of the Collateral in which Agent has a security interest hereunder and any documents relative thereto, with full power to endorse the name of such Borrower upon Seller that FGI may reasonably deem necessary or desirable to enforce any such notes, checks, acceptances, drafts, money order Account or other form of payment or on Collateral or security of any kind and to effect the deposit and collection thereof, and Agent shall have the further right and power to endorse the name of such Borrower on any documents otherwise relating to such Collateral, (iii) send notices to such Contract Debtors or account debtors, and (iv) do any and all other things necessary or proper to carry out the intent of this Agreement; and (b) at all times, to (i) sign the name of such Borrower to drafts against Contract Debtors or other account debtors, and execute on behalf of such Borrower assignments, notices of assignments, financing statements and other public records and notices on all other instruments or documents and (ii) do any and all other things necessary or proper to perfect and protect the liens and rights of Agent and Lenders created under this Agreement. Each Borrower agrees that neither Agent or any Lender nor any of its agents, designees or attorneys-in-fact will be liable for any acts of commission or omission, or for any error of judgment or mistake of fact or law, except for those arising from the gross negligence or willful misconduct of the Agent or any Lender or any of their agents, designees or attorneys-in-fact. The powers and authority granted hereunder to FGI herein are coupled with an interest and shall be are irrevocable during the term hereof. Agent shall have the right to apply all money or security otherwise due to Borrowers to the payment of any of the Advances or other sums payable pursuant to until this Agreement at such time is terminated and in such order of application as Agent may determineall Obligations are fully satisfied.

Power of Attorney. Each Borrower Pledgor hereby appoints Agent, and its agents and designees, the true and lawful agents and attorneysSecured Party as such Xxxxxxx’s attorney-in-fact of such Borrowerfact, with full power of substitution, (a) during the continuance of which appointment is irrevocable and coupled with an Event of Defaultinterest, to (i) receive, open and dispose do each of all mail addressed to such Borrower relating to the Collateral, (ii) notify and direct the United States Post Office authorities by notice given following in the name of such Borrower Pledgor or in the name of the Secured Party or otherwise, for the use and signed on its behalfbenefit of the Secured Party, but at the cost and expense of the Pledgors, and without notice to the Pledgors: (i) notify the Issuers and other Persons obligated to make payments in respect of any of the Pledged Collateral to make payments of Dividends, distributions, principal, interest, or other amounts in respect of the Pledged Collateral directly to the Secured Party; (ii) take control of the cash and non-cash Proceeds of any of the Pledged Collateral; (iii) renew, extend or compromise any of the Pledged Collateral or deal with the same as the Secured Party may deem advisable; (iv) release, exchange, convert, substitute, or surrender all or any part of the Pledged Collateral; (v) remove from any Pledgor’s places of business any or all of such Pledgor’s books and records relating to the Pledged Collateral without cost or expense to the Secured Party; (vi) make such use of any Pledgor’s places of business as may be reasonably necessary to administer, control and collect the Pledged Collateral; (vii) demand, collect, give receipt for, and give renewals, extensions, discharges and releases of any of the Pledged Collateral; (viii) institute and prosecute legal and equitable proceedings to enforce collection of, or realize upon, any of the Pledged Collateral; (ix) settle, renew, extend, compromise, compound, exchange or adjust claims with respect to any of the Pledged Collateral or any legal proceedings brought with respect thereto; (x) indorse the name of any Pledgor upon any bank check or other item of payment relating to the Pledged Collateral or any Dividend, distribution, principal, interest, or other amount, or upon any proof of claim in bankruptcy against any Account Debtor or any Person obligated to pay a Promissory Note or other Instrument; and (xi) receive and open all mail addressed to any Pledgor and notify the postal authorities to change the address for the delivery of all mail addressed to any Pledgor to such Borrower relating address as the Secured Party may designate. The Secured Party agrees that it shall not exercise any power or authority granted under this power of attorney unless a Default has occurred and then only during the pendency of such Default thereafter. The power of attorney given to the Collateral Secured Party in this Section 2.06 is in addition to an address any other power of attorney that may be granted to be designated by Agent, and to cause such mail to be delivered to such designated address where Agent may open all such mail and remove therefrom any notes, checks, acceptances, drafts, money orders or other instruments in payment of the Collateral in which Agent has a security interest hereunder and any documents relative thereto, with full power to endorse the name of such Borrower upon any such notes, checks, acceptances, drafts, money order or other form of payment or on Collateral or security of any kind and to effect the deposit and collection thereof, and Agent shall have the further right and power to endorse the name of such Borrower on any documents otherwise relating to such Collateral, (iii) send notices to such Contract Debtors or account debtors, and (iv) do any and all other things necessary or proper to carry out the intent of this Agreement; and (b) at all times, to (i) sign the name of such Borrower to drafts against Contract Debtors or other account debtors, and execute on behalf of such Borrower assignments, notices of assignments, financing statements and other public records and notices on all other instruments or documents and (ii) do any and all other things necessary or proper to perfect and protect the liens and rights of Agent and Lenders created Secured Party under this Agreement. Each Borrower agrees that neither Agent Agreement or any Lender other Transaction Document. Neither the Secured Party nor any of its agentsthe Secured Party’s affiliates, designees owners, directors, managers, officers, employees, agents or attorneys-in-fact will representatives shall be responsible or liable to any Pledgor for any acts act or failure to act under any power of commission attorney or omission, or for any error of judgment or mistake of fact or lawotherwise, except for those arising from the in respect of damages attributable solely to its or their own gross negligence or willful misconduct as finally determined by a court of the Agent competent jurisdiction, nor shall they be responsible or liable for any Lender indirect, special, consequential, exemplary or any of their agents, designees or attorneys-in-fact. The powers granted hereunder are coupled with an interest and shall be irrevocable during the term hereof. Agent shall have the right to apply all money or security otherwise due to Borrowers to the payment punitive damages of any of the Advances or other sums payable pursuant to this Agreement at such time and in such order of application as Agent may determinekind.

Power of Attorney. Each Borrower hereby irrevocably constitutes and appoints Agent, and its agents and designees, the DIP Lender as Borrower’s true and lawful agents and attorneys-in-fact of such Borrowerattorney, with full power of substitution, (a) at the sole cost and expense of Borrower but for the sole benefit of DIP Lender, upon the occurrence and during the continuance continuation of an Event of DefaultDefault which has not been cured or waived by DIP Lender, to convert the Collateral into cash, including, without limitation, completing the manufacture or processing of work in process, and the sale (ieither public or private) of all or any portion or portions of the Collateral (subject to the notice and other terms provided in Section 8.1, above); to enforce collection of the Collateral, either in its own name or in the name of Borrower, including, without limitation, executing releases or waivers, compromising or settling with any Account Debtors and prosecuting, defending, compromising or releasing any action relating to the Collateral; to receive, open and dispose of all mail addressed to such Borrower relating to the Collateral, (ii) notify and direct the United States Post Office authorities by notice given in the name of such Borrower and signed on its behalf, to take therefrom any remittances or proceeds of Collateral in which DIP Lender has a security interest; to notify applicable postal authorities to change the address for delivery of all mail addressed to such Borrower relating to the Collateral to an address to be designated by Agent, and to cause such mail to be delivered to such designated address where Agent may open all such mail and remove therefrom any notes, checks, acceptances, drafts, money orders or other instruments in payment of the Collateral in which Agent has a security interest hereunder and any documents relative thereto, with full power as DIP Lender shall designate; to endorse the name of such Borrower in favor of DIP Lender upon any such notes, and all checks, acceptances, drafts, money order orders, notes, acceptances or other form instruments of payment the same or on Collateral or security of any kind different nature; to sign and to effect the deposit and collection thereof, and Agent shall have the further right and power to endorse the name of such Borrower on and to receive as secured party any of the Collateral, any invoices, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents otherwise of title of the same or different nature relating to such the Collateral, (iii) send notices ; to such Contract Debtors or account debtors, and (iv) do any and all other things necessary or proper to carry out the intent of this Agreement; and (b) at all times, to (i) sign the name of such Borrower to drafts against Contract on any notice of the Account Debtors or other account debtorson verification of the Collateral; and to sign, if necessary, and execute file or record on behalf of such Borrower assignments, notices of assignments, any financing statements and or other public records and notices on all other instruments statement in order to perfect or documents and (ii) protect DIP Lender’s security interest. DIP Lender shall not be obliged to do any and all other things necessary of the acts or proper to perfect and protect the liens and rights of Agent and Lenders created under this Agreement. Each Borrower agrees that neither Agent or any Lender nor exercise any of its agentsthe powers hereinabove authorized, designees but if DIP Lender elects to do any such act or attorneysexercise any such power, it shall not be accountable for more than it actually receives as a result of such exercise of power, and it shall not be entitled to collect more than an amount equal to the then outstanding Obligations, and any sums received in excess of the then-in-fact will outstanding Obligations shall be liable for returned to Borrower, and it shall not be responsible to Borrower or to any acts other party (and shall be and is hereby indemnified by Borrower against any such responsibility to any other party) except in the event that such DIP Lender has been determined, with finality, by a court of commission or omissioncompetent jurisdiction, or for any error of judgment or mistake of fact or law, except for those arising from the that such DIP Lender has committed gross negligence or willful misconduct of the Agent or any misconduct. All powers conferred upon DIP Lender or any of their agentsby this Agreement, designees or attorneys-in-fact. The powers granted hereunder are being coupled with an interest and interest, shall be irrevocable during the term hereof. Agent so long as any Obligation of Borrower or any surety to DIP Lender shall have the right to apply all money remain unpaid or security otherwise due to Borrowers to the payment of any of the Advances or other sums payable pursuant to DIP Lender are obligated under this Agreement at such time and in such order of application as Agent may determineto extend any credit to Borrower.

Power of Attorney. Each Borrower hereby appoints AgentSeller grants to Buyer an irrevocable power of attorney coupled with an interest authorizing and permitting Buyer (acting through any of its employees, attorneys or agents) at any time, at its option but without obligation, with or without notice to Seller, and its agents and designeesat Seller’s sole expense, to do any or all of the true and lawful agents and attorneys-in-fact of such Borrowerfollowing, with full power of substitution, in Seller’s name or otherwise (a) during Execute on behalf of Seller any document that Buyer may, in its sole discretion, deem advisable in order to perfect, maintain or improve Buyer’s security interests in the continuance Collateral or other real or personal property intended to constitute Collateral, or in order to exercise a right of Seller or Buyer, or in order to fully consummate all the transactions contemplated under this Agreement, and all other present and future agreements; (b) At any time after the occurrence of an Event of Default, execute on behalf of Seller any document exercising, transferring or assigning any option to (i) receivepurchase, open and sell or otherwise dispose of or to lease (as lessor or lessee) any real or personal property; (c) Execute on behalf of Seller, any invoices relating to any Receivable, any draft against any Account Debtor and any notice to any Account Debtor, any proof of claim in bankruptcy, voting rights in any bankruptcy case, any Notice of Lien, claim of mechanic’s, materialman’s or other lien, or assignment of satisfaction of mechanic’s, materialman’s or other lien; (d) Take control in any manner of any cash or non-cash items of payment or proceeds of Collateral; endorse the name of Seller upon any instruments, notes, acceptances, checks, drafts, money orders, bills of lading, freight bills, chattel paper or other documents, evidence of payment or Collateral that may come into Buyer’s possession; (e) Upon the occurrence of any Event of Default, to receive and open all mail addressed to Seller; and, in the exercise of such Borrower right, Buyer shall have the right, in the name of Seller, to notify the Post Office authorities to change the address for the delivery of mail addressed to Seller to such other address as Buyer may designate including, but not limited to, Buyer’s own address; Buyer shall turn over to Seller all of such mail not relating to the Collateral, (ii) ; such right to redirect mail granted to Buyer is irrevocable and Seller shall not have the right to notify and direct the United States Post Office authorities by notice given in the name of such Borrower and signed on its behalf, to change the address for delivery after Buyer has exercised such right; (f) Upon the occurrence of any Event of Default, to direct any financial institution which is a participant with Buyer in extensions of credit to or for the benefit of Seller, or which is the institution with which any deposit account is maintained, to pay to Buyer all mail addressed monies on deposit by Seller with said financial institution which are payable by said financial institution to such Borrower relating Seller, regardless of any loss of interest, charge or penalty as a result of payment before maturity; (g) Endorse all checks and other forms of remittances received by Buyer “Pay to the Collateral Order of Bay View Funding,” or in such other manner as Buyer may designate; (h) Pay, contest or settle any lien, charge, encumbrance, security interest and adverse claim in or to an address any of the Collateral, or any judgment based thereon, or otherwise take any action to be designated by Agentterminate or discharge the same; (i) Grant extensions of time to pay, compromise claims and settle Receivables and the like for less than face value and execute all releases and other documents in connection therewith; (j) Pay any sums required on account of Seller’s taxes or to secure the release of any liens therefore, or both; (k) Settle and adjust, and give releases of, any insurance claim that relates to cause such mail to be delivered to such designated address where Agent may open all such mail and remove therefrom any notes, checks, acceptances, drafts, money orders or other instruments in payment of the Collateral in which Agent has a security interest hereunder and any documents relative theretoobtain payment therefore, and make all determinations and decisions with full power respect to endorse the name of such Borrower upon any such notespolicy of insurance and endorse Seller’s name on any check, checksdraft, acceptances, drafts, money order instrument or other form item of payment or on Collateral the proceeds of such policies of insurance; (l) Instruct any accountant or security other third party having custody or control of any kind books or records belonging to, or relating to, Seller to give Buyer the same rights of access and to effect the deposit and collection thereof, and Agent shall have the further right and power to endorse the name of such Borrower on any documents otherwise relating to such Collateral, (iii) send notices to such Contract Debtors or account debtors, and (iv) do any and all other things necessary or proper to carry out the intent rights with respect thereto as Buyer has under Section 6.2.9 of this Agreement; and (bm) at all times, Take any action or pay any sum required of Seller pursuant to (i) sign the name of such Borrower to drafts against Contract Debtors or other account debtorsthis Agreement, and execute on behalf of such Borrower assignments, notices of assignments, financing statements any other present or future agreements. Any and other public records all sums paid and notices on all other instruments or documents and (ii) do any and all other things necessary or proper costs expenses, liabilities, obligations and attorneys’ fees incurred by Buyer with respect to perfect the foregoing shall be added to and protect the liens and rights of Agent and Lenders created under this Agreement. Each Borrower agrees that neither Agent or any Lender nor any of its agents, designees or attorneys-in-fact will be liable for any acts of commission or omission, or for any error of judgment or mistake of fact or law, except for those arising from the gross negligence or willful misconduct become part of the Agent or any Lender Obligations and shall be payable on demand. In no event shall Buyer’s rights under the foregoing power of attorney or any of their agents, designees or attorneys-in-fact. The powers granted hereunder are coupled with an interest and shall Buyer’s other rights under this Agreement be irrevocable during the term hereof. Agent shall have the right deemed to apply all money or security otherwise due to Borrowers to the payment of any indicate that Buyer is in control of the Advances or other sums payable pursuant to this Agreement at such time and in such order business, management of application as Agent may determineproperties of Seller.

Power of Attorney. Each The Borrower hereby irrevocably constitutes and appoints Agent, and its agents and designees, the Bank as the Borrower's true and lawful agents and attorneys-in-fact of such Borrowerattorney, with full power of substitution, (a) during at the continuance sole cost and expense of the Borrower but for the sole benefit of the Bank, upon the occurrence or an Event of DefaultDefault or altar DEMAND with respect to Obligations payable on DEMAND, to convert the Collateral into cash, including, without limitation, completing the manufacture or processing of work in process, and the sale (i) either public or private)( of all or any portion or portions of the inventory and other Collateral; to enforce collection of Collateral, either in its own name or in the name of the Borrower, including without limitation, executing releases or waivers, compromising or settling with any Debtors and prosecuting, defending, compromising or releasing any action relating to the Collateral; to receive, open upon and dispose of all mail addressed to such the Borrower relating and to make therefrom any remittances r proceeds of Collateral in which the Collateral, (ii) Bank has a security interest; to notify and direct the United States Post Office authorities by notice given in the name of such Borrower and signed on its behalf, to change the address for delivery of all mail addressed to such the Borrower relating to the Collateral to an address to be designated by Agent, and to cause such mail to be delivered to such designated address where Agent may open all such mail and remove therefrom any notes, checks, acceptances, drafts, money orders or other instruments in payment of as the Collateral in which Agent has a security interest hereunder and any documents relative thereto, with full power Bank shall designate; to endorse the name of such the Borrower in favor of the Bank upon any such notes, and all checks, acceptances, drafts, money order orders, notes acceptances or other form instruments of payment the same or on Collateral or security of any kind different nature; to sign and to effect the deposit and collection thereof, and Agent shall have the further right and power to endorse the name of such the Borrower on and to receive as secured party any of the collateral, any invoices, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents otherwise of title of the same or different nature relating to such the Collateral, (iii) send notices ; to such Contract Debtors or account debtors, and (iv) do any and all other things necessary or proper to carry out the intent of this Agreement; and (b) at all times, to (i) sign the name of such the Borrower to drafts against Contract on any notice of the Debtors or other account debtorson verification of the Collateral; and to sign, if necessary, and execute file or record on behalf of such the Borrower assignments, notices of assignments, any financing statements and or other public records and notices on all other instruments statement in order to perfect or documents and (ii) protect the Bank's security interest. The Bank shall not be obliged to do any and all other things necessary of the acts or proper to perfect and protect the liens and rights of Agent and Lenders created under this Agreement. Each Borrower agrees that neither Agent or any Lender nor exercise any of its agentsthe powers hereinabove authorized, designees but if the Bank elects to do any such act or attorneys-in-fact will exercise any such power, it shall not be liable accountable for any acts more than it actually receives as a result of commission or omissionsuch exercise of power, or for any error of judgment or mistake of fact or law, and it shall not be responsible to the Borrower except for those arising from the its own gross negligence or willful misconduct of misconduct. All powers conferred upon the Agent or any Lender or any of their agentsBank by this Agreement, designees or attorneys-in-fact. The powers granted hereunder are being coupled with an interest and interest, shall be irrevocable during so long as any Obligation of the term hereof. Agent shall have the right to apply all money Borrower or security otherwise due to Borrowers any guarantor or surety to the payment of any of Bank shall remain unpaid or the Advances or other sums payable pursuant to Bank is obligated under this Agreement at such time and in such order of application as Agent may determineto extend any credit to the Borrower.

Power of Attorney. Each Borrower hereby appoints Agent, and its agents and designees, the true and lawful agents and attorneys-in-fact of such Borrower, with full power of substitution, (a) during the continuance The Lenders hereby grant Servicer an irrevocable, special power of attorney, coupled with an Event of Defaultinterest, to (i) receiveperform all acts that Servicer is authorized to perform on behalf of the Lenders pursuant to this Agreement including, open without limitation, the power to enforce the terms of the Loan Documents, to assume and dispose enter into contracts for the completion of all mail addressed the construction or renovation of the Improvements or any phase thereof, to such Borrower relating take title to the CollateralProperty as trustee or nominee for the Lenders, (ii) notify and direct to cause title to the United States Post Office authorities by notice given Property to be taken in the name of such Borrower and signed on its behalf, to change the address for delivery of all mail addressed to such Borrower relating to the Collateral to an address to be designated by Agent, and to cause such mail to be delivered to such designated address where Agent may open all such mail and remove therefrom any notes, checks, acceptances, drafts, money orders Lenders as tenants in common or other instruments in payment of the Collateral in which Agent has a security interest hereunder and any documents relative thereto, with full power to endorse the name of a corporation or partnership or limited liability company of which the Lenders shall constitute the shareholders or partners or members, to initiate legal action against any Lender who has failed to timely pay its share of loan servicing fees, property management fees or an Assessment when such Borrower upon any such notes, checks, acceptances, drafts, money order or other form of payment or on Collateral or security of any kind amounts are due and to effect manage, encumber and sell the deposit Property. Without limiting the foregoing, Servicer is expressly authorized to do the following: execute requests for reconveyance, file notices of default, select a foreclosure agent, make demands, request substitutions of trustees, seek a receiver, publish and collection thereofrecord notices of sale, file complaints, obtain judgments and deficiency judgments, seek relief from any stay of foreclosure proceedings or defend any litigation which seeks to restrain such foreclosure proceedings, accept reinstatements, bid at a foreclosure sale and otherwise conduct judicial or non-judicial foreclosure proceedings; file, prosecute and defend legal actions and otherwise enforce the terms of the Loan Documents; employ attorneys, accountants, appraisers, contractors and other third parties; obtain market studies and other reports; enter into forbearance and modification agreements, and Agent enter into contracts for and execute documents in connection with the refinancing or sale of the Property, including the execution of deeds of trust or grant deeds. This power of attorney shall have not be affected by subsequent incapacity of the further right and principal. Additionally, this power of attorney is given by the Lender signing below to endorse secure its performance of its obligations under this Agreement for the name benefit of such Borrower on any documents otherwise relating to such Collateral, (iii) send notices to such Contract Debtors or account debtors, and (iv) do any and all of the other things necessary or proper to carry out Lenders. The only event that will terminate this power of attorney is the intent termination of this Agreement; and (b) at all timesAgreement as provided in Paragraph 12 above. In the event Lender fails to timely pay his or her pro rata share of loan servicing fees, to (i) sign the name of such Borrower to drafts against Contract Debtors property management fees or other account debtorsan Assessment, and execute Servicer is hereby authorized, either on its own behalf or on behalf of such Borrower assignmentsthe other Lenders, notices to commence legal action against the delinquent Lender. Since the investment of assignmentsall Lenders could be jeopardized by the inability of Servicer to perform its duties hereunder, financing statements including the taking of Protective Actions, due to the lack of funds, and other public records in the interest of a quick determination, Lender and notices on all other instruments or documents and (ii) do any and all other things necessary or proper to perfect and protect the liens and rights of Agent and Lenders created under this Agreement. Each Borrower agrees that neither Agent or any Lender nor any of its agents, designees or attorneys-in-fact will be liable for any acts of commission or omission, or for any error of judgment or mistake of fact or law, except for those arising from the gross negligence or willful misconduct of the Agent or any Lender or any of their agents, designees or attorneys-in-fact. The powers granted hereunder are coupled with an interest and shall be irrevocable during the term hereof. Agent shall have Servicer hereby waive the right to apply all money or security otherwise due to Borrowers to raise any other claims and counter-claims at said hearing. Said claims and counter-claims may be the payment subject of any of the Advances or other sums payable pursuant to this Agreement at such time and in such order of application as Agent may determinea subsequent action.

Power of Attorney. Each Borrower hereby irrevocably appoints Agent, Bank and its agents successors and designees, the assigns as Borrower's true and lawful agents attorney in fact, and attorneys-in-fact authorizes Bank, at Borrower's sole expense, whether or not there has been an Event of such BorrowerDefault and at any time the Minimum Cash Ratio is below 0.50 to 1.00, with full power of substitution, to (a) receive and open all mail addressed to Borrower for the purpose of collecting the Accounts; (b) endorse Borrower's name on any checks or other forms of payment on the Accounts; (c) sign Borrower’s name on any invoice or xxxx of lading relating to any Account, drafts against account debtors, schedules and assignments of Accounts, verifications of Accounts, and notices to account debtors; (d) execute on behalf of Borrower any and all instruments, documents, financing statements and the like to perfect Bank's interests in the Accounts and Collections; (e) to notify all account debtors with respect to the Accounts to pay Bank directly; (f) demand, collect, receive, xxx, and give releases to any account debtor for the monies due or which may become due upon or with respect to the Accounts and to compromise, prosecute, or defend any action, claim, case or proceeding relating to the Accounts; and (g) do all acts and things necessary or expedient, in furtherance of any such purposes. Furthermore, effective only upon the occurrence and during the continuance of an Event of Default, to Borrower hereby irrevocably appoints Bank (and any of Bank’s designated officers, or employees) as Borrower’s true and lawful attorney to: (h) endorse Borrower’s name on any checks or other forms of payment or security that may come into Bank’s possession; (i) receivesell, open and assign, transfer, pledge, compromise, discharge or otherwise dispose the whole or any part of all mail addressed to such Borrower relating to the Collateral; (j) make, (ii) notify and direct the United States Post Office authorities by notice given in the name of such Borrower and signed on its behalf, to change the address for delivery of all mail addressed to such Borrower relating to the Collateral to an address to be designated by Agentsettle, and adjust all claims under and decisions with respect to cause such mail to be delivered to such designated address where Agent may open all such mail Borrower’s policies of insurance; (k) settle and remove therefrom any notes, checks, acceptances, drafts, money orders or other instruments in payment of adjust disputes and claims respecting the Collateral in which Agent has a security interest hereunder and any documents relative thereto, accounts directly with full power to endorse the name of such Borrower upon any such notes, checks, acceptances, drafts, money order or other form of payment or on Collateral or security of any kind and to effect the deposit and collection thereof, and Agent shall have the further right and power to endorse the name of such Borrower on any documents otherwise relating to such Collateral, (iii) send notices to such Contract Debtors or account debtors, for amounts and (iv) do any and all other things necessary or proper upon terms which Bank determines to carry out the intent of this Agreementbe reasonable; and (bl) at all timesto file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to (i) sign any of the name Collateral. The appointment of such Borrower to drafts against Contract Debtors or other account debtorsBank as Borrower’s attorney in fact, and execute on behalf each and every one of such Borrower assignmentsBank’s rights and powers, notices of assignments, financing statements and other public records and notices on all other instruments or documents and (ii) do any and all other things necessary or proper to perfect and protect the liens and rights of Agent and Lenders created under this Agreement. Each Borrower agrees that neither Agent or any Lender nor any of its agents, designees or attorneys-in-fact will be liable for any acts of commission or omission, or for any error of judgment or mistake of fact or law, except for those arising from the gross negligence or willful misconduct of the Agent or any Lender or any of their agents, designees or attorneys-in-fact. The powers granted hereunder are being coupled with an interest and shall be interest, is irrevocable during the term hereof. Agent shall have the right to apply until all money or security otherwise due to Borrowers to the payment of any of the Advances or other sums payable pursuant Obligations have been fully repaid and performed and Bank’s obligation to this Agreement at such time and in such order of application as Agent may determineprovide Credit Extensions hereunder is terminated.

Power of Attorney. Each The Borrower hereby irrevocably constitutes and appoints Agent, and its agents and designees, the Bank as the Borrower's true and lawful agents and attorneys-in-fact of such Borrowerattorney, with full power of substitution, (a) during at the continuance sole cost and expense of the Borrower but for the sole benefit of the Bank, upon the occurrence of an Event of DefaultDefault or after DEMAND with respect to Obligations payable on DEMAND, to convert the Collateral into cash, including, without limitation, completing the manufacture or processing of work in process, and the sale (ieither public or private) of all or any portion or portions of the inventory and other Collateral; to enforce collection of the Collateral, either in its own name or in the name of the Borrower, including, without limitation, executing releases or waivers, compromising or settling with any Debtors and prosecuting, defending, compromising or releasing any action relating to the Collateral; to receive, open and dispose of all mail addressed to such the Borrower relating and to take therefrom any remittances or proceeds of Collateral in which the Collateral, (ii) Bank has a security interest; to notify and direct the United States Post Office authorities by notice given in the name of such Borrower and signed on its behalf, to change the address for delivery of all mail addressed to such the Borrower relating to the Collateral to an address to be designated by Agent, and to cause such mail to be delivered to such designated address where Agent may open all such mail and remove therefrom any notes, checks, acceptances, drafts, money orders or other instruments in payment of as the Collateral in which Agent has a security interest hereunder and any documents relative thereto, with full power Bank shall designate; to endorse the name of such the Borrower In favor of the Bank upon any such notes, and all checks, acceptances, drafts, money order orders, notes, acceptances or other form instruments of payment the same or on Collateral or security of any kind different nature; to sign and to effect the deposit and collection thereof, and Agent shall have the further right and power to endorse the name of such the Borrower on and to receive as secured party any of the Collateral, any invoices, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents otherwise of title of the same or different nature relating to such the Collateral, (iii) send notices ; to such Contract Debtors or account debtors, and (iv) do any and all other things necessary or proper to carry out the intent of this Agreement; and (b) at all times, to (i) sign the name of such the Borrower to drafts against Contract on any notice of the Debtors or other account debtorson verification of the Collateral; and to sign, if necessary, and execute file or record on behalf of such the Borrower assignments, notices of assignments, any financing statements and or other public records and notices on all other instruments statement in order to perfect or documents and (ii) protect the Bank's security interest. The Bank shall not be obliged to do any and all other things necessary of the acts or proper to perfect and protect the liens and rights of Agent and Lenders created under this Agreement. Each Borrower agrees that neither Agent or any Lender nor exercise any of its agentsthe powers hereinabove authorized, designees but if the Bank elects to do any such act or attorneys-in-fact will exercise any such power, it shall not be liable accountable for any acts more than it actually receives as a result of commission or omissionsuch exercise of power, or for any error of judgment or mistake of fact or law, and it shall not be responsible to the Borrower except for those arising from the its own gross negligence or willful misconduct of misconduct. All powers conferred upon the Agent or any Lender or any of their agentsBank by this Agreement, designees or attorneys-in-fact. The powers granted hereunder are being coupled with an interest and interest, shall be irrevocable during so long as any Obligation of the term hereof. Agent shall have the right to apply all money Borrower or security otherwise due to Borrowers any guarantor or surety to the payment of any of Bank shall remain unpaid or the Advances or other sums payable pursuant to Bank Is obligated under this Agreement at such time and in such order of application as Agent may determineto extend any credit to the Borrower.

Power of Attorney. Each Borrower hereby irrevocably constitutes and appoints Agent, and its agents and designees, the Lender as such Borrower's true and lawful agents and attorneys-in-fact of such Borrowerattorney, with full power of substitution, (a) during at the continuance sole cost and expense of such Borrower but for the sole benefit of the Lender, upon the occurrence of an Event of DefaultDefault or after DEMAND with respect to Obligations payable on DEMAND, to convert the Collateral into cash, including, without limitation, completing the manufacture or processing of work in process, and the sale (ieither public or private) of all or any portion or portions of the Inventory and other Collateral; to enforce collection of the Collateral, either in its own name or in the name of such Borrower, including, without limitation, executing releases, compromising or settling with any Debtors and prosecuting, defending, compromising or releasing any action relating to the Collateral; to receive, open and dispose of all mail addressed to such Borrower relating and to take therefrom any remittances or proceeds of Collateral in which the Collateral, (ii) Lender has a security interest; to notify and direct the United States Post Office authorities by notice given in the name of such Borrower and signed on its behalf, to change the address for delivery of all mail addressed to such Borrower relating to the Collateral to an address to be designated by Agent, and to cause such mail to be delivered to such designated address where Agent may open all such mail and remove therefrom any notes, checks, acceptances, drafts, money orders or other instruments in payment of as the Collateral in which Agent has a security interest hereunder and any documents relative thereto, with full power Lender shall designate; to endorse the name of such Borrower in favor of the Lender upon any such notes, and all checks, acceptances, drafts, money order orders, notes, acceptances or other form instruments of payment the same or on Collateral or security of any kind different nature; to sign and to effect the deposit and collection thereof, and Agent shall have the further right and power to endorse the name of such Borrower on and to receive as secured party any of the Collateral, any invoices schedules of Collateral, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents otherwise of title of the same or different nature relating to such the Collateral, (iii) send notices ; to such Contract Debtors or account debtors, and (iv) do any and all other things necessary or proper to carry out the intent of this Agreement; and (b) at all times, to (i) sign the name of such Borrower to drafts against Contract on any notice of the Debtors or other account debtors, on verification of the Collateral; and execute to sign and file or record on behalf of such Borrower assignments, notices of assignments, any financing statements and or other public records and notices on all other instruments statement in order to perfect or documents and (ii) protect the Lender's security interest. The Lender shall not be obliged to do any of the acts or exercise any of the powers hereinabove authorized, but if the Lender elects to do any such act or exercise any such power, it shall not be accountable for more than it actually receives as a result of such exercise of power, and all other things necessary or proper it shall not be responsible to perfect and protect the liens and rights of Agent and Lenders created under Borrowers except for willful misconduct in bad faith. All powers conferred upon the Lender by this Agreement. Each Borrower agrees that neither Agent or any Lender nor any of its agents, designees or attorneys-in-fact will be liable for any acts of commission or omission, or for any error of judgment or mistake of fact or law, except for those arising from the gross negligence or willful misconduct of the Agent or any Lender or any of their agents, designees or attorneys-in-fact. The powers granted hereunder are being coupled with an interest and interest, shall be irrevocable during so long as any Obligation of the term hereof. Agent shall have the right to apply all money or security otherwise due to Borrowers to the payment of any of the Advances or other sums payable pursuant to this Agreement at such time and in such order of application as Agent may determineLender shall remain unpaid.

Power of Attorney. Each Borrower hereby appoints Agent, Effective only upon the occurrence and its agents and designees, the true and lawful agents and attorneys-in-fact of such Borrower, with full power of substitution, (a) during the continuance of an Event of Default, each Borrower irrevocably appoints Bank (and any of Bank’s designated officers, or employees) as such Borrower’s true and lawful attorney to:(a) send requests for verification of Accounts or notify account debtors of Bank’s security interest in the Accounts; (b) notify all account debtors with respect to the Accounts or any other debtors of a Borrower to pay Bank directly; (ic) sign a Borrower’s name on any invoice or bxxx of lading relating to any Account, drafts against account debtors, schedules and assignments of Accounts, verifications of Accounts, and notices to account debtors; (d) make, settle, and adjust all claims under and decisions with respect to a Borrower’s policies of insurance; (e) demand, collect, receive, open sxx, and give releases to any account debtor or other debtor of a Borrower for the monies due or which may become due upon or with respect to the Accounts and to compromise, prosecute, or defend any action, claim, case or proceeding relating to the Accounts; (f) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts and upon terms which Bank determines to be reasonable; (g) sell, assign, transfer, pledge, compromise, discharge or otherwise dispose of any Collateral; (h) receive and open all mail addressed to such a Borrower relating to for the Collateral, purpose of collecting the Accounts; (iii) notify and direct the United States Post Office authorities by notice given in the endorse a Borrower’s name of such Borrower and signed on its behalf, to change the address for delivery of all mail addressed to such Borrower relating to the Collateral to an address to be designated by Agent, and to cause such mail to be delivered to such designated address where Agent may open all such mail and remove therefrom any notes, checks, acceptances, drafts, money orders checks or other instruments in payment of the Collateral in which Agent has a security interest hereunder and any documents relative thereto, with full power to endorse the name of such Borrower upon any such notes, checks, acceptances, drafts, money order or other form forms of payment or on Collateral or security of any kind and to effect the deposit and collection thereof, and Agent shall have the further right and power to endorse the name of such Borrower on any documents otherwise relating to such Collateral, that may come into Bank’s possession; (iiij) send notices to such Contract Debtors or account debtors, and (iv) do any and all other things necessary or proper to carry out the intent of this Agreement; and (b) at all times, to (i) sign the name of such Borrower to drafts against Contract Debtors or other account debtors, and execute on behalf of such a Borrower assignmentsany and all instruments, notices of assignmentsdocuments, financing statements and other public records the like to perfect Bank's interests in the Accounts and notices on all other instruments file, in its sole discretion, one or documents more financing or continuation statements and amendments thereto, relative to any of the Collateral; and (iik) do any all acts and all other things necessary or proper expedient, in furtherance of any such purposes; provided however Bank may exercise such power of attorney with respect to perfect and protect the liens and rights any actions described in clause (j) above, regardless of Agent and Lenders created under this Agreement. Each Borrower agrees that neither Agent or any Lender nor any whether an Event of its agents, designees or attorneys-in-fact will be liable for any acts of commission or omission, or for any error of judgment or mistake of fact or law, except for those arising from the gross negligence or willful misconduct of the Agent or any Lender or any of their agents, designees or attorneys-in-factDefault has occurred. The powers granted hereunder are appointment of Bank as a Borrower’s attorney in fact, and each of Bank’s rights and powers, being coupled with an interest and shall be interest, is irrevocable during the term hereof. Agent shall have the right to apply until all money or security otherwise due to Borrowers to the payment of any of the Advances or other sums payable pursuant Obligations have been fully repaid and performed and Bank’s obligation to this Agreement at such time and in such order of application as Agent may determineprovide Credit Extensions hereunder is terminated.

Power of Attorney. Each Borrower Entity Loan Party hereby irrevocably constitutes and appoints Agent, and its agents and designees, the Bank as such Entity Loan Party’s true and lawful agents and attorneys-in-fact of such Borrowerattorney, with full power of substitution, (a) during at the continuance sole cost and expense of the Entity Loan Parties but for the sole benefit of the Bank, upon the occurrence of an Event of Default, to convert the Collateral into cash, including, without limitation, completing the manufacture or processing of work in process, and the sale (ieither public or private) of all or any portion or portions of the inventory and other Collateral; to use pursuant to a royalty free license all of such Entity Loan Party’s intellectual property; to enforce collection of the Collateral, either in its own name or in the name of such Entity Loan Party, including, without limitation, executing releases or waivers, compromising or settling with any Account Debtors and prosecuting, defending, compromising or releasing any action relating to the Collateral; to receive, open and dispose of all mail addressed to such Borrower relating Entity Loan Party and to take therefrom any remittances or proceeds of Collateral in which the Collateral, (ii) Bank has a security interest; to notify and direct the United States Post Office authorities by notice given in the name of such Borrower and signed on its behalf, to change the address for delivery of all mail addressed to such Borrower relating to the Collateral to an address to be designated by Agent, and to cause such mail to be delivered Entity Loan Party to such designated address where Agent may open all such mail and remove therefrom any notes, checks, acceptances, drafts, money orders or other instruments in payment of as the Collateral in which Agent has a security interest hereunder and any documents relative thereto, with full power Bank shall designate; to endorse the name of such Borrower Entity Loan Party in favor of the Bank upon any such notes, and all checks, acceptances, drafts, money order orders, notes, acceptances or other form instruments of payment the same or on Collateral or security of any kind different nature; to sign and to effect the deposit and collection thereof, and Agent shall have the further right and power to endorse the name of such Borrower Entity Loan Party on and to receive as secured party any of the Collateral, any invoices, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents otherwise of title of the same or different nature relating to such the Collateral, (iii) send notices ; to such Contract Debtors or account debtors, and (iv) do any and all other things necessary or proper to carry out the intent of this Agreement; and (b) at all times, to (i) sign the name of such Borrower to drafts against Contract Entity Loan Party on any notice of the Account Debtors or other account debtorson verification of the Collateral; and to sign, if necessary, and execute file or record on behalf of such Borrower assignments, notices of assignments, Entity Loan Party any financing statements and or other public records and notices on all other instruments statement in order to perfect or documents and (ii) protect the Bank’s security interest. The Bank shall not be obliged to do any and all other things necessary of the acts or proper to perfect and protect the liens and rights of Agent and Lenders created under this Agreement. Each Borrower agrees that neither Agent or any Lender nor exercise any of its agentsthe powers hereinabove authorized, designees but if the Bank elects to do any such act or attorneys-in-fact will exercise any such power, it shall not be liable accountable for any acts more than it actually receives as a result of commission or omissionsuch exercise of power, or for any error of judgment or mistake of fact or law, and it shall not be responsible to such Entity Loan Party except for those arising from the its own gross negligence or willful misconduct of misconduct. All powers conferred upon the Agent or any Lender or any of their agentsBank by this Agreement, designees or attorneys-in-fact. The powers granted hereunder are being coupled with an interest and interest, shall be irrevocable during the term hereof. Agent shall have the right to apply all money so long as any Obligation of such Entity Loan Party or security otherwise due to Borrowers surety to the payment of any of Bank shall remain unpaid or the Advances or other sums payable pursuant to Bank is obligated under this Agreement at such time and in such order of application as Agent may determineto extend any credit to the Borrower.

Power of Attorney. (a) Each Borrower Non-Managing Member and Record Holder hereby constitutes and appoints Agentthe Managing Member and, and its agents and designeesif a Liquidator (other than the Managing Member) shall have been selected pursuant to Section 12.2, the true Liquidator, severally (and lawful agents any successor to the Liquidator by merger, transfer, assignment, election or otherwise) and attorneys-each of their authorized officers and attorneys in-fact of such Borrowerfact, as the case may be, with full power of substitution, (a) during the continuance of an Event of Default, to (i) receive, open as his true and dispose of all mail addressed to such Borrower relating to the Collateral, (ii) notify lawful agent and direct the United States Post Office authorities by notice given in the name of such Borrower and signed on its behalf, to change the address for delivery of all mail addressed to such Borrower relating to the Collateral to an address to be designated by Agent, and to cause such mail to be delivered to such designated address where Agent may open all such mail and remove therefrom any notes, checks, acceptances, drafts, money orders or other instruments in payment of the Collateral in which Agent has a security interest hereunder and any documents relative theretoattorney-in-fact, with full power to endorse and authority in his name, place and xxxxx, to: execute, swear to, acknowledge, deliver, file and record in the name appropriate public offices (A) all certificates, documents and other instruments (including this Agreement and the Certificate of such Borrower upon Formation and all amendments or restatements hereof or thereof and any such notesresolution, checksconsent, acceptancesapproval, draftsvoting ballot, money order voting certification or other form voting mechanism) that the Managing Member or the Liquidator determines to be necessary or appropriate to conduct the purposes of payment the Company as provided in Section 2.5 as a limited liability company in the State of Delaware and in all other jurisdictions in which the Company may conduct business or on Collateral or security of any kind and own property; (B) all amendments to effect this Agreement adopted in accordance with the deposit and collection thereof, and Agent shall have the further right and power to endorse the name of such Borrower on any documents otherwise relating to such Collateral, (iii) send notices to such Contract Debtors or account debtors, and (iv) do any terms hereof and all certificates, documents and other things instruments that the Managing Member or the Liquidator determines to be necessary or proper appropriate to carry out the intent reflect, in accordance with its terms, any amendment, change, modification or restatement of this Agreement; (C) all certificates, documents and other instruments (including conveyances and a certificate of cancellation) that the Managing Member or the Liquidator determines to be necessary or appropriate to reflect the dissolution and termination of the Company pursuant to the terms of this Agreement; (D) all certificates, documents and other instruments (including this Agreement and the Certificate of Formation and all amendments or restatements hereof or thereof) relating to the admission, withdrawal, removal or substitution of any Member pursuant to, or other events described in, this Agreement; (E) all certificates, documents and other instruments relating to the determination of the rights, preferences and privileges of any class or series of Company Securities issued pursuant to Section 5.3; and (bF) at all timescertificates, to (i) sign the name of such Borrower to drafts against Contract Debtors or other account debtors, and execute on behalf of such Borrower assignments, notices of assignments, financing statements documents and other public records instruments (including agreements and notices on all other instruments a certificate of merger or documents and (iiconsolidation or similar certificate) do any and all other things necessary relating to a merger, consolidation, combination or proper conversion of the Company pursuant to perfect and protect Article XIV or otherwise in connection with a change of jurisdiction of the liens and rights of Agent and Lenders created under Company. Nothing contained in this Section 2.7(a) shall be construed as authorizing the Managing Member to amend, change or modify this Agreement except in accordance with Article XIII or as may be otherwise expressly provided for in this Agreement. Each Borrower agrees that neither Agent or any Lender nor any of its agents, designees or attorneys-in-fact will be liable for any acts of commission or omission, or for any error of judgment or mistake of fact or law, except for those arising from the gross negligence or willful misconduct of the Agent or any Lender or any of their agents, designees or attorneys-in-fact. The powers granted hereunder are coupled with an interest and shall be irrevocable during the term hereof. Agent shall have the right to apply all money or security otherwise due to Borrowers to the payment of any of the Advances or other sums payable pursuant to this Agreement at such time and in such order of application as Agent may determine.

Power of Attorney. Each Borrower hereby irrevocably appoints Agent, Bank (and its agents and designees, the each of Bank’s designated officers or employees) as Borrower’s true and lawful agents and attorneys-in-fact of such Borrower, with full power of substitution, attorney to: (a) after the occurrence and during the continuance of an a Event of Default, to (i) receivesend requests for verification of Accounts, open if any, included in the Collateral, and dispose notify Account Debtors of all mail addressed Bank’s security interests and Liens in such Accounts, if any; (ii) endorse Borrower’s name on any checks or other forms of payment or security relating to such Borrower the Collateral that may come into Bank’s possession; (iii) sign Borrower’s name on any invoice or bxxx of lading relating to any Account, drafts against Account Debtors, schedules and assignments of Accounts, verifications of Accounts, and notices to Account Debtors, in each case relating to the Collateral; (iv) dispose of any Collateral; (v) make, settle and adjust all claims under and decisions with respect to Borrower’s policies of insurance; (iivi) notify settle and direct adjust disputes and claims respecting the United States Post Office authorities by notice given Accounts, if any included in the Collateral, directly with Account Debtors, for amounts and upon terms which Bank determines to be reasonable; (vii) transfer all or any part of the Collateral into the name of such Borrower and signed on its behalf, to change the address for delivery of all mail addressed to such Borrower relating Bank or a third party to the Collateral extent permitted under the Code; (b) file, in its sole discretion, one or more financing or continuation statements and amendments thereto relative to an address to be designated by Agent, and to cause such mail to be delivered to such designated address where Agent may open all such mail and remove therefrom any notes, checks, acceptances, drafts, money orders or other instruments in payment of the Collateral without the signature of Borrower where permitted by law, (c) to execute and do all such assurances, acts and things which Borrower is required, but fails to do under the covenants and provisions of the Loan Documents; (d) to take any and all such actions as Bank may reasonably determine to be necessary or advisable for the purpose of maintaining, preserving or protecting the Collateral or any of the rights, remedies, powers or privileges of Bank under this Agreement or the other Loan Documents; (e) to modify, in its sole discretion, any intellectual property security agreement entered into between Borrower and Bank without first obtaining Borrower’s approval of or signature to such modification by amending Exhibits A, B, and C, thereof, as appropriate, to include reference to any right, title or interest in any intellectual property acquired by Borrower or to delete any reference to any right, title or interest in any intellectual property in which Agent Borrower no longer has a security interest hereunder and or claims to have any documents relative theretoright, with full power to endorse the name of such Borrower upon any such notes, checks, acceptances, drafts, money order title or other form of payment or on Collateral or security of any kind and to effect the deposit and collection thereofinterest, and Agent shall have the further right and power (f) to endorse the sign Borrower’s name of such Borrower on any documents otherwise relating or Security Instruments necessary to such perfect or continue the perfection of, or maintain the priority of, Bank’s security interest in the Collateral, (iii) send notices to such Contract Debtors or account debtors. The appointment of Bank as attorney in fact of Borrower, and (iv) do any each and every one of Bank’s rights and powers, being coupled with an interest, is irrevocable until all of the Obligations have been fully repaid and performed, and all other things necessary or proper of Bank’s obligations to carry out the intent of this Agreement; and (b) at all times, to (i) sign the name of such Borrower to drafts against Contract Debtors provide Credit Extensions or other account debtors, and execute on behalf of such financial accommodations to Borrower assignments, notices of assignments, financing statements and other public records and notices on all other instruments or documents and (ii) do any and all other things necessary or proper to perfect and protect the liens and rights of Agent and Lenders created under this Agreement. Each Borrower agrees that neither Agent or any Lender nor any of its agents, designees or attorneys-in-fact will be liable for any acts of commission or omission, or for any error of judgment or mistake of fact or law, except for those arising from the gross negligence or willful misconduct of the Agent or any Lender Agreement or any of their agents, designees or attorneys-in-fact. The powers granted hereunder are coupled with an interest and shall be irrevocable during the term hereof. Agent other Loan Documents shall have the right to apply all money or security otherwise due to Borrowers to the payment of any of the Advances or other sums payable pursuant to this Agreement at such time and in such order of application as Agent may determineterminated.

Power of Attorney. Each Borrower In addition to the provisions in the preceding paragraph, Assignor does hereby appoints Agent, constitute and appoint Company as its agents and designees, the true and lawful agents and attorneys-in-fact of such Borrower, attorney with full power of substitution, (a) during the continuance of an Event of Default, to (i) receive, open and dispose of all mail addressed to such Borrower relating Assignor; to the Collateral, (ii) notify and direct the United States Post Office authorities by notice given in endorse the name of such Borrower Assignor upon all remittances payable to Assignor with respect to Accounts purchased hereunder; to sign and signed endorse the name of Assignor on its behalfany invoice, to change the address assignment of Accounts sold, claims, request for delivery payment, finance statements in favor of all mail addressed to such Borrower relating to the Collateral to an address to be designated by Agent, and to cause such mail to be delivered to such designated address where Agent may open all such mail and remove therefrom any notesCompany, checks, acceptances, drafts, money orders and any other instrument or other instruments in document which will facilitate payment of the Collateral in which Agent has a security interest hereunder and any documents relative theretoAccount purchased hereunder. Also, with full power to endorse the name of such Borrower upon any such notes, checks, acceptances, drafts, money order or other form of payment or on Collateral or security of any kind and to effect the deposit and collection thereof, and Agent Company shall have the further right to collect any default account balance owed to Company by Assignor by endorsing/signing the Assignor’s signature and power draw funds directly from any bank account of the Assignor; contact and change any mailing address or payment method or routing information or wire transfer information from an Account Debtor, the State Comptroller, State treasurer, or any other debtor; open any U.S. mail or other correspondence believed to endorse the name of such Borrower on any be negotiable instruments or other documents otherwise relating to such Collateralthe fee declarations or account. Company shall have the right to notify any court or Account Debtor of the Assignors obligation and offset that obligation with any of Assignor’s accounts with said account Debtor. Assignor grants Company the right to contact the State Comptroller, (iii) send notices to such Contract Debtors U.S. Treasury, any government or account debtorscivilian entity, or other Account Debtor, and (iv) do obtain from such party any and all other things necessary information said party may have about Assignor, either written or proper to carry out the intent of this Agreement; otherwise. Assignor shall hold Company and (b) at all times, to (i) sign the name of such Borrower to drafts against Contract Debtors party or other account debtorsAccount Debtor harmless, and execute on behalf shall indemnify Company and said Account Debtor, loss, damage, expense, costs or attorney fees associated with this power of such Borrower assignments, notices of assignments, financing statements and other public records and notices on all other instruments or documents and (ii) do any and all other things necessary or proper to perfect and protect the liens and rights of Agent and Lenders created under attorney. It is understood that this Agreement. Each Borrower agrees that neither Agent or any Lender nor any of its agents, designees or attorneys-in-fact will be liable for any acts of commission or omission, or for any error of judgment or mistake of fact or law, except for those arising from the gross negligence or willful misconduct of the Agent or any Lender or any of their agents, designees or attorneys-in-fact. The powers granted hereunder are power is coupled with an interest and is irrevocable. Assignor further grants Company, at the cost and expense of Assignor, the power of attorney to sign, file, and renew any UCC lien or other documents to protect Company and/or to give notice of Company’s lien on Assignor’s assets. Cost of any filings shall be irrevocable during the term hereof. Agent responsibility of Assignor, and Assignor agrees to pay all such costs directly or the cost shall have be added to Assignor’s accounts and accrue interest at the right to apply all money or security otherwise due to Borrowers to the payment of any of the Advances or other sums payable pursuant to this Agreement at such time and in such order of application as Agent may determinecontractual rate herein.

Power of Attorney. Each The Borrower hereby irrevocably appoints Agent, the Bank and the Bank’s designees from time to time its agents and designees, the true and lawful agents and attorneys-in-fact of such Borrowerfact, with full power of substitution, substitution in the premises upon the occurrence of a Default (a) during to demand, collect, receipt for, settle, compromise, adjust, xxx for, foreclose or realize upon the continuance of an Event of DefaultCollateral in such manner as the Bank may determine, whether or not the Collateral is then due; (b) to (i) receive, open open, and dispose of all mail addressed to such Borrower relating the Borrower; (c) to the Collateralendorse notes, (ii) notify checks, drafts, money orders, Documents or other evidences of payment, shipment or storage or any form of Collateral on behalf of and direct the United States Post Office authorities by notice given in the name of such the Borrower; (d) to sign and send on behalf of the Borrower any invoice or xxxx of lading relating to any Account, on drafts against customers, on schedules and signed assignments of Accounts, on its behalfnotices of assignment, financing statements and other public records, on verifications of Accounts and on notices to customers; (e) to sign the Borrower’s name to the proofs of claim against any Account Debtor on behalf of the Borrower; (f) to notify the post office authorities to change the address for delivery of all the Borrower’s mail addressed to such Borrower relating to the Collateral to an address to be designated by Agent, and to cause such mail to be delivered to such designated address where Agent may open all such mail and remove therefrom any notes, checks, acceptances, drafts, money orders or other instruments in payment of the Collateral in which Agent has a security interest hereunder and any documents relative thereto, with full power Bank; (g) to endorse Borrower’s name on all applications, documents, papers, certificates and instruments necessary or expedient for the name Bank to use the Intellectual Property, or necessary or expedient to grant or issue any exclusive or nonexclusive license under the Intellectual Property to anyone else, or necessary or expedient for the Bank to assign, pledge, convey or otherwise transfer title in, or dispose of, the Intellectual Property to anyone else, for the purpose of such Borrower upon recording, registering, filing or accomplishing any such notes, checks, acceptances, drafts, money order or other form of payment or on Collateral or security of any kind and formula with respect to effect the deposit and collection thereof, and Agent shall have the further right and power to endorse the name of such Borrower on any documents otherwise relating to such Collateral, (iii) send notices to such Contract Debtors or account debtors, Intellectual Property; and (ivh) to do any and all other things necessary or proper to carry out the intent of this Security Agreement; . The Borrower hereby ratifies and (b) at approves all times, to (i) sign the name acts of such Borrower to drafts against Contract Debtors or other account debtors, and execute on behalf of such Borrower assignments, notices of assignments, financing statements and other public records and notices on all other instruments or documents and (ii) do any and all other things necessary or proper to perfect and protect attorneys. Neither the liens and rights of Agent and Lenders created under this Agreement. Each Borrower agrees that neither Agent or any Lender Bank nor any of its agents, designees or attorneys-in-fact attorney will be liable for any acts of commission or omission, or omissions nor for any error of judgment or mistake of fact or law, except for those arising from the absent gross negligence negligence, bad faith or willful misconduct of the Agent or any Lender or any of their agentswilful misconduct. This power, designees or attorneys-in-fact. The powers granted hereunder are being coupled with an interest and shall be interest, is irrevocable during until the term hereofLiabilities have been fully satisfied. Agent shall have the right to apply all money or security otherwise due to Borrowers Notwithstanding anything herein to the payment of any of the Advances or other sums payable contrary, no attorney acting pursuant to this Agreement at such time and in such order Section 9.5 shall have any authority to confess judgment on behalf of application as Agent may determinethe Borrower.

Power of Attorney. Each Borrower Seller hereby appoints Agent, Purchaser and its agents and designees, the designees as Seller's true and lawful agents attorney in fact, to exercise in Purchaser's discretion, and attorneys-in-fact regardless of such Borrower, with full power of substitution, (a) during the continuance of whether an Event of DefaultDefault is then existing, all of the following powers, such powers being coupled with an interest: (A) to notify all Account Debtors with respect to the Purchased Accounts to make payment directly to Purchaser; (iB) to receive, open deposit, and endorse Seller's name on all checks, drafts, money orders and other forms of payment relating to the Purchased Accounts; (C) to demand, collect, receive, xxx and give releases to any Account Debtor for the monies due or which may become due on or in connection with the Purchased Accounts; (D) to compromise, prosecute, or defend any action, claim, case, or proceeding relating to the Purchased Accounts, including the filing of a claim or the voting of such claims in any bankruptcy case, all in Purchaser's name or Seller's name, as Purchaser may elect; (E) to sell, assign, transfer, pledge, compromise, or discharge any Purchased Accounts; (F) to receive, open, redirect and dispose of all mail addressed to Seller for the purpose of collecting the Purchased Accounts and to take all the actions permitted in subsection (B) above with respect to any payments in any such Borrower relating mail; (G) to the Collateral, (ii) notify and direct the United States Post Office authorities by notice given execute in the name of Seller and file against Seller in favor of Purchaser such Borrower and signed on its behalf, to change the address for delivery of all mail addressed to such Borrower relating to the Collateral to an address to be designated by Agent, and to cause such mail to be delivered to such designated address where Agent may open all such mail and remove therefrom any notes, checks, acceptances, drafts, money orders or other instruments in payment of the Collateral in which Agent has a security interest hereunder and any documents relative thereto, with full power to endorse the name of such Borrower upon any such notes, checks, acceptances, drafts, money order or other form of payment or on Collateral or security of any kind and to effect the deposit and collection thereof, and Agent shall have the further right and power to endorse the name of such Borrower on any documents otherwise relating to such Collateral, (iii) send notices to such Contract Debtors or account debtors, and (iv) do any and all other things necessary or proper to carry out the intent of this Agreement; and (b) at all times, to (i) sign the name of such Borrower to drafts against Contract Debtors or other account debtors, and execute on behalf of such Borrower assignments, notices of assignments, financing statements and other public records agreements as Purchaser deems necessary to evidence or perfect its security interest in the Purchased Accounts and notices on all the other instruments or documents Collateral; and (iiH) to do any all acts and all other things necessary or proper to perfect and protect expedient, in furtherance of any such purposes. Upon the liens and rights occurrence of Agent and Lenders created under this Agreement. Each Borrower agrees that neither Agent or any Lender nor any an Event of its agentsDefault, designees or attorneys-in-fact will be liable for any acts of commission or omission, or for any error of judgment or mistake of fact or law, except for those arising from the gross negligence or willful misconduct all of the Agent or any Lender or any power of their agents, designees or attorneys-in-fact. The powers attorney rights granted by Seller to Purchaser hereunder are coupled with an interest and shall be irrevocable during the term hereof. Agent shall have the right applicable with respect to apply all money or security otherwise due to Borrowers to the payment of any of the Advances or other sums payable pursuant to this Agreement at such time and in such order of application as Agent may determineCollateral.

Power of Attorney. Each Borrower hereby appoints Agent, and its agents and designees, the true and lawful agents and attorneys-in-fact of such Borrower, with full power of substitution, (a) to (i) during the continuance of an Event of Default, upon prior written notice to (i) Borrowers, receive, open and dispose of all mail addressed to such Borrower relating to the Collateral, (ii) during the continuance of an Event of Default, upon prior written notice to Borrowers, notify and direct the United States Post Office authorities by notice given in the name of such Borrower Xxxxxxxx and signed on its behalf, to change the address for delivery of all mail addressed to such Borrower relating to the Collateral to an address to be designated by Agent, and to cause such mail to be delivered to such designated address where Agent may open all such mail and remove therefrom any notes, checks, acceptances, drafts, money orders or other instruments in payment of the Collateral in which Agent has a security interest hereunder and any documents relative thereto, with full power to endorse the name of such Borrower upon any such notes, checks, acceptances, drafts, money order or other form of payment or on Collateral or security of any kind and to effect the deposit and collection thereof, and Agent shall have the further right and power to endorse the name of such Borrower on any documents otherwise relating to such Collateral, (iii) during the continuance of an Event of Default, upon prior or contemporaneous written notice to Xxxxxxxxx, send notices to such Contract Debtors or account debtors, and (iv) during the continuance of an Event of Default, do any and all other things necessary or proper to carry out the intent of this Agreement; and (b) at all times, to (i) sign the name of such Borrower to drafts against Contract Debtors or other account debtors, and execute on behalf of such Borrower assignments, notices of assignments, financing statements and other public records and notices on all other instruments or documents and (ii) do any and all other things necessary or proper to perfect and protect the liens Liens and rights of Agent and Lenders Xxxxxxx created under this Agreement. Each Borrower agrees that neither Agent or any Lender nor any of its agents, designees or attorneys-in-fact will be liable for any acts of commission or omission, or for any error of judgment or mistake of fact or law, except for those arising from the gross negligence or willful misconduct of the Agent or any Lender or any of their agents, designees or attorneys-in-fact. The powers granted hereunder are coupled with an interest and shall be irrevocable during the term hereof. Agent shall have the right to apply all money or security otherwise due to Borrowers to the payment of any of the Advances or other sums payable pursuant to this Agreement at such time and in such order of application as Agent may determine.

Power of Attorney. Each Borrower hereby appoints Agent, Upon the occurrence and its agents and designees, the true and lawful agents and attorneys-in-fact of such Borrower, with full power of substitution, (a) during the continuance of an any Event of Default, without limiting Silicon’s other rights and remedies, Borrower grants to Silicon an irrevocable power of attorney coupled with an interest, authorizing and permitting Silicon (iacting through any of its employees, attorneys or agents) receiveat any time, open at its option, but without obligation, with or without notice to Borrower, and dispose at Borrower’s expense, to do any or all of all mail addressed the following, in Borrower’s name or otherwise, but Silicon agrees that if it exercises any right hereunder, it will do so in good faith and in a commercially reasonable manner: (a) Execute on behalf of Borrower any documents that Silicon may, in its good faith business judgment, deem advisable in order to such Borrower relating to perfect and maintain Silicon’s security interest in the Collateral, or in order to exercise a right of Borrower or Silicon, or in order to fully consummate all the transactions contemplated under this Agreement, and all other Loan Documents; (iib) notify and direct the United States Post Office authorities by notice given in the name Execute on behalf of such Borrower and signed on its behalfBorrower, to change the address for delivery of all mail addressed to such Borrower any invoices relating to the Collateral any Account, any draft against any Account Debtor and any notice to an address to be designated by Agentany Account Debtor, and to cause such mail to be delivered to such designated address where Agent may open all such mail and remove therefrom any notesproof of claim in bankruptcy, checksany Notice of Lien, acceptancesclaim of mechanic’s, drafts, money orders materialman’s or other instruments lien, or assignment or satisfaction of mechanic’s, materialman’s or other lien; (c) Take control in any manner of any cash or non-cash items of payment or proceeds of the Collateral in which Agent has a security interest hereunder and any documents relative thereto, with full power to Collateral; endorse the name of such Borrower upon any such notesinstruments, checksor documents, acceptances, drafts, money order or other form evidence of payment or Collateral that may come into Silicon’s possession; (d) Endorse all checks and other forms of remittances received by Silicon; (e) Pay, contest or settle any lien, charge, encumbrance, security interest and adverse claim in or to any of the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; (f) Grant extensions of time to pay, compromise claims and settle Accounts and General Intangibles for less than face value and execute all releases and other documents in connection therewith; (g) Pay any sums required on Collateral account of Borrower’s taxes or security to secure the release of any kind liens therefor, or both; (h) Settle and to effect the deposit and collection thereofadjust, and Agent shall have give releases of, any insurance claim that relates to any of the further right Collateral and power obtain payment therefor; (i) Instruct any third party having custody or control of any books or records belonging to, or relating to, Borrower to endorse give Silicon the name same rights of such Borrower on any documents otherwise relating to such Collateral, (iii) send notices to such Contract Debtors or account debtors, access and (iv) do any and all other things necessary or proper to carry out the intent of rights with respect thereto as Silicon has under this Agreement; and (bj) at all times, to (i) sign the name Take any action or pay any sum required of such Borrower to drafts against Contract Debtors or other account debtors, and execute on behalf of such Borrower assignments, notices of assignments, financing statements and other public records and notices on all other instruments or documents and (ii) do any and all other things necessary or proper to perfect and protect the liens and rights of Agent and Lenders created under this Agreement. Each Borrower agrees that neither Agent or any Lender nor any of its agents, designees or attorneys-in-fact will be liable for any acts of commission or omission, or for any error of judgment or mistake of fact or law, except for those arising from the gross negligence or willful misconduct of the Agent or any Lender or any of their agents, designees or attorneys-in-fact. The powers granted hereunder are coupled with an interest and shall be irrevocable during the term hereof. Agent shall have the right to apply all money or security otherwise due to Borrowers to the payment of any of the Advances or other sums payable pursuant to this Agreement and any other Loan Documents. Any and all reasonable sums paid and any and all reasonable costs, expenses, liabilities, obligations and attorneys’ fees incurred by Silicon with respect to the foregoing shall be added to and become part of the Obligations, shall be payable on demand, and shall bear interest at such time a rate equal to the highest interest rate applicable to any of the Obligations. In no event shall Silicon’s rights under the foregoing power of attorney or any of Silicon’s other rights under this Agreement be deemed to indicate that Silicon is in control of the business, management or properties of Borrower. The foregoing power of attorney shall expire upon payment in full of the Obligations (other than for inchoate indemnity obligations which survive the termination of this Agreement) and in such order the termination of application as Agent may determinethis Agreement.

Power of Attorney. Each (a) Subject to subsection (b) below, the Borrower hereby irrevocably appoints the Administrative Agent, and for the benefit of the holders of the Obligations, its agents and designees, the true and lawful agents and attorneys-in-fact of such Borrowerattorney in fact, with full power of substitution, (a) during the continuance of an Event of Default, to (i) receive, open for and dispose of all mail addressed to such Borrower relating to the Collateral, (ii) notify on behalf and direct the United States Post Office authorities by notice given in the name of such Borrower the Borrower, to: (i) endorse and signed on its behalfdeliver to any Person any check, to change instrument or other paper coming into the address for delivery Collateral Agent's, the Administrative Agent's or any Lender's possession and representing payment made in respect of all mail addressed to such Borrower relating any Mortgage Note or Take-Out Commitment delivered hereunder or in respect of any other Collateral; (ii) prepare, complete, execute, deliver and record any Assignment to the Collateral to an address to be designated by Agent, the Administrative Agent or to any other Person of any Mortgage relating to any Mortgage Note delivered hereunder as Mortgage Loan Collateral; (iii) endorse and deliver any Mortgage Note as Mortgage Loan Collateral arising as proceeds thereof, and do every other thing necessary or desirable to cause such mail effect transfer of all or any part of the Mortgage Loan Collateral to the Administrative Agent, for the benefit of the holders of the Obligations, or to any other Person; (iv) take all necessary and appropriate action with respect to all Obligations and the Mortgage Loan Collateral to be delivered to such designated address where the Collateral Agent may open all such mail and remove therefrom any notes, checks, acceptances, drafts, money orders or other instruments the Administrative Agent or held by the Borrower in payment trust for the Administrative Agent for the benefit of the Collateral in which Agent has a security interest hereunder and any documents relative theretoholders of the Obligations; (v) commence, with full power to endorse the name of such Borrower upon any such notesprosecute, checkssettle, acceptancesdiscontinue, draftsdefend, money order or other form of payment or on Collateral or security otherwise dispose of any kind claim relating to any Take-Out Commitment or any other part of the Mortgage Loan Collateral; and (vi) sign the Borrower's name wherever appropriate to effect the deposit and collection thereof, and Agent shall have the further right and power to endorse the name of such Borrower on any documents otherwise relating to such Collateral, (iii) send notices to such Contract Debtors or account debtors, and (iv) do any and all other things necessary or proper to carry out the intent performance of this Agreement; and (b) at all times, to (i) sign the name of such Borrower to drafts against Contract Debtors or other account debtors, and execute on behalf of such Borrower assignments, notices of assignments, financing statements and other public records and notices on all other instruments or documents and (ii) do any and all other things necessary or proper to perfect and protect the liens and rights of Agent and Lenders created under this Agreement. Each Borrower agrees that neither Agent or any Lender nor any of its agents, designees or attorneys-in-fact will be liable for any acts of commission or omission, or for any error of judgment or mistake of fact or law, except for those arising from the gross negligence or willful misconduct of the Agent or any Lender or any of their agents, designees or attorneys-in-fact. The powers granted hereunder are coupled with an interest and shall be irrevocable during the term hereof. Agent shall have the right to apply all money or security otherwise due to Borrowers to the payment of any of the Advances or other sums payable pursuant to this Agreement at such time and in such order of application as Agent may determine.

Power of Attorney. Each Borrower Grantor hereby irrevocably appoints Agent, and its agents and designees, Secured Party or any other Person whom Secured Party may designate as the true and lawful agents and attorneysGrantor attorney-in-fact of such Borrowerfact, with full power and authority in place and stead of substitution, such Grantor and in the name of such Grantor or in its own name to: (a) during endorse such Grantor’s name on any checks, notes, acceptances, money orders, drafts or other forms of payment or security that may come into Secured Party’s possession; (b) sign such Grantor’s name on any invoice or xxxx of lading relating to any Receivables, drafts against customers, schedules and assignments of Receivables, notices of assignment, financing statements and other public records, verifications of account and notices to or from Customers; (c) verify the continuance validity, amount or any other matter relating to any Receivable by mail, telephone, telegraph or otherwise with Customers; (d) execute customs declarations and such other documents as may be required to clear Inventory through United States Customs; (e) do all things necessary to carry out this Agreement and all other Transaction Documents; (f) continue any insurance existing pursuant to the terms of this Agreement and pay all or any part of the premium therefor and the cost thereof; and (g) notify the post office authorities to change the address for delivery of such Grantor’s mail to an Event of Defaultaddress designated by Secured Party, and to (i) receive, open and dispose of all mail addressed to such Borrower relating Grantor. Each Grantor hereby ratifies and approves all acts of the attorney. The powers conferred on Secured Party hereunder are solely to the Collateral, (ii) notify and direct the United States Post Office authorities by notice given protect its interests in the name of such Borrower Collateral and signed on its behalf, shall not impose any duty upon it to change the address for delivery of all mail addressed to such Borrower relating to the Collateral to an address to be designated by Agent, and to cause such mail to be delivered to such designated address where Agent may open all such mail and remove therefrom any notes, checks, acceptances, drafts, money orders or other instruments in payment of the Collateral in which Agent has a security interest hereunder and any documents relative thereto, with full power to endorse the name of such Borrower upon exercise any such notes, checks, acceptances, drafts, money order or other form of payment or on Collateral or security of any kind and to effect powers. Neither Secured Party nor the deposit and collection thereof, and Agent shall have the further right and power to endorse the name of such Borrower on any documents otherwise relating to such Collateral, (iii) send notices to such Contract Debtors or account debtors, and (iv) do any and all other things necessary or proper to carry out the intent of this Agreement; and (b) at all times, to (i) sign the name of such Borrower to drafts against Contract Debtors or other account debtors, and execute on behalf of such Borrower assignments, notices of assignments, financing statements and other public records and notices on all other instruments or documents and (ii) do any and all other things necessary or proper to perfect and protect the liens and rights of Agent and Lenders created under this Agreement. Each Borrower agrees that neither Agent or any Lender nor any of its agents, designees or attorneys-in-fact attorney will be liable for any acts of commission or omission, omissions or for any error of judgment or mistake of fact or law. This power, except for those arising from the gross negligence or willful misconduct of the Agent or any Lender or any of their agents, designees or attorneys-in-fact. The powers granted hereunder are being coupled with an interest interest, is irrevocable so long as any Receivable which is assigned to Secured Party or in which Secured Party has a Security Interest remains unpaid and until the Obligations have been fully satisfied. Secured Party hereby agrees that it shall be irrevocable during the term hereof. Agent shall have the right to apply all money or security otherwise due to Borrowers to the payment of not exercise any of the Advances or other sums payable pursuant to rights conferred on it under this Agreement at such time Article 5 until the occurrence and in such order continuation of application as Agent may determinean Event of Default.

Power of Attorney. Each In order to permit Lender to exercise the rights and remedies set forth herein, Borrower hereby irrevocably appoints Agent, and Lender as its agents and designees, the true and lawful agents and attorneysattorney-in-fact of such Borrower, and agent with full power of substitution, (a) during in the continuance name of an Lender or in the name of Borrower, to perform any of the following acts upon the occurrence of a Borrower Event of Default, subject to all mandatory provisions of law, including without limitation, the Gaming Laws: (i) receive, open and dispose of examine all mail addressed to Borrower and retain any such mail relating to the Collateral and return to Borrower relating only that mail which is not so related; (ii) endorse the name of Borrower on any checks or other instruments or evidences of payment or other documents, drafts, or instruments arising in connection with or pertaining to the Collateral, (ii) notify and direct the United States Post Office authorities by notice given in the name of such Borrower and signed on its behalf, to change the address for delivery of all mail addressed to such Borrower relating to the Collateral to an address to be designated by Agent, and to cause such mail to be delivered to such designated address where Agent may open all such mail and remove therefrom any notes, checks, acceptances, drafts, money orders or other instruments in payment of the Collateral in which Agent has a security interest hereunder and any documents relative thereto, with full power to endorse the name of such Borrower upon extent that any such notes, checks, acceptances, drafts, money order or other form items come into the possession of payment or on Collateral or security of any kind and to effect the deposit and collection thereof, and Agent shall have the further right and power to endorse the name of such Borrower on any documents otherwise relating to such Collateral, Lender; (iii) send notices to such Contract Debtors compromise, prosecute or account debtorsdefend any action, and claim, or proceeding concerning the Collateral; (iv) do perform any and all acts which Borrower is obligated to perform under the Loan Documents; (v) exercise such rights as Borrower might exercise with respect to the Collateral, including, without limitation, the leasing or other things necessary utilization thereof and the collection of any such rents or proper other payments applicable thereto; (vi) give notice of the existence of the Lender's Lien, including, without limitation, notification to carry out End-Users and/or other account debtors of the intent of this Agreement; and (b) at all times, to (i) sign the name existence of such Lender's Lien with respect to the rents and other payments due to Borrower relative to drafts against Contract Debtors the Collateral; or other account debtors, (vii) execute in Borrower's name and execute on behalf of such Borrower assignments, notices of assignmentsfile any notices, financing statements and other public records and notices on all other documents or instruments or documents and (ii) do any and all other things Lender determines are necessary or proper required to carry out fully the intent and purpose of the Loan Documents or to perfect the Lender Lien. Borrower hereby ratifies and protect approves all that Lender shall do or cause to be done by virtue of the liens power of attorney granted herein and rights of Agent and Lenders created under this Agreement. Each Borrower agrees that neither Agent or any Lender nor any of its Lenders employees, agents, designees officers, or attorneys-in-fact its attorneys will be liable for any acts of commission or omission, omissions or for any error of judgment or mistake of fact or lawlaw made while acting in good faith pursuant to the provisions of this subparagraph, except for those arising from unless such act, omission, error of judgment or mistake of fact or law is determined by a court of competent jurisdiction in a decision which no longer is subject to appeal to be the result of the gross negligence or the willful or wanton misconduct of the Agent or any Lender or any of their such employees, agents, designees officers or attorneysattorneys of Lender. The appointment of Lender as Borrower's attorney-in-fact. The powers granted hereunder are fact is a power coupled with an interest interest, and therefore shall be remain irrevocable during the term hereof. Agent shall until all of Borrower's Obligations have the right to apply all money or security otherwise due to Borrowers to the payment of any of the Advances or other sums payable pursuant to this Agreement at such time been paid and performed in such order of application as Agent may determinefull.

Power of Attorney. Each Borrower hereby appoints Agentauthorizes CDF (whether or not Default has occurred) to, and its agents and designees, the true and lawful agents and attorneys-in-fact of such upon notice to Borrower, with full power of substitution, : (a) during file financing statements describing CDF as “Secured Party,” Borrower as “Debtor” and indicating the continuance Collateral; (b) authenticate, execute or endorse the name of an Event Borrower upon any of the items of payment or proceeds and deposit the same in the account of CDF for application to the Obligations; (c) use the name of Borrower on notices or communications with account debtors to verify the accuracy of the Accounts; (d) sign the name of Borrower on any document or instrument that CDF shall deem necessary or appropriate to perfect and maintain perfected the security interests in the Collateral under this Agreement and the Other Agreements; (e) supply any omitted information and correct errors in any documents between CDF and Borrower; and (f) initiate and resolve any insurance claim and endorse Borrower’s name on any check, instrument or other item of payment. In the event of a Default, to Borrower authorizes CDF to: (i) receivedemand payment, open enforce payment and dispose otherwise exercise all of all mail addressed to such Borrower relating Borrower’s rights, and remedies with respect to the Collateral, collection of any Accounts; (ii) notify settle, adjust, compromise, extend or renew any Accounts; (iii) settle, adjust or compromise any legal proceedings brought to collect any Accounts; (iv) sell or assign any Accounts upon such terms, for such amounts and direct the United States Post Office authorities by notice given at such time or times as CDF may deem advisable; (v) discharge and release any Accounts; (vi) prepare, file and sign Borrower’s name on any Proof of Claim in Bankruptcy or similar document against any obligor; (vii) authenticate, execute or endorse the name of Borrower upon any chattel paper, document, instrument, invoice, freight xxxx, xxxx of lading or similar document or agreement relating to any Account or goods pertaining thereto; and (viii) take control in any manner of any item of payments or proceeds and for such Borrower and signed on its behalf, purpose to notify the Postal Authorities to change the address for delivery of all mail addressed to such Borrower relating to the Collateral to an address to be designated by Agent, and to cause such mail to be delivered to such designated address where Agent as CDF may open all such mail designate. This power of attorney and remove therefrom any notes, checks, acceptances, drafts, money orders or the other instruments in payment powers of the Collateral in which Agent has a security interest hereunder attorney granted herein are irrevocable and any documents relative thereto, with full power to endorse the name of such Borrower upon any such notes, checks, acceptances, drafts, money order or other form of payment or on Collateral or security of any kind and to effect the deposit and collection thereof, and Agent shall have the further right and power to endorse the name of such Borrower on any documents otherwise relating to such Collateral, (iii) send notices to such Contract Debtors or account debtors, and (iv) do any and all other things necessary or proper to carry out the intent of this Agreement; and (b) at all times, to (i) sign the name of such Borrower to drafts against Contract Debtors or other account debtors, and execute on behalf of such Borrower assignments, notices of assignments, financing statements and other public records and notices on all other instruments or documents and (ii) do any and all other things necessary or proper to perfect and protect the liens and rights of Agent and Lenders created under this Agreement. Each Borrower agrees that neither Agent or any Lender nor any of its agents, designees or attorneys-in-fact will be liable for any acts of commission or omission, or for any error of judgment or mistake of fact or law, except for those arising from the gross negligence or willful misconduct of the Agent or any Lender or any of their agents, designees or attorneys-in-fact. The powers granted hereunder are coupled with an interest and shall be irrevocable during the term hereof. Agent shall have the right to apply all money or security otherwise due to Borrowers to the payment of any of the Advances or other sums payable pursuant to this Agreement at such time and in such order of application as Agent may determineinterest.

Power of Attorney. Each Borrower hereby appoints reaffirms its irrevocable appointment of the Agent, as its agent and its agents and designees, the true and lawful agents and attorneysattorney-in-fact of such Borrowerfact, with full power of substitution, having full power and authority, in its own name, in the name of any Lender(s), in the name of any Borrower or otherwise (abut at the cost and expense of the Borrowers and without notice to any Borrower), to (i) during upon an Event of Default, notify Account Debtors obligated on any of the continuance Receivables to make payments thereon directly to the lockbox referenced in Section 11.2 of this Agreement, and to take control of the cash and non-cash proceeds of any such Receivables, which right the Agent may exercise at any time whether or not an Event of Default shall have occurred and be continuing hereunder or was theretofore making collections thereon; (ii) upon an Event of Default, compromise, extend or renew any of the Collateral constituting Receivables or deal with any of the Collateral as the Agent may deem advisable; (iii) upon an Event of Default, release its interest in, make exchanges or substitutions for and/or surrender, all or any part of any Borrower’s interest in all or any part of the Collateral; (iv) upon an Event of Default, remove from any Borrower’s place(s) of business all books, records, ledger sheets, correspondence, invoices and documents relating to or evidencing any of the Collateral, or without cost or expense to the Agent, make such use of any Borrower’s place(s) of business as may be reasonably necessary to administer, control and/or collect the Collateral; (v) upon an Event of Default, repair, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any Account Debtor; (vi) demand, collect receipt for and upon an Event of Default, and give renewals, extensions, discharges and releases of all or any part of the Collateral; (vii) upon an Event of Default, institute and prosecute legal and equitable proceedings to enforce collection of, or realize upon, all or any part of the Collateral; (viii) upon an Event of Default, settle, renew, extend, compromise, compound, exchange or adjust claims with respect to all or any part of the Collateral or any legal proceedings brought with respect thereto; and (ix) upon an Event of Default, receive and open all mail addressed to any Borrower (other than mail sent to the Lockbox which may be received and opened in the ordinary course of Lockbox procedures irrespective of whether any Event of Default has occurred), and if an Event of Default exists hereunder, notify the Post Office authorities to change the address for the delivery of mail to any Borrower to such address as the Agent may designate; it being understood that the rights granted to the Agent in this clause (ix), which are operative on the occurrence of an Event of Default, to (i) receive, open and dispose of all mail addressed to such Borrower relating shall not in any way limit or impair the other rights provided to the CollateralAgent and/or Lenders in this Agreement or any other Loan Document, (ii) notify including, without limitation, their rights with respect to the Collateral Account and direct the United States Post Office authorities by notice given below-referenced lockbox. Furthermore, each Borrower hereby reaffirms its irrevocable appointment of the Agent, as its agent and attorney-in-fact, with power of substitution, having full power and authority, in its own name, in the name of such any Lender(s), in the name of any Borrower or otherwise (but at the cost and signed on its behalfexpense of the Borrowers and without notice to any Borrower) and regardless of whether an Event of Default has occurred or any act, event or condition which with notice or the lapse of time, or both, would constitute an Event of Default has occurred, to change (a) file financing statements and continuation statements covering the address for delivery Collateral and execute the same on behalf of all mail addressed any Borrower; (b) charge against any banking account of any Borrower any item of payment credited to such any Borrower’s account which is dishonored by the drawee or maker thereof; and/or (iii) endorse the name of any Borrower upon any items of payment relating to the Collateral to an address to be designated by Agent, and to cause such mail to be delivered to such designated address where Agent may open all such mail and remove therefrom any notes, checks, acceptances, drafts, money orders or other instruments in payment of the Collateral in which Agent has a security interest hereunder and any documents relative thereto, with full power to endorse the name of such Borrower upon any such notes, checks, acceptances, drafts, money order or other form proof of payment or on Collateral or security of claim in bankruptcy against any kind and to effect the deposit and collection thereof, and Agent shall have the further right and power to endorse the name of such Borrower on any documents otherwise relating to such Collateral, (iii) send notices to such Contract Debtors or account debtors, and (iv) do any and all other things necessary or proper to carry out the intent of this Agreement; and (b) at all times, to (i) sign the name of such Borrower to drafts against Contract Debtors or other account debtors, and execute on behalf of such Borrower assignments, notices of assignments, financing statements and other public records and notices on all other instruments or documents and (ii) do any and all other things necessary or proper to perfect and protect the liens and rights of Agent and Lenders created under this Agreement. Each Borrower agrees that neither Agent or any Lender nor any of its agents, designees or attorneys-in-fact will be liable for any acts of commission or omission, or for any error of judgment or mistake of fact or law, except for those arising from the gross negligence or willful misconduct of the Agent or any Lender or any of their agents, designees or attorneys-in-fact. The powers granted hereunder are coupled with an interest and shall be irrevocable during the term hereof. Agent shall have the right to apply all money or security otherwise due to Borrowers to the payment of any of the Advances or other sums payable pursuant to this Agreement at such time and in such order of application as Agent may determineAccount Debtor.

Power of Attorney. Each Borrower hereby irrevocably appoints Agent, DFS (and its agents and designees, the any Person designated by it) as Borrower's true and lawful agents and attorneys-in-fact of such Borrower, Attorney with full power to at any time, in the discretion of substitution, DFS (whether or not Default has occurred) to: (a) during endorse the continuance name of an Event Borrower upon any of the items of payment of proceeds of the Collateral and deposit the same in the account of DFS for application to the Obligations; (b) sign the name of Borrower to verify the accuracy of the Accounts; (c) sign the name of Borrower on any document or instrument that DFS shall deem necessary or appropriate to perfect and maintain perfected the security interests in the Collateral under this Agreement and other Loan Documents; (d) initiate and settle any insurance claim and endorse Borrower's name on any check, instrument or other item of payment; (e) endorse the name of Borrower upon financing statements, instruments, Certificates of Title and Statements of Origin pertaining to the Collateral; (f) supply omitted information and correct errors in any documents between DFS and Borrower; and (g) do anything to preserve and protect the Collateral and DFS' rights and interest therein. In the event of a Default, Borrower irrevocably appoints DFS (and any Person designated by it) as Borrower's true and lawful Attorney with full power to at any time, in the discretion of DFS to: (i) receivedemand payment, open enforce payment and dispose otherwise exercise all of all mail addressed to such Borrower relating Borrower's rights, and remedies with respect to the Collateral, collection of any Accounts; (ii) notify settle, adjust, compromise, extend or renew any Accounts; (iii) settle, adjust or compromise any legal proceedings brought to collect any Accounts; (iv) sell or assign any Accounts upon such terms, for such amounts and direct the United States Post Office authorities by notice given at such time or times as DFS may deem advisable; (v) discharge and release any Accounts; (vi) prepare, file and sign Borrower's name on any Proof of Claim in Bankruptcy or similar document against any Account Debtor; (vii) endorse the name of Borrower upon any chattel paper, document, instrument, invoice, freight xxxx, xxxx of lading o similar document or agreement relating to any Account or goods pertaining thereto; and (viii) take control in any manner of any item of payments or proceeds and for such Borrower and signed on its behalf, purpose to notify the Postal Authorities to change the address for delivery of all mail addressed to such Borrower relating to the Collateral to an address to be designated by Agent, and to cause such mail to be delivered to such designated address where Agent as DFS may open all such mail designate. This power of attorney is for value and remove therefrom any notes, checks, acceptances, drafts, money orders or other instruments in payment of the Collateral in which Agent has a security interest hereunder and any documents relative thereto, with full power to endorse the name of such Borrower upon any such notes, checks, acceptances, drafts, money order or other form of payment or on Collateral or security of any kind and to effect the deposit and collection thereof, and Agent shall have the further right and power to endorse the name of such Borrower on any documents otherwise relating to such Collateral, (iii) send notices to such Contract Debtors or account debtors, and (iv) do any and all other things necessary or proper to carry out the intent of this Agreement; and (b) at all times, to (i) sign the name of such Borrower to drafts against Contract Debtors or other account debtors, and execute on behalf of such Borrower assignments, notices of assignments, financing statements and other public records and notices on all other instruments or documents and (ii) do any and all other things necessary or proper to perfect and protect the liens and rights of Agent and Lenders created under this Agreement. Each Borrower agrees that neither Agent or any Lender nor any of its agents, designees or attorneys-in-fact will be liable for any acts of commission or omission, or for any error of judgment or mistake of fact or law, except for those arising from the gross negligence or willful misconduct of the Agent or any Lender or any of their agents, designees or attorneys-in-fact. The powers granted hereunder are coupled with an interest and is irrevocable so long as any Obligations remain outstanding and by DFS exercising such right, DFS shall be irrevocable during not waive any right against Borrower until the term hereof. Agent shall have the right to apply all money or security otherwise due to Borrowers to the payment of any of the Advances or other sums payable pursuant to this Agreement at such time and Obligations are paid in such order of application as Agent may determinefull.

Power of Attorney. Each Borrower hereby irrevocably constitutes and appoints Agent, and its agents and designees, the Lender as Borrower's true and lawful agents and attorneys-in-fact of such Borrowerattorney, with full power of substitution, (a) during at the continuance sole cost and expense of Borrower but for the sole benefit of the Lender, upon the occurrence of an Event of DefaultDefault or after DEMAND with respect to Obligations payable on DEMAND, to convert the Collateral into cash, including, without limitation, completing the manufacture or processing of work in process, and the sale (ieither public or private) of all or any portion or portions of the inventory and other Collateral; to enforce collection of the Collateral, either in its own name or in the name of Borrower, including, without limitation, executing releases or waivers, compromising or settling with any Debtors and prosecuting, defending, compromising or releasing any action relating to the Collateral; to receive, open and dispose of all mail addressed to such Borrower relating and to take therefrom any remittances or proceeds of Collateral in which the Collateral, (ii) Lender has a security interest; to notify and direct the United States Post Office authorities by notice given in the name of such Borrower and signed on its behalf, to change the address for delivery of all mail addressed to such Borrower relating to the Collateral to an address to be designated by Agent, and to cause such mail to be delivered to such designated address where Agent may open all such mail and remove therefrom any notes, checks, acceptances, drafts, money orders or other instruments in payment of as the Collateral in which Agent has a security interest hereunder and any documents relative thereto, with full power Lender shall designate; to endorse the name of such Borrower in favor of the Lender upon any such notes, and all checks, acceptances, drafts, money order orders, notes, acceptances or other form instruments of payment the same or on Collateral or security of any kind different nature; to sign and to effect the deposit and collection thereof, and Agent shall have the further right and power to endorse the name of such Borrower on and to receive as secured party any of the Collateral, any invoices, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents otherwise of title of the same or different nature relating to such the Collateral, (iii) send notices ; to such Contract Debtors or account debtors, and (iv) do any and all other things necessary or proper to carry out the intent of this Agreement; and (b) at all times, to (i) sign the name of such Borrower to drafts against Contract on any notice of the Debtors or other account debtorson verification of the Collateral; and to sign, if necessary, and execute file or record on behalf of such Borrower assignments, notices of assignments, any financing statements and or other public records and notices on all other instruments statement in order to perfect or documents and (ii) protect the Lender's security interest. The Lender shall not be obliged to do any and all other things necessary of the acts or proper to perfect and protect the liens and rights of Agent and Lenders created under this Agreement. Each Borrower agrees that neither Agent or any Lender nor exercise any of its agentsthe powers hereinabove authorized, designees but if the Lender elects to do any such act or attorneys-in-fact will exercise any such power, it shall not be liable accountable for any acts more than it actually receives as a result of commission or omissionsuch exercise of power, or for any error of judgment or mistake of fact or law, and it shall not be responsible to Borrower except for those arising from the its own gross negligence or willful misconduct of misconduct. All powers conferred upon the Agent or any Lender or any of their agentsby this Agreement, designees or attorneys-in-fact. The powers granted hereunder are being coupled with an interest and interest, shall be irrevocable during the term hereof. Agent shall have the right to apply all money so long as any Obligation of Borrower or security otherwise due to Borrowers any guarantor or surety to the payment of any of Lender shall remain unpaid or the Advances or other sums payable pursuant to Lender is obligated under this Agreement at such time and in such order of application as Agent may determineto extend any credit to Borrower.

Power of Attorney. Each Borrower hereby irrevocably constitutes and appoints Agent, and its agents and designees, the Lender as Borrower's true and lawful agents and attorneysattorney-in-fact of such Borrowerfact, with full power of substitution, (a) during at the continuance sole cost and expense of Borrower but for the sole benefit of Lender, upon the occurrence of an Event of Default, to convert the Collateral into cash, including, without limitation, completing the manufacture or processing of work in process, and the sale (ieither public or private) of all or any portion or portions of the inventory and other Collateral; to enforce collection of the Collateral, either in its own name or in the name of Borrower, including, without limitation, executing releases or waivers, compromising or settling with any debtors and prosecuting, defending, compromising or releasing any action relating to the Collateral; to receive, open and dispose of all mail addressed to such Borrower relating and to the Collateral, (ii) take therefrom any remittances or proceeds of Collateral in which Lender has a Security Interest; to notify and direct the United States Post Office authorities by notice given in the name of such Borrower and signed on its behalf, to change the address for delivery of all mail addressed to such Borrower relating to the Collateral to an address to be designated by Agent, and to cause such mail to be delivered to such designated address where Agent may open all such mail and remove therefrom any notes, checks, acceptances, drafts, money orders or other instruments in payment of the Collateral in which Agent has a security interest hereunder and any documents relative thereto, with full power as Lender shall designate; to endorse the name of such Borrower in favor of Lender upon any such notes, and all checks, acceptances, drafts, money order orders, notes, acceptances or other form instruments of payment the same or on Collateral or security of any kind different nature; to sign and to effect the deposit and collection thereof, and Agent shall have the further right and power to endorse the name of such Borrower on and to receive as secured party any of the Collateral, any invoices, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents otherwise of title of the same or different nature relating to such the Collateral, (iii) send notices ; to such Contract Debtors or account debtors, and (iv) do any and all other things necessary or proper to carry out the intent of this Agreement; and (b) at all times, to (i) sign the name of such Borrower on any notice of the Debtor Parties or on verification of the Collateral; and to drafts against Contract Debtors or other account debtorssign, if necessary, and execute file or record on behalf of such Borrower assignments, notices of assignments, any financing statements and or other public records and notices on all other instruments statement in order to perfect or documents and (ii) protect Lender's Security Interest. Lender shall not be obliged to do any and all other things necessary of the acts or proper to perfect and protect the liens and rights of Agent and Lenders created under this Agreement. Each Borrower agrees that neither Agent or any Lender nor exercise any of its agentsthe powers hereinabove authorized, designees but if Lender elects to do any such act or attorneys-in-fact will exercise any such power, it shall not be liable accountable for any acts more than it actually receives as a result of commission or omissionsuch exercise of power, or for any error of judgment or mistake of fact or law, and it shall not be responsible to Borrower except for those arising from the its own gross negligence or willful misconduct of the Agent or any misconduct. All powers conferred upon Lender or any of their agentsby this Agreement, designees or attorneys-in-fact. The powers granted hereunder are being coupled with an interest and interest, shall be irrevocable during the term hereof. Agent so long as any Obligation of Borrower or any guarantor or surety to Lender shall have the right to apply all money remain unpaid or security otherwise due to Borrowers to the payment of any of the Advances or other sums payable pursuant to Lender is obligated under this Agreement at such time and in such order of application as Agent may determineto extend any credit to Borrower.

Power of Attorney. Each Borrower hereby Grantor irrevocably makes, constitutes and appoints the Agent (and all officers, employees or agents designated by the Agent, and its agents and designees, the ) as such Grantor’s true and lawful agents agent and attorneysattorney-in-fact of fact, and in such Borrowercapacity the Agent shall have the right, with full power of substitutionsubstitution for each Grantor and in each Grantor’s name or otherwise, for the use and benefit of the Agent and the other Credit Parties, (a) at any time, whether or not a Default or Event of Default has occurred, to take actions required to be taken by the Grantors under Section 2.1 of this Agreement, (b) upon the occurrence and during the continuance of a Cash Dominion Event or as otherwise permitted under the Credit Agreement, (i) to take actions required to be taken by the Grantors under Section 5.1 of this Agreement, and (ii) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; and (c) upon the occurrence and during the continuance of an Event of DefaultDefault or as otherwise permitted under the Credit Agreement, to (i) receiveto demand, open collect, receive payment of, give receipt for and dispose give discharges and releases of all mail addressed to such Borrower relating to or any of the Collateral, ; (ii) notify and direct the United States Post Office authorities by notice given in to sign the name of any Grantor on any invoices, schedules of Collateral, freight or express receipts, or bills of lading storage receipts, warehouse receipts or other documents of title relating to any of the Collateral; (iii) to sign the name of any Grantor on any notice to such Borrower Grantor’s Account Debtors; (iv) to sign the name of any Grantor on any proof of claim in bankruptcy against Account Debtors, and signed on its behalfnotices of lien, claims of mechanic’s liens, or assignments or releases of mechanic’s liens securing the Accounts; (v) to sign change of address forms to change the address for delivery of all to which each Grantor’s mail addressed is to be sent to such address as the Agent shall designate; (vi) to receive and open each Grantor’s mail, remove any Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of a Grantor, or other legal representative of a Grantor whom the Agent determines to be the appropriate person to whom to so turn over such mail; (vii) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (viii) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral Collateral; (ix) to an address take all such action as may be necessary to be designated by Agentobtain the payment of any letter of credit and/or banker’s acceptance of which any Grantor is a beneficiary; (x) to repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of any Grantor; (xi) to use, license or transfer any or all General Intangibles of any Grantor; and (xii) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to cause such mail to be delivered to such designated address where Agent may open all such mail and remove therefrom any notes, checks, acceptances, drafts, money orders or other instruments in payment of the Collateral in which Agent has a security interest hereunder and any documents relative thereto, with full power to endorse the name of such Borrower upon any such notes, checks, acceptances, drafts, money order or other form of payment or on Collateral or security of any kind and to effect the deposit and collection thereof, and Agent shall have the further right and power to endorse the name of such Borrower on any documents otherwise relating to such Collateral, (iii) send notices to such Contract Debtors or account debtors, and (iv) do any and all other acts and things necessary or proper to carry out the intent purposes of this Agreement, as fully and completely as though the Agent were the absolute owner of the Collateral for all purposes; and (b) at all timesprovided, to (i) sign however, that nothing herein contained shall be construed as requiring or obligating the name of such Borrower to drafts against Contract Debtors or other account debtors, and execute on behalf of such Borrower assignments, notices of assignments, financing statements and other public records and notices on all other instruments or documents and (ii) do any and all other things necessary or proper to perfect and protect the liens and rights of Agent and Lenders created under this Agreement. Each Borrower agrees that neither Agent or any Lender nor other Credit Party to make any commitment or to make any inquiry as to the nature or sufficiency of its agentsany payment received by the Agent or any other Credit Party, designees or attorneysto present or file any claim or notice. It is understood and agreed that the appointment of the Agent as the agent and attorney-in-fact will be liable for any acts of commission or omission, or for any error of judgment or mistake of fact or law, except for those arising from the gross negligence or willful misconduct of the Agent or any Lender or any of their agents, designees or attorneys-in-fact. The powers granted hereunder are Grantors for the purposes set forth above is coupled with an interest and shall be irrevocable during the term hereof. Agent shall have the right to apply all money or security otherwise due to Borrowers to the payment of any of the Advances or other sums payable pursuant to this Agreement at such time and in such order of application as Agent may determineis irrevocable.

Power of Attorney. Each Borrower The Debtor authorizes the Agent and does hereby appoints make, constitute and appoint the Agent, and its agents and designees, any officer or agent of the true and lawful agents and attorneys-in-fact of such BorrowerAgent, with full power of substitution, as the Debtors true and lawful attorney-in-fact, with power, in its own name or in the name of the Debtor: (a) during to endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the continuance Collateral that may come into possession of an Event t Agent; (b) to sign and endorse any invoice, freight or express xxxx, xxxx of Defaultlading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents relating to Collateral; (ic) to pay or discharge any taxes, liens, security interest or other encumbrances at any time levied or placed on or threatened against the Collateral; (d) to demand, collect, receipt for, compromise, settle and xxx for monies due in respect of the Collateral; (e) to receive, open and dispose of all mail addressed to such Borrower relating the Debtor and to notify the Collateral, (ii) notify and direct the United States Post Office authorities by notice given in the name of such Borrower and signed on its behalf, to change the address for delivery of all mail addressed to the Debtor to such Borrower relating address as the Agent may designate; and (f) generally to do, at the Agents option and at the Debtors expense, at any time, or from time to time, all acts and things which the Agent deems necessary to protect, preserve and realize upon the Collateral to an address to be designated by Agent, and to cause such mail to be delivered to such designated address where Agent may open all such mail and remove therefrom any notes, checks, acceptances, drafts, money orders or other instruments in payment of the Collateral in which Agent has a Secured Parties security interest hereunder and any documents relative thereto, with full power to endorse the name of such Borrower upon any such notes, checks, acceptances, drafts, money therein in order or other form of payment or on Collateral or security of any kind and to effect the deposit and collection thereof, and Agent shall have the further right and power to endorse the name of such Borrower on any documents otherwise relating to such Collateral, (iii) send notices to such Contract Debtors or account debtors, and (iv) do any and all other things necessary or proper to carry out the intent of this Security Agreement and the Credit Agreement, all as fully and effectually as the Debtor might or could do; and (b) at the Debtor hereby ratifies all times, that said attorney shall lawfully do or cause to (i) sign the name be done by virtue hereof. All acts of such Borrower to drafts against Contract Debtors said attorney or other account debtors, designee are hereby ratified and execute on behalf of such Borrower assignments, notices of assignments, financing statements approved and other public records and notices on all other instruments said attorney or documents and (ii) do any and all other things necessary or proper to perfect and protect the liens and rights of Agent and Lenders created under this Agreement. Each Borrower agrees that neither Agent or any Lender nor any of its agents, designees or attorneys-in-fact will designee shall not be liable for any acts of commission or omission, or nor for any error of or judgment or mistake of fact or law, law except for those arising from the its own gross negligence or willful misconduct misconduct. This power of the Agent or any Lender or any of their agents, designees or attorneys-in-fact. The powers granted hereunder are coupled with an interest and attorney shall be irrevocable during for the term hereof. Agent shall have the right to apply all money or security otherwise due to Borrowers to the payment of this Security Agreement and thereafter as long as any of the Advances or other sums payable pursuant to this Agreement at such time and in such order of application as Agent may determineObligations shall be outstanding.

Power of Attorney. Each Borrower hereby irrevocably constitutes and appoints Agent, and its agents and designees, the Lender as Borrower’s true and lawful agents and attorneys-in-fact of such Borrowerattorney, with full power of substitution, (a) during at the continuance sole cost and expense of Borrower but for the sole benefit of Lender, upon the occurrence of an Event of DefaultDefault which has not been cured or waived by Lender, to convert the Collateral into cash, including, without limitation, completing the manufacture or processing of work in process, and the sale (ieither public or private) of all or any portion or portions of the Collateral (subject to the notice and other terms provided in Section 6.2, above); to enforce collection of the Collateral, either in its own name or in the name of Borrower, including, without limitation, executing releases or waivers, compromising or settling with any Account Debtors and prosecuting, defending, compromising or releasing any action relating to the Collateral; to receive, open and dispose of all mail addressed to such Borrower relating to the Collateral, (ii) notify and direct the United States Post Office authorities by notice given in the name of such Borrower and signed on its behalf, to take therefrom any remittances or proceeds of Collateral in which Lender has a security interest; to notify applicable postal authorities to change the address for delivery of all mail addressed to such Borrower relating to the Collateral to an address to be designated by Agent, and to cause such mail to be delivered to such designated address where Agent may open all such mail and remove therefrom any notes, checks, acceptances, drafts, money orders or other instruments in payment of the Collateral in which Agent has a security interest hereunder and any documents relative thereto, with full power as Lender shall designate; to endorse the name of such Borrower in favor of Lender upon any such notes, and all checks, acceptances, drafts, money order orders, notes, acceptances or other form instruments of payment the same or on Collateral or security of any kind different nature; to sign and to effect the deposit and collection thereof, and Agent shall have the further right and power to endorse the name of such Borrower on and to receive as secured party any of the Collateral, any invoices, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents otherwise of title of the same or different nature relating to such the Collateral, (iii) send notices ; to such Contract Debtors or account debtors, and (iv) do any and all other things necessary or proper to carry out the intent of this Agreement; and (b) at all times, to (i) sign the name of such Borrower to drafts against Contract on any notice of the Account Debtors or other account debtorson verification of the Collateral; and to sign, if necessary, and execute file or record on behalf of such Borrower assignments, notices of assignments, any financing statements and or other public records and notices on all other instruments statement in order to perfect or documents and (ii) protect Lender’s security interest. Lender shall not be obliged to do any and all other things necessary of the acts or proper to perfect and protect the liens and rights of Agent and Lenders created under this Agreement. Each Borrower agrees that neither Agent or any Lender nor exercise any of its agentsthe powers hereinabove authorized, designees but if Lender elects to do any such act or attorneysexercise any such power, it shall not be accountable for more than it actually receives as a result of such exercise of power, and it shall not be entitled to collect more than an amount equal to the then outstanding Obligations, and any sums received in excess of the then-in-fact will outstanding Obligations shall be liable for returned to Borrower, and it shall not be responsible to Borrower or to any acts other party (and shall be and is hereby indemnified by Borrower against any such responsibility to any other party) except in the event that Lender has been determined, with finality, by a court of commission or omissioncompetent jurisdiction, or for any error of judgment or mistake of fact or law, except for those arising from the that Lender has committed gross negligence or willful misconduct of the Agent or any misconduct. All powers conferred upon Lender or any of their agentsby this Agreement, designees or attorneys-in-fact. The powers granted hereunder are being coupled with an interest and interest, shall be irrevocable during the term hereof. Agent so long as any Obligation of Borrower or any surety to Lender shall have the right to apply all money remain unpaid or security otherwise due to Borrowers to the payment of any of the Advances or other sums payable pursuant to Lender are obligated under this Agreement at such time and in such order of application as Agent may determineto extend any credit to Borrower.

Power of Attorney. Each Borrower hereby appoints Agent, and Lender its agents and designees, the true and lawful agents and attorneysattorney-in-fact of such Borrowerfact, with full power of substitution, (a) during for the continuance purpose of carrying out the provisions hereof and taking any action and executing any instruments which Lender may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an Event interest provided, however, that this power of Defaultattorney shall terminate upon the latest of Borrower's payment in full of all obligations owing to Lender under this Agreement and under the Master Note or termination or expiration of this Agreement. Without limiting the generality of the foregoing, to Lender shall have the right and power (i) receiveto give notices of its security interest in the Collateral to any person, open and dispose of all mail addressed to such Borrower relating to the Collateral, (ii) notify and direct the United States Post Office authorities by notice given either in the name of such Borrower or in its own name; (ii) to endorse and signed on its behalfdeliver to any person or entity any check, instrument or other paper coming into Lender's possession and representing payment made in respect of any Note included in the Collateral or in respect of any other Collateral; (iii) to change prepare, complete, execute, deliver and record any assignment of Mortgage to Lender, or to any other person or entity; (iv) to endorse and deliver any Note relating to any Loan constituting the address for delivery Collateral and do every other thing necessary or desirable to effect transfer of all mail addressed to such Borrower relating to or any portion of the Collateral to an address Lender or to be designated by Agent, any other person or entity; (v) to take all necessary and appropriate action in respect to cause such mail all obligations of Borrower hereunder and the items of Collateral to be delivered to such designated address where Agent may open Lender or held by Borrower in trust for the Lender including, without limitation, to instruct any title company or closing agent to deliver any Loan Document held by it directly to tender or its designee; (vi) to commence, prosecute, settle, discontinue, defend, or otherwise dispose of any claim relating to any part of the Collateral; (vii) to endorse and collect all such mail checks payable to the order of the Borrower representing any payment on account of or the sale proceeds of any Loan constituting Collateral; (viii) to execute and remove therefrom acknowledge any notes, checks, acceptances, drafts, money orders Loan Documents or other instruments documents necessary in payment of the Collateral order to perfect Lender's interest in which Agent has a security interest hereunder and any documents relative thereto, accordance with full power to endorse the name of such Borrower upon any such notes, checks, acceptances, drafts, money order or other form of payment or on Collateral or security of any kind and to effect the deposit and collection thereof, and Agent shall have the further right and power to endorse the name of such Borrower on any documents otherwise relating to such Collateral, (iii) send notices to such Contract Debtors or account debtors, and (iv) do any and all other things necessary or proper to carry out the intent of this Agreement; and (bix) at all times, generally to (i) sign the Borrower's name of such Borrower to drafts against Contract Debtors or other account debtors, and execute on behalf of such Borrower assignments, notices of assignments, financing statements and other public records and notices on all other instruments or documents and (ii) do any and all other things wherever necessary or proper appropriate to perfect and protect effect the liens and rights performance of Agent and Lenders created under this Agreement. Each Borrower agrees that neither Agent or any Lender nor any of its agents, designees or attorneysThis section shall be liberally construed so as to give the greatest latitude to Lender's power as Borrower's attorney-in-fact will be liable for to collect, sell and deliver any acts of commission or omission, or for any error of judgment or mistake of fact or law, except for those arising from the gross negligence or willful misconduct of the Agent or any Lender or any of their agents, designees or attorneys-in-factCollateral and all other documents relating thereto. The powers and authorities herein conferred on Lender may be exercised by or through any person or entity who, at the time of the execution of a particular instrument, is an authorized officer of Lender. The power of attorney conferred by this Section shall become effective upon the, execution and delivery of this Agreement and is granted hereunder are coupled for a valuable consideration. All persons or entities dealing with an interest and Lender, any officer thereof, or any substitute attorney, acting pursuant hereto shall be irrevocable during fully protected in treating the term hereof. Agent shall powers and authorities conferred by this Section as existing and continuing in full force and effect until advised by Lender that obligations hereunder have been fully and finally paid and satisfied and the right to apply all money Agreement has expired or security otherwise due to Borrowers to the payment of any of the Advances or other sums payable pursuant to this Agreement at such time and in such order of application as Agent may determineterminated.

Power of Attorney. Each Borrower hereby appoints Agent, and its agents and designees, the true and lawful agents and attorneys-in-fact of such Borrower, with full power of substitution, (a) to (i) during the continuance of an Event of Default, upon prior written notice to (i) Borrowers, receive, open and dispose of all mail addressed to such Borrower relating to the Collateral, (ii) during the continuance of an Event of Default, upon prior written notice to Borrowers, notify and direct the United States Post Office authorities by notice given in the name of such Borrower Bxxxxxxx and signed on its behalf, to change the address for delivery of all mail addressed to such Borrower relating to the Collateral to an address to be designated by Agent, and to cause such mail to be delivered to such designated address where Agent may open all such mail and remove therefrom any notes, checks, acceptances, drafts, money orders or other instruments in payment of the Collateral in which Agent has a security interest hereunder and any documents relative thereto, with full power to endorse the name of such Borrower upon any such notes, checks, acceptances, drafts, money order or other form of payment or on Collateral or security of any kind and to effect the deposit and collection thereof, and Agent shall have the further right and power to endorse the name of such Borrower on any documents otherwise relating to such Collateral, (iii) during the continuance of an Event of Default, upon prior or contemporaneous written notice to Bxxxxxxxx, send notices to such Contract Debtors or account debtors, and (iv) during the continuance of an Event of Default, do any and all other things necessary or proper to carry out the intent of this Agreement; and (b) at all times, to (i) sign the name of such Borrower to drafts against Contract Debtors or other account debtors, and execute on behalf of such Borrower assignments, notices of assignments, financing statements and other public records and notices on all other instruments or documents and (ii) do any and all other things necessary or proper to perfect and protect the liens Liens and rights of Agent and Lenders Lxxxxxx created under this Agreement. Each Borrower agrees that neither Agent or any Lender nor any of its agents, designees or attorneys-in-fact will be liable for any acts of commission or omission, or for any error of judgment or mistake of fact or law, except for those arising from the gross negligence or willful misconduct of the Agent or any Lender or any of their agents, designees or attorneys-in-fact. The powers granted hereunder are coupled with an interest and shall be irrevocable during the term hereof. Agent shall have the right to apply all money or security otherwise due to Borrowers to the payment of any of the Advances or other sums payable pursuant to this Agreement at such time and in such order of application as Agent may determine.

Power of Attorney. Each Borrower hereby appoints AgentFor the purpose of securing the interests of the Security Trustee and the other Secured Creditors whether under or pursuant to this Security Trust Deed or any Series Document or in relation to the Secured Property and the performance of its obligations to the Security Trustee and the other Secured Creditors, and its agents and designeeswhether under or pursuant to this Security Trust Deed or any Series Document or in relation to the Secured Property, the true Loan Note Issuer irrevocably for value and lawful agents by way of security hereby severally appoints the Security Trustee and attorneys-in-fact every Receiver of such Borrower, with full power of substitution, (a) during the continuance of an Event of Default, to (i) receive, open and dispose of all mail addressed to such Borrower relating to the Collateral, (ii) notify and direct the United States Post Office authorities by notice given in the name of such Borrower and signed on its behalf, to change the address for delivery of all mail addressed to such Borrower relating to the Collateral to an address Secured Property or any part thereof to be designated by Agent, and to cause such mail to be delivered to such designated address where Agent may open all such mail and remove therefrom any notes, checks, acceptances, drafts, money orders or other instruments in payment of the Collateral in which Agent has a security interest hereunder and any documents relative thereto, its attorney (with full power to endorse the name of such Borrower upon any such notesappoint substitutes or to sub-delegate, checks, acceptances, drafts, money order or other form of payment or on Collateral or security of any kind and to effect the deposit and collection thereof, and Agent shall have the further right and including power to endorse authorise the name of such Borrower on any documents otherwise relating person so appointed to such Collateral, (iiimake further appointments) send notices to such Contract Debtors or account debtors, and (iv) do any and all other things necessary or proper to carry out the intent of this Agreement; and (b) at all times, to (i) sign the name of such Borrower to drafts against Contract Debtors or other account debtors, and execute on behalf of such Borrower assignmentsthe Loan Note Issuer and in its name or otherwise, notices of assignments, financing statements and other public records and notices on all other instruments to execute any document or documents and (ii) do any assurance, act or thing which the Loan Note Issuer ought to execute or do pursuant to this Security Trust Deed and all other things necessary generally on its behalf and in its name or proper otherwise, to perfect and protect execute any document or do any assurance, act or thing which the liens and rights of Agent and Lenders created under this Agreement. Each Borrower agrees that neither Agent Security Trustee or any Lender nor any of such Receiver (or such substitute or delegate) may, in its agentsor his absolute discretion, designees properly consider appropriate in connection with the exercise or attorneys-in-fact will be liable for any acts of commission or omission, or for any error of judgment or mistake of fact or law, except for those arising from the gross negligence or willful misconduct of the Agent or any Lender or any of their agents, designees or attorneys-in-fact. The powers granted hereunder are coupled with an interest and shall be irrevocable during the term hereof. Agent shall have the right to apply all money or security otherwise due to Borrowers to the payment enforcement of any of the Advances rights, powers, authorities or other sums payable discretions conferred on the Security Trustee or the Receiver under or pursuant to this Agreement at Security Trust Deed or any Series Document. The Loan Note Issuer hereby ratifies and confirms and agrees to ratify and confirm whatever any such time attorney does or purports to do in the exercise or purported exercise of all or any of the powers, authorities and discretions referred to in such order this Clause 9.11. For the avoidance of application as Agent may determinedoubt, this power of attorney is granted, inter alia, pursuant to Article 5 of the Powers of Attorney (Jersey) Law 1995 for the purposes of facilitating the Security Trustee's powers hereunder and under the Jersey Security Interests Law in respect of the Loan Note Issuer Jersey Security Interest.

Power of Attorney. Each Borrower Grantor, as to itself, hereby appoints the Collateral Agent and the Collateral Agent, and its agents and designees, the true and lawful agents and attorneys-in-fact of ’s designee as such BorrowerGrantor’s attorney, with full power of substitution, (a) upon the occurrence and during the continuance of an Event of Default: (a) to endorse such Grantor’s name on any checks, notes, acceptances, money orders or other forms of payment or security that come into the Collateral Agent’s or any other Secured Parties’ possession; (b) to sign such Grantor’s name on any invoice, bill of lading, warehouse receipt or other document of title relating to any Collateral, on drafts against customers, on assignments of Accounts, on notices of assignment, financing statements and other public records and to file any such financing statements by electronic means with or without a signature as authorized or required by applicable law or filing procedure; (ic) to notify the post office authorities to change the address for delivery of such Grantor’s mail to an address designated by the Collateral Agent and to receive, open and dispose of all mail addressed to such Borrower relating Grantor; (d) to the send requests for verification of Accounts to customers or Account Debtors (but if any such Accounts constitute Intercreditor Collateral, only so long as no ABL Liens are outstanding on such Collateral); (iie) notify and direct to clear Inventory through customs in such Grantor’s name, the United States Post Office authorities by notice given in Collateral Agent’s name or the name of such Borrower and signed on its behalf, to change the address for delivery of all mail addressed to such Borrower relating to the Collateral to an address to be designated by Agent’s designee, and to cause sign and deliver to customs officials powers of attorney in such mail Grantor’s name for such purpose; and (f) to be delivered to such designated address where Agent may open do all such mail and remove therefrom any notes, checks, acceptances, drafts, money orders or other instruments in payment of things the Collateral in which Agent has a security interest hereunder and any documents relative thereto, with full power to endorse the name of such Borrower upon any such notes, checks, acceptances, drafts, money order or other form of payment or on Collateral or security of any kind and to effect the deposit and collection thereof, and Agent shall have the further right and power to endorse the name of such Borrower on any documents otherwise relating to such Collateral, (iii) send notices to such Contract Debtors or account debtors, and (iv) do any and all other things reasonably determines are necessary or proper to carry out the intent security interest provisions of this Agreement; the Indenture and (b) at all times, to (i) sign the name provisions of such Borrower to drafts against Contract Debtors or other account debtors, and execute on behalf of such Borrower assignments, notices of assignments, financing statements and other public records and notices on all other instruments or documents and (ii) do any and all other things necessary or proper to perfect and protect the liens and rights of Agent and Lenders created under this Agreement. Each Borrower agrees that neither Grantor ratifies and approves all acts of such attorney. Notwithstanding anything in this Agreement or any other Indenture Document to the contrary, none of the Trustee, the Collateral Agent or any Lender nor any of its agentstheir attorneys, designees employees or attorneys-in-fact Affiliates will be liable for any acts of commission or omission, omissions or for any error of judgment or mistake of fact or law, except for those law other than any such liability arising from the any such Person’s gross negligence or willful misconduct misconduct, as finally determined by a court of the Agent or any Lender or any of their agents, designees or attorneys-in-fact. The powers granted hereunder are coupled with an interest and shall be irrevocable during the term hereof. Agent shall have the right to apply all money or security otherwise due to Borrowers to the payment of any of the Advances or other sums payable pursuant to this Agreement at such time and in such order of application as Agent may determinecompetent jurisdiction.

Power of Attorney. Each Borrower Obligor hereby irrevocably constitutes and appoints Agent (and all Persons designated by Agent, and its agents and designees, the ) as such Xxxxxxx’s true and lawful agents attorney (and attorneysagent-in-fact fact) for the purposes provided in this Section. Agent, or Agent’s designee, may, without notice and in either its or an Obligor’s name, but at the cost and expense of such Borrower, with full power of substitution, Obligors: (a) during the continuance a Trigger Period (Dominion), endorse an Obligor’s name on any Payment Item or other proceeds of Collateral (including proceeds of insurance) that come into Agent’s possession or control; (b) during an Event of Default, to (i) notify any Account Debtors of the assignment of their Accounts, demand and enforce payment of Accounts by legal proceedings or otherwise, and generally exercise any rights and remedies with respect to Accounts; (ii) settle, adjust, modify, compromise, discharge or release any Accounts or other Collateral, or any legal proceedings brought to collect Accounts or Collateral; (iii) sell or assign any Accounts and other Collateral upon such terms, for such amounts and at such times as Agent deems advisable; (iv) collect, liquidate and receive balances in Deposit Accounts or investment accounts consisting of Collateral, and take control, in any manner, of proceeds of Collateral; (v) prepare, file and sign an Obligor’s name to a proof of claim or other document in a bankruptcy of an Account Debtor, or to any notice, assignment or satisfaction of Lien or similar document; (vi) receive, open and dispose of all mail addressed to such Borrower an Obligor (which Agent shall use commercially reasonable efforts to limit to mail relating to the Collateral), (ii) and notify and direct the United States Post Office postal authorities by notice given in the name of to deliver any such Borrower and signed on its behalf, to change the address for delivery of all mail addressed to such Borrower relating to the Collateral to an address to be designated by Agent; (vii) endorse any Chattel Paper, and to cause such mail to be delivered to such designated address where Agent may open all such mail and remove therefrom any notesDocument, checksInstrument, acceptancesbill of lading, drafts, money orders or other instruments in payment of the Collateral in which Agent has a security interest hereunder and document or agreement relating to any documents relative theretoAccounts, with full power to endorse the name of such Borrower upon any such notes, checks, acceptances, drafts, money order Inventory or other form Collateral; (viii) use an Obligor’s stationery and sign its name to verifications of payment Accounts and notices to Account Debtors; (ix) use information contained in any data processing, electronic or on Collateral or security of any kind and to effect the deposit and collection thereof, and Agent shall have the further right and power to endorse the name of such Borrower on any documents otherwise information systems relating to such Collateral, ; (iiix) send notices make and adjust claims under insurance policies related to such Contract Debtors or account debtors, and Collateral; (ivxi) do take any and all other things action as may be necessary or proper appropriate to carry out the intent obtain payment under any letter of this Agreementcredit, banker’s acceptance or other instrument for which an Obligor is a beneficiary; and (bxii) at all times, to (i) sign the name of such Borrower to drafts against Contract Debtors or other account debtors, and execute on behalf of such Borrower assignments, notices of assignments, financing statements and other public records and notices on take all other instruments or documents and (ii) do any and all other things necessary or proper to perfect and protect the liens and rights of Agent and Lenders created under this Agreement. Each Borrower agrees that neither Agent or any Lender nor any of its agents, designees or attorneys-in-fact will be liable for any acts of commission or omission, or for any error of judgment or mistake of fact or law, except for those arising from the gross negligence or willful misconduct of the Agent or any Lender or any of their agents, designees or attorneys-in-fact. The powers granted hereunder are coupled with an interest and shall be irrevocable during the term hereof. Agent shall have the right to apply all money or security otherwise due to Borrowers to the payment of any of the Advances or other sums payable pursuant to this Agreement at such time and in such order of application actions as Agent may determinedeems appropriate to fulfill any Obligor’s obligations under the Loan Documents. SECTION 9.

Power of Attorney. (a) Each Borrower hereby irrevocably constitutes, designates and appoints AgentCSFB and any employee, agent and its agents and designees, the true and lawful agents and attorneys-in-fact of such Borrowerofficer thereof, with full power of substitution, (a) during the continuance of as its true and lawful attorney-in-fact with full irrevocable power and authority following an Event of Default, to (i) receive, open Default in the place and dispose stead of all mail addressed to such Borrower relating to the Collateral, (ii) notify and direct the United States Post Office authorities by notice given in the name of such Borrower or in its own name, from time to time in CSFB's discretion, for the purpose of carrying out the terms of this Agreement and signed any other Related Agreements and, without limiting the generality of the foregoing, such Borrower hereby gives CSFB the power and right, on behalf of such Borrower, without notice to or assent by such Borrower to do the following: (i) at such time or times hereafter as CSFB or its behalfemployees, officers or agents, in its sole discretion, may determine, in CSFB's or Borrower's name, to change the address for delivery of all mail addressed to endorse such Borrower Borrower's name on any Receivable, checks, notes, drafts, instruments, documents or any other payment relating to the Collateral which come into the possession of CSFB or come under CSFB's control; (ii) to an address the extent permitted by law, to be designated sign such Borrower's name on any document (including, without limitation, financing statements and continuations thereof and assignments) necessary or desirable for the purpose of maintaining or achieving the perfection of CSFB's security interest in the Collateral and such Borrower's interest in the Financed Vehicle and other collateral granted by Agent, and to cause such mail to be delivered the Obligor to such designated address where Agent may open Borrower; (iii) to file any claim or take any other action or proceeding in any court of law or equity for the purpose of collecting any and all such mail and remove therefrom any notes, checks, acceptances, drafts, money orders or other instruments in payment of the Collateral in which Agent has a security interest hereunder and Obligations due under this Agreement and any documents relative theretoother Related Agreements; (iv) to remove from any premises where they may be located any and all documents, with full power instruments, files and records relating to endorse the Collateral; (v) to take or bring, in CSFB's name or in the name of such Borrower upon any such notesBorrower, checksall steps, acceptancesactions, drafts, money order suits or other form of payment proceedings deemed by CSFB necessary or on Collateral or security of any kind and desirable to effect collection of or to realize upon the deposit and collection thereof, and Agent shall have the further right and power to endorse the name of such Borrower on any documents otherwise relating to such Collateral, (iii) send notices to such Contract Debtors or account debtors, and (iv) do any and all other things necessary or proper to carry out the intent of this Agreement; and (bvi) at all timesfollowing an Event of Default or Potential Event of Default, to (i) sign direct the name of such Borrower Servicers to drafts against Contract Debtors or other account debtors, and execute on behalf of such Borrower assignments, notices of assignments, financing statements and other public records and notices on make all other instruments or documents and (ii) do any and all other things necessary or proper to perfect and protect the liens and rights of Agent and Lenders created under this Agreement. Each Borrower agrees that neither Agent or any Lender nor any of its agents, designees or attorneys-in-fact will be liable for any acts of commission or omission, or for any error of judgment or mistake of fact or law, except for those arising from the gross negligence or willful misconduct payments of the Agent or any Lender or any of their agents, designees or attorneys-in-fact. The powers granted hereunder are coupled with an interest and shall be irrevocable during the term hereof. Agent shall have the right Collateral to apply all money or security otherwise due to Borrowers to the payment of any of the Advances or other sums payable pursuant to this Agreement at such time and in such order of application as Agent may determineCSFB.

Power of Attorney. Each Borrower hereby appoints Agent, FINOVA and its agents and designees, the true and lawful agents and attorneys-in-fact of such designees as Borrower's attorney, with full the power to endorse Borrower's name on any checks, notes, acceptances, money orders or other forms of substitutionpayment or security that come into FINOVA's possession; to sign Borrower's name on any invoice or xxxx of lading relating to any Receivable, (a) during on drafts against customers or Payors, on assignments of Receivables, on notices of assignment, financing statements and other public records, on verifications of accounts and on notices to customers or Payors or account debtors; to send requests for verification of Receivables to customers or account debtors; after the continuance occurrence of an any Event of Default, to (i) receive, notify the post office authorities to change the address for delivery of Borrower's mail to an address designated by FINOVA and to open and dispose of all mail addressed to such Borrower relating to the Collateral, (ii) notify and direct the United States Post Office authorities by notice given in the name of such Borrower and signed on its behalf, to change the address for delivery of all mail addressed to such Borrower relating to the Collateral to an address to be designated by Agent, Borrower; and to cause such mail to be delivered to such designated address where Agent may open all such mail and remove therefrom any notes, checks, acceptances, drafts, money orders or other instruments in payment of the Collateral in which Agent has a security interest hereunder and any documents relative thereto, with full power to endorse the name of such Borrower upon any such notes, checks, acceptances, drafts, money order or other form of payment or on Collateral or security of any kind and to effect the deposit and collection thereof, and Agent shall have the further right and power to endorse the name of such Borrower on any documents otherwise relating to such Collateral, (iii) send notices to such Contract Debtors or account debtors, and (iv) do any and all other things FINOVA deems necessary or proper desirable to carry out the intent terms of this Agreement; . Borrower hereby ratifies and (b) at approves all times, to (i) sign the name acts of such Borrower to drafts against Contract Debtors or other account debtors, and execute on behalf of such Borrower assignments, notices of assignments, financing statements and other public records and notices on all other instruments or documents and (ii) do any and all other things necessary or proper to perfect and protect the liens and rights of Agent and Lenders created under this Agreementattorney. Each Borrower agrees that neither Agent or any Lender Neither FINOVA nor any of its agents, designees or attorneys-in-fact will shall be liable for any acts of commission or omission, or omissions nor for any error of judgment or mistake of fact or lawlaw while acting as Borrower's attorney. This power, except for those arising from the gross negligence or willful misconduct of the Agent or any Lender or any of their agents, designees or attorneys-in-fact. The powers granted hereunder are being coupled with an interest interest, is irrevocable until the Obligations have been fully satisfied and shall be irrevocable during the term hereof. Agent FINOVA's obligation to provide loans hereunder shall have the terminated Governing Law; Waivers . THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ENFORCEMENT OF THE OBLIGATIONS, SHALL BE INTERPRETED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE CONFLICT OF LAWS RULES) OF THE STATE OF ARIZONA GOVERNING CONTRACTS TO BE PERFORMED ENTIRELY WITHIN SUCH STATE. BORROWER HEREBY CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE COUNTY OF MARICOPA IN THE STATE OF ARIZONA OR, AT THE SOLE OPTION OF FINOVA, IN ANY OTHER COURT IN WHICH FINOVA SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY. BORROWER WAIVES ANY OBJECTION OF FORUM NON CONVENIENS AND VENUE. BORROWER FURTHER WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT, AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS BE MADE BY MESSENGER, CERTIFIED MAIL OR REGISTERED MAIL DIRECTED TO BORROWER AT THE ADDRESS SET FORTH BELOW ITS SIGNATURE HERETO AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED UPON THE EARLIER OF ACTUAL RECEIPT OR THREE (3) DAYS AFTER THE SAME SHALL HAVE BEEN POSTED TO BORROWER'S ADDRESS; BORROWER FURTHER WAIVES ANY RIGHT IT MAY OTHERWISE HAVE TO COLLATERALLY ATTACK ANY JUDGMENT ENTERED AGAINST IT. Mutual Waiver of Right to Jury Trial . FINOVA AND BORROWER EACH HEREBY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, ARISING OUT OF, OR IN ANY WAY RELATING TO: (I) THIS AGREEMENT; (II) ANY OTHER PRESENT OR FUTURE INSTRUMENT OR AGREEMENT BETWEEN FINOVA AND BORROWER; OR (III) ANY CONDUCT, ACTS OR OMISSIONS OF FINOVA OR BORROWER OR ANY OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS OR ANY OTHER PERSONS AFFILIATED WITH FINOVA OR BORROWER; IN EACH OF THE FOREGOING CASES, WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE. Lien Termination . In recognition of FINOVA's right to apply have all money or security otherwise due to Borrowers to of its attorneys' fees and other expenses incurred in connection with this Agreement secured by the Collateral, notwithstanding the payment in full of the Obligations, FINOVA shall not be required to execute or record any terminations or satisfactions of any of its liens on the Advances or other sums payable pursuant Collateral unless and until Borrower has executed and delivered to FINOVA general releases of all claims, in form and substance satisfactory to FINOVA. DO NOT TAKE OUT THIS CONTINUOUS SECTION BREAK - Borrower: SANGSTAT MEDICAL CORPORATION Fed. Tax ID # 00-0000000 By: /s/ Xxxxxx X. Dance Title: Senior Vice President, Finance Borrower's address for notices: 0000 Xxxxxxxxx Xxxxxx Xxxxxxx, XX 00000 Attn: Xxxxxxx Dance acsimile: (000) 000-0000 FINOVA: FINOVA CAPITAL CORPORATION By /s/ Xxxxxx X. Xxxxxxxxxx Title: Vice President FINOVA's address for notices: FINOVA Capital Corporation 000 Xxxxx Xxxxx Xxxxxx Xxxxx 0000 Xxx Xxxxxxx, XX 00000 Attn: Xxxxxx Xxxxx & Portfolio Manager Facsimile: (000) 000-0000 with a copy to: FINOVA Capital Corporation 0000 Xxxxx Xxxxxxxxxx Xxxx Xxxxxxxxxx, XX 00000-0000 Attn: Xxxxxx X'Xxxxx Facsimile: (000) 000-0000 Schedule to Loan and Security Agreement Borrower: SangStat Medical Corporation Address: 0000 Xxxxxxxxx Xxxxxx Xxxxxxx, XX 00000 Date: April , 2000 This Schedule forms an integral part of the Loan and Security Agreement between the above Borrower and FINOVA Capital Corporation dated the above date, and all references herein and therein to "this Agreement" shall be deemed to refer to said Agreement and to this Agreement at such time and in such order of application as Agent may determine.Schedule. TOTAL FACILITY (SECTION 2.1): $30,000,000 LOANS (SECTION 2.2):

Power of Attorney. Each Borrower hereby Grantor irrevocably makes, constitutes and appoints the Collateral Agent (and all officers, employees or agents designated by the Collateral Agent, and its agents and designees, the ) as such Grantor’s true and lawful agents agent and attorneysattorney-in-fact of fact, and in such Borrowercapacity the Collateral Agent shall have the right, with full power of substitutionsubstitution for each Grantor and in each Grantor’s name or otherwise, for the use and benefit of the Collateral Agent and the other Credit Parties, (a) at any time, whether or not a Default or Event of Default has occurred, to take actions required to be taken by the Grantors under SECTION 2.01 of this Agreement, (b) upon the occurrence and during the continuance of a Cash Dominion Event or as otherwise permitted under the Credit Agreement, (i) to take actions required to be taken by the Grantors under SECTION 5.01 of this Agreement; and (ii) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof, and (c) upon the occurrence and during the continuance of an Event of DefaultDefault or as otherwise permitted under the Credit Agreement, to (i) receiveto demand, open collect, receive payment of, give receipt for and dispose give discharges and releases of all mail addressed to such Borrower relating to or any of the Collateral, ; (ii) notify and direct the United States Post Office authorities by notice given in to sign the name of any Grantor on any invoices, schedules of Collateral, Documents, freight or express receipts, or bills of lading storage receipts, warehouse receipts or other documents of title relating to any of the Collateral; (iii) to sign the name of any Grantor on any notice to such Borrower Grantor’s Account Debtors; (iv) to sign the name of any Grantor on any proof of claim in bankruptcy against Account Debtors, and signed on its behalfnotices of lien, claims of mechanic’s liens, or assignments or releases of mechanic’s liens securing the Accounts; (v) to sign change of address forms to change the address for delivery of all to which each Grantor’s mail addressed is to be sent to such address as the Collateral Agent shall designate; (vi) to receive and open each Grantor’s mail, remove any Proceeds of Collateral therefrom and turn over the balance of such mail either to the Lead Borrower or to any trustee in bankruptcy or receiver of a Grantor, or other legal representative of a Grantor whom the Collateral Agent reasonably determines to be the appropriate person to whom to so turn over such mail; (vii) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (viii) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (ix) to take all such action as may be reasonably necessary to obtain the payment of any letter of credit and/or banker’s acceptance of which any Grantor is a beneficiary; (x) to repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of any Grantor; (xi) to use, license or transfer any or all General Intangibles of any Grantor, subject to those restrictions to which such Grantor is subject under applicable Law and by contract; (xii) to cause all Documents (including, without limitation, freight or express receipts, or bills of lading storage receipts, warehouse receipts or other documents of title) to name the Collateral Agent as consignee and to an address obtain control over the Documents, and (xiii) to be designated by Agentuse, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to cause such mail to be delivered to such designated address where Agent may open all such mail and remove therefrom any notes, checks, acceptances, drafts, money orders or other instruments in payment of the Collateral in which Agent has a security interest hereunder and any documents relative thereto, with full power to endorse the name of such Borrower upon any such notes, checks, acceptances, drafts, money order or other form of payment or on Collateral or security of any kind and to effect the deposit and collection thereof, and Agent shall have the further right and power to endorse the name of such Borrower on any documents otherwise relating to such Collateral, (iii) send notices to such Contract Debtors or account debtors, and (iv) do any and all other acts and things reasonably necessary or proper to carry out the intent purposes of this Agreement, as fully and completely as though the Collateral Agent was the absolute owner of the Collateral for all purposes; and (b) at all timesprovided, to (i) sign however, that nothing herein contained shall be construed as requiring or obligating the name of such Borrower to drafts against Contract Debtors or other account debtors, and execute on behalf of such Borrower assignments, notices of assignments, financing statements and other public records and notices on all other instruments or documents and (ii) do any and all other things necessary or proper to perfect and protect the liens and rights of Agent and Lenders created under this Agreement. Each Borrower agrees that neither Collateral Agent or any Lender nor other Credit Party to make any commitment or to make any inquiry as to the nature or sufficiency of its agentsany payment received by the Collateral Agent or any other Credit Party, designees or attorneysto present or file any claim or notice. It is understood and agreed that the appointment of the Collateral Agent as the agent and attorney-in-fact will be liable for any acts of commission or omission, or for any error of judgment or mistake of fact or law, except for those arising from the gross negligence or willful misconduct of the Agent or any Lender or any of their agents, designees or attorneys-in-fact. The powers granted hereunder are Grantors for the purposes set forth above is coupled with an interest and shall be irrevocable during the term hereof. Agent shall have the right to apply all money or security otherwise due to Borrowers to the payment of any of the Advances or other sums payable pursuant to this Agreement at such time and in such order of application as Agent may determineis irrevocable.

Power of Attorney. Each Borrower hereby appoints reaffirms its irrevocable appointment of the Administrative Agent, as its agent and its agents and designees, the true and lawful agents and attorneysattorney-in-fact of such Borrowerfact, with full power of substitution, having full power and authority, in its own name, in the name of any Lender(s), in the name of any Borrower or otherwise (but at the cost and expense of the Borrowers and without notice to any Borrower), to (a) during upon an Event of Default, notify Account Debtors obligated on any of the continuance Receivables to make payments thereon directly to the lockbox referenced in Section 11.2, and to take control of the cash and non-cash proceeds of any such Receivables, which right the Administrative Agent may exercise at any time whether or not an Event of Default shall have occurred and be continuing hereunder or was theretofore making collections thereon; (b) upon an Event of Default, compromise, extend or renew any of the Collateral constituting Receivables or deal with any of the Collateral as the Administrative Agent may deem advisable; (c) upon an Event of Default, release its interest in, make exchanges or substitutions for and/or surrender, all or any part of any Borrower’s interest in all or any part of the Collateral; (d) upon an Event of Default, remove from any Borrower’s place(s) of business all books, records, ledger sheets, correspondence, invoices and documents relating to or evidencing any of the Collateral, or without cost or expense to the Administrative Agent, make such use of any Borrower’s place(s) of business as may be reasonably necessary to administer, control and/or collect the Collateral; (e) upon an Event of Default, repair, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any Account Debtor; (f) demand, collect receipt for and upon an Event of Default, and give renewals, extensions, discharges and releases of all or any part of the Collateral; (g) upon an Event of Default, institute and prosecute legal and equitable proceedings to enforce collection of, or realize upon, all or any part of the Collateral; (h) upon an Event of Default, settle, renew, extend, compromise, compound, exchange or adjust claims with respect to all or any part of the Collateral or any legal proceedings brought with respect thereto; and (i) upon an Event of Default, receive and open all mail addressed to any Borrower (other than mail sent to any lockbox established pursuant to Section 11.2 which may be received and opened in the ordinary course of such lockbox procedures irrespective of whether any Event of Default has occurred), and if an Event of Default exists hereunder, notify the Post Office authorities to change the address for the delivery of mail to any Borrower to such address as the Administrative Agent may designate; it being understood that the rights granted to the Administrative Agent in this clause (i), which are operative on the occurrence of an Event of Default, to (i) receive, open and dispose of all mail addressed to such Borrower relating shall not in any way limit or impair the other rights provided to the CollateralAdministrative Agent or Lenders in this Agreement or any other Loan Document, (ii) notify and direct the United States Post Office authorities by notice given in the name of such Borrower and signed on its behalf, to change the address for delivery of all mail addressed to such Borrower relating including their rights with respect to the Collateral to an address to be designated by Agent, Account and to cause such mail to be delivered to such designated address where Agent may open all such mail and remove therefrom any notes, checks, acceptances, drafts, money orders or other instruments in payment of the Collateral in which Agent has a security interest hereunder and any documents relative thereto, with full power to endorse the name of such Borrower upon any such notes, checks, acceptances, drafts, money order or other form of payment or on Collateral or security of any kind and to effect the deposit and collection thereof, and Agent shall have the further right and power to endorse the name of such Borrower on any documents otherwise relating to such Collateral, (iii) send notices to such Contract Debtors or account debtors, and (iv) do any and all other things necessary or proper to carry out the intent of this Agreement; and (b) at all times, to (i) sign the name of such Borrower to drafts against Contract Debtors or other account debtors, and execute on behalf of such Borrower assignments, notices of assignments, financing statements and other public records and notices on all other instruments or documents and (ii) do any and all other things necessary or proper to perfect and protect the liens and rights of Agent and Lenders created under this Agreement. Each Borrower agrees that neither Agent or any Lender nor any of its agents, designees or attorneysbelow-in-fact will be liable for any acts of commission or omission, or for any error of judgment or mistake of fact or law, except for those arising from the gross negligence or willful misconduct of the Agent or any Lender or any of their agents, designees or attorneys-in-fact. The powers granted hereunder are coupled with an interest and shall be irrevocable during the term hereof. Agent shall have the right to apply all money or security otherwise due to Borrowers to the payment of any of the Advances or other sums payable pursuant to this Agreement at such time and in such order of application as Agent may determine.referenced

Power of Attorney. Each Borrower hereby appoints Agent, Upon the occurrence and its agents and designees, the true and lawful agents and attorneys-in-fact of such Borrower, with full power of substitution, (a) during the continuance of an any Event of Default, without limiting Lender’s other rights and remedies, Borrower grants to Lender an irrevocable power of attorney coupled with an interest, authorizing and permitting Lender (iacting through any of its employees, attorneys or agents) receiveat any time, open at its option, but without obligation, with or without notice to Borrower, and dispose at Borrower's expense, to do any or all of all mail addressed the following, in Borrower's name or otherwise, but Lender agrees that if it exercises any right hereunder, it will do so in good faith and in a commercially reasonable manner: (a) execute on behalf of Borrower any documents that Lender may, in its Good Faith Business Judgment, deem advisable in order to such Borrower relating to perfect and maintain Lender's security interest in the Collateral, or in order to exercise a right of Borrower or Lender, or in order to fully consummate all the transactions contemplated under this Agreement, and all other Loan Documents; (iib) notify and direct the United States Post Office authorities by notice given in the name execute on behalf of such Borrower and signed on its behalfBorrower, to change the address for delivery of all mail addressed to such Borrower any invoices relating to the Collateral any Account, any draft against any Account Debtor and any notice to an address to be designated by Agentany Account Debtor, and to cause such mail to be delivered to such designated address where Agent may open all such mail and remove therefrom any notesproof of claim in bankruptcy, checksany Notice of Lien, acceptancesclaim of mechanic's, drafts, money orders materialman's or other instruments Lien, or assignment or satisfaction of mechanic's, materialman's or other Lien; (c) take control in any manner of any cash or non-cash items of payment or proceeds of the Collateral in which Agent has a security interest hereunder and any documents relative thereto, with full power to Collateral; endorse the name of such Borrower upon any such notesinstruments, checksor documents, acceptances, drafts, money order or other form evidence of payment or Collateral that may come into Lender's possession; (d) endorse all checks and other forms of remittances received by Lender; (e) pay, contest or settle any Lien and adverse claim in or to any of the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; (f) grant extensions of time to pay, compromise claims and settle Accounts and General Intangibles for less than face value and execute all releases and other documents in connection therewith; (g) pay any sums required on Collateral account of Borrower's taxes or security to secure the release of any kind Liens therefor, or both; (h) settle and to effect the deposit and collection thereofadjust, and Agent shall have give releases of, any insurance claim that relates to any of the further right Collateral and power obtain payment therefor; (i) instruct any third party having custody or control of any books or records belonging to, or relating to, Borrower to endorse give Lender the name same rights of such Borrower on any documents otherwise relating to such Collateral, (iii) send notices to such Contract Debtors or account debtors, access and (iv) do any and all other things necessary or proper to carry out the intent of rights with respect thereto as Lender has under this Agreement; and (bj) at all timestake any action or pay any sum required of Borrower pursuant to this Agreement and any other Loan Documents; (k) enter into a short-form intellectual property security agreement consistent with the terms of this Agreement for recording purposes only or modify, in its sole discretion, any intellectual property security agreement entered into between Borrower and Lender without first obtaining Borrower’s approval of or signature to such modification by amending exhibits thereto, as appropriate, to include reference to any right, title or interest in any Copyrights, Patents or Trademarks acquired by Borrower after the execution hereof or to delete any reference to any right, title or interest in any Copyrights, Patents or Trademarks in which Borrower no longer has or claims to have any right, title or interest; and (il) file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of the Collateral; provided Lender may exercise such power of attorney to sign the name of such Borrower to drafts against Contract Debtors or other account debtors, and execute on behalf any of such Borrower assignments, notices of assignments, financing statements and other public records and notices on all other instruments or the documents described in clauses (k) and (iil) do above, regardless of whether an Event of Default has occurred. Any and all reasonable sums paid and any and all other things necessary or proper reasonable costs, expenses, liabilities, obligations and documented attorneys’ fees incurred by Lender with respect to perfect the foregoing shall be added to and protect become part of the liens Obligations, shall be payable on demand, and rights of Agent and Lenders created under this Agreement. Each Borrower agrees that neither Agent or any Lender nor shall bear interest at a rate equal to the highest interest rate applicable to any of its agents, designees or attorneys-in-fact will be liable for any acts the Obligations. In no event shall Lender's rights under the foregoing power of commission or omission, or for any error of judgment or mistake of fact or law, except for those arising from the gross negligence or willful misconduct of the Agent or any Lender attorney or any of their agents, designees or attorneys-in-fact. The powers granted hereunder are coupled with an interest and shall Lender's other rights under this Agreement be irrevocable during the term hereof. Agent shall have the right deemed to apply all money or security otherwise due to Borrowers to the payment of any indicate that Lender is in control of the Advances business, management or other sums payable pursuant to this Agreement at such time and in such order properties of application as Agent may determineBorrower.

Power of Attorney. Each Borrower hereby appoints Agent, Lender and its agents and designees, the true and lawful agents and attorneysany designee of Lender as Borrowers attorney-in-fact and authorizes Lender or such designee, at Borrower's sole expense, to exercise at any times in Lender's or such designee's discretion all or any of such Borrowerthe following powers, which powers of attorney, being coupled with full power an interest, are irrevocable until all of substitution, the Obligations have been paid in full: (a) during the continuance of an Event of Default, to (i) receive, open take, endorse, assign, deliver, accept and dispose of all mail addressed to such Borrower relating to the Collateraldeposit, (ii) notify and direct the United States Post Office authorities by notice given in the name of Lender or Borrower, any and all cash, checks, commercial paper, drafts, remittances and other instruments and documents relating to the Collateral or the proceeds thereof, (b) transmit to any Account Debtor or any bailee notice of the interest of Lender in the Collateral or request from any such entity, at any time, in the name of Borrower or Lender or any designee of Lender, information concerning the Account and signed on its behalfany amounts owing with respect thereto, (c) notify any Account Debtor to make payment directly and solely to Lender, or notify bailees as to the disposition of Collateral, (d) take or bring, in the name of Lender or Borrower, all steps, actions, suits or proceedings deemed by Lender necessary or desirable to effect collection of or other realization upon any Collateral, (e) after an Event of-Default, change the address for delivery of all mail to Borrower and to receive and open mail addressed to such Borrower relating to Borrower, (f) after an Event of Default, upon any terms and conditions, extend the Collateral to an address to be designated by Agenttime of payment of, compromise, or settle for cash, credit, return of merchandise, any and to cause such mail to be delivered to such designated address where Agent may open all such mail Accounts and remove therefrom discharge or release any notes, checks, acceptances, drafts, money orders or other instruments in payment Account Debtor without affecting any of the Collateral Obligations, (g) execute in which Agent has a security interest hereunder and any documents relative thereto, with full power to endorse the name of such Borrower upon and file against Borrower in favor of Lender financing statements or amendments with respect to any such notes, checks, acceptances, drafts, money order or other form all of payment or on Collateral or security of any kind and to effect the deposit and collection thereofCollateral, and Agent shall have the further right and power to endorse (h) execute in the name of such Borrower on any documents otherwise relating to such Collateral, (iii) send notices to such Contract Debtors or account debtors, and (iv) do any and all other things necessary or proper to carry out the intent of this Agreement; and (b) at all times, to (i) sign the name of such Borrower to drafts against Contract Debtors or other account debtors, and execute file on behalf of Borrower with such governmental authorities as are appropriate such documents (including, without limitation, applications, certificates, and tax returns) as may be required for purposes of having Borrower assignments, notices of assignments, financing statements and other public records and notices on all other instruments qualified to transact business in a particular state or documents and (ii) do any and all other things necessary or proper to perfect and protect the liens and rights of Agent and Lenders created under this Agreement. Each Borrower agrees that neither Agent or any Lender nor any of its agents, designees or attorneys-in-fact will be liable for any acts of commission or omission, or for any error of judgment or mistake of fact or law, except for those arising from the gross negligence or willful misconduct of the Agent or any Lender or any of their agents, designees or attorneys-in-fact. The powers granted hereunder are coupled with an interest and shall be irrevocable during the term hereof. Agent shall have the right to apply all money or security otherwise due to Borrowers to the payment of any of the Advances or other sums payable pursuant to this Agreement at such time and in such order of application as Agent may determinegeographic location.

Power of Attorney. Each Borrower The Debtor authorizes the Secured Party and does hereby appoints Agentmake, constitute and appoint the Secured Party, and its agents and designees, any officer or agent of the true and lawful agents and attorneys-in-fact of such BorrowerSecured Party, with full power of substitution, (a) during as the Debtor's true and lawful attorney-in-fact, with power, in its own name or in the name of the Debtor, upon the occurrence and continuance of an Event of Default: (a) to endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Secured Party; (b) to sign and endorse any invoice, freight or express bill, xxxx ox xxding, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents relating to Collateral; (ic) to pay or discharge any taxes, liens, security interest or other encumbrances at any time levied or placed on or threatened against the Collateral; (d) to demand, collect, receipt for, compromise, settle and sue fox xonies due in respect of the Collateral; (e) to receive, open and dispose of all mail addressed to such Borrower relating the Debtor and to notify the Collateral, (ii) notify and direct the United States Post Office authorities by notice given in the name of such Borrower and signed on its behalf, to change the address for delivery of all mail addressed to the Debtor to such Borrower relating address as the Secured Party may designate; and (f) generally to do, at the Secured Party's option and at the Debtor's expense, at any time, or from time to time, all acts and things which the Secured Party deems necessary to protect, preserve and realize upon the Collateral to an address to be designated by Agent, and to cause such mail to be delivered to such designated address where Agent may open all such mail and remove therefrom any notes, checks, acceptances, drafts, money orders or other instruments in payment of the Collateral in which Agent has a Secured Party's security interest hereunder and any documents relative thereto, with full power to endorse the name of such Borrower upon any such notes, checks, acceptances, drafts, money therein in order or other form of payment or on Collateral or security of any kind and to effect the deposit and collection thereof, and Agent shall have the further right and power to endorse the name of such Borrower on any documents otherwise relating to such Collateral, (iii) send notices to such Contract Debtors or account debtors, and (iv) do any and all other things necessary or proper to carry out the intent of this Security Agreement and the Agreement, all as fully and effectually as the Debtor might or could do; and (b) at the Debtor hereby ratifies all times, that said attorney shall lawfully do or cause to (i) sign the name be done by virtue hereof. All acts of such Borrower to drafts against Contract Debtors said attorney or other account debtors, designee are hereby ratified and execute on behalf of such Borrower assignments, notices of assignments, financing statements approved and other public records and notices on all other instruments said attorney or documents and (ii) do any and all other things necessary or proper to perfect and protect the liens and rights of Agent and Lenders created under this Agreement. Each Borrower agrees that neither Agent or any Lender nor any of its agents, designees or attorneys-in-fact will designee shall not be liable for any acts of commission or omission, or nor for any error of judgment or mistake of fact or law, law except for those arising from the its own gross negligence or willful misconduct misconduct. This power of the Agent or any Lender or any of their agents, designees or attorneys-in-fact. The powers granted hereunder are coupled with an interest and attorney shall be irrevocable during for the term hereof. Agent shall have the right to apply all money or security otherwise due to Borrowers to the payment of this Security Agreement and thereafter as long as any of the Advances or other sums payable pursuant to this Agreement at such time and in such order of application as Agent may determineObligations shall be outstanding.

Power of Attorney. Each Borrower hereby appoints AgentNotwithstanding anything to the contrary in this Agreement but subject to Section 5.5, as of and from the Closing Date, Seller on behalf of itself and its Affiliates, and its agents subject to the terms set forth in this Section 2.5, hereby irrevocably constitutes and designeesappoints Purchaser, to the extent permitted by applicable Law and the terms of the Nonassignable Assets, with full power of substitution as Seller’s true and lawful agents attorney in fact with full irrevocable power and authority in the name and place of Seller and in the name of Seller or in its own name, to take any and all appropriate action and to execute and deliver any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement and the Xxxx of Sale and, to the extent that Seller has the right under applicable Law and any applicable contract, Seller hereby grants to Purchaser the power and right, on behalf of Seller, to the extent Seller has the legal power or right to do such act for its own benefit without notice to or assent by Seller, and at any time, to do the following: (a) pay or discharge any taxes, Liens (other than Liens arising through Purchaser), security interests, or other encumbrances levied or placed on or threatened against the Purchased Assets; (b) communicate in its own name with any party to any contract with regard to the assignment of the right, title and interest of Seller in and under the Purchased Assets; (c) execute, in connection with the transfer of title, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Purchased Assets, (d) to perform all the obligations and receive all the benefits of Seller under the Nonassignable Assets, and (e) defend, exercise or enforce any of Seller’s rights under the Product Agreements or Product Specific Patents in any manner reasonably necessary or advisable to protect Purchaser’s rights under this Agreement and appoint Purchaser their attorneys-in-fact of such Borrower, with full to act in their name on their behalf. The power of substitution, (a) during the continuance of attorney granted hereby is coupled with an Event of Default, to (i) receive, open and dispose of all mail addressed to such Borrower relating to the Collateral, (ii) notify and direct the United States Post Office authorities by notice given in the name of such Borrower and signed on its behalf, to change the address for delivery of all mail addressed to such Borrower relating to the Collateral to an address to be designated by Agentinterest, and to cause such mail to may not be delivered to such designated address where Agent may open all such mail and remove therefrom any notesrevoked or canceled by Seller without Purchaser’s written consent; provided, checks, acceptances, drafts, money orders or other instruments in payment however that the term of the Collateral in which Agent has foregoing power of attorney shall be effective from the Closing Date and shall terminate upon Purchaser’s receipt of the Capped Royalty Amount. If reasonably requested by Purchaser, Seller shall execute a security interest hereunder and any documents relative thereto, stand-alone power of attorney consistent with full power to endorse the name of such Borrower upon any such notes, checks, acceptances, drafts, money order or other form of payment or on Collateral or security of any kind and to effect the deposit and collection thereof, and Agent shall have the further right and power to endorse the name of such Borrower on any documents otherwise relating to such Collateral, (iii) send notices to such Contract Debtors or account debtors, and (iv) do any and all other things necessary or proper to carry out the intent terms of this Agreement; and (b) at all times, Section 2.5 to (i) sign the name enable Purchaser to present such power of such Borrower attorney to drafts against Contract Debtors or other account debtors, and execute on behalf of such Borrower assignments, notices of assignments, financing statements and other public records and notices on all other instruments or documents and (ii) do any and all other things necessary or proper to perfect and protect the liens and rights of Agent and Lenders created under parties without disclosing this Agreement. Each Borrower agrees that neither Agent or any Lender nor any Confidential Treatment has been requested for portions of its agents, designees or attorneys-in-fact will be liable for any acts of commission or omission, or for any error of judgment or mistake of fact or law, except for those arising from the gross negligence or willful misconduct of the Agent or any Lender or any of their agents, designees or attorneys-in-factthis exhibit. The powers granted hereunder are coupled with an interest and shall be irrevocable during copy filed herewith omits the term hereof. Agent shall have the right to apply all money or security otherwise due to Borrowers information subject to the payment confidentiality request. Omissions are designated as “****”. A complete version of any of this exhibit has been filed separately with the Advances or other sums payable pursuant to this Agreement at such time Securities and in such order of application as Agent may determineExchange Commission.

Power of Attorney. Each Borrower The Borrowers hereby appoints Agentirrevocably ------------------ designate, make, constitute and its agents appoint the Lender (and designees, all Persons designated by the Lender from time to time) as the true and lawful agents attorney and attorneys-in-agent in fact of the Borrowers, and the Lender, or any agent of the Lender, may, without notice to the Borrowers, and at such Borrower, with full power of substitution, (a) during time or times after the continuance occurrence of an Event of DefaultDefault as the Lender or any such agent in its sole discretion may determine, to (i) receive, open and dispose of all mail addressed to such Borrower relating to the Collateral, (ii) notify and direct the United States Post Office authorities by notice given in the name of such Borrower the Borrowers or the Lender, carry out any of the following: (a) to endorse the name of the Borrowers on any checks, notes, acceptances, money orders, drafts or other forms of payment or security that may come into the Lender's possession and signed on its behalfany chattel paper, document, freight xxxx or other document or instrument relating to any Receivables, Inventory, Farm Products or other Collateral; (b) to sign the name of the Borrowers on any invoice or xxxx of lading relating to any Receivables, Inventory, Farm Products or other Collateral, on any drafts against customers related to letters of credit, on schedules and assignments of Receivables furnished to the Lender by the Borrowers, on notices of assignment, financing statements and other public records relating to the perfection or priority of the Security Interest, on verifications of account and on notices to or from customers; (c) to demand payment of the Receivables from an Account Debtor; (d) to enforce payment of the Receivables by legal proceedings or otherwise; (e) to exercise all of the rights and remedies of the Borrowers with respect to the collection of Receivables; (f) to settle, adjust, compromise, extend or renew any or all of the Receivables; (g) to settle, adjust or compromise any legal proceedings brought to collect the Receivables; (h) to use the stationery of the Borrowers and sign the name of the Borrowers to verifications of the Receivables and on any notice to the Account Debtors; (i) to open the mail of the Borrowers to effectuate the collection of Receivables; (j) to notify the post office authorities to change the address for delivery of all the mail addressed to such Borrower relating to of the Collateral Borrowers to an address to be designated by Agentthe Lender; (k) to use all computer programs, tapes, disks, other computer software and the information recorded on or contained in any data processing equipment and computer hardware relating to cause such mail to be delivered to such designated address where Agent may open all such mail and remove therefrom any notesAccount Debtor, checksthe Receivables, acceptancesInventory, drafts, money orders Farm Products or other instruments in payment of Collateral to which the Collateral in which Agent has a security interest hereunder and any documents relative thereto, with full power to endorse the name of such Borrower upon any such notes, checks, acceptances, drafts, money order or other form of payment or on Collateral or security of any kind and to effect the deposit and collection thereof, and Agent shall Borrowers have the further right and power to endorse the name of such Borrower on any documents otherwise relating to such Collateral, (iii) send notices to such Contract Debtors or account debtors, access; and (ivl) do take any and all other things actions necessary to effectuate the collection of the Receivables or proper to carry out the intent of this Agreement; transactions contemplated hereby. This power-of- attorney shall be irrevocable and (b) at all times, to (i) sign the name of such Borrower to drafts against Contract Debtors or other account debtors, and execute on behalf of such Borrower assignments, notices of assignments, financing statements and other public records and notices on all other instruments or documents and (ii) do any and all other things necessary or proper to perfect and protect the liens and rights of Agent and Lenders created under this Agreement. Each Borrower agrees that neither Agent or any Lender nor any of its agents, designees or attorneys-in-fact will shall be liable for any acts of commission or omission, or for any error of judgment or mistake of fact or law, except for those arising from the gross negligence or willful misconduct of the Agent or any Lender or any of their agents, designees or attorneys-in-fact. The powers granted hereunder are coupled with an interest and shall be irrevocable during all acts taken by the term hereof. Agent shall have the right to apply all money or security otherwise due to Borrowers to the payment of any of the Advances or other sums payable Lender pursuant to this Agreement at such time power-of-attorney are hereby ratified and in such order of application as Agent may determineapproved by the Borrowers.

Power of Attorney. Each Borrower hereby Seller makes, constitutes and appoints Agent, Allied and its agents Chief Executive Officer and designees, the President as Seller's true and lawful agents and attorneysattorney-in-fact of such Borrower, with full power of substitution, (a) during the continuance of an Event of Default, to substitution and with power and authority to: (i) receiveendorse the name of Seller or of any of its officers or agents upon any notes, open and dispose checks, drafts, money orders, or other instruments of all mail addressed to such Borrower relating to the Collateral, payment; (ii) sign and endorse the name of Seller or any of its agents upon any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipt, drafts against Account Debtors, assignments, verifications, demands under letters of credit and notices in connection with Accounts acquired by Allied or which are Collateral under this Agreement, and any instrument or document relating thereto or to Seller's rights therein; (iii) execute any agreement compromising and settling any Dispute or collection of any Account owned by Allied or owned by Seller, if Seller is in default hereunder, on terms and conditions acceptable to Allied in its sole discretion; (iv) bring suit in the name of Allied to collect any Account; (v) amend the terms of any Account owned by Allied or owned by Seller, if Seller is in default hereunder; (vi) execute any financing statements (including amendments) to perfect Allied's Security Interest granted by this Agreement; (vii) if Seller is in default hereunder, execute and file in the name of Seller or Allied, or both, mechanics' liens, mineral liens and all related notices and claims under any payment bond, statue, or contract, in connection with goods or services provided by Seller for the improvement of realty; (viii) notify any Account Debtor obligated with respect to any Account purchased by Allied or (if Seller is in default of its liabilities or obligations to Allied) in which Allied has a security interest that the underlying Account has been assigned to Allied by Seller and direct that payment thereof is to be made to the order of and directly and solely to Allied; (ix) communicate directly with Account Debtors to verify the amount and validity of any Account and to collect payment; (x) if Allied (in its sole and absolute discretion) declares Seller to be in default hereunder, give written notice to such office and officials of the United States Post Office authorities by notice given in the name to effect such change or changes of such Borrower and signed on its behalf, to change the address for delivery of that all mail addressed to such Borrower relating to the Collateral to an address to be designated by Agent, and to cause such mail to Seller may be delivered directly to such designated address where Agent may open all such mail and remove therefrom any notes, checks, acceptances, drafts, money orders or other instruments in payment of the Collateral in which Agent has a security interest hereunder and any documents relative thereto, with full power to endorse the name of such Borrower upon any such notes, checks, acceptances, drafts, money order or other form of payment or on Collateral or security of any kind and to effect the deposit and collection thereof, and Agent shall have the further right and power to endorse the name of such Borrower on any documents otherwise relating to such Collateral, (iii) send notices to such Contract Debtors or account debtors, and (iv) do any and all other things necessary or proper to carry out the intent of this AgreementAllied; and (bxi) at all times, to (i) sign the name of such Borrower to drafts against Contract Debtors or other account debtors, and execute on behalf of such Borrower assignments, notices of assignments, financing statements and other public records and notices on all other instruments or documents and (ii) do any and all other things necessary or proper to perfect and protect the liens and exercise reclamation rights of Agent Seller and Lenders created under this Agreementto file a claim in a bankruptcy proceeding of an Account Debtor (which Seller requests Allied to do). Each Borrower agrees that neither Agent or any Lender nor any of its agents, designees or attorneysSeller's attorney-in-fact will be liable for any acts of commission or omission, or for any error of judgment or mistake of fact or law, except for those arising from is hereby granted full power to do all necessary things to accomplish the gross negligence or willful misconduct of above as fully and effectively as could Seller. Seller ratifies all that the Agent or any Lender or any of their agents, designees or attorneysattorney-in-factfact shall lawfully do or cause to be done by virtue hereof. The powers granted hereunder are coupled with an interest and power of attorney shall be irrevocable during for the term hereof. Agent shall have the right to apply all money or security otherwise due to Borrowers to the payment Term of any of the Advances or other sums payable pursuant to this Agreement at such time and until Allied has irrevocably received all payments to which Allied is or may be entitled from Seller and Account Debtors on Accounts purchased by Allied or in such order of application as Agent may determinewhich it has a security interest.

Power of Attorney. Each Borrower In addition to all of the powers ----------------- granted to the Trustee pursuant to the Indenture, the Pledgor hereby appoints Agent, and its agents and designees, constitutes the true and lawful agents and attorneysTrustee as the Pledgor's attorney-in-fact of such Borrower, (with full power of substitution, (a) to exercise to the fullest extent permitted by law all of the following powers upon and at any time after the occurrence and during the continuance of an Event of Default, : (a) collection of proceeds of any Collateral; (b) conveyance of any item of Collateral to any purchaser thereof; (ic) receive, open giving of any notices or recording of any Liens under Section 6 hereof; and dispose of all mail addressed to such Borrower relating to (d) paying or discharging taxes or Liens levied or placed upon the Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by the Trustee in its sole reasonable discretion, and such payments made by the Trustee to become part of the Obligations of the Pledgor to the Trustee, due and payable immediately upon demand. The Trustee's authority under this Section 11 shall include, without limitation, the authority to endorse and negotiate any checks or other instruments representing proceeds of Collateral, execute and give receipt for any certificate of ownership or any document constituting Collateral, transfer title to any item of Collateral, sign the Pledgor's name on all financing statements (iito the extent permitted by applicable law) notify and direct or any other documents deemed necessary or appropriate by the United States Post Office authorities by notice given Trustee to preserve, protect or perfect the security interest in the Collateral and to file the same, prepare, file and sign the Pledgor's name on any notice of such Borrower and signed on its behalf, to change the address for delivery of all mail addressed to such Borrower relating to the Collateral to an address to be designated by AgentLien, and to cause such mail take any other actions arising from or incident to be delivered the powers granted to such designated address where Agent may open all such mail the Trustee in this Pledge and remove therefrom any notes, checks, acceptances, drafts, money orders or other instruments in payment of the Collateral in which Agent has a security interest hereunder and any documents relative thereto, with full power to endorse the name of such Borrower upon any such notes, checks, acceptances, drafts, money order or other form of payment or on Collateral or security of any kind and to effect the deposit and collection thereof, and Agent shall have the further right and power to endorse the name of such Borrower on any documents otherwise relating to such Collateral, (iii) send notices to such Contract Debtors or account debtors, and (iv) do any and all other things necessary or proper to carry out the intent of this Agreement; and (b) at all times, to (i) sign the name of such Borrower to drafts against Contract Debtors or other account debtors, and execute on behalf of such Borrower assignments, notices of assignments, financing statements and other public records and notices on all other instruments or documents and (ii) do any and all other things necessary or proper to perfect and protect the liens and rights of Agent and Lenders created under this Security Agreement. Each Borrower agrees that neither Agent or any Lender nor any This power of its agents, designees or attorneys-in-fact will be liable for any acts of commission or omission, or for any error of judgment or mistake of fact or law, except for those arising from the gross negligence or willful misconduct of the Agent or any Lender or any of their agents, designees or attorneys-in-fact. The powers granted hereunder are attorney is coupled with an interest and shall be is irrevocable during by the term hereof. Agent shall have the right to apply all money or security otherwise due to Borrowers to the payment of any of the Advances or other sums payable pursuant to this Agreement at such time and in such order of application as Agent may determinePledgor.

Power of Attorney. Each Borrower hereby appoints Agent, Grantor has duly executed and its agents and designees, delivered to the true and lawful agents and attorneys-in-fact of such Borrower, with full Agent a power of substitution, attorney (aa “Power of Attorney”) during in substantially the continuance form attached hereto as Annex B. The power of an Event of Default, to (i) receive, open and dispose of all mail addressed to such Borrower relating attorney granted pursuant to the Collateral, (ii) notify and direct the United States Post Office authorities by notice given in the name Power of such Borrower and signed on its behalf, to change the address for delivery of all mail addressed to such Borrower relating to the Collateral to an address to be designated by Agent, and to cause such mail to be delivered to such designated address where Agent may open all such mail and remove therefrom any notes, checks, acceptances, drafts, money orders or other instruments in payment of the Collateral in which Agent has Attorney is a security interest hereunder and any documents relative thereto, with full power to endorse the name of such Borrower upon any such notes, checks, acceptances, drafts, money order or other form of payment or on Collateral or security of any kind and to effect the deposit and collection thereof, and Agent shall have the further right and power to endorse the name of such Borrower on any documents otherwise relating to such Collateral, (iii) send notices to such Contract Debtors or account debtors, and (iv) do any and all other things necessary or proper to carry out the intent of this Agreement; and (b) at all times, to (i) sign the name of such Borrower to drafts against Contract Debtors or other account debtors, and execute on behalf of such Borrower assignments, notices of assignments, financing statements and other public records and notices on all other instruments or documents and (ii) do any and all other things necessary or proper to perfect and protect the liens and rights of Agent and Lenders created under this Agreement. Each Borrower agrees that neither Agent or any Lender nor any of its agents, designees or attorneys-in-fact will be liable for any acts of commission or omission, or for any error of judgment or mistake of fact or law, except for those arising from the gross negligence or willful misconduct of the Agent or any Lender or any of their agents, designees or attorneys-in-fact. The powers granted hereunder are coupled with an interest and shall be irrevocable during until full payment of the term hereof. Agent shall have Secured Obligations and the right termination of any commitment of the Secured Parties to apply all money or security otherwise due to Borrowers make financial accommodations to the Borrower pursuant to the Credit Agreement; provided, that such power of attorney shall be reinstated if at any time any payment of any of the Advances Secured Obligations is rescinded or must otherwise be returned by the Agent upon the insolvency, bankruptcy or reorganization of the Borrower or any other sums payable Grantor or otherwise, all as though such payment had not been made. The powers conferred on the Agent (for the benefit of the Agent and the Secured Parties) under the Power of Attorney are solely to protect the Agent’s interests (for the benefit of the Agent and the Secured Parties) in the Collateral and shall not impose any duty upon the Agent or any Secured Party to exercise any such powers. The Agent agrees that (i) except for the powers granted in clause (i) of the Power of Attorney, it shall not exercise any power or authority granted under the Power of Attorney unless an Event of Default has occurred and is continuing, and (ii) the Agent shall account for any moneys received by the Agent in respect of any foreclosure on or disposition of Collateral pursuant to this Agreement at the Power of Attorney provided that none of the Agent or any Secured Party shall have any duty as to any Collateral, and the Agent and the Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such time and in such order of application as Agent may determinepowers. NONE OF THE AGENT, THE LENDERS, THE OTHER SECURED PARTIES OR THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL BE RESPONSIBLE TO THE GRANTORS FOR ANY ACT OR FAILURE TO ACT UNDER ANY POWER OF ATTORNEY OR OTHERWISE, EXCEPT IN RESPECT OF DAMAGES ATTRIBUTABLE SOLELY TO THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION, NOR FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES.

Power of Attorney. Each Borrower Loan Party hereby irrevocably appoints Agent, and Collateral Agent as its agents and designees, the true and lawful agents and attorneysattorney-in-fact of such Borrowerfact, with full power of substitution, to: (ai) during the continuance of at any time that an Event of DefaultDefault has occurred and is continuing, endorse such Loan Party’s name on any checks or other forms of payment or security, sign such Loan Party’s name on any invoice or bill of lading for any account or drafts against Account Debtors or sign such Loan Party’s name on any notices to Account Debtors; (iii) send requests for verification of Accounts; (iii) endorse each Loan Party’s name on any collection item that may come into either Agent’s possession; (iv) make, settle, and adjust all claims under such Loan Party’s policies of insurance and make all determinations and decisions with respect to such policies of insurance; (v) at any time that an Event of Default has occurred and is continuing, take control, in any manner, of any item of payment or proceeds relating to any Collateral; (vi) at any time that an Event of Default has occurred and is continuing, prepare, file, and sign such Loan Party’s name to a proof of claim in bankruptcy or similar document against any Account Debtor, or to any notice of lien, assignment, or satisfaction of lien or similar document in connection with any of the Collateral; (vii) at any time that an Event of Default has occurred and is continuing, receive, open and dispose of all mail addressed to such Borrower relating to the CollateralLoan Party, (ii) and notify and direct the United States Post Office postal authorities by notice given in the name of such Borrower and signed on its behalf, to change the address for delivery of all mail addressed thereof to such Borrower address as Collateral Agent may designate; (viii) use the information recorded on or contained in any data processing equipment, computer hardware, and software relating to the Collateral; (ix) at any time that an Event of Default has occurred and is continuing, settle and adjust disputes and claims respecting the Accounts, Chattel Paper or General Intangibles directly with Account Debtors, for amounts and upon terms that Collateral to an address Agent determines to be designated by Agentreasonable, and to Collateral Agent may cause such mail to be executed and delivered to such designated address where Agent may open all such mail and remove therefrom any notes, checks, acceptances, drafts, money orders or other instruments in payment of the Collateral in which Agent has a security interest hereunder and any documents relative theretoand releases that Collateral Agent determines to be necessary; (x) file UCC-3 assignments reflecting Collateral Agent as assignee of such Loan Party with respect to UCC-1 financing statements filed by such Loan Party in connection with Collateral; (xi) to the extent any Loan Party has the right to do so, with full power cause an Account Debtor’s insurers to endorse add Collateral Agent as loss payee under the relevant insurance policy; (xii) at any time that an Event of Default has occurred and is continuing, 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; (xiii) at any time that an Event of Default has occurred and is continuing, transfer any Collateral into the name of such Borrower upon any such notes, checks, acceptances, drafts, money order Collateral Agent for the benefit of Lenders or other form of payment or on Collateral or security of any kind and to effect a third-party as the deposit and collection thereof, and Agent shall have the further right and power to endorse the name of such Borrower on any documents otherwise relating to such Collateral, (iii) send notices to such Contract Debtors or account debtors, and (iv) do any and all other things necessary or proper to carry out the intent of this AgreementUCC permits; and (bxiv) at do all timesother acts and things necessary, in Collateral Agent’s determination, to (i) sign the name of such Borrower to drafts against Contract Debtors or other account debtors, and execute on behalf of such Borrower assignments, notices of assignments, financing statements and other public records and notices on all other instruments or documents and (ii) do any and all other things necessary or proper to perfect and protect the liens and rights of Agent and Lenders created fulfill each Loan Party’s obligations under this Agreement. Each Borrower agrees that neither Loan Party hereby appoints Collateral Agent or any Lender nor any of as its agents, designees or attorneyslawful attorney-in-fact will be liable for to sign such Loan Party’s name on any acts documents necessary to perfect or continue the perfection of commission any security interest or omission, or for any error other Lien in the Collateral regardless of judgment or mistake whether an Event of fact or law, except for those arising from Default has occurred and is continuing until all Obligations have been Repaid in Full. Collateral Agent’s foregoing appointment as the gross negligence or willful misconduct of the Agent or any Lender or any of their agents, designees or attorneysattorney-in-fact. The powers granted hereunder are fact for each Loan Party, and all of Collateral Agents’ rights and powers, being coupled with an interest and shall be interest, are irrevocable during the term hereofuntil all Obligations have been Paid in Full. Agent shall have the right to apply all money or security otherwise due to Borrowers to the payment of any of the Advances or other sums payable pursuant to this Agreement at such time and in such order of application as Agent may determine.128

Power of Attorney. Each Borrower The Company hereby irrevocably designates and appoints Agent, and the Collateral Agent its agents and designees, the true and lawful agents attorney either in the name of the Collateral Agent or in the name of the Company, effective upon the occurrence and attorneys-in-fact of such Borrower, with full power of substitution, (a) during the continuance existence of an Event of Actionable Default, to (i) ask for, demand, sue xxx, collect, compromise, compound, receive, receipt for and give acquittance for any and all sums owing or which may become due upon any part of the Collateral or under any insurance maintained in accordance with the Collateral Documents and, in connection therewith, to take any and all actions as the Collateral Agent may deem necessary or desirable in order to realize upon the Collateral or under any insurance maintained in accordance with the Collateral Documents, including, without limitation, power to endorse in the name of the Company any checks, drafts, notes or other instruments received in payment of or on account of the Collateral or under any insurance maintained in accordance with the Collateral Documents, or to sign the Company's name on any invoice or bill xx lading relating to the Collateral, on notices of assignment, on public records, on verifications of Collateral and on notices to Account Debtors, or on any proof of claim in bankruptcy proceeding against an Account Debtor and any other obligor with respect to the Collateral, to send requests for verification from Account Debtors, to notify the post office authorities to change the address for delivery of the Company's mail to an address designated by the Collateral Agent and to receive, open and dispose of all mail addressed to such Borrower relating the Company. Notwithstanding the foregoing, the Collateral Agent shall not be under any duty to the CollateralCompany to exercise any such authority or power or in any way be responsible for the collection of the Collateral or under any insurance maintained in accordance with the Collateral Documents. The foregoing power of attorney, (ii) notify being coupled with an interest, is irrevocable until the Secured Obligations have been fully satisfied and direct any commitments therefor terminated. The Collateral Agent may file one or more financing statements disclosing its Lien in any or all of the United States Post Office authorities by notice given in Collateral without the name of such Borrower and signed on its behalf, to change the address for delivery of all mail addressed to such Borrower relating Company's signature appearing thereon. The Company also hereby grants to the Collateral Agent a power of attorney to an address to be designated by Agent, and to cause such mail to be delivered to such designated address where Agent may open all such mail and remove therefrom any notes, checks, acceptances, drafts, money orders or other instruments in payment of the Collateral in which Agent has a security interest hereunder and any documents relative thereto, with full power to endorse the name of such Borrower upon execute any such notesfinancing statement, checksor amendments and supplements to financing statements, acceptances, drafts, money order or other form of payment or on Collateral or security of any kind and to effect the deposit and collection thereof, and Agent shall have the further right and power to endorse the name of such Borrower on any documents otherwise relating to such Collateral, (iii) send notices to such Contract Debtors or account debtors, and (iv) do any and all other things necessary or proper to carry out the intent of this Agreement; and (b) at all times, to (i) sign the name of such Borrower to drafts against Contract Debtors or other account debtors, and execute on behalf of such Borrower assignmentsthe Company without notice thereof to the Company, notices which power of assignments, financing statements and other public records and notices on all other instruments or documents and (ii) do any and all other things necessary or proper to perfect and protect the liens and rights of Agent and Lenders created under this Agreement. Each Borrower agrees that neither Agent or any Lender nor any of its agents, designees or attorneys-in-fact will be liable for any acts of commission or omission, or for any error of judgment or mistake of fact or law, except for those arising from the gross negligence or willful misconduct of the Agent or any Lender or any of their agents, designees or attorneys-in-fact. The powers granted hereunder are attorney is coupled with an interest and shall be is irrevocable during until the term hereof. Agent shall Secured Obligations have the right to apply all money or security otherwise due to Borrowers to the payment of any of the Advances or other sums payable pursuant to been fully satisfied and this Agreement at such time and in such order of application as Agent may determineterminated.

Power of Attorney. Each Borrower hereby appoints Agent, 2. Subject to the terms and its agents and designees, the true and lawful agents and attorneys-in-fact of such Borrower, with full power of substitutionconditions herein set forth, (a) during each of the continuance of an Event of DefaultSelling Stockholders agrees, severally and not jointly, to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from each of the Selling Stockholders, at a purchase price per share of $_____, the number of Firm Shares (ito be adjusted by you so as to eliminate fractional shares) receivedetermined by multiplying the aggregate number of Firm Shares to be sold by each of the Selling Stockholders as set forth opposite their respective names in Schedule II hereto by a fraction, open and dispose the numerator of all mail addressed which is the aggregate number of Firm Shares to be purchased by such Borrower relating to the Collateral, (ii) notify and direct the United States Post Office authorities by notice given in Underwriter as set forth opposite the name of such Borrower Underwriter in Schedule I hereto and signed on its behalfthe denominator of which is the aggregate number of Firm Shares to be purchased by all of the Underwriters from all of the Selling Stockholders hereunder and, (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, each of the Selling Stockholders agrees, severally and not jointly, to change sell to each of the address for delivery Underwriters, and each of all mail addressed the Underwriters agrees, severally and not jointly, to purchase from each of the Selling Stockholders, at the purchase price per share set forth in clause (a) of this Section 2, that portion of the number of Optional Shares as to which such Borrower relating to the Collateral to an address election shall have been exercised (to be designated adjusted by Agent, and you so as to cause eliminate fractional shares) determined by multiplying such mail number of Optional Shares by a fraction the numerator of which is the maximum number of Optional Shares which such Underwriter is entitled to be delivered to such designated address where Agent may open all such mail and remove therefrom any notes, checks, acceptances, drafts, money orders or other instruments in payment of the Collateral in which Agent has a security interest hereunder and any documents relative thereto, with full power to endorse purchase as set forth opposite the name of such Borrower upon any such notesUnderwriter in Schedule I hereto and the denominator of which is the maximum number of Optional Shares that all of the Underwriters are entitled to purchase hereunder. The Selling Stockholders, checks, acceptances, drafts, money order or other form of payment or on Collateral or security of any kind as and to effect the deposit extent indicated in Schedule II hereto, hereby grant, severally and collection thereof, and Agent shall have the further right and power to endorse the name of such Borrower on any documents otherwise relating to such Collateral, (iii) send notices to such Contract Debtors or account debtors, and (iv) do any and all other things necessary or proper to carry out the intent of this Agreement; and (b) at all timesnot jointly, to (i) sign the name Underwriters the right to purchase at their election up to _____ Optional Shares, at the purchase price per share set forth in the paragraph above, for the sole purpose of covering over-allotments in the sale of the Firm Shares. Any such Borrower election to drafts against Contract Debtors or other account debtors, and execute on behalf purchase Optional Shares shall be made in proportion to the number of Optional Shares to be sold by each Selling Stockholder. Any such Borrower assignments, notices of assignments, financing statements and other public records and notices on all other instruments or documents and (ii) do any and all other things necessary or proper election to perfect and protect purchase Optional Shares may be exercised only by written notice from you to the liens and rights of Agent and Lenders created under this Agreement. Each Borrower agrees that neither Agent or any Lender nor any of its agents, designees or attorneysAttorney-in-fact will Fact, given within a period of 30 calendar days after the date of this Agreement and setting forth the aggregate number of Optional Shares to be liable for any acts purchased and the date on which such Optional Shares are to be delivered, as determined by you but in no event earlier than the First Time of commission or omissionDelivery (as defined in Section 4 hereof) or, or for any error of judgment or mistake of fact or law, except for those arising from unless you and the gross negligence or willful misconduct of the Agent or any Lender or any of their agents, designees or attorneysAttorney-in-fact. The powers granted hereunder are coupled with an interest and shall be irrevocable during Fact otherwise agree in writing, earlier than two or later than ten business days after the term hereof. Agent shall have the right to apply all money or security otherwise due to Borrowers to the payment date of any of the Advances or other sums payable pursuant to this Agreement at such time and in such order of application as Agent may determinenotice.

Power of Attorney. Each Borrower The Debtor authorizes the Agent and does hereby appoints make, constitute and appoint the Agent, and its agents and designees, any officer of the true and lawful agents and attorneys-in-fact of such BorrowerAgent, with full power of substitution, (a) as the Debtor’s true and lawful attorney-in-fact, effective as of the date hereof but exercisable only upon the occurrence and during the continuance of an any Event of Default, with power, in its own name or in the name of the Debtor, to endorse any notes, checks, drafts, money orders, or other instruments of payment (iincluding payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Agent; to sign and endorse any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents relating to Collateral; to receive, open and dispose of all mail from Lessees addressed to such Borrower relating to the Collateral, (ii) Debtor and notify and direct the United States Post Office postal authorities by notice given in the name of such Borrower and signed on its behalf, to change the address for delivery of all mail addressed to such Borrower relating to the Collateral to an address to be designated by Agent, and to cause such mail to be delivered Debtor to such designated address where as the Agent may open all such mail designate; to execute proofs of claim and remove therefrom any notesloss; to pay or discharge taxes, checksliens, acceptances, drafts, money orders security interests or other instruments encumbrances at any time levied or placed on or threatened against the Collateral; to demand, collect, receipt for, compromise, settle and xxx for monies due in payment respect of the Collateral in or under insurance policies; and, generally, to do, at the Agent’s option and at the Debtor’s expense, all acts and things which the Agent has a reasonably deems necessary to protect, preserve and realize upon the Collateral and the Agent’s security interest hereunder and any documents relative thereto, with full power to endorse the name of such Borrower upon any such notes, checks, acceptances, drafts, money therein in order or other form of payment or on Collateral or security of any kind and to effect the deposit and collection thereof, and Agent shall have the further right and power to endorse the name of such Borrower on any documents otherwise relating to such Collateral, (iii) send notices to such Contract Debtors or account debtors, and (iv) do any and all other things necessary or proper to carry out the intent of this AgreementAgreement all as fully and effectually as the Debtor might or could do; and (b) at the Debtor hereby ratifies all times, that said attorney shall lawfully do or cause to (i) sign be done by virtue hereof other than the name of such Borrower to drafts against Contract Debtors willful misconduct or other account debtors, and execute on behalf of such Borrower assignments, notices of assignments, financing statements and other public records and notices on all other instruments or documents and (ii) do any and all other things necessary or proper to perfect and protect the liens and rights of Agent and Lenders created under this Agreement. Each Borrower agrees that neither Agent or any Lender nor any of its agents, designees or attorneys-in-fact will be liable for any acts of commission or omission, or for any error of judgment or mistake of fact or law, except for those arising from the gross negligence or willful misconduct of the Agent or any Lender or any of their agents, designees or attorneys-in-factAgent. The powers granted hereunder are coupled with an interest and shall be irrevocable during the term hereof. Agent shall have the right to apply all money or security otherwise due to Borrowers to the payment of any of the Advances or other sums payable pursuant to this Agreement at such time and in such order of application as Agent may determineTHIS POWER OF ATTORNEY BEING COUPLED WITH AN INTEREST SHALL BE IRREVOCABLE FOR THE TERM OF THIS AGREEMENT AND THEREAFTER AS LONG AS ANY OF THE OBLIGATIONS SHALL BE OUTSTANDING.

Power of Attorney. Each The Borrower hereby irrevocably appoints Agent, the Bank and the Bank's designees from time to time its agents and designees, the true and lawful agents and attorneys-in-fact of such Borrowerfact, with full power of substitution, substitution in the premises (a) during upon the continuance occurrence of an Event of a Default, to demand, collect, receipt for, settle, compromise, adjust, sue for, foreclose or realize upon the Collateral in such manner as txx Bank may determine, whether or not the Collateral is then due; (ib) to receive, open open, and dispose of all mail addressed to such the Borrower relating and take therefrom any payments on or proceeds of Accounts; (c) to the Collateralendorse notes, (ii) notify checks, drafts, money orders, Documents or other evidences of payment, shipment or storage or any form of Collateral on behalf of and direct the United States Post Office authorities by notice given in the name of such the Borrower; (d) to sign and send on behalf of the Borrower any invoice or bill of lading relating to any Account, on drafts against customers, xx xchedules and signed assignments of Accounts, on its behalfnotices of assignment, financing statements and other public records, on verifications of Accounts and on notices to customers; (e) to sign the Borrower's name to the proofs of claim against any Account Debtor on behalf of the Borrower; (f) to notify the post office authorities to change the address for delivery of all the Borrower's mail addressed to such Borrower relating to the Collateral to an address to be designated by Agentthe Bank; (g) upon the occurrence of a Default, and to cause such mail to be delivered to such designated address where Agent may open all such mail and remove therefrom any notes, checks, acceptances, drafts, money orders or other instruments in payment of the Collateral in which Agent has a security interest hereunder and any documents relative thereto, with full power to endorse Borrower's name on all applications, documents, papers, certificates and instruments necessary or expedient for the name Bank to use the Intellectual Property, or necessary or expedient to grant or issue any exclusive or nonexclusive license under the Intellectual Property to anyone else, or necessary or expedient for the Bank to assign, pledge, convey or otherwise transfer title in, or dispose of, the Intellectual Property to anyone else, for the purpose of such Borrower upon recording, registering, filing or accomplishing any such notes, checks, acceptances, drafts, money order or other form of payment or on Collateral or security of any kind and formula with respect to effect the deposit and collection thereof, and Agent shall have the further right and power to endorse the name of such Borrower on any documents otherwise relating to such Collateral, (iii) send notices to such Contract Debtors or account debtors, Intellectual Property; and (ivh) to do any and all other things necessary or proper to carry out the intent of this Security Agreement; . The Borrower hereby ratifies and (b) at approves all times, to (i) sign the name acts of such Borrower to drafts against Contract Debtors or other account debtors, and execute on behalf of such Borrower assignments, notices of assignments, financing statements and other public records and notices on all other instruments or documents and (ii) do any and all other things necessary or proper to perfect and protect attorneys. Neither the liens and rights of Agent and Lenders created under this Agreement. Each Borrower agrees that neither Agent or any Lender Bank nor any of its agents, designees or attorneys-in-fact attorney will be liable for any acts of commission or omission, or omissions nor for any error of judgment or mistake of fact or law, except for those arising from the absent gross negligence negligence, bad faith or willful misconduct of the Agent or any Lender or any of their agentsmisconduct. This power, designees or attorneys-in-fact. The powers granted hereunder are being coupled with an interest and shall be interest, is irrevocable during until the term hereofLiabilities have been fully satisfied. Agent shall have the right to apply all money or security otherwise due to Borrowers Notwithstanding anything herein to the payment of any of the Advances or other sums payable contrary, no attorney acting pursuant to this Agreement at such time and in such order Section 9.5 shall have any authority to confess judgment on behalf of application as Agent may determinethe Borrower.

Power of Attorney. Each Borrower The Grantor hereby irrevocably makes, constitutes and appoints the Collateral Agent (and all officers, employees or agents designated by the Collateral Agent, and its agents and designees, ) as the Grantor’s true and lawful agents agent and attorneysattorney-in-fact of fact, and in such Borrowercapacity the Collateral Agent shall have the right, with full power of substitutionsubstitution for the Grantor and in the Grantor’s name or otherwise, for the use and benefit of the Collateral Agent and the Secured Parties, (a) at any time, whether or not a Default or Event of Default has occurred, to take actions required to be taken by the Grantor under Section 1.1 of this Security Agreement, (b) upon the occurrence and during the continuance of an Event of DefaultDefault or Cash Control Event or as otherwise permitted under the Credit Agreement, to (i) receive, open and dispose to take actions required to be taken by the Grantor under Section 4.1 of all mail addressed to such Borrower relating to the Collateralthis Security Agreement, (ii) notify to receive, endorse, assign and/or deliver any and direct the United States Post Office authorities by notice given in the name of such Borrower and signed on its behalf, to change the address for delivery of all mail addressed to such Borrower relating to the Collateral to an address to be designated by Agent, and to cause such mail to be delivered to such designated address where Agent may open all such mail and remove therefrom any notes, acceptances, checks, acceptances, drafts, money orders or other instruments evidences of payment relating to the Collateral or any part thereof; (iii) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; and (c) upon the occurrence and during the continuance of an Event of Default or as otherwise permitted in payment the Credit Agreement (i) to sign the name of the Grantor on any invoices, schedules of Collateral, freight or express receipts, or bills of lading storage receipts, warehouse receipts or other documents of title relating to any of the Collateral; (ii) to sign the name of the Grantor on any notice to its account debtors; (iii) to sign the name of the Grantor on any proof of claim in bankruptcy against account debtors; (iv) to the extent relating to the Collateral, to sign change of address forms to change the address to which the Grantor’s mail is to be sent to such address as the Collateral Agent shall designate; (v) to receive and open the Grantor’s mail, remove any Proceeds of Collateral therefrom and turn over the balance of such mail either to any of the Borrowers or to any trustee in bankruptcy or receiver of the Grantor, or other legal representative of the Grantor whom the Collateral Agent determines to be the appropriate person to whom to so turn over such mail; (vi) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (vii) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (viii) to take all such action as may be necessary to obtain the payment of any letter of credit and/or banker’s acceptance of which Agent has the Grantor is a security interest hereunder and beneficiary to the extent relating to Collateral; (ix) to repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any documents relative theretocustomer of any Grantor; (x) to use for the purposes permitted by Section 6, with full power any or all Intangibles of the Grantor relating to endorse the name Collateral, provided that the Collateral Agent’s use of such Borrower upon Intangibles will comply with all applicable law; and (xi) to use, sell, assign, transfer, pledge, make any such notesagreement with respect to or otherwise deal with all or any of the Collateral, checks, acceptances, drafts, money order or other form of payment or on Collateral or security of any kind and to effect the deposit and collection thereof, and Agent shall have the further right and power to endorse the name of such Borrower on any documents otherwise relating to such Collateral, (iii) send notices to such Contract Debtors or account debtors, and (iv) do any and all other acts and things necessary or proper to carry out the intent purposes of this Security Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; and (b) at all timesprovided, to (i) sign however, that nothing herein contained shall be construed as requiring or obligating the name of such Borrower to drafts against Contract Debtors or other account debtors, and execute on behalf of such Borrower assignments, notices of assignments, financing statements and other public records and notices on all other instruments or documents and (ii) do any and all other things necessary or proper to perfect and protect the liens and rights of Agent and Lenders created under this Agreement. Each Borrower agrees that neither Collateral Agent or any Lender nor other Secured Party to make any commitment or to make any inquiry as to the nature or sufficiency of its agentsany payment received by the Collateral Agent or any other Secured Party, designees or attorneysto present or file any claim or notice. It is understood and agreed that the appointment of the Collateral Agent as the agent and attorney-in-fact will be liable for any acts of commission or omission, or for any error of judgment or mistake of fact or law, except for those arising from the gross negligence or willful misconduct of the Agent or any Lender or any of their agents, designees or attorneys-in-fact. The powers granted hereunder are Grantor for the purposes set forth above is coupled with an interest and shall be irrevocable during the term hereofis irrevocable. Agent shall have the right to apply all money or security otherwise due to Borrowers to the payment of any of the Advances or other sums payable pursuant to this Security Agreement at such time and in such order of application as Agent may determine.– Xxxx Canada Co. (2009)

Power of Attorney. Each Borrower hereby appoints AgentNotwithstanding anything to the contrary in this Agreement but subject to Section 5.5, as of and from the Closing Date, Seller on behalf of itself and its Affiliates, and its agents subject to the terms set forth in this Section 2.5, hereby irrevocably constitutes and designeesappoints Purchaser, to the extent permitted by applicable Law and the terms of the Nonassignable Assets, with full power of substitution as Seller’s true and lawful agents attorney in fact with full irrevocable power and authority in the name and place of Seller and in the name of Seller or in its own name, to take any and all appropriate action and to execute and deliver any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement and the Bxxx of Sale and, to the extent that Seller has the right under applicable Law and any applicable contract, Seller hereby grants to Purchaser the power and right, on behalf of Seller, to the extent Seller has the legal power or right to do such act for its own benefit without notice to or assent by Seller, and at any time, to do the following: (a) pay or discharge any taxes, Liens (other than Liens arising through Purchaser), security interests, or other encumbrances levied or placed on or threatened against the Purchased Assets; (b) communicate in its own name with any party to any contract with regard to the assignment of the right, title and interest of Seller in and under the Purchased Assets; (c) execute, in connection with the transfer of title, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Purchased Assets, (d) to perform all the obligations and receive all the benefits of Seller under the Nonassignable Assets, and (e) defend, exercise or enforce any of Seller’s rights under the Product Agreements or Product Specific Patents in any manner reasonably necessary or advisable to protect Purchaser’s rights under this Agreement and appoint Purchaser their attorneys-in-fact of such Borrower, with full to act in their name on their behalf. The power of substitution, (a) during the continuance of an Event of Default, to (i) receive, open and dispose of all mail addressed to such Borrower relating to the Collateral, (ii) notify and direct the United States Post Office authorities by notice given in the name of such Borrower and signed on its behalf, to change the address for delivery of all mail addressed to such Borrower relating to the Collateral to an address to be designated by Agent, and to cause such mail to be delivered to such designated address where Agent may open all such mail and remove therefrom any notes, checks, acceptances, drafts, money orders or other instruments in payment of the Collateral in which Agent has a security interest hereunder and any documents relative thereto, with full power to endorse the name of such Borrower upon any such notes, checks, acceptances, drafts, money order or other form of payment or on Collateral or security of any kind and to effect the deposit and collection thereof, and Agent shall have the further right and power to endorse the name of such Borrower on any documents otherwise relating to such Collateral, (iii) send notices to such Contract Debtors or account debtors, and (iv) do any and all other things necessary or proper to carry out the intent of this Agreement; and (b) at all times, to (i) sign the name of such Borrower to drafts against Contract Debtors or other account debtors, and execute on behalf of such Borrower assignments, notices of assignments, financing statements and other public records and notices on all other instruments or documents and (ii) do any and all other things necessary or proper to perfect and protect the liens and rights of Agent and Lenders created under this Agreement. Each Borrower agrees that neither Agent or any Lender nor any of its agents, designees or attorneys-in-fact will be liable for any acts of commission or omission, or for any error of judgment or mistake of fact or law, except for those arising from the gross negligence or willful misconduct of the Agent or any Lender or any of their agents, designees or attorneys-in-fact. The powers attorney granted hereunder are hereby is coupled with an interest interest, and may not be revoked or canceled by Seller without Purchaser’s written consent; provided, however that the term of the foregoing power of attorney shall be effective from the Closing Date and shall be irrevocable during the term hereof. Agent shall have the right to apply all money or security otherwise due to Borrowers to the payment of any terminate upon Purchaser’s receipt of the Advances or Capped Royalty Amount. If reasonably requested by Purchaser, Seller shall execute a standalone power of attorney consistent with the terms of this Section 2.5 to enable Purchaser to present such power of attorney to other sums payable pursuant to parties without disclosing this Agreement at such time and in such order of application as Agent may determineAgreement.

Power of Attorney. Each Borrower Holder and Beneficial Owner, upon acceptance of this Receipt hereby appoints Agent, and the Depositary its agents and designees, the true and lawful agents and attorneysattorney-in-fact fact, with full power to delegate, to act on its behalf and to take any and all steps or action provided for or contemplated herein or in the Deposit Agreement with respect to the Deposited Securities, including but not limited to those set forth in Section 3.05 and Article IV of the Deposit Agreement, and to take such Borrowerfurther steps or action as the Depositary in its reasonable discretion may deem necessary or appropriate to carry out the purposes of the Deposit Agreement. FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ________________________________________ ___________________________________ (Please insert social security or other (Please print or typewrite name and identifying number of assignee) address of assignee) the within American Depositary Receipt and all rights and interests represented thereby, and hereby irrevocably constitutes and appoints________________________ ____________________________________________________ attorney to transfer the same on the books of the within named Depositary, with full power of substitution, (a) during the continuance of an Event of Default, to (i) receive, open and dispose of all mail addressed to such Borrower relating to the Collateral, (ii) notify and direct the United States Post Office authorities by notice given substitution in the premises. Dated:_________________________ Signature __________________________________ NOTE: The signature to any endorsement hereon must correspond with the name as written upon the face of the Receipt in every particular, without alteration or enlargement or any change whatever. If the endorsement be executed by an attorney, executor, administrator, trustee or guardian, the person executing the endorsement must give his full title in such Borrower and signed on its behalf, to change the address for delivery of all mail addressed to such Borrower relating to the Collateral to an address to be designated by Agentcapacity, and proper evidence of authority to cause act in such mail to capacity, if not on file with the Depositary, must be delivered to such designated address where Agent may open all such mail and remove therefrom any notes, checks, acceptances, drafts, money orders forwarded with this Receipt. All endorsements or other instruments in payment assignments of Receipts must be guaranteed by a member of a Medallion Signature Program approved by the Collateral in which Agent has a security interest hereunder and any documents relative thereto, with full power to endorse the name of such Borrower upon any such notes, checks, acceptances, drafts, money order or other form of payment or on Collateral or security of any kind and to effect the deposit and collection thereof, and Agent Securities Transfer Association Inc. EXHIBIT B FEE SCHEDULE DEPOSITARY FEES AND RELATED CHARGES All capitalized terms used but not otherwise defined herein shall have the further right and power to endorse the name of such Borrower on any documents otherwise relating meaning given to such Collateral, (iii) send notices to such Contract Debtors or account debtors, and (iv) do any and all other things necessary or proper to carry out terms in the intent of this Deposit Agreement; and (b) at all times, to (i) sign the name of such Borrower to drafts against Contract Debtors or other account debtors, and execute on behalf of such Borrower assignments, notices of assignments, financing statements and other public records and notices on all other instruments or documents and (ii) do any and all other things necessary or proper to perfect and protect the liens and rights of Agent and Lenders created under this Agreement. Each Borrower agrees that neither Agent or any Lender nor any of its agents, designees or attorneys-in-fact will be liable for any acts of commission or omission, or for any error of judgment or mistake of fact or law, except for those arising from the gross negligence or willful misconduct of the Agent or any Lender or any of their agents, designees or attorneys-in-fact. The powers granted hereunder are coupled with an interest and shall be irrevocable during the term hereof. Agent shall have the right to apply all money or security otherwise due to Borrowers to the payment of any of the Advances or other sums payable pursuant to this Agreement at such time and in such order of application as Agent may determine.

Power of Attorney. Each Borrower hereby appoints Agent, and its agents and designees, the true and lawful agents and attorneys-in-fact of such Borrower, with full power of substitution, (a) to (i) during the continuance of an Event of Default, upon prior written notice to (i) Borrowers, receive, open and dispose of all mail addressed to such Borrower relating to the Collateral, (ii) during the continuance of an Event of Default, upon prior written notice to Borrowers, notify and direct the United States Post Office authorities by notice given in the name of such Borrower Xxxxxxxx and signed on its behalf, to change the address for delivery of all mail addressed to such Borrower relating to the Collateral to an address to be designated by Agent, and to cause such mail to be delivered to such designated address where Agent may open all such mail and remove therefrom any notes, checks, acceptances, drafts, money orders or other instruments in payment of the Collateral in which Agent has a security interest hereunder and any documents relative thereto, with full power to endorse the name of such Borrower upon any such notes, checks, acceptances, drafts, money order or other form of payment or on Collateral or security of any kind and to effect the deposit and collection thereof, and Agent shall have the further right and power to endorse the name of such Borrower on any documents otherwise relating to such Collateral, (iii) during the continuance of an Event of Default, upon prior or contemporaneous written notice to Xxxxxxxxx, send notices to such Contract Debtors or account debtors, and (iv) during the continuance of an Event of Default, do any and all other things necessary or proper to carry out the intent of this Agreement; and (b) at all times, to (i) sign the name of such Borrower to drafts against Contract Debtors or other account debtors, and execute on behalf of such Borrower assignments, notices of assignments, financing statements and other public records and notices on all other instruments or documents and (ii) do any and all other things necessary or proper to perfect and protect the liens Liens and rights of Agent and Lenders Xxxxxxx created under this Agreement. Each Borrower agrees that neither Agent or any Lender nor any of its agents, designees or attorneys-in-fact will be liable for any acts of commission or omission, or for any error of judgment or mistake of fact or law, except for those arising from the gross negligence or willful misconduct of the Agent or any Lender or any of their agents, designees or attorneys-in-fact. - 110 - 116549.01087/134240171v.5 The powers granted hereunder are coupled with an interest and shall be irrevocable during the term hereof. Agent shall have the right to apply all money or security otherwise due to Borrowers to the payment of any of the Advances or other sums payable pursuant to this Agreement at such time and in such order of application as Agent may determine.

Power of Attorney. Each Borrower Debtor hereby irrevocably designates and appoints Agent, and the Collateral Agent its agents and designees, the true and lawful agents attorney either in the name of the Collateral Agent or in the name of each respective Debtor, effective upon the occurrence and attorneys-in-fact of such Borrower, with full power of substitution, (a) during the continuance existence of an Event of DefaultEnforcement Event, to (i) ask for, demand, sue for, collect, compromise, compound, receive, receipt for and give acquittance for any and all sums owing or which may become due upon any parx xf the Collateral or under any insurance maintained in accordance with the Security Documents and, in connection therewith, to take any and all actions as the Collateral Agent may deem necessary or desirable in order to realize upon the Collateral or under any insurance maintained in accordance with the Security Documents, including, without limitation, power to endorse in the name of each Debtor on any checks, drafts, notes or other instruments received in payment of or on account of the Collateral or under any insurance maintained in accordance with the Security Documents, or to sign each Debtor's name on any invoice or bill of lading relating to the Collateral, on notices of assignment, on public records, on verifications of Collateral and on notices to Account Xxxxors, or on any proof of claim in bankruptcy proceeding against an Account Debtor and any other obligor with respect to the Collateral, to send requests for verification from Account Debtors, to notify the post office authorities to change the address for delivery of each Debtor's mail to an address designated by the Collateral Agent and to receive, open and dispose of all mail addressed to each Debtor. Notwithstanding the foregoing, the Collateral Agent shall not be under any duty to any Debtor to exercise any such Borrower relating to authority or power or in any way be responsible for the Collateralcollection of the Collateral or under any insurance maintained in accordance with the Security Documents. The foregoing power of attorney, (ii) notify being coupled with an interest, is irrevocable until the Secured Obligations have been fully satisfied and direct any commitments therefor terminated. The Collateral Agent may file one or more financing statements disclosing its Lien in any or all of the United States Post Office authorities by notice given in the name of such Borrower and signed on its behalf, to change the address for delivery of all mail addressed to such Borrower relating Collateral without any Debtor's signature appearing thereon. Each Debtor also hereby grants to the Collateral Agent a power of attorney to an address to be designated by Agent, and to cause such mail to be delivered to such designated address where Agent may open all such mail and remove therefrom any notes, checks, acceptances, drafts, money orders or other instruments in payment of the Collateral in which Agent has a security interest hereunder and any documents relative thereto, with full power to endorse the name of such Borrower upon execute any such notesfinancing statement, checksor amendments and supplements to financing statements, acceptances, drafts, money order or other form of payment or on Collateral or security of any kind and to effect the deposit and collection thereof, and Agent shall have the further right and power to endorse the name of such Borrower on any documents otherwise relating to such Collateral, (iii) send notices to such Contract Debtors or account debtors, and (iv) do any and all other things necessary or proper to carry out the intent of this Agreement; and (b) at all times, to (i) sign the name of such Borrower to drafts against Contract Debtors or other account debtors, and execute on behalf of such Borrower assignmentsDebtor without notice thereof to such Debtor, notices which power of assignments, financing statements and other public records and notices on all other instruments or documents and (ii) do any and all other things necessary or proper to perfect and protect the liens and rights of Agent and Lenders created under this Agreement. Each Borrower agrees that neither Agent or any Lender nor any of its agents, designees or attorneys-in-fact will be liable for any acts of commission or omission, or for any error of judgment or mistake of fact or law, except for those arising from the gross negligence or willful misconduct of the Agent or any Lender or any of their agents, designees or attorneys-in-fact. The powers granted hereunder are attorney is coupled with an interest and shall be is irrevocable during until the term hereof. Agent shall Secured Obligations have the right to apply all money or security otherwise due to Borrowers to the payment of any of the Advances or other sums payable pursuant to been fully satisfied and this Agreement at such time and in such order of application as Agent may determineterminated.

Power of Attorney. (a) Each Borrower Debtor does hereby appoints Agentirrevocably make, constitute and appoint the Collateral Agent or any officer or designee thereof its agents and designees, the true and lawful agents and attorneysattorney-in-fact with full power in the name of the Collateral Agent, and of such BorrowerDebtor, with full power of substitution, (a) to, upon the occurrence and during the continuance continuation of an Event of Default, to (i) receive, open and dispose of all mail addressed to such Borrower relating to the Collateral, (ii) notify and direct the United States Post Office authorities by notice given in the name of such Borrower and signed on its behalfDebtor, to change the address for delivery endorse any note, check, draft, money order, or other evidence of all mail addressed to such Borrower payment relating to the Collateral to an address to be designated by Agent, and to cause such mail to be delivered to such designated address where Agent that may open all such mail and remove therefrom any notes, checks, acceptances, drafts, money orders or other instruments in payment come into the possession of the Collateral in which Agent has a security interest hereunder and any documents relative theretoAgent, with full power and right to endorse cause the name mail of such Borrower Debtor to be transferred to the Collateral Agent's own offices or otherwise; to communicate with any Account Debtor in respect of any Accounts Receivable; to commence or prosecute any suits, actions or proceedings to collect or otherwise realize upon any such notes, checks, acceptances, drafts, money order or other form of payment or on Collateral or security enforce any rights in respect thereof; to settle, compromise, adjust or defend any claims in respect of any kind Collateral; to notify any Account Debtors or otherwise require them to make payment directly to the Collateral Agent; to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to effect the deposit and collection thereof, and Agent shall have the further right and power to endorse the name of such Borrower on any documents otherwise relating to such Collateral, (iii) send notices to such Contract Debtors or account debtors, and (iv) do any and all other things acts necessary or proper to carry out the intent of this Agreement; Agreement and (b) at all timeseach other Loan Document and the grant, to (i) sign the name of such Borrower to drafts against Contract Debtors or other account debtors, confirmation and execute on behalf of such Borrower assignments, notices of assignments, financing statements and other public records and notices on all other instruments or documents and (ii) do any and all other things necessary or proper to perfect and protect the liens and rights of Agent and Lenders created under this Agreement. Each Borrower agrees that neither Agent or any Lender nor any of its agents, designees or attorneys-in-fact will be liable for any acts of commission or omission, or for any error of judgment or mistake of fact or law, except for those arising from the gross negligence or willful misconduct continuation of the Agent or any Lender or any security interests hereunder and thereunder. Such power of their agents, designees or attorneys-in-fact. The powers granted hereunder are attorney is coupled with an interest and is irrevocable, and shall survive the bankruptcy, insolvency or dissolution of any or all of the Debtors. Nothing herein contained shall be irrevocable during construed as requiring or obligating the term hereof. Collateral Agent shall have the right or any other Secured Party to apply all money make any commitment or security otherwise due to Borrowers make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent or any other Secured Party, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Debtor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct. The provisions of this Section shall in no event relieve any Debtor of any of its obligations hereunder or under the Advances other Loan Documents with respect to the Collateral or any part thereof or impose any obligation on the Collateral Agent to proceed in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by any Secured Party of any other sums payable or further right that it may have on the date of this Agreement or hereafter, whether hereunder, under any other Loan Document, by law or otherwise. Any sale of Collateral pursuant to the provisions of this Agreement at such time and Section shall be deemed to conform to the commercially reasonable standards as provided in such order Section 9-504(3) of application the Uniform Commercial Code as Agent may determinein effect in the State of New York or its equivalent in other jurisdictions.