Common use of Power of Attorney Clause in Contracts

Power of Attorney. Borrower irrevocably appoints Lender and its successors and assigns as true and lawful attorney in fact, and 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, sell, assign, transfer, pledge, compromise, or discharge the whole or any part of the Receivables. Upon the occurrence and continuation of an Event of Default, all of the power of attorney rights granted by Borrower to Lender hereunder shall be applicable with respect to all Receivables and all Collateral.

Power of Attorney. Borrower hereby irrevocably constitutes and appoints the Lender and its successors and assigns as Borrower's true and lawful attorney in factattorney, with full power of substitution, at the sole cost and authorizes Lender (a) toexpense of Borrower but for the sole benefit of the Lender, whether or not there has been upon the occurrence of an Event of Default: (i) demand, collect, receive, xxx, and give releases to any Account Debtor for the monies due Default or which may become due upon or after DEMAND with respect to Obligations payable on DEMAND, to convert the Receivables Collateral into cash, including, without limitation, completing the manufacture or processing of work in process, and the sale (either public or private) of all or any portion or portions of the inventory and other Collateral; to compromiseenforce collection of the Collateral, prosecuteeither in its own name or in the name of Borrower, including, without limitation, executing releases or defend waivers, compromising or settling with any actionDebtors and prosecuting, claimdefending, case compromising or proceeding releasing any action relating to the ReceivablesCollateral; to receive, including the filing open and dispose 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 and to take therefrom any remittances or proceeds of Collateral in which the Lender has a security interest; to notify Post Office authorities to change the address for delivery of mail addressed to Borrower to such address as the purpose Lender shall designate; to endorse the name of collecting Borrower in favor of the ReceivablesLender upon any and all checks, drafts, money orders, notes, acceptances or other instruments of the same or different nature; (v) to sign and endorse Borrower’s the name of 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 of title of the same or different nature relating to the Collateral; to sign the name of Borrower on any checks notice of the Debtors or other forms on verification of payment on the ReceivablesCollateral; (vi) execute and to sign, if necessary, and file or record on behalf of Borrower any and all instruments, documents, financing statements and the like or other statement in order to perfect or protect the Lender’s interests in security interest. The Lender shall not be obliged to do any of the Receivables 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 Collateral; (vii) debit it shall not be responsible to Borrower except for its own gross negligence or willful misconduct. All powers conferred upon the Lender by this Agreement, being coupled with an interest, shall be irrevocable so long as any Borrower’s deposit accounts maintained with Obligation of Borrower or any guarantor or surety to the Lender for any and all Obligations due shall remain unpaid or the Lender is obligated under this Agreement; and (viii) do all acts and things necessary or expedient, in furtherance of Agreement to extend any such purposes, and (b) to, upon the occurrence and during the continuance of an Event of Default, sell, assign, transfer, pledge, compromise, or discharge the whole or any part of the Receivables. Upon the occurrence and continuation of an Event of Default, all of the power of attorney rights granted by Borrower credit to Lender hereunder shall be applicable with respect to all Receivables and all CollateralBorrower.

Power of Attorney. Borrower irrevocably appoints Lender and its successors and assigns as true and lawful attorney in fact, and 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, to upon the occurrence and during the continuance of an Event of Default, sell, assign, transfer, pledge, compromise, or discharge the whole or any part of the Receivables. Upon the occurrence and continuation of an Event of Default, all of the power of attorney rights granted by Borrower to Lender hereunder shall be applicable with respect to all Receivables and all Collateral.

Power of Attorney. Borrower irrevocably appoints Lender and its successors and assigns as true and lawful attorney in fact, and 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 Upon the occurrence and during the continuance of an any Event of Default, sellwithout limiting Silicon’s other rights and remedies, assignBorrower grants to Silicon an irrevocable power of attorney coupled with an interest, transferauthorizing and permitting Silicon (acting through any of its employees, pledgeattorneys or agents) at any time, compromiseat its option, but without obligation, with or without notice to Borrower, and at Borrower’s expense, to do any or all of 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 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: (b) Execute on behalf of Borrower, any invoices relating to any Account, any draft against any Account Debtor and any notice to any Account Debtor, any proof of claim in bankruptcy, any Notice of Lien, claim of mechanic’s, materialman’s or other 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 Collateral; endorse the name of Borrower upon any instruments, or documents, 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 whole 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 account of Borrower’s taxes or to secure the release of any liens therefor, or both; (h) Settle and adjust, and give releases of, any insurance claim that relates to any of the Collateral and obtain payment therefor; (i) Instruct any third party having custody or control of any books or records belonging to, or relating to, Borrower to give Silicon the same rights of access and other rights with respect thereto as Silicon has under this Agreement; and (j) Take any action or pay any sum required of Borrower 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 Receivables. Upon Obligations, shall be payable on demand, and shall bear interest at a rate equal to the occurrence and continuation of an Event of Default, all 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 granted by Borrower under this Agreement be deemed to Lender hereunder shall be applicable with respect to all Receivables and all Collateralindicate that Silicon is in control of the business, management or properties of Borrower.

Power of Attorney. The Borrower hereby irrevocably constitutes and appoints Lender and its successors and assigns the Bank as the Borrower's true and lawful attorney in factattorney, with full power of substitution, at the sole cost and authorizes Lender (a) toexpense of the Borrower but for the sole benefit of the Bank, whether or not there has been upon the occurrence of an Event of Default: (i) demand, collect, receive, xxx, and give releases to any Account Debtor for the monies due Default or which may become due upon or after DEMAND with respect to Obligations payable on DEMAND, to convert the Receivables Collateral into cash, including, without limitation, completing the manufacture or processing of work in process, and the sale (either public or private) of all or any portion or portions of the inventory and other Collateral; to compromiseenforce collection of the Collateral, prosecuteeither in its own name or in the name of the Borrower, including, without limitation, executing releases or defend waivers, compromising or settling with any actionDebtors and prosecuting, claimdefending, case compromising or proceeding releasing any action relating to the ReceivablesCollateral; to receive, including the filing open and dispose 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 the Borrower and to take therefrom any remittances or proceeds of Collateral in which the Bank has a security interest; to notify Post Office authorities to change the address for delivery of mail addressed to the purpose Borrower to such address as the Bank shall designate; to endorse the name of collecting the ReceivablesBorrower in favor of the Bank upon any and all checks, drafts, money orders, notes, acceptances or other instruments of the same or different nature; (v) to sign and endorse Borrower’s the name of 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 of title of the same or different nature relating to the Collateral; to sign the name of the Borrower on any checks notice of the Debtors or other forms on verification of payment on the ReceivablesCollateral; (vi) execute and to sign, if necessary, and file or record on behalf of the Borrower any and all instruments, documents, financing statements and the like or other statement in order to perfect Lender’s interests in or protect the Receivables Bank's security interest. The Bank shall not be obliged to do any of the acts or exercise any of the powers hereinabove authorized, but if the Bank 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 Collateral; (vii) debit it shall not be responsible to the Borrower except for its own gross negligence or willful misconduct. All powers conferred upon the Bank by this Agreement, being coupled with an interest, shall be irrevocable so long as any Borrower’s deposit accounts maintained with Lender for Obligation of the Borrower or any and all Obligations due guarantor or surety to the Bank shall remain unpaid or the Bank is obligated under this Agreement; and (viii) do all acts and things necessary or expedient, in furtherance of Agreement to extend any such purposes, and (b) to, upon credit to the occurrence and during the continuance of an Event of Default, sell, assign, transfer, pledge, compromise, or discharge the whole or any part of the Receivables. Upon the occurrence and continuation of an Event of Default, all of the power of attorney rights granted by Borrower to Lender hereunder shall be applicable with respect to all Receivables and all CollateralBorrower.

Power of Attorney. Borrower Each Grantor irrevocably makes, constitutes and appoints Lender the Administrative Agent (and its successors and assigns all officers, employees or agents designated by the Administrative Agent) as such Grantor’s true and lawful attorney in agent and attorney-in-fact, and authorizes Lender in such capacity the Administrative Agent shall have the right, with power of substitution 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) toat any time, whether or not there has been an a Default or Event of Default: 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) demandto take actions required to be taken by the Grantors under Section 5.1 of this Agreement, collect, and (ii) to receive, xxxendorse, assign and/or deliver any and give releases to any Account Debtor for the monies due all notes, acceptances, checks, drafts, money orders or which may become due upon or with respect to the Receivables and to compromise, prosecute, or defend any action, claim, case or proceeding other evidences of payment relating to the Receivables, including the filing of a claim Collateral 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 Agreementpart thereof; and (viiic) 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 DefaultDefault or as otherwise permitted under the Credit Agreement, (i) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (ii) 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 Grantor’s Account Debtors; (iv) to sign the name of any Grantor on any proof of claim in bankruptcy against Account Debtors, and on notices 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 to which each Grantor’s mail 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; (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; and (xii) to use, sell, assign, transfer, pledge, compromise, or discharge the whole or make any part of the Receivables. Upon the occurrence and continuation of an Event of Default, all of the power of attorney rights granted by Borrower to Lender hereunder shall be applicable agreement with respect to or otherwise deal with all Receivables or any of the Collateral, and to do all other acts and things reasonably necessary to carry out the purposes of this Agreement, as fully and completely as though the Administrative Agent was the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Administrative Agent or any other Secured Party to make any inquiry as to the nature or sufficiency of any payment received by the Administrative Agent or any other Secured Party, or to 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 of the 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 terminate when (a) the Commitments have expired or been terminated, (b) the principal of and interest on each Loan and all Collateralfees 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 been paid in full, (c) all Letters of Credit shall have expired or terminated (or been cash collateralized in a manner satisfactory to the applicable Issuing Banks) and (d) all Letter of Credit Outstandings have been reduced to zero (or cash collateralized in a manner satisfactory to the applicable Issuing Banks).

Power of Attorney. Borrower hereby irrevocably constitutes and appoints Lender and its successors and assigns the Bank as Borrower’s true and lawful attorney in factattorney, with full power of substitution, at the sole cost and authorizes Lender (a) to, whether or not there has been an Event expense of Default: (i) demand, collect, receive, xxx, and give releases to any Account Debtor Borrower but for the monies due or which may become due upon or with respect to sole benefit of 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) toBank, upon the occurrence and during the continuance of an Event of Default, sellto convert the Collateral into cash, assignincluding, transferwithout limitation, pledgecompleting the manufacture or processing of work in process, compromiseand the sale (either 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 Borrower and to take therefrom any remittances or proceeds of Collateral in which the Bank has a security interest; to notify Post Office authorities to change the address for delivery of mail addressed to Borrower to such address as the Bank shall designate; to endorse the name of Borrower in favor of the Bank upon any and all checks, drafts, money orders, notes, acceptances or other instruments of the same or different nature; to sign and endorse the name of Borrower on and to receive as secured party any of the Collateral, any invoices, freight or express receipts, or discharge the whole bills of lading, storage receipts, warehouse receipts, or any part other documents of title of the Receivables. Upon same or different nature relating to the occurrence and continuation Collateral; to sign the name of an Event of Default, all Borrower on any notice of the power Account Debtors or on verification of attorney rights granted the Collateral; and to sign, if necessary, and file or record on behalf of Borrower any financing or other statement in order to perfect or protect the Bank’s security interest. The Bank shall not be obliged to do any of the acts or exercise any of the powers hereinabove authorized, but if the Bank 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 it shall not be responsible to Borrower except for its own gross negligence or willful misconduct. All powers conferred upon the Bank by this Agreement, being coupled with an interest, shall be irrevocable so long as any Obligation of Borrower to Lender hereunder the Bank shall be applicable with respect remain unpaid or the Bank is obligated under this Agreement to all Receivables and all Collateralextend any credit to the Borrower.

Power of Attorney. Each Borrower hereby irrevocably appoints Lender constitutes and its successors appoints, effective on and assigns as true and lawful attorney in fact, and 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 after the occurrence and during the continuance of an Event of Default, sellAdministrative Agent acting through any officer or Agent thereof, assignwith full power of substitution, transferas 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, pledgefrom time to time in Administrative Agent’s Discretion, compromiseto receive, open and dispose of 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 discharge other evidence of payment or proceeds, which may be or become necessary or desirable in the whole 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 as described in Section 6.14, to appear in and defend any action or proceeding brought with respect to the Collateral or any part Company-Owned Property, and to bring any action or proceeding, in the name and on behalf of any Borrower, which Administrative Agent, in its Sole Discretion, deems necessary or desirable to protect its interest in the ReceivablesCollateral or any Property. Upon the occurrence This power is coupled with an interest and continuation of an Event of Defaultis irrevocable. THIS POWER DOES NOT AND SHALL NOT BE CONSTRUED TO AUTHORIZE ANY CONFESSION OF JUDGMENT. Each Borrower hereby releases Administrative Agent, all of the Lenders and their respective officers, directors, members, partners, trustees, debt holders, employees, representatives, agents and designees from any liabilities arising from any act or acts under this power of attorney rights granted by Borrower and in furtherance thereof, whether of omission or commission, except and only to Lender hereunder shall be the extent the same results from the applicable with respect released party’s own gross negligence or willful misconduct as determined pursuant to all Receivables and all Collaterala final non-appealable order of a court of competent jurisdiction.

Power of Attorney. Each Borrower irrevocably hereby appoints Lender Agent, and its successors agents and assigns as designees, the true and lawful attorney in factagents and attorneys-in-fact of such Borrower, and authorizes Lender with full power of substitution, (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, sellto (i) receive, assignopen and dispose of all mail addressed to such Borrower relating to the Collateral, transfer(ii) notify and direct the United States Post Office authorities by notice given in the name of such Borrower and signed on its behalf, pledgeto change the address for delivery of all mail addressed to such Borrower relating to the Collateral to an address to be designated by Agent, compromiseand 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 discharge for any error of judgment or mistake of fact or law, except for those arising from the whole gross negligence or willful misconduct of the Agent or any part 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 Receivables. Upon the occurrence Advances or other sums payable pursuant to this Agreement at such time and continuation in such order of an Event of Default, all of the power of attorney rights granted by Borrower to Lender hereunder shall be applicable with respect to all Receivables and all Collateralapplication as Agent may determine.

Power of Attorney. Borrower irrevocably appoints Lender and its successors and assigns as true and lawful attorney in fact, and 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 In addition to the Receivables and to compromise, prosecute, or defend any action, claim, case or proceeding relating authorizations granted to the Receivables, including the filing Agent under SECTION 8.13 or under any other provision of a claim this Agreement 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 purposesother Loan Document, and (b) to, upon the occurrence and during the continuance of an Event of Default, selleach Obligor hereby irrevocably designates, assignmakes, transferconstitutes and appoints the Agent (and all Persons designated by the Agent from time to time) as such Obligor's true and lawful attorney, pledgeand agent in fact, and the Agent, or any agent of the Agent, may, without notice to any Obligor, and at such time or times as the Agent or any such agent in its sole discretion may determine, in the name of such 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 remedies with respect to the collection of Receivables, (d) settle, adjust, compromise, extend or discharge the whole renew any or any part all of the Receivables. Upon , (e) settle adjust or compromise any legal proceedings brought to collect the occurrence Receivables, (f) discharge and continuation release the Receivables or any of an Event them, (g) prepare, file and sign the name of Defaultany Obligor on any proof of claim in bankruptcy or any similar document against any Account Debtor, all (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 power Collateral, (i) endorse the name of attorney rights granted by Borrower any Obligor upon any chattel paper, document, instrument, notice, freight xxxx, xxxx of lading or similar document or agreement relating to Lender hereunder shall be applicable with respect the Receivables, the Inventory or any other Collateral, (j) use the stationery of any Obligor and sign the name of any Obligor to all verifications of the Receivables and all Collateralon any notice to the Account Debtors, (k) open the Obligors' mail, (l) notify the post office authorities to change the address for delivery of the Obligors' mail to 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 which any Obligor has access.

Power of Attorney. (a) Subject to subsection (b) below, the Borrower hereby irrevocably appoints Lender and the Administrative Agent, for the benefit of the holders of the Obligations, its successors and assigns as true and lawful attorney in fact, with full power of substitution, for and authorizes Lender (a) on behalf and in the name of the Borrower, to, whether or not there has been an Event of Default: (i) demand, collect, receive, xxx, endorse and give releases deliver to any Account Debtor for Person any check, instrument or other paper coming into the monies due Collateral Agent's, the Administrative Agent's or which may become due upon any Lender's possession and representing payment made in respect of any Mortgage Note or with Take-Out Commitment delivered hereunder or in respect to the Receivables and to compromise, prosecute, or defend of 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 chooseother Collateral; (ii) prepare, file complete, execute, deliver and sign Borrower’s name on record any noticeAssignment to the Collateral Agent, claim, assignment, demand, draft, the Administrative Agent or notice to any other Person of or satisfaction of lien or mechanics’ lien or similar documentany Mortgage relating to any Mortgage Note delivered hereunder as Mortgage Loan Collateral; (iii) notify all Account Debtors with respect to the Receivables to pay Lender directly; (iv) receive endorse and open all mail addressed to Borrower for the purpose of collecting the Receivables; (v) endorse Borrower’s name on deliver any checks or Mortgage Note as Mortgage Loan Collateral arising as proceeds thereof, and do every 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 thing necessary or expedient, in furtherance desirable to effect transfer of any such purposes, and (b) to, upon the occurrence and during the continuance of an Event of Default, sell, assign, transfer, pledge, compromise, or discharge the whole all or any part of the Receivables. Upon Mortgage Loan Collateral to the occurrence and continuation of an Event of DefaultAdministrative Agent, all for the benefit of the power holders of attorney rights granted by Borrower the Obligations, or to Lender hereunder shall be applicable any other Person; (iv) take all necessary and appropriate action with respect to all Receivables Obligations and all the Mortgage Loan Collateral to be delivered to the Collateral Agent or the Administrative Agent or held by the Borrower in trust for the Administrative Agent for the benefit of the holders of the Obligations; (v) commence, prosecute, settle, discontinue, defend, or otherwise dispose of any 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 performance of this Agreement.

Power of Attorney. Borrower The Debtor hereby irrevocably constitutes and appoints Lender and its successors and assigns the Secured Party (acting through any officer of the Secured Party) as Debtor’s true and lawful attorney in factattorney, and authorizes Lender (a) towith full power of substitution, 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 following the occurrence and during the continuance of an Event of Default, sell, assign, transfer, pledge, compromise, or discharge the whole or any part of the Receivables. Upon the occurrence and 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) prosecute, all defend, compromise, or release any action relating to the Collateral; (ii) sign change of address forms to change the address to which the Debtor’s mail is to be sent to such address as the Secured Party shall designate; receive and open the Debtor’s mail; (iii) endorse the name of the relevant Debtor in favor of the Secured Party upon any and all checks, drafts, notes, acceptances, or other items or instruments; sign and endorse the name of 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 of title respectively relating to the Collateral; (iv) sign the name of the Debtor on any notice to the Debtor’s Account Debtors or; sign the Debtor’s name on any Proof of Claim in Bankruptcy against Account Debtors, and on notices of lien, claims of mechanic’s liens, or assignments or releases of mechanic’s liens securing the Accounts; (v) take all 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 supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of the Debtor and (vii) 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 things necessary or 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 be done by virtue of this Agreement. No power of attorney rights granted by Borrower to Lender hereunder set forth above shall be applicable affected by any disability or incapacity suffered by the Debtor and each shall survive the same. All powers conferred upon the Secured Party herein, being coupled with respect an interest, shall be irrevocable until this Agreement is terminated by a written instrument executed by a duly authorized officer of the Secured Party. Notwithstanding anything herein to the 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 whether an Event of Default has occurred until all Receivables Obligations have been satisfied in full and all CollateralSecured Party is under no further obligation to make loans or advances hereunder.

Power of Attorney. Borrower irrevocably appoints Lender and its successors and assigns as true and lawful attorney in fact, and 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 Upon the occurrence and during the continuance of an any Event of Default, sellwithout limiting Silicon’s other rights and remedies, assignBorrower grants to Silicon an irrevocable power of attorney coupled with an interest, transferauthorizing and permitting Silicon (acting through any of its employees, pledgeattorneys or agents) at any time, compromiseat its option, but without obligation, with or without notice to Borrower, and at Borrower’s expense, to do any or all of 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 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; (b) Execute on behalf of Borrower, any invoices relating to any Account, any draft against any Account Debtor and any notice to any Account Debtor, any proof of claim in bankruptcy, any Notice of Lien, claim of mechanic’s, materialman’s or other 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 Collateral; endorse the name of Borrower upon any instruments, or documents, 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 whole 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 account of Borrower’s taxes or to secure the release of any liens therefor, or both; (h) Settle and adjust, and give releases of, any insurance claim that relates to any of the Collateral and obtain payment therefor; (i) Instruct any third party having custody or control of any books or records belonging to, or relating to, Borrower to give Silicon the same rights of access and other rights with respect thereto as Silicon has under this Agreement; and (j) Take any action or pay any sum required of Borrower 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 Receivables. Upon Obligations, shall be payable on demand, and shall bear interest at a rate equal to the occurrence and continuation of an Event of Default, all 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 granted by Borrower under this Agreement be deemed to Lender hereunder indicate that Silicon is in control of the business, management or properties of Borrower. The foregoing power of attorney shall be applicable with respect to all Receivables expire upon payment in full of the Obligations (other than for inchoate indemnity obligations which survive the termination of this Agreement) and all Collateralthe termination of this Agreement.

Power of Attorney. Effective only upon the occurrence and during the continuance of an Event of Default, Borrower hereby irrevocably appoints Lender Bank (and its successors and assigns any of Bank’s designated officers, or employees) as Borrower’s true and lawful attorney in fact, and authorizes Lender to: (a) tosend requests for verification of Accounts or notify account debtors of Bank’s security interest in the Accounts; (b) receive and open all mail addressed to 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, whether or not there has been an Event drafts against account debtors, schedules and assignments of Default: Accounts, verifications of Accounts, and notices to account debtors; (if) 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 account debtor for the monies due or which may become due upon or with respect to the Receivables Accounts 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 chooseAccounts; (iih) preparesettle and adjust disputes and claims respecting the accounts directly with account debtors, file for amounts and sign Borrower’s name on any notice, claim, assignment, demand, draft, or notice of or satisfaction of lien or mechanics’ lien or similar documentupon terms which Bank determines to be reasonable; (iiii) notify all Account Debtors with respect to the Receivables to pay Lender directlysell, assign, transfer, pledge, compromise, discharge or otherwise dispose of any Collateral; (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; (vij) execute on behalf of Borrower any and all instruments, documents, financing statements and the like to perfect LenderBank’s interests in the Receivables Accounts and file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of the Collateral; (vii) debit any Borrower’s deposit accounts maintained with Lender for any and all Obligations due under this Agreement; and (viiik) do all acts and things necessary or expedient, in furtherance of any such purposes. The appointment of Bank as Borrower’s attorney in fact, and (b) toeach and every one of Bank’s rights and powers, upon the occurrence and during the continuance of being coupled with an Event of Defaultinterest, sell, assign, transfer, pledge, compromise, or discharge the whole or any part of the Receivables. Upon the occurrence and continuation of an Event of Default, is irrevocable until all of the power of attorney rights granted by Borrower Obligations have been fully repaid and performed and Bank’s obligation to Lender provide Credit Extensions hereunder shall be applicable with respect to all Receivables and all Collateralis terminated.

Power of Attorney. Each Borrower irrevocably hereby appoints Lender Agent, and its successors agents and assigns as designees, the true and lawful attorney in factagents and attorneys-in-fact of such Borrower, and authorizes Lender with full power of substitution, (a) to, whether or not there has been an Event of Default: to (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, sellupon prior written notice to Borrowers, assignreceive, transferopen and dispose of all mail addressed to such Borrower relating to the Collateral, pledge, compromise, or discharge (ii) during the whole or any part of the Receivables. Upon the occurrence and continuation 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 attorney 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 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 by Borrower to Lender hereunder are coupled with an interest and shall be applicable with respect irrevocable during the term hereof. Agent shall have the right to apply all Receivables 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 all Collateralin such order of application as Agent may determine.

Power of Attorney. Borrower hereby irrevocably designates and appoints Lender (and its successors and assigns all persons designated by Lender) as Borrower’s true and lawful attorney in attorney-in-fact, and authorizes Lender Lender, in Borrower’s or Lender’s name, to: (a) to, whether or not there has been at any time an Event of Default: Default has occurred and is continuing (i) demanddemand payment on Accounts or other proceeds of Inventory or other Collateral, collect(ii) enforce payment of Accounts by legal proceedings or otherwise, receive, xxx, (iii) exercise all of Borrower’s rights and give releases remedies to collect any Account Debtor or other Collateral, (iv) sell or assign any Account upon such terms, for the monies due such amount and at such time or which may become due upon or with respect to the Receivables and to times as Lender deems advisable, (v) settle, adjust, compromise, prosecuteextend or renew an Account, or defend (vi) discharge and release any actionAccount, 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; (iivii) prepare, file and sign Borrower’s name on any noticeproof of claim in bankruptcy or other similar document against an account debtor, claim, assignment, demand, draft, or notice of or satisfaction of lien or mechanics’ lien or similar document; (iiiviii) notify all Account Debtors with respect the post office authorities to change the Receivables address for delivery of Borrower’s mail to pay Lender directly; (iv) receive an address designated by Lender, and open and dispose of all mail addressed to Borrower; provided, that, Borrower for the purpose of collecting the Receivables; (v) endorse will be notified by Lender and Borrower’s name on , at its option, may be present at any checks 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 forms of payment on collection or otherwise relate to the Receivables; (vi) execute on behalf of Borrower any and all instrumentsCollateral, 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 (viiiix) do all acts and things necessary or expedientwhich are necessary, in furtherance of any such purposesLender’s determination, to fulfill Borrower’s obligations under this Agreement and the other Financing Agreements and (b) toat any time to (i) take control in any manner of any item of payment relating to the Collateral or Proceeds, (ii) 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 occurrence Collateral or Proceeds thereof and during deposit the continuance of an Event of Defaultsame in Lender’s account for application to the Obligations, sell(iv) endorse Borrower’s name upon any chattel paper, assigndocument, transferinstrument, pledge, compromiseinvoice, or discharge the whole similar document or agreement relating to any Account or any part goods pertaining thereto or any other 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 amendments thereto relating to the ReceivablesCollateral. Upon the occurrence Borrower hereby releases Lender and continuation of an Event of Defaultits officers, all of the employees and designees from any liabilities arising from any act or acts under this power of attorney rights granted by Borrower and in furtherance thereof, whether of omission or commission, except as a result of Lender’s own gross negligence or willful misconduct as determined pursuant to Lender hereunder shall be applicable with respect to all Receivables and all Collaterala final non-appealable order of a court of competent jurisdiction.

Power of Attorney. Borrower irrevocably appoints Lender Bank and its successors and assigns as Borrower's true and lawful attorney in fact, and authorizes Lender (a) toBank, at Borrower's sole expense, whether or not there has been an Event of Default: Default and at any time the Minimum Cash Ratio is below 0.50 to 1.00, to (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; (iva) receive and open all mail addressed to Borrower for the purpose of collecting the ReceivablesAccounts; (vb) endorse Borrower’s 's name on any checks or other forms of payment on the ReceivablesAccounts; (vic) 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 Lender’s Bank's interests in the Receivables Accounts and CollateralCollections; (viie) debit to notify all account debtors with respect to the Accounts to pay Bank directly; (f) demand, collect, receive, xxx, and give releases to any Borrower’s deposit accounts maintained account debtor for the monies due or which may become due upon or with Lender for respect to the Accounts and to compromise, prosecute, or defend any and all Obligations due under this Agreementaction, claim, case or proceeding relating to the Accounts; and (viiig) do all acts and things necessary or expedient, in furtherance of any such purposes. Furthermore, and (b) to, effective only upon the occurrence and during the continuance of an Event of Default, 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) sell, assign, transfer, pledge, compromise, discharge or discharge otherwise dispose the whole or any part of the ReceivablesCollateral; (j) make, settle, and adjust all claims under and decisions with respect to Borrower’s policies of insurance; (k) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts and upon terms which Bank determines to be reasonable; and (l) to file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of the Collateral. Upon the occurrence The appointment of Bank as Borrower’s attorney in fact, and continuation each and every one of Bank’s rights and powers, being coupled with an Event of Defaultinterest, is irrevocable until all of the power of attorney rights granted by Borrower Obligations have been fully repaid and performed and Bank’s obligation to Lender provide Credit Extensions hereunder shall be applicable with respect to all Receivables and all Collateralis terminated.

Power of Attorney. Borrower irrevocably appoints Lender Subject to the provisions of Section 5.11 of this Agreement regarding the handling of Business Proceedings and its successors Excluded Liabilities, and assigns specifically referencing Section 5.8, Ceding Company does hereby appoint and name Reinsurer, acting through Reinsurer’s authorized officers and employees, as true and Ceding Company’s lawful attorney in fact, and 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 fact with respect to the Receivables rights, duties, privileges and to compromise, prosecute, or defend any action, claim, case or proceeding obligations of Ceding Company relating to the ReceivablesReinsured Policies and Other Agreements, including the filing of a claim or the voting of such claims in (i) to do any bankruptcy case, and 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 lawful acts that Ceding Company might have done with respect to the Receivables Reinsured Policies and Other Agreements, and (ii) to pay Lender directly; proceed by all lawful means (ivA) receive to perform any and open all mail addressed of Ceding Company’s obligations under the Reinsured Policies and Other Agreements, (B) to Borrower 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 Ceding Company, when necessary) any action arising under the Reinsured Policies and Other 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 maintain the Reinsured Policies in compliance with applicable laws and regulations, (H) to request rate changes for the Reinsured Policies, (I) to undertake the necessary duties in connection with payment of Commissions in connection with the Reinsured Policies, (J) to establish and maintain bank accounts in the name of Ceding Company and issue drafts and make deposits thereon for the purpose of collecting performing the Receivables; Administrative Services, and (vK) endorse Borrowerto do everything lawful in connection with the satisfaction of the Reinsurer’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 obligations 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 exercise of its rights 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, sell, assign, transfer, pledge, compromise, or discharge the whole or any part of the Receivables. Upon the occurrence and continuation of an Event of Default, all of the power of attorney rights granted by Borrower to Lender hereunder shall be applicable with respect to all Receivables and all Collateral.

Power of Attorney. Borrower irrevocably appoints Lender In addition to the provisions in the preceding paragraph, Assignor does hereby constitute and appoint Company as its successors and assigns as true and lawful attorney in fact, and authorizes Lender (a) to, whether or not there has been an Event of Default: (i) demand, collect, with power to receive, xxx, open 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 dispose 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 Assignor; to endorse the purpose name of collecting Assignor upon all remittances payable to Assignor with respect to Accounts purchased hereunder; to sign and endorse the Receivables; (v) endorse Borrower’s name of Assignor on any checks invoice, assignment of Accounts sold, claims, request for payment, finance statements in favor of Company, checks, drafts, money orders and any other instrument or document which will facilitate payment of any Account purchased hereunder. Also, Company shall have the right to collect any default account balance owed to Company by Assignor by endorsing/signing the Assignor’s signature and 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 forms correspondence believed to be negotiable instruments or other documents relating to the fee declarations or account. Company shall have the right to notify any court or Account Debtor of payment on the Receivables; (vi) execute on behalf Assignors obligation and offset that obligation with any of Borrower Assignor’s accounts with said account Debtor. Assignor grants Company the right to contact the State Comptroller, U.S. Treasury, any government or civilian entity, or other Account Debtor, and obtain from such party any and all instrumentsinformation said party may have about Assignor, documents, financing statements either written or otherwise. Assignor shall hold Company 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 such party or expedient, in furtherance of any such purposesAccount Debtor harmless, and (b) toshall indemnify Company and said Account Debtor, upon loss, damage, expense, costs or attorney fees associated with this power of attorney. It is understood that this power is coupled with an interest and is irrevocable. Assignor further grants Company, at the occurrence cost and during the continuance expense of an Event of DefaultAssignor, sell, assign, transfer, pledge, compromise, or discharge the whole or any part of the Receivables. Upon the occurrence and continuation of an Event of Default, all of the power of attorney rights granted by Borrower to Lender hereunder 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 applicable with respect the responsibility of Assignor, and Assignor agrees to pay all Receivables such costs directly or the cost shall be added to Assignor’s accounts and all Collateralaccrue interest at the contractual rate herein.

Power of Attorney. Borrower irrevocably 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 Lender and its successors and assigns constitutes the Trustee as true and lawful attorney in the Pledgor's attorney-in-fact, with full authority in the place and authorizes Lender stead of the Pledgor and in the name of the Pledgor or otherwise, from time to time in the Trustee's discretion, to take any action and to execute any instrument that the Trustee may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, the following powers: (a) tocollection 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, whether the legality or not there has been an Event of Default: (i) demand, collect, receive, xxxvalidity thereof and the amounts necessary to pay or 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 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 releases receipt for any certificate of ownership or any document constituting Pledged Collateral, transfer title to any Account Debtor for item of Pledged Collateral, sign the monies due or which may become due upon or with respect Pledgor's name on all financing statements (to the Receivables extent permitted by applicable 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 compromisefile the same, 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 the Pledgor's name on any notice, claim, assignment, demand, draft, or notice of Lien, and to take any other actions arising from or satisfaction of lien or mechanics’ lien or similar document; (iii) notify all Account Debtors with respect incident to the Receivables powers granted 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 Trustee 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, sell, assign, transfer, pledge, compromise, or discharge the whole or any part of the Receivables. Upon the occurrence and continuation of an Event of Default, all of the This power of attorney rights granted is coupled with an interest and is irrevocable by Borrower the Pledgor. Notwithstanding anything to Lender hereunder shall be applicable with respect the contrary stated herein, the Trustee has no duty or obligation to all Receivables and all Collateralexercise any of the powers stated in this Section 7.

Power of Attorney. In order to permit Lender to exercise the rights and remedies set forth herein, Borrower hereby irrevocably appoints Lender as its attorney-in-fact and its successors and assigns as true and lawful attorney agent with full power of substitution, in factthe name of Lender or in the name of Borrower, and authorizes Lender (a) to, whether or not there has been an 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) demand, collect, receive, xxx, open and give releases examine all mail addressed to Borrower and retain any Account Debtor for the monies due or which may become due upon or with respect such mail relating to the Receivables Collateral and return to Borrower 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, to the extent that any such items come into the possession of Lender; (iii) compromise, prosecute, prosecute or defend any action, claim, case or proceeding relating to concerning 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 chooseCollateral; (iiiv) prepare, file perform any and sign Borrower’s name on any notice, claim, assignment, demand, draft, or notice of or satisfaction of lien or mechanics’ lien or similar documentall acts which Borrower is obligated to perform under the Loan Documents; (iiiv) notify all Account Debtors exercise such rights as Borrower might exercise with respect to the Receivables to pay Lender directly; (iv) receive and open all mail addressed to Borrower for Collateral, including, without limitation, the purpose of collecting the Receivables; (v) endorse Borrower’s name on any checks leasing or other forms utilization thereof and the collection of payment on the Receivablesany such rents or other payments applicable thereto; (vi) give notice of the existence of the Lender's Lien, including, without limitation, notification to End-Users and/or other account debtors of the existence of such Lender's Lien with respect to the rents and other payments due to Borrower relative to the Collateral; or (vii) execute on behalf of Borrower in Borrower's name and file any and all instruments, documentsnotices, financing statements and other documents or instruments Lender determines are necessary or required to carry out fully the like intent and purpose of the Loan Documents or to perfect Lender’s interests in the Receivables Lender Lien. Borrower hereby ratifies and Collateral; (vii) debit any Borrower’s deposit accounts maintained with approves all that Lender for any and all Obligations due under this Agreement; and (viii) shall 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, sell, assign, transfer, pledge, compromise, or discharge the whole or any part of the Receivables. Upon the occurrence and continuation of an Event of Default, all cause to be done by virtue of the power of attorney rights granted herein and agrees that neither Lender nor any of Lenders employees, agents, officers, or its attorneys will be liable for any acts or omissions or for any error of judgment or mistake of fact or law made while acting in good faith pursuant to the provisions of this subparagraph, unless such act, omission, error of judgment or mistake of fact or law is determined by Borrower 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 Lender hereunder or any such employees, agents, officers or attorneys of Lender. The appointment of Lender as Borrower's attorney-in-fact is a power coupled with an interest, and therefore shall be applicable with respect to remain irrevocable until all Receivables of Borrower's Obligations have been paid and all Collateralperformed in full.

Power of Attorney. Each Borrower irrevocably hereby appoints Lender Agent, and its successors agents and assigns as designees, the true and lawful attorney in factagents and attorneys-in-fact of such Borrower, and authorizes Lender with full power of substitution, (a) to, whether or not there has been an Event of Default: to (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, sellupon prior written notice to Borrowers, assignreceive, transferopen and dispose of all mail addressed to such Borrower relating to the Collateral, pledge, compromise, or discharge (ii) during the whole or any part of the Receivables. Upon the occurrence and continuation 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 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 attorney 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 do any and all other things necessary or proper to perfect and protect the Liens and rights of Agent and 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 by Borrower to Lender hereunder are coupled with an interest and shall be applicable with respect irrevocable during the term hereof. Agent shall have the right to apply all Receivables 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 all Collateralin such order of application as Agent may determine.

Power of Attorney. Borrower irrevocably Each Pledgor hereby appoints Lender and its successors and assigns the Secured Party as true and lawful attorney in such Xxxxxxx’s attorney-in-fact, with power of substitution, which appointment is irrevocable and authorizes Lender (a) tocoupled with an interest, whether to do each of the following in the name of such Pledgor or not there has been an Event in the name of Defaultthe Secured Party or otherwise, for the use and benefit 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, receive, xxxgive 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 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 Person obligated to pay Lender directlya Promissory Note or other Instrument; and (ivxi) receive and open all mail addressed to Borrower any Pledgor and notify the postal authorities to change the address for the purpose delivery of collecting mail to any Pledgor to such address as the Receivables; (v) endorse Borrower’s name on Secured Party may designate. The Secured Party agrees that it shall not exercise any checks power 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 authority granted 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, sell, assign, transfer, pledge, compromise, or discharge the whole or any part of the Receivables. Upon the occurrence and continuation of an Event of Default, all of the power of attorney rights unless a Default has occurred and then only during the pendency of such Default thereafter. The power of attorney given to the Secured Party in this Section 2.06 is in addition to any other power of attorney that may be granted by Borrower to Lender hereunder the Secured Party under this Agreement or any other Transaction Document. Neither the Secured Party nor any of the Secured Party’s affiliates, owners, directors, managers, officers, employees, agents or representatives shall be applicable with responsible or liable to any Pledgor for any act or failure to act under any power of attorney or otherwise, except in respect of damages attributable solely to all Receivables and all Collateralits or their own gross negligence or willful misconduct as finally determined by a court of competent jurisdiction, nor shall they be responsible or liable for any indirect, special, consequential, exemplary or punitive damages of any kind.

Power of Attorney. Borrower hereby irrevocably constitutes and appoints the Lender and its successors and assigns as Borrower’s true and lawful attorney in factattorney, with full power of substitution, at the sole cost and authorizes Lender (a) toexpense of Borrower but for the sole benefit of the Lender, whether or not there has been upon the occurrence of an Event of Default: (i) demand, collect, receive, xxx, and give releases to any Account Debtor for the monies due Default or which may become due upon or after DEMAND with respect to Obligations payable on DEMAND, to convert the Receivables Collateral into cash, including, without limitation, completing the manufacture or processing of work in process, and the sale (either public or private) of all or any portion or portions of the inventory and other Collateral; to compromiseenforce collection of the Collateral, prosecuteeither in its own name or in the name of Borrower, including, without limitation, executing releases or defend waivers, compromising or settling with any actionDebtors and prosecuting, claimdefending, case compromising or proceeding releasing any action relating to the ReceivablesCollateral; to receive, including the filing open and dispose 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 and to take therefrom any remittances or proceeds of Collateral in which the Lender has a security interest; to notify Post Office authorities to change the address for delivery of mail addressed to Borrower to such address as the purpose Lender shall designate; to endorse the name of collecting Borrower in favor of the ReceivablesLender upon any and all checks, drafts, money orders, notes, acceptances or other instruments of the same or different nature; (v) to sign and endorse Borrower’s the name of 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 of title of the same or different nature relating to the Collateral; to sign the name of Borrower on any checks notice of the Debtors or other forms on verification of payment on the ReceivablesCollateral; (vi) execute and to sign, if necessary, and file or record on behalf of Borrower any and all instruments, documents, financing statements and the like or other statement in order to perfect or protect the Lender’s interests in security interest. The Lender shall not be obliged to do any of the Receivables 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 Collateral; (vii) debit it shall not be responsible to Borrower except for its own gross negligence or willful misconduct. All powers conferred upon the Lender by this Agreement, being coupled with an interest, shall be irrevocable so long as any Borrower’s deposit accounts maintained with Obligation of Borrower or any guarantor or surety to the Lender for any and all Obligations due shall remain unpaid or the Lender is obligated under this Agreement; and (viii) do all acts and things necessary or expedient, in furtherance of Agreement to extend any such purposes, and (b) to, upon the occurrence and during the continuance of an Event of Default, sell, assign, transfer, pledge, compromise, or discharge the whole or any part of the Receivables. Upon the occurrence and continuation of an Event of Default, all of the power of attorney rights granted by Borrower credit to Lender hereunder shall be applicable with respect to all Receivables and all CollateralBorrower.

Power of Attorney. Borrower Each Grantor irrevocably makes, constitutes and appoints Lender the Agent (and its successors and assigns all officers, employees or agents designated by the Agent) as such Grantor’s true and lawful attorney in agent and attorney-in-fact, and authorizes Lender in such capacity the Agent shall have the right, with power of substitution 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) toat any time, whether or not there has been an a Default or Event of Default: 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) demandto take actions required to be taken by the Grantors under Section 5.1 of this Agreement, collect, and (ii) to receive, xxxendorse, assign and/or deliver any and give releases to any Account Debtor for the monies due all notes, acceptances, checks, drafts, money orders or which may become due upon or with respect to the Receivables and to compromise, prosecute, or defend any action, claim, case or proceeding other evidences of payment relating to the Receivables, including the filing of a claim Collateral 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 Agreementpart thereof; and (viiic) 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 DefaultDefault or as otherwise permitted under the Credit Agreement, (i) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (ii) 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 Grantor’s Account Debtors; (iv) to sign the name of any Grantor on any proof of claim in bankruptcy against Account Debtors, and on notices 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 to which each Grantor’s mail 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; (ix) 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 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, compromise, or discharge the whole or make any part of the Receivables. Upon the occurrence and continuation of an Event of Default, all of the power of attorney rights granted by Borrower to Lender hereunder shall be applicable agreement with respect to or otherwise deal with all Receivables or any of the Collateral, and to do all Collateralother acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Agent were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Agent or any other Credit Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Agent or any other Credit Party, or to 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 of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable.

Power of Attorney. Borrower irrevocably appoints Lender The Debtor authorizes the Agent and its successors does hereby make, constitute and assigns appoint the Agent, and any officer or agent of the Agent, with full power of substitution, as the Debtors true and lawful attorney in attorney-in-fact, and authorizes Lender with power, in its own name or in the name of the Debtor: (a) toto endorse any notes, whether checks, drafts, money orders, or not there has been an Event other instruments of Default: payment (iincluding payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of t Agent; (b) 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; (c) 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, xxx, open 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 dispose 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 the Debtor and to notify the Post Office authorities to change the address for delivery of mail addressed to the purpose of collecting Debtor to such address as 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 AgreementAgent may designate; and (viiif) do 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 or expedientto protect, in furtherance of any such purposes, preserve and (b) to, realize upon the occurrence Collateral and during the continuance Secured Parties security interest therein in order to effect the intent of an Event of Default, sell, assign, transfer, pledge, compromise, or discharge this Security Agreement and the whole or any part of the Receivables. Upon the occurrence and continuation of an Event of DefaultCredit Agreement, all as fully and effectually as the Debtor might or could do; and the Debtor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. All acts of the said attorney or designee are hereby ratified and approved and said attorney or designee shall not be liable for any acts of commission or omission, nor for any error or judgment or mistake of fact or law except for its own gross negligence or willful misconduct. This power of attorney rights granted by Borrower to Lender hereunder shall be applicable with respect to all Receivables irrevocable for the term of this Security Agreement and all Collateralthereafter as long as any of the Obligations shall be outstanding.

Power of Attorney. Borrower hereby irrevocably constitutes and appoints Lender and its successors and assigns as Borrower’s true and lawful attorney in factattorney, with full power of substitution, at the sole cost and authorizes Lender (a) toexpense of Borrower but for the sole benefit of Lender, whether or not there has been upon the occurrence of an Event of Default: (i) demandDefault which has not been cured or waived by Lender, collectto convert the Collateral into cash, receiveincluding, xxxwithout limitation, completing the manufacture or processing of work in process, and give releases to the sale (either public or private) of all or any Account Debtor for portion or portions of the monies due or which may become due upon or with respect Collateral (subject to the Receivables notice and other terms provided in Section 6.2, above); to compromiseenforce collection of the Collateral, prosecuteeither in its own name or in the name of Borrower, including, without limitation, executing releases or defend waivers, compromising or settling with any actionConsumers and prosecuting, claimdefending, case compromising or proceeding releasing any action relating to the ReceivablesCollateral; to receive, including the filing open and dispose 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 and 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 mail addressed to Borrower to such address as Lender shall designate; to endorse the purpose name of collecting Borrower in favor of Lender upon any and all checks, drafts, money orders, notes, acceptances or other instruments of the Receivablessame or different nature; (v) to sign and endorse Borrower’s the name of 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 of title of the same or different nature relating to the Collateral; to sign the name of Borrower on any checks notice of the Consumers or other forms on verification of payment on the ReceivablesCollateral; (vi) execute and to sign, if necessary, and file or record on behalf of Borrower any and all instruments, documents, financing statements and the like or other statement in order to perfect Lenderor protect Xxxxxx’s interests security interest. Lender shall not be obliged to do any of the acts or exercise any of the powers hereinabove authorized, but if 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 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-outstanding Obligations shall be returned to Borrower, and it shall not be responsible to Borrower or to any other party (and shall be and is hereby indemnified by Borrower against any such responsibility to any other party) except in the Receivables and Collateral; (vii) debit event that Xxxxxx has been determined, with finality, by a court of competent jurisdiction, that Xxxxxx has committed gross negligence or willful misconduct. All powers conferred upon Lender by this Agreement, being coupled with an interest, shall be irrevocable so long as any Borrower’s deposit accounts maintained with Obligation of Borrower or any surety to Lender for any and all Obligations due shall remain unpaid or Lender are obligated under this Agreement; and (viii) do all acts and things necessary or expedient, in furtherance of Agreement to extend any such purposes, and (b) to, upon the occurrence and during the continuance of an Event of Default, sell, assign, transfer, pledge, compromise, or discharge the whole or any part of the Receivables. Upon the occurrence and continuation of an Event of Default, all of the power of attorney rights granted by Borrower credit to Lender hereunder shall be applicable with respect to all Receivables and all CollateralBorrower.

Power of Attorney. Borrower hereby irrevocably constitutes and appoints DIP Lender and its successors and assigns as Borrower’s true and lawful attorney in factattorney, with full power of substitution, at the sole cost and authorizes Lender (a) to, whether or not there has been an Event expense of Default: (i) demand, collect, receive, xxx, and give releases to any Account Debtor Borrower but 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 sole benefit of a claim or the voting of such claims in any bankruptcy case, all in DIP 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, sell, assign, transfer, pledge, compromise, or discharge the whole or any part of the Receivables. Upon the occurrence and 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 (either public or private) of all or any portion or portions of the power Collateral (subject to the notice and other terms provided in Section 8.1, above); to enforce collection of attorney rights granted 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 Borrower and 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 mail addressed to Borrower to such address as DIP Lender shall designate; to endorse the name of Borrower in favor of DIP Lender upon any and all checks, drafts, money orders, notes, acceptances or other instruments of the same or different nature; to sign and endorse the name of 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 of title of the same or different nature relating to the Collateral; to sign the name of Borrower on any notice of the Account Debtors or on verification of the Collateral; and to sign, if necessary, and file or record on behalf of Borrower any financing or other statement in order to perfect or protect DIP Lender’s security interest. DIP Lender shall not be obliged to do any of the acts or exercise any of the powers hereinabove authorized, but if DIP 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 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-outstanding Obligations shall be returned to Borrower, and it shall not be responsible to Borrower or to any 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 hereunder has been determined, with finality, by a court of competent jurisdiction, that such DIP Lender has committed gross negligence or willful misconduct. All powers conferred upon DIP Lender by this Agreement, being coupled with an interest, shall be applicable with respect irrevocable so long as any Obligation of Borrower or any surety to all Receivables and all CollateralDIP Lender shall remain unpaid or DIP Lender are obligated under this Agreement to extend any credit to Borrower.

Power of Attorney. Borrower Each of the officers of FGI is hereby irrevocably appoints Lender made, constituted and its successors and assigns as appointed the true and lawful attorney in fact, and authorizes Lender for Seller (without requiring any of them to act as such) with full power of substitution to do the following: (a) toendorse the name of Seller upon any and all checks, whether drafts, money orders and other instruments for the payment of monies that are payable to Seller and constitute collections on Seller’s Accounts or not there has been an Event proceeds of Default: other Collateral including checks or other payment instruments received by FGI pursuant to this Agreement; (ib) demandexecute and/or file in the name of Seller any financing statements, collectschedules, 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, xxxopen and dispose of any mail addressed to Seller and put FGI’s address on any statements mailed to Account Debtors; (d) pay, 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 settle, compromise, prosecute, prosecute or defend any action, claim, case conditional waiver and release, or proceeding relating to the Receivables, including the filing of a claim Purchased Accounts 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; (viie) 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, sellnotify, assignin the name of the Seller, transferthe U.S. Post Office to change the address for delivery of mail addressed to Seller to such address as FGI may designate, pledgehowever, compromise, FGI shall turn over to Seller all such mail not relating to Purchased Accounts or discharge the whole Collateral; (f) effect debits to any demand deposit or other deposit account that Seller or any part of Guarantor maintains at any bank for any sums due to or from the Receivables. Upon Seller under this Agreement and (g) during the occurrence and continuation continuance of an Event of Default, all do such other and further acts and deeds in the name of the power of attorney rights Seller that FGI may reasonably deem necessary or desirable to enforce any Account or other Collateral. The powers and authority granted by Borrower to Lender hereunder shall be applicable FGI herein are coupled with respect to all Receivables an interest and are irrevocable until this Agreement is terminated and all CollateralObligations are fully satisfied.

Power of Attorney. Borrower irrevocably Each Pledgor hereby appoints Lender and its successors and assigns the Secured Party as true and lawful attorney in such Xxxxxxx’s attorney-in-fact, with power of substitution, which appointment is irrevocable and authorizes Lender (a) tocoupled with an interest, whether to do each of the following in the name of such Pledgor or not there has been an Event in the name of Defaultthe Secured Party or otherwise, for the use and benefit 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, receive, xxxgive 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 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 Person obligated to pay Lender directlya Promissory Note or other Instrument; and (ivxi) receive and open all mail addressed to Borrower any Pledgor and notify the postal authorities to change the address for the purpose delivery of collecting mail to any Pledgor to such address as the Receivables; (v) endorse Borrower’s name on Secured Party may designate. The Secured Party agrees that it shall not exercise any checks power 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 authority granted 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, sell, assign, transfer, pledge, compromise, or discharge the whole or any part of the Receivables. Upon the occurrence and continuation of an Event of Default, all of the power of attorney rights unless a Default has occurred and then only during the pendency of such Default thereafter. The power of attorney given to the Secured Party in this Section 2.06 is in addition to any other power of attorney that may be granted by Borrower to Lender hereunder the Secured Party under this Agreement or any other Transaction Document. Neither the Secured Party nor any of the Secured Party’s affiliates, owners, directors, managers, officers, employees, agents or representatives shall be applicable with responsible or liable to any Pledgor for any act or failure to act under any power of attorney or otherwise, except in respect of damages attributable solely to all Receivables and all Collateralits or their own gross negligence or willful misconduct as finally determined by a court of competent jurisdiction, nor shall they be responsible or liable for any indirect, special, consequential, exemplary or punitive damages of any kind.

Power of Attorney. Borrower hereby irrevocably appoints Lender and as its successors and assigns as true and lawful attorney in attorney-in-fact, coupled with an interest and authorizes Lender (a) towith power of substitution, 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 do any and all instruments, documents, financing statements and of 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 following after the occurrence and during the continuance of an Event of Default: to take control in any manner of any cash and noncash items of payment or Proceeds of Collateral which come into Lender's possession; to endorse the name of Borrower on any notes, sellacceptances, assignchecks, transferdrafts, pledgemoney orders, compromisechattel 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 on 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 Borrower; and to do all things necessary to preserve or discharge protect the whole Collateral and to otherwise carry out this Agreement. Provided Lender acts in Good Faith, Borrower ratifies and approves all acts of such attorney, and neither Lender nor the attorney shall be liable for any acts or omissions nor for any part error of judgment or mistake of fact or 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 Receivablesvalid endorsement of Borrower. Upon the occurrence Borrower further hereby irrevocably appoints Lender as its true and continuation of lawful attorney-in-fact, coupled with an Event of Default, all of the interest and with power of attorney rights granted by Borrower to Lender hereunder shall be applicable substitution, for the purpose, at any time or times, of executing for Borrower, and in Borrower's name, financing statements and amendments thereto with respect to all Receivables any of the Collateral and all Collateralfiling any of the same. Borrower further agrees that a copy of this Agreement may be filed as a financing statement.

Power of Attorney. (a) Subject to subsection (b) below, the Borrower hereby irrevocably appoints Lender and the Administrative Agent, for the benefit of the holders of the Obligations, its successors and assigns as true and lawful attorney in fact, with full power of substitution, for and authorizes Lender (a) on behalf and in the name of the Borrower, to, whether or not there has been an Event of Default: (i) demand, collect, receive, xxx, endorse and give releases deliver to any Account Debtor for Person any check, instrument or other paper coming into the monies due Collateral Agent's, the Administrative Agent's or which may become due upon any Lender's possession and representing payment made in respect of any Mortgage Note or with Take-Out Commitment Document delivered hereunder or in respect to the Receivables and to compromise, prosecute, or defend of 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 chooseother Collateral; (ii) prepare, file complete, execute, deliver and sign Borrower’s name on record any noticeAssignment to be delivered to the Collateral Agent, claim, assignment, demand, draft, the Administrative Agent or notice to any other Person of or satisfaction of lien or mechanics’ lien or similar documentany Mortgage relating to any Mortgage Note delivered hereunder as Mortgage Loan Collateral; (iii) notify all Account Debtors with respect to the Receivables to pay Lender directly; (iv) receive endorse and open all mail addressed to Borrower for the purpose of collecting the Receivables; (v) endorse Borrower’s name on deliver any checks or Mortgage Note as Mortgage Loan Collateral arising as proceeds thereof, and do every 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 thing necessary or expedient, in furtherance desirable to effect transfer of any such purposes, and (b) to, upon the occurrence and during the continuance of an Event of Default, sell, assign, transfer, pledge, compromise, or discharge the whole all or any part of the Receivables. Upon Mortgage Loan Collateral to the occurrence and continuation of an Event of DefaultAdministrative Agent, all for the benefit of the power holders of attorney rights granted by Borrower the Obligations, or to Lender hereunder shall be applicable any other Person; (iv) take all necessary and appropriate action with respect to all Receivables Obligations and all the Mortgage Loan Collateral to be delivered to the Collateral Agent or the Administrative Agent or held by the Borrower in trust for the Administrative Agent for the benefit of the holders of the Obligations; (v) commence, prosecute, settle, discontinue, defend, or otherwise dispose of any 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 performance of this Agreement.

Power of Attorney. The Borrower hereby irrevocably appoints Lender the Bank and the Bank’s designees from time to time its successors and assigns as true and lawful attorney in attorneys-in-fact, and authorizes Lender with full power of substitution in the premises upon the occurrence of a Default (a) toto demand, collect, receipt for, settle, compromise, adjust, xxx for, foreclose or realize upon the Collateral in such manner as the Bank may determine, whether or not there has been an Event of Default: the Collateral is then due; (ib) demand, collect, to receive, xxxopen, and give releases dispose of mail addressed to the Borrower; (c) to endorse notes, checks, drafts, money orders, Documents or other evidences of payment, shipment or storage or any form of Collateral on behalf of and in the name of 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 assignments of Accounts, on notices 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 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 choosemail to an address designated by the Bank; (iig) 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 all applications, documents, papers, certificates and instruments necessary or expedient for the Bank to use the Intellectual Property, or necessary or expedient to grant or issue any checks 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 recording, registering, filing or accomplishing any other forms formula with respect to the Intellectual Property; and (h) to do all things necessary to carry out this Security Agreement. The Borrower hereby ratifies and approves all acts of payment on such attorneys. Neither the Receivables; (vi) execute Bank nor any attorney will be liable for any acts or omissions nor for any error of judgment or mistake of fact or law, absent gross negligence, bad faith or wilful misconduct. This power, being coupled with an interest, is irrevocable until the Liabilities have been fully satisfied. Notwithstanding anything herein to the contrary, no attorney acting pursuant to this Section 9.5 shall have any authority to confess judgment 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, sell, assign, transfer, pledge, compromise, or discharge the whole or any part of the Receivables. Upon the occurrence and continuation of an Event of Default, all of the power of attorney rights granted by Borrower to Lender hereunder shall be applicable with respect to all Receivables and all Collateral.

Power of Attorney. The Borrower hereby irrevocably constitutes and appoints Lender and its successors and assigns the Bank as the Borrower's true and lawful attorney in factattorney, with full power of substitution, at the sole cost and authorizes Lender (a) toexpense of the Borrower but for the sole benefit of the Bank, whether upon the occurrence 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 Default or which may become due upon or altar DEMAND with respect to Obligations payable on DEMAND, to convert the Receivables Collateral into cash, including, without limitation, completing the manufacture or processing of work in process, and the sale (either public or private)( of all or any portion or portions of the inventory and other Collateral; to compromiseenforce collection of Collateral, prosecuteeither in its own name or in the name of the Borrower, including without limitation, executing releases or defend waivers, compromising or settling with any actionDebtors and prosecuting, claimdefending, case compromising or proceeding releasing any action relating to the ReceivablesCollateral; to receive, including the filing upon and dispose 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 the Borrower and to make therefrom any remittances r proceeds of Collateral in which the Bank has a security interest; to notify Post Office authorities to change the address for delivery of mail addressed to the purpose Borrower to such address as the Bank shall designate; to endorse the name of collecting the ReceivablesBorrower in favor of the Bank upon any and all checks, drafts, money orders, notes acceptances or other instruments of the same or different nature; (v) to sign and endorse Borrower’s the name of 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 of title of the same or different nature relating to the Collateral; to sign the name of the Borrower on any checks notice of the Debtors or other forms on verification of payment on the ReceivablesCollateral; (vi) execute and to sign, if necessary, and file or record on behalf of the Borrower any and all instruments, documents, financing statements and the like or other statement in order to perfect Lender’s interests in or protect the Receivables Bank's security interest. The Bank shall not be obliged to do any of the acts or exercise any of the powers hereinabove authorized, but if the Bank 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 Collateral; (vii) debit it shall not be responsible to the Borrower except for its own gross negligence or willful misconduct. All powers conferred upon the Bank by this Agreement, being coupled with an interest, shall be irrevocable so long as any Borrower’s deposit accounts maintained with Lender for Obligation of the Borrower or any and all Obligations due guarantor or surety to the Bank shall remain unpaid or the Bank is obligated under this Agreement; and (viii) do all acts and things necessary or expedient, in furtherance of Agreement to extend any such purposes, and (b) to, upon credit to the occurrence and during the continuance of an Event of Default, sell, assign, transfer, pledge, compromise, or discharge the whole or any part of the Receivables. Upon the occurrence and continuation of an Event of Default, all of the power of attorney rights granted by Borrower to Lender hereunder shall be applicable with respect to all Receivables and all CollateralBorrower.

Power of Attorney. Borrower irrevocably Seller hereby appoints Lender Purchaser and its successors and assigns designees as Seller's true and lawful attorney in fact, to exercise in Purchaser's discretion, and authorizes Lender (a) to, regardless of whether or not there has been an Event of DefaultDefault is then existing, all of the following powers, such powers being coupled with an interest: (iA) to notify all Account Debtors with respect to the Purchased Accounts to make payment directly to Purchaser; (B) to receive, 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, xxx and give releases to any Account Debtor for the monies due or which may become due upon on or in connection with respect to the Receivables and Purchased Accounts; (D) to compromise, prosecute, or defend any action, claim, case case, or proceeding relating to the ReceivablesPurchased Accounts, including the filing of a claim or the voting of such claims in any bankruptcy case, all in Lender’s Purchaser's name or Borrower’s Seller's name, as Lender Purchaser may chooseelect; (iiE) prepareto sell, file and sign Borrower’s name on any noticeassign, claimtransfer, assignmentpledge, demand, draftcompromise, or notice of or satisfaction of lien or mechanics’ lien or similar documentdischarge any Purchased Accounts; (iiiF) notify all Account Debtors with respect to the Receivables to pay Lender directly; (iv) receive receive, open, redirect and open dispose of all mail addressed to Borrower Seller for the purpose of collecting the ReceivablesPurchased Accounts and to take all the actions permitted in subsection (B) above with respect to any payments in any such mail; (vG) endorse Borrower’s to execute in the name on any checks or other forms of payment on the Receivables; (vi) execute on behalf Seller and file against Seller in favor of Borrower any and all instruments, documents, Purchaser such financing statements and the like other agreements as Purchaser deems necessary to evidence or perfect Lender’s interests its security interest in the Receivables Purchased Accounts and the other Collateral; (vii) debit any Borrower’s deposit accounts maintained with Lender for any and all Obligations due under this Agreement; and (viiiH) to 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, sell, assign, transfer, pledge, compromise, or discharge the whole or any part of the Receivables. Upon the occurrence and continuation of an Event of Default, all of the power of attorney rights granted by Borrower Seller to Lender Purchaser hereunder shall be applicable with respect to all Receivables and all Collateral.

Power of Attorney. Borrower irrevocably appoints Lender and its successors and assigns as true and lawful attorney in factauthorizes CDF (whether or not Default has occurred) to, and authorizes Lender upon notice to Borrower: (a) file financing statements describing CDF as “Secured Party,” Borrower as “Debtor” and indicating the Collateral; (b) authenticate, execute or endorse the name of 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, Borrower authorizes CDF to, whether or not there has been an Event of Default: (i) demanddemand payment, collect, receive, xxxenforce payment and otherwise exercise all of Borrower’s rights, and give releases to any Account Debtor for the monies due or which may become due upon or remedies with respect to the Receivables and to compromise, prosecute, or defend collection of 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 chooseAccounts; (ii) 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 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 notice, claim, assignment, demand, draft, or notice Proof of or satisfaction of lien or mechanics’ lien Claim in Bankruptcy 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 document against 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 Collateralobligor; (vii) debit authenticate, execute or endorse the name of Borrower upon any Borrower’s deposit accounts maintained with Lender for chattel paper, document, instrument, invoice, freight xxxx, xxxx of lading or similar document or agreement relating to any and all Obligations due under this AgreementAccount or goods pertaining thereto; and (viii) do all acts and things necessary or expedient, take control in furtherance any manner of any item of payments or proceeds and for such purposes, and (b) to, upon purpose to notify the occurrence and during Postal Authorities to change the continuance address for delivery of an Event of Default, sell, assign, transfer, pledge, compromise, or discharge the whole or any part of the Receivablesmail addressed to Borrower to such address as CDF may designate. Upon the occurrence and continuation of an Event of Default, all of the This power of attorney rights and the other powers of attorney granted by Borrower to Lender hereunder shall be applicable herein are irrevocable and coupled with respect to all Receivables and all Collateralan interest.

Power of Attorney. The Borrower hereby irrevocably constitutes and appoints the Lender and its successors and assigns as the Borrower's true and lawful attorney in factattorney, with full power of substitution, at the sole cost and authorizes Lender (a) toexpense of the Borrower but for the sole benefit of the Lender, whether or not there has been upon the occurrence of an Event of Default: (i) demand, collect, receive, xxx, and give releases to any Account Debtor for the monies due Default or which may become due upon or after DEMAND with respect to Obligations payable on DEMAND, to convert the Receivables Collateral into cash, including, without limitation, completing the manufacture or processing of work in process, and the sale (either public or private) of all or any portion or portions of the Inventory and other Collateral; to compromiseenforce collection of the Collateral, prosecuteeither in its own name or in the name of the Borrower, including, without limitation, executing releases, compromising or defend settling with any actionDebtors and prosecuting, claimdefending, case compromising or proceeding releasing any action relating to the ReceivablesCollateral; to receive, including the filing open and dispose 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 the Borrower and to take therefrom any remittances or proceeds of Collateral in which the Lender has a security interest; to notify Post Office authorities to change the address for delivery of mail addressed to the purpose Borrower to such address as the Lender shall designate to endorse the name of collecting the ReceivablesBorrower in favor of the Lender upon any and all checks, drafts, money orders, notes, acceptances or other instruments of the same or different nature; (v) to sign and endorse Borrower’s the name of 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 of title of the same or different nature relating to the Collateral; to sign the name of the Borrower on any checks notice of the Debtors or other forms on verification of payment on the ReceivablesCollateral; (vi) execute and to sign and file or record on behalf of the Borrower any and all instruments, documents, financing statements and the like or other statement in order to perfect or protect the Lender’s interests '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 it shall not be responsible to the Borrower except for willful misconduct in bad faith. All powers conferred upon the Receivables and Collateral; (vii) debit any Borrower’s deposit accounts maintained with Lender for any and all Obligations due under by this Agreement; and (viii) do all acts and things necessary or expedient, in furtherance of being coupled with an interest, shall be irrevocable so long as any such purposes, and (b) to, upon the occurrence and during the continuance of an Event of Default, sell, assign, transfer, pledge, compromise, or discharge the whole or any part Obligation of the Receivables. Upon the occurrence and continuation of an Event of Default, all of the power of attorney rights granted by Borrower to the Lender hereunder shall be applicable with respect to all Receivables and all Collateralremain unpaid.

Power of Attorney. Borrower irrevocably appoints Lender The Debtor authorizes the Agent and its successors does hereby make, constitute and assigns appoint the Agent, and any officer or agent of the Agent, with full power of substitution, as the Debtors true and lawful attorney in attorney-in-fact, and authorizes Lender with power, in its own name or in the name of the Debtor: (a) toto endorse any notes, whether checks, drafts, money orders, or not there has been an Event other instruments of Default: payment (iincluding payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of t Agent; (b) 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; (c) 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, xxx, open 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 dispose 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 the Debtor and to notify the Post Office authorities to change the address for delivery of mail addressed to the purpose of collecting Debtor to such address as 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 AgreementAgent may designate; and (viiif) do 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 or expedientto protect, in furtherance of any such purposes, preserve and (b) to, realize upon the occurrence Collateral and during the continuance Secured Parties security interest therein in order to effect the intent of an Event of Defaultthis Security Agreement, sell, assign, transfer, pledge, compromise, or discharge the whole or any part of Guaranty and the Receivables. Upon the occurrence and continuation of an Event of DefaultCredit Agreement, all as fully and effectually as the Debtor might or could do; and the Debtor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. All acts of the said attorney or designee are hereby ratified and approved and said attorney or designee shall not be liable for any acts of commission or omission, nor for any error or judgment or mistake of fact or law except for its own gross negligence or willful misconduct. This power of attorney rights granted by Borrower to Lender hereunder shall be applicable with respect to all Receivables irrevocable for the term of this Security Agreement and all Collateralthereafter as long as any of the Obligations shall be outstanding.

Power of Attorney. Borrower hereby irrevocably constitutes and appoints Lender and its successors and assigns as Borrower's true and lawful attorney in attorney-in-fact, with full power of substitution, at the sole cost and authorizes Lender (a) to, whether or not there has been an Event expense of Default: (i) demand, collect, receive, xxx, and give releases to any Account Debtor Borrower but 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 sole benefit 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, sellto convert the Collateral into cash, assignincluding, transferwithout limitation, pledgecompleting the manufacture or processing of work in process, compromiseand the sale (either 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 Borrower and to take therefrom any remittances or proceeds of Collateral in which Lender has a Security Interest; to notify Post Office authorities to change the address for delivery of mail addressed to Borrower to such address as Lender shall designate; to endorse the name of Borrower in favor of Lender upon any and all checks, drafts, money orders, notes, acceptances or other instruments of the same or different nature; to sign and endorse the name of Borrower on and to receive as secured party any of the Collateral, any invoices, freight or express receipts, or discharge bills of lading, storage receipts, warehouse receipts, or other documents of title of the whole same or different nature relating to the Collateral; to sign the name of Borrower on any notice of the Debtor Parties or on verification of the Collateral; and to sign, if necessary, and file or record on behalf of Borrower any financing or other statement in order to perfect or protect Lender's Security Interest. Lender shall not be obliged to do any of the acts or exercise any of the powers hereinabove authorized, but if 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 it shall not be responsible to Borrower except for its own gross negligence or willful misconduct. All powers conferred upon Lender by this Agreement, being coupled with an interest, shall be irrevocable so long as any Obligation of Borrower or any part of the Receivables. Upon the occurrence and continuation of an Event of Default, all of the power of attorney rights granted by Borrower guarantor or surety to Lender hereunder shall be applicable with respect remain unpaid or Lender is obligated under this Agreement to all Receivables and all Collateralextend any credit to Borrower.

Power of Attorney. Borrower irrevocably appoints Lender Upon the occurrence of a Default, the Debtor authorizes the Secured Party and its successors does hereby make, constitute and assigns appoint the Secured Party, and any officer or agent of the Secured Party, with full power of substitution, as the Debtor's true and lawful attorney attorney-in-fact coupled with an interest, with power, in factits own name or in the name of Debtor, upon the occurrence of a Default (subject, however, to the rights of any holders of superior liens or security interests relating to the Collateral) 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; 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 authorizes Lender (a) toother documents relating to Collateral; to pay or discharge taxes, whether liens, security interests or not there has been an Event of Default: (i) other encumbrances at any time levied or placed on or threatened against the Collateral; to demand, collect, receivereceipt for, xxxcompromise, settle and give releases to any Account Debtor xxx for the monies due or which may become due upon or with in respect of the Collateral; and, generally, to do, at the Receivables Secured Party's option and to compromiseat the Debtor's expense, prosecuteat any time, or defend any actionfrom time to time, 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 which the Secured Party deems reasonably necessary or expedientto protect, in furtherance of any such purposes, preserve and (b) to, realize upon the occurrence Collateral and during the continuance Secured Party's security interest therein in order to effect the intent of an Event of Default, sell, assign, transfer, pledge, compromise, or discharge the whole or any part this Agreement and of the ReceivablesNotes all as fully and effectually as the Debtor might or could do; and the Debtor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. Upon the occurrence and continuation of an Event of Default, all of the This power of attorney rights granted by Borrower to Lender hereunder shall be applicable with respect to all Receivables irrevocable for the term of this Agreement and all Collateralthereafter as long as any of the Secured Obligations shall be outstanding.

Power of Attorney. Borrower hereby irrevocably constitutes and appoints Lender and its successors and assigns as Borrower’s true and lawful attorney in factattorney, with full power of substitution, at the sole cost and authorizes Lender (a) toexpense of Borrower but for the sole benefit of Lender, whether or not there has been upon the occurrence of an Event of Default: (i) demandDefault which has not been cured or waived by Lender, collectto convert the Collateral into cash, receiveincluding, xxxwithout limitation, completing the manufacture or processing of work in process, and give the sale (either 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 to or waivers, compromising or settling with any Account Debtor for the monies due Debtors and prosecuting, defending, compromising or which may become due upon or with respect to the Receivables and to compromise, prosecute, or defend releasing any action, claim, case or proceeding action relating to the ReceivablesCollateral; to receive, including the filing open and dispose 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 and 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 mail addressed to Borrower to such address as Lender shall designate; to endorse the purpose name of collecting Borrower in favor of Lender upon any and all checks, drafts, money orders, notes, acceptances or other instruments of the Receivablessame or different nature; (v) to sign and endorse Borrower’s the name of 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 of title of the same or different nature relating to the Collateral; to sign the name of Borrower on any checks notice of the Account Debtors or other forms on verification of payment on the ReceivablesCollateral; (vi) execute and to sign, if necessary, and file or record on behalf of Borrower any and all instruments, documents, financing statements and the like or other statement in order to perfect or protect Lender’s interests security interest. Lender shall not be obliged to do any of the acts or exercise any of the powers hereinabove authorized, but if 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 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-outstanding Obligations shall be returned to Borrower, and it shall not be responsible to Borrower or to any other party (and shall be and is hereby indemnified by Borrower against any such responsibility to any other party) except in the Receivables and Collateral; (vii) debit event that Lender has been determined, with finality, by a court of competent jurisdiction, that Lender has committed gross negligence or willful misconduct. All powers conferred upon Lender by this Agreement, being coupled with an interest, shall be irrevocable so long as any Borrower’s deposit accounts maintained with Obligation of Borrower or any surety to Lender for any and all Obligations due shall remain unpaid or Lender are obligated under this Agreement; and (viii) do all acts and things necessary or expedient, in furtherance of Agreement to extend any such purposes, and (b) to, upon the occurrence and during the continuance of an Event of Default, sell, assign, transfer, pledge, compromise, or discharge the whole or any part of the Receivables. Upon the occurrence and continuation of an Event of Default, all of the power of attorney rights granted by Borrower credit to Lender hereunder shall be applicable with respect to all Receivables and all CollateralBorrower.

Power of Attorney. Borrower Each Grantor hereby irrevocably appoints Lender and its successors and assigns Secured Party or any other Person whom Secured Party may designate as true and lawful attorney in the Grantor attorney-in-fact, with full power and authorizes Lender authority in place and stead of such Grantor and in the name of such Grantor or in its own name to: (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 endorse such claims in any bankruptcy case, all in Lender’s name or Borrower’s name, as Lender may choose; (ii) prepare, file and sign BorrowerGrantor’s name on any noticechecks, claimnotes, assignmentacceptances, demandmoney orders, 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 drafts or other forms of payment on the Receivablesor security that may come into Secured Party’s possession; (vib) execute sign such Grantor’s name on behalf any invoice or xxxx of Borrower lading relating to any Receivables, drafts against customers, schedules and all instrumentsassignments of Receivables, documentsnotices of assignment, financing statements and the like other public records, verifications of account and notices to perfect Lender’s interests in the Receivables and Collateralor from Customers; (viic) debit verify the validity, amount or any Borrower’s deposit accounts maintained other matter relating to any Receivable by mail, telephone, telegraph or otherwise with Lender for any Customers; (d) execute customs declarations and all Obligations due under this Agreementsuch other documents as may be required to clear Inventory through United States Customs; and (viiie) do all acts and things necessary or expedient, in furtherance to carry out this Agreement and all other Transaction Documents; (f) continue any insurance existing pursuant to the terms of any such purposes, this Agreement and (b) to, upon the occurrence and during the continuance of an Event of Default, sell, assign, transfer, pledge, compromise, or discharge the whole pay all or any part of the Receivablespremium 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 address designated by Secured Party, and to receive, open and dispose of all mail addressed to such Grantor. Upon Each Grantor hereby ratifies and approves all acts of the attorney. The powers conferred on Secured Party hereunder are solely to protect its interests in the Collateral and shall not impose any duty upon it to exercise any such powers. Neither Secured Party nor the attorney will be liable for any acts or omissions or for any error of judgment or mistake of fact or law. This power, being coupled with an 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 not exercise any of the rights conferred on it under this Article 5 until the occurrence and continuation of an Event of Default, all of the power of attorney rights granted by Borrower to Lender hereunder shall be applicable with respect to all Receivables and all Collateral.

Power of Attorney. Borrower irrevocably (a) Each Non-Managing Member and Record Holder hereby constitutes and appoints Lender the Managing Member and, if a Liquidator (other than the Managing Member) shall have been selected pursuant to Section 12.2, the Liquidator, severally (and its successors any successor to the Liquidator by merger, transfer, assignment, election or otherwise) and assigns each of their authorized officers and attorneys in-fact, as the case may be, with full power of substitution, as his true and lawful attorney in agent and attorney-in-fact, with full power and authorizes Lender (a) authority in his name, place and xxxxx, to: execute, swear to, whether acknowledge, deliver, file and record in the appropriate public offices (A) all certificates, documents and other instruments (including this Agreement and the Certificate of Formation and all amendments or not there has been an Event restatements hereof or thereof and any resolution, consent, approval, voting ballot, voting certification or other voting mechanism) that the Managing Member or the Liquidator determines to be necessary or appropriate to conduct the purposes of Default: 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 own property; (iB) demandall amendments to this Agreement adopted in accordance with the terms hereof and all certificates, collectdocuments and other instruments that the Managing Member or the Liquidator determines to be necessary or appropriate to reflect, receivein accordance with its terms, xxxany amendment, change, modification or restatement of this Agreement; (C) all certificates, documents and give releases other instruments (including conveyances and a certificate of cancellation) that the Managing Member or the Liquidator determines to any Account Debtor for be necessary or appropriate to reflect the monies due or which may become due upon or with respect dissolution and termination of the Company pursuant to the Receivables terms of this Agreement; (D) all certificates, documents and to compromise, prosecute, other instruments (including this Agreement and the Certificate of Formation and all amendments or defend any action, claim, case restatements hereof or proceeding thereof) relating to the Receivablesadmission, including the filing withdrawal, removal or substitution 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, draftMember pursuant to, 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 instrumentsevents described in, 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; (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 (viiiF) do all acts certificates, documents and things necessary other instruments (including agreements and a certificate of merger or expedientconsolidation or similar certificate) relating to a merger, in furtherance of any such purposesconsolidation, and (b) to, upon the occurrence and during the continuance of an Event of Default, sell, assign, transfer, pledge, compromise, combination or discharge the whole or any part conversion of the Receivables. Upon the occurrence and continuation Company pursuant to Article XIV or otherwise in connection with a change of an Event of Default, all jurisdiction of the power of attorney rights granted by Borrower to Lender hereunder Company. Nothing contained in this Section 2.7(a) shall be applicable construed as authorizing the Managing Member to amend, change or modify this Agreement except in accordance with respect to all Receivables and all CollateralArticle XIII or as may be otherwise expressly provided for in this Agreement.

Power of Attorney. Borrower hereby irrevocably constitutes and appoints the Lender and its successors and assigns as Borrower's true and lawful attorney in factattorney, with full power of substitution, at the sole cost and authorizes Lender (a) toexpense of Borrower but for the sole benefit of the Lender, whether or not there has been upon the occurrence of an Event of Default: (i) demand, collect, receive, xxx, and give releases to any Account Debtor for the monies due Default or which may become due upon or after DEMAND with respect to Obligations payable on DEMAND, to convert the Receivables Collateral into cash, including, without limitation, completing the manufacture or processing of work in process, and the sale (either public or private) of all or any portion or portions of the inventory and other Collateral; to compromiseenforce collection of the Collateral, prosecuteeither in its own name or in the name of Borrower, including, without limitation, executing releases or defend waivers, compromising or settling with any actionDebtors and prosecuting, claimdefending, case compromising or proceeding releasing any action relating to the ReceivablesCollateral; to receive, including the filing open and dispose 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 and to take therefrom any remittances or proceeds of Collateral in which the Lender has a security interest; to notify Post Office authorities to change the address for delivery of mail addressed to Borrower to such address as the purpose Lender shall designate; to endorse the name of collecting Borrower in favor of the ReceivablesLender upon any and all checks, drafts, money orders, notes, acceptances or other instruments of the same or different nature; (v) to sign and endorse Borrower’s the name of 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 of title of the same or different nature relating to the Collateral; to sign the name of Borrower on any checks notice of the Debtors or other forms on verification of payment on the ReceivablesCollateral; (vi) execute and to sign, if necessary, and file or record on behalf of Borrower any and all instruments, documents, financing statements and the like or other statement in order to perfect or protect the Lender’s interests in 's security interest. The Lender shall not be obliged to do any of the Receivables 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 Collateral; (vii) debit it shall not be responsible to Borrower except for its own gross negligence or willful misconduct. All powers conferred upon the Lender by this Agreement, being coupled with an interest, shall be irrevocable so long as any Borrower’s deposit accounts maintained with Obligation of Borrower or any guarantor or surety to the Lender for any and all Obligations due shall remain unpaid or the Lender is obligated under this Agreement; and (viii) do all acts and things necessary or expedient, in furtherance of Agreement to extend any such purposes, and (b) to, upon the occurrence and during the continuance of an Event of Default, sell, assign, transfer, pledge, compromise, or discharge the whole or any part of the Receivables. Upon the occurrence and continuation of an Event of Default, all of the power of attorney rights granted by Borrower credit to Lender hereunder shall be applicable with respect to all Receivables and all CollateralBorrower.

Power of Attorney. Borrower irrevocably appoints Lender DFS (and its successors and assigns any Person designated by it) as Borrower's true and lawful attorney Attorney with full power to at any time, in fact, and authorizes Lender the discretion of DFS (whether or not Default has occurred) to: (a) endorse the name of 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, whether or not there has been an Event of Default: (i) demanddemand payment, collect, receive, xxxenforce payment and otherwise exercise all of Borrower's rights, and give releases to any Account Debtor for the monies due or which may become due upon or remedies with respect to the Receivables and to compromise, prosecute, or defend collection of 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 chooseAccounts; (ii) 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 at such time or times as DFS may deem advisable; (v) discharge and release any Accounts; (vi) prepare, file and sign Borrower’s 's name on any notice, claim, assignment, demand, draft, or notice Proof of or satisfaction of lien or mechanics’ lien Claim in Bankruptcy or similar document; (iii) notify all document against any 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 CollateralDebtor; (vii) debit endorse the name of Borrower upon any Borrower’s deposit accounts maintained with Lender for chattel paper, document, instrument, invoice, freight xxxx, xxxx of lading o similar document or agreement relating to any and all Obligations due under this AgreementAccount or goods pertaining thereto; and (viii) do all acts and things necessary or expedient, take control in furtherance any manner of any item of payments or proceeds and for such purposes, and (b) to, upon purpose to notify the occurrence and during Postal Authorities to change the continuance address for delivery of an Event of Default, sell, assign, transfer, pledge, compromise, or discharge the whole or any part of the Receivablesmail addressed to Borrower to such address as DFS may designate. Upon the occurrence and continuation of an Event of Default, all of the This power of attorney rights granted is for value and coupled with an interest and is irrevocable so long as any Obligations remain outstanding and by DFS exercising such right, DFS shall not waive any right against Borrower to Lender hereunder shall be applicable with respect to all Receivables and all Collateraluntil the Obligations are paid in full.

Power of Attorney. Each Borrower irrevocably appoints Lender hereby reaffirms its irrevocable appointment of the Agent, as its agent and its successors and assigns as true and lawful attorney in attorney-in-fact, with power of substitution, having full power and authorizes Lender 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) to, whether or not there has been upon an Event of Default: (i) demand, collect, receive, xxxnotify Account Debtors obligated on any of the Receivables to make payments thereon directly to the lockbox referenced in Section 11.2 of this Agreement, and give releases to take control of the cash and non-cash proceeds of 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 such Receivables, including which right the filing Agent may exercise at any time whether or not an Event of a claim Default shall have occurred and be continuing hereunder or the voting of such claims in any bankruptcy case, all in Lender’s name or Borrower’s name, as Lender may choosewas theretofore making collections thereon; (ii) prepareupon an Event of Default, file and sign Borrower’s name on compromise, extend or renew any notice, claim, assignment, demand, draft, of the Collateral constituting Receivables or notice deal with any of or satisfaction of lien or mechanics’ lien or similar documentthe Collateral as the Agent may deem advisable; (iii) notify upon an Event of Default, release its interest in, make exchanges or substitutions for and/or surrender, all Account Debtors with respect to or any part of any Borrower’s interest in all or any part of the Receivables to pay Lender directlyCollateral; (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 purpose delivery of collecting mail to any Borrower to such address as the ReceivablesAgent may designate; it being understood that the rights granted to the Agent in this clause (v) endorse Borrower’s name on any checks or other forms of payment ix), which are operative 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, sell, assign, transfer, pledge, compromise, shall not in any way limit or discharge impair the whole other rights provided to the Agent and/or Lenders in this Agreement or any part other Loan Document, including, without limitation, their rights with respect to the Collateral Account and the below-referenced lockbox. Furthermore, each Borrower hereby reaffirms its irrevocable appointment of the Receivables. Upon Agent, as its agent and attorney-in-fact, with power of substitution, having full power and authority, in its own name, in the occurrence name of any Lender(s), in the name of any Borrower or otherwise (but at the cost and continuation expense of the Borrowers and without notice to any Borrower) and regardless of whether an Event of DefaultDefault has occurred or any act, all event or condition which with notice or the lapse of time, or both, would constitute an Event of Default has occurred, to (a) file financing statements and continuation statements covering the power Collateral and execute the same on behalf of attorney rights granted any Borrower; (b) charge against any banking account of any Borrower any item of payment credited to 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 Lender hereunder shall be applicable with respect to all Receivables and all Collateralthe Collateral or upon any proof of claim in bankruptcy against any Account Debtor.

Power of Attorney. Borrower irrevocably In addition to any other powers of attorney contained herein, each Pledgor hereby appoints Lender and the Collateral Agent, its successors and assigns nominee, or any other person whom the Collateral Agent may designate as true and lawful attorney in such Pledgor’s attorney-in-fact, with full power and authorizes Lender (a) to, whether or not there has been an authority upon the occurrence and during the continuation of any Event of Default: (i) Default to ask, demand, collect, receive, xxxreceipt for, xxx for, compound and give releases to acquittance for any Account Debtor for the monies due and all sums or properties which may be or become due upon due, payable or distributable in respect of the Collateral or any part thereof, with respect full power to settle, adjust or compromise any claim thereunder or therefor as fully as such Pledgor could itself do, to endorse or sign 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 BorrowerPledgor’s name on any noticeassignments, claim, assignment, demand, draft, stock powers or notice other instruments 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 transfer and open all mail addressed to Borrower for the purpose of collecting the Receivables; (v) endorse Borrower’s name on any checks or 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 the Receivables; (vi) execute on behalf all documents of Borrower satisfaction, discharge or receipt required or requested in connection therewith, and, in its discretion, to file any and all instrumentsclaim or take any other action or proceeding, documents, financing statements and the like to perfect Lender’s interests either in its own name or 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 name of such Pledgor, or otherwise, which the Collateral Agent deems necessary or expedient, in furtherance of any such purposes, and (b) to, appropriate to collect or otherwise realize upon the occurrence and during the continuance of an Event of Default, sell, assign, transfer, pledge, compromise, or discharge the whole all or any part of the Receivables. Upon Collateral, or effect a transfer thereof, or which may be necessary or appropriate to protect and preserve the occurrence right, title, and continuation of an Event of Default, all interest of the Collateral Agent in and to such Collateral and the security intended to be afforded hereby. Each Pledgor hereby ratifies and approves all acts of any such attorney and agrees that neither the Collateral Agent nor any such attorney will be liable for any such acts or omissions nor for any error of judgment or mistake of fact or law other than such person’s gross negligence or willful 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 rights granted by Borrower to Lender hereunder shall be applicable execute any such financing statements, and any amendments or supplements thereto, on behalf of such Pledgor without notice thereof to any Pledgor. The foregoing powers of attorney, being coupled with respect to all Receivables an interest, are irrevocable until the Secured Obligations (other than contingent indemnification and reimbursement obligations not yet accrued and payable) have been fully satisfied and all Collateralcommitments of the Lenders to extend credit to or for the account of the Borrower under the Credit Agreement have expired or otherwise terminated.

Power of Attorney. Effective only upon the occurrence and during the continuance of an Event of Default, each Borrower irrevocably appoints Lender Bank (and its successors and assigns 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 factthe Accounts; (b) notify all account debtors with respect to the Accounts or any other debtors of a Borrower to pay Bank directly; (c) 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 authorizes Lender notices to account debtors; (ad) tomake, whether or not there has been an Event settle, and adjust all claims under and decisions with respect to a Borrower’s policies of Default: insurance; (ie) demand, collect, receive, xxxsxx, and give releases to any Account Debtor account debtor or other debtor of a Borrower for the monies due or which may become due upon or with respect to the Receivables Accounts 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 chooseAccounts; (iif) preparesettle and adjust disputes and claims respecting the accounts directly with account debtors, file for amounts and sign Borrower’s name on any notice, claim, assignment, demand, draft, or notice of or satisfaction of lien or mechanics’ lien or similar documentupon terms which Bank determines to be reasonable; (iiig) notify all Account Debtors with respect to the Receivables to pay Lender directlysell, assign, transfer, pledge, compromise, discharge or otherwise dispose of any Collateral; (ivh) receive and open all mail addressed to a Borrower for the purpose of collecting the ReceivablesAccounts; (vi) endorse a Borrower’s name on any checks or other forms of payment on the Receivablesor security that may come into Bank’s possession; (vij) execute on behalf of a Borrower any and all instruments, documents, financing statements and the like to perfect Lender’s Bank's interests in the Receivables Accounts and file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of the Collateral; (vii) debit any Borrower’s deposit accounts maintained with Lender for any and all Obligations due under this Agreement; and (viiik) do all acts and things necessary or expedient, in furtherance of any such purposes; provided however Bank may exercise such power of attorney with respect to any actions described in clause (j) above, and (b) to, upon the occurrence and during the continuance regardless of whether an Event of DefaultDefault has occurred. The appointment of Bank as a Borrower’s attorney in fact, selland each of Bank’s rights and powers, assignbeing coupled with an interest, transfer, pledge, compromise, or discharge the whole or any part of the Receivables. Upon the occurrence and continuation of an Event of Default, is irrevocable until all of the power of attorney rights granted by Borrower Obligations have been fully repaid and performed and Bank’s obligation to Lender provide Credit Extensions hereunder shall be applicable with respect to all Receivables and all Collateralis terminated.

Power of Attorney. Borrower irrevocably appoints Lender and its successors and assigns as true and lawful attorney in fact, and authorizes Lender (a) toThe Lenders hereby grant Servicer an irrevocable, whether or not there has been special power of attorney, coupled with an Event interest, to perform all acts that Servicer is authorized to perform on behalf of Default: (i) demandthe Lenders pursuant to this Agreement including, collectwithout limitation, receivethe power to enforce the terms of the Loan Documents, xxx, to assume and give releases to any Account Debtor enter into contracts for the monies due completion of the construction or which may become due upon renovation of the Improvements or with respect any phase thereof, to take title to the Receivables Property as trustee or nominee for the Lenders, to cause title to the Property to be taken in the name of all Lenders as tenants in common or in 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 amounts are due and to compromisemanage, prosecuteencumber and sell the 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 record notices of sale, file complaints, obtain judgments and deficiency judgments, seek relief from any stay of foreclosure proceedings or defend any actionlitigation which seeks to restrain such foreclosure proceedings, claimaccept reinstatements, case bid at a foreclosure sale and otherwise conduct judicial or proceeding relating to non-judicial foreclosure proceedings; file, prosecute and defend legal actions and otherwise enforce the Receivablesterms 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 enter into contracts for and execute documents in connection with the refinancing or sale of the Property, including the filing execution of a claim deeds of trust or grant deeds. This power of attorney shall not be affected by subsequent incapacity of the voting principal. Additionally, this power of such claims in any bankruptcy case, all in Lender’s name or Borrower’s name, as attorney is given by the Lender may choose; (ii) prepare, file and sign Borrower’s name on any notice, claim, assignment, demand, draft, or notice signing below to secure its performance 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 its obligations under this Agreement for the purpose benefit of collecting all of the Receivables; (v) endorse Borrower’s name other Lenders. The only event that will terminate this power of attorney is the termination of this Agreement as provided in Paragraph 12 above. In the event Lender fails to timely pay his or her pro rata share of loan servicing fees, property management fees or an Assessment, Servicer is hereby authorized, either on any checks its own behalf or other forms of payment on the Receivables; (vi) execute on behalf of Borrower any the other Lenders, to commence legal action against the delinquent Lender. Since the investment of all Lenders could be jeopardized by the inability of Servicer to perform its duties hereunder, including the taking of Protective Actions, due to the lack of funds, and all instruments, documents, financing statements and the like to perfect Lender’s interests in the Receivables interest of a quick determination, Lender and Collateral; (vii) debit Servicer hereby waive the right to raise any Borrower’s deposit accounts maintained with Lender for any other claims and all Obligations due under this Agreement; counter-claims at said hearing. Said claims and (viii) do all acts and things necessary or expedient, in furtherance counter-claims may be the subject of any such purposes, and (b) to, upon the occurrence and during the continuance of an Event of Default, sell, assign, transfer, pledge, compromise, or discharge the whole or any part of the Receivables. Upon the occurrence and continuation of an Event of Default, all of the power of attorney rights granted by Borrower to Lender hereunder shall be applicable with respect to all Receivables and all Collaterala subsequent action.

Power of Attorney. Borrower irrevocably Subject to the terms and conditions herein, the Company hereby appoints Lender and names the Administrator, acting through its successors authorized officers and assigns employees, as true and the Company’s lawful attorney in attorney-in-fact, from and authorizes Lender 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) to, whether or not there has been an Event of Default: (i) demand, collect, receive, xxx, to do any and give releases to any Account Debtor for all lawful acts that the monies due or which may become due upon or Company might have done 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 purposesAdministered Business, and (b) to, upon the occurrence to proceed by all lawful means (i) to perform any and during the continuance of an Event of Default, sell, assign, transfer, pledge, compromise, or discharge the whole or any part of the Receivables. Upon the occurrence and continuation of an Event of Default, all of the power of attorney rights granted by Borrower to Lender hereunder shall be applicable Company’s obligations with respect to all Receivables the Administered Business, (ii) to enforce any right and defend (in the name of the Company, when necessary) against any liability arising with respect to the Administered Business, (iii) to sxx or defend (in the name of the Company, when necessary) any Action arising from or relating to the Administered Business, (iv) to collect any and all Collateralsums 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 papers in connection with any of the foregoing matters, (vii) to enforce the rights and perform the obligations of 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 (ix) to do everything lawful in connection with the satisfaction of the Administrator’s obligations and the exercise of its rights under this Agreement.

Power of Attorney. Borrower irrevocably appoints Lender Seller grants to Buyer an irrevocable power of attorney coupled with an interest authorizing and permitting Buyer (acting through any of its successors and assigns as true and lawful attorney in factemployees, attorneys or agents) at any time, at its option but without obligation, with or without notice to Seller, and authorizes Lender at Seller’s sole expense, to do any or all of the following, in Seller’s name or otherwise (a) toExecute on behalf of Seller any document that Buyer may, whether in its sole discretion, deem advisable in order to perfect, maintain or not there has been improve Buyer’s security interests in the 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 purchase, sell or otherwise dispose of or to lease (ias lessor or lessee) demandany real or personal property; (c) Execute on behalf of Seller, collectany invoices relating to any Receivable, receive, xxx, any draft against any Account Debtor and give releases any notice to any Account Debtor for the monies due or which may become due upon or with respect to the Receivables and to compromiseDebtor, prosecuteany proof of claim in bankruptcy, or defend any action, claim, case or proceeding relating to the Receivables, including the filing of a claim or the voting of such claims rights in any bankruptcy case, all in Lenderany Notice of Lien, claim of mechanic’s, materialman’s name or Borrowerother lien, or assignment of satisfaction of mechanic’s, materialman’s name, as Lender may chooseor other lien; (iid) prepareTake 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, file and sign Borrowernotes, 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 name on any notice, claim, assignment, demand, draft, or notice of or satisfaction of lien or mechanics’ lien or similar documentpossession; (iiie) notify all Account Debtors with respect Upon the occurrence of any Event of Default, to the Receivables to pay Lender directly; (iv) receive and open all mail addressed to Borrower Seller; and, in the exercise of such right, Buyer shall have the right, in the name of Seller, to notify the Post Office authorities to change the address for the purpose delivery of collecting 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 ReceivablesCollateral; such right to redirect mail granted to Buyer is irrevocable and Seller shall not have the right to notify the Post Office to change the address for delivery after Buyer has exercised such right; (vf) 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 monies on deposit by Seller with said financial institution which are payable by said financial institution to 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 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 any of the Collateral, or any judgment based thereon, or otherwise take any action to terminate 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 any of the Collateral and obtain payment therefore, and make all determinations and decisions with respect to any such policy of insurance and endorse BorrowerSeller’s name on any checks check, draft, instrument or other forms item of payment on or the Receivablesproceeds of such policies of insurance; (vil) execute on behalf Instruct any accountant or other third party having custody or control of Borrower any books or records belonging to, or relating to, Seller to give Buyer the same rights of access 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 other rights with Lender for any and all Obligations due respect thereto as Buyer has under Section 6.2.9 of this Agreement; and (viiim) do all acts and things necessary Take any action or expedient, in furtherance pay any sum required of any such purposesSeller pursuant to this Agreement, and (b) toany other present or future agreements. Any and all sums paid and any and all costs expenses, upon liabilities, obligations and attorneys’ fees incurred by Buyer with respect to the occurrence foregoing shall be added to and during the continuance of an Event of Default, sell, assign, transfer, pledge, compromise, or discharge the whole or any become part of the ReceivablesObligations and shall be payable on demand. Upon In no event shall Buyer’s rights under the occurrence and continuation of an Event of Default, all of the foregoing power of attorney or any of Buyer’s other rights granted by Borrower under this Agreement be deemed to Lender hereunder shall be applicable with respect to all Receivables and all Collateralindicate that Buyer is in control of the business, management of properties of Seller.

Power of Attorney. Borrower irrevocably appoints Lender and its successors and assigns as true and lawful attorney in factattorney, and authorizes Lender (a) towith powers of substitution, whether or not so long as there has been an exists any Event of Default: (i) , at Lender’s option and at Borrower’s expense, to demand, collect, receive, xxx, receipt for and give renewals, extensions, discharges and releases of any assigned Collateral; to any Account Debtor for institute and prosecute legal or equitable proceedings to realize upon the monies due assigned Collateral; to sell or which may become due upon compromise, compound or adjust claims with respect to the Receivables and any assigned Collateral or any legal proceedings brought in respect thereof; 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 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 expedientalluded to herein or therein, or in furtherance other instruments and documents including, but not limited to, the completion of any such purposessecurity agreements, UCC filings, assignments, pledges, documents, instruments, statements or agreements, and (b) toany renewals or extensions thereof, upon and the occurrence insertion of information or terms not inconsistent with the agreement of Lender and during 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 continuance 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 an the Indebtedness of Borrower. Borrower further irrevocably appoints Lender its true and lawful attorney, with power of substitution, so long as there exists any Event of Default, sellto take control in any manner of any cash or non-cash items or payment or proceeds related to the Collateral; to endorse the name of Borrower upon any notes, assignacceptances, transferchecks, pledgedrafts, compromisemoney orders, bills of lading, freight bills, chattel paper or discharge the whole or any part other evidences of payment of the Receivables. Upon the occurrence Collateral that may come into Lxxxxx’s possession; and continuation of an Event of Default, to apply all proceeds therefrom to a reduction of the power Indebtedness of attorney rights granted by Borrower to Borrower. Lender hereunder may, whenever in its opinion either the market value or the actual value of the Collateral shall be applicable with respect or become unsatisfactory or insufficient to all Receivables provide ample security, call for additional security, and all CollateralBorrower agrees to deposit such additional security within such time as may be specified in the call.

Power of Attorney. Borrower The Company hereby irrevocably appoints Lender and its successors and assigns one representative designated by the Majority Purchasers (which such designated Person the Majority Purchasers may change upon written notice to the Company) as true and lawful attorney in the Company’s attorney-in-fact, with full power and authorizes Lender (a) authority in place and stead of the Company and in the name of the Company or in the name of any Investor to, whether or not there has been after the occurrence of an Event of Default: (ia) demand, collect, receive, xxx, and give releases to any Account Debtor for endorse 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 BorrowerCompany’s name on any noticechecks, claimnotes, assignmentacceptances, demandmoney orders, 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 drafts or other forms of payment on the Receivablesor security that may come into an Investor’s possession; (vib) execute sign the Company’s name on behalf any invoice or xxxx of Borrower lading relating to any Receivables, drafts against customers, schedules and all instrumentsassignments of Receivables, documentsnotices of assignment, financing statements and the like other public records, verifications of account and notices to perfect Lender’s interests in the Receivables and Collateralor from Customers; (viic) debit verify the validity, amount or any Borrower’s deposit accounts maintained other matter relating to any Receivable by mail, telephone, telegraph or otherwise with Lender for any Customers; (d) execute customs declarations and such other documents as may be required to clear Inventory through United States Customs; (e) do all Obligations due under things necessary to carry out this Agreement; (f) continue any insurance existing pursuant to the terms of this Agreement and (viii) do pay 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, sell, assign, transfer, pledge, compromise, or discharge the whole or any part of the Receivables. Upon premium therefor and the occurrence cost thereof, and continuation of an Event of Default, all 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 power Company’s mail to an address designated by the Majority Purchasers, and to receive, open and dispose of all mail addressed to the Company. The Company hereby ratifies and approves all acts of the said attorney. The powers conferred on the Investors hereunder are solely to protect its interests in the Collateral and shall not impose any duty upon it to exercise any such powers. Neither the Investors nor the said attorney rights granted by Borrower will be liable for any acts or omissions or for any error of judgment or mistake of fact or law absent gross negligence or intentional misconduct. This power, being coupled with an interest, is irrevocable so long as any Receivable which is assigned to Lender hereunder shall be applicable with respect to all Receivables an Investor or in which an Investor has a Security Interest remains unpaid and all Collateraluntil the Obligations have been fully satisfied.

Power of Attorney. Borrower hereby irrevocably appoints Lender Bank (and its successors and assigns each of Bank’s designated officers or employees) as Borrower’s true and lawful attorney in fact, and authorizes Lender to: (a) to, whether or not there has been an after the occurrence and during the continuance of a Event of Default: , (i) demandsend requests for verification of Accounts, collectif any, receive, xxxincluded in the Collateral, and give releases to any notify Account Debtor for the monies due or which may become due upon or with respect to the Receivables Debtors of Bank’s security interests and to compromiseLiens in such Accounts, 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 chooseif any; (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 or security relating to 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 ReceivablesCollateral; (iv) dispose of any Collateral; (v) make, settle and adjust all claims under and decisions with respect to Borrower’s policies of insurance; (vi) execute on behalf of Borrower settle and adjust disputes and claims respecting the Accounts, if any and all instruments, documents, financing statements and the like to perfect Lender’s interests included in the Receivables Collateral, directly with Account Debtors, for amounts and Collateralupon terms which Bank determines to be reasonable; (vii) debit any Borrower’s deposit accounts maintained with Lender for any and transfer 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, sell, assign, transfer, pledge, compromise, or discharge the whole or any part of the ReceivablesCollateral into the name of Bank or a third party to the extent permitted under the Code; (b) file, in its sole discretion, one or more financing or continuation statements and amendments thereto relative to any 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 Borrower no longer has or claims to have any right, title or interest, and (f) to sign Borrower’s name on any documents or Security Instruments necessary to perfect or continue the perfection of, or maintain the priority of, Bank’s security interest in the Collateral. Upon the occurrence The appointment of Bank as attorney in fact of Borrower, and continuation each and every one of Bank’s rights and powers, being coupled with an Event of Defaultinterest, is irrevocable until all of the power of attorney rights granted by Borrower to Lender hereunder shall be applicable with respect to all Receivables Obligations have been fully repaid and performed, and all Collateralof Bank’s obligations to provide Credit Extensions or other financial accommodations to Borrower under this Agreement or any of the other Loan Documents shall have terminated.

Power of Attorney. The Borrower hereby irrevocably constitutes and appoints Lender and its successors and assigns the Bank as the Borrower's true and lawful attorney in factattorney, with full power of substitution, at the sole cost and authorizes Lender (a) toexpense of the Borrower but for the sole benefit of the Bank, whether or not there has been upon the occurrence of an Event of Default: (i) demand, collect, receive, xxx, and give releases to any Account Debtor for the monies due Default or which may become due upon or after DEMAND with respect to Obligations payable on DEMAND, to convert the Receivables Collateral into cash, including, without limitation, completing the manufacture or processing of work in process, and the sale (either public or private) of all or any portion or portions of the inventory and other Collateral; to compromiseenforce collection of the Collateral, prosecuteeither in its own name or in the name of the Borrower, including, without limitation, executing releases or defend waivers, compromising or settling with any actionDebtors and prosecuting, claimdefending, case compromising or proceeding releasing any action relating to the ReceivablesCollateral; to receive, including the filing open and dispose 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 the Borrower and to take therefrom any remittances or proceeds of Collateral in which the Bank has a security interest; to notify Post Office authorities to change the address for delivery of mail addressed to the purpose Borrower to such address as the Bank shall designate; to endorse the name of collecting the ReceivablesBorrower In favor of the Bank upon any and all checks, drafts, money orders, notes, acceptances or other instruments of the same or different nature; (v) to sign and endorse Borrower’s the name of 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 of title of the same or different nature relating to the Collateral; to sign the name of the Borrower on any checks notice of the Debtors or other forms on verification of payment on the ReceivablesCollateral; (vi) execute and to sign, if necessary, and file or record on behalf of the Borrower any and all instruments, documents, financing statements and the like or other statement in order to perfect Lender’s interests in or protect the Receivables Bank's security interest. The Bank shall not be obliged to do any of the acts or exercise any of the powers hereinabove authorized, but if the Bank 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 Collateral; (vii) debit it shall not be responsible to the Borrower except for its own gross negligence or willful misconduct. All powers conferred upon the Bank by this Agreement, being coupled with an interest, shall be irrevocable so long as any Borrower’s deposit accounts maintained with Lender for Obligation of the Borrower or any and all Obligations due guarantor or surety to the Bank shall remain unpaid or the Bank Is obligated under this Agreement; and (viii) do all acts and things necessary or expedient, in furtherance of Agreement to extend any such purposes, and (b) to, upon credit to the occurrence and during the continuance of an Event of Default, sell, assign, transfer, pledge, compromise, or discharge the whole or any part of the Receivables. Upon the occurrence and continuation of an Event of Default, all of the power of attorney rights granted by Borrower to Lender hereunder shall be applicable with respect to all Receivables and all CollateralBorrower.

Power of Attorney. Each Borrower hereby irrevocably constitutes and appoints the Lender and its successors and assigns as such Borrower's true and lawful attorney in factattorney, with full power of substitution, at the sole cost and authorizes Lender (a) toexpense of such Borrower but for the sole benefit of the Lender, whether or not there has been upon the occurrence of an Event of Default: (i) demand, collect, receive, xxx, and give releases to any Account Debtor for the monies due Default or which may become due upon or after DEMAND with respect to Obligations payable on DEMAND, to convert the Receivables Collateral into cash, including, without limitation, completing the manufacture or processing of work in process, and the sale (either public or private) of all or any portion or portions of the Inventory and other Collateral; to compromiseenforce collection of the Collateral, prosecuteeither in its own name or in the name of such Borrower, including, without limitation, executing releases, compromising or defend settling with any actionDebtors and prosecuting, claimdefending, case compromising or proceeding releasing any action relating to the ReceivablesCollateral; to receive, including the filing open and dispose 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 such Borrower and to take therefrom any remittances or proceeds of Collateral in which the Lender has a security interest; to notify Post Office authorities to change the address for delivery of mail addressed to such Borrower to such address as the purpose Lender shall designate; to endorse the name of collecting such Borrower in favor of the ReceivablesLender upon any and all checks, drafts, money orders, notes, acceptances or other instruments of the same or different nature; (v) to sign and endorse Borrower’s 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 of title of the same or different nature relating to the Collateral; to sign the name of such Borrower on any checks notice of the Debtors or other forms on verification of payment on the ReceivablesCollateral; (vi) execute and to sign and file or record on behalf of such Borrower any and all instruments, documents, financing statements and the like or other statement in order to perfect or protect the Lender’s interests '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 it shall not be responsible to the Borrowers except for willful misconduct in bad faith. All powers conferred upon the Receivables and Collateral; (vii) debit any Borrower’s deposit accounts maintained with Lender for any and all Obligations due under by this Agreement; and (viii) do all acts and things necessary or expedient, in furtherance of being coupled with an interest, shall be irrevocable so long as any such purposes, and (b) to, upon the occurrence and during the continuance of an Event of Default, sell, assign, transfer, pledge, compromise, or discharge the whole or any part Obligation of the Receivables. Upon Borrowers to the occurrence and continuation of an Event of Default, all of the power of attorney rights granted by Borrower to Lender hereunder shall be applicable with respect to all Receivables and all Collateralremain unpaid.

Power of Attorney. Borrower Each Grantor irrevocably makes, constitutes and appoints Lender the Collateral Agent (and its successors and assigns all officers, employees or agents designated by the Collateral Agent) as such Grantor’s true and lawful attorney in agent and attorney-in-fact, and authorizes Lender in such capacity the Collateral Agent shall have the right, with power of substitution 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) toat any time, whether or not there has been an a Default or Event of Default: 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 (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 subject to the Receivables limitations and to compromise, prosecute, exceptions set forth herein 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; (iiother Loan Document) 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, sell(i) to demand, assigncollect, transferreceive payment of, pledgegive receipt for and give discharges and releases of all or any of the Collateral; (ii) to sign the name of any Grantor on any invoices, compromiseschedules of Collateral, freight or express receipts, or discharge the whole bills of lading storage receipts, warehouse receipts or other documents of title relating to any part of the Receivables. Upon Collateral; (iii) to sign the occurrence name of any Grantor on any notice to such Grantor’s Account Debtors; (iv) to sign the name of any Grantor on any proof of claim in bankruptcy against Account Debtors, and continuation on notices of an Event lien, claims of Defaultmechanic’s liens, all or assignments or releases of mechanic’s liens securing the power Accounts; (v) to sign change of attorney rights granted by Borrower address forms to Lender hereunder change the address to which each Grantor’s mail is to be sent to such address as the Collateral Agent shall be applicable with respect to all Receivables and all Collateral.designate;

Power of Attorney. Borrower Each Entity Loan Party hereby irrevocably constitutes and appoints Lender and its successors and assigns the Bank as such Entity Loan Party’s true and lawful attorney in factattorney, with full power of substitution, at the sole cost and authorizes Lender (a) to, whether or not there has been an Event expense of Default: (i) demand, collect, receive, xxx, and give releases to any Account Debtor the Entity Loan Parties but for the monies due or which may become due upon or with respect to sole benefit of 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) toBank, upon the occurrence and during the continuance of an Event of Default, sellto convert the Collateral into cash, assignincluding, transferwithout limitation, pledgecompleting the manufacture or processing of work in process, compromiseand the sale (either 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 Entity Loan Party and to take therefrom any remittances or proceeds of Collateral in which the Bank has a security interest; to notify Post Office authorities to change the address for delivery of mail addressed to such Entity Loan Party to such address as the Bank shall designate; to endorse the name of such Entity Loan Party in favor of the Bank upon any and all checks, drafts, money orders, notes, acceptances or other instruments of the same or different nature; to sign and endorse the name of such Entity Loan Party on and to receive as secured party any of the Collateral, any invoices, freight or express receipts, or discharge the whole bills of lading, storage receipts, warehouse receipts, or any part other documents of title of the Receivables. Upon same or different nature relating to the occurrence and continuation Collateral; to sign the name of an Event of Default, all such Entity Loan Party on any notice of the power Account Debtors or on verification of attorney rights granted the Collateral; and to sign, if necessary, and file or record on behalf of such Entity Loan Party any financing or other statement in order to perfect or protect the Bank’s security interest. The Bank shall not be obliged to do any of the acts or exercise any of the powers hereinabove authorized, but if the Bank 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 it shall not be responsible to such Entity Loan Party except for its own gross negligence or willful misconduct. All powers conferred upon the Bank by Borrower to Lender hereunder this Agreement, being coupled with an interest, shall be applicable with respect irrevocable so long as any Obligation of such Entity Loan Party or surety to all Receivables and all Collateralthe Bank shall remain unpaid or the Bank is obligated under this Agreement to extend any credit to the Borrower.

Power of Attorney. Borrower The Debtor hereby irrevocably authorizes and appoints Lender and its successors and assigns the Agent, or any Person or agent the Agent may designate, as true and lawful attorney in the Debtor’s attorney-in-fact, at the Debtor’s cost and authorizes Lender (a) toexpense, 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 subject to the Receivables terms of the Loan Agreement regarding the exercise of remedies, to exercise all of the following powers upon and to compromise, prosecute, or defend at 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 time after the occurrence and during the continuance of an Event of Default, sellwhich powers, assignbeing coupled with an interest, transfer, pledgeshall be irrevocable until all of the Obligations owing by the Debtor shall have been paid and satisfied in full: 11 (a) accelerate or extend the time of payment, compromise, issue credits, bring suit or discharge administer and otherwise collect Accounts or proceeds of any Collateral; (b) receive, open and dispose of all mail addressed to the whole Debtor and notify postal authorities to change the address for delivery thereof to such address as the Agent may designate; (c) give customers indebted on Accounts notice of the Agent’s interest therein, or to instruct such customers to make payment directly to the Agent for the Debtor’s account; (d) convey any item of Collateral to any purchaser thereof; (e) give any notices or record any liens under Section 4.3 hereof; and (f) make any payments or take any acts under Section 4.6 hereof. The Agent’s authority under this 5.3 shall include, without limitation, the authority to execute and give receipt for any certificate of ownership or any part document, transfer title to any item of Collateral, sign the Debtor’s name on all financing statements or any other documents deemed necessary or appropriate to preserve, protect or perfect the security interest in the Collateral and to file the same, prepare, file and sign the Debtor’s name on any notice of lien, assignment or satisfaction of lien or similar document in connection with any Account and prepare, file and sign the Debtor’s name on a proof of claim in bankruptcy or similar document against any customer of the ReceivablesDebtor, and to take any other actions arising from or incident to the rights, powers and remedies granted to the Agent in this Agreement. Upon the occurrence and continuation of an Event of Default, all of the This power of attorney rights granted is coupled with an interest and is irrevocable by Borrower to Lender hereunder shall be applicable with respect to all Receivables and all Collateral.the Debtor. 5.4

Power of Attorney. Borrower irrevocably appoints Lender and its successors and assigns as true and lawful attorney in fact, and 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, sell, assign, transfer, pledge, compromise, or discharge the whole or any part of the Receivables. Upon the occurrence and continuation of an Event of Default, Seller hereby irrevocably appoints Bank and each officer of Bank as its attorney-in-fact, with full power of substitution, for, on behalf of, and in the name of Seller, to: (a) endorse and deliver to any Person any notes, checks, drafts, money orders or other instruments of payment coming into Bank’s possession and representing any payment made on or with respect to any Participated Mortgage Loan or otherwise received in connection with any Participated Mortgage Loan (including the proceeds from the sale of any such Participated Mortgage Loan received from a Take-Out Purchaser), and any collateral and any Take-Out Purchase Agreement therefor; (b) prepare, complete, execute, deliver and record, and do anything else necessary or desirable to effect, (i) any endorsement to Bank, any Take-Out Purchaser or any other Person, of any Mortgage Note evidencing a Participated Mortgage Loan, or (ii) any transfer, assignment or conveyance to Bank, any Take-Out Purchaser or any other Person, of any or all right, title and interest in and to any Mortgage Note and the Mortgage Loan Documents related thereto in which Bank has purchased a Participation Interest (including servicing rights); (c) do anything necessary or desirable to effect the sale, transfer, assignment or conveyance, of any or all right, title and interest of Seller and/or Bank in and to any Participated Mortgage Loan and the related Mortgage Loan Documents related thereto to any Take-Out Purchaser or any other Person; (d) commence, prosecute, settle, discontinue, defend, or otherwise dispose of any claim relating to any Take-Out Purchase Agreement or any Participated Mortgage Loan; (e) sign Seller’s name wherever appropriate, as determined by Bank, to effectuate the purposes of this Agreement; and (f) to take any such further action as Bank may deem appropriate, and to act under changed circumstances, the exact nature of which may not be currently foreseen or foreseeable, in order to fully and completely effectuate Bank’s rights under this Agreement. The powers and authorities herein conferred on Bank may be exercised by Bank through any Person who, at the time of the execution of a particular instrument, is an officer of Bank. The limited power of attorney rights conferred by this Section is granted by Borrower for a valuable consideration and is coupled with an interest and, therefore, is irrevocable so long as any duties or obligations to Lender Bank under this Agreement or any other Warehouse Document, or any part thereof, shall remain unpaid or otherwise unsatisfied, and so long as Bank may elect to purchase any Participation Interests hereunder. The limited power of attorney conferred hereunder shall not be applicable with respect affected by any subsequent disability or incapacity of the principal or by the lapse of time. To facilitate processing, Bank may request that Seller execute and deliver a separate, limited power of attorney in such form and content required by Bank, but any failure of Bank to all Receivables request or obtain any such separate power of attorney instrument shall not mitigate or undermine the rights and all Collateralpowers conferred under this Section.

Power of Attorney. Borrower irrevocably appoints Debtor grants to Lender an irrevocable power of attorney coupled with an interest, authorizing and its successors and assigns as true and lawful attorney in fact, and authorizes permitting Lender (aacting through any of its employees, attorneys or agents) to, whether or not there has been at any time after the occurrence of an Event of Default, at its option, but without obligation, with or without notice to Debtor, and at Debtor’s expense, to do any or all of the following, in Debtor’s name or otherwise: (ia) demandExecute on behalf of Debtor any documents that Lender may, collectin its sole and absolute discretion, receivedeem advisable in order to perfect, xxxmaintain or improve Lender’s security interest in the Collateral or other real or personal property intended to constitute Collateral, or in order to exercise a right of Debtor or Lender, or in order to fully consummate all the transactions contemplated under this Agreement, and give releases all other present and future agreements; (b) Execute on behalf of Debtor any document exercising, transferring or assigning any option to purchase, sell or otherwise dispose of or to lease (as lessor or lessee) any real or personal property which is part of Lender’s Collateral or in which Lender has an interest; (c) Execute on behalf of Debtor, any invoices relating to any Account, any draft against any Account debtor and any notice to any Account Debtor for the monies due debtor, any proof of claim in bankruptcy, any Notice of Lien, claim of mechanic’s, materialman’s or which may become due upon or with respect to the Receivables and to compromise, prosecuteother lien, 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 assignment or satisfaction of lien mechanic’s, materialman’s or mechanics’ lien or similar documentother lien; (iiid) notify all Account Debtors with respect to Take control in any manner of any cash or non-cash items of payment or proceeds of Collateral; endorse the Receivables to pay Lender directly; name of Debtor upon any instruments, or documents, evidence of payment or Collateral that may come into Lender’s possession: (ive) To receive and open all mail addressed to Borrower Debtor; and to notify the Post Office authorities to change the address for the purpose delivery of collecting mail addressed to Debtor to such other address as Lender may designate, including, but not limited to, Lender’s own address; Lender shall turn over to Debtor all of such mail not relating to the ReceivablesCollateral; (vf) endorse Borrower’s name on any Endorse all checks or and other forms of payment on remittances received by Lender “Pay to the ReceivablesOrder of LSQ Funding Group LC” or in such other manner as Lender may designate; (vig) 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; (h) Grant extensions of time to pay, compromise claims and settle Accounts and the like for less than face value and execute all releases and other documents in connection therewith; (i) Pay any sums required on behalf account of Borrower Debtor’s taxes or to secure the release of any liens therefor, or both; (j) Settle and adjust, and give releases of, any insurance claim that relates to any of the Collateral and obtain payment therefor; (k) Take any action or pay any sum required of Debtor pursuant to this Agreement and any other present or future agreements. Any and all sums paid and any and all instrumentscosts, documentsexpenses, financing statements liabilities, obligations and attorneys’ fees incurred by Lender with respect to the like foregoing shall be added 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, sell, assign, transfer, pledge, compromise, or discharge the whole or any become part of the Receivables. Upon Obligations, shall be payable on demand, and shall bear interest at a rate equal to the occurrence and continuation of an Event of Default, all highest interest rate applicable to any of the Obligations. In no event shall Lender’s rights under the foregoing power of attorney or any of Lender’s other rights granted by Borrower under this Agreement be deemed to indicate that Lender hereunder shall be applicable with respect to all Receivables and all Collateralis in control of the business, management or properties of Debtor.

Power of Attorney. Borrower irrevocably Each Loan Party hereby appoints Lender the Agent and its successors and assigns the Agent’s designee as true and lawful attorney in fact, and authorizes Lender such Loan Party’s attorney: (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 endorse such claims in any bankruptcy case, all in Lender’s name or Borrower’s name, as Lender may choose; (ii) prepare, file and sign BorrowerLoan Party’s name on any noticechecks, claimnotes, assignmentacceptances, demandmoney orders, 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 or security that come into the ReceivablesAgent’s or any Lender’s possession; (vib) execute to sign such Loan Party’s name on behalf any invoice, xxxx of Borrower lading, warehouse receipt or other document of title relating to any and all instrumentsCollateral, documentson 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; (c) to ask, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts for moneys, due or to become due under or with respect to any of the like to perfect Lender’s interests in the Receivables and Collateral; (viid) debit so long as any BorrowerEvent of Default has occurred and is continuing, to notify the post office authorities to change the address for delivery of such Loan Party’s deposit accounts maintained mail to an address designated by the Agent and to receive, open and dispose of all mail addressed to such Loan Party; (e) to send requests for verification of Accounts to customers or Account Debtors; (f) to complete in such Loan Party’s name or the Agent’s name, any order, sale or transaction, obtain the necessary Documents in connection therewith, and collect the proceeds thereof; (g) to clear Inventory, the purchase of which was financed with Lender Letters of Credit, through customs in such Loan Party’s name, the Agent’s name or the name of the Agent’s designee, and to sign and deliver to customs officials powers of attorney in such Loan Party’s name for any and all Obligations due under this Agreementsuch purpose; and (viiih) to do all things reasonably necessary to carry out this Agreement. Each Loan Party ratifies and approves 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, sell, assign, transfer, pledge, compromise, or discharge the whole or any part attorney. None of the ReceivablesLenders or the Agent nor their attorneys will be liable for any acts or omissions or for any error of judgment or mistake of fact or law. Upon This power, being coupled with an interest, is irrevocable until this Agreement has been terminated and the occurrence and continuation of an Event of Default, all of the power of attorney rights granted by Borrower to Lender hereunder shall be applicable with respect to all Receivables and all CollateralObligations have been fully satisfied.

Power of Attorney. Borrower irrevocably The Debtor hereby makes, constitutes and appoints the Lender and its successors and assigns as the true and lawful attorney in factagent and attorney-in-fact of the Debtor, and authorizes Lender with full power of substitution, (a) to, whether or not there has been an Event of Default: (i) demand, collect, to receive, xxxopen and dispose of all mail addressed to the Debtor relating to the Pledged Notes Receivable or the Pledged Contracts related thereto; (b) to open all such mail and remove therefrom any notes, checks, acceptances, drafts, money orders or other instruments constituting Collateral, with full power to endorse the name of the Debtor upon any such notes, checks, acceptances, drafts, money orders, instruments or other documents, and give releases to effect the deposit and collection thereof (in accordance with the procedures established therefor in the Agency Agreement), and the Lender shall have the further right and power to endorse the name of the Debtor on any Account documents relating to the Collateral; (c) to execute on behalf of the Debtor for assignments, notices of assignment, financing statements and other public records and notices in respect of the monies due Pledged Notes Receivable or which may become due upon the Pledged Contracts related thereto; (d) to notify Makers of Pledged Notes Receivable to make all payments thereunder directly to the Lender at an address to be designated by the Lender and to execute and send other notices to Makers of such Pledged Notes Receivable or the Pledged Contracts related thereto; and (e) to do any and all things necessary or take action in the name and on behalf of the Debtor to carry out the intent of this Agreement, including, without limitation, the grant of the security interest provided herein and to perfect and protect the security interest granted to the Lender with respect to the Receivables Collateral and to compromisethe Lender's rights created under this Agreement. The Debtor agrees that neither the Lender nor any of its agents, prosecutedesignees or attorneys-in-fact will be liable for any acts of commission or omission, or defend for any action, claim, case error of judgment or proceeding relating to the Receivables, including the filing mistake of a claim fact 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 law 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, sell, assign, transfer, pledge, compromise, or discharge the whole or any part of the Receivables. Upon the occurrence and continuation of an Event of Default, all exercise of the power of attorney rights granted by Borrower to Lender hereunder under this Section 10.8 except for its own gross negligence or willful misconduct. The power of attorney granted under this Section 10.8 is coupled with an interest and shall be applicable with respect to all Receivables and all Collateralirrevocable during the term of this Agreement.

Power of Attorney. Agent shall have the right to receive, endorse, assign and/or deliver in the name of Agent or any Borrower irrevocably appoints Lender any and its successors all checks, drafts and assigns as true and lawful attorney in factother instruments for the payment of money relating to the Accounts, and authorizes Lender (a) toeach Borrower hereby waives notice of presentment, whether protest and non-payment of any instrument so endorsed. Each Borrower hereby constitutes Agent or not there has been an Event of Default: Agent’s designee as such Borrower’s attorney with power (i) demand, collect, receive, xxx, and give releases at any time: (A) 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 endorse such claims in any bankruptcy case, all in LenderBorrower’s name upon any notes, acceptances, checks, drafts, money orders or Borrower’s name, as Lender may chooseother evidences of payment or Collateral; (iiB) prepare, file and to sign such Borrower’s name on any noticeinvoice or xxxx of lading relating to any of the Accounts, claimdrafts against Customers, assignmentand assignments of Accounts; (C) to send verifications of Accounts to any Customer; (D) to sign such Borrower’s name on any other documents or instruments deemed necessary or appropriate by Agent to preserve, demand, draftprotect, or notice of or satisfaction of lien or mechanics’ lien or similar documentperfect Agent’s interest in the Collateral and to file same; and (iiiE) notify all Account Debtors with respect to the Receivables to pay Lender directly; (iv) receive and open all mail addressed to any Borrower for in connection with the purpose administration of collecting any lockbox or similar services; and (ii) at any time following the Receivablesoccurrence and during the continuance of a Default or Event of Default: (A) to demand payment of the Accounts; (vB) endorse to enforce payment of the Accounts by legal proceedings or otherwise; (C) to exercise all of such Borrower’s rights and remedies with respect to the collection of the Accounts and any other Collateral; (D) to settle, adjust, compromise, extend or renew the Accounts; (E) to settle, adjust or compromise any legal proceedings brought to collect Accounts; (F) to prepare, file and sign such Borrower’s name on a proof of claim in bankruptcy or similar document against any Customer; (G) to prepare, file and sign such Borrower’s name on any checks notice of Lien, assignment or other forms satisfaction of payment on Lien or similar document in connection with 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 AgreementAccounts; and (viiiH) to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or expedient, in furtherance of any such purposesdesignee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (bnot mere) to, upon negligence or willful misconduct (as determined by a court of competent jurisdiction in a final non-appealable judgment); this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Agent shall have the right at any time following the occurrence and during the continuance of an Event of Default or Default, sellto change the address for delivery of mail addressed to any Borrower to such address as Agent may designate and to receive, assignopen and dispose of all mail addressed to any Borrower. Any and all sums paid, transferand any and all costs, pledgeexpenses, compromiseliabilities, or discharge obligations and reasonable attorneys’ fees incurred, by Agent with respect to the whole or any foregoing shall be added to and become part of the Receivables. Upon Obligations, shall be payable on demand, and shall bear interest at a rate equal to the occurrence and continuation of an Event of Default, all highest interest rate applicable to any of the Obligations at such time. Each Loan Party agrees that Agent’s rights under the foregoing power of attorney and/or any of Agent’s other rights granted by Borrower under this Agreement or the other Loan Documents shall not be construed to Lender hereunder shall be applicable with respect to all Receivables and all Collateralindicate that Agent is in control of the business, management or properties of such Loan Party.

Power of Attorney. Borrower In order to carry out this Agreement and avoid unnecessary notification to Customers, CLIENT irrevocably appoints Lender and PURCHASER, or any person designated by PURCHASER, its successors and assigns as true and lawful special attorney in fact, or agent, with power of substitution, and authorizes Lender with power to: (a) tostrike out CLIENT’S address on all invoices, whether accounts, etc. mailed to Customers and insert PURCHASER’S address; (b) receive and open all mail addressed to CLIENT or not there has been to CLIENT’S fictitious trade name via PURCHASER’S address, provided that PURCHASER provides copies of such mail to CLIENT; (c) endorse the name of CLIENT or CLIENT’S fictitious trade name on any checks or other evidences of payment that may come into the possession of PURCHASER on Accounts purchased by PURCHASER or pursuant to an Event of Default: Default and on any other documents relating to any of the Accounts or to Collateral; (id) upon the happening and continuance of an Event of Default in CLIENT’S name, or otherwise, demand, xxx for, collect, receive, xxx, and give releases to for any Account Debtor for the and all monies due or which may to become due on Accounts; (e) upon or with respect to the Receivables happening and to continuance of an Event of Default , compromise, prosecute, or defend any action, claim, case claim or proceeding relating as 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 choosesaid Accounts; (iif) prepare, file and sign Borrower’s name on any notice, claim, assignment, demand, draft, or notice upon the happening of or satisfaction an Event of lien or mechanics’ lien or similar documentDefault notify the Post Office authorities to change the address for delivery of mail addressed to CLIENT to such address as PURCHASER may designate; (iiig) notify all Account Debtors upon the happening and continuance of an Event of Default , sell in whole or in part for cash, credit or property to others or to itself at any public or private sale with respect to or otherwise deal with any of the Receivables to pay Lender directlyCollateral as fully and completely as if PURCHASER were the absolute owner thereof; (ivh) 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 happening and during the continuance of an Event of Default, sell, assign, transfer, pledge, compromise, or discharge the whole or from time to time offer a trade discount to CLIENT’S Customers; (i) do any part of the Receivables. Upon the occurrence and continuation of an Event of Default, all of the power of attorney rights granted by Borrower to Lender hereunder shall be applicable with respect to all Receivables and all Collateralthings necessary and proper to carry out the purpose intended by this Agreement. The authority granted PURCHASER shall remain in full force and effect until all assigned and purchased Accounts are paid in full and any obligations of CLIENT to PURCHASER is discharged.

Power of Attorney. Each Borrower irrevocably appoints Lender hereby reaffirms its irrevocable appointment of the Administrative Agent, as its agent and its successors and assigns as true and lawful attorney in attorney-in-fact, with power of substitution, having full power and authorizes Lender 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) to, whether or not there has been upon an Event of Default: , notify Account Debtors obligated on any of the 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) demandupon an Event of Default, 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 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 purpose delivery of collecting mail to any Borrower to such address as the ReceivablesAdministrative Agent may designate; it being understood that the rights granted to the Administrative Agent in this clause (v) endorse Borrower’s name on any checks or other forms of payment i), which are operative 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, sell, assign, transfer, pledge, compromise, shall not in any way limit or discharge impair the whole other rights provided to the Administrative Agent or Lenders in this Agreement or any part of the Receivables. Upon the occurrence and continuation of an Event of Defaultother Loan Document, all of the power of attorney including their rights granted by Borrower to Lender hereunder shall be applicable with respect to all Receivables the Collateral Account and all Collateral.the below-referenced

Power of Attorney. Borrower hereby irrevocably makes, constitutes and appoints Lender (and its successors and assigns any person designated by Lender) as Borrower's true and lawful attorney attorney-in-fact with power to sign the name of Borrower on any of the above described documents or on any other similar documents to be executed, recorded or filed in factorder to perfect or continue perfected Lender's continuing security interest in the Collateral. In addition, Borrower hereby appoints Lender (and authorizes Lender any person designated by Lender) as Borrower's attorney-in-fact with power to: (a) tosign Borrower's name on verifications of Accounts and other Collateral and on notices to Account debtors; (b) send requests for verification of Accounts and other Collateral; (c) endorse Borrower's name on any checks, whether notes, acceptances, money orders, drafts or not there has been other forms of payment or security that may come into Lender's possession; (d) during the existence of an Event of Default: (i) demand, collectnotify the post office authorities to change the address for delivery of Borrower's mail to an address designated by Lender, 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 Borrower, and to retain all mail relating to the purpose of collecting the Receivables; (v) endorse Collateral and forward all other mail to 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 (viiie) do all acts and things necessary or expedient, in furtherance of any such purposes, and (b) to, upon the occurrence and during the continuance existence of an Event of Default, sellmake, assignsettle and adjust all claims under Borrower's policies of insurance, transferendorse the name of Borrower on any check, pledgedraft, compromiseinstrument or other item of payment for the proceeds of such policies of insurance and make all determinations and decisions with respect to such policies of insurance. The appointment of Lender as Borrower's attorney-in-fact and each and every one of Lender's rights and powers, or discharge the whole or being coupled with an interest, is irrevocable so long as any part of the Receivables. Upon the occurrence Accounts in which Lender has a continuing security interest remain unpaid and continuation of an Event of Default, until all of the power of attorney rights granted by Borrower to Lender hereunder shall be applicable with respect to all Receivables Obligations have been fully, indefeasibly repaid and all Collateralperformed.

Power of Attorney. Borrower irrevocably appoints Lender and its successors and assigns as true and lawful attorney in fact, and 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 nameGrantor, as Lender may choose; (ii) prepareto itself, 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 hereby appoints 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 Collateral Agent and the like to perfect LenderCollateral Agent’s interests in the Receivables and Collateral; (vii) debit any Borrowerdesignee as Grantor’s deposit accounts maintained attorney, 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, power upon the occurrence and during the continuance of an Event of Default: (a) to endorse Grantor’s name on any checks, sellnotes, assignacceptances, transfer, pledge, compromisemoney orders, or discharge other forms of payment or security relating to any Collateral that come into the whole Collateral Agent’s or any part other Secured Parties’ possession; (b) to sign Grantor’s name on any invoice, xxxx 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; (c) to send requests for verification of Accounts to customers or Account Debtors, in each case relating to any Collateral; (d) to clear Inventory relating to any Collateral through customs in Grantor’s name, the Collateral Agent’s name, or the name of the Receivables. Upon Collateral Agent’s designee, and to sign and deliver to customs officials powers of attorney in Grantor’s name for such purpose; and (e) to do all things the occurrence and continuation of an Event of Default, all Collateral Agent reasonably determines are necessary to carry out the security interest provisions of the power Indenture and the provisions of attorney rights granted this Agreement. 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 their attorneys, employees or Affiliates will be liable for any acts or omissions or for any error of judgment or mistake of fact or law other than any such liability arising from any such Person’s gross negligence or willful misconduct, as finally determined by Borrower to Lender hereunder shall be applicable with respect to all Receivables and all Collaterala court of competent jurisdiction.

Power of Attorney. Borrower irrevocably appoints Lender and its successors and assigns as true and lawful attorney in fact, and authorizes Lender (a) to, whether or not there has been an Event In addition to all 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 powers ----------------- granted to the Receivables and to compromise, prosecute, or defend any action, claim, case or proceeding relating Trustee pursuant to the ReceivablesIndenture and the other Operative Documents, including the filing Pledgor hereby appoints and constitutes the Trustee as the Pledgor's attorney-in-fact (with full power 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; (iisubstitution) 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 exercise to the Receivables to pay Lender directly; (iv) receive fullest extent permitted by law all of the following powers upon and open all mail addressed to Borrower for the purpose of collecting the Receivables; (v) endorse Borrower’s name on at 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 time after the occurrence and during the continuance of an Event of Default: (i) collection of proceeds of any Pledged Collateral; (ii) conveyance of any item of Pledged Collateral to any purchaser thereof; (iii) giving of any notices or recording of any Liens under Section 6 hereof; (iv) making of any payments or taking any acts under Section 9 hereof and (v) paying or discharging taxes or Liens levied or placed upon the Pledged Collateral, sell, assign, transfer, pledge, compromise, the legality or validity thereof and the amounts necessary to discharge the whole or any same to be determined by the Trustee in its sole discretion, and such payments made by the Trustee to become part of the Receivables. Upon the occurrence and continuation of an Event of Default, all Obligations of the Pledgor to the Trustee, due and payable immediately upon demand. The Trustee's authority hereunder 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 any item of Pledged Collateral, sign the Pledgor's name on all financing statements (to the extent permitted by applicable 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, to take any other actions arising from or incident to the powers granted to the Trustee in this Note Pledge Agreement. This power of attorney rights granted is coupled with an interest and is irrevocable by Borrower to Lender hereunder shall be applicable with respect to all Receivables and all Collateralthe Pledgor.

Power of Attorney. Borrower Each Grantor irrevocably makes, constitutes and appoints Lender the Collateral Agent (and its successors and assigns all officers, employees or agents designated by the Collateral Agent) as such Grantor’s true and lawful attorney in agent and attorney-in-fact, and authorizes Lender in such capacity the Collateral Agent shall have the right, with power of substitution 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) toat any time, whether or not there has been an a Default or Event of Default: 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) demand, collect, receive, xxx, and give releases to any Account Debtor for take actions required to be taken by 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 Grantors under SECTION 5.01 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 (viiiii) do to receive, endorse, assign and/or deliver any and all acts and things necessary notes, acceptances, checks, drafts, money orders or expedient, in furtherance other evidences of payment relating to the Collateral or any such purposespart thereof, and (bc) to, upon the occurrence and during the continuance of an Event of DefaultDefault or as otherwise permitted under the Credit Agreement, (i) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (ii) 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 Grantor’s Account Debtors; (iv) to sign the name of any Grantor on any proof of claim in bankruptcy against Account Debtors, and on notices 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 to which each Grantor’s mail 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 obtain control over the Documents, and (xiii) to use, sell, assign, transfer, pledge, compromise, or discharge the whole or make any part of the Receivables. Upon the occurrence and continuation of an Event of Default, all of the power of attorney rights granted by Borrower to Lender hereunder shall be applicable agreement with respect to or otherwise deal with all Receivables or any of the Collateral, and to do all Collateralother acts and things reasonably necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent was the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent or any other Credit Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent or any other Credit Party, or to 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 of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable.

Power of Attorney. Borrower hereby irrevocably constitutes and appoints the Lender and its successors and assigns as Borrower’s true and lawful attorney in factattorney, with full power of substitution, at the sole cost and authorizes Lender (a) toexpense of Borrower but for the sole benefit of the Lender, whether or not there has been upon the occurrence of an Event of Default: (i) demand, collect, receive, xxx, and give releases to any Account Debtor for the monies due Default or which may become due upon or after DEMAND with respect to Obligations payable on DEMAND, to the Receivables limited extent necessary convert the Collateral into cash, including, without limitation, completing the manufacture or processing of work in process, and the sale (either public or private) of all or any portion or portions of the inventory and other Collateral; to compromiseenforce collection of the Collateral, prosecuteeither in its own name or in the name of Borrower, including, without limitation, executing releases or defend waivers, compromising or settling with any actionDebtors and prosecuting, claimdefending, case compromising or proceeding releasing any action relating to the ReceivablesCollateral; to receive, including the filing open and dispose 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 and to take therefrom any remittances or proceeds of Collateral in which the Lender has a security interest; to notify Post Office authorities to change the address for delivery of mail addressed to Borrower to such address as the purpose Lender shall designate; to endorse the name of collecting Borrower in favor of the ReceivablesLender upon any and all checks, drafts, money orders, notes, acceptances or other instruments of the same or different nature; (v) to sign and endorse Borrower’s the name of 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 of title of the same or different nature relating to the Collateral; to sign the name of Borrower on any checks notice of the Debtors or other forms on verification of payment on the ReceivablesCollateral; (vi) execute and to sign, if necessary, and file or record on behalf of Borrower any and all instruments, documents, financing statements and the like or other statement in order to perfect or protect the Lender’s interests in security interest. The Lender shall not be obliged to do any of the Receivables 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 Collateral; (vii) debit it shall not be responsible to Borrower except for its own gross negligence or willful misconduct. All powers conferred upon the Lender by this Agreement, being coupled with an interest, shall be irrevocable so long as any Borrower’s deposit accounts maintained with Obligation of Borrower or any guarantor or surety to the Lender for any and all Obligations due shall remain unpaid or the Lender is obligated under this Agreement; and (viii) do all acts and things necessary or expedient, in furtherance of Agreement to extend any such purposes, and (b) to, upon the occurrence and during the continuance of an Event of Default, sell, assign, transfer, pledge, compromise, or discharge the whole or any part of the Receivables. Upon the occurrence and continuation of an Event of Default, all of the power of attorney rights granted by Borrower credit to Lender hereunder shall be applicable with respect to all Receivables and all CollateralBorrower.

Power of Attorney. Borrower irrevocably appoints Lender and its successors and assigns as true and lawful attorney in fact, and 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 In addition to the Receivables and to compromise, prosecute, or defend any action, claim, case or proceeding relating authorizations granted to the Receivables, including the filing Agent under Section 9.13 or under any other provision of a claim this Agreement 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 purposesother Loan Document, and (b) to, upon the occurrence and during the continuance of an Event of Default, sellthe Borrower hereby irrevocably designates, assignmakes, transferconstitutes and appoints the Agent (and all Persons designated by the Agent from time to time) as the Borrower's true and lawful attorney, pledgeand agent in fact, and the Agent, or any agent of the Agent, may, without notice to the Borrower, and at such time or times as the Agent or any such agent in its sole discretion may determine, in the name of the Borrower, the Agent or the Lenders, (i) demand payment of the Receivables, (ii) enforce payment of the Receivables by legal proceedings or otherwise, (iii) exercise all of the Borrower's rights and remedies with respect to the collection of Receivables, (iv) settle, adjust, compromise, extend or discharge the whole renew any or any part all of the Receivables. Upon , (v) settle adjust or compromise any legal proceedings brought to collect the occurrence Receivables, (vi) discharge and continuation release the Receivables, or any of an Event of Defaultthem, all (vii) prepare, file and sign the name of the power Borrower on any proof of attorney rights granted by claim in bankruptcy or any similar document against any Account Debtor, (viii) prepare, file and sign the name of the Borrower on any notice of Lien, assignment or satisfaction of Lien, or similar document in connection with any of the Collateral, (ix) endorse the name of the Borrower 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, (x) use the stationery of the Borrower and sign the name of the Borrower to Lender hereunder shall be applicable with respect to all verifications of the Receivables and all Collateralon any notice to the Account Debtors, (xi) open the Borrower's mail, (xii) notify the post office authorities to change the address for delivery of the Borrower's mail to an address designated by the Agent, and (xiii) 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 which the Borrower has access.

Power of Attorney. The Borrower hereby irrevocably constitutes and appoints Lender and its successors and assigns the Agent as the Borrower’s true and lawful attorney in factattorney, with full power of substitution, at the sole cost and authorizes Lender (a) to, whether or not there has been an Event expense of Default: (i) demand, collect, receive, xxx, and give releases to any Account Debtor the Borrower but for the monies due or which may become due upon or with respect to sole benefit of 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 Agent 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) toLenders, upon the occurrence and during the continuance of an Event of Default, sellto convert the Collateral into cash, assignincluding, transferwithout limitation, pledgecompleting the manufacture or processing of work in process, compromise, and the sale (either public or discharge the whole private) of all or any part portion or portions of the Receivables. Upon the occurrence inventory and continuation of an Event of Default, other Collateral; to use pursuant to a royalty free license all of the power Borrower’s intellectual property; to enforce collection of attorney rights granted by 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 Account Debtors and prosecuting, defending, compromising or releasing any action relating to the Collateral; to receive, open and dispose of all mail addressed to the Borrower and to take therefrom any remittances or proceeds of Collateral in which the Agent has a security interest; to notify Post Office authorities to change the address for delivery of mail addressed to the Borrower to Lender hereunder such address as the Agent shall designate; to endorse the name of the Borrower in favor of the Agent upon any and all checks, drafts, money orders, notes, acceptances or other instruments of the same or different nature; to sign and endorse the name of 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 of title of the same or different nature relating to the Collateral; to sign the name of the Borrower on any notice of the Account Debtors or on verification of the Collateral; and to sign, if necessary, and file or record on behalf of the Borrower any financing or other statement in order to perfect or protect the Agent’s security interest. The Agent shall not be obliged to do any of the acts or exercise any of the powers hereinabove authorized, but if the Agent 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 it shall not be responsible to the Borrower except for its own gross negligence or willful misconduct. All powers conferred upon the Agent by this Agreement, being coupled with an interest, shall be applicable with respect irrevocable so long as any Obligation of the Borrower or surety to all Receivables and all Collateralthe Agent shall remain unpaid or the Agent is obligated under this Agreement to extend any credit to the Borrower.

Power of Attorney. Borrower irrevocably appoints Lender and its successors and assigns as true and lawful attorney in fact, and 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 Upon the occurrence and during the continuance of an any Event of Default, sellwithout limiting Silicon’s other rights and remedies, assignBorrower grants to Silicon an irrevocable power of attorney coupled with an interest, transferauthorizing and permitting Silicon (acting through any of its employees, pledgeattorneys or agents) at any time, compromiseat its option, but without obligation, with or without notice to Borrower, and at Borrower’s expense, to do any or all of 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 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; (b) Execute on behalf of Borrower, any invoices relating to any Account, any draft against any Account Debtor and any notice to any Account Debtor, any proof of claim in bankruptcy, any Notice of Lien, claim of mechanic’s, materialman’s or other 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 Collateral; endorse the name of Borrower upon any instruments, or documents, 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 whole 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 account of Borrower’s taxes or to secure the release of any liens therefor, or both; (h) Settle and adjust, and give releases of, any insurance claim that relates to any of the Collateral and obtain payment therefor; (i) Instruct any third party having custody or control of any books or records belonging to, or relating to, Borrower to give Silicon the same rights of access and other rights with respect thereto as Silicon has under this Agreement; and (j) Take any action or pay any sum required of Borrower 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 Receivables. Upon Obligations, shall be payable on demand, and shall bear interest at a rate equal to the occurrence and continuation of an Event of Default, all 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 granted by Borrower under this Agreement be deemed to Lender hereunder shall be applicable with respect to all Receivables indicate that Silicon is in control of the business, management or properties of Borrower. Silicon Valley Bank Loan and all Collateral.Security Agreement

Power of Attorney. Borrower irrevocably appoints Lender and its successors and assigns as true and lawful attorney in fact, and 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 nameGrantor, as Lender may choose; (ii) prepareto itself, 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 hereby appoints 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 Collateral Agent and the like to perfect LenderCollateral Agent’s interests in the Receivables and Collateral; (vii) debit any Borrowerdesignee as Grantor’s deposit accounts maintained attorney, 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, power upon the occurrence and during the continuance of an Event of Default: (a) to endorse Grantor’s name on any checks, sellnotes, assignacceptances, transfer, pledge, compromisemoney orders, or discharge other forms of payment or security relating to any Collateral that come into the whole Collateral Agent’s or any part other Secured Parties’ possession; (b) to sign Grantor’s name on any invoice, bxxx 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; (c) to send requests for verification of Accounts to customers or Account Debtors, in each case relating to any Collateral; (d) to clear Inventory relating to any Collateral through customs in Grantor’s name, the Collateral Agent’s name, or the name of the Receivables. Upon Collateral Agent’s designee, and to sign and deliver to customs officials powers of attorney in Grantor’s name for such purpose; and (e) to do all things the occurrence and continuation of an Event of Default, all Collateral Agent reasonably determines are necessary to carry out the security interest provisions of the power Indenture and the provisions of attorney rights granted this Agreement. 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 their attorneys, employees or Affiliates will be liable for any acts or omissions or for any error of judgment or mistake of fact or law other than any such liability arising from any such Person’s gross negligence or willful misconduct, as finally determined by Borrower to Lender hereunder shall be applicable with respect to all Receivables and all Collaterala court of competent jurisdiction.

Power of Attorney. The Borrower irrevocably hereby appoints Lender the Agent and its successors and assigns the Agent’s designee as true and lawful attorney in factthe Borrower’s attorney, and authorizes Lender with power: (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 endorse 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 noticechecks, claimnotes, assignmentacceptances, demand, draftmoney orders, or notice other forms of payment or satisfaction of lien security that come into the Agent’s or mechanics’ lien or similar documentany Lender’s possession; (iiib) notify all Account Debtors with respect to sign 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 invoice, xxxx of lading, warehouse receipt or other forms document of payment title relating to any Collateral, on the Receivablesdrafts against customers, on assignments of Accounts, on notices of assignment and other public records; (vic) execute to sign the Borrower’s name on behalf of Borrower any and all instruments, documents, financing statements and the like as may be reasonably deemed necessary or desirable by Agent or any Lender in order to perfect Lenderor maintain perfected the Agent’s interests Liens on any Collateral 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; (d) to notify the post office authorities to change the address for delivery of the Borrower’s mail to an address designated by the Agent and to receive, open and dispose of all mail addressed to the Borrower; (e) to send requests for verification of Accounts to customers or Account Debtors; (f) to clear Inventory, through customs in the Receivables and Collateral; (vii) debit any Borrower’s deposit accounts maintained with Lender name, the Agent’s name or the name of the Agent’s designee, and to sign and deliver to customs officials powers of attorney in the Borrower’s name for any such purpose; and (g) to do all Obligations due under things necessary to carry out this Agreement; and (viii) do all acts and things necessary or expedientprovided, in furtherance of any such purposeshowever, and (b) to, upon the occurrence and during the continuance of an Event of Default, sell, assign, transfer, pledge, compromise, or discharge the whole or any part of the Receivables. Upon the occurrence and continuation of an Event of Default, all of that the power of attorney rights granted by Borrower to Lender hereunder under the preceding clauses (a), (b), (d), (f) and (g) shall only be exercisable while an Event of Default exists and shall be applicable subject to the Intercreditor Agreement. The Borrower ratifies and approves all acts of such attorney. None of the Lenders or the Agent nor their attorneys will be liable for any acts or omissions or for any error of judgment or mistake of fact or law unless the result of its own bad faith, gross negligence or willful misconduct. This power, being coupled with respect to all Receivables an interest, is irrevocable until this Agreement has been terminated and all Collateralthe Obligations have been fully satisfied.

Power of Attorney. Borrower irrevocably Seller hereby appoints Lender Purchaser and its successors and assigns designees as Seller's true and lawful attorney in fact, to exercise in Purchaser's discretion, and authorizes Lender (a) to, regardless of whether or not there has been an Event of DefaultDefault is then existing, all of the following powers, such powers being coupled with an interest: (iA) to notify all Account Debtors with respect to the Purchased Accounts to make payment directly to Purchaser; (B) to receive, 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, sue and give releases to any Account Debtor for the monies due or which may become due upon on or in connection with respect to the Receivables and Purchased Accounts; (D) to compromise, prosecute, or defend any action, claim, case case, or proceeding relating to the ReceivablesPurchased Accounts, including the filing of a claim or the voting of such claims in any bankruptcy case, all in Lender’s Purchaser's name or Borrower’s Seller's name, as Lender Purchaser may chooseelect; (iiE) prepareto sell, file and sign Borrower’s name on any noticeassign, claimtransfer, assignmentpledge, demand, draftcompromise, or notice of or satisfaction of lien or mechanics’ lien or similar documentdischarge any Purchased Accounts; (iiiF) notify all Account Debtors with respect to the Receivables to pay Lender directly; (iv) receive receive, open, redirect and open dispose of all mail addressed to Borrower Seller for the purpose of collecting the ReceivablesPurchased Accounts and to take all the actions permitted in subsection (B) above with respect to any payments in any such mail; (vG) endorse Borrower’s to execute in the name on any checks or other forms of payment on the Receivables; (vi) execute on behalf Seller and file against Seller in favor of Borrower any and all instruments, documents, Purchaser such financing statements and the like other agreements as Purchaser deems necessary to evidence or perfect Lender’s interests its security interest in the Receivables Purchased Accounts and the other Collateral; (vii) debit any Borrower’s deposit accounts maintained with Lender for any and all Obligations due under this Agreement; and (viiiH) to 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, sell, assign, transfer, pledge, compromise, or discharge the whole or any part of the Receivables. Upon the occurrence and continuation of an Event of Default, all of the power of attorney rights granted by Borrower Seller to Lender Purchaser hereunder shall be applicable with respect to all Receivables and all Collateral.

Power of Attorney. Borrower irrevocably Seller makes, constitutes and appoints Lender and its successors and assigns Allied ------------------- as Seller's true and lawful attorney in fact, attorney-in-fact with power of substitution and authorizes Lender (a) with power and authority to, whether or not there has been an Event of Default: (i) demandendorse the name of Seller or of any of its officers or agents upon any notes, collectchecks, receivedrafts, 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, prosecutemoney orders, or defend any action, claim, case or proceeding relating to the Receivables, including the filing other instruments 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 choosepayment; (ii) preparesign and endorse the name of Seller or any of its agents upon any invoice, file freight or express xxxx, xxxx of lading, storage or warehouse receipt, drafts against Account Debtors, assignments, verifications, demands under letters of credit and sign Borrower’s name on notices in connection with Accounts acquired by Allied or which are Collateral under this Agreement, and any notice, claim, assignment, demand, draft, instrument or notice of document relating thereto or satisfaction of lien or mechanics’ lien or similar documentto Seller's rights therein; (iii) notify all execute any agreement compromising and settling any Dispute or collection of any Account Debtors with respect owned by Allied or owned by Seller, if Seller is in default hereunder, on terms and conditions acceptable to the Receivables to pay Lender directlyAllied in its sole discretion; (iv) receive and open all mail addressed bring suit in the name of Seller or Allied to Borrower for the purpose of collecting the Receivablescollect any Account; (v) endorse Borrower’s name on amend the terms of any checks Account owned by Allied or other forms of payment on the Receivablesowned by Seller, if Seller is in default hereunder; (vi) execute on behalf of Borrower any and all instruments, documents, financing statements and the like (including amendments) to perfect Lender’s interests in the Receivables and CollateralAllied's Security Interest granted by this Agreement; (vii) debit any Borrower’s deposit accounts maintained with Lender for any execute and file in the name of Seller or Allied, or both, mechanics' liens and all Obligations due related notices and claims under this Agreementany payment bond, in connection with goods or services sold by Seller for the improvement of realty; (viii) notify any Account Debtor obligated with respect to any Account purchased by Allied that the underlying Account has been assigned to Allied by Seller and 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 to effect such change or changes of address that all mail addressed to Seller may be delivered directly to Allied. Seller's attorney-in-fact is hereby granted full power to do all necessary things to accomplish the above as fully and effectively as could Seller; and (viiixi) do all acts exercise reclamation rights of Seller and things necessary or expedient, to file a claim in furtherance of any such purposes, and (b) to, upon the occurrence and during the continuance a bankruptcy proceeding of an Event of Default, sell, assign, transfer, pledge, compromise, Account Debtor (which Seller requests Allied to do). Seller ratifies all that the attorney-in-fact shall lawfully do or discharge the whole or any part of the Receivablescause to be done by virtue hereof. Upon the occurrence and continuation of an Event of Default, all of the The power of attorney rights granted by Borrower to Lender hereunder shall be applicable with respect to all Receivables irrevocable for the Term of this Agreement and all Collateraltransactions hereunder.

Power of Attorney. Borrower irrevocably appoints Lender and its successors and assigns as true and lawful attorney in fact, and 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 Upon the occurrence and during the ------------------- continuance of any Event of Default or (b) ten (10) days following any request by Lender that Borrower take any or all of the following actions, unless Lender's rights would be materially impaired by virtue of Borrower's failure to take any or all of such actions during such 10-day period, in which case the provisions of this Section 3.6 shall become automatically effective, each of the officers of Lender is hereby irrevocably made, constituted and appointed the true and lawful attorney for Borrower (without requiring any of them to act as such) with full power of substitution to do the following: (x) endorse the name of Borrower upon any and all checks, drafts, money orders, and other instruments for the payment of money that are payable to Borrower and constitute collections on Borrower's Accounts; (y) execute in the name of Borrower any financing statements, schedules, assignments, instruments, documents, and statements that Lender may deem necessary or desirable to enforce any Account or other Collateral or perfect Lender's security interest or lien in any Collateral; and (z) do such other and further acts and deeds in the name of Borrower that Lender may deem necessary or desirable to enforce any Account or other Collateral or perfect Lender's security interest or lien in any Collateral. In addition, if Borrower breaches its obligation to direct payments of the proceeds of the Collateral to the Lockbox Account, Lender, as the irrevocably made, constituted and appointed true and lawful attorney for Borrower pursuant to this paragraph, may, by the signature or other act of any of Lender's officers (without requiring any of them to do so), direct any federal, state or fiscal intermediary. or, during an Event of Default, sellany private payor as well, assign, transfer, pledge, compromise, or discharge the whole or any part to pay proceeds of the Receivables. Upon Collateral to Borrower by directing payment to the occurrence and continuation of an Event of Default, all of the power of attorney rights granted by Borrower to Lender hereunder shall be applicable with respect to all Receivables and all CollateralLockbox Account.

Power of Attorney. (a) The Borrower hereby irrevocably constitutes and appoints the Lender and any officer or agent thereof, with full power of substitution, as its successors and assigns as true and lawful attorney attorneys-in-fact with full irrevocable power and authority in factthe place and stead of the Borrower or in the Lender's own name, for the purpose of carrying out the terms of this Agreement, to take any and authorizes Lender all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the Borrower, without notice to or assent by the Borrower, to do the following: -6- <PAGE> (ai) to, whether or not there has been Upon the occurrence and during the continuance of an Event of Default: (i) demandDefault beyond any applicable grace periods, collectif any, to receive, xxx, open 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 dispose 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 relating to the Collateral, to notify the Post Office authorities to change the address for delivery of such mail addressed to Borrower to such address as Lender may designate; to endorse the purpose name of collecting the Receivables; (v) endorse Borrower’s name Borrower on any checks notes, acceptances, checks, drafts money orders, instruments or other forms evidence of payment on or proceeds of the ReceivablesCollateral that may come into Lender's possession; (vi) execute on behalf to sign the name of Borrower on any and all instrumentsinvoices, bills of lading, documents, financing statements drafts against and notices (which also may direct, among other things, that payment be made directly to Lender) to Account Debtors or obligors of Borrower relating to the like Collateral; to perfect Lender’s interests in make requests for verification of Accounts relating to the Receivables Collateral; to execute proofs of claim and loss relating to the Collateral; to execute any endorsements, schedules, assignments, or other instruments of conveyance or transfer relating to the Collateral; to adjust and compromise any claims under insurance policies relating to the Collateral, and; to execute releases relating to the Collateral; (viiii) 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 DefaultDefault beyond any applicable grace periods, if any, generally to sell, assign, transfer, pledge, compromisemake any agreement with respect to or otherwise deal with any of the Collateral in such manner as is consistent with the UCC and as fully and completely as through the Lender were the absolute owner thereof for all purposes, and to do at the Borrower's expense, at any time, or discharge from time to time, all acts and things which the whole Lender deems necessary to protect, preserve or realize upon the Collateral and the Lender's security interest therein, in order to effect the intent of this Agreement, all as fully and effectively as the Borrower might do, including, without limitation (A) the filing and prosecuting of registration and transfer applications with the appropriate federal or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes relating to the Collateral, and (B) the execution, delivery and recording, in connection with any part sale or other disposition of any Collateral, the Receivables. Upon endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; -7- <PAGE> (iii) to file such financing statements with respect hereto, with or without the occurrence Borrower's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Lender may deem appropriate with respect to the Collateral and to execute in the Borrower's name such financing statements and continuation statements which may require the Borrower's signature; and (iv) to do all other acts and things necessary and advisable in the sole discretion of an Event of DefaultLender to carry out and enforce this Agreement. (b) To the extent permitted by law, the Borrower hereby ratifies all of the that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney rights granted by Borrower to is a power coupled with an interest and shall be irrevocable. (c) The powers conferred on the Lender hereunder are solely to protect its interests in the Collateral and shall not impose any duty upon it to exercise any such powers. The Lender shall be applicable with respect accountable only for the amounts that it actually receives as a result of the exercise of such powers and neither it nor any of its officers, directors, employees or agents shall be responsible to all Receivables and all Collateralthe Borrower for any act or failure to act, except for the Lender's own gross negligence or willful misconduct. Section 16.

Power of Attorney. The Borrower hereby irrevocably constitutes and appoints Lender and its successors and assigns the Bank as the Borrower’s true and lawful attorney in factattorney, with full power of substitution, at the sole cost and authorizes Lender (a) toexpense of the Borrower but for the sole benefit of the Bank, whether or not there has been upon the occurrence of an Event of Default: (i) demand, collect, receive, xxx, and give releases to any Account Debtor for the monies due Default or which may become due upon or after DEMAND with respect to Obligations payable on DEMAND, to convert the Receivables Collateral into cash, including, without limitation, completing the manufacture or processing of work in process, and the sale (either public or private) of all or any portion or portions of the inventory and other Collateral; to compromiseenforce collection of the Collateral, prosecuteeither in its own name or in the name of the Borrower, including, without limitation, executing releases or defend waivers, compromising or settling with any actionDebtors and prosecuting, claimdefending, case compromising or proceeding releasing any action relating to the ReceivablesCollateral; to receive, including the filing open and dispose 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 the Borrower and to take therefrom any remittances or proceeds of Collateral in which the Bank has a security interest; to notify Post Office authorities to change the address for delivery of mail addressed to the purpose Borrower to such address as the Bank shall designate; to endorse the name of collecting the ReceivablesBorrower in favor of the Bank upon any and all checks, drafts, money orders, notes, acceptances or other instruments of the same or different nature; (v) to sign and endorse Borrower’s the name of 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 of title of the same or different nature relating to the Collateral; to sign the name of the Borrower on any checks notice of the Debtors or other forms on verification of payment on the ReceivablesCollateral; (vi) execute and to sign, if necessary, and file or record on behalf of the Borrower any and all instruments, documents, financing statements and the like or other statement in order to perfect Lenderor protect the Bank’s interests in security interest. The Bank shall not be obliged to do any of the Receivables acts or exercise any of the powers hereinabove authorized, but if the Bank 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 Collateral; (vii) debit it shall not be responsible to the Borrower except for its own gross negligence or willful misconduct. All powers conferred upon the Bank by this Agreement, being coupled with an interest, shall be irrevocable so long as any Borrower’s deposit accounts maintained with Lender for Obligation of the Borrower or any and all Obligations due guarantor or surely to the Bank shall remain unpaid or the Bank is obligated under this Agreement; and (viii) do all acts and things necessary or expedient, in furtherance of Agreement to extend any such purposes, and (b) to, upon credit to the occurrence and during the continuance of an Event of Default, sell, assign, transfer, pledge, compromise, or discharge the whole or any part of the Receivables. Upon the occurrence and continuation of an Event of Default, all of the power of attorney rights granted by Borrower to Lender hereunder shall be applicable with respect to all Receivables and all CollateralBorrower.

Power of Attorney. Each Borrower irrevocably hereby appoints Lender Agent, and its successors agents and assigns as designees, the true and lawful attorney in factagents and attorneys-in-fact of such Borrower, and authorizes Lender with full power of substitution, (a) to, whether or not there has been an Event of Default: to (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, sellupon prior written notice to Borrowers, assignreceive, transferopen and dispose of all mail addressed to such Borrower relating to the Collateral, pledge, compromise, or discharge (ii) during the whole or any part of the Receivables. Upon the occurrence and continuation 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 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 attorney 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 do any and all other things necessary or proper to perfect and protect the Liens and rights of Agent and 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 by Borrower to Lender hereunder are coupled with an interest and shall be applicable with respect irrevocable during the term hereof. Agent shall have the right to apply all Receivables 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 all Collateralin such order of application as Agent may determine.

Power of Attorney. Borrower irrevocably appoints Lender and its successors and assigns FSW, with full power of substitution, as true and lawful attorney in Borrower’s attorney-in-fact, and authorizes Lender (a) tocoupled with an interest, whether with full power, in FSW’s own name or not there has been an in the name of Borrower, at any time after the occurrence of any Event of Default, to do any or all of the following: (i) demandendorse any checks, collectdrafts, receivemoney orders, xxxnotes, and give releases to other instruments or documents representing or evidencing the Collateral, or proceeds of the Collateral; (ii) pay or discharge claims, demands, Liens, security interests, encumbrances, or taxes affecting or threatened against any Account Debtor for or all of the monies due or which may become due upon or with respect to the Receivables and to compromiseCollateral; (iii) commence, prosecute, prosecute or defend any actionsuit, claim, case action or proceeding relating to any or all of 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 directlyCollateral; (iv) receive and open all mail addressed to Borrower and, in the exercise of such right, FSW shall have the right, in Borrower’s name, to notify the Post Office authorities to change the address for the purpose delivery of collecting mail addressed to Borrower to such other address as FSW may designate, including FSW’s own address. FSW shall promptly turn over to Borrower all of such mail not relating to the ReceivablesCollateral; (v) direct any financial institution which is a participant with FSW in extensions of credit to or for the benefit of Borrower, or which is an institution with which any deposit account is maintained, to pay to FSW all monies on deposit by Borrower with said financial institution which are payable by said financial institution to Borrower, regardless of any loss of interest, charge or penalty as a result of payment before maturity; (vi) settle and adjust, and give releases of, any insurance claim that relates to any of the Collateral, obtain payment of claim, and make all determinations and decisions with respect to any such policy of insurance, and endorse Borrower’s name on any checks check, draft, instrument or other forms item of payment on or the Receivablesproceeds of such policies of insurance; (vivii) instruct any accountant or other third person having custody or control of any books or records belonging or relating to the Collateral to give FSW full rights of access with respect thereto; (viii) execute on behalf of Borrower any document exercising, transferring or assigning any option to purchase, sell or otherwise dispose of or to lease, as lessor or lessee, any real or personal property; (viii) sell, transfer, pledge, make any agreement with respect to, or otherwise deal with any or all of the Collateral as though FSW were the owner thereof for all purposes; and (ix) execute on behalf of Borrower any and all instrumentsdocuments and instruments (including notices of assignment) necessary or desirable by FSW, documentsincluding any financing statement, continuation financing statement, financing statements statement amendment, security agreement, assignment, notice, and the like all other documents which FSW, in its discretion, determines to be necessary or appropriate in order to (a) perfect Lenderor maintain FSW’s interests security interest in the Receivables and Collateral; (viib) debit exercise any Borroweror all of FSW’s deposit accounts maintained with Lender for any and all Obligations due rights under this Agreement; and or (viiic) do all acts and things necessary to consummate or expedient, in furtherance of effectuate any such purposes, and (b) to, upon the occurrence and during the continuance of an Event of Default, sell, assign, transfer, pledge, compromise, or discharge the whole or any part of the Receivables. Upon the occurrence and continuation of an Event of Default, all of the power of attorney rights granted transactions contemplated by Borrower to Lender hereunder shall be applicable with respect to all Receivables and all Collateralthis Agreement.

Power of Attorney. Borrower Each Loan Party hereby irrevocably constitutes and appoints Lender and its successors and assigns the Agent as such Loan Party’s true and lawful attorney in factattorney, with full power of substitution, at the sole cost and authorizes Lender (a) to, whether or not there has been an Event expense of Default: (i) demand, collect, receive, xxx, and give releases to any Account Debtor the Loan Parties but for the monies due or which may become due upon or with respect to sole benefit of 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 Agent 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) toLenders, upon the occurrence and during the continuance of an Event of Default, sellto convert the Collateral into cash, assignincluding, transferwithout limitation, pledgecompleting the manufacture or processing of work in process, compromiseand the sale (either 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 Loan Party’s intellectual property; to enforce collection of the Collateral, either in its own name or in the name of such 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 Loan Party and to take therefrom any remittances or proceeds of Collateral in which the Agent has a security interest; to notify Post Office authorities to change the address for delivery of mail addressed to such Loan Party to such address as the Agent shall designate; to endorse the name of such Loan Party in favor of the Agent upon any and all checks, drafts, money orders, notes, acceptances or other instruments of the same or different nature; to sign and endorse the name of such Loan Party on and to receive as secured party any of the Collateral, any invoices, freight or express receipts, or discharge the whole bills of lading, storage receipts, warehouse receipts, or any part other documents of title of the Receivables. Upon same or different nature relating to the occurrence and continuation Collateral; to sign the name of an Event of Default, all such Entity Loan Party on any notice of the power Account Debtors or on verification of attorney rights granted the Collateral; and to sign, if necessary, and file or record on behalf of such Entity Loan Party any financing or other statement in order to perfect or protect the Agent’s security interest. The Agent shall not be obliged to do any of the acts or exercise any of the powers hereinabove authorized, but if the Agent 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 it shall not be responsible to such Entity Loan Party except for its own gross negligence or willful misconduct. All powers conferred upon the Agent by Borrower to Lender hereunder this Agreement, being coupled with an interest, shall be applicable with respect irrevocable so long as any Obligation of such Entity Loan Party or surety to all Receivables and all Collateralthe Agent shall remain unpaid or the Agent is obligated under this Agreement to extend any credit to the Borrowers, whichever is later.

Power of Attorney. Borrower irrevocably In addition to any other powers of attorney contained herein, each Pledgor hereby appoints Lender and the Collateral Agent, its successors and assigns nominee, or any other person whom the Collateral Agent may designate as true and lawful attorney in such Pledgor’s attorney-in-fact, with full power and authorizes Lender (a) to, whether or not there has been an authority upon the occurrence and during the continuation of any Event of Default: (i) Default to ask, demand, collect, receive, xxxreceipt for, xxx for, compound and give releases to acquittance for any Account Debtor for the monies due and all sums or properties which may be or become due upon due, payable or distributable in respect of the Collateral or any part thereof, with respect full power to settle, adjust or compromise any claim thereunder or therefor as fully as such Pledgor could itself do, to endorse or sign 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 BorrowerPledgor’s name on any noticeassignments, claim, assignment, demand, draft, stock powers or notice other instruments 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 transfer and open all mail addressed to Borrower for the purpose of collecting the Receivables; (v) endorse Borrower’s name on any checks or 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 the Receivables; (vi) execute on behalf all documents of Borrower satisfaction, discharge or receipt required or requested in connection therewith, and, in its discretion, to file any and all instrumentsclaim or take any other action or proceeding, documents, financing statements and the like to perfect Lender’s interests either in its own name or 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 name of such Pledgor, or otherwise, which the Collateral Agent deems necessary or expedient, in furtherance of any such purposes, and (b) to, appropriate to collect or otherwise realize upon the occurrence and during the continuance of an Event of Default, sell, assign, transfer, pledge, compromise, or discharge the whole all or any part of the Receivables. Upon Collateral, or effect a transfer thereof, or which may be necessary or appropriate to protect and preserve the occurrence right, title, and continuation of an Event of Default, all interest of the Collateral Agent in and to such Collateral and the security intended to be afforded hereby. Each Pledgor hereby ratifies and approves all acts of any such attorney and agrees that neither the Collateral Agent nor any such attorney will be liable for any such acts or omissions nor for any error of judgment or mistake of fact or law other than such person’s gross negligence or willful 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 rights granted by Borrower to Lender hereunder shall be applicable execute any such financing statements, and any amendments or supplements thereto, on behalf of such Pledgor without notice thereof to any Pledgor. The foregoing powers of attorney, being coupled with respect to all Receivables an interest, are irrevocable until the Secured Obligations (other than contingent indemnification and reimbursement obligations not yet accrued and payable) have been fully satisfied and all Collateralcommitments of the Lenders to extend credit to or for the account of Borrower under the Credit Agreement have expired or otherwise terminated.

Power of Attorney. Borrower hereby irrevocably designates, makes, constitutes and appoints Lender (and its successors and assigns all Persons designated by Lender) as Borrower's true and lawful attorney (and agent-in-fact) and Lender, or agent of Lender, may, without notice to Borrower and in facteither Borrower's or Lender's name, but at the cost and authorizes Lender (a) to, whether expense of Borrower: 1. At such time 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 times 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 after the occurrence and during the continuance of an Event of DefaultDefault hereafter as Lender or said agent, sellin its sole discretion, assignmay determine, transferendorse Borrower's name on any checks, pledgenotes, compromiseacceptances, or discharge the whole drafts, money orders or any part other evidence of payment or proceeds of the ReceivablesCollateral which come into the possession of Lender or under Lender's control; and 2. Upon At such time or times upon or after the occurrence and continuation of an Event of DefaultDefault as Lender or its agent in its sole discretion may determine: (i) demand payment of the Accounts from the Account Debtors, enforce payment of the Accounts by legal proceedings or otherwise, and generally exercise all of the power of attorney Borrower's rights granted by Borrower to Lender hereunder shall be applicable and remedies with respect to the collection of the Accounts; (ii) settle, adjust, compromise, discharge or release any of the Accounts or other Collateral or any legal proceedings brought to collect any of the Accounts or other Collateral; (iii) sell or assign any of the Accounts and other Collateral upon such terms, for such amounts and at such time or times as Lender deems advisable; (iv) take control, in any manner, of any item of payment or proceeds relating to any Collateral; (v) prepare, file and sign Borrower'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; (vi) receive, open and dispose of all Receivables mail addressed to Borrower and to notify postal authorities to change the address for delivery thereof to such address as Lender may designate; (vii) endorse the name of Borrower upon any of the items of payment or proceeds relating to any Collateral and deposit the same to the account of Lender on account of the Obligations; (viii) endorse the name of Borrower upon any chattel paper, document, instrument, invoice, freight xxxx, xxxx of lading or similar document or agreement relating to the Accounts, Inventory and any other Collateral; (ix) use Borrower's stationery and sign the name of Borrower to verifications of the Accounts and notices thereof to Account Debtors; (x) use the information recorded on or contained in any data processing equipment and computer hardware and software relating to the Accounts, Inventory, Equipment and any other Collateral and to which Borrower has access; (xi) make and adjust claims under policies of insurance; and (xii) do all Collateralother acts and things reasonably necessary, in Lender's determination, to fulfill Borrower's obligations under this Agreement.

Power of Attorney. Borrower hereby irrevocably appoints Lender Bank (and its successors and assigns each of Bank’s designated officers or employees) as Borrower’s true and lawful attorney in fact, and authorizes Lender to: (a) to, whether or not there has been an after the occurrence and during the continuance of a Event of Default: , (i) demandsend requests for verification of Accounts, collectif any, receive, xxxincluded in the Collateral, and give releases to any notify Account Debtor for the monies due or which may become due upon or with respect to the Receivables Debtors of Bank’s security interests and to compromiseLiens in such Accounts, 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 chooseif any; (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 or security relating to the Collateral that may come into Bank’s possession; (iii) 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, in each case relating to the ReceivablesCollateral; (iv) dispose of any Collateral; (v) make, settle and adjust all claims under and decisions with respect to Borrower’s policies of insurance; (vi) execute on behalf of Borrower settle and adjust disputes and claims respecting the Accounts, if any and all instruments, documents, financing statements and the like to perfect Lender’s interests included in the Receivables Collateral, directly with Account Debtors, for amounts and Collateralupon terms which Bank determines to be reasonable; (vii) debit any Borrower’s deposit accounts maintained with Lender for any and transfer 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, sell, assign, transfer, pledge, compromise, or discharge the whole or any part of the ReceivablesCollateral into the name of Bank or a third party to the extent permitted under the Code; (b) file, in its sole discretion, one or more financing or continuation statements and amendments thereto relative to any 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 Borrower no longer has or claims to have any right, title or interest, and (f) to sign Borrower’s name on any documents or Security Instruments necessary to perfect or continue the perfection of, or maintain the priority of, Bank’s security interest in the Collateral. Upon the occurrence The appointment of Bank as attorney in fact of Borrower, and continuation each and every one of Bank’s rights and powers, being coupled with an Event of Defaultinterest, is irrevocable until all of the power of attorney rights granted by Borrower to Lender hereunder shall be applicable with respect to all Receivables Obligations have been fully repaid and performed, and all Collateral.of Bank’s obligations to provide Credit Extensions or other financial accommodations to Borrower under this Agreement or any of the other Loan Documents shall have terminated. April 4, 2012

Power of Attorney. Borrower irrevocably appoints Lender Notwithstanding 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 successors Affiliates, and assigns subject to the terms set forth in this Section 2.5, hereby irrevocably constitutes and appoints 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 attorney in factfact 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 authorizes Lender at any time, to do the following: (a) topay or discharge any taxes, whether Liens (other than Liens arising through Purchaser), security interests, or not there has been an Event of Default: other encumbrances levied or placed on or threatened against the Purchased Assets; (ib) demand, collect, receive, xxx, and give releases communicate in its own name with any party to any Account Debtor for contract with regard to the monies due 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 which may become due upon other instruments of conveyance or transfer with respect to the Receivables Purchased Assets, (d) to perform all the obligations and to compromise, prosecute, or defend any action, claim, case or proceeding relating to receive all the Receivables, including benefits of Seller under 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 purposesNonassignable Assets, and (be) todefend, upon exercise or enforce any of Seller’s rights under the occurrence Product Agreements or Product Specific Patents in any manner reasonably necessary or advisable to protect Purchaser’s rights under this Agreement and during the continuance of an Event of Default, sell, assign, transfer, pledge, compromise, or discharge the whole or any part of the Receivablesappoint Purchaser their attorneys-in-fact to act in their name on their behalf. Upon the occurrence and continuation of an Event of Default, all of the The power of attorney rights granted hereby is coupled with an interest, and may not be revoked or canceled by Borrower to Lender hereunder Seller without Purchaser’s written consent; provided, however that the term of the foregoing power of attorney shall be applicable 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 stand-alone power of attorney consistent with respect the terms of this Section 2.5 to all Receivables enable Purchaser to present such power of attorney to other parties without disclosing this Agreement. Confidential Treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as “****”. A complete version of this exhibit has been filed separately with the Securities and all CollateralExchange Commission.

Power of Attorney. Borrower Each Grantor irrevocably makes, constitutes and appoints Lender the Agent (and its successors and assigns all officers, employees or agents designated by the Agent) as such Grantor’s true and lawful attorney in agent and attorney-in-fact, and authorizes Lender in such capacity the Agent shall have the right, with power of substitution for each Grantor and in each Grantor’s name or otherwise, for the use and benefit of the Agent and the other Notes Secured Parties, (a) toat any time, whether or not there has been an a Default or Event of Default: (iDefault has occurred, to take actions required to be taken by the Grantors under Section 2.1(b) 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, Agreement and (b) to, upon the occurrence and during the continuance of an Event of DefaultDefault (i) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (ii) 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 Grantor’s Account Debtors; (iv) to sign the name of any Grantor on any proof of claim in bankruptcy against Account Debtors, and on notices 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 to which each Grantor’s mail 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 Company 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; (ix) 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 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; (xii) 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 (xiii) to use, sell, assign, transfer, pledge, compromise, or discharge the whole or make any part of the Receivables. Upon the occurrence and continuation of an Event of Default, all of the power of attorney rights granted by Borrower to Lender hereunder shall be applicable agreement with respect to or otherwise deal with all Receivables or any of the Collateral, and to do all Collateralother acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Agent were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Agent or any other Notes Secured Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Agent or any other Notes Secured Party, or to 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 of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable.

Power of Attorney. Borrower Each Debtor hereby irrevocably designates and appoints Lender and the Collateral Agent its successors and assigns as true and lawful attorney either in factthe name of the Collateral Agent or in the name of each respective Debtor, effective upon the occurrence and authorizes Lender (a) toduring the existence of an Actionable Default, whether or not there has been an Event of Default: (i) to ask for, demand, sue for, collect, compromise, compound, receive, xxx, receipt for and give releases to gxxx acquittance for any Account Debtor for the monies due and all sums owing or which may become due upon any part of 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 assignmenx, xn 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 Receivables 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 compromisereceive, prosecute, or defend any action, claim, case or proceeding relating to the Receivables, including the filing open and dispose 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 each Debtor. Notwithstanding the foregoing, the Collateral Agent shall not be under any duty to any Debtor to exercise any such authority or power or in any way be responsible for the purpose collection of collecting the Receivables; (v) endorse Borrower’s name on Collateral or under any checks insurance maintained in accordance with the Security Documents. The foregoing power of attorney, being coupled with an interest, is irrevocable until the Secured Obligations have been fully satisfied and any commitments therefor terminated. The Collateral Agent may file one or other forms more financing statements disclosing its Lien in any or all of payment on the Receivables; (vi) Collateral without any Debtor's signature appearing thereon. Each Debtor also hereby grants to the Collateral Agent a power of attorney to execute any such financing statement, or amendments and supplements to financing statements, on behalf of Borrower any and all instrumentssuch Debtor without notice thereof to such Debtor, 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, sell, assign, transfer, pledge, compromise, or discharge the whole or any part of the Receivables. Upon the occurrence and continuation of an Event of Default, all of the which power of attorney rights granted by Borrower to Lender hereunder shall be applicable is coupled with respect to all Receivables an interest and all Collateral.is irrevocable until the Secured Obligations have been fully satisfied and this Agreement terminated. 221

Power of Attorney. Borrower Each Debtor hereby irrevocably designates and appoints Lender and the Agent its successors and assigns as true and lawful attorney either in factthe name of the Agent or in the name of the Debtors, effective upon the occurrence and authorizes Lender (a) to, whether or not there has been during the existence of an Event of Default: (i) , to ask for, demand, sue xxr, collect, compromise, compound, receive, xxx, receipt for and give releases to acquittance for any Account Debtor for the monies due and all sums owing or which may become due upon any part of 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 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 the Debtors 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 the respective Debtor's name on any invoice or bilx 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 Receivables Collateral, to send requests for verification from Account Debtors, to notify the post office authorities to change the address for delivery of the respective Debtor's mail to an address designated by the Agent and to compromisereceive, prosecute, or defend any action, claim, case or proceeding relating to the Receivables, including the filing open and dispose 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 the respective Debtor. Notwithstanding the foregoing, the Agent shall not be under any duty to the Debtors to exercise any such authority or power or in any way be responsible for the purpose collection of collecting the Receivables; (v) endorse Borrower’s name on Collateral or under any checks insurance maintained in accordance with the Security Documents. The foregoing power of attorney, being coupled with an interest, is irrevocable until the Secured Obligations have been fully satisfied and any commitments therefor terminated. The Agent may file one or other forms more financing statements disclosing its Lien in any or all of payment on the Receivables; (vi) Collateral without the respective Debtor's signature appearing thereon. The Debtors also hereby grants to the Agent a power of attorney to execute any such financing statement, or amendments and supplements to financing statements, on behalf of Borrower any and all instrumentsthe Debtors without notice thereof to the respective Debtor, 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, sell, assign, transfer, pledge, compromise, or discharge the whole or any part of the Receivables. Upon the occurrence and continuation of an Event of Default, all of the which power of attorney rights granted by Borrower to Lender hereunder shall be applicable is coupled with respect to all Receivables an interest and all Collateralis irrevocable until the Secured Obligations have been fully satisfied and this Agreement terminated.

Power of Attorney. The Borrower hereby irrevocably appoints Lender the Bank and the Bank's designees from time to time its successors and assigns as true and lawful attorney in attorneys-in-fact, and authorizes Lender with full power of substitution in the premises upon the occurrence of a Default (a) toto demand, collect, receipt for, settle, compromise, adjust, xxx for, foreclose or realize upon the Collateral in such manner as the Bank may determine, whether or not there has been an Event of Default: the Collateral is then due; (ib) demand, collect, to receive, xxxopen, and give releases dispose of mail addressed to the Borrower; (c) to endorse notes, checks, drafts, money orders, Documents or other evidences of payment, shipment or storage or any form of Collateral on behalf of and in the name of 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 assignments of Accounts, on notices 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 the Borrower's mail to an address designated by the Bank; (g) to endorse Borrower's name on all applications, documents, papers, certificates and instruments necessary or expedient for the monies due Bank to use the Intellectual Property, or which may become due upon 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 recording, registering, filing or accomplishing any other formula with respect to the Receivables Intellectual Property; and (h) to compromisedo all things necessary to carry out this Security Agreement. The Borrower hereby ratifies and approves all acts of such attorneys. Neither the Bank nor any attorney will be liable for any acts or omissions nor for any error of judgment or mistake of fact or law, prosecuteabsent gross negligence, bad faith or defend any actionwillful misconduct. This power, claimbeing coupled with an interest, case or proceeding relating is irrevocable until the Liabilities have been fully satisfied. Notwithstanding anything herein to the Receivablescontrary, including the filing of a claim or the voting of such claims in no attorney acting pursuant to this Section 9.5 shall have 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 authority 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 confess judgment 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, sell, assign, transfer, pledge, compromise, or discharge the whole or any part of the Receivables. Upon the occurrence and continuation of an Event of Default, all of the power of attorney rights granted by Borrower to Lender hereunder shall be applicable with respect to all Receivables and all Collateral.

Power of Attorney. Borrower Each Debtor hereby irrevocably designates and appoints Lender and the Collateral Agent its successors and assigns as true and lawful attorney either in factthe name of the Collateral Agent or in the name of each respective Debtor, effective upon the occurrence and authorizes Lender (a) toduring the existence of an Enforcement Event, whether or not there has been an Event of Default: (i) to ask for, demand, sue for, collect, compromise, compound, receive, xxx, receipt for and give releases to acquittance for any Account Debtor for the monies due 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 Receivables 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 compromisereceive, prosecute, or defend any action, claim, case or proceeding relating to the Receivables, including the filing open and dispose 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 each Debtor. Notwithstanding the foregoing, the Collateral Agent shall not be under any duty to any Debtor to exercise any such authority or power or in any way be responsible for the purpose collection of collecting the Receivables; (v) endorse Borrower’s name on Collateral or under any checks insurance maintained in accordance with the Security Documents. The foregoing power of attorney, being coupled with an interest, is irrevocable until the Secured Obligations have been fully satisfied and any commitments therefor terminated. The Collateral Agent may file one or other forms more financing statements disclosing its Lien in any or all of payment on the Receivables; (vi) Collateral without any Debtor's signature appearing thereon. Each Debtor also hereby grants to the Collateral Agent a power of attorney to execute any such financing statement, or amendments and supplements to financing statements, on behalf of Borrower any and all instrumentssuch Debtor without notice thereof to such Debtor, 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, sell, assign, transfer, pledge, compromise, or discharge the whole or any part of the Receivables. Upon the occurrence and continuation of an Event of Default, all of the which power of attorney rights granted by Borrower to Lender hereunder shall be applicable is coupled with respect to all Receivables an interest and all Collateralis irrevocable until the Secured Obligations have been fully satisfied and this Agreement terminated.

Power of Attorney. Borrower irrevocably appoints Lender Bank and its successors and assigns as true and lawful attorney in fact, attorney-in-fact and authorizes Lender (a) toBank, regardless of whether or not there has been an Event of DefaultDefault (unless otherwise noted in the applicable subsection), to: (i) upon the occurrence and during the continuance of an Event of Default, sell, assign, transfer, pledge, compromise, or discharge all or any part of the Financed Receivables; (ii) upon the occurrence and during the continuance of an Event of Default, 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 about the Financed Receivables, including the filing of a claim or the voting of such claims a claim in any bankruptcy case, all case in LenderBank’s name or Borrower’s name, as Lender may chooseBank chooses; (iiiii) 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; (iiiiv) notify all Account Debtors at any time with respect to the Receivables to pay Lender directly; (iv) receive a Financed Receivable 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, sell, assign, transfer, pledge, compromise, or discharge the whole or any part of the Receivables. Upon the occurrence and continuation of an Event of Default, all of the power of attorney rights granted by Borrower to Lender hereunder shall be applicable Default with respect to all Accounts other than Financed Receivables, to pay Bank directly; (v) receive, open, and dispose of mail addressed to Borrower; (vi) endorse Borrower’s name on checks or other instruments (to the extent necessary to pay amounts owed pursuant to this Agreement); (vii) execute on Borrower’s behalf any instruments, documents, financing statements to perfect Bank’s interests in the Financed Receivables and Collateral and do all Collateralacts and things necessary or expedient, as determined solely and exclusively by Bank, to protect, preserve, and otherwise enforce Bank’s rights and remedies under this Agreement, as directed by Bank, and (viii) notify and demand that Credit Insurer pay directly to Bank with respect to any Financed Receivable where such payment would be due in accordance with the terms of the Credit Insurance.

Power of Attorney. The Borrower hereby irrevocably appoints the Lender and its successors and assigns as assigns, the true and lawful attorney attorney-in-fact of the Borrower, with full power (in factthe name of the Borrower or otherwise) and without any further act of the Borrower, and authorizes Lender (a) to, whether to take any 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 all action and to compromise, prosecute, or defend any action, claim, case or proceeding relating to execute and deliver in 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 the Borrower any and all instrumentsfinancing statements, documentsassignments, financing statements and other documents necessary to perfect, protect, preserve the like to perfect security interests created hereunder and exercise the Lender’s interests in the Receivables and Collateral; (vii) debit any Borrower’s deposit accounts maintained with Lender for any and all Obligations due rights under this Agreement; and (viii) do all acts and things necessary or expedient, in furtherance of any such purposes, and (b) to, upon . After the occurrence and during the continuance continuation of an Event of DefaultDefault (as defined in the Note) and in addition to the Lender’s rights set forth in Section 4 below and the Note, the Lender shall be entitled: in accordance with applicable law, to convert the Collateral into cash at the sole cost and expense of the Borrower, but solely for the benefit of Lender; to compromise, settle or execute releases with any of the Borrower’s account debtors, and to prosecute, defend, compromise or release any action relating to the Collateral; to endorse the name of the Borrower in favor of the Lender upon any and all checks, drafts, money orders, notes, acceptances or other instruments pertaining to Collateral; to receive any of the Collateral, or documents of title relating to the Collateral; to sign the name of the Borrower on any notice to the account debtors or on verification of the Collateral; to sell, assign, transfer, pledge, compromisemake any agreement in respect of, or discharge otherwise deal with or exercise rights in aspect of, any Collateral or the whole goods or any part of services which have given rise thereto; and to execute and deliver all assignments, conveyances, statements, financing statements, renewal financing statements, security agreements, affidavits, notices and other agreements, instruments and documents that the Receivables. Upon Lender may determine necessary in order to perfect and maintain the occurrence security interests and continuation of an Event of Default, liens granted in this Agreement and in order to fully consummate all of the transactions contemplated therein. Notwithstanding anything to the contrary in this Section 4, the Lender shall not have any obligation or liability by reason of or arising out of this Agreement to make any inquiry as to the nature or sufficiency of, to present or file any claim with respect to, or to take any action to collect or enforce the payment of, any amounts to which it may be entitled at any time or times by virtue of this Agreement. This power of attorney rights granted by Borrower to Lender hereunder is a power coupled with an interest and shall be applicable with respect irrevocable. This power of attorney shall automatically terminate upon satisfaction of the Obligations (other than inchoate indemnity obligations and any other obligations which, by their terms, are to all Receivables and all Collateralsurvive the termination of this Agreement).

Power of Attorney. Borrower irrevocably appoints Lender In order to permit the Secured Party to operate Debtor’s business without interruption and its successors to use the Marks and assigns as true associated goodwill in conjunction therewith and lawful attorney in factother Intellectual Property Collateral, and authorizes Lender (a) tootherwise to effectuate the intent of the parties hereto, whether or not there has been upon an Event of Default: , Debtor hereby appoints the Secured Party the true and lawful attorney-in-fact for the Debtor with full power of substitution, in its name or in the name of the Debtor or otherwise, for the sole benefit of the Secured Party but at the sole expense of the Debtor, without notice to or demand upon the Debtor, at any time thereafter(i) to execute in the Debtor’s name the Assignments; (iii) to notify any party, and to demand, collect, receivereceive payment of, xxxreceipt for, settle, compromise or adjust and give discharges and releases to any Account Debtor for the monies due or which may become due upon or with respect to the Receivables and to compromiseto, 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 documentIntellectual Property Collateral; (iii) notify all Account Debtors with respect to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect any monies due to the Receivables Debtor and to pay Lender directlyenforce any rights pursuant to any Intellectual Property Collateral or any other rights in respect thereof including suits for infringement; (iv) receive and open all mail addressed to Borrower for defend any suit, action, or proceeding brought against the purpose Debtor in respect of collecting the Receivablesany Intellectual Property Collateral; (v) endorse Borrower’s name on to settle, compromise or adjust any checks suit, action or other forms of payment on proceeding described in clauses (iii) or (iv) above and, in connection therewith, to give such discharges, terminations or releases as the ReceivablesSecured Party may deem appropriate; (vi) execute to endorse the name of the Debtor on behalf checks, notes, drafts, acceptances, money orders, or other instruments or documents constituting payments on account of Borrower any and all instruments, documents, financing statements and the like to perfect Lender’s interests in the Receivables and Intellectual Property Collateral; (vii) debit to sign and file or record the foregoing described Assignments or any Borrowerfinancing or other statement in order to perfect or protect the Secured Party’s deposit accounts maintained security interest in the Intellectual Property Collateral; (viii) to prosecute any applications, renewals and other matters in connection with Lender for any of the Intellectual Property Collateral and to sign the name of the Debtor on any and all Obligations due under this Agreement; and (viii) do all acts and things agreements, documents, statements, certificates or other writings necessary or expedient, in furtherance of any advisable to effect such purposes, and ; (bix) to, upon the occurrence and during the continuance of an Event of Default, generally to sell, assign, transfer, pledge, compromisemake any agreement in respect of or otherwise deal with any Intellectual Property Collateral, or discharge including any new Intellectual Property Collateral, as fully and completely as though the whole or any part of Secured Party were the Receivablesabsolute owner thereof for all purposes. Upon The powers vested in the occurrence Secured Party are, and continuation of an Event of Default, all of the power of attorney rights granted by Borrower to Lender hereunder shall be applicable deemed to be, coupled with respect an interest and irrevocable. The powers conferred on the Secured Party by this Agreement shall terminate upon the termination of this Agreement, and are solely to all Receivables protect the Secured Party’s interest and all Collateral.shall not impose upon the Secured Party any duty to exercise any such power, and if the Secured Party shall exercise any such power, the Secured Party shall be accountable only for amounts that the Secured Party

Power of Attorney. Borrower irrevocably appoints Lender and its successors and assigns as true and lawful attorney in fact, and 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 Upon the occurrence and during the continuance of an any Event of Default, sellwithout limiting Silicon's other rights and remedies, assignBorrower grants to Silicon an irrevocable power of attorney coupled with an interest, transferauthorizing and permitting Silicon (acting through any of its employees, pledgeattorneys or agents) at any time, compromiseat its option, but without obligation, with or without notice to Borrower, and at Borrower's expense, to do any or all of 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 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; (b) Execute on behalf of Borrower, any invoices relating to any Account, any draft against any Account Debtor and any notice to any Account Debtor, any proof of claim in bankruptcy, any Notice of Lien, claim of mechanic's, materialman's or other 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 Collateral; endorse the name of Borrower upon any instruments, or documents, 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 whole 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 account of Borrower's taxes or to secure the release of any liens therefor, or both; (h) Settle and adjust, and give releases of, any insurance claim that relates to any of the Collateral and obtain payment therefor; (i) Instruct any third party having custody or control of any books or records belonging to, or relating to, Borrower to give Silicon the same rights of access and other rights with respect thereto as Silicon has under this Agreement; and (j) Take any action or pay any sum required of Borrower 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 Receivables. Upon Obligations, shall be payable on demand, and SILICON VALLEY BANK LOAN AND SECURITY AGREEMENT shall bear interest at a rate equal to the occurrence and continuation of an Event of Default, all 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 granted by Borrower under this Agreement be deemed to Lender hereunder shall be applicable with respect to all Receivables and all Collateralindicate that Silicon is in control of the business, management or properties of Borrower.

Power of Attorney. Borrower To the maximum extent permitted by applicable law, each Grantor irrevocably makes, constitutes and appoints Lender the Collateral Agent (and its successors and assigns all officers, employees or agents designated by the Collateral Agent) as such Grantor’s true and lawful attorney in agent and attorney-in-fact, and authorizes Lender in such capacity the Collateral Agent shall have the right, subject to the ABL Intercreditor Agreement, with power of substitution for each Grantor and in each Grantor’s name or otherwise, for the use and benefit of the Collateral Agent and the other Secured Parties, (a) toat any time, whether or not there has been an a Default or Event of Default: (iDefault has occurred, to take actions required to be taken by the Grantors under Section 3.01 of this Agreement,(b) 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 DefaultDefault or as otherwise permitted under the Credit Agreement, (i) 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; (ii) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (iii) 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; (iv) to sign the name of any Grantor on any notice to such Grantor’s Account Debtors; (v) to sign the name of any Grantor on any proof of claim in bankruptcy against Account Debtors, and on notices of lien, claims of mechanic’s liens, or assignments or releases of mechanic’s liens securing the Accounts; (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 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, relating to the Collateral, 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) with respect to any IP Collateral, to assign, transfer, convey, license or sublicense any such IP Collateral throughout the world on such terms and conditions and in such manner as the Collateral Agent shall reasonably determine; provided, however, that such terms shall include all terms and restrictions that are customarily required to ensure the continuing validity and effectiveness of the IP Collateral at issue, such as, without limitation, notice, quality control and inurement provisions with regard to Trademarks, patent designation provisions with regard to patents, and copyright notices and restrictions on decompilation and reverse engineering of copyrighted software, and confidentiality protections for trade secrets; and (xii) to use, sell, assign, transfer, pledge, compromise, or discharge the whole or make any part of the Receivables. Upon the occurrence and continuation of an Event of Default, all of the power of attorney rights granted by Borrower to Lender hereunder shall be applicable agreement with respect to or otherwise deal with all Receivables or any of the Collateral, and to do all Collateralother acts and things reasonably necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent or any other Secured Party to make any commitment or to 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. It is understood and agreed that the appointment of the Collateral Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable.

Power of Attorney. Borrower irrevocably appoints The Debtor authorizes the Lender, and does hereby make, constitute and appoint the Lender and its officers, agents, successors and or assigns with full power of substitution, as such Debtor’s true and lawful attorney in attorney-in-fact, and authorizes Lender (a) with power, in the name of the various Secured Parties or the Debtor, 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 after the occurrence and during the continuance of an Event of Default, sell(i) endorse any note, assignchecks, transferdrafts, pledgemoney orders or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Secured Parties; (ii) to sign and endorse any financing statement pursuant to the UCC or 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 the Collateral; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and xxx for monies due in respect of the Collateral; (v) to transfer any Intellectual Property or discharge provide licenses respecting any Intellectual Property; and (vi) generally, at the whole option of the Lender, and at the expense of the Debtor, at any time, or from time to time, to execute and deliver any and all documents and instruments and to do all acts and things which the Lender deems necessary to protect, preserve and realize upon the Collateral and the Security Interest granted therein in order to effect the intent of this Agreement and the Line of Credit Agreement all as fully and effectually as the Debtor might or could do; and the Debtor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding. The designation set forth herein shall be deemed to amend and supersede any inconsistent provision in the Organizational Documents or other documents or agreements to which the Debtor or any part of the ReceivablesPledged Securities is subject or to which the Debtor is a party. Upon Without limiting the generality of the foregoing, after the occurrence and continuation during the continuance of an Event of Default, all the Lender is specifically authorized to execute and file any applications for or instruments of transfer and assignment of any patents, trademarks, copyrights or other Intellectual Property with the United States Patent and Trademark Office and the United States Copyright Office. This power of attorney rights granted by Borrower to Lender hereunder is coupled with an interest and shall be applicable with respect to all Receivables irrevocable for the term of this Agreement and all Collateralthereafter as long as any of the Obligations shall be outstanding.

Power of Attorney. The Borrower hereby irrevocably constitutes and appoints Lender and its successors and assigns the Agent as the Borrower’s true and lawful attorney in factattorney, with full power of substitution, at the sole cost and authorizes Lender (a) to, whether or not there has been an Event expense of Default: (i) demand, collect, receive, xxx, and give releases to any Account Debtor the Borrower but for the monies due or which may become due upon or with respect to sole benefit of 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 Agent 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) toLenders, upon the occurrence and during the continuance of an Event of Default, sell, assign, transfer, pledge, compromise, or discharge to convert the whole or any part of the Receivables. Upon the occurrence and continuation of an Event of Default, Collateral into cash; to use pursuant to a royalty free license all of the power Borrower’s intellectual property; to enforce collection of attorney rights granted by 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 Mortgage Debtors and prosecuting, defending, compromising or releasing any action relating to the Collateral; to receive, open and dispose of all mail addressed to the Borrower and to take therefrom any remittances or proceeds of Collateral in which the Agent has a security interest; to notify Post Office authorities to change the address for delivery of mail addressed to the Borrower to Lender hereunder such address as the Agent shall designate; to endorse the name of the Borrower in favor of the Agent upon any and all checks, drafts, money orders, notes, acceptances or other instruments of the same or different nature; to sign and endorse the name of the Borrower on and to receive as secured party any of the Collateral; to sign the name of the Borrower on any notice of the Mortgage Debtors or on verification of the Collateral; and to sign, if necessary, and file or record on behalf of the Borrower any financing or other statement in order to perfect or protect the Agent’s security interest. The Agent shall not be obliged to do any of the acts or exercise any of the powers hereinabove authorized, but if the Agent 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 it shall not be responsible to the Borrower except for its own gross negligence or willful misconduct. All powers conferred upon the Agent by this Agreement, being coupled with an interest, shall be applicable with respect irrevocable so long as any Obligation of the Borrower or surety to all Receivables and all Collateralthe Agent shall remain unpaid or the Agent is obligated under this Agreement to extend any credit to the Borrower.