Common use of Power of Attorney Clause in Contracts

Power of Attorney. Borrower hereby irrevocably constitutes and appoints the Lender as Borrower's true and lawful attorney, with full power of substitution, at the sole cost and expense of Borrower but for the sole benefit of the Lender, upon the occurrence of an Event of Default or after DEMAND with respect to Obligations payable on DEMAND, to convert the Collateral into cash, including, without limitation, completing the manufacture or processing of work in process, and the sale (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 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 Lender shall designate; to endorse the name of Borrower in favor of the 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 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 the Lender’s security interest. The Lender shall not be obliged to do any of the acts or exercise any of the powers hereinabove authorized, but if the Lender elects to do any such act or exercise any such power, it shall not be accountable for more than it actually receives as a result of such exercise of power, and 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 Obligation of Borrower or any guarantor or surety to the Lender shall remain unpaid or the Lender is obligated under this Agreement to extend any credit to Borrower.

Power of Attorney. Borrower hereby irrevocably constitutes and appoints the Lender Bank as Borrower's ’s true and lawful attorney, with full power of substitution, at the sole cost and expense of Borrower but for the sole benefit of the LenderBank, upon the occurrence of an Event of Default or after DEMAND with respect to Obligations payable on DEMANDDefault, 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 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 Lender 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 Lender Bank shall designate; to endorse the name of Borrower in favor of the Lender 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 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 the LenderBank’s security interest. The Lender Bank shall not be obliged to do any of the acts or exercise any of the powers hereinabove authorized, but if the Lender 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 Lender Bank by this Agreement, being coupled with an interest, shall be irrevocable so long as any Obligation of Borrower or any guarantor or surety to the Lender Bank shall remain unpaid or the Lender Bank is obligated under this Agreement to extend any credit to the Borrower.

Power of Attorney. Borrower hereby irrevocably constitutes and appoints the Lender as Borrower's its true and lawful attorney, with full powers of substitution, so long as there exists any Event of Default, at Lender’s option and at Borrower’s expense, to demand, collect, receipt for and give renewals, extensions, discharges and releases of any assigned Collateral; to institute and prosecute legal or equitable proceedings to realize upon the assigned Collateral; to sell or compromise, compound or adjust claims with respect to any assigned Collateral or any legal proceedings brought in respect thereof; to do all acts and things which Lender may deem necessary to perfect and continue perfected the interests, pledges and other rights and interests created herein and therein and to protect the Collateral security hereunder or alluded to herein or therein, or in other instruments and documents including, but not limited to, the completion of any security agreements, UCC filings, assignments, pledges, documents, instruments, statements or agreements, and any renewals or extensions thereof, and the insertion of information or terms not inconsistent with the agreement of Lender and Borrower in those and/or other instruments and documents; generally to sell or reassign in whole or in part for cash, credit or property to others or to itself at any public or private sale any of the Collateral as fully and completely as though Lender was the absolute owner thereof for all purposes and to apply all proceeds therefrom to a reduction of the Indebtedness of Borrower. Borrower further irrevocably appoints Lender its true and lawful attorney, with power of substitution, at the sole cost and expense of Borrower but for the sole benefit of the Lender, upon the occurrence of an so long as there exists any Event of Default or after DEMAND with respect to Obligations payable on DEMANDDefault, to convert the Collateral into cash, including, without limitation, completing the manufacture take control in any manner of any cash or processing of work in process, and the sale (either public non-cash items or private) of all payment 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 proceeds related 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 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 Lender shall designate; to endorse the name of Borrower in favor of the Lender upon any and all notes, acceptances, 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 receiptsfreight bills, warehouse receipts, chattel paper or other documents evidences of title payment of the same or different nature relating to the Collateral; to sign the name of Borrower on any notice of the Debtors or on verification of the CollateralCollateral that may come into Lxxxxx’s possession; and to signapply all proceeds therefrom to a reduction of the Indebtedness of Borrower. Lender may, if necessarywhenever in its opinion either the market value or the actual value of the Collateral shall be or become unsatisfactory or insufficient to provide ample security, call for additional security, and file or record on behalf of Borrower any financing or other statement agrees to deposit such additional security within such time as may be specified in order to perfect or protect the Lender’s security interest. The Lender shall not be obliged to do any of the acts or exercise any of the powers hereinabove authorized, but if the Lender elects to do any such act or exercise any such power, it shall not be accountable for more than it actually receives as a result of such exercise of power, and 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 Obligation of Borrower or any guarantor or surety to the Lender shall remain unpaid or the Lender is obligated under this Agreement to extend any credit to Borrowercall.

Power of Attorney. The Borrower hereby irrevocably constitutes and appoints the Lender Bank as the Borrower's true and lawful attorney, with full power of substitution, at the sole cost and expense of the Borrower but for the sole benefit of the LenderBank, upon the occurrence of or an Event of Default or after altar DEMAND with respect to Obligations payable on DEMAND, to convert the Collateral into cash, including, without limitation, completing the manufacture or processing of work in process, and the sale (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 the Borrower, including, including without limitation, executing releases or waivers, compromising or settling with any Debtors and prosecuting, defending, compromising or releasing any action relating to the Collateral; to receive, open upon and dispose of all mail addressed to the Borrower and to take make therefrom any remittances or r proceeds of Collateral in which the Lender Bank has a security interest; to notify Post Office authorities to change the address for delivery of mail addressed to the Borrower to such address as the Lender Bank shall designate; to endorse the name of the Borrower in favor of the Lender Bank upon any and all checks, drafts, money orders, notes, 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 Collateralcollateral, 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 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 Lender’s Bank's security interest. The Lender Bank shall not be obliged to do any of the acts or exercise any of the powers hereinabove authorized, but if the Lender 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 the Borrower except for its own gross negligence or willful misconduct. All powers conferred upon the Lender Bank by this Agreement, being coupled with an interest, shall be irrevocable so long as any Obligation of the Borrower or any guarantor or surety to the Lender Bank shall remain unpaid or the Lender Bank is obligated under this Agreement to extend any credit to the Borrower.

Power of Attorney. The Borrower hereby irrevocably constitutes and appoints the Lender as Borrower's Bank and the Bank’s designees from time to time its true and lawful attorneyattorneys-in-fact, with full power of substitution, at substitution in the sole cost and expense of Borrower but for the sole benefit of the Lender, premises upon the occurrence of an Event of a Default (a) to demand, collect, receipt for, settle, compromise, adjust, xxx for, foreclose or after DEMAND with respect to Obligations payable on DEMAND, to convert realize upon the Collateral into cashin such manner as the Bank may determine, includingwhether or not the Collateral is then due; (b) to receive, without limitation, completing the manufacture or processing of work in processopen, and dispose of mail addressed to the sale Borrower; (either public c) to endorse notes, checks, drafts, money orders, Documents or private) other evidences of all payment, shipment or storage or any portion or portions form of the inventory Collateral on behalf of and other Collateral; to enforce collection of the Collateral, either in its own name or in the name of the Borrower, including, without limitation, executing releases ; (d) to sign and send on behalf of the Borrower any invoice or waivers, compromising or settling with any Debtors and prosecuting, defending, compromising or releasing any action 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 CollateralBorrower’s name to the proofs of claim against any Account Debtor on behalf of the Borrower; to receive, open and dispose of all mail addressed to Borrower and to take therefrom any remittances or proceeds of Collateral in which the Lender has a security interest; (f) to notify Post Office the post office authorities to change the address for delivery of the Borrower’s mail addressed to Borrower to such an address as designated by the Lender shall designateBank; (g) to endorse Borrower’s name on all applications, documents, papers, certificates and instruments necessary or expedient for the name of Borrower in favor of Bank to use the 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 receiptsIntellectual Property, or bills of lading, storage receipts, warehouse receiptsnecessary 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 documents of title of the same or different nature relating formula with respect to the Collateral; to sign the name of Borrower on any notice of the Debtors or on verification of the CollateralIntellectual Property; and (h) to sign, if necessary, and file or record on behalf of Borrower any financing or other statement in order do all things necessary to perfect or protect the Lender’s security interestcarry out this Security Agreement. The Lender shall not Borrower hereby ratifies and approves all acts of such attorneys. Neither the Bank nor any attorney will be obliged to do liable for any of the acts or exercise omissions nor for any error of the powers hereinabove authorizedjudgment or mistake of fact or law, but if the Lender elects to do any such act absent gross negligence, bad faith 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 wilful misconduct. All powers conferred upon the Lender by this AgreementThis power, being coupled with an interest, shall be is irrevocable so long as any Obligation of Borrower or any guarantor or surety until the Liabilities have been fully satisfied. Notwithstanding anything herein to the Lender contrary, no attorney acting pursuant to this Section 9.5 shall remain unpaid or have any authority to confess judgment on behalf of the Lender is obligated under this Agreement to extend any credit to Borrower.

Power of Attorney. Borrower hereby irrevocably constitutes and appoints the Lender as Borrower's true and lawful ’s attorney, -in-fact with full power of substitution, for Borrower and any of its Subsidiary’s and in Borrower’s or any of its Subsidiary’s name to do, at the sole cost Lender’s option and at Borrower’s expense of Borrower but for the sole benefit of the Lender, upon the occurrence and during the continuance of an Event of Default or after DEMAND with respect to Obligations payable on DEMANDDefault, to convert the Collateral into cash(a) ask, demand, collect (including, without limitationbut not limited to the execution, completing the manufacture or processing of work in process, and the sale (either public or private) of all Borrower’s or any portion or portions Subsidiary’s name, of the inventory notification letters), xxx for, compound 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 the Lender has a security interest; to notify Post Office authorities to change the address give acquittance for delivery of mail addressed to Borrower to such address as the Lender shall designate; to endorse the name of Borrower in favor of the 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 payments assigned hereunder and to receive as secured party endorse, in writing or by stamp, Borrower’s name or otherwise on all checks for 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 Debtors or on verification monies in respect of the Collateral; (b) sign Borrower’s or any of its Subsidiaries’ name on any invoice or xxxx of lading for any account or drafts against Account Debtors; (c) settle and to signadjust disputes and claims about any accounts directly with Account Debtors, if necessaryfor amounts and on terms Lender determines reasonable; (d) make, settle, and file adjust all claims under Borrower’s insurance policies; (e) pay, contest or record settle any lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of Lender or a third party as the UCC or any applicable law permits. Borrower hereby appoints Lender as its lawful attorney-in-fact to sign Borrower’s or any of its Subsidiaries’ name on behalf of Borrower any financing or other statement in order documents necessary to perfect or protect continue the perfection of Lender’s security interestinterest in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligations) have been satisfied in full and Lender is under no further obligation to make extend Loans hereunder. The Lender shall not be obliged to do Lender’s foregoing appointment as Borrower’s or 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 powerits Subsidiaries’ attorney in fact, and it shall not be responsible to Borrower except for its own gross negligence or willful misconduct. All powers conferred upon the Lender by this Agreementall of Lender’s rights and powers, being coupled with an interest, shall be are irrevocable so long as any Obligation of Borrower or any guarantor or surety until all Obligations (other than inchoate indemnity obligations) have been fully repaid and performed and Lender’s obligation to the Lender shall remain unpaid or the Lender is obligated under this Agreement to extend any credit to Borrowerprovide Loans terminates.

Power of Attorney. Borrower hereby irrevocably constitutes Upon the occurrence of a failure to ----------------- pay an Obligation when due and appoints the Lender as Borrower's true and lawful attorney, with full power of substitution, at the sole cost and expense of Borrower but for the sole benefit of the Lender, payable or upon the occurrence of an Event a default hereunder, the Pledgor hereby appoints and constitutes the Trustee as the Pledgor's attorney-in-fact, with full authority in the place and stead of Default the Pledgor and in the name of the Pledgor or after DEMAND with respect otherwise, from time to Obligations payable on DEMANDtime in the Trustee's discretion, to convert take any action and to execute any instrument that the Collateral into cashTrustee may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, completing the manufacture following powers: (a) collection of proceeds of any Pledged Collateral; (b) conveyance of any item of Pledged Collateral to any purchaser thereof; (c) giving of any notices or processing recording of work any Liens under Section 5 hereof; and (d) paying or discharging taxes or Liens levied or placed upon the Pledged Collateral and paying the premiums under the QuickBird 2 Insurance, the legality or validity thereof and the amounts necessary to pay or discharge the same to be determined by the Trustee in processits sole reasonable discretion, and such payments made by the sale (either public or private) of all or any portion or portions Trustee to become part of the inventory and other Collateral; to enforce collection Obligations of the CollateralPledgor to the Trustee, either in its own name 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 Borrowerthe Pledgor, includingexecute and give receipt for any certificate of ownership or any document constituting Pledged Collateral, without limitationtransfer title to any item of Pledged Collateral, executing releases or waivers, compromising or settling with any Debtors and prosecuting, defending, compromising or releasing any action relating sign the Pledgor's name on all financing statements (to the Collateral; extent permitted by applicable law) or any other documents deemed necessary or appropriate by the Trustee to receivepreserve, open and dispose of all mail addressed to Borrower protect or perfect the security interest in the Pledged Collateral and to take therefrom any remittances or proceeds of Collateral in which file 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 Lender shall designate; to endorse the name of Borrower in favor of the Lender upon any same, prepare, file 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 Pledgor's name of Borrower on any notice of the Debtors or on verification of the Collateral; Lien, and to signtake any other actions arising from or incident to the powers granted to the Trustee in this Agreement. This power of attorney is coupled with an interest and is irrevocable by the Pledgor. Notwithstanding anything to the contrary stated herein, if necessary, and file the Trustee has no duty or record on behalf of Borrower any financing or other statement in order obligation to perfect or protect the Lender’s security interest. The Lender shall not be obliged to do any of the acts or exercise any of the powers hereinabove authorized, but if the Lender elects to do any such act or exercise any such power, it shall not be accountable for more than it actually receives as a result of such exercise of power, and it shall not be responsible to Borrower except for its own gross negligence or willful misconduct. All powers conferred upon the Lender by stated in this Agreement, being coupled with an interest, shall be irrevocable so long as any Obligation of Borrower or any guarantor or surety to the Lender shall remain unpaid or the Lender is obligated under this Agreement to extend any credit to BorrowerSection 7.

Power of Attorney. Each Borrower hereby irrevocably constitutes reaffirms its irrevocable appointment of the Agent, as its agent and appoints the Lender as Borrower's true and lawful attorney-in-fact, with full power of substitution, having full power and authority, in its own name, in the name of any Lender(s), in the name of any Borrower or otherwise (but at the sole cost and expense of Borrower but for the sole benefit Borrowers and without notice to any Borrower), to (i) upon an Event of Default, notify Account Debtors obligated on any of the LenderReceivables to make payments thereon directly to the lockbox referenced in Section 11.2 of this Agreement, upon and to take control of the occurrence cash and non-cash proceeds of any such Receivables, which right the Agent may exercise at any time whether or not an Event of Default shall have occurred and be continuing hereunder or after DEMAND with respect to Obligations payable on DEMANDwas theretofore making collections thereon; (ii) upon an Event of Default, to convert compromise, extend or renew any of the Collateral into cashconstituting Receivables or deal with any of the Collateral as the Agent may deem advisable; (iii) upon an Event of Default, includingrelease its interest in, make exchanges or substitutions for and/or surrender, all or any part of any Borrower’s interest in all or any part of the Collateral; (iv) upon an Event of Default, remove from any Borrower’s place(s) of business all books, records, ledger sheets, correspondence, invoices and documents relating to or evidencing any of the Collateral, or without limitationcost or expense to the Agent, completing make such use of any Borrower’s place(s) of business as may be reasonably necessary to administer, control and/or collect the manufacture Collateral; (v) upon an Event of Default, repair, alter or processing supply goods, if any, necessary to fulfill in whole or in part the purchase order of work in processany Account Debtor; (vi) demand, collect receipt for and upon an Event of Default, and the sale (either public or private) give renewals, extensions, discharges and releases of all or any portion or portions part of the inventory and other 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, either in its own name settle, renew, extend, compromise, compound, exchange or in adjust claims with respect to all or any part of the name Collateral or any legal proceedings brought with respect thereto; and (ix) upon an Event of BorrowerDefault, including, without limitation, executing releases or waivers, compromising or settling with any Debtors receive and prosecuting, defending, compromising or releasing any action relating to the Collateral; to receive, open and dispose of all mail addressed to any Borrower (other than mail sent to the Lockbox which may be received and to take therefrom opened in the ordinary course of Lockbox procedures irrespective of whether any remittances or proceeds Event of Collateral in which Default has occurred), and if an Event of Default exists hereunder, notify the Lender has a security interest; to notify Post Office authorities to change the address for the delivery of mail addressed to any Borrower to such address as the Lender shall Agent may designate; it being understood that the rights granted to the Agent in this clause (ix), which are operative on the occurrence of an Event of Default, shall not in any way limit or impair the other rights provided to the Agent and/or Lenders in this Agreement or any 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 Agent, as its agent and attorney-in-fact, with power of substitution, having full power and authority, in its own name, in the name of 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) and regardless of whether an Event of Default has occurred or any act, event or condition which with notice or the lapse of time, or both, would constitute an Event of Default has occurred, to (a) file financing statements and continuation statements covering the Collateral and execute the same on behalf of 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 in favor of the Lender upon any and all checks, drafts, money orders, notes, acceptances or other instruments items 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 payment relating to the Collateral; to sign the name Collateral or upon any proof of Borrower on claim in bankruptcy against any notice of the 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 the Lender’s security interest. The Lender shall not be obliged to do any of the acts or exercise any of the powers hereinabove authorized, but if the Lender elects to do any such act or exercise any such power, it shall not be accountable for more than it actually receives as a result of such exercise of power, and 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 Obligation of Borrower or any guarantor or surety to the Lender shall remain unpaid or the Lender is obligated under this Agreement to extend any credit to BorrowerAccount Debtor.

Power of Attorney. The Borrower hereby irrevocably constitutes and appoints the Lender Bank as the Borrower's true and lawful attorney, with full power of substitution, at the sole cost and expense of the Borrower but for the sole benefit of the LenderBank, upon the occurrence of an Event of Default or after DEMAND with respect to Obligations payable on DEMAND, to convert the Collateral into cash, including, without limitation, completing the manufacture or processing of work in process, and the sale (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 the Borrower, including, without limitation, executing releases or waivers, compromising or settling with any Debtors and prosecuting, defending, compromising or releasing any action relating to the Collateral; to receive, open and dispose of all mail addressed to the Borrower and to take therefrom any remittances or proceeds of Collateral in which the Lender Bank has a security interest; to notify Post Office authorities to change the address for delivery of mail addressed to the Borrower to such address as the Lender Bank shall designate; to endorse the name of the Borrower in In favor of the Lender 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 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 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 Lender’s Bank's security interest. The Lender Bank shall not be obliged to do any of the acts or exercise any of the powers hereinabove authorized, but if the Lender 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 the Borrower except for its own gross negligence or willful misconduct. All powers conferred upon the Lender Bank by this Agreement, being coupled with an interest, shall be irrevocable so long as any Obligation of the Borrower or any guarantor or surety to the Lender Bank shall remain unpaid or the Lender is Bank Is obligated under this Agreement to extend any credit to the Borrower.

Power of Attorney. Each Borrower hereby irrevocably constitutes and appoints the Lender as such Borrower's true and lawful attorney, with full power of substitution, at the sole cost and expense of such Borrower but for the sole benefit of the Lender, upon the occurrence of an Event of Default or after DEMAND with respect to Obligations payable on DEMAND, to convert the Collateral into cash, including, without limitation, completing the manufacture or processing of work in process, and the sale (either public or private) of all or any portion or portions of the inventory Inventory and other Collateral; to enforce collection of the Collateral, either in its own name or in the name of such Borrower, including, without limitation, executing releases or waiversreleases, compromising or settling with any Debtors and prosecuting, defending, compromising or releasing any action relating to the Collateral; to receive, open and dispose of all mail addressed to such Borrower 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 Lender shall designate; to endorse the name of such Borrower in favor of the 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 such Borrower on and to receive as secured party any of the Collateral, any invoicesinvoices 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 notice of the Debtors or on verification of the Collateral; and to sign, if necessary, sign and file or record on behalf of such Borrower any financing or other statement in order to perfect or protect the Lender’s '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 Borrower the Borrowers except for its own gross negligence or willful misconductmisconduct in bad faith. All powers conferred upon the Lender by this Agreement, being coupled with an interest, shall be irrevocable so long as any Obligation of Borrower or any guarantor or surety the Borrowers to the Lender shall remain unpaid or the Lender is obligated under this Agreement to extend any credit to Borrowerunpaid.

Power of Attorney. Borrower hereby irrevocably makes, constitutes and appoints the Lender (and any person designated by Lender) as Borrower's true and lawful attorney, -in-fact with full power of substitution, at to sign the sole cost and expense name of Borrower but for the sole benefit on any of the above described documents or on any other similar documents to be executed, recorded or filed in order to perfect or continue perfected Lender's continuing security interest in the Collateral including patent assignments and trademark assignments. In addition, Borrower hereby appoints Lender (and any person designated by Lender) as Borrower's attorney-in-fact with power to: (a) sign Borrower's name on verifications of Accounts, on other Collateral and, upon the continuance of an Event of Default, on notices to Account debtors; (b) send requests for verification of Accounts and other Collateral; (c) upon the continuance of an Event of Default, endorse Borrower's name on any checks, notes, acceptances, money orders, drafts or other forms of payment or security that may come into Lender's possession; (d) upon the occurrence of an Event of Default or after DEMAND with respect (except as provided in the Financing and Cash Collateral Order and subject to Obligations payable on DEMAND, to convert the Collateral into cash, including, without limitation, completing the manufacture or processing of work in process, and the sale (either public or private) of all or any portion or portions rights of the inventory and other Collateral; to enforce collection holders of the CollateralPrepetition Secured Obligations), either in its own name or in notify 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 the Lender has a security interest; to notify Post Office post office authorities to change the address for delivery of Borrower's mail to an address designated by Lender, to receive and open all mail addressed to Borrower Borrower, and to such address as retain all mail relating to the Lender shall designateCollateral and forward all other mail to Borrower; (e) upon the occurrence of an Event of Default (but subject to endorse the name of Borrower in favor rights of the Lender upon any and all checks, drafts, money orders, notes, acceptances or other instruments holders of the same or different nature; to sign Prepetition Secured Obligations) make, settle and adjust all claims under Borrower's policies of insurance, endorse the name of Borrower on and to receive as secured party any of the Collateralcheck, any invoicesdraft, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, instrument or other documents item of title payment for the proceeds of the same or different nature relating such policies of insurance and make all determinations and decisions with respect to the Collateral; to sign the name such policies of Borrower on any notice of the 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 the Lender’s security interestinsurance. The appointment of Lender shall not be obliged to do any as Borrower's attorney-in-fact and each and every one 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, Lender's rights and it shall not be responsible to Borrower except for its own gross negligence or willful misconduct. All powers conferred upon the Lender by this Agreementpowers, being coupled with an interest, shall be is irrevocable so long as any Obligation of Borrower or any guarantor or surety to the Accounts in which Lender shall has a continuing security interest remain unpaid or and until all of the Lender is obligated under this Agreement to extend any credit to BorrowerObligations have been fully repaid and performed.

Power of Attorney. Borrower hereby Each Grantor irrevocably makes, constitutes and appoints the Lender Agent (and all officers, employees or agents designated by the Agent) as Borrower's such Grantor’s true and lawful agent and attorney-in-fact, and in such capacity the Agent shall have the right, with full power of substitutionsubstitution for each Grantor and in each Grantor’s name or otherwise, at the sole cost and expense of Borrower but for the sole use and benefit of the LenderAgent and the other Credit Parties, (a) at any time, whether or not a Default or Event of Default has occurred, to take actions required to be taken by the Grantors under Section 2.1 of this Agreement, (b) upon the occurrence and during the continuance of a Cash Dominion Event or as otherwise permitted under the Credit Agreement, (i) to take actions required to be taken by the Grantors under Section 5.1 of this Agreement, and (ii) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; and (c) upon the occurrence and during the continuance of an Event of Default or after DEMAND with respect as otherwise permitted under the Credit Agreement, (i) to Obligations payable on DEMANDdemand, to convert the Collateral into cashcollect, includingreceive payment of, without limitation, completing the manufacture or processing of work in process, give receipt for and the sale (either public or private) give discharges and releases 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 ; (ii) to sign 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 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 Lender shall designate; to endorse the name of Borrower in favor of the 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 Grantor on and to receive as secured party any of the Collateral, any invoices, schedules of Collateral, freight or express receipts, or bills of lading, lading storage receipts, warehouse receipts, receipts or other documents of title of the same or different nature relating to any of the Collateral; (iii) to sign the name of Borrower 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 Debtors Collateral or on verification 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; and (ix) to signtake 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 necessaryany, 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 file (xii) to use, sell, assign, transfer, pledge, make any agreement with respect to or record on behalf of Borrower any financing otherwise deal with all or other statement in order to perfect or protect the Lender’s security interest. The Lender shall not be obliged to do any of the acts or exercise any of the powers hereinabove authorizedCollateral, but if the Lender elects and to do any such act or exercise any such power, it shall not be accountable for more than it actually receives as a result all other acts and things necessary to carry out the purposes 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 Lender by this Agreement, being 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, shall be irrevocable so long as any Obligation of Borrower or any guarantor or surety to the Lender shall remain unpaid or the Lender interest and is obligated under this Agreement to extend any credit to Borrowerirrevocable.

Power of Attorney. Borrower hereby irrevocably constitutes and appoints the Lender as Borrower's its true and lawful attorney-in-fact, coupled with full an interest and with power of substitution, at the sole cost to do any and expense of Borrower but for the sole benefit all of the Lender, upon following after the occurrence and during the continuance of an Event of Default Default: to take control in any manner of any cash and noncash items of payment or after DEMAND with respect to Obligations payable on DEMAND, to convert the Proceeds of Collateral which come 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 CollateralLender's possession; to enforce collection of the Collateral, either in its own name or in endorse the name of Borrower on any notes, acceptances, checks, drafts, money orders, chattel paper or other evidences of payment that may come into Lender's possession; to sign Borrower, including, without limitation, executing releases 's name on any invoice or waivers, compromising or settling with any Debtors and prosecuting, defending, compromising or releasing any action document relating to the any Collateral; , on drafts against customers, and on notices to receive, open and dispose of all mail addressed to Borrower and to take therefrom any remittances or proceeds of Collateral in which the Lender has a security interestcustomers; to notify Post Office 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 to such address as the Lender shall designate; to endorse the name of Borrower in favor of the 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 Debtors or on verification of the CollateralBorrower; and to sign, if necessary, and file or record on behalf of Borrower any financing or other statement in order do all things necessary to perfect preserve or protect the Lender’s security interestCollateral and to otherwise carry out this Agreement. The Provided Lender acts in Good Faith, Borrower ratifies and approves all acts of such attorney, and neither Lender nor the attorney shall not be obliged to do liable for any of the acts or exercise omissions nor for any error of the powers hereinabove authorized, but if the Lender elects to do any such act judgment or exercise any such power, it shall not be accountable for more than it actually receives as a result mistake of such exercise of power, and it shall not be responsible to Borrower except for its own fact or law absent gross negligence or willful misconductmisconduct by Lender. All powers conferred upon 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 valid endorsement of Borrower. Borrower further hereby irrevocably appoints Lender by this Agreementas its true and lawful attorney-in-fact, being coupled with an interestinterest and with power of substitution, shall be irrevocable so long as for the purpose, at any Obligation time or times, of executing for Borrower, and in Borrower's name, financing statements and amendments thereto with respect to any of the Collateral and filing any of the same. Borrower or any guarantor or surety to the Lender shall remain unpaid or the Lender is obligated under further agrees that a copy of this Agreement to extend any credit to Borrowermay be filed as a financing statement.

Power of Attorney. Borrower hereby irrevocably constitutes and appoints the Lender as Borrower's true and lawful attorney, with full power of substitution, at the sole cost and expense of Borrower but for the sole benefit In addition to all of the Lenderpowers granted to the Collateral Agent pursuant to Section 14.4 of the Indenture, the Pledgor hereby appoints and constitutes the Collateral Agent as the Pledgor's attorney-in-fact to exercise all of the following powers upon and at any time after the occurrence and during the continuance of an Event of Default (as defined in the Indenture): (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 after DEMAND with respect recording of any Liens under Section 5 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 or threatened against the Pledged Collateral, the legality or validity thereof and the amounts necessary to Obligations payable on DEMAND, discharge the same to convert be determined by the Collateral into cashAgent in its sole discretion, includingand such payments made by the Collateral Agent to become the obligations of the Pledgor to the Collateral Agent, due and payable immediately without demand. The Collateral Agent's authority hereunder shall include, without limitation, completing the manufacture authority to endorse and negotiate, for the Collateral Agent's own account, any checks 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 enforce collection of the Collateral, either in its own name or instruments in the name of Borrowerthe Pledgor, includingexecute and give receipt for any certificate of ownership or any document, without limitationtransfer title to any item of Pledged Collateral, executing releases sign the Pledgor's name on all financing statements or waiversany other documents deemed necessary or appropriate to preserve, compromising protect or settling with any Debtors and prosecuting, defending, compromising or releasing any action relating to perfect the Collateral; to receive, open and dispose of all mail addressed to Borrower security interest in the Pledged Collateral and to take therefrom any remittances or proceeds of Collateral in which file 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 Lender shall designate; to endorse the name of Borrower in favor of the Lender upon any same, prepare, file 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 Pledgor's name of Borrower on any notice of Lien, and prepare, file and sign the Debtors Pledgor's name on a proof of claim in bankruptcy or on verification similar document against any customer of the Collateral; Pledgor, and to sign, if necessary, and file take any other actions arising from or record on behalf of Borrower any financing or other statement in order incident to perfect or protect the Lender’s security interest. The Lender shall not be obliged to do any of the acts or exercise any of the powers hereinabove authorized, but if granted to 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 Borrower except for its own gross negligence or willful misconduct. All powers conferred upon the Lender by Collateral Agent in this Agreement, being . This power of attorney is coupled with an interest, shall be interest and is irrevocable so long as any Obligation of Borrower or any guarantor or surety to by the Lender shall remain unpaid or the Lender is obligated under this Agreement to extend any credit to BorrowerPledgor.

Power of Attorney. Borrower Subject to the provisions of Section 5.11 of this Agreement regarding the handling of Business Proceedings and Excluded Liabilities, and specifically referencing Section 5.8, Ceding Company does hereby irrevocably constitutes appoint and appoints the Lender name Reinsurer, acting through Reinsurer’s authorized officers and employees, as Borrower's true and Ceding Company’s lawful attorney, with full power of substitution, at the sole cost and expense of Borrower but for the sole benefit of the Lender, upon the occurrence of an Event of Default or after DEMAND attorney in fact with respect to Obligations payable on DEMANDthe rights, duties, privileges and obligations of Ceding Company relating to convert the Collateral into cashReinsured Policies and Other Agreements, including, without limitation, completing (i) to do any and all lawful acts that Ceding Company might have done with respect to the manufacture or processing of work in processReinsured Policies and Other Agreements, and (ii) to proceed by all lawful means (A) to perform any and all of Ceding Company’s obligations under the sale Reinsured Policies and Other Agreements, (either public or privateB) of all or any portion or portions of the inventory and other Collateral; to enforce collection of any right and defend against any liability arising under the CollateralReinsured Policies and Other Agreements, either in its own name (C) to xxx or defend (in the name of BorrowerCeding Company, includingwhen necessary) any action arising under the Reinsured Policies and Other Agreements, without limitation(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, executing (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 or waivers, compromising or settling and other papers in connection with any Debtors and prosecutingof the foregoing matters, defending, compromising or releasing any action relating to the Collateral; to receive, open and dispose of all mail addressed to Borrower and (G) to take therefrom any remittances or proceeds 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 Collateral Commissions in which connection with the Lender has a security interest; Reinsured Policies, (J) to notify Post Office authorities to change the address for delivery of mail addressed to Borrower to such address as the Lender shall designate; to endorse establish and maintain bank accounts in the name of Borrower Ceding Company and issue drafts and make deposits thereon for the purpose of performing the Administrative Services, and (K) to do everything lawful in favor connection with the satisfaction of the Lender upon any Reinsurer’s obligations 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 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 the Lender’s security interest. The Lender shall not be obliged to do any of the acts or exercise any of the powers hereinabove authorized, but if the Lender elects to do any such act or exercise any such power, it shall not be accountable for more than it actually receives as a result of such exercise of power, and it shall not be responsible to Borrower except for its own gross negligence or willful misconduct. All powers conferred upon the Lender by rights under this Agreement, being coupled with an interest, shall be irrevocable so long as any Obligation of Borrower or any guarantor or surety to the Lender shall remain unpaid or the Lender is obligated under this Agreement to extend any credit to Borrower.

Power of Attorney. Borrower hereby irrevocably constitutes and appoints the DIP Lender as Borrower's ’s true and lawful attorney, with full power of substitution, at the sole cost and expense of Borrower but for the sole benefit of the DIP Lender, upon the occurrence and during the continuation of an Event of Default which has not been cured or after DEMAND with respect to Obligations payable on DEMANDwaived 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 inventory Collateral (subject to the notice and other Collateralterms provided in Section 8.1, above); to enforce collection of the Collateral, either in its own name or in the name of Borrower, including, without limitation, executing releases or waivers, compromising or settling with any Account Debtors and prosecuting, defending, compromising or releasing any action relating to the Collateral; to receive, open and dispose of all mail addressed to Borrower and to take therefrom any remittances or proceeds of Collateral in which the DIP Lender has a security interest; to notify Post Office applicable postal authorities to change the address for delivery of mail addressed to Borrower to such address as the DIP Lender shall designate; to endorse the name of Borrower in favor of the 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 the DIP Lender’s security interest. The DIP Lender shall not be obliged to do any of the acts or exercise any of the powers hereinabove authorized, but if the 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 for its own in the event that such DIP Lender 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 the DIP Lender by this Agreement, being coupled with an interest, shall be irrevocable so long as any Obligation of Borrower or any guarantor or surety to the DIP Lender shall remain unpaid or the DIP Lender is are obligated under this Agreement to extend any credit to Borrower.

Power of Attorney. Borrower Seller hereby irrevocably constitutes appoints Purchaser and appoints the Lender its designees as BorrowerSeller's true and lawful attorneyattorney in fact, with full power to exercise in Purchaser's discretion, and regardless of substitution, at the sole cost and expense of Borrower but for the sole benefit of the Lender, upon the occurrence of whether an Event of Default or after DEMAND is then existing, all of the following powers, such powers being coupled with an interest: (A) to notify all Account Debtors with respect to Obligations payable on DEMANDthe Purchased Accounts to make payment directly to Purchaser; (B) to receive, to convert the Collateral into cash, including, without limitation, completing the manufacture or processing of work in processdeposit, and the sale (either public or private) of endorse Seller's name on all or any portion or portions of the inventory checks, drafts, money orders and other Collateral; to enforce collection forms 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 payment relating to the CollateralPurchased Accounts; (C) to demand, collect, receive, xxx and give releases to any Account Debtor for the monies due or which may become due on or in connection with the Purchased Accounts; (D) to compromise, prosecute, or defend any action, claim, case, or proceeding relating to the Purchased Accounts, including the filing of a claim or the voting of such claims in any bankruptcy case, all in Purchaser's name or Seller's name, as Purchaser may elect; (E) to sell, assign, transfer, pledge, compromise, or discharge any Purchased Accounts; (F) to receive, open open, redirect and dispose of all mail addressed to Borrower Seller for the purpose of collecting the Purchased Accounts and to take therefrom all the actions permitted in subsection (B) above with respect to any remittances or proceeds of Collateral payments in which the Lender has a security interestany such mail; (G) to notify Post Office authorities to change the address for delivery of mail addressed to Borrower to such address as the Lender shall designate; to endorse execute in the name of Borrower Seller and file against Seller in favor of Purchaser such financing statements and other agreements as Purchaser deems necessary to evidence or perfect its security interest in the Lender upon any Purchased Accounts and all checks, drafts, money orders, notes, acceptances or the 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 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 the Lender’s security interest. The Lender shall not be obliged (H) to do all acts and things necessary or expedient, in furtherance of any such purposes. Upon the occurrence of an Event of Default, all of the acts or exercise any power of the powers hereinabove authorized, but if the Lender elects attorney rights granted by Seller 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 Lender by this Agreement, being coupled with an interest, Purchaser hereunder shall be irrevocable so long as any Obligation of Borrower or any guarantor or surety applicable with respect to the Lender shall remain unpaid or the Lender is obligated under this Agreement to extend any credit to Borrowerall Collateral.

Power of Attorney. Borrower The Debtor hereby irrevocably constitutes and appoints the Lender Secured Party (acting through any officer of the Secured Party) as Borrower's Debtor’s true and lawful attorney, with full power of substitution, at the sole cost and expense of Borrower but for the sole benefit of the Lender, upon following the occurrence and during the continuation of an Event of Default 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, defend, compromise, or after DEMAND with respect to Obligations payable on DEMAND, to convert the Collateral into cash, including, without limitation, completing the manufacture or processing of work in process, and the sale (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 release any action relating to the Collateral; to receive, open and dispose (ii) sign change of 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 address forms to change the address for delivery of to which the Debtor’s mail addressed is to Borrower be sent to such address as the Lender Secured Party shall designate; to receive and open the Debtor’s mail; (iii) endorse the name of Borrower the relevant Debtor in favor of the Lender Secured Party upon any and all checks, drafts, money orders, notes, acceptances acceptances, or other instruments of the same items or different natureinstruments; to sign and endorse the name of Borrower on the relevant Debtor on, and to receive as secured party 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 respectively relating to the Collateral; to (iv) sign the name of Borrower 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 Debtors Debtor and (vii) use, license or on verification transfer any or all General Intangibles of the Collateral; and to signDebtor. In connection with all powers of attorney described above, if necessary, and file or record on behalf the Debtor hereby grants unto the Secured Party (acting through any of Borrower any financing or other statement in order to perfect or protect the Lender’s security interest. The Lender shall not be obliged its officers) full power to do any of and all things necessary or appropriate in connection with 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 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 power, this Agreement. No power of attorney set forth above shall be affected by any disability or incapacity suffered by the Debtor and it each shall not be responsible to Borrower except for its own gross negligence or willful misconductsurvive the same. All powers conferred upon the Lender by this AgreementSecured Party herein, being coupled with an interest, shall be irrevocable so long as any Obligation until this Agreement is terminated by a written instrument executed by a duly authorized officer of Borrower or any guarantor or surety the Secured Party. Notwithstanding anything herein to the Lender shall remain unpaid contrary, Debtor hereby appoints Secured Party its power of attorney to sign Debtor’s name on any documents necessary to perfect or continue the Lender perfection of any security interest regardless of whether an Event of Default has occurred until all Obligations have been satisfied in full and Secured Party is obligated under this Agreement no further obligation to extend any credit to Borrowermake loans or advances hereunder.

Power of Attorney. In order to permit Lender to exercise the rights and remedies set forth herein, Borrower hereby irrevocably constitutes and appoints the Lender as Borrower's true its attorney-in-fact and lawful attorney, agent with full power of substitution, at in the sole cost and expense name of Borrower but for the sole benefit of the Lender, upon the occurrence of an Event of Default or after DEMAND with respect to Obligations payable on DEMAND, to convert the Collateral into cash, including, without limitation, completing the manufacture or processing of work in process, and the sale (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 Lender or in the name of Borrower, includingto 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, executing releases or waivers, compromising or settling with any Debtors and prosecuting, defending, compromising or releasing any action relating to the Collateral; to Gaming Laws: (i) receive, open and dispose of examine all mail addressed to Borrower and retain any such mail relating to take therefrom any remittances or proceeds of the Collateral in which the Lender has a security interest; to notify Post Office authorities to change the address for delivery of mail addressed and return to Borrower to such address as the Lender shall designateonly that mail which is not so related; to endorse the name of Borrower in favor of the Lender upon any and all checks, drafts, money orders, notes, acceptances or other instruments of the same or different nature; to sign and (ii) endorse the name of Borrower on and any checks or other instruments or evidences of payment or other documents, drafts, or instruments arising in connection with or pertaining to receive as secured party any of the Collateral, to the extent that any invoicessuch items come into the possession of Lender; (iii) compromise, freight prosecute or express receiptsdefend any action, claim, or bills of ladingproceeding concerning the Collateral; (iv) perform any and all acts which Borrower is obligated to perform under the Loan Documents; (v) exercise such rights as Borrower might exercise with respect to the Collateral, storage receiptsincluding, warehouse receiptswithout limitation, the leasing or other documents utilization thereof and the collection of title any such rents or other payments applicable thereto; (vi) give notice of the same or different nature relating 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 in Borrower's name and file any notices, financing statements and other documents or instruments Lender determines are necessary or required to sign carry out fully the name of Borrower on any notice intent and purpose of the Debtors Loan Documents or on verification to perfect the Lender Lien. Borrower hereby ratifies and approves all that Lender shall do or cause to be done by virtue of the Collateral; power of attorney granted herein 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 Lender’s security interest. The agrees that neither Lender shall not be obliged to do nor any of the Lenders employees, agents, officers, or its attorneys will be liable for any acts or exercise 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 a court of competent jurisdiction in a decision which no longer is subject to appeal to be the result 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 Borrower except for its own gross negligence or the willful misconductor wanton misconduct of Lender or any such employees, agents, officers or attorneys of Lender. All powers conferred upon the The appointment of Lender by this Agreement, being as Borrower's attorney-in-fact is a power coupled with an interest, shall be irrevocable so long as any Obligation of Borrower or any guarantor or surety to the Lender and therefore shall remain unpaid or the Lender is obligated under this Agreement to extend any credit to irrevocable until all of Borrower's Obligations have been paid and performed in full.

Power of Attorney. The Borrower hereby irrevocably constitutes and appoints the Lender as the Borrower's true and lawful attorney, with full power of substitution, at the sole cost and expense of the Borrower but for the sole benefit of the Lender, upon the occurrence of an Event of Default or after DEMAND with respect to Obligations payable on DEMAND, to convert the Collateral into cash, including, without limitation, completing the manufacture or processing of work in process, and the sale (either public or private) of all or any portion or portions of the inventory Inventory and other Collateral; to enforce collection of the Collateral, either in its own name or in the name of the Borrower, including, without limitation, executing releases or waiversreleases, 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 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 Borrower to such address as the Lender shall designate; designate 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 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 invoicesinvoices 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 notice of the Debtors or on verification of the Collateral; and to sign, if necessary, sign and file or record on behalf of the Borrower any financing or other statement in order to perfect or protect the Lender’s '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 its own gross negligence or willful misconductmisconduct in bad faith. All powers conferred upon the Lender by this Agreement, being coupled with an interest, shall be irrevocable so long as any Obligation of the Borrower or any guarantor or surety to the Lender shall remain unpaid or the Lender is obligated under this Agreement to extend any credit to Borrowerunpaid.

Power of Attorney. Borrower (a) The Lenders hereby irrevocably constitutes and appoints the Lender as Borrower's true and lawful grant Servicer an irrevocable, special power of attorney, coupled with full power of substitutionan interest, at the sole cost and expense of Borrower but for the sole benefit to perform all acts that Servicer is authorized to perform on behalf of the Lender, upon the occurrence of an Event of Default or after DEMAND with respect Lenders pursuant to Obligations payable on DEMAND, to convert the Collateral into cash, this Agreement including, without limitation, completing the manufacture power to enforce the terms of the Loan Documents, to assume and enter into contracts for the completion of the construction or processing renovation of work the Improvements or any phase thereof, to take title to the Property as trustee or nominee for the Lenders, to cause title to the Property to be taken in process, and the sale (either public or private) name of all or any portion or portions of the inventory and other Collateral; to enforce collection of the Collateral, either Lenders as tenants in its own name common or in the name of Borrowera corporation or partnership or limited liability company of which the Lenders shall constitute the shareholders or partners or members, includingto initiate legal action against any Lender who has failed to timely pay its share of loan servicing fees, without limitationproperty management fees or an Assessment when such amounts are due and to manage, executing releases encumber 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 waiversdefend any litigation which seeks to restrain such foreclosure proceedings, compromising accept reinstatements, bid at a foreclosure sale and otherwise conduct judicial or settling non-judicial foreclosure proceedings; file, prosecute and defend legal actions and otherwise enforce the terms of the Loan Documents; employ attorneys, accountants, appraisers, contractors and other third parties; obtain market studies and other reports; enter into forbearance and modification agreements, and enter into contracts for and execute documents in connection with any Debtors and prosecutingthe refinancing or sale of the Property, defendingincluding the execution of deeds of trust or grant deeds. This power of attorney shall not be affected by subsequent incapacity of the principal. Additionally, compromising or releasing any action relating this power of attorney is given by the Lender signing below to secure its performance of its obligations under this Agreement for the Collateral; to receive, open and dispose benefit of 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 Lender shall designate; to endorse the name of Borrower in favor of the 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 upon any and all checksfails to timely pay his or her pro rata share of loan servicing fees, draftsproperty management fees or an Assessment, money ordersServicer is hereby authorized, notes, acceptances either on its own behalf 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 Debtors or on verification of the Collateral; and to sign, if necessary, and file or record on behalf of Borrower any financing or the other statement in order Lenders, to perfect or protect commence legal action against the delinquent Lender’s security interest. The Lender shall not Since the investment of all Lenders could be obliged jeopardized by the inability of Servicer to do any perform its duties hereunder, including the taking of Protective Actions, due to the acts or exercise any lack 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 powerfunds, and it shall not in the interest of a quick determination, Lender and Servicer hereby waive the right to raise any other claims and counter-claims at said hearing. Said claims and counter-claims may 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 Obligation subject of Borrower or any guarantor or surety to the Lender shall remain unpaid or the Lender is obligated under this Agreement to extend any credit to Borrowera subsequent action.

Power of Attorney. Each of Borrower and each of its Subsidiaries hereby irrevocably constitutes makes, constitutes, and appoints the Lender (and any of Lender’s officers, employees, or agents designated by Lender), as Borrower's its true and lawful attorney-in-fact, with full power of substitution, at to: (a) sign the sole cost and expense name of Borrower but for or any of Borrower’s Subsidiaries on any document to be executed, recorded, or filed in order to perfect or continue perfected Lender’s Lien upon the sole benefit Collateral if Borrower or any of the Borrower’s Subsidiaries fails to do so promptly after request therefor by Lender, including filing any financing statement or amendments thereto or continuation statement or assignments of financing statements previously filed in favor of UBOC to Lender, all without the signature of Borrower or any of Borrower’s Subsidiaries; (b) upon the occurrence and during the continuance of an Event of Default Default, sign Borrower’s or after DEMAND with respect any of Borrower’s Subsidiaries’ name on any invoice or bxxx of lading relating to Obligations payable on DEMANDany Account, to convert the Collateral into cashdrafts against Account Debtors, includingschedules and assignments of Accounts, without limitation, completing the manufacture or processing verifications of work in processAccounts, and notices to Account Debtors; (c) send requests for verification of Accounts; (d) upon the sale (either public or private) occurrence and during the continuance of all an Event of Default, endorse Borrower’s 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’s Subsidiaries’ name on any checks, includingnotices, without limitationacceptances, executing releases money orders, drafts, or waiversother forms of payment or security that may come into Lender’s possession; and (e) upon the occurrence and during the continuance of an Event of Default, compromising or settling with any Debtors and prosecuting, defending, compromising or releasing any action relating to (i) notify 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 Lender has a security interest; to notify Post Office post office authorities to change the address for delivery of Borrower’s or any of Borrower’s Subsidiaries’ mail to an address designated by Lender, to receive and open all mail addressed to Borrower to such address as the Lender shall designate; to endorse the name or any of Borrower in favor of the Lender upon any and all checksBorrower’s Subsidiaries, 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 retain all mail relating to the Collateral; Collateral and forward all other mail to sign the name Borrower or any of Borrower on any notice of the Debtors or on verification of the Collateral; and to signBorrower’s Subsidiaries, if necessary(ii) make, settle, and file adjust all claims under Borrower’s or record on behalf any of Borrower Borrower’s Subsidiaries’ policies of insurance and make all determinations and decisions with respect to such policies of insurance, and (iii) settle and adjust disputes and claims respecting any financing of Borrower’s or other statement in order its Subsidiaries’ Accounts directly with the applicable Account Debtors for amounts and upon terms that Lender determines to perfect or protect the be reasonable, and Lender may cause to be executed and delivered any documents and releases that Lender determines to be necessary. The appointment of Lender as each of Borrower’s and each of its Subsidiaries’ attorney-in-fact, and each and every one of Lender’s security interest. The Lender shall not be obliged to do any of the acts or exercise any of the powers hereinabove authorized, but if the Lender elects to do any such act or exercise any such power, it shall not be accountable for more than it actually receives as a result of such exercise of power, rights and it shall not be responsible to Borrower except for its own gross negligence or willful misconduct. All powers conferred upon the Lender by this Agreementpowers, being coupled with an interest, shall be is irrevocable so long until all of the Obligations have been fully repaid and performed and Lender’s obligations hereunder are terminated. NEITHER LENDER, NOR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, ATTORNEYS, AGENTS OR REPRESENTATIVES SHALL BE RESPONSIBLE TO BORROWER OR ANY OF BORROWER’S SUBSIDIARIES FOR ANY ACT OR FAILURE TO ACT PURSUANT TO THE POWERS GRANTED UNDER THE POWER OF ATTORNEY HEREIN OR OTHERWISE, EXCEPT FOR ITS OR THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. Each of Borrower and its Subsidiaries also hereby (i) authorize Lender to file any financing statements, continuation statements or amendments thereto or assignments of financing statements previously filed in favor of UBOC to the Lender that (A) indicate the Collateral (I) as any Obligation all assets of Borrower or any guarantor of its Subsidiaries (or surety any portion of Borrower’s or any of its Subsidiaries’ assets) or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of such jurisdiction, or (II) as being of an equal or lesser scope or with greater detail, and (B) contain any other information required by Part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement, continuation statement or amendment, including (I) whether Borrower or any of its Subsidiaries are an organization, the type of organization and any organization identification number issued to Borrower and each of its Subsidiaries, and (II) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates, (ii) agrees to furnish any such information to Lender promptly upon request, and (iii) ratify its authorization for Lender to have filed any initial financial statements, or amendments thereto or assignments of financing statements previously filed in favor of UBOC to Lender if filed prior to the date hereof. Each of Borrower and each of its Subsidiaries acknowledge that it is not authorized to file any financing statement or amendment or termination statement or assignment with respect to any financing statement without the prior written consent of Lender shall remain unpaid or and agrees that it will not do so without the Lender is obligated under this Agreement to extend any credit prior written consent of Lender, subject to Borrower’s and each of its Subsidiaries’ rights under Section 9509(d)(2) of the UCC.

Power of Attorney. Borrower Upon the occurrence of a Default, the Debtor authorizes the Secured Party and does hereby irrevocably constitutes make, constitute and appoints appoint the Lender as Borrower's true Secured Party, and lawful attorneyany officer or agent of the Secured Party, with full power of substitution, at as the sole cost Debtor's true and expense of Borrower but for the sole benefit of the Lenderlawful attorney-in-fact coupled with an interest, upon the occurrence of an Event of Default or after DEMAND with respect to Obligations payable on DEMANDpower, 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 inventory and other Collateral; to enforce collection of the Collateral, either in its own name or in the name of BorrowerDebtor, includingupon the occurrence of a Default (subject, without limitationhowever, executing releases to the rights of any holders of superior liens or waivers, compromising or settling with any Debtors and prosecuting, defending, compromising or releasing any action security interests 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 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 Lender shall designate; ) to endorse the name of Borrower in favor of the Lender upon any and all notes, checks, drafts, money orders, notes, acceptances or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the same or different natureCollateral that may come into possession of the Secured Party; to sign and endorse the name of Borrower on and to receive as secured party any of the Collateral, any invoicesinvoice, freight or express receiptsxxxx, or bills xxxx of lading, storage receipts, or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents relating to Collateral; to pay or discharge taxes, liens, security interests or other documents of title of the same encumbrances at any time levied or different nature relating to placed on or threatened against the Collateral; to sign the name of Borrower on any notice of the Debtors or on verification demand, collect, receipt for, compromise, settle and xxx for monies due in respect of the Collateral; and, generally, to do, at the Secured Party's option and at the Debtor's expense, at any time, or from time to signtime, if necessaryall acts and things which the Secured Party deems reasonably necessary to protect, preserve and file or record on behalf of Borrower any financing or other statement realize upon the Collateral and the Secured Party's security interest therein in order to perfect effect the intent of this Agreement and of the Notes all as fully and effectually as the Debtor might or protect could do; and the Lender’s security interestDebtor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. The Lender This power of attorney shall not be obliged to do irrevocable for the term of this Agreement and thereafter as long as 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 Borrower except for its own gross negligence or willful misconduct. All powers conferred upon the Lender by this Agreement, being coupled with an interest, Secured Obligations shall be irrevocable so long as any Obligation of Borrower or any guarantor or surety to the Lender shall remain unpaid or the Lender is obligated under this Agreement to extend any credit to Borroweroutstanding.

Power of Attorney. Borrower Each Grantor hereby irrevocably constitutes and appoints Secured Party or any other Person whom Secured Party may designate as the Lender as Borrower's true and lawful Grantor attorney-in-fact, with full power and authority in place and stead of substitution, at such Grantor and in the sole cost and expense name of Borrower but for the sole benefit of the Lender, upon the occurrence of an Event of Default such Grantor or after DEMAND with respect to Obligations payable on DEMAND, to convert the Collateral into cash, including, without limitation, completing the manufacture or processing of work in process, and the sale (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 to: (a) endorse such Grantor’s name on any checks, notes, acceptances, money orders, drafts or in the other forms of payment or security that may come into Secured Party’s possession; (b) sign such Grantor’s name on any invoice or xxxx of Borrower, including, without limitation, executing releases or waivers, compromising or settling with any Debtors and prosecuting, defending, compromising or releasing any action lading relating to any Receivables, drafts against customers, schedules and assignments of Receivables, notices of assignment, financing statements and other public records, verifications of account and notices to or from Customers; (c) verify the Collateralvalidity, amount or any other matter relating to any Receivable by mail, telephone, telegraph or otherwise with Customers; (d) execute customs declarations and such other documents as may be required to clear Inventory through United States Customs; (e) do all things necessary to carry out this Agreement and all other Transaction Documents; (f) continue any insurance existing pursuant to the terms of this Agreement and pay all or any part of the premium therefor and the cost thereof; and (g) notify the post office authorities to change the address for delivery of such Grantor’s mail to an address designated by Secured Party, and to receive, open and dispose of all mail addressed to Borrower such Grantor. Each Grantor hereby ratifies 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 Lender shall designate; to endorse the name of Borrower in favor approves all acts of the 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 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 the Lender’s security interestattorney. The Lender powers conferred on Secured Party hereunder are solely to protect its interests in the Collateral and shall not be obliged impose any duty upon it 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 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, 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 Lender by this Agreement, being coupled with an interest, shall be is irrevocable so long as any Obligation 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 Borrower or any guarantor or surety to the Lender shall remain unpaid or the Lender is obligated rights conferred on it under this Agreement to extend any credit to BorrowerArticle 5 until the occurrence and continuation of an Event of Default.

Power of Attorney. Borrower The Debtor authorizes the Agent and does hereby irrevocably constitutes make, constitute and appoints appoint the Lender as Borrower's true Agent, and lawful attorneyany officer or agent of the Agent, with full power of substitution, at as the sole cost Debtors true and expense of Borrower but for the sole benefit of the Lenderlawful attorney-in-fact, upon the occurrence of an Event of Default or after DEMAND with respect to Obligations payable on DEMANDpower, 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 inventory and other Collateral; to enforce collection of the Collateral, either in its own name or in the name of Borrowerthe Debtor: (a) to endorse any notes, includingchecks, without limitationdrafts, executing releases money orders, or waiversother 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 t Agent; (b) to sign and endorse any invoice, compromising freight or settling express xxxx, xxxx of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with any Debtors accounts, and prosecuting, defending, compromising or releasing any action 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, open and dispose of all mail addressed to Borrower the Debtor and to take therefrom any remittances or proceeds of Collateral in which notify the Lender has a security interest; to notify Post Office authorities to change the address for delivery of mail addressed to Borrower the Debtor to such address as the Lender shall Agent may designate; and (f) generally to endorse do, at the name of Borrower in favor of Agents option and at the Lender upon Debtors expense, at 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 receiptstime, or bills of ladingfrom time to time, storage receiptsall acts and things which the Agent deems necessary to protect, warehouse receipts, or other documents of title of preserve and realize upon the same or different nature relating to Collateral and the Collateral; to sign the name of Borrower on any notice of the 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 Secured Parties security interest therein in order to perfect effect the intent of this Security Agreement, the Guaranty and the Credit Agreement, all as fully and effectually as the Debtor might or protect could do; and the Lender’s security interestDebtor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. The Lender All acts of said attorney or designee are hereby ratified and approved and said attorney or designee shall not be obliged to do liable for any acts of the acts commission or exercise omission, nor for any error or judgment or mistake of the powers hereinabove authorized, but if the Lender elects to do any such act fact 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 law except for its own gross negligence or willful misconduct. All powers conferred upon the Lender by this Agreement, being coupled with an interest, This power of attorney shall be irrevocable so for the term of this Security Agreement and thereafter as long as any Obligation of Borrower or any guarantor or surety to the Lender Obligations shall remain unpaid or the Lender is obligated under this Agreement to extend any credit to Borrowerbe outstanding.

Power of Attorney. Borrower hereby Each Grantor irrevocably makes, constitutes and appoints the Lender Collateral Agent (and all officers, employees or agents designated by the Collateral Agent) as Borrower's such Grantor’s true and lawful agent and attorney-in-fact, and in such capacity the Collateral Agent shall have the right, with full power of substitutionsubstitution for each Grantor and in each Grantor’s name or otherwise, at the sole cost and expense of Borrower but for the sole use and benefit of the LenderCollateral Agent and the other Credit Parties, (a) at any time, whether or not a Default or Event of Default has occurred, to make any filing described in SECTION 2.01 of this Agreement and such other documents as the Collateral Agent may deem reasonably necessary or desirable to protect or perfect the interest of the Collateral Agent in the Collateral (subject to the limitations and exceptions set forth herein or in any other Loan Document) and (b) upon the occurrence and during the continuance of an Event of Default or after DEMAND with respect Default, (i) to Obligations payable on DEMANDdemand, to convert the Collateral into cashcollect, includingreceive payment of, without limitation, completing the manufacture or processing of work in process, give receipt for and the sale (either public or private) give discharges and releases 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 ; (ii) to sign 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 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 Lender shall designate; to endorse the name of Borrower in favor of the 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 Grantor on and to receive as secured party any of the Collateral, any invoices, schedules of Collateral, freight or express receipts, or bills of lading, lading storage receipts, warehouse receipts, receipts or other documents of title of the same or different nature relating to any of the Collateral; (iii) to sign the name of Borrower any Grantor on any notice to such Grantor’s Account Debtors; (iv) to sign the name of the Debtors or any Grantor on verification any proof of the Collateral; and to sign, if necessaryclaim in bankruptcy against Account Debtors, and file on notices of lien, claims of mechanic’s liens, or record on behalf assignments or releases of Borrower any financing or other statement in order mechanic’s liens securing the Accounts; (v) to perfect or protect sign change of address forms to change the Lenderaddress to which each Grantor’s security interest. The Lender mail is to be sent to such address as the Collateral Agent 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 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 Obligation of Borrower or any guarantor or surety to the Lender shall remain unpaid or the Lender is obligated under this Agreement to extend any credit to Borrower.designate;

Power of Attorney. Borrower hereby irrevocably constitutes and appoints the Lender as Borrower's true and lawful attorney, with full power of substitution, at the sole cost and expense of Borrower but for the sole benefit of the Lender, upon the occurrence of an Event of Default or after DEMAND with respect to Obligations payable on DEMAND, to convert the Collateral into cash, including, without limitation, completing the manufacture or processing of work in process, and the sale (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 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 Lender shall designate; to endorse the name of Borrower in favor of the 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 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 the Lender’s '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 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 Obligation of Borrower or any guarantor or surety to the Lender shall remain unpaid or the Lender is obligated under this Agreement to extend any credit to Borrower.

Power of Attorney. Borrower hereby irrevocably constitutes and appoints the Lender as Borrower's ’s true and lawful attorney, with full power of substitution, at the sole cost and expense of Borrower but for the sole benefit of the Lender, upon the occurrence of an Event of Default which has not been cured or after DEMAND with respect to Obligations payable on DEMANDwaived by 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 inventory Collateral (subject to the notice and other Collateralterms provided in Section 6.2, above); to enforce collection of the Collateral, either in its own name or in the name of Borrower, including, without limitation, executing releases or waivers, compromising or settling with any Account Debtors and prosecuting, defending, compromising or releasing any action relating to the Collateral; to receive, open and dispose of all mail addressed to Borrower and to take therefrom any remittances or proceeds of Collateral in which the Lender has a security interest; to notify Post Office applicable postal authorities to change the address for delivery of mail addressed to Borrower to such address as the Lender shall designate; to endorse the name of Borrower in favor of the 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 the Lender’s security interest. The Lender shall not be obliged to do any of the acts or exercise any of the powers hereinabove authorized, but if the Lender elects to do any such act or exercise any such power, it shall not be accountable for more than it actually receives as a result of such exercise of power, and 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 for its own in the 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 the Lender by this Agreement, being coupled with an interest, shall be irrevocable so long as any Obligation of Borrower or any guarantor or surety to the Lender shall remain unpaid or the Lender is are obligated under this Agreement to extend any credit to Borrower.

Power of Attorney. Borrower Each Entity Loan Party hereby irrevocably constitutes and appoints the Lender Bank as Borrower's such Entity Loan Party’s true and lawful attorney, with full power of substitution, at the sole cost and expense of Borrower the Entity Loan Parties but for the sole benefit of the LenderBank, upon the occurrence of an Event of Default or after DEMAND with respect to Obligations payable on DEMANDDefault, 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 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 Borrowersuch 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 Borrower such Entity Loan Party and to take therefrom any remittances or proceeds of Collateral in which the Lender Bank has a security interest; to notify Post Office authorities to change the address for delivery of mail addressed to Borrower such Entity Loan Party to such address as the Lender Bank shall designate; to endorse the name of Borrower such Entity Loan Party in favor of the Lender 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 such Entity Loan Party on and to receive as secured party any of the Collateral, any invoices, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents of title of the same or different nature relating to the Collateral; to sign the name of Borrower such Entity Loan Party 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 such Entity Loan Party any financing or other statement in order to perfect or protect the LenderBank’s security interest. The Lender Bank shall not be obliged to do any of the acts or exercise any of the powers hereinabove authorized, but if the Lender 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 such Entity Loan Party except for its own gross negligence or willful misconduct. All powers conferred upon the Lender Bank by this Agreement, being coupled with an interest, shall be irrevocable so long as any Obligation of Borrower or any guarantor such Entity Loan Party or surety to the Lender Bank shall remain unpaid or the Lender Bank is obligated under this Agreement to extend any credit to the Borrower.

Power of Attorney. Borrower hereby irrevocably constitutes appoints DFS (and appoints the Lender any Person designated by it) as Borrower's true and lawful attorney, Attorney with full power to at any time, in the discretion of substitution, at the sole cost and expense of Borrower but for the sole benefit of the Lender, upon the occurrence of an Event of DFS (whether or not Default or after DEMAND with respect to Obligations payable on DEMAND, to convert the Collateral into cash, including, without limitation, completing the manufacture or processing of work in process, and the sale has occurred) to: (either public or privatea) 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 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, includinginstrument or other item of payment; (e) endorse the name of Borrower upon financing statements, without limitationinstruments, executing releases or waivers, compromising or settling with any Debtors Certificates of Title and prosecuting, defending, compromising or releasing any action relating 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 receivepreserve and protect the Collateral and DFS' rights and interest therein. In the event of a Default, open Borrower irrevocably appoints DFS (and dispose any Person designated by it) as Borrower's true and lawful Attorney with full power to at any time, in the discretion of DFS to: (i) demand payment, enforce payment and otherwise exercise all mail addressed of Borrower's rights, and remedies with respect to the collection of any Accounts; (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 name on any Proof of Claim in Bankruptcy or similar document against any Account Debtor; (vii) endorse the name of Borrower upon any chattel paper, document, instrument, invoice, freight xxxx, xxxx of lading o similar document or agreement relating to any Account or goods pertaining thereto; and to (viii) take therefrom control in any remittances manner of any item of payments or proceeds of Collateral in which the Lender has a security interest; and for such purpose to notify Post Office authorities the Postal Authorities to change the address for delivery of mail addressed to Borrower to such address as the Lender shall DFS may designate; to endorse the name . This power of Borrower in favor of the Lender upon any attorney is for value 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 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 the Lender’s security interest. The Lender shall not be obliged to do any of the acts or exercise any of the powers hereinabove authorized, but if the Lender elects to do any such act or exercise any such power, it shall not be accountable for more than it actually receives as a result of such exercise of power, and 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 interest and is irrevocable so long as any Obligation of Obligations remain outstanding and by DFS exercising such right, DFS shall not waive any right against Borrower or any guarantor or surety to until the Lender shall remain unpaid or the Lender is obligated under this Agreement to extend any credit to BorrowerObligations are paid in full.

Power of Attorney. (a) Subject to subsection (b) below, the Borrower hereby irrevocably constitutes and appoints the Lender as Borrower's true and lawful attorneyAdministrative Agent, for the benefit of the holders of the Obligations, its attorney in fact, with full power of substitution, at for and on behalf and in the sole cost and expense of Borrower but for the sole benefit name of the LenderBorrower, upon the occurrence of an Event of Default to: (i) endorse and deliver to any Person any check, instrument or after DEMAND with respect to Obligations payable on DEMAND, to convert other paper coming into the Collateral into cashAgent's, includingthe Administrative Agent's or any Lender's possession and representing payment made in respect of any Mortgage Note or Take-Out Commitment delivered hereunder or in respect of any other Collateral; (ii) prepare, without limitationcomplete, completing execute, deliver and record any Assignment to the manufacture Collateral Agent, the Administrative Agent or processing to any other Person of work in processany Mortgage relating to any Mortgage Note delivered hereunder as Mortgage Loan Collateral; (iii) endorse and deliver any Mortgage Note as Mortgage Loan Collateral arising as proceeds thereof, and the sale (either public do every other thing necessary or private) desirable to effect transfer of all or any portion or portions part of the inventory and other Collateral; Mortgage Loan Collateral to enforce collection the Administrative Agent, for the benefit of the Collateralholders of the Obligations, either or to any other Person; (iv) take all necessary and appropriate action with respect to all Obligations and the Mortgage Loan Collateral to be delivered to the Collateral Agent or the Administrative Agent or held by the Borrower in its own name trust for the Administrative Agent for the benefit of the holders of the Obligations; (v) commence, prosecute, settle, discontinue, defend, or in the name otherwise dispose of Borrower, including, without limitation, executing releases or waivers, compromising or settling with any Debtors and prosecuting, defending, compromising or releasing any action claim relating to the Collateral; to receive, open and dispose of all mail addressed to Borrower and to take therefrom any remittances Take-Out Commitment 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 Lender shall designate; to endorse the name of Borrower in favor any other part of the 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 Debtors or on verification of the Mortgage Loan Collateral; and (vi) sign the Borrower's name wherever appropriate to sign, if necessary, and file or record on behalf effect the performance of Borrower any financing or other statement in order to perfect or protect the Lender’s security interest. The Lender shall not be obliged to do any of the acts or exercise any of the powers hereinabove authorized, but if the Lender elects to do any such act or exercise any such power, it shall not be accountable for more than it actually receives as a result of such exercise of power, and 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 Obligation of Borrower or any guarantor or surety to the Lender shall remain unpaid or the Lender is obligated under this Agreement to extend any credit to Borrower.

Power of Attorney. Borrower hereby irrevocably constitutes and appoints the Lender as Borrower's ’s true and lawful attorney, with full power of substitution, at the sole cost and expense of Borrower but for the sole benefit of the Lender, upon the occurrence of an Event of Default or after DEMAND with respect to Obligations payable on DEMAND, to convert the Collateral into cash, including, without limitation, completing the manufacture or processing of work in process, and the sale (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 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 Lender shall designate; to endorse the name of Borrower in favor of the 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 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 the Lender’s security interest. The Lender shall not be obliged to do any of the acts or exercise any of the powers hereinabove authorized, but if the Lender elects to do any such act or exercise any such power, it shall not be accountable for more than it actually receives as a result of such exercise of power, and 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 Obligation of Borrower or any guarantor or surety to the Lender shall remain unpaid or the Lender is obligated under this Agreement to extend any credit to Borrower.

Power of Attorney. Borrower (a) Each Non-Managing Member and Record Holder hereby irrevocably constitutes and appoints the Lender Managing Member and, if a Liquidator (other than the Managing Member) shall have been selected pursuant to Section 12.2, the Liquidator, severally (and any successor to the Liquidator by merger, transfer, assignment, election or otherwise) and each of their authorized officers and attorneys in-fact, as Borrower's true and lawful attorneythe case may be, with full power of substitution, at as his true and lawful agent and attorney-in-fact, with full power and authority in his name, place and xxxxx, to: execute, swear to, acknowledge, deliver, file and record in the sole cost appropriate public offices (A) all certificates, documents and expense other instruments (including this Agreement and the Certificate of Borrower but for Formation and all amendments or restatements hereof or thereof and any resolution, consent, approval, voting ballot, voting certification or other voting mechanism) that the sole benefit Managing Member or the Liquidator determines to be necessary or appropriate to conduct the purposes of the LenderCompany 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; (B) all amendments to this Agreement adopted in accordance with the terms hereof and all certificates, upon documents and other instruments that the occurrence Managing Member or the Liquidator determines to be necessary or appropriate to reflect, in accordance with its terms, any amendment, change, modification or restatement of an Event this Agreement; (C) all certificates, documents and other instruments (including conveyances and a certificate of Default cancellation) that the Managing Member or after DEMAND with respect the Liquidator determines to Obligations payable on DEMANDbe necessary or appropriate to reflect the dissolution and termination of the Company pursuant to the terms of this Agreement; (D) all certificates, to convert the Collateral into cash, including, without limitation, completing the manufacture or processing of work in process, documents and other instruments (including this Agreement and the sale (either public Certificate of Formation and all amendments or privaterestatements hereof or thereof) 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 receiveadmission, open and dispose withdrawal, removal or substitution of 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 Lender shall designate; to endorse the name of Borrower in favor of the 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 receiptsMember pursuant to, or other events described in, this Agreement; (E) all certificates, documents of title of the same or different nature and other instruments relating to the Collateral; to sign the name of Borrower on any notice determination of the Debtors rights, preferences and privileges of any class or on verification series of Company Securities issued pursuant to Section 5.3; and (F) all certificates, documents and other instruments (including agreements and a certificate of merger or consolidation or similar certificate) relating to a merger, consolidation, combination or conversion of the Collateral; and Company pursuant to sign, if necessary, and file Article XIV or record on behalf otherwise in connection with a change of Borrower any financing or other statement in order to perfect or protect the Lender’s security interest. The Lender shall not be obliged to do any jurisdiction of the acts Company. Nothing contained in this Section 2.7(a) shall be construed as authorizing the Managing Member to amend, change or exercise any of the powers hereinabove authorized, but if the Lender elects to do any such act modify this Agreement except in accordance with Article XIII or exercise any such power, it shall not as may be accountable otherwise expressly provided 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 Lender by in this Agreement, being coupled with an interest, shall be irrevocable so long as any Obligation of Borrower or any guarantor or surety to the Lender shall remain unpaid or the Lender is obligated under this Agreement to extend any credit to Borrower.

Power of Attorney. (a) Subject to subsection (b) below, the Borrower hereby irrevocably constitutes and appoints the Lender as Borrower's true and lawful attorneyAdministrative Agent, for the benefit of the holders of the Obligations, its attorney in fact, with full power of substitution, at for and on behalf and in the sole cost and expense of Borrower but for the sole benefit name of the LenderBorrower, upon the occurrence of an Event of Default to: (i) endorse and deliver to any Person any check, instrument or after DEMAND with respect to Obligations payable on DEMAND, to convert other paper coming into the Collateral into cashAgent's, includingthe Administrative Agent's or any Lender's possession and representing payment made in respect of any Mortgage Note or Take-Out Commitment Document delivered hereunder or in respect of any other Collateral; (ii) prepare, without limitationcomplete, completing execute, deliver and record any Assignment to be delivered to the manufacture Collateral Agent, the Administrative Agent or processing to any other Person of work in processany Mortgage relating to any Mortgage Note delivered hereunder as Mortgage Loan Collateral; (iii) endorse and deliver any Mortgage Note as Mortgage Loan Collateral arising as proceeds thereof, and the sale (either public do every other thing necessary or private) desirable to effect transfer of all or any portion or portions part of the inventory and other Collateral; Mortgage Loan Collateral to enforce collection the Administrative Agent, for the benefit of the Collateralholders of the Obligations, either or to any other Person; (iv) take all necessary and appropriate action with respect to all Obligations and the Mortgage Loan Collateral to be delivered to the Collateral Agent or the Administrative Agent or held by the Borrower in its own name trust for the Administrative Agent for the benefit of the holders of the Obligations; (v) commence, prosecute, settle, discontinue, defend, or in the name otherwise dispose of Borrower, including, without limitation, executing releases or waivers, compromising or settling with any Debtors and prosecuting, defending, compromising or releasing any action claim relating to the Collateral; to receive, open and dispose of all mail addressed to Borrower and to take therefrom any remittances Take-Out Commitment 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 Lender shall designate; to endorse the name of Borrower in favor any other part of the 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 Debtors or on verification of the Mortgage Loan Collateral; and (vi) sign the Borrower's name wherever appropriate to sign, if necessary, and file or record on behalf effect the performance of Borrower any financing or other statement in order to perfect or protect the Lender’s security interest. The Lender shall not be obliged to do any of the acts or exercise any of the powers hereinabove authorized, but if the Lender elects to do any such act or exercise any such power, it shall not be accountable for more than it actually receives as a result of such exercise of power, and 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 Obligation of Borrower or any guarantor or surety to the Lender shall remain unpaid or the Lender is obligated under this Agreement to extend any credit to Borrower.

Power of Attorney. Borrower hereby irrevocably constitutes designates and appoints the Lender (and all persons designated by Lender) as Borrower's ’s true and lawful attorney-in-fact, with full power of substitution, at the sole cost and expense of Borrower but for the sole benefit of the authorizes Lender, upon the occurrence of in Borrower’s or Lender’s name, to: (a) at any time an Event of Default has occurred and is continuing (i) demand payment on Accounts or after DEMAND with respect other proceeds of Inventory or other Collateral, (ii) enforce payment of Accounts by legal proceedings or otherwise, (iii) exercise all of Borrower’s rights and remedies to Obligations payable collect any Account or other Collateral, (iv) sell or assign any Account upon such terms, for such amount and at such time or times as Lender deems advisable, (v) settle, adjust, compromise, extend or renew an Account, (vi) discharge and release any Account, (vii) prepare, file and sign Borrower’s name on DEMANDany proof of claim in bankruptcy or other similar document against an account debtor, (viii) notify the post office authorities to convert change the Collateral into cash, including, without limitation, completing the manufacture or processing address for delivery of work in processBorrower’s mail to an address designated by Lender, and 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; provided, that, Borrower will be notified by Lender and Borrower, at its option, may be present at any time that Lender exercises its right to take therefrom open mail as provided herein and Lender shall return 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 Lender shall designate; to endorse the name of Borrower in favor of the Lender upon any and all checks, drafts, money orders, notes, acceptances which does not include a payment or other instruments of the same collection or different nature; otherwise relate to sign and endorse the name of Borrower on and to receive as secured party any of the Collateral, and (ix) do all acts and things which are necessary, in Lender’s determination, to fulfill Borrower’s obligations under this Agreement and the other Financing Agreements and (b) at any invoicestime to (i) take control in any manner of any item of payment relating to the Collateral or Proceeds, freight (ii) have access to any lockbox or express receiptspostal box into which Borrower’s mail is deposited, (iii) endorse Borrower’s name upon any items of payment relating to the Collateral or Proceeds thereof and deposit the same in Lender’s account for application to the Obligations, (iv) endorse Borrower’s name upon any chattel paper, document, instrument, invoice, or bills similar document or agreement relating to any Account or any goods pertaining thereto or any other Collateral, (v) sign Borrower’s name on any verification of lading, storage receipts, warehouse receipts, Accounts and notices thereof to account debtors and (vi) execute in Borrower’s name and file any UCC financing statements or other documents of title of the same or different nature amendments thereto relating to the Collateral; to sign the name of . Borrower on hereby releases Lender and its officers, employees and designees from any notice of the Debtors or on verification of the Collateral; and to sign, if necessary, and file or record on behalf of Borrower liabilities arising from any financing or other statement in order to perfect or protect the Lender’s security interest. The Lender shall not be obliged to do any of the acts or exercise any of the powers hereinabove authorized, but if the Lender elects to do any such act or exercise any such poweracts under this power of attorney and in furtherance thereof, it shall not be accountable for more than it actually receives whether of omission or commission, except as a result of such exercise of power, and it shall not be responsible to Borrower except for its Lender’s 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 misconduct as any Obligation determined pursuant to a final non-appealable order of Borrower or any guarantor or surety to the Lender shall remain unpaid or the Lender is obligated under this Agreement to extend any credit to Borrowera court of competent jurisdiction.

Power of Attorney. Borrower hereby irrevocably constitutes and appoints the Lender as Borrower's true and lawful attorney, with full power of substitution, at the sole cost and expense of Borrower but for the sole benefit of the Lender, Effective only upon the occurrence and during the continuance of an Event of Default Default, Grantor hereby irrevocably appoints Secured Party (and any of Secured Party’s designated officers or after DEMAND employees) as Grantor’s true and lawful attorney to: (a) send requests for verification of Accounts and Licenses or notify account debtors or licensees of Secured Party’s security interest in the Accounts and Licenses; (b) endorse Grantor’s name on any checks or other forms of payment or security that may come into Secured Party’s possession relating to any Account, License or other Collateral; (c) sign Grantor’s name on any invoice or xxxx of lading relating to any Account, drafts against account debtors of any Account, schedules and assignments of Accounts and Licenses, verifications of Accounts and Licenses, and notices to account debtors of any Account and licensees of any License, (d) make, settle and adjust all claims under and decisions with respect to Obligations payable on DEMANDGrantor’s policies of insurance relating to any Account, to convert the Collateral into cash, including, without limitation, completing the manufacture License 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; (e) settle and adjust disputes and claims respecting the Accounts and Licenses directly with account debtors and licensees, for amounts and upon terms which Secured Party determines to enforce collection be reasonable; (f) modify, in its sole discretion, any intellectual property security agreement entered into between Grantor and Secured Party without first obtaining Grantor’s approval of or signature to such modification by amending reference to any right, title or interest in any Copyright, Patent, Trademark or License, acquired by Grantor after the execution hereof or to delete any reference to any right, title or interest in any Copyright, Patent, Trademark or License, in which Grantor no longer has or claims any right, title or interest; (g) 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 Grantor where permitted by law; (h) endorse Grantor’s name on all applications, documents, papers and instruments, in each case, relating to the Collateral, necessary or desirable for the Secured Party in the use of the Collateral, either in its own name or (i) take any other actions with respect to the Collateral as the Secured Party deems in the name best interest of Borrowerthe Secured Party; (j) grant or issue any exclusive or non-exclusive license under the Collateral to anyone or (h) assign, includingpledge, without limitationconvey or transfer title in or dispose of the Collateral to anyone, executing releases including the Secured Party or waivers, compromising or settling with any Debtors and prosecuting, defending, compromising or releasing any action relating a third party to the Collateral; to receiveextent permitted under the UCC (or any other applicable law), open free and dispose clear of all mail addressed to Borrower and to take therefrom any remittances or proceeds encumbrance upon title thereof (other than any encumbrance created by this Security Agreement). The appointment of Collateral Secured Party as Grantor’s attorney 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 Lender shall designate; to endorse the name of Borrower in favor of the 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 Debtors or on verification of the Collateral; and to sign, if necessaryfact, and file or record on behalf each and every one of Borrower any financing or other statement in order to perfect or protect the LenderSecured Party’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, rights and it shall not be responsible to Borrower except for its own gross negligence or willful misconduct. All powers conferred upon the Lender by this Agreementpowers, being coupled with an interest, is irrevocable until all of the Secured Obligations have been fully repaid and performed and Secured Party’s obligation to provide advances hereunder is terminated. Grantor hereby ratifies all that such attorney shall lawfully do or cause to be irrevocable so long as any Obligation done by virtue of Borrower or any guarantor or surety to the Lender shall remain unpaid or the Lender is obligated under this Agreement to extend any credit to BorrowerSecurity Agreement.

Power of Attorney. Borrower Subject to the terms and conditions herein, the Company hereby irrevocably constitutes appoints and appoints names the Lender Administrator, acting through its authorized officers and employees, as Borrower's true and the Company’s lawful attorney-in-fact, with full power of substitutionfrom and after the Effective Date for so long as the Administrator is authorized to perform the Services and solely to the extent necessary to provide the Services, at (a) to do any and all lawful acts that the sole cost and expense of Borrower but for the sole benefit of the Lender, upon the occurrence of an Event of Default or after DEMAND Company might have done with respect to Obligations payable on DEMAND, to convert the Collateral into cash, including, without limitation, completing the manufacture or processing of work in processAdministered Business, and the sale (either public or privateb) of to proceed by all or lawful means (i) to perform any portion or portions and all of the inventory and other Collateral; Company’s obligations with respect to the Administered Business, (ii) to enforce collection of the Collateral, either in its own name or any right and defend (in the name of Borrowerthe Company, includingwhen necessary) against any liability arising with respect to the Administered Business, without limitation(iii) to sxx or defend (in the name of the Company, executing releases when necessary) any Action arising from or waivers, compromising or settling with any Debtors and prosecuting, defending, compromising or releasing any action relating to the Collateral; Administered Business, (iv) to receive, open and dispose of 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 Lender shall designate; to endorse the name of Borrower in favor of the Lender upon collect any and all checks, drafts, money orders, notes, acceptances sums due or other instruments payable to the Company in respect of the same Administered Business, (v) to collect any and all Recoveries due or different naturepayable 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 endorse the name of Borrower on and to receive as secured party other papers in connection with any of the Collateralforegoing matters, any invoices, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents of title (vii) to enforce the rights and perform the obligations of the same or different nature relating 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 Collateral; to sign Covered Insurance Policies and the name of Borrower on any notice portions of the Debtors or on verification 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 Collateral; Administrator’s obligations 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 Lender’s security interest. The Lender shall not be obliged to do any of the acts or exercise any of the powers hereinabove authorized, but if the Lender elects to do any such act or exercise any such power, it shall not be accountable for more than it actually receives as a result of such exercise of power, and it shall not be responsible to Borrower except for its own gross negligence or willful misconduct. All powers conferred upon the Lender by rights under this Agreement, being coupled with an interest, shall be irrevocable so long as any Obligation of Borrower or any guarantor or surety to the Lender shall remain unpaid or the Lender is obligated under this Agreement to extend any credit to Borrower.

Power of Attorney. Borrower hereby irrevocably constitutes Grantor has duly executed and appoints the Lender as Borrower's true and lawful attorney, with full delivered to Secured Party a power of substitution, at attorney (a "Power of Attorney") in substantially the sole cost form attached hereto as Annex A. The power of attorney granted pursuant to the Power of Attorney is a power coupled with an interest and expense shall be irrevocable until full and indefeasible payment of Borrower but the Secured Obligations and the termination of any commitment of the Secured Parties to make financial accommodations to Grantor pursuant to the Loan Agreement. The powers conferred on Secured Party (for the sole benefit of Secured Party and the LenderSecured Parties) under the Power of Attorney are solely to protect Secured Party’s interests (for the benefit of Secured Party and the Secured Parties) in the Collateral and shall not impose any duty upon Secured Party or any Secured Party to exercise any such powers. Secured Party agrees that, upon except for the occurrence powers granted in clause (i) of the Power of Attorney, it shall not exercise any power or authority granted under the Power of Attorney unless an Event of Default or after DEMAND with respect has occurred and is continuing. NEITHER SECURED PARTY NOR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, OR REPRESENTATIVES SHALL BE RESPONSIBLE TO GRANTOR FOR ANY ACT OR FAILURE TO ACT UNDER ANY POWER OF ATTORNEY OR OTHERWISE, EXCEPT IN RESPECT OF DAMAGES ATTRIBUTABLE SOLELY TO THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION, AND NONE OF SUCH PARTIES SHALL BE LIABLE FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES. (n) Other Assurances. Grantor agrees that at any time and from time to Obligations payable on DEMANDtime, to convert at the Collateral into cashexpense of Grantor, including, without limitation, completing the manufacture or processing of work in processit will promptly execute and deliver all further instruments and documents, and the sale (either public take all further action as may be necessary 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 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 Lender shall designate; to endorse the name of Borrower in favor of the 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 receiptsdesirable, or bills of ladingas Secured Party may reasonably request, 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 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 and protect any security interest granted or protect purported to be granted hereby or to enable Secured Party to exercise and enforce its rights and remedies hereunder and with respect to any Collateral or to otherwise carry out the Lender’s security interest. The Lender shall not be obliged to do any purposes 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 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 Obligation of Borrower or any guarantor or surety to the Lender shall remain unpaid or the Lender is obligated under this Agreement to extend any credit to Borrower. 5.

Power of Attorney. Borrower hereby irrevocably makes, constitutes and appoints the Lender (and any person designated by Lender) as Borrower's true and lawful attorney, -in-fact with full power of substitution, at to sign the sole cost and expense name of Borrower but for the sole benefit on any of the above described documents in Section 4.3 above or on any other similar documents to be executed, recorded or filed in order to perfect or continue perfected Lender's continuing security interest in the Collateral. In addition, upon Borrower hereby appoints Lender (and any person designated by Lender) as Borrower's attorney-in-fact with power to: (a) sign Borrower's name on verifications of Accounts 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, notes, acceptances, money orders, drafts or other forms of payment or security that may come into Lender's possession; (d) during the occurrence existence of an Event of Default or after DEMAND with respect to Obligations payable on DEMANDDefault, to convert notify 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 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 the Lender has a security interest; to notify Post Office post office authorities to change the address for delivery of Borrower's mail to an address designated by Lender, to receive and open all mail addressed to Borrower Borrower, and to such address as retain all mail relating to the Lender shall designateCollateral and forward all other mail to Borrower; to endorse and (e) during the name existence of Borrower in favor an Event of the Lender upon any Default, make, settle and adjust all checksclaims under Borrower's policies of insurance, 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 Collateralcheck, any invoicesdraft, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, instrument or other documents item of title payment for the proceeds of such policies of insurance and make all determinations and decisions with respect to such policies of insurance. In the same or different nature relating to the Collateral; to sign the name of Borrower on any notice of the 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 the Lender’s security interest. The Lender shall not be obliged to do any of the acts or exercise any of the powers hereinabove authorized, but if the event Lender elects to do any such act or exercise any such powerreceive and open Borrower's mail as set forth in clause (d) above, it Lender shall not be accountable for more than it actually receives as a result of such exercise of power, open and it shall not be responsible forward to Borrower except for its own gross negligence or willful misconduct. All powers conferred upon by a nationally recognized overnight courier all of Borrower's exempted "other mail" within twenty-four hours of Lender's receipt of the exempted "other mail." The appointment of Lender by this Agreementas Borrower's attorney-in-fact and each and every one of Lender's rights and powers, being coupled with an interest, shall be is irrevocable so long as any Obligation of Borrower or any guarantor or surety to the Accounts in which Lender shall has a continuing security interest remain unpaid or and until all of the Lender is obligated under this Obligations have been fully, indefeasibly repaid and performed. American Gaming - Loan and Security Agreement to extend any credit to Borrower.– EXECUTION VERSION

Power of Attorney. Borrower In connection with the Authorized Participant’s acceptance of an interest in a Fund, the Authorized Participant does hereby irrevocably constitutes constitute and appoints appoint the Lender Managing Owner, and its successors and assigns, as Borrower's its true and lawful attorneyAttorney-in-Fact, with full power of substitution, at in my name, place and xxxxx, in the sole cost execution, acknowledgment, filing and expense publishing of Borrower Trust or Fund documents, including, but not limited to, the following: (i) Any certificates and other instruments, including but not limited to, any applications for authority to do business and amendments thereto, which the sole benefit Managing Owner deems appropriate to qualify or continue the Trust as a business or statutory trust in the jurisdictions in which the Trust may conduct business, so long as such qualifications and continuations are in accordance with the terms of the LenderAmended and Restated Declaration of Trust and Trust Agreement of the Trust (the “Trust Agreement”) or any amendment hereto, upon or which may be required to be filed by the occurrence Trust, a Fund or the Shareholders of a Fund under the laws of any jurisdiction; (ii) Any instrument which may be required to be filed by the Trust under the laws of any state or by any governmental agency, or which the Managing Owner deems advisable to file; and (iii) The Trust Agreement and any documents which may be required to effect an amendment to the Trust Agreement approved under the terms of the Trust Agreement, and the continuation of the Trust, the admission of the signer of the Power of Attorney as a Limited Owner of a Fund or of others as additional or substituted Limited Owners, or the termination of the Trust, provided such continuation, admission or termination is in accordance with the terms of the Trust Agreement. The Power of Attorney granted hereby shall be deemed to be coupled with an interest and shall be irrevocable and shall survive, and shall not be affected by, the Authorized Participant’s subsequent insolvency or dissolution or any delivery by the Authorized Participant of an Event assignment of Default the whole or after DEMAND any portion of the Authorized Participant’s Units. EXHIBIT C POWERSHARES DB US DOLLAR INDEX TRUST FORM OF REDEMPTION ORDER Authorized Participant: Date: Name of Fund: PowerShares DB US Dollar Index Fund Submission Number: PIN Number: Number of Shares to be Issued: All Redemption Orders are subject to the terms and conditions of the Amended and Restated Declaration of Trust and Trust Agreement of PowerShares DB US Dollar Index Trust (the “Trust”) as currently in effect and the PowerShares DB US Dollar Index Trust Participant Agreement among the Authorized Participant, the Trust with respect to Obligations payable on DEMANDthe Fund, to convert among others, each a series of the Collateral into cash, including, without limitation, completing Trust (the manufacture or processing of work in process“Fund”), and the sale Managing Owner named therein (either public or privatethe “Participant Agreement”). All representations and warranties of the Authorized Participant set forth in such Participant Agreement are incorporated herein by reference. The undersigned understands that its DTC account will be charged the Transaction Fee as set forth in the currently effective copy of the Prospectus including an additional fee as provided under Section 4(a) of all or any portion or portions the Participant Agreement if the Redemption Order is held open. The undersigned does hereby certify as of the inventory date set forth below that he/she is an Authorized Person under the Participant Agreement and other Collateral; that he/she is authorized 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 deliver this Redemption Order 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 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 Lender shall designate; to endorse the name of Borrower in favor of the 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 Debtors or on verification of the Collateral; and to sign, if necessary, and file or record Managing Owner on behalf of Borrower any financing or other statement in order the Authorized Participant. [NAME OF AUTHORIZED PARTICIPANT] Date: By: Name: Title: EXHIBIT D POWERSHARES DB US DOLLAR INDEX TRUST DB COMMODITY SERVICES LLC OFFICERS’ CERTIFICATE The undersigned, each a duly authorized officer of DB Commodity Services LLC, a Delaware limited liability company, the managing owner (the “Managing Owner”) of PowerShares DB US Dollar Index Trust (the “Trust”), a Delaware statutory trust with separate series, including PowerShares DB US Dollar Index Bullish Fund and PowerShares DB US Dollar Index Bearish Fund (each a “Fund” and collectively, the “Funds”), and pursuant to perfect or protect the Lender’s security interest. The Lender shall not be obliged to do any Section 13(d) of the acts or exercise any PowerShares DB US Dollar Index Trust Participant Agreement (the “Agreement”), dated as of 200 , by and among the Managing Owner, the Trust with respect to each of the powers hereinabove authorizedFunds and (the “Authorized Participant”), 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 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 Obligation of Borrower or any guarantor or surety to the Lender shall remain unpaid or the Lender is obligated under this Agreement to extend any credit to Borrower.hereby certify that:

Power of Attorney. Borrower BORROWER, in the event of default as set forth in this agreement, hereby irrevocably makes, constitutes and appoints LENDER, and its agents and designees, the Lender as Borrower's true and lawful attorneyagents and attorneys-in-fact of BORROWER, with full power of substitution, at the sole cost and expense of Borrower but for the sole benefit of the Lender, upon the occurrence of an Event of Default or after DEMAND with respect to Obligations payable on DEMAND, to convert the Collateral into cash, including, without limitation, completing the manufacture or processing of work in process, and the sale substitution (either public or privatea) 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 BORROWER relating to take therefrom any remittances or proceeds the COLLATERAL, (b) In the event of Collateral in which the Lender has a security interest; default to notify and direct the United States Post Office authorities by notice given in the name of BORROWER and signed on its behalf, to change the address for delivery of all mail addressed address to Borrower BORROWER relating to the COLLATERAL to an address to be designated by LENDER, and to cause such mail to be delivered to such designated address as where LENDER may open all such mail and remove therefrom any notes, checks, acceptances, drafts, money orders or other instruments in payment of the Lender shall designate; COLLATERAL in which LENDER has a security interest hereunder and any documents relative thereto, (c) to endorse the name of Borrower in favor of the Lender BORROWER upon any and all such notes, checks, acceptances, drafts, money orders, notesinstruments, acceptances or other instruments form of payment representing payments on assigned T/D NOTES and DEEDS OF TRUST or COMMITMENTS to purchase T/D NOTEs and DEEDS OF TRUST, or on COLLATERAL or security of any kind and to effect the same or different nature; deposit and collection thereof, and, further to sign and endorse the name of Borrower 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 otherwise relating to the Collateral; such COLLATERAL, (d) to sign the name of Borrower on any notice of the Debtors or on verification of the Collateral; BORROWER to drafts against its T/D NOTE obligors, to send notices to such T/D NOTE obligors, (e) to complete, execute, deliver and to signrecord, if necessary, and file or record on behalf of Borrower BORROWER, assignments, notices of assignments, financing statements and other public records and notices an all other instruments or documents, (f) to do every other thing necessary or desirable to effect transfer of a T/D NOTE and DEED OF TRUST; to take all necessary and appropriate action in BORROWER's name with respect to ADVANCEs hereunder and servicing of T/D NOTEs and DEEDS OF TRUST; to commence, prosecute, settle, discontinue, defend or otherwise dispose of any financing claim relating to any COMMITMENT, T/D NOTE, DEED OF TRUST or other statement in order to perfect or protect the Lender’s security interest. The Lender shall not be obliged COLLATERAL, and (g) to do any and all other things necessary or proper to carry out the intent of this AGREEMENT and to perfect and to protect the liens and rights of LENDER created under this AGREEMENT. BORROWER agrees that neither LENDER nor any of its agents, designees or attorneys-in-fact will be liable for any acts of commission or exercise omission, or for any error of judgment or mistake of fact or law. The powers granted hereunder are coupled with an interest and shall be irrevocable during the term hereof. LENDER shall have the right to settle or adjust disputes and/or claims in respect to the COLLATERAL with the T/D NOTE obligors thereon for amounts and upon such terms as LENDER, in its sole discretion, deems to be advisable in such case crediting BORROWER with only the proceeds received and collected by Lender. Lender shall have the right to apply all money or security otherwise due to LENDER to the payment of any of the powers hereinabove authorizedADVANCE or other sums, but if the Lender elects fees, costs and expenses payable pursuant to do any this AGREEMENT at such act time or exercise any times and in such power, it shall not be accountable for more than it actually receives order of application as a result of such exercise of power, and it shall not be responsible to Borrower except for LENDER in 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 Obligation of Borrower or any guarantor or surety to the Lender shall remain unpaid or the Lender is obligated under this Agreement to extend any credit to Borrowersole discretion may determine.

Power of Attorney. Borrower As of and from the Closing Date, the Seller Parties on behalf of themselves and their Affiliates hereby irrevocably constitutes and appoints Purchaser, to the Lender as Borrower's true extent permitted by applicable Law and lawful attorneythe terms of the Nonassignable Assets, with full power of substitution, at as the sole cost Seller Parties’ true and expense of Borrower but for lawful attorney-in-fact with full irrevocable power and authority in the sole benefit place and stead of the LenderSeller Parties and in the name of the Seller Parties or in its own name, upon the occurrence of an Event of Default or after DEMAND with respect from time to Obligations payable on DEMANDtime in Purchaser’s discretion, to convert 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 Collateral into cash, includingpurposes of this Agreement and the Xxxx of Sale and, without limitationlimiting the generality of the foregoing, completing to the manufacture extent that a Seller Party has the right under applicable Law and any applicable Contract, such Seller Party hereby grants to Purchaser the power and right, on behalf of such Seller Party, to the extent such Seller Party has the legal power or processing of work in processright to do such act for its own benefit without notice to or assent by such Seller Party, and at any time, to do the sale following: (either public a) pay or privatedischarge any taxes, liens, security interests, or other encumbrances or other Adverse Claims levied or placed on or threatened against the Purchased Receivables (other than Adverse Claims arising through Purchaser); (b) of all or any portion or portions of the inventory and other Collateral; to enforce collection of the Collateral, either communicate 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 party to any action relating Contract with regard 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 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 Lender shall designate; to endorse the name of Borrower in favor assignment of the Lender upon right, title and interest of such Seller Party in and under the Purchased Receivables and other matters relating thereto; (c) execute, in connection with the transfer of title, any and all checksendorsements, drafts, money orders, notes, acceptances assignments or other instruments of conveyance or transfer with respect to the same or different nature; to sign Purchased Receivables, and endorse the name of Borrower on and (d) to receive as secured party any all the benefits of the Collateral, any invoices, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents of title of Seller Parties under the same or different nature relating to the Collateral; to sign the name of Borrower on any notice of the 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 the Lender’s security interestNonassignable Assets. The Lender shall not be obliged to do any power 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 Borrower except for its own gross negligence or willful misconduct. All powers conferred upon the Lender by this Agreement, being attorney granted hereby is coupled with an interest, and may not be revoked or canceled by the Seller Parties without Purchaser’s written consent. If reasonably requested by Purchaser, the Seller Parties shall be irrevocable so long as any Obligation execute a stand-alone power of Borrower or any guarantor or surety attorney consistent with the terms of this Section 2.6 to the Lender shall remain unpaid or the Lender is obligated under enable to Purchaser to present such power of attorney to other parties without disclosing this Agreement to extend any credit to BorrowerAgreement.

Power of Attorney. Borrower hereby irrevocably constitutes Each Grantor has duly executed and appoints delivered to the Lender as Borrower's true and lawful attorney, with full Agent a power of substitutionattorney (a “Power of Attorney”) in substantially the form attached hereto as Annex B. The power of attorney granted pursuant to the Power of Attorney is a power coupled with an interest and shall be irrevocable until full payment of the Secured Obligations and the CTL Guaranteed Obligations and the termination of any commitment of the Secured Parties to make financial accommodations to the Borrowers pursuant to the Credit Agreement; provided, that such power of attorney shall be reinstated if at any time any payment of any of the sole cost and expense Secured Obligations or CTL Guaranteed Obligations is rescinded or must otherwise be returned by the Agent upon the insolvency, bankruptcy or reorganization of either Borrower but or any other Grantor or otherwise, all as though such payment had not been made. The powers conferred on the Agent (for the sole benefit of the Lender, Agent and the Secured Parties) under the Power of Attorney are solely to protect the Agent’s interests (for the benefit of the Agent and the Secured Parties) in the Collateral and shall not impose any duty upon the occurrence Agent or any Secured Party to exercise any such powers. The Agent agrees that (i) except for the powers granted in clause (i) of the Power of Attorney, it shall not exercise any power or authority granted under the Power of Attorney unless an Event of Default has occurred and is continuing, and (ii) the Agent shall account for any moneys received by the Agent in respect of any foreclosure on or after DEMAND with respect disposition of Collateral pursuant to Obligations payable on DEMAND, the Power of Attorney provided that none of the Agent or any Secured Party shall have any duty as to convert the Collateral into cash, including, without limitation, completing the manufacture or processing of work in processany Collateral, and the sale (either public or private) of all or any portion or portions of Agent and 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 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 Lender Secured Parties shall designate; to endorse the name of Borrower in favor of the 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 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 the Lender’s security interest. The Lender shall not be obliged to do any of the acts or exercise any of the powers hereinabove authorized, but if the Lender elects to do any such act or exercise any such power, it shall not be accountable only for more than it amounts that they actually receives receive as a result of such the exercise of powersuch powers. NONE OF THE AGENT, and it shall not be responsible to Borrower except for its own gross negligence or willful misconduct. All powers conferred upon the Lender by this AgreementTHE LENDERS, being coupled with an interestTHE OTHER SECURED PARTIES OR THEIR RESPECTIVE AFFILIATES, shall be irrevocable so long as any Obligation of Borrower or any guarantor or surety to the Lender shall remain unpaid or the Lender is obligated under this Agreement to extend any credit to BorrowerOFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL BE RESPONSIBLE TO THE GRANTORS FOR ANY ACT OR FAILURE TO ACT UNDER ANY POWER OF ATTORNEY OR OTHERWISE, EXCEPT IN RESPECT OF DAMAGES ATTRIBUTABLE SOLELY TO THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION, NOR FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES.

Power of Attorney. Borrower hereby irrevocably makes, constitutes and appoints the Lender (and any person designated by Lender) as Borrower's true and lawful attorney, -in-fact with full power of substitution, at to sign the sole cost and expense name of Borrower but for the sole benefit on any of the above described documents or on any other similar documents to be executed, recorded or filed in order to perfect or continue perfected Lender's continuing security interest in the Collateral. In addition, upon Borrower hereby appoints Lender (and any person designated by Lender) as Borrower's attorney-in-fact with power to: (a) sign Borrower's name on verifications of Accounts 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, notes, acceptances, money orders, drafts or other forms of payment or security that may come into Lender's possession; (d) during the occurrence existence of an Event of Default or after DEMAND with respect to Obligations payable on DEMANDDefault, to convert notify 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 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 the Lender has a security interest; to notify Post Office post office authorities to change the address for delivery of Borrower's mail to an address designated by Lender, to receive and open all mail addressed to Borrower Borrower, and to such address as retain all mail relating to the Lender shall designateCollateral and forward all other mail to Borrower; to endorse and (e) during the name existence of Borrower in favor an Event of the Lender upon any Default, make, settle and adjust all checksclaims under Borrower's policies of insurance, 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 Collateralcheck, any invoicesdraft, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, instrument or other documents item of title payment for the proceeds of the same or different nature relating such policies of insurance and make all determinations and decisions with respect to the Collateral; to sign the name such policies of Borrower on any notice of the 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 the Lender’s security interestinsurance. The appointment of Lender shall not be obliged to do any as Borrower's attorney-in-fact and each and every one 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, Lender's rights and it shall not be responsible to Borrower except for its own gross negligence or willful misconduct. All powers conferred upon the Lender by this Agreementpowers, being coupled with an interest, shall be is irrevocable so long as any Obligation of Borrower or any guarantor or surety to the Accounts in which Lender shall has a continuing security interest remain unpaid or and until all of the Lender is obligated under this Agreement to extend any credit to BorrowerObligations have been fully, indefeasibly repaid and performed.

Power of Attorney. Borrower Mortgagor hereby irrevocably constitutes and appoints the Lender Trustee as Borrower's Mxxxxxxxx’s true and lawful attorneyattorney in fact, exercisable upon the occurrence and during the continuance of any Event of Default, but subject to the Lien Subordination Agreement, to take any action with full power of substitutionrespect to the Property to preserve, protect, or realize upon Trustee’s interest therein, each at the sole risk, cost and expense of Borrower Mxxxxxxxx, but for the sole benefit of Trustee. The rights and powers granted Trustee by the Lenderwithin appointment include, upon but are not limited to, the occurrence of an Event of Default right and power to: (i) prosecute, defend, compromise, settle, or after DEMAND with respect to Obligations payable on DEMAND, to convert the Collateral into cash, including, without limitation, completing the manufacture or processing of work in process, and the sale (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 release any action relating to the CollateralProperty; to receive, open and dispose of 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 Lender shall designate; to (ii) endorse the name of Borrower Mortgagor in favor of the Lender Trustee upon any and all checks, drafts, money orders, notes, acceptances checks or other instruments of the same or different natureitems constituting Revenues; to (iii) sign and endorse the name of Borrower on Mortgagor on, and to receive as secured party 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 CollateralPersonal Property; to (iv) sign the name of Borrower on any notice of the Debtors or on verification of the Collateral; and to sign, if necessary, and file or record on behalf of Borrower Mortgagor any financing or other statement in order to perfect or protect the LenderTrustee’s security interest; (v) enter into leases or subleases relative to all or a portion of the Land or the Improvements; (vi) enter into any contracts or agreements relative to, and to take all action deemed necessary in connection with, the construction of any Improvements on the Land; (vii) manage, operate, maintain, or repair the Land and the Improvements; and (viii) exercise the rights of Mortgagor under any Leases, or Intangible Personal Property. The Lender Trustee shall not be obliged obligated to do perform any of the such acts or to exercise any of the powers hereinabove authorizedsuch powers, but if the Lender Trustee elects so to do any such act perform or exercise any such powerexercise, it Trustee 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 Mortgagor except for its own Trustee’s willful misconduct or gross negligence or willful misconductnegligence. All powers conferred upon the Lender Trustee by this AgreementSecurity Instrument, being coupled with an interest, shall be irrevocable so long as any Obligation until terminated by a written instrument executed by a duly authorized officer of Borrower or any guarantor or surety to the Lender shall remain unpaid or the Lender is obligated under this Agreement to extend any credit to BorrowerTrustee.

Power of Attorney. Borrower hereby irrevocably constitutes authorizes and appoints the Lender, or any of Lender's officers, employees or agents whom Lender may from time to time designate, as Borrower's true attorney with power to: (a) to endorse Borrower's name on any checks, notes, acceptances, drafts or other forms of payment or security that may come into Lender's possession; (b) to sign Borrower's name on any invoice or xxxx of lading relating to any Receivables, on drafts against Customers, on schedules and lawful attorneyconfirmatory assignments of Receivables, with full power on notices of substitutionassignment, at financing statements and amendments under the sole cost and expense of Borrower but for the sole benefit of the Lender, upon the occurrence of an Event of Default or after DEMAND with respect to Obligations payable on DEMAND, to convert the Collateral into cash, including, without limitation, completing the manufacture or processing of work in process, and the sale (either public or private) of all or any portion or portions of the inventory Commercial Code and other Collateralpublic records, on verifications of accounts and on notices to Customers; (c) to enforce collection of notify the Collateral, either in its own name or in post office authorities to change the name address for delivery of Borrower, including, without limitation, executing releases or waivers, compromising or settling with any Debtors and prosecuting, defending, compromising or releasing any action relating 's mail to the Collateralan address designated by Lender; (d) to receive, open and dispose of all mail addressed to Borrower; (e) to send requests for verification of accounts to Customers; (f) to obtain information from any bank, creditor, customer or other Person regarding Borrower's relationship, account, history etc.; (g) to sign lien waivers and other releases or satisfactions of claims or rights by Borrower in exchange for payment or other consideration which Lender in its sole discretion believes is appropriate under the circumstances; (h) to directly verify and/or confirm the existence, authenticity, accuracy or terms of any Receivable (both in Lender's own name or in Borrower's name) without previously notifying Borrower of its intention to do so and Borrower grants its consent to take therefrom any remittances Lender for Lender's employees and agents to represent themselves as employees 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 Lender shall designate; to endorse the name agents of Borrower for these purposes; and (i) to do all things necessary to carry out this Agreement; provided however, that the powers specified in favor clauses (c) and (d) above may be exercised only after the occurrence of an Event of Default. Borrower ratifies and approves all acts of the attorney. Neither Lender upon nor the attorney will be liable for any and all checks, drafts, money orders, notes, acceptances acts of commission or other instruments omission nor for any error in judgment or mistake of the same fact 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 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 the Lender’s security interestlaw. 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 This 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 Lender by this Agreement, being coupled with an interest, shall be is irrevocable so long as any Obligation of Borrower Receivable in which Lender has a security interest or any guarantor or surety Obligation remains unpaid. Borrower waives presentment and protest of all instruments and notice thereof, notice of default and dishonor and all other notices to the Lender shall remain unpaid or the Lender is obligated under this Agreement to extend any credit to Borrowerwhich Borrower may otherwise be entitled.

Power of Attorney. Borrower hereby irrevocably constitutes and appoints the Lender Bank as Borrower's its true and lawful attorney-in-fact, with full power of substitution, at the sole cost and expense of Borrower but for the sole benefit of the Lender, (a) exercisable upon the occurrence and during the continuance of an Event of Default Default, to: (i) sign Borrower’s name on any invoice or after DEMAND xxxx of lading for any Account or drafts against any Person; (ii) demand, collect, xxx, and give releases to any Person for monies due, settle and adjust disputes and claims directly with respect any applicable Person, and compromise, prosecute, or defend any action, claim, case, or proceeding about any Collateral (including filing a claim or voting a claim in any bankruptcy case in Bank’s or Borrower’s name, as Bank chooses); (iii) make, settle, and adjust all claims under Borrower’s insurance policies; (iv) pay, contest or settle any Lien, charge, encumbrance, security interest, or other claim in or to Obligations payable on DEMANDthe Collateral, or any judgment based thereon, or otherwise take any action to convert terminate or discharge the same; and (v) transfer 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 enforce collection of the Collateral, either in its own name or in the name of Borrower, including, without limitation, executing releases Bank or waivers, compromising or settling with any Debtors a third party as the Code permits; and prosecuting, defending, compromising or releasing any action relating to the Collateral; to (vi) receive, open and dispose of all mail addressed to Borrower Borrower; and to take therefrom (b) regardless of whether an Event of Default has occurred, to: (i) endorse Borrower’s name on 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 Lender shall designate; to endorse the name of Borrower in favor of the 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 receiptspayment instruments, or other documents forms of title of the same payment or different nature relating security; (ii) notify any payor including any Approved Capital Partner to the Collateralpay Bank directly; to and (iii) sign the Borrower’s name of Borrower on any notice of the 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 documents necessary to perfect or protect continue the Lenderperfection of Bank’s security interestinterest in the Collateral. 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 Bank’s foregoing appointment as a result of such exercise of powerBorrower’s attorney in fact, and it shall not be responsible to Borrower except for its own gross negligence or willful misconduct. All powers conferred upon the Lender by this Agreementall of Bank’s rights and powers, being coupled with an interest, are irrevocable until such time as all Obligations (other than inchoate indemnity obligations) have been satisfied in full, Bank is under no further obligation to make Credit Extensions and the Loan Documents have been terminated. Bank shall be irrevocable so long as not incur any Obligation liability in connection with or arising from the exercise of Borrower or such power of attorney and shall have no obligation to exercise any guarantor or surety to of the Lender shall remain unpaid or the Lender is obligated under this Agreement to extend any credit to Borrower.foregoing rights and remedies. 8.3

Power of Attorney. Borrower hereby irrevocably makes, constitutes and appoints the Lender each of Lender’s officers or agents as Borrower's true and lawful ’s attorney, -in-fact with full power of substitution, at in the sole cost and expense name of Borrower but for the sole benefit of the Lender, upon the occurrence of an Event of Default or after DEMAND with respect to Obligations payable on DEMAND, to convert the Collateral into cash, including, without limitation, completing the manufacture or processing of work in process, and the sale (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 BorrowerLender, includingbut for Lender’s use and benefit, without limitationto do or perform at any time, executing releases or waiversin Lender’s discretion, compromising or settling with any Debtors and prosecutingof the following: (i) at any time, defendingirrespective of whether there exists an Event of Default, compromising or releasing any action relating to the Collateral; to receive, open and dispose of all mail addressed to Borrower and endorse Borrower’s name on any checks or other payment items with respect to take therefrom any remittances or proceeds of Collateral in which the Lender has a security interest; and to notify Post Office authorities to change the address for delivery of mail addressed to Borrower deposit same and apply them to such address as the Lender shall designate; to endorse the name of Borrower in favor of the Obligations as Lender upon may elect; and (ii) at any and time that an Event of Default exists, cause all checks, drafts, money orders, notes, acceptances mail to be diverted from any post office box in Borrower’s name to a post office box or other instruments of the same address designated by Lender; demand, xxx for, collect and receive monies due or different nature; to sign and endorse the name of Borrower become due on any Accounts and to receive as secured party settle, compound, compromise or extend the time of payment of any Account or other Collateral upon terms acceptable to Lender without releasing Borrower from any liability to Lender, and do such other and further acts in Borrower’s name which Lender may deem necessary or desirable to enforce any of the Collateral, any invoices, freight terms of this Agreement 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 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 the Lender’s security interest. The Lender shall not be obliged to do collect any of the acts Obligations or exercise realize upon any of the powers hereinabove authorized, but if the Lender elects to do any such act or exercise any such Collateral. This 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 Lender by this Agreement, being coupled with an interest, shall be irrevocable so long as is irrevocable. Notwithstanding the foregoing, Lender agrees to forward to Borrower any Obligation of Borrower mail received by Lender that is not a payment that Lender is entitled to keep or any guarantor or surety apply to the Lender shall remain unpaid or the Lender is obligated under this Agreement to extend any credit to BorrowerObligations. [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT, EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH ASTERISKS [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]

Power of Attorney. Borrower To effectuate the terms and provisions hereof, Borrowers hereby designate and appoint Lender and its designees or agents as attorney-in-fact of Borrowers, irrevocably constitutes and appoints the Lender as Borrower's true and lawful attorney, with full power of substitution, at the sole cost and expense of Borrower but for the sole benefit of the Lenderwith authority, upon after the occurrence and during the continuance of an Event of Default or after DEMAND with respect to Obligations payable on DEMANDa Default, 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 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 to: receive, open and dispose of all mail addressed to Borrower Borrowers and reasonably believed by Lender to take therefrom any remittances or proceeds of Collateral in which relate to the Lender has a security interest; to Collateral, and notify the Post Office authorities to change the address for delivery of mail addressed to Borrower Borrowers to such address as Lender may designate (provided that items not relating to the Lender Collateral shall designatebe returned to Borrowers); to endorse the name of Borrower in favor of the Lender upon Borrowers on any and all notes, acceptances, checks, drafts, money orders, notes, acceptances instruments or other instruments evidences of the same or different natureCollateral that may come into Lender's possession; to sign and endorse the name of Borrower Borrowers on and to receive as secured party any of the Collateral, any invoices, freight documents, drafts against and notices to account Borrowers or express receiptsobligors of Borrowers, or bills assignments and requests for verification of lading, storage receipts, warehouse receipts, or other documents of title of the same or different nature accounts in each case relating to the Collateral; execute proofs of claim and loss relating to sign the name Collateral; execute endorsements, assignments or other instruments of Borrower on conveyance or transfer relating to the Collateral; adjust and compromise any notice of claims relating to the Debtors Collateral under insurance policies or on verification of otherwise; execute releases relating to the Collateral; and do all other acts and things necessary or advisable in the sole discretion of Lender to sign, if necessary, carry out and file enforce this Agreement or record on behalf of Borrower any financing or other statement in order to perfect or protect the Lender’s security interest. The Lender shall not be obliged to do any of the acts or exercise any of the powers hereinabove authorized, but if the Lender elects to do any such act or exercise any such power, it shall not be accountable for more than it actually receives as a result of such exercise of power, and it shall not be responsible to Borrower except for its own gross negligence or willful misconductObligations. All powers conferred upon acts done under the foregoing authorization are hereby ratified and approved and neither Lender by this Agreementnor any designee or agent thereof shall be liable for any acts of commission or omission, for any error of judgment or for any mistake or fact of law. This power of attorney being coupled with an interest, shall be interest is irrevocable so long as while any Obligation of Borrower or any guarantor or surety to the Lender Obligations shall remain unpaid or the Lender is obligated under this Agreement to extend any credit to Borrowerunpaid.

Power of Attorney. Borrower hereby irrevocably constitutes and appoints the Lender as Borrower's true and lawful attorney, with full power of substitution, at the sole cost and expense of Borrower but for the sole benefit of the Lender, upon Upon the occurrence and during the continuance of an Event of Default or after DEMAND with respect to Obligations payable on DEMANDwhich is not waived in writing by the Required Certificateholders, to convert (a) the Debtor does hereby irrevocably make, constitute and appoint 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 Agent or any portion of its officers or portions of the inventory designees its true and other Collateral; to enforce collection of the Collateral, either in its own name or lawful attorney-in-fact with full power in the name of Borrower, including, without limitation, executing releases the Collateral Agent or waivers, compromising or settling with any Debtors and prosecuting, defending, compromising or releasing any action relating to the Collateral; such other Person to receive, open and dispose of all mail addressed to Borrower the Debtor, and to take therefrom any remittances or proceeds upon the direction 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 Lender shall designate; Required Certificateholders to endorse the name of Borrower in favor of the Lender upon any and all notes, checks, drafts, money orders, notes, acceptances orders or other instruments evidences of payment relating to the Collateral that may come into the possession of the same Collateral Agent with full power and right upon the direction of the Required Certificateholders to cause the mail of such Persons to be transferred to the Collateral Agent's own offices or different natureotherwise, and upon the direction of the Required Certificateholders to do any and all other acts that the Required Certificateholders deem necessary or proper to carry out the intent of this Agreement and the grant of the security interests hereunder and under the Security Documents, and the Debtor hereby ratifies and confirms all that the Collateral Agent or its substitutes shall properly do by virtue hereof; to sign (b) the Debtor does hereby further irrevocably make, constitute and endorse appoint the Collateral Agent or any of its officers or designees its true and lawful attorney-in-fact in the name of Borrower on the Collateral Agent or the Debtor upon the direction of the Required Certificateholders (i) to enforce all of the Debtor's rights under and pursuant to all agreements with respect to the Collateral, all for the sole benefit of the Collateral Agent and to receive enter into such other agreements (as secured party may be lawful and without breach of contract) as may be necessary or appropriate in the reasonable judgment of the Collateral Agent to complete the distribution or exploitation of any Declared Qualifying Picture, (ii) to execute such other and further mortgages, pledges and assignments of the Collateral, any invoicesand related instruments or agreements, freight as the Collateral Agent may reasonably require for the purpose of perfecting, protecting, maintaining or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents of title of enforcing the same or different nature relating security interests granted to the Collateral; to sign the name of Borrower on any notice of the Debtors or on verification of the Collateral; and to sign, if necessaryCollateral Agent, and file or record on behalf of Borrower any financing or other statement in order to perfect or protect the Lender’s security interest. The Lender shall not be obliged (iii) to do any and all other things that the Required Certificateholders deem necessary or proper to carry out the intention of this Agreement and the grant of the acts security interests hereunder and under the other Security Documents. The Debtor hereby ratifies and confirms in advance all that the Collateral Agent as such attorney-in-fact or exercise any its substitutes shall properly do by virtue 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 this power 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 Lender by this Agreement, being coupled with an interest, shall be irrevocable so long as any Obligation of Borrower or any guarantor or surety to the Lender shall remain unpaid or the Lender is obligated under this Agreement to extend any credit to Borrowerattorney.

Power of Attorney. In order to permit Lender to exercise the rights and remedies set forth herein, Borrower hereby irrevocably constitutes and appoints the Lender as Borrower's true its attorney-in-fact and lawful attorney, agent with full power of substitution, at in the sole cost and expense name of Borrower but for the sole benefit of the Lender, upon the occurrence of an Event of Default or after DEMAND with respect to Obligations payable on DEMAND, to convert the Collateral into cash, including, without limitation, completing the manufacture or processing of work in process, and the sale (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 Lender or in the name of Borrower, includingto 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, executing releases or waivers, compromising or settling with any Debtors and prosecuting, defending, compromising or releasing any action relating to the Collateral; to Gaming Laws: (i) receive, open and dispose of examine all mail addressed to Borrower and retain any such mail relating to take therefrom any remittances or proceeds of the Collateral in which the Lender has a security interest; to notify Post Office authorities to change the address for delivery of mail addressed and return to Borrower to such address as the Lender shall designateonly that mail which is not so related; to endorse the name of Borrower in favor of the Lender upon any and all checks, drafts, money orders, notes, acceptances or other instruments of the same or different nature; to sign and (ii) endorse the name of Borrower on and any checks or other instruments or evidences of payment or other documents, drafts, or instruments arising in connection with or pertaining to receive as secured party any of the Collateral, to the extent that any invoicessuch items come into the possession of Lender; (iii) compromise, freight prosecute or express receiptsdefend any action, claim, or bills of ladingproceeding concerning the Collateral; (iv) perform any and all acts which Borrower is obligated to perform under the Loan Documents; (v) exercise such rights as Borrower might exercise with respect to the Collateral, storage receiptsincluding, warehouse receiptswithout limitation, the leasing or other documents utilization thereof and the collection of title any such rents or other payments applicable thereto; (vi) give notice of the same or different nature relating 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 in Borrower's name and file any notices, financing statements and other documents or instruments Lender determines are necessary or required to sign carry out fully the name of Borrower on any notice intent and purpose of the Debtors Loan Documents or on verification to perfect the Lender Lien. Borrower hereby ratifies and approves all that Lender shall do or cause to be done by virtue of the Collateral; power of attorney granted herein 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 Lender’s security interest. The agrees that neither Lender shall not be obliged to do nor any of the Lender's employees, agents, officers, or its attorneys will be liable for any acts or exercise 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 a court of competent jurisdiction in a decision which no longer is subject to appeal to be the result 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 Borrower except for its own gross negligence or the willful misconductor wanton misconduct of Lender or any such employees, agents, officers or attorneys of Lender. All powers conferred upon the The appointment of Lender by this Agreement, being as Borrower's attorney-in-fact is a power coupled with an interest, shall be irrevocable so long as any Obligation of Borrower or any guarantor or surety to the Lender and therefore shall remain unpaid or the Lender is obligated under this Agreement to extend any credit to irrevocable until all of Borrower's Obligations have been paid and performed in full.

Power of Attorney. (a) 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 constitutes made, constituted and appoints appointed the Lender as Borrower's true and lawful attorney, attorney for Borrower (without requiring any of them to act as such) with full power of substitution, at substitution to do the sole cost and expense of Borrower but for the sole benefit of the Lender, upon the occurrence of an Event of Default or after DEMAND with respect to Obligations payable on DEMAND, to convert the Collateral into cash, including, without limitation, completing the manufacture or processing of work in process, and the sale following: (either public or privatex) 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 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 Lender shall designate; to endorse the name of Borrower in favor of the Lender upon any and all checks, drafts, money orders, notes, acceptances or and other instruments for the payment of the same or different naturemoney that are payable to Borrower and constitute collections on Borrower's Accounts; to sign and endorse (y) execute in the name of Borrower on any financing statements, schedules, assignments, instruments, documents, and statements that Lender may deem necessary or desirable to receive as secured party enforce any of the Collateral, any invoices, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, Account or other documents of title of the same Collateral or different nature relating to the perfect Lender's security interest or lien in any Collateral; to sign and (z) do such other and further acts and deeds in the name of Borrower on that Lender may deem necessary or desirable to enforce any notice 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 Debtors or on verification proceeds of the Collateral; Collateral to the Lockbox Account, Lender, as the irrevocably made, constituted and appointed true and lawful attorney for Borrower pursuant to signthis paragraph, if necessarymay, and file or record on behalf of Borrower any financing by the signature or other statement in order to perfect or protect the act of any of Lender’s security interest. The Lender shall not be obliged 's officers (without requiring any of them to do so), direct any federal, state or fiscal intermediary. or, during an Event of Default, any private payor as well, to pay proceeds 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 Collateral 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 Obligation of Borrower or any guarantor or surety directing payment to the Lender shall remain unpaid or the Lender is obligated under this Agreement to extend any credit to BorrowerLockbox Account.

Power of Attorney. Borrower Each Debtor hereby irrevocably constitutes designates and appoints the Lender as Borrower's Collateral Agent its true and lawful attorney, with full power of substitution, at attorney either in the sole cost and expense of Borrower but for the sole benefit name of the LenderCollateral Agent or in the name of each respective Debtor, effective upon the occurrence and during the existence of an Event of Default or after DEMAND with respect to Obligations payable on DEMANDActionable Default, to convert ask for, demand, sue for, collect, compromise, compound, receive, receipt for and give xxquittance for any and all sums owing or which may become due upon any part of the Collateral into cashor 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, 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; power to enforce collection of the Collateral, either in its own name or endorse in the name of Borrowereach Debtor on any checks, includingdrafts, without limitationnotes or other instruments received in payment of or on account of the Collateral or under any insurance maintained in accordance with the Security Documents, executing releases or waivers, compromising to sign each Debtor's name on any invoice or settling with any Debtors and prosecuting, defending, compromising or releasing any action bill of lading relating to the Collateral; , on notices of assignment, xx xublic records, on verifications of Collateral and on notices to Account Debtors, or on any proof of claim in bankruptcy proceeding against an Account Debtor and any other obligor with respect to the Collateral, to send requests for verification from Account Debtors, to notify the post office authorities to change the address for delivery of each Debtor's mail to an address designated by the Collateral Agent and to receive, open and dispose of all mail addressed to Borrower and to take therefrom any remittances or proceeds of each Debtor. Notwithstanding the foregoing, the 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 Lender shall designate; to endorse the name of Borrower in favor of the 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 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 the Lender’s security interest. The Lender Agent shall not be obliged under any duty to do any of the acts or exercise any of the powers hereinabove authorized, but if the Lender elects Debtor 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 authority or power or in any way be responsible to Borrower except for its own gross negligence the collection of the Collateral or willful misconductunder any insurance maintained in accordance with the Security Documents. All powers conferred upon the Lender by this AgreementThe foregoing power of attorney, being coupled with an interest, shall be is irrevocable so long as until the Secured 138 Obligations have been fully satisfied and any Obligation commitments therefor terminated. The Collateral Agent may file one or more financing statements disclosing its Lien in any or all of Borrower or the Collateral without any guarantor or surety Debtor's signature appearing thereon. Each Debtor also hereby grants to the Lender shall remain unpaid Collateral Agent a power of attorney to execute any such financing statement, or amendments and supplements to financing statements, on behalf of such Debtor without notice thereof to such Debtor, which power of attorney is coupled with an interest and is irrevocable until the Lender is obligated under Secured Obligations have been fully satisfied and this Agreement to extend any credit to Borrowerterminated.

Power of Attorney. Borrower hereby irrevocably constitutes and appoints (which appointment is coupled with an interest) Collateral Agent, or its delegate, as the Lender as Borrower's true and lawful attorney, with full power of substitution, at the sole cost and expense -in-fact of Borrower with the right (but for not the sole benefit of the Lenderduty) from time to time, upon following the occurrence and during the continuance of an Event of Default Default, to: (a) create, prepare, complete, execute, deliver, endorse or after DEMAND with respect file, in the name and on behalf of Borrower, any and all instruments, documents, financing statements, applications for insurance and other agreements and writings required to Obligations payable on DEMANDbe obtained, executed, delivered or endorsed by Borrower under this Section 3; (b) 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 inventory and other Collateral; (c) to enforce collection of the Collateral, either in its own name or in the name of Borrower, including, without limitation, executing releases or waiversreleases, compromising or settling with any Debtors Account debtors and prosecuting, defending, compromising or releasing any action relating to the Collateral; (d) to receive, open and dispose of all mail addressed to Borrower and to take therefrom any remittances or proceeds of Collateral in which the Lender Collateral Agent has a security interest; (e) to notify Post Office post office authorities to change the address for delivery of mail addressed to Borrower to such address as the Lender Collateral Agent shall designate; (f) to endorse the name of Borrower in favor of the Lender Collateral Agent upon any and all checks, drafts, money orders, notes, acceptances or other instruments of the same or different nature; (g) to sign and endorse the name of 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; (h) to sign the name of Borrower on any notice of to the Debtors Account debtors or on verification of the Collateral; and (i) to sign, if necessary, sign and file or record on behalf of Borrower any financing or other statement in order to perfect or protect the LenderCollateral Agent’s security interest. The Lender Collateral Agent shall not be obliged to do any of the acts or exercise any of the powers hereinabove authorized, but if the Lender Collateral 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 Borrower except for its own gross negligence or willful misconductmisconduct in bad faith. All powers conferred upon the Lender Collateral Agent by this Agreement, being coupled with an interest, shall be irrevocable so long as any Obligation of Borrower or any guarantor or surety to the Lender Collateral Agent shall remain unpaid or the Lender is obligated under this Agreement to extend any credit to Borrowerunpaid.

Power of Attorney. The Borrower hereby irrevocably constitutes and appoints the Lender Agent and the ---------------------- Agent's designee as the Borrower's true and lawful attorney, with full power power: (a) to endorse the Borrower's name on any checks, notes, acceptances, money orders, or other forms of substitutionpayment or security that come into the Agent's or any Lender's possession; (b) to sign the Borrower's name on any invoice, at 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 and other public records; (c) to sign the sole cost Borrower's name on any financing statements as may be reasonably deemed necessary or desirable by Agent or any Lender in order to perfect or maintain perfected the Agent's Liens on any Collateral and expense of Borrower but 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 the sole benefit delivery of the Lender, upon Borrower's mail to an address designated by the occurrence of an Event of Default or after DEMAND with respect to Obligations payable on DEMAND, to convert the Collateral into cash, including, without limitation, completing the manufacture or processing of work in process, Agent and 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 the Borrower; (e) to take therefrom any remittances send requests for verification of Accounts to customers or proceeds of Collateral Account Debtors; (f) to clear Inventory, through customs in which the Lender has a security interest; to notify Post Office authorities to change Borrower's name, the address for delivery of mail addressed to Borrower to such address as the Lender shall designate; to endorse Agent's name or the name of Borrower in favor of the Lender upon any Agent's designee, and all checks, drafts, money orders, notes, acceptances or other instruments of the same or different nature; to sign and endorse deliver to customs officials powers of attorney in the Borrower's name for such purpose; and (g) to do all things necessary to carry out this Agreement; provided, however, that the power of attorney granted under -------- ------- the preceding clauses (a), (b), (d), (f) and (g) shall only be exercisable while an Event of Default exists. The Borrower on ratifies and to receive as secured party any approves all acts of such attorney. None of the Collateral, Lenders or the Agent nor their attorneys will be liable for 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 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 the Lender’s security interest. The Lender shall not be obliged to do any of the acts or exercise omissions or for any error of judgment or mistake of fact or law unless 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 Borrower except for its own bad faith, gross negligence or willful misconduct. All powers conferred upon the Lender by this AgreementThis power, being coupled with an interest, shall be is irrevocable so long as any Obligation of Borrower or any guarantor or surety to the Lender shall remain unpaid or the Lender is obligated under until this Agreement to extend any credit to Borrowerhas been terminated and the Obligations have been fully satisfied.

Power of Attorney. Borrower hereby irrevocably constitutes and appoints the Lender as Borrower's true and lawful attorney, with full power of substitution, at the sole cost and expense of Borrower but for the sole benefit In addition to all of the Lenderpowers granted to the Price Note Collateral Agent pursuant to Section 5 of the Purchase Agreement, the Pledgor hereby appoints and constitutes the Price Note Collateral Agent as the Pledgor's attorney-in-fact to exercise all of the following powers upon and at any time after the occurrence of an Event of Default Default: (i) collection of proceeds of any Price Note Pledged Collateral then in the possession of the Price Note Collateral Agent (and any other Price Note Pledged Collateral which the Price Note Collateral Agent then is entitled to possess pursuant to the terms of this Agreement), or after DEMAND with respect any part thereof; (ii) conveyance of any item of Price Note Pledged Collateral then in the possession of the Price Note Collateral Agent (and any other Pledged Collateral which the Price Note Collateral Agent then is entitled to Obligations payable on DEMANDpossess pursuant to the terms of this Agreement), or any part thereof, to convert 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 10 hereof and (v) paying or discharging taxes or Liens levied or placed upon or threatened against the Price Note Pledged Collateral into cashthen in the possession of the Price Note Collateral Agent (and any other Pledged Collateral which the Price Note Collateral Agent then is entitled to possess pursuant to the terms of this Agreement), includingor any part thereof, the legality or validity thereof and the amounts necessary to discharge the same to be determined by the Price Note Collateral Agent in its sole discretion, and such payments made by the Price Note Collateral Agent to become the obligations of the Pledgor to the Price Note Collateral Agent, due and payable immediately without demand. The Price Note Collateral Agent's authority hereunder shall include, without limitation, completing the manufacture authority to endorse and negotiate, for the Price Note Collateral Agent's own account, any checks 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 enforce collection of the Collateral, either in its own name or instruments in the name of Borrowerthe Pledgor, includingexecute and give receipt for any certificate of ownership or any document, without limitation, executing releases or waivers, compromising or settling with transfer title to any Debtors item of Price Note Pledged Collateral then in the possession of the Price Note Collateral Agent (and prosecuting, defending, compromising or releasing any action relating other Pledged Collateral which the Price Note Collateral Agent then is entitled to possess pursuant to the Collateral; terms of this Agreement), or any part thereof, sign the Pledgor's name on all financing statements or any other documents deemed necessary or appropriate to receivepreserve, open and dispose of all mail addressed to Borrower protect or perfect the security interest in such Price Note Pledged Collateral and to take therefrom any remittances or proceeds of Collateral in which file 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 Lender shall designate; to endorse the name of Borrower in favor of the Lender upon any same, prepare, file 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 Pledgor's name of Borrower on any notice of Lien, and prepare, file and sign the Debtors Pledgor's name on a proof of claim in bankruptcy or on verification similar document against any customer of the Collateral; Pledgor, and to sign, if necessary, and file take any other actions arising from or record on behalf of Borrower any financing or other statement in order incident to perfect or protect the Lender’s security interest. The Lender shall not be obliged to do any of the acts or exercise any of the powers hereinabove authorized, but if granted to 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 Borrower except for its own gross negligence or willful misconduct. All powers conferred upon the Lender by Price Note Collateral Agent in this Agreement, being . This power of attorney is coupled with an interest, shall be interest and is irrevocable so long as any Obligation of Borrower or any guarantor or surety to by the Lender shall remain unpaid or the Lender is obligated under this Agreement to extend any credit to BorrowerPledgor.

Power of Attorney. Borrower hereby irrevocably constitutes Seller grants to FGI an irrevocable power of attorney authorizing and appoints the Lender as Borrower's true and lawful attorneypermitting FGI, at its option, with full power of substitution, at the sole cost and expense of Borrower but for the sole benefit or without notice to Seller to do any or all of the Lenderfollowing in the Seller’s name or otherwise: (a) endorse the name of Seller on any checks or other evidences of payment whatsoever that may come into the possession of FGI regarding Purchased Accounts, their Related Rights or Collateral, including checks or other payment instruments received by FGI pursuant to Section 8 hereof; (b) upon the occurrence and during the continuance of an Event of Default, receive, open and dispose of any mail addressed to Seller and put FGI’s address on any statements mailed to Account Debtors; (c) subject to Section 7(b) and upon providing prior written notice to Seller, pay, settle, compromise, prosecute or defend any action, claim, conditional waiver and release, or proceeding relating to Purchased Accounts, their Related Rights or Collateral; (d) upon the occurrence of an Event of Default or after DEMAND with respect to Obligations payable on DEMANDDefault, 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 inventory and other Collateral; to enforce collection of the Collateral, either in its own name or notify in the name of Borrowerthe Seller, 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 the Lender has a security interest; to notify U.S. Post Office and any other postal authorities to change the address for delivery of mail addressed to Borrower Seller to such address as the Lender shall FGI may designate; provided, however, that FGI shall turn over to endorse Seller all such mail not relating to Purchased Accounts, their Related Rights or Collateral; (e) file any Financing Statements deemed necessary or appropriate by FGI to protect FGI’s interest in and to the name Purchased Accounts, their Related Rights or Collateral, or under any provision of Borrower in favor this Agreement; (f) upon the occurrence and during the continuance of the Lender upon an Event of Default, effect debits to any and all checks, drafts, money orders, notes, acceptances demand deposit or other instruments of deposit account that Seller maintains at any bank, trust company, savings and loan association, credit union, other financial institution or like organization for any sums due to or from 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 Debtors or on verification of the CollateralSeller under this Agreement; and (g) and upon the occurrence and during the continuance of an Event of Default, to sign, if necessary, do all other things necessary and file or record on behalf of Borrower any financing or other statement proper in order to perfect or protect the Lender’s security interestcarry out this Agreement. The Lender shall not be obliged powers and authority granted 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 Borrower except for its own gross negligence or willful misconduct. All powers conferred upon the Lender by this Agreement, being FGI herein are coupled with an interest, shall be interest and are irrevocable so long as any Obligation of Borrower or any guarantor or surety to the Lender shall remain unpaid or the Lender is obligated under until this Agreement to extend any credit to Borroweris terminated and all Obligations are fully satisfied.

Power of Attorney. The Borrower hereby irrevocably constitutes and appoints the Lender as BorrowerBank and the Bank's designees from time to time its true and lawful attorneyattorneys-in-fact, with full power of substitution, at substitution in the sole cost and expense of Borrower but for the sole benefit of the Lender, premises upon the occurrence of an Event of a Default (a) to demand, collect, receipt for, settle, compromise, adjust, xxx for, foreclose or after DEMAND with respect to Obligations payable on DEMAND, to convert realize upon the Collateral into cashin such manner as the Bank may determine, includingwhether or not the Collateral is then due; (b) to receive, without limitation, completing the manufacture or processing of work in processopen, and dispose of mail addressed to the sale Borrower; (either public c) to endorse notes, checks, drafts, money orders, Documents or private) other evidences of all payment, shipment or storage or any portion or portions form of the inventory Collateral on behalf of and other Collateral; to enforce collection of the Collateral, either in its own name or in the name of the Borrower, including, without limitation, executing releases ; (d) to sign and send on behalf of the Borrower any invoice or waivers, compromising or settling with any Debtors and prosecuting, defending, compromising or releasing any action 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 CollateralBorrower's name to the proofs of claim against any Account Debtor on behalf of the Borrower; to receive, open and dispose of all mail addressed to Borrower and to take therefrom any remittances or proceeds of Collateral in which the Lender has a security interest; (f) to notify Post Office the post office authorities to change the address for delivery of the Borrower's mail addressed to Borrower to such an address as designated by the Lender shall designateBank; (g) to endorse Borrower's name on all applications, documents, papers, certificates and instruments necessary or expedient for the name of Borrower in favor of Bank to use the 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 receiptsIntellectual Property, or bills of lading, storage receipts, warehouse receiptsnecessary 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 documents of title of the same or different nature relating formula with respect to the Collateral; to sign the name of Borrower on any notice of the Debtors or on verification of the CollateralIntellectual Property; and (h) to sign, if necessary, and file or record on behalf of Borrower any financing or other statement in order do all things necessary to perfect or protect the Lender’s security interestcarry out this Security Agreement. The Lender shall not Borrower hereby ratifies and approves all acts of such attorneys. Neither the Bank nor any attorney will be obliged to do liable for any of the acts or exercise omissions nor for any error of the powers hereinabove authorizedjudgment or mistake of fact or law, but if the Lender elects to do any such act or exercise any such powerabsent gross negligence, 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 bad faith or willful misconduct. All powers conferred upon the Lender by this AgreementThis power, being coupled with an interest, shall be is irrevocable so long as any Obligation of Borrower or any guarantor or surety until the Liabilities have been fully satisfied. Notwithstanding anything herein to the Lender contrary, no attorney acting pursuant to this Section 9.5 shall remain unpaid or have any authority to confess judgment on behalf of the Lender is obligated under this Agreement to extend any credit to Borrower.

Power of Attorney. Each Borrower hereby irrevocably constitutes reaffirms its irrevocable appointment of the Administrative Agent, as its agent and appoints the Lender as Borrower's true and lawful attorney-in-fact, with full power of substitution, having full power and authority, in its own name, in the name of any Lender(s), in the name of any Borrower or otherwise (but at the sole cost and expense of Borrower but for the sole benefit Borrowers and without notice to any Borrower), to (a) upon an Event of Default, notify Account Debtors obligated on any of the LenderReceivables to make payments thereon directly to the lockbox referenced in Section 11.2 of this Agreement, upon and to take control of the occurrence 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 after DEMAND with respect to Obligations payable on DEMANDwas theretofore making collections thereon; (b) upon an Event of Default, to convert compromise, extend or renew any of the Collateral into cashconstituting Receivables or deal with any of the Collateral as the Administrative Agent may deem advisable; (c) upon an Event of Default, includingrelease 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 limitationcost or expense to the Administrative Agent, completing make such use of any Borrower’s place(s) of business as may be reasonably necessary to administer, control and/or collect the manufacture Collateral; (e) upon an Event of Default, repair, alter or processing supply goods, if any, necessary to fulfill in whole or in part the purchase order of work in processany Account Debtor; (f) demand, collect receipt for and upon an Event of Default, and the sale (either public or private) give renewals, extensions, discharges and releases of all or any portion or portions part of the inventory and other 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, either in its own name settle, renew, extend, compromise, compound, exchange or in adjust claims with respect to all or any part of the name Collateral or any legal proceedings brought with respect thereto; and (i) upon an Event of BorrowerDefault, including, without limitation, executing releases or waivers, compromising or settling with any Debtors receive and prosecuting, defending, compromising or releasing any action relating to the Collateral; to receive, open and dispose of all mail addressed to any Borrower (other than mail sent to the Lockbox which may be received and to take therefrom opened in the ordinary course of Lockbox procedures irrespective of whether any remittances or proceeds Event of Collateral in which Default has occurred), and if an Event of Default exists hereunder, notify the Lender has a security interest; to notify Post Office authorities to change the address for the delivery of mail addressed to any Borrower to such address as the Lender shall Administrative Agent may designate; it being understood that the rights granted to the Administrative Agent in this clause (i), which are operative on the occurrence of an Event of Default, shall not in any way limit or impair the other rights provided to the Administrative Agent and/or Lenders in this Agreement or any 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 Administrative Agent, as its agent and attorney-in-fact, with power of substitution, having full power and authority, in its own name, in the name of 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) and regardless of whether an Event of Default has occurred or any act, event or condition which with notice or the lapse of time, or both, would constitute an Event of Default has occurred, to (i) file financing statements and continuation statements covering the Collateral and execute the same on behalf of any Borrower; (ii) 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 in favor of the Lender upon any and all checks, drafts, money orders, notes, acceptances or other instruments items 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 payment relating to the Collateral; to sign the name Collateral or upon any proof of Borrower on claim in bankruptcy against any notice of the 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 the Lender’s security interest. The Lender shall not be obliged to do any of the acts or exercise any of the powers hereinabove authorized, but if the Lender elects to do any such act or exercise any such power, it shall not be accountable for more than it actually receives as a result of such exercise of power, and 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 Obligation of Borrower or any guarantor or surety to the Lender shall remain unpaid or the Lender is obligated under this Agreement to extend any credit to BorrowerAccount Debtor.

Power of Attorney. Borrower hereby irrevocably constitutes and appoints the Lender as Borrower's true and lawful ’s attorney, -in-fact with full power of substitution, for Borrower and any of its Subsidiary’s and in Borrower’s or any of its Subsidiary’s name to do, at the sole cost Lender’s option and at Borrower’s expense of Borrower but for the sole benefit of the Lender, upon the occurrence and during the continuance of an Event of Default or after DEMAND with respect to Obligations payable on DEMANDDefault, to convert the Collateral into cash(a) ask, demand, collect (including, without limitationbut not limited to the execution, completing the manufacture or processing of work in process, and the sale (either public or private) of all Borrower’s or any portion or portions Subsidiary’s name, of the inventory notification letters), xxx for, compound 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 the Lender has a security interest; to notify Post Office authorities to change the address give acquittance for delivery of mail addressed to Borrower to such address as the Lender shall designate; to endorse the name of Borrower in favor of the 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 payments assigned hereunder and to receive as secured party endorse, in writing or by stamp, Borrower’s name or otherwise on all checks for 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 Debtors or on verification monies in respect of the Collateral; (b) sign Borrower’s or any of its Subsidiaries’ name on any invoice or xxxx of lading for any account or drafts against Account Debtors; (c) settle and to signadjust disputes and claims about any accounts directly with Account Debtors, if necessaryfor amounts and on terms Lender determines reasonable; (d) make, settle, and file adjust all claims under Borrower’s insurance policies; (e) pay, contest or record settle any lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of Lender or a third party as the UCC or any applicable law permits. Borrower hereby appoints Lender as its lawful attorney-in-fact to sign Borrower’s or any of its Subsidiaries’ name on behalf of Borrower any financing or other statement in order documents necessary to perfect or protect continue the perfection of Lender’s security interestinterest in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligations) have been satisfied in full and Lender is under no further obligation to make extend loans hereunder. The Lender shall not be obliged to do Lender’s foregoing appointment as Borrower’s or 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 powerits Subsidiaries’ attorney in fact, and it shall not be responsible to Borrower except for its own gross negligence or willful misconduct. All powers conferred upon the Lender by this Agreementall of Lender’s rights and powers, being coupled with an interest, shall be are irrevocable so long as any Obligation of Borrower or any guarantor or surety until all Obligations (other than inchoate indemnity obligations) have been fully repaid and performed and Lender’s obligation to the Lender shall remain unpaid or the Lender is obligated under this Agreement to extend any credit to Borrowerprovide loans terminates.

Power of Attorney. Borrower hereby irrevocably constitutes designates and appoints the Lender (and all persons designated by Lender) as Borrower's true and lawful attorney-in-fact, with full power of substitution, at the sole cost and expense of Borrower but for the sole benefit of the authorizes Lender, upon the occurrence of in Borrower's or Lender's name, to: (a) at any time an Event of Default has occurred and is continuing (i) demand payment on Receivables or after DEMAND with other Collateral, (ii) enforce payment of Receivables by legal proceedings or otherwise, (iii) exercise all of Borrower's rights and remedies to collect any Receivable or other Collateral, (iv) sell or assign any Receivable upon such terms, for such amount and at such time or times as the Lender deems advisable, (v) settle, adjust, compromise, extend or renew an Account, (vi) discharge and release any Receivable, (vii) prepare, file and sign Borrower's name on any proof of claim in bankruptcy or other similar document against an account debtor other obligor in respect of any Receivables or other Collateral, (viii) notify the post office authorities to Obligations payable on DEMAND, change the address for delivery of remittances from account debtors or other obligors in respect of Receivables or other proceeds of Collateral to convert the Collateral into cash, including, without limitation, completing the manufacture or processing of work in processan address designated by Lender, and 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 handle and store all mail relating to the Collateral; and (ix) do all acts and things which are necessary, in Lender's determination, to fulfill Borrower's obligations under this Agreement and the other Financing Agreements and (b) at any time to (i) take therefrom control in any manner of any item of payment in respect of Receivables or constituting Collateral or otherwise received in or for deposit in the Blocked Accounts or otherwise received by Lender, (ii) have access to any lockbox or postal box into which remittances from account debtors or other obligors in respect of Receivables or other 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 Lender shall designate; to are sent or received, (iii) endorse the Borrower's name of Borrower in favor of the Lender upon any items of payment in respect of Receivables or constituting Collateral or otherwise received by Lender and all checksdeposit the same in Lender's account for application to the Obligations, drafts(iv) endorse Borrower's name upon any chattel paper, money ordersdocument, notesinstrument, acceptances invoice, or similar document or agreement relating to any Receivable or any goods pertaining thereto or any other Collateral, including any warehouse 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 ladinglading and other negotiable or non-negotiable documents, storage receipts(v) clear Inventory the purchase of which was financed with Letter of Credit Accommodations through U.S. Customs in Borrower's name, warehouse receipts, Lender's name or other documents of title of the same or different nature relating to the Collateral; to sign the name of Borrower Lender's designee, and to sign and deliver to customs officials powers of attorney in Borrower's name for such purpose, and to complete in Borrower's or Lender's name, any order, sale or transaction, obtain the necessary documents in connection therewith and collect the proceeds thereof, (vi) sign Borrower's name on any notice of the Debtors or on verification of the Collateral; Receivables and notices thereof to sign, if necessary, account debtors or other obligors in respect thereof and (vii) execute in Borrower's name and file any UCC financing statements or record on behalf of amendments thereto. Borrower hereby releases Lender and its officers, employees and designees from any financing or other statement in order to perfect or protect the Lender’s security interest. The Lender shall not be obliged to do liabilities arising from 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 poweracts under this power of attorney and in furtherance thereof, it shall not be accountable for more than it actually receives whether of omission or commission, except as a result of such exercise of power, and it shall not be responsible to Borrower except for its Lender's 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 wilful misconduct as any Obligation determined pursuant to a final non-appealable order of Borrower or any guarantor or surety to the Lender shall remain unpaid or the Lender is obligated under this Agreement to extend any credit to Borrowera court of competent jurisdiction.

Power of Attorney. Upon the occurrence, and during the continuance, of any Event of Default, without limiting Coast's other rights and remedies, Borrower hereby irrevocably constitutes and appoints Co-Borrower grant to Coast an irrevocable power of attorney coupled with an interest, authorizing and permitting Coast (acting through any of its employees, attorneys or agents) at any time, at its option, but without obligation, with or without notice to Borrowers, and at Borrowers' expense, to do any or all of the Lender as following, in Borrower's true and lawful attorneyand/or Co-Borrower's name or otherwise, with full power of substitution, at but Coast agrees to exercise the sole cost and expense following powers in a commercially reasonable manner: (a) Execute on behalf of Borrower but for the and/or Co-Borrower any documents that Coast may, in its sole benefit of the Lenderdiscretion, upon the occurrence of an Event of Default or after DEMAND with respect deem advisable in order to Obligations payable on DEMAND, to convert the Collateral into cash, including, without limitation, completing the manufacture or processing of work perfect and maintain Coast's security interest in process, and 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 order to exercise a right of Borrower and/or Co-Borrower or Coast, or in order to fully consummate all the name transactions contemplated under this Agreement, and all other present and future agreements; (b) Execute on behalf of Borrower and/or Co-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 which this part of Coast's Collateral or in which Coast has an interest; (c) Execute on behalf of Borrower and/or Co-Borrower, including, without limitation, executing releases or waivers, compromising or settling with any Debtors and prosecuting, defending, compromising or releasing any action invoices relating to the Collateralany Receivable, 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; to receive, open and dispose (d) Take control in any manner of all mail addressed to Borrower and to take therefrom any remittances cash or non-cash items of payment or proceeds of Borrower's Collateral in which the Lender has a security interestand/or Co-Borrower's Collateral; to notify Post Office authorities to change the address for delivery of mail addressed to Borrower to such address as the Lender shall designate; to endorse the name of Borrower and/or Co-Borrower upon any instruments, or documents, evidence of payment or Borrower's Collateral and/or Co-Borrower's Collateral that may come into Coast's possession; (e) Endorse all checks and other forms of remittances received by Coast; (f) Pay, contest or settle any lien, charge, encumbrance, security interest and adverse claim in favor or to any of Borrower's Collateral and/or Co-Borrower's Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the Lender upon same; (g) Grant extensions of time to pay, compromise claims and settle Receivables and General Intangibles for less than face value and execute all releases and other documents in connection therewith; (h) Pay any sums required on account of Borrower's and/or Co-Borrower's taxes or to secure the release of any liens therefor, or both; (i) Settle and adjust, and give releases of, any insurance claim that relates to any of Borrower's Collateral and/or Co-Borrower's Collateral and obtain payment therefor; (j) Instruct any third party having custody or control of any books or records belonging to, or relating to, Borrower and/or Co-Borrower to give Coast the same rights of access and other rights with respect thereto as Coast has under this Agreement; and (k) Take any action or pay any sum required of Borrower and/or Co-Borrower pursuant to this Agreement and any other present or future agreements. Any and all reasonable sums paid and any and all checksreasonable costs, draftsexpenses, money ordersliabilities, notes, acceptances or other instruments obligations and attorneys' fees incurred by Coast with respect to the foregoing shall be added to and become part of the Joint Obligations, and shall be payable on demand. Coast may charge the foregoing to Borrowers' Joint Loan Account and the foregoing shall thereafter bear interest at the same rate applicable to the Receivable Loans. In no event shall Coast's rights under the foregoing power of attorney 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 Coast's 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 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 the Lender’s security interest. The Lender shall not be obliged to do any of the acts or exercise any of the powers hereinabove authorized, but if the Lender elects to do any such act or exercise any such power, it shall not be accountable for more than it actually receives as a result of such exercise of power, and 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 Obligation of Borrower or any guarantor or surety to the Lender shall remain unpaid or the Lender is obligated rights under this Agreement be deemed to extend any credit to indicate that Coast is in control of the business, management or properties of Borrower and/or Co-Borrower.

Power of Attorney. Borrower hereby irrevocably constitutes appoints Lender and appoints the Lender its designees as Borrower's true and lawful attorneyattorney in fact, with full power to exercise in Lender's discretion, and regardless of substitution, at the sole cost and expense of Borrower but for the sole benefit of the Lender, upon the occurrence of whether an Event of Default or after DEMAND is then existing, all of the following powers, such powers being coupled with an interest: (A) to notify all Account Debtors with respect to Obligations payable on DEMANDthe Financed Accounts to make payment directly to Lender; (B) to receive, to convert the Collateral into cash, including, without limitation, completing the manufacture or processing of work in processdeposit, and the sale (either public or private) of endorse Borrower's name on all or any portion or portions of the inventory checks, drafts, money orders and other Collateral; to enforce collection forms 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 payment relating to the CollateralFinanced Accounts; (C) to demand, collect, receive, sue, and give releases to any Account Debtor for the monies due or wxxxh may become due on or in connection with the Financed Accounts; (D) to compromise, prosecute, or defend any action, claim, case, or proceeding relating to the Financed Accounts, 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 elect; (E) to sell, assign, transfer, pledge, compromise, or discharge any Financed Accounts; (F) to receive, open open, redirect and dispose of all mail addressed to Borrower for the purpose of collecting the Financed Accounts and to take therefrom all the actions permitted in subsection (B) above with respect to any remittances or proceeds of Collateral payments in which the Lender has a security interestany such mail; (G) to notify Post Office authorities to change the address for delivery of mail addressed to Borrower to such address as the Lender shall designate; to endorse execute in the name of Borrower and file against Borrower in favor of Lender such financing statements and other agreements as Lender deems necessary to evidence or perfect its security interest in the Lender upon any Financed Accounts and all checks, drafts, money orders, notes, acceptances or the 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 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 the Lender’s security interest. The Lender shall not be obliged (H) to do all acts and things necessary or expedient, in furtherance of any such purposes. Upon the occurrence of an Event of Default, all of the acts or exercise any power of the powers hereinabove authorized, but if the attorney rights granted by Borrower to 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 the Lender by this Agreement, being coupled with an interest, hereunder shall be irrevocable so long as any Obligation of Borrower or any guarantor or surety applicable with respect to the Lender shall remain unpaid or the Lender is obligated under this Agreement to extend any credit to Borrowerall Collateral.

Power of Attorney. Each Borrower hereby irrevocably constitutes appoints and appoints the instructs Lender as Borrower's true and lawful its attorney-in-fact, with full power authority in the place and stead of substitutionsuch Borrower and in the name of such Borrower, at Lender or otherwise, from time to time in Lender’s discretion to take any and all actions necessary and proper, to carry out the sole cost intent of this Agreement and expense (a) to perfect and protect the lien, pledge, assignment and security interest of Borrower but for Lender created hereunder, (b) from and during the sole benefit of the Lender, upon the occurrence continuance of an Event of Default or after DEMAND with respect Default, (i) to Obligations payable on DEMANDask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and 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 inventory and other Collateral; to enforce collection of the Collateral, either in its own name become due under or in the name respect 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 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 Lender shall designate; to endorse the name of Borrower in favor of the 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, (ii) to file any invoices, freight claims or express receipts, take any action or bills institute any proceedings for the collection of lading, storage receipts, warehouse receipts, or other documents of title any of the same Collateral or different nature relating otherwise to enforce the Collateral; rights of Lender with respect to sign the name of Borrower on any notice of the Debtors or on verification of the Collateral; , and (iii) in connection with the exercise of any power, right, privilege or remedy pursuant to this Agreement, to make all necessary assignments, transfers and deliveries of the Collateral and rights and to signexecute all applications, if necessarycertificates, instruments, assignments and other documents and papers, and file or record on behalf (c) to collect and receive any insurance proceeds paid with respect to any portion of Borrower the insurance policies required to be maintained hereunder to applied in accordance with the terms of the Mortgage and this Agreement, and to endorse any financing checks, drafts or other statement in order instruments representing any insurance proceeds whether payable by reason of loss thereunder or otherwise. Borrower hereby ratifies, approves and confirms all actions taken by Lender and its attorneys-in-fact pursuant to perfect this Section 2.33. Neither Lender nor any Lender or protect attorney-in-fact will be liable for any acts of commission or omission nor for any error of judgment or mistake of fact or law with respect to its dealings with the LenderCollateral, except with respect to such Person’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 Borrower except for its own gross negligence or willful misconduct. All powers conferred upon the Lender by this AgreementThis power of attorney, being coupled with an interest, shall be is irrevocable so long until the date upon which the Debt has been indefeasibly satisfied in full. Without limiting the foregoing, if each Borrower fails to perform any agreement or obligation contained herein, Lender may itself perform, or cause performance of, where necessary or advisable in the name or on behalf of such Borrower, and at the expense of such Borrower, as any Obligation of Borrower or any guarantor or surety to the Lender shall remain unpaid or the Lender is obligated under this Agreement to extend any credit to Borrowerapplicable.

Power of Attorney. Borrower hereby irrevocably constitutes and appoints the Lender, or any of Lender's officers, employees or agents whom Lender may from time to time designate, as Borrower's true attorney with power to: (a) to endorse Borrower's name on any checks, notes, acceptances, drafts or other forms of payment or security that may come into Lender's possession; (b) to sign Borrower's name on any invoice or xxxx of lading relating to any Receivables, on drafts against Customers, on schedules and lawful attorneyconfirmatory assignments of Receivables, with full power on notices of substitutionassignment, at financing statements and amendments under the sole cost and expense of Borrower but for the sole benefit of the Lender, upon the occurrence of an Event of Default or after DEMAND with respect to Obligations payable on DEMAND, to convert the Collateral into cash, including, without limitation, completing the manufacture or processing of work in process, and the sale (either public or private) of all or any portion or portions of the inventory Commercial Code and other Collateralpublic records, on verifications of accounts and on notices to Customers; (c) to enforce collection of notify the Collateral, either in its own name or in post office authorities to change the name address for delivery of Borrower, including, without limitation, executing releases or waivers, compromising or settling with any Debtors and prosecuting, defending, compromising or releasing any action relating 's mail to the Collateralan address designated by Lender; (d) to receive, open and dispose of all mail addressed to Borrower; (e) to send requests for verification of accounts to Customers; (f) to obtain information from any bank, creditor, customer or other Person regarding Borrower's relationship, account, history etc.; (g) to sign lien waivers and other releases or satisfactions of claims or rights by Borrower in exchange for payment or other consideration which Lender in its sole discretion believes is appropriate under the circumstances ; (h) to directly verify and/or confirm the existence, authenticity, accuracy or terms of any Receivable (both in Lender's own name or in Borrower's name) without previously notifying Borrower of its intention to do so and Borrower grants its consent to take therefrom any remittances Lender for Lender's employees and agents to represent themselves as employees 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 Lender shall designate; to endorse the name agents of Borrower for these purposes; and (I) to do all things necessary to carry out this Agreement; provided however, that the powers specified in favor clauses (c) and (d) above may be exercised only after the occurrence of an Event of Default. Borrower ratifies and approves all acts of the attorney. Neither Lender upon nor the attorney will be liable for any and all checks, drafts, money orders, notes, acceptances acts of commission or other instruments omission nor for any error in judgment or mistake of the same fact 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 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 the Lender’s security interestlaw. 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 This 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 Lender by this Agreement, being coupled with an interest, shall be is irrevocable so long as any Obligation of Borrower Receivable in which Lender has a security interest or any guarantor or surety Obligation remains unpaid. Borrower waives presentment and protest of all instruments and notice thereof, notice of default and dishonor and all other notices to the Lender shall remain unpaid or the Lender is obligated under this Agreement to extend any credit to Borrowerwhich Borrower may otherwise be entitled.

Power of Attorney. Borrower hereby Guarantor irrevocably constitutes appoints Lender and appoints the Lender its successors and as Borrower's true and lawful attorneyattorney in fact, with full power and authorizes Lender (a) to, whether or not there has been an Event of substitutionDefault, at the sole cost (i) demand, collect, receive, xxx, and expense of Borrower but give releases to any Account Debtor for the sole benefit 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 Guarantor’s name, as Lender may choose; (ii) prepare, file and sign Guarantor’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 Guarantor for the purpose of collecting the Receivables; (v) endorse Guarantor’s name on any checks or other forms of payment on the Receivables; (vi) execute on behalf of Guarantor any and all instruments, documents, financing statements and the like to perfect Lender’s interests in the Receivables and Collateral; (vii) debit any Guarantor’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 Default, sell, assign, transfer, pledge, compromise, or after DEMAND 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 Guarantor to Lender hereunder shall be applicable with respect to Obligations payable on DEMAND, to convert the Collateral into cash, including, without limitation, completing the manufacture or processing of work in process, and the sale (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 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 Lender shall designate; to endorse the name of Borrower in favor of the Lender upon any Receivables 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 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 the Lender’s security interest. The Lender shall not be obliged to do any of the acts or exercise any of the powers hereinabove authorized, but if the Lender elects to do any such act or exercise any such power, it shall not be accountable for more than it actually receives as a result of such exercise of power, and 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 Obligation of Borrower or any guarantor or surety to the Lender shall remain unpaid or the Lender is obligated under this Agreement to extend any credit to Borrower.

Power of Attorney. Borrower hereby irrevocably constitutes Upon the occurrence and during the continuance of a Default or an Event of Default, in addition to any other powers of attorney granted herein, the Company appoints the Lender Security Trustee, its nominee, or any other Person whom the Security Trustee may designate as Borrower's true and lawful the Company’s attorney-in-fact, with full power at any time and from time to time to endorse the Company’s name on any checks, notes, acceptances, money orders, drafts or other forms of substitution, at payment or security that may come into the sole cost and expense of Borrower but for the sole benefit of the LenderSecurity Trustee’s possession, upon the occurrence and during the continuance of a Default or an Event of Default or after DEMAND with respect to Obligations payable on DEMANDDefault, to convert sign the Company’s name on any invoice or xxxx of lading relating to any Collateral into cashof the Company, includingon drafts against customers, without limitationon schedules and assignments of Collateral of the Company, completing the manufacture or processing on notices of work in processassignment, and other public records, on verification of accounts and on notices to customers, to notify the sale (either public or private) of all or any portion or portions post office authorities to change the address for delivery of the inventory and other Collateral; Company’s mail to enforce collection of an address designated by the CollateralSecurity Trustee, 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 the Company, to send requests for verification of Receivables of the Company to customers or account debtors, and to take therefrom any remittances or proceeds of Collateral in which the Lender has a security interest; do all things necessary to notify Post Office authorities to change the address for delivery of mail addressed to Borrower to such address as the Lender shall designate; to endorse the name of Borrower in favor of the 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 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 the Lender’s security interestcarry out this Agreement. The Lender shall not Company ratifies and approves all acts of any such attorney and agrees that neither the Security Trustee nor any such attorney will be obliged to do liable for any of the acts or exercise omissions nor for World Acceptance Corporation Amended and Restated Security Agreement, Pledge and Indenture of Trust any error of the powers hereinabove authorized, but if the Lender elects to do any such act judgment or exercise any such power, it shall not be accountable for more mistake of fact or law other than it actually receives as a result their willful misconduct or gross negligence. The foregoing power 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 Lender by this Agreementattorney, being coupled with an interest, shall be is irrevocable so long as until the Secured Indebtedness is fully and irrevocably paid and satisfied and all obligations to extend credit under the Revolving Credit Notes have expired or otherwise terminated. The Security Trustee may file one or more financing statements disclosing its security interest in any Obligation or all of Borrower the Collateral without the Company’s signature appearing thereon. The Company also hereby grants the Security Trustee a power of attorney to execute any such financing statement, or any guarantor or surety amendments and supplements to financing statements on behalf of the Company with notice thereof to the Lender shall remain unpaid or Company, which power of attorney is coupled with an interest and irrevocable until the Lender Secured Indebtedness is obligated under this Agreement to extend any credit to Borrowerfully paid and satisfied.

Power of Attorney. Each Borrower hereby irrevocably constitutes appoints Lender and appoints the Lender its successors as Borrower's true and lawful attorneyattorney in fact, with full power of substitutionand authorizes Lender (a) to, at the sole cost and expense of Borrower but for the sole benefit of the Lender, upon the occurrence of whether or not there has been an Event of Default Default, (i) demand, collect, receive, sxx, and give releases to any Account Debtor for the monies due or after DEMAND which may become due upon or with respect to Obligations payable on DEMANDthe Receivables and to compromise, to convert the Collateral into cashprosecute, includingor defend any action, without limitationclaim, completing the manufacture case 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 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 proceeding relating to the CollateralReceivables, 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 receive, the Receivables to pay Lender directly; (iv) receive and open and dispose of all mail addressed to Borrower and to take therefrom for the purpose of collecting the Receivables; (v) endorse Borrower’s name on 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 Lender shall designate; to endorse the name of Borrower in favor of the Lender upon any and all checks, drafts, money orders, notes, acceptances checks or other instruments forms of payment on the same or different natureReceivables; 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 Debtors or on verification of the Collateral; and to sign, if necessary, and file or record (vi) execute on behalf of Borrower any and all instruments, documents, financing or other statement in order statements and the like to perfect or protect the Lender’s security interest. The interests in the Receivables and Collateral; (vii) debit any Borrower’s deposit accounts maintained with Lender shall not be obliged to 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 acts or exercise any Receivables. Upon the occurrence and continuation of an Event of Default, all of the powers hereinabove authorized, but if the power of attorney rights granted by Borrower to 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 the Lender by this Agreement, being coupled with an interest, hereunder shall be irrevocable so long as any Obligation of Borrower or any guarantor or surety applicable with respect to the Lender shall remain unpaid or the Lender is obligated under this Agreement to extend any credit to Borrowerall Receivables and all Collateral.

Power of Attorney. Effective upon the occurrence of ----------------- an Event of Default, the Borrower hereby irrevocably constitutes and appoints the Lender as Borrower's true and lawful attorneyBank One its attorney in fact, with full power of substitution, for and on behalf and in the name of the Borrower, to (i) indorse and deliver to any Person any check, instrument or other paper coming into Bank One's possession and representing payment made in respect of any Mortgage Note or Mortgage Backed Security included in the Collateral or in respect of any other collateral for the Obligations including any Agency Commitment and any Take-Out Commitment; (ii) prepare, complete, execute, deliver and record any assignment to Bank One or to any other Person of any Mortgage relating to any Mortgage Note included in the Collateral; (iii) indorse and deliver any Mortgage Note or Mortgage Backed Security included in the Collateral and do every other thing necessary or desirable to effect transfer of all or any part of the Collateral to Bank One or to any other Person; (iv) take all necessary and appropriate action with respect to all Obligations and the items of Collateral to be delivered to Bank One or held by the Borrower in trust for Bank One including, without limitation, instruct any title company or closing agent to deliver any Mortgage Note or Mortgage Document held by it directly to Bank One or its agent; (v) commence, prosecute, settle, discontinue, defend, or otherwise dispose of any claim relating to any Agency Commitment or any Take-Out Commitment or any other part of the Collateral; and (vi) sign the Borrower's name wherever appropriate to effect the performance of this Agreement. This section shall be liberally, not restrictively, construed so as to give the greatest latitude to Bank One's power, as the Borrower's attorney in fact, to collect, sell, and deliver any of the Collateral and all other documents relating thereto. The powers and authorities herein conferred on Bank One may be exercised by Bank One through any Person who, at the sole cost and expense of Borrower but for the sole benefit time of the Lenderexecution of a particular instrument, is an authorized officer of Bank One. The power of attorney conferred by this Section ------- 3.3 shall become effective upon the occurrence occurrence, and remain effective during the --- continuance, of an Event of Default or after DEMAND with respect to Obligations payable on DEMAND, to convert the Collateral into cash, including, without limitation, completing the manufacture or processing of work in process, and the sale (either public or private) of all or any portion or portions of the inventory is granted for a valuable consideration 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 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 Lender shall designate; to endorse the name of Borrower in favor of the 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 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 the Lender’s security interest. The Lender shall not be obliged to do any of the acts or exercise any of the powers hereinabove authorized, but if the Lender elects to do any such act or exercise any such power, it shall not be accountable for more than it actually receives as a result of such exercise of power, and 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 is coupled with an interest, shall be interest and irrevocable so long as any Obligation of Borrower the Obligations, or any guarantor or surety to the Lender part thereof, shall remain unpaid unpaid. All Persons dealing with Bank One, any officer thereof, or any substitute attorney, acting pursuant hereto shall be fully protected in treating the Lender is obligated under powers and authorities conferred by this Agreement to extend any credit to BorrowerSection ------- 3.3 as existing and continuing in full force and effect until advised by Bank --- One that the Obligations have been fully and finally paid.

Power of Attorney. Effective upon the occurrence of an Event ----------------- of Default, the Borrower hereby irrevocably constitutes and appoints the Lender Agent (as Borrower's true agent for, and lawful attorneyfor the benefit of, BOIA) its attorney in fact, with full power of substitution, for and on behalf and in the name of the Borrower, to (i) indorse and deliver to any Person any check, instrument or other paper coming into the Agent's possession and representing payment made in respect of any Mortgage Note or Mortgage Backed Security included in the Collateral or in respect of any other collateral for the Obligations including any Agency Commitment and any Take-Out Commitment; (ii) prepare, complete, execute, deliver and record any assignment to BOIA or to any other Person of any Mortgage relating to any Mortgage Note included in the Collateral; (iii) indorse and deliver any Mortgage Note or Mortgage Backed Security included in the Collateral and do every other thing necessary or desirable to effect transfer of all or any part of the Collateral to the Agent (as agent for, and for the benefit of, BOIA) or to any other Person; (iv) take all necessary and appropriate action with respect to all Obligations and the items of Collateral to be delivered to the Agent (as agent for, and for the benefit of, BOIA) or held by the Borrower in trust for BOIA including, without limitation, instruct any title company or closing agent to deliver any Mortgage Note or Mortgage Document held by it directly to the Agent (as agent 186 for, and for the benefit of, BOIA); (v) commence, prosecute, settle, discontinue, defend, or otherwise dispose of any claim relating to any Agency Commitment or any Take-Out Commitment or any other part of the Collateral; and (vi) sign the Borrower's name wherever appropriate to effect the performance of this Agreement. This Section 3.3 shall be liberally, not restrictively, ----------- construed so as to give the greatest latitude to the Agent (as agent for, and for the benefit of, BOIA), as the Borrower's attorney in fact, to collect, sell, and deliver any of the Collateral and all other documents relating thereto. The powers and authorities herein conferred on the Agent (as agent for, and for the benefit of, BOIA) may be exercised by the Agent through any Person who, at the sole cost and expense of Borrower but for the sole benefit time of the Lenderexecution of a particular instrument, is an authorized officer of the Agent. The power of attorney conferred by this Section 3.3 shall become ----------- effective upon the occurrence occurrence, and remain effective during the continuance, of an Event of Default or after DEMAND with respect to Obligations payable on DEMAND, to convert the Collateral into cash, including, without limitation, completing the manufacture or processing of work in process, and the sale (either public or private) of all or any portion or portions of the inventory is granted for a valuable consideration 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 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 Lender shall designate; to endorse the name of Borrower in favor of the 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 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 the Lender’s security interest. The Lender shall not be obliged to do any of the acts or exercise any of the powers hereinabove authorized, but if the Lender elects to do any such act or exercise any such power, it shall not be accountable for more than it actually receives as a result of such exercise of power, and 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 is coupled with an interest, shall be interest and irrevocable so long as any Obligation of Borrower the Obligations, or any guarantor or surety to the Lender part thereof, shall remain unpaid unpaid. All Persons dealing with the Agent, any officer thereof, or any substitute attorney, acting pursuant hereto shall be fully protected in treating the Lender is obligated under powers and authorities conferred by this Agreement to extend any credit to BorrowerSection 3.3 ----------- as existing and continuing in full force and effect until advised by BOIA that the Obligations have been fully and finally paid.

Power of Attorney. Borrower hereby irrevocably constitutes and appoints the Lender Bank as Borrower's its true and lawful attorney-in-fact, with full power of substitution, at the sole cost and expense of Borrower but for the sole benefit of the Lender, (a) exercisable upon the occurrence and during the continuance of an Event of Default Default, to: (i) sign Borrower’s name on any invoice or after DEMAND xxxx of lading for any Account or drafts against any Person; (ii) demand, collect, xxx, and give releases to any Person for monies due, settle and adjust disputes and claims directly with respect any applicable Person, and compromise, prosecute, or defend any action, claim, case, or proceeding about any Collateral (including filing a claim or voting a claim in any bankruptcy case in Bank’s or Borrower’s name, as Bank chooses); (iii) make, settle, and adjust all claims under Borrower’s insurance policies; (iv) pay, contest or settle any Lien, charge, encumbrance, security interest, or other claim in or to Obligations payable on DEMANDthe Collateral, or any judgment based thereon, or otherwise take any action to convert terminate or discharge the same; and (v) transfer 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 enforce collection of the Collateral, either in its own name or in the name of Borrower, including, without limitation, executing releases Bank or waivers, compromising or settling with any Debtors a third party as the Code permits; and prosecuting, defending, compromising or releasing any action relating to the Collateral; to (vi) receive, open and dispose of all mail addressed to Borrower Borrower; and to take therefrom (b) regardless of whether an Event of Default has occurred, to: (i) endorse Borrower’s name on 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 Lender shall designate; to endorse the name of Borrower in favor of the 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 receiptspayment instruments, or other documents forms of title of the same payment or different nature relating security; (ii) notify any payor including any Approved Capital Partner to the Collateralpay Bank directly; to and (iii) sign the Borrower’s name of Borrower on any notice of the 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 documents necessary to perfect or protect continue the Lenderperfection of Bank’s security interestinterest in the Collateral. 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 Bank’s foregoing appointment as a result of such exercise of powerBorrower’s attorney in fact, and it shall not be responsible to Borrower except for its own gross negligence or willful misconduct. All powers conferred upon the Lender by this Agreementall of Bank’s rights and powers, being coupled with an interest, are irrevocable until such time as all Obligations (other than inchoate indemnity obligations) have been satisfied in full, Bank is under no further obligation to make Credit Extensions and the Loan Documents have been terminated. Bank shall be irrevocable so long as not incur any Obligation liability in connection with or arising from the exercise of Borrower or such power of attorney and shall have no obligation to exercise any guarantor or surety to of the Lender shall remain unpaid or the Lender is obligated under this Agreement to extend any credit to Borrowerforegoing rights and remedies.

Power of Attorney. Borrower hereby irrevocably makes, constitutes and appoints Lender (and all persons designated by Lender) the Lender as Borrower's true and lawful agent and attorney, -in-fact of Borrower and its Subsidiaries with full power of substitution, at the sole cost and expense of Borrower but for the sole benefit of the Lender, upon the occurrence of substitution (a) if an Event of Default or after DEMAND with respect to Obligations payable on DEMANDhas occurred, 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 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 or any of its Subsidiaries relating to take therefrom any remittances or proceeds the Collateral, (b) if an Event of Collateral in which the Lender Default has a security interest; occurred, to notify and direct the United States Post Office authorities by notice given in the name of Borrower or any of its Subsidiaries and to sign on behalf of Borrower or such Subsidiary, to change the address for delivery of all mail addressed to Borrower or such Subsidiary relating to the Collateral to an address to be designated by Lender, and to cause such mail to be delivered to such designated address as where Lender may open all such mail and remove therefrom any notes, checks, acceptances, drafts, money orders or other Instruments included in the Collateral in which Lender shall designate; has a security interest under the terms of this Agreement, with full power to endorse the name of Borrower in favor of the Lender or such Subsidiary upon any and all such notes, checks, acceptances, drafts, money orders, notes, acceptances Instruments or other instruments documents relating to the Collateral or security of any kind and to effect the same or different nature; deposit and collection thereof, and Lender shall have the further right and power to sign and endorse the name of Borrower or such Subsidiary 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; , (c) to sign the name of Borrower on or such Subsidiary to drafts against its lessees, including Lessee or other debtors, to notices to such lessees, including Lessee or other debtors, to assignments and notices of assignments, financing statements or other public records or notices and all other Instruments and documents, (d) to do any notice of and all things necessary and take such actions in the Debtors or on verification of the Collateral; name and to sign, if necessary, and file or record on behalf of Borrower any financing or other statement in order such Subsidiary to carry out the intent of this Agreement, including the grant of the security interest granted under the Security Agreement and to perfect or and protect the security interest granted to Lender in respect to the Collateral and the Lender’s security interestrights created under this Agreement and each of the other Transaction Documents. The Borrower agrees that neither Lender shall not be obliged to do nor any of the its agents, designees or attorneys-in-fact will be liable for any acts of commission or exercise any omission (other than for acts of the powers hereinabove authorized, but if the Lender elects to do any such act commission 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 omission which constitute gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction in a final, nonappealable order), or for any error of judgment or mistake of fact or law in respect to the exercise of the power of attorney granted under this Section. All powers conferred upon the Lender by The power of attorney granted under this Agreement, being coupled with an interest, Section shall be irrevocable so long as any Obligation of Borrower or any guarantor or surety to the Lender shall remain unpaid or the Lender is obligated under this Agreement to extend any credit to Borrowerirrevocable.

Power of Attorney. Borrower In addition to any other powers of attorney contained herein, Debtor hereby irrevocably constitutes and appoints the Lender Secured Party, its nominee, or any other Person whom Secured Party may designate as BorrowerDebtor's true and lawful attorney-in-fact, with full power of substitution, at the sole cost and expense of Borrower but for the sole benefit of the Lender, upon after the occurrence of an any Event of Default or after DEMAND with respect to Obligations payable on DEMANDDefault, to convert the Collateral into cash, including, without limitation, completing the manufacture or processing sign Debtor's name on verifications of work in process, and the sale (either public or private) of all or any portion or portions of the inventory Receivables and other Collateral; to enforce collection send requests for verification of Collateral to other parties; to endorse Debtor's name on any checks, notes or other Instruments that may come into Secured Party's possession; to endorse the Collateral in blank or to the order of Secured Party or its nominee; to sign Debtor's name on any invoice or bill of lading relating to any Collateral, either in its own name or in on claims to enforce colxxxxion of any Collateral, on notices to and drafts against customers and account debtors and other obligors, on schedules and assignments of Collateral, on notices of assignment and on public records; to notify the name post office authorities to change the address for delivery of Borrower, including, without limitation, executing releases or waivers, compromising or settling with any Debtors and prosecuting, defending, compromising or releasing any action relating Debtor's mail to the Collateralan address designated by Secured Party; to receive, open and dispose of 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 Lender shall designate; to endorse the name of Borrower in favor of the 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 Debtors or on verification of the CollateralDebtor; and to signdo all things necessary to carry out and enforce its rights under this Agreement. Secured Party shall endeavor to provide contemporaneous notice of any of such actions to Debtor, if necessary, and file or record on behalf of Borrower any financing or other statement in order but the failure to perfect or protect the Lender’s security interest. The Lender do so shall not affect Secured Party's rights hereunder. Debtor hereby ratifies and approves all acts of any such attorney and agrees that neither Secured Party nor any such attorney will be obliged to do liable for any of the acts or exercise omissions nor for any error of the powers hereinabove authorized, but if the Lender elects to do any judgment or mistake of fact or law other than 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 Person's gross negligence or willful misconduct. All Secured Party may file one or more financing statements disclosing its security interest in any or all of the Collateral without Debtor's signature appearing thereon, and Debtor also hereby grants Secured Party a power of attorney to execute any such financing statements, or amendments and supplements to financing statements, on behalf of Debtor without notice thereof to any Debtor. The foregoing powers conferred upon the Lender by this Agreementof attorney, being coupled with an interest, shall be are irrevocable so long as any Obligation of Borrower or any guarantor or surety to until the Lender shall remain unpaid or the Lender is obligated under this Agreement to extend any credit to BorrowerObligations have been fully and indefeasibly paid and satisfied.

Power of Attorney. Borrower hereby irrevocably constitutes designates and appoints the Lender US Collateral Agent (and all persons designated by Lender) as Borrower's ’s true and lawful attorney-in-fact, with full power of substitutionand authorizes US Collateral Agent, in Borrower’s or US Collateral Agent’s name, to: (a) at the sole cost and expense of Borrower but for the sole benefit of the Lender, upon the occurrence of any time while an Event of Default exits (i) demand payment on Accounts or after DEMAND with respect other proceeds of Inventory or other Collateral, (ii) enforce payment of Accounts by legal proceedings or otherwise, (iii) exercise all of Borrower’s rights and remedies to Obligations payable collect any Account or other Collateral, (iv) sell or assign any Account upon such terms, for such amount and at such time or times as Lender deems advisable, (v) settle, adjust, compromise, extend or renew an Account, (vi) discharge and release any Account, (vii) prepare, file and sign Borrower’s name on DEMANDany proof of claim in bankruptcy or other similar document against an account debtor, (viii) notify the post office authorities to convert change the address for delivery of Borrower’s mail to an address designated by US Collateral into cash, including, without limitation, completing the manufacture or processing of work in processAgent, and 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 Borrower, and (ix) do all acts and things which are necessary, in US Collateral Agent’s determination, to fulfill Borrower’s obligations under this Agreement and the other Financing Agreements and (b) at any time to (i) take therefrom control in any remittances manner of any item of payment or proceeds of Collateral in thereof, (ii) have access to any lockbox or postal box into which the Lender has a security interest; to notify Post Office authorities to change the address for delivery of Borrower’s mail addressed to Borrower to such address as the Lender shall designate; to is deposited, (iii) endorse the Borrower’s name of Borrower in favor of the Lender upon any items of payment or proceeds thereof and all checksdeposit the same in US Collateral Agent’s account for application to the Obligations, drafts(iv) endorse Borrower’s name upon any chattel paper, money ordersdocument, notesinstrument, acceptances invoice, or similar document or agreement relating to any Account or any 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, PPSA or other instruments of the same financing statements or different nature; to sign amendments thereto. Borrower hereby releases US Collateral Agent and endorse the name of Borrower on its officers, employees and to receive as secured party designees from any of the Collateral, liabilities arising from 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 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 the Lender’s security interest. The Lender shall not be obliged to do any of the acts or exercise any of the powers hereinabove authorized, but if the Lender elects to do any such act or exercise any such poweracts under this power of attorney and in furtherance thereof, it shall not be accountable for more than it actually receives whether of omission or commission, except as a result of such exercise of power, and it shall not be responsible to Borrower except for its US Collateral Agent’s 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 misconduct as any Obligation determined pursuant to a final non-appealable order of Borrower or any guarantor or surety to the Lender shall remain unpaid or the Lender is obligated under this Agreement to extend any credit to Borrowera court of competent jurisdiction.

Power of Attorney. Borrower authorizes Lender at Borrower's expense to file any financing statements relating to the Collateral (without Borrower's signature thereon) which Lender deems appropriate and Borrower irrevocably appoints Lender as its attorney-in-fact to execute any such financing statements in Borrower's name and to perform all other acts which Lender deems appropriate to perfect and to continue perfection of the security interest of Lender. Borrower hereby irrevocably constitutes and appoints the Lender as Borrower's true attorney-in-fact to endorse, present and lawful attorney, with full power of substitution, at the sole cost and expense collect on behalf of Borrower but for and in Borrower's name any draft, checks or other documents necessary or desirable to collect any amounts, which Borrower may be owed. To the sole benefit extent permitted by applicable law or by the terms of the Lenderany such licenses or franchise agreements, upon the occurrence of an Event of Default Lender is hereby granted a license or after DEMAND with respect other right to Obligations payable on DEMAND, to convert the Collateral into cash, includinguse, without limitationcharge, completing the manufacture or processing Borrower's labels, patents, copyrights, rights of work in processuse of any name, trade secrets, trade names, trademarks and the sale (either public or private) of all advertising matter, or any portion or portions Property of the inventory and other Collateral; a similar nature, as it pertains to enforce collection of the Collateral, either in its own name advertising for sale and selling any Collateral, and Borrower's rights under all licenses and all franchise agreements shall inure to Lender's benefit. The proceeds realized from the sale or in the name other disposition of Borrowerany Collateral may be applied, includingafter allowing two (2) Business Days for collection, without limitation, executing releases or waivers, compromising or settling with any Debtors and prosecuting, defending, compromising or releasing any action relating first to the Collateral; to receivereasonable costs, open expenses and dispose of all mail addressed to Borrower attorneys' fees and to take therefrom any remittances or proceeds of Collateral in which the expenses incurred by 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 Lender shall designate; to endorse the name of Borrower in favor of the Lender upon any collection and all checksfor acquisition, draftscompletion, money ordersprotection, notesremoval, acceptances or other instruments of the same or different nature; to sign storage, sale 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 Debtors or on verification delivering of the Collateral; and secondly, to sign, if necessary, and file or record on behalf of Borrower any financing or other statement in order to perfect or protect the Lender’s security interest. The Lender shall not be obliged to do interest due upon any of the acts or exercise any Indebtedness; and thirdly, to the principal amount of the powers hereinabove authorizedIndebtedness. If any deficiency shall arise, 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 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 Obligation of Borrower or any guarantor or surety to the Lender shall remain unpaid or the liable to Lender is obligated under this Agreement to extend any credit to Borrowertherefore.

Power of Attorney. Borrower hereby irrevocably constitutes appoints Lender and appoints the any designee of Lender as Borrower's true attorney-in-fact and lawful attorney, with full power of substitutionauthorizes Lender or such designee, at the Borrower's sole cost and expense of Borrower but for the sole benefit of the Lender, upon the occurrence of an Event of Default or after DEMAND with respect to Obligations payable on DEMANDexpense, to convert the Collateral into cash, including, without limitation, completing the manufacture exercise at any times in Lender's or processing of work in process, and the sale (either public or private) of such designee's discretion all or any portion or portions of the inventory and other Collateral; to enforce collection following powers, which powers of attorney, being coupled with an interest, are irrevocable until all of the CollateralObligations have been paid in full: (a) receive, either in its own name or take, endorse, assign, deliver, accept and deposit, in the name of Lender or Borrower, includingany and all cash, without limitationchecks, executing releases or waiverscommercial paper, compromising or settling with any Debtors drafts, remittances and prosecuting, defending, compromising or releasing any action other instruments and documents relating to the Collateral or the proceeds thereof, (b) transmit to any Account Debtor or any bailee notice of the interest of Lender in the Collateral or request from any such entity, at any time, in the name of Borrower or Lender or any designee of Lender, information concerning the Account and any amounts owing with respect thereto, (c) notify any Account Debtor to make payment directly and solely to Lender, or notify bailees as to the disposition of Collateral; , (d) take or bring, in the name of Lender or Borrower, all steps, actions, suits or proceedings deemed by Lender necessary or desirable to receiveeffect collection of or other realization upon any Collateral, open and dispose (e) after an Event of 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 Default, change the address for delivery of mail to Borrower and to receive and open mail addressed to Borrower to such address as Borrower, (f) after an Event of Default, upon any terms and conditions, extend the Lender shall designate; to endorse time of payment of, compromise, or settle for cash, credit, return of merchandise, any and all Accounts and discharge or release any Account Debtor without affecting any of the Obligations, (g) execute in the name of Borrower and file against Borrower in favor of the Lender upon financing statements or amendments with respect to any and or all checks, drafts, money orders, notes, acceptances or other instruments of the same or different nature; to sign Collateral, and endorse (h) execute in 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 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 the Lender’s security interest. The Lender shall not be obliged to do any of the acts or exercise any of the powers hereinabove authorizedwith such governmental authorities as are appropriate such documents (including, but if the Lender elects to do any such act or exercise any such powerwithout limitation, it shall not be accountable for more than it actually receives as a result of such exercise of powerapplications, certificates, and it shall not tax returns) as may be responsible required for purposes of having Borrower qualified to Borrower except for its own gross negligence transact business in a particular state or willful misconduct. All powers conferred upon the Lender by this Agreement, being coupled with an interest, shall be irrevocable so long as any Obligation of Borrower or any guarantor or surety to the Lender shall remain unpaid or the Lender is obligated under this Agreement to extend any credit to Borrowergeographic location.

Power of Attorney. Borrower Each of the officers of Lender is hereby irrevocably constitutes made, constituted and appoints appointed the Lender as Borrower's true and lawful attorney, attorney for Borrower (without requiring any of them to act as such) with full power of substitution, substitution to do the following: (i) at any time (a) endorse the sole cost and expense name of Borrower but upon any and all checks, drafts, money orders and other instruments for the sole benefit payment of monies that are payable to Borrower and constitute collections on Borrower's Accounts or proceeds of other Collateral; (b) execute and/or file in the name of Borrower any financing statements, schedules, assignments, instruments, documents and statements that Borrower is obligated to give Lender hereunder or is necessary to perfect (or continue or evidence the perfection of such security interest or Lien) Lender, upon 's security interest or Lien in the Collateral; (c) send verifications of Accounts to any Account Debtor; and (d) notify Account Debtors of Lender’s security interest in the Collateral; and (ii) at any time following the occurrence of an Event of Default Default: (1) demand payment of the Accounts; (2) enforce payment of the Accounts by legal proceedings or after DEMAND otherwise; (3) exercise all of Borrower’s rights and remedies with respect to Obligations payable on DEMAND, to convert the Collateral into cash, including, without limitation, completing the manufacture or processing of work in process, and the sale (either public or private) of all or any portion or portions collection of the inventory Accounts and any other Collateral; (4) settle, adjust, compromise, extend or renew the Accounts; (5) settle, adjust or compromise any legal proceedings brought to enforce collection collect Accounts; (6) prepare, file and sign Borrower’s name on a proof of claim in bankruptcy or similar document against any Account Debtor; (7) prepare, file and sign Borrower’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with 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 CollateralAccounts; to (8) receive, open and dispose of all mail addressed to Borrower and (9) do such other and further acts and deeds in the name of Borrower that Lender may reasonably deem necessary or desirable to take therefrom enforce any remittances Account or proceeds other Collateral. All acts of Collateral said attorney or designee 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 (not mere) negligence (as determined by a court of competent jurisdiction in which a final non-appealable judgment); this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid. Lender has a security interest; to notify Post Office authorities shall have the right at any time during the continuance of an Event of Default to change the address for delivery of mail addressed to Borrower to such address as the Lender shall designate; to endorse the name of Borrower in favor of the 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 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 the Lender’s security interest. The Lender shall not be obliged to do any of the acts or exercise any of the powers hereinabove authorized, but if the Lender elects to do any such act or exercise any such power, it shall not be accountable for more than it actually receives as a result of such exercise of power, and 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 Obligation of Borrower or any guarantor or surety to the Lender shall remain unpaid or the Lender is obligated under this Agreement to extend any credit to Borrower.

Power of Attorney. Borrower hereby irrevocably constitutes designates and appoints the Lender (and all persons designated by Lender) as Borrower's true and lawful attorney-in-fact, with full power of substitution, at the sole cost and expense of Borrower but for the sole benefit of the authorizes Lender, upon the occurrence of in Borrower's or Lender's name, to: (a) at any time an Event of Default exists (i) demand payment on Accounts or after DEMAND with respect other proceeds of Inventory or other Collateral, (ii) enforce payment of Accounts, Credit Card Receivables or other obligations that in each case are included in the Collateral by legal proceedings or otherwise, (iii) exercise all of Borrower's rights and remedies to Obligations payable collect any Account, Credit Card Receivables or other proceeds of Inventory or other Collateral, (iv) sell or assign any Account upon such terms, for such amount and at such time or times as the Lender deems advisable, (v) settle, adjust, compromise, extend or renew an Account, (vi) discharge and release any Account, Credit Card Receivables or other obligations included in the Collateral, (vii) prepare, file and sign Borrower's name on DEMANDany proof of claim in bankruptcy or other similar document against an account debtor, and (viii) do all acts and things which are necessary, in Lender's determination, to convert the Collateral into cash, including, without limitation, completing the manufacture or processing of work in process, fulfill Borrower's obligations under this Agreement and the sale other Financing Agreements and (either public b) at any time, subject to the terms of the agreement(s) relating to the Blocked Account(s), to (i) take control in any manner of any item of payment or privateproceeds thereof, (ii) endorse Borrower's name upon any items of all payment or proceeds thereof and deposit the same in the Lender's account for application to the Obligations, (iii) endorse Borrower's name upon any chattel paper, document, instrument, invoice, or similar document or agreement relating to any Account or Credit Card Receivables or any portion goods pertaining thereto or portions of the inventory and any other Collateral; , (iv) sign Borrower's name on any verification of Accounts or Credit Card Receivables and notices thereof to enforce collection account debtors and (v) execute in Borrower's name and file any UCC financing statements or amendments thereto. Notwithstanding anything to the contrary contained in this Section 7.5, the power granted to Lender in this Section 7.5 shall apply only in respect of the Collateral. Borrower hereby releases Lender and its officers, either in its own name or in the name of Borrower, including, without limitation, executing releases or waivers, compromising or settling with employees and designees from any Debtors and prosecuting, defending, compromising or releasing liabilities arising from 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 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 Lender shall designate; to endorse the name of Borrower in favor of the 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 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 the Lender’s security interest. The Lender shall not be obliged to do any of the acts or exercise any of the powers hereinabove authorized, but if the Lender elects to do any such act or exercise any such poweracts under this power of attorney and in furtherance thereof, it shall not be accountable for more than it actually receives whether of omission or commission, except as a result of such exercise of power, and it shall not be responsible to Borrower except for its Lender's 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 Obligation of Borrower or any guarantor or surety to the Lender shall remain unpaid or the Lender is obligated under this Agreement to extend any credit to Borrower.

Power of Attorney. Borrower hereby irrevocably constitutes appoints DFS (and appoints the Lender ------------------- any Person designated by it) as Borrower's true and lawful attorney, Attorney with full power to at any time, in the discretion of substitution, at the sole cost and expense of Borrower but for the sole benefit of the Lender, upon the occurrence of an Event of DFS (whether or not Default or after DEMAND with respect to Obligations payable on DEMAND, to convert the Collateral into cash, including, without limitation, completing the manufacture or processing of work in process, and the sale has occurred) to: (either public or privatea) 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 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, includinginstrument or other item of payment; (e) endorse the name of Borrower upon financing statements, without limitationinstruments, executing releases or waivers, compromising or settling with any Debtors Certificates of Title and prosecuting, defending, compromising or releasing any action relating 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 receivepreserve and protect the Collateral and DFS' rights and interest therein. In the event of a Default, open Borrower irrevocably appoints DFS (and dispose any Person designated by it) as Borrower's true and lawful Attorney with full power to at any time, in the discretion of DFS to: (i) demand payment, enforce payment and otherwise exercise all mail addressed of Borrower's rights, and remedies with respect to the collection of any Accounts; (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 name on any Proof of Claim in Bankruptcy or similar document against any Account Debtor; (vii) endorse the name of Borrower upon any chattel paper, document, instrument, invoice, freight xxxx, xxxx of lading or similar document or agreement relating to any Account or goods pertaining thereto; and to (viii) take therefrom control in any remittances manner of any item of payments or proceeds of Collateral in which the Lender has a security interest; and for such purpose to notify Post Office authorities the Postal Authorities to change the address for delivery of mail addressed to Borrower to such address as the Lender shall DFS may designate; to endorse the name . This power of Borrower in favor of the Lender upon any attorney is for value 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 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 the Lender’s security interest. The Lender shall not be obliged to do any of the acts or exercise any of the powers hereinabove authorized, but if the Lender elects to do any such act or exercise any such power, it shall not be accountable for more than it actually receives as a result of such exercise of power, and 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 interest and is irrevocable so long as any Obligation of Obligations remain outstanding and by DFS exercising such right, DFS shall not waive any right against Borrower or any guarantor or surety to until the Lender shall remain unpaid or the Lender is obligated under this Agreement to extend any credit to BorrowerObligations are paid in full.

Power of Attorney. Borrower Owner Trustee hereby irrevocably constitutes and appoints Mortgagee the Lender as Borrower's true and lawful attorney, attorney of Owner Trustee for the duration of this Mortgage (with full power of substitution) in the name, place and stead of, and at the sole cost and expense of Borrower but for of, Owner Trustee in connection with the sole benefit enforcement of the Lenderrights and remedies provided for in this Article 4: (a) to give any necessary receipts or acquittances for amounts collected or received hereunder; (b) to make all necessary transfers of the Airframe, Engine, APU, Parts or Spare Parts in connection with any sale, lease or other disposition made pursuant hereto; (c) to execute and deliver for value all necessary or appropriate bills of sale, assignments and other instruments in connection with any such sale, lease or other disposition, Owner Trustee hereby ratifying and confirming all that such attorney (or any substitute) shall lawfully do hereunder and pursuant hereto; (d) to execute in Owner Trustee's name and file one or more financing, amendment and continuation statements covering the Collateral in order to perfect or continue a perfected Mortgagee's Lien upon the occurrence Collateral if Owner Trustee fails to do so promptly after request therefor by Mortgagee, including filing any financing or continuation statement without the signature of an Event Owner Trustee to the extent permitted by Applicable Law; (e) to register, amend, assign, subordinate, consent to or discharge any registrations on the International Registry; (f) to sign any agreements, orders or other documents in connection with or pursuant to a given Lease; (g) to receive, open, and retain all mail addressed to Owner Trustee relating to the Collateral, (h) to make, settle, and adjust all claims under Owner Trustee's or any Lessee’s policies of Default or after DEMAND insurance and make all determinations and decisions with respect to Obligations payable on DEMAND, to convert the Collateral into cash, including, without limitation, completing the manufacture or processing such policies 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 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 insurance relating to the Collateral; and (i) to receivesettle and adjust disputes and claims respecting the Accounts directly with Account Debtors, open for amounts and dispose upon terms which Mortgagee determines to be reasonable, and Mortgagee may cause to be executed and delivered any documents and releases which Mortgagee determines to be necessary. Except for item (d) above, the power of all mail addressed attorney granted hereby may not be exercised unless an Event of Default has occurred and is continuing and Mortgagee has notified Owner Trustee that it will enforce its security interest in the Collateral if such notice is specifically required under the applicable Loan Documents (including pursuant 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 Lender shall designate; to endorse the name of Borrower in favor of the 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 and cure rights). The appointment of the Debtors or on verification of the Collateral; and to sign, if necessaryMortgagee as Owner Trustee's attorney-in-fact, and file or record on behalf each and every one of Borrower any financing or other statement in order to perfect or protect the Lender’s security interest. The Lender shall not be obliged to do any of the acts or exercise any of the powers hereinabove authorized, but if the Lender elects to do any such act or exercise any such power, it shall not be accountable for more than it actually receives as a result of such exercise of power, Mortgagee's rights and it shall not be responsible to Borrower except for its own gross negligence or willful misconduct. All powers conferred upon the Lender by this Agreementpowers, being coupled with an interest, is irrevocable until all of the Secured Obligations have been fully repaid and performed. MORTGAGEE AND ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, LENDERS OR REPRESENTATIVES SHALL NOT BE RESPONSIBLE TO OWNER TRUSTEE OR ANY OTHER PERSON FOR ANY ACT OR FAILURE TO ACT PURSUANT TO THE POWERS GRANTED UNDER THE POWER OF ATTORNEY HEREIN OR OTHERWISE, EXCEPT FOR ITS OR THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NOR FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES. Nevertheless, if so requested by Mortgagee or a purchaser, lessor or lessee, Borrower shall ratify and confirm any such sale, lease or other disposition by executing and delivering to Mortgagee or such purchaser, lessor or lessee all proper bills of sale, assignments, releases, leases and other instruments as may be designated in any such request. Any such attorney of Borrower shall have full power to do any and all things necessary to be done with respect to the above transactions as fully and effectually as Owner Trustee might do, and Owner Trustee hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. The rights of the Mortgagee under this section shall be irrevocable so long as any Obligation of Borrower or any guarantor or surety in addition to the Lender shall remain unpaid or rights of the Lender is obligated Mortgagee under this Agreement to extend any credit to Borrowerthe IDERA, as set forth in section 3.02 above.

Power of Attorney. Borrower In addition to the powers set forth in the Power of Attorney, Agent is hereby irrevocably constitutes made, constituted and appoints appointed the Lender as Borrower's true and lawful attorney, attorney for Borrower (without obligating Agent to act as such) with full power of substitution, at substitution to do the sole cost and expense of Borrower but for the sole benefit of the Lender, upon the occurrence of an Event of Default or after DEMAND with respect to Obligations payable on DEMAND, to convert the Collateral into cash, including, without limitation, completing the manufacture or processing of work in process, and the sale following: (either public or privatei) 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 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 Lender shall designate; to endorse the name of Borrower in favor of the Lender upon any and all checks, drafts, money orders, notes, acceptances orders and other instruments for the payment of money that are payable to Borrower and constitute collections on Borrower’s Pledged Loans or other instruments of the same or different natureAccounts; to sign and endorse (ii) execute and/or file in the name of Borrower on and any financing statements, amendments to receive as secured party financing statements, schedules to financing statements, releases or terminations thereof, assignments, instruments or documents that it is obligated to execute and/or file under 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 CollateralLoan Documents; to sign (iii) execute and/or file in the name of Borrower on any notice of the Debtors or on verification of the Collateral; assignments, instruments, documents, schedules and statements that it is obligated to sign, if necessary, and file or record on behalf of Borrower any financing or other statement in order to perfect or protect the Lender’s security interest. The Lender shall not be obliged to do give Agent under any of the Loan Documents; and (iv) do such other and further acts and deeds in the name of Borrower that Agent may deem necessary to enforce, make, create, maintain, continue, enforce or exercise perfect Lender’s Lien or rights in any Collateral. In addition, if Borrower breaches its obligation hereunder to direct payments of Pledged Loans or other Accounts or the proceeds of any other Collateral to the Lockbox Account, Agent, as the irrevocably made, constituted and appointed true and lawful attorney for such Person pursuant to this paragraph, may, by the signature or other act of any of the powers hereinabove authorized, but if the Lender elects Agent’s officers or authorized signatories (without requiring any of them to do so), direct any such act federal, state or private payor or fiscal intermediary to pay proceeds of Pledged Loans or other Accounts or any other Collateral to the Lockbox Account or another account designated in writing by Agent. The power of attorney granted pursuant to the Power of Attorney is a power coupled with an interest and shall be irrevocable until the Obligations have been paid in full. The powers conferred on Agent under the Power of Attorney are solely to protect the Agent’s and the Lenders’ interests in the Collateral and shall not impose any duty upon Agent or any Lender to exercise any such powerpowers. Agent agrees that (a) except as specified in the Power of Attorney, it shall not exercise any power or authority granted under the Power of Attorney unless an Event of Default has occurred and is continuing, and (b) Agent shall account for any monies received by Agent in respect of any foreclosure on or disposition of Collateral pursuant to the Power of Attorney, provided that Agent shall not have any duty as to any Collateral, and Agent shall be accountable only for more than amounts that it actually receives as a result of such the exercise of powersuch powers. NEITHER AGENT NOR ITS RESPECTIVE AFFILIATES, and it shall not be responsible to Borrower except for its own gross negligence or willful misconduct. All powers conferred upon the Lender by this AgreementOFFICERS, being coupled with an interestDIRECTORS, shall be irrevocable so long as any Obligation of Borrower or any guarantor or surety to the Lender shall remain unpaid or the Lender is obligated under this Agreement to extend any credit to BorrowerEMPLOYEES, AGENTS OR REPRESENTATIVES SHALL BE RESPONSIBLE TO ANY GRANTOR FOR ANY ACT OR FAILURE TO ACT UNDER ANY POWER OF ATTORNEY OR OTHERWISE, EXCEPT IN RESPECT OF DAMAGES ATTRIBUTABLE SOLELY TO ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION, NOR FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES.

Power of Attorney. Borrower hereby irrevocably constitutes appoints Lender and appoints the Lender its successors and as Borrower's true and lawful attorneyattorney in fact, with full power of substitutionand authorizes Lender (a) to, at the sole cost and expense of Borrower but for the sole benefit of the Lender, upon the occurrence of whether or not there has been an Event of Default Default, (i) demand, collect, receive, xxx, and give releases to any Account Debtor for the monies due or after DEMAND which may become due upon or with respect to Obligations payable on DEMANDthe Receivables and to compromise, to convert the Collateral into cashprosecute, includingor defend any action, without limitationclaim, completing the manufacture case 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 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 proceeding relating to the CollateralReceivables, 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 receive, the Receivables to pay Lender directly; (iv) receive and open and dispose of all mail addressed to Borrower and to take therefrom for the purpose of collecting the Receivables; (v) endorse Borrower's name on 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 Lender shall designate; to endorse the name of Borrower in favor of the Lender upon any and all checks, drafts, money orders, notes, acceptances checks or other instruments forms of payment on the same or different natureReceivables; 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 Debtors or on verification of the Collateral; and to sign, if necessary, and file or record (vi) execute on behalf of Borrower any and all instruments, documents, financing or other statement in order 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 protect expedient, in furtherance of any such purposes, and (b) to, upon the Lender’s security interest. The Lender shall not be obliged to do occurrence and during the continuance of an Event of Default, sell, assign, transfer, pledge, compromise, or discharge the whole or any part of the acts or exercise any Receivables. Upon the occurrence and continuation of an Event of Default, all of the powers hereinabove authorized, but if the power of attorney rights granted by Borrower to 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 the Lender by this Agreement, being coupled with an interest, hereunder shall be irrevocable so long as any Obligation of Borrower or any guarantor or surety applicable with respect to the Lender shall remain unpaid or the Lender is obligated under this Agreement to extend any credit to Borrowerall Receivables and all Collateral.

Power of Attorney. Borrower hereby irrevocably constitutes and appoints the Lender as Borrower's true and lawful attorney, with full Debtor grants to Coast an irrevocable power of substitutionattorney coupled with an interest, authorizing and permitting Coast (acting through any of its employees, attorneys or agents) at the sole cost and expense of Borrower but for the sole benefit of the Lender, upon any time after the occurrence of an Event of Default Default, at its Coast Business Credit Security Agreement Security Agreement -------------------------------------------------------------------------------- option, but without obligation, with or after DEMAND with respect without notice to Obligations payable on DEMANDDebtor, and at Debtor's expense, to convert do any or all of the following, in Debtor's name or otherwise: (a) Execute on behalf of Debtor any documents that Coast may, in its sole and absolute discretion, deem advisable in order to perfect, maintain or improve Coast's security interest in the Collateral into cashor other real or personal property intended to constitute Collateral, includingor in order to exercise a right of Debtor or Coast, without limitation, completing or in order to fully consummate all the manufacture or processing of work in processtransactions contemplated under this Agreement, and the sale all other present and future agreements; (either public b) Execute on behalf of Debtor any document exercising, transferring or privateassigning 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 all Coast's Collateral or in which Coast has an interest; (c) Execute on behalf of Debtor, any portion 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 portions other lien, or assignment or satisfaction of the inventory and mechanic's, materialman's or other lien; (d) Take control in any manner of any cash or non-cash items of payment or proceeds of Collateral; to enforce collection of the Collateral, either in its own name or in endorse the name of BorrowerDebtor upon any instruments, includingor documents, without limitation, executing releases evidence of payment or waivers, compromising or settling with any Debtors Collateral that may come into Coast's possession: (e) To receive and prosecuting, defending, compromising or releasing any action relating to the Collateral; to receive, open and dispose of all mail addressed to Borrower Debtor; and to take therefrom any remittances or proceeds of Collateral in which notify the Lender has a security interest; to notify Post Office authorities to change the address for the delivery of mail addressed to Borrower Debtor to such other address as Coast may designate, including, but not limited to, Coast's own address; Coast shall turn over to Debtor all of such mail not relating to the Lender shall Collateral; (f) Endorse all checks and other forms of remittances received by Coast "Pay to the Order of Coast Business Credit Corporation," or in such other manner as Coast may designate; (g) Pay, contest or settle any lien, charge, encumbrance, security interest and adverse claim In or to endorse the name of Borrower in favor of the 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, or any invoices, freight or express receiptsjudgment based thereon, or bills otherwise take any action to terminate or discharge the same; (h) Grant extensions of ladingtime to pay, storage receipts, warehouse receiptscompromise 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 account of Debtor's taxes or to secure the release of any liens therefor, or other documents of title of the same or different nature relating to the Collateralboth; to sign the name of Borrower on any notice of the Debtors or on verification of the Collateral; (j) Settle and to sign, if necessaryadjust, and file or record on behalf of Borrower give releases of, any financing or other statement in order insurance claim that relates to perfect or protect the Lender’s security interest. The Lender shall not be obliged to do any of the acts Collateral and obtain payment therefor; (k) Take any action or exercise 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 costs, expenses, liabilities, obligations and attorneys' fees incurred by Coast with respect to the foregoing shall be added to and become part of the Obligations, shall be payable on demand, and shall bear interest at a rate equal to the highest interest rate applicable to any of the powers hereinabove authorized, but if Obligations. In no event shall Coast's rights under 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 foregoing power 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 Lender by this Agreement, being coupled with an interest, shall be irrevocable so long as any Obligation of Borrower attorney or any guarantor or surety to the Lender shall remain unpaid or the Lender is obligated of Coast's other rights under this Agreement be deemed to extend any credit to Borrowerindicate that Coast is in control of the business, management or properties of Debtor.

Power of Attorney. Borrower hereby irrevocably constitutes and appoints appoints, effective on and after the occurrence of an Event of Default, Lender acting through any officer or agent thereof, with full power of substitution, as Borrower's true and lawful attorney, -in-fact with full irrevocable power of substitution, at the sole cost and expense of Borrower but for the sole benefit of the Lender, upon the occurrence of an Event of Default authority in Borrower's place and stead and in Borrower's name or after DEMAND with respect to Obligations payable on DEMAND, to convert the Collateral into cash, including, without limitation, completing the manufacture or processing of work in process, and the sale (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 name, from time to time in the name of BorrowerLender's Discretion, 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 Borrower, 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 Lender shall designate; to endorse the name of Borrower in favor of the Lender upon 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, notes, acceptances or other instruments evidence of payment or proceeds, which may be or become necessary or desirable in the same or different nature; Sole Discretion of Lender to sign accomplish the terms, purposes and endorse the name of Borrower on and to receive as secured party any of the Collateral, any invoices, freight or express receiptsintent of, or bills of ladingto fulfill Borrower's obligations under this Agreement and the other Loan Documents, storage receipts, warehouse receipts, or other documents of title of including the same or different nature relating right to the Collateral; to sign the name of Borrower on enter into any notice of the Debtors or on verification of the Collateral; and to sign, if necessary, and file or record control agreements on behalf of Borrower as described in Section 6.14, to appear in and defend any financing action or other statement proceeding brought with respect to the Collateral or any Property, and to bring any action or proceeding, in order the name and on behalf of Borrower, which Lender, in its Sole Discretion, deems necessary or desirable to perfect protect its interest in the Collateral or protect the Lender’s security interestany Property. The This power is coupled with an interest and is irrevocable. THIS POWER DOES NOT AND SHALL NOT BE CONSTRUED TO AUTHORIZE ANY CONFESSION OF JUDGMENT. Borrower hereby releases Lender shall not be obliged to do and its officers, directors, members, partners, trustees, debt holders, employees, representatives, agents and designees from any of the acts or exercise liabilities arising from any of the powers hereinabove authorized, but if the Lender elects to do any such act or exercise any such poweracts under this power of attorney and in furtherance thereof, it shall not be accountable for more than it actually receives as a result whether of such exercise of poweromission or commission, except and it shall not be responsible only to Borrower except for its the extent the same results from the applicable released party's 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 misconduct as any Obligation determined pursuant to a final non-appealable order of Borrower or any guarantor or surety to the Lender shall remain unpaid or the Lender is obligated under this Agreement to extend any credit to Borrowera court of competent jurisdiction.

Power of Attorney. Each Borrower hereby irrevocably constitutes reaffirms its irrevocable appointment of the Administrative Agent, as its agent and appoints the Lender as Borrower's true and lawful attorney-in-fact, with full power of substitution, having full power and authority, in its own name, in the name of any Lender(s), in the name of any Borrower or otherwise (but at the sole cost and expense of Borrower but for the sole benefit Borrowers and without notice to any Borrower), to (i) upon an Event of Default, notify Account Debtors obligated on any of the LenderReceivables to make payments thereon directly to the lockbox referenced in Section 11.2 of this Agreement, upon and to take control of the occurrence 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 after DEMAND with respect to Obligations payable on DEMANDwas theretofore making collections thereon; (ii) upon an Event of Default, to convert compromise, extend or renew any of the Collateral into cashconstituting Receivables or deal with any of the Collateral as the Administrative Agent may deem advisable; (iii) upon an Event of Default, includingrelease its interest in, make exchanges or substitutions for and/or surrender, all or any part of any Borrower’s interest in all or any part of the Collateral; (iv) upon an Event of Default, remove from any Borrower’s place(s) of business all books, records, ledger sheets, correspondence, invoices and documents relating to or evidencing any of the Collateral, or without limitationcost or expense to the Administrative Agent, completing make such use of any Borrower’s place(s) of business as may be reasonably necessary to administer, control and/or collect the manufacture Collateral; (v) upon an Event of Default, repair, alter or processing supply goods, if any, necessary to fulfill in whole or in part the purchase order of work in processany Account Debtor; (vi) demand, collect receipt for and upon an Event of Default, and the sale (either public or private) give renewals, extensions, discharges and releases of all or any portion or portions part of the inventory and other 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, either in its own name settle, renew, extend, compromise, compound, exchange or in adjust claims with respect to all or any part of the name Collateral or any legal proceedings brought with respect thereto; and (ix) upon an Event of BorrowerDefault, including, without limitation, executing releases or waivers, compromising or settling with any Debtors receive and prosecuting, defending, compromising or releasing any action relating to the Collateral; to receive, open and dispose of all mail addressed to any Borrower (other than mail sent to the Lockbox which may be received and to take therefrom opened in the ordinary course of Lockbox procedures irrespective of whether any remittances or proceeds Event of Collateral in which Default has occurred), and if an Event of Default exists hereunder, notify the Lender has a security interest; to notify Post Office authorities to change the address for the delivery of mail addressed to any Borrower to such address as the Lender shall Administrative Agent may designate; it being understood that the rights granted to the Administrative Agent in this clause (ix), which are operative on the occurrence of an Event of Default, shall not in any way limit or impair the other rights provided to the Administrative Agent and/or Lenders in this Agreement or any 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 Administrative Agent, as its agent and attorney-in-fact, with power of substitution, having full power and authority, in its own name, in the name of 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) and regardless of whether an Event of Default has occurred or any act, event or condition which with notice or the lapse of time, or both, would constitute an Event of Default has occurred, to (a) file financing statements and continuation statements covering the Collateral and execute the same on behalf of 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 in favor of the Lender upon any and all checks, drafts, money orders, notes, acceptances or other instruments items 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 payment relating to the Collateral; to sign the name Collateral or upon any proof of Borrower on claim in bankruptcy against any notice of the 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 the Lender’s security interest. The Lender shall not be obliged to do any of the acts or exercise any of the powers hereinabove authorized, but if the Lender elects to do any such act or exercise any such power, it shall not be accountable for more than it actually receives as a result of such exercise of power, and 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 Obligation of Borrower or any guarantor or surety to the Lender shall remain unpaid or the Lender is obligated under this Agreement to extend any credit to BorrowerAccount Debtor.

Power of Attorney. Borrower hereby irrevocably constitutes appoints DFS (and appoints the Lender any Person designated by it) as Borrower's true and lawful attorney, Attorney with full power to at any time, in the discretion of substitution, at the sole cost and expense of Borrower but for the sole benefit of the Lender, upon the occurrence of an Event of DFS (whether or not Default or after DEMAND with respect to Obligations payable on DEMAND, to convert the Collateral into cash, including, without limitation, completing the manufacture or processing of work in process, and the sale has occurred) to: (either public or privatea) 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 endorse the name of BorrowerBorrower 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) [INTENTIONALLY DELETED]; (e) endorse the name of Borrower upon financing statements, includinginstruments, without limitation, executing releases or waivers, compromising or settling with any Debtors Certificates of Title and prosecuting, defending, compromising or releasing any action relating 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 receivepreserve and protect the Collateral and DFS' rights and interest therein. In the event of a Default, open Borrower irrevocably appoints DFS (and dispose any Person designated by it) as Borrower's true and lawful Attorney with full power to at any time, in the discretion of DFS to: (i) demand payment, enforce payment and otherwise exercise all mail addressed of Borrower's rights, and remedies with respect to the collection of any Accounts; (ii) settle, adjust, compromise, 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 name on any Proof of Claim in Bankruptcy or similar document against any Account Debtor; (vii) endorse the name of Borrower upon any chattel paper, document, instrument, invoice, freight xxxx, xxxx of lading or similar document or agreement relating to any Account or goods pertaining thereto; (viii) initiate and to settle any insurance claim and endorse Borrower's name on any check, instrument or other item of payment; and (ix) take therefrom control in any remittances manner of any item of payments or proceeds of Collateral in which the Lender has a security interest; and for such purpose to notify Post Office authorities the Postal Authorities to change the address for delivery of mail addressed to Borrower to such address as the Lender shall DFS may designate; to endorse the name . This power of Borrower in favor of the Lender upon any attorney is for value 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 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 the Lender’s security interest. The Lender shall not be obliged to do any of the acts or exercise any of the powers hereinabove authorized, but if the Lender elects to do any such act or exercise any such power, it shall not be accountable for more than it actually receives as a result of such exercise of power, and 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 interest and is irrevocable so long as any Obligation of Obligations remain outstanding and by DFS exercising such right, DFS shall not waive any right against Borrower or any guarantor or surety to until the Lender shall remain unpaid or the Lender is obligated under this Agreement to extend any credit to BorrowerObligations are paid in full.

Power of Attorney. Borrower hereby irrevocably constitutes appoints Lender and appoints the Lender its successors as Borrower's ’s true and lawful attorneyattorney in fact, with full power of substitutionand authorizes Lender to, at the sole cost and expense of Borrower but for the sole benefit of the Lender, upon the occurrence of whether or not there has been an Event of Default Default, demand, collect, receive, sxx, and give releases to any Account Debtor for the monies due or after DEMAND which may become due upon or with respect to Obligations payable 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; prepare, file and sign Borrower’s name on DEMANDany notice, to convert claim, assignment, demand, draft, or notice of or satisfaction of lien or mechanics’ lien or similar document; verify and confirm directly with the Collateral into cashrespective Account Debtors the validity, 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 amount and other Collateral; matters relating to enforce collection of the CollateralReceivables, either in its own name or in the name of BorrowerBorrower or Lender or such other name as Lender may choose; (iv) with notice to Borrower (provided failure to provide notice shall not give rise to any liability to Lender), including, without limitation, executing releases or waivers, compromising or settling notify all Account Debtors with any Debtors and prosecuting, defending, compromising or releasing any action relating respect to the CollateralReceivables to pay Lender directly; to receive, (v) receive and open and dispose of all mail addressed to Borrower and to take therefrom for the purpose of collecting the Receivables; (vi) endorse Borrower’s name on 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 Lender shall designate; to endorse the name of Borrower in favor of the Lender upon any and all checks, drafts, money orders, notes, acceptances checks or other instruments forms of payment on the same or different natureReceivables; 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 Debtors or on verification of the Collateral; and to sign, if necessary, and file or record (vii) execute on behalf of Borrower any and all instruments, documents, financing or other statement in order statements and the like to perfect or protect the Lender’s security interest. The interests in the Receivables and Collateral; (viii) debit any Borrower’s deposit accounts maintained with Lender shall not be obliged to for any and all Obligations due under this Agreement; and (ix) do all acts and things necessary or expedient, in furtherance of any such purposes, and 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 acts or exercise any Receivables. Upon the occurrence and continuation of an Event of Default, all of the powers hereinabove authorized, but if the power of attorney rights granted by Borrower to 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 the Lender by this Agreement, being coupled with an interest, hereunder shall be irrevocable so long as any Obligation of Borrower or any guarantor or surety applicable with respect to the Lender shall remain unpaid or the Lender is obligated under this Agreement to extend any credit to Borrowerall Receivables and all Collateral.

Power of Attorney. Each Borrower hereby irrevocably constitutes appoints Lender and appoints the Lender its successors and as Borrower's true and lawful attorneyattorney in fact, with full power of substitutionand authorizes Lender (a) to, at the sole cost and expense of Borrower but for the sole benefit of the Lender, upon the occurrence of whether or not there has been an Event of Default Default, (i) demand, collect, receive, sxx, and give releases to any Account Debtor for the monies due or after DEMAND which may become due upon or with respect to Obligations payable on DEMANDthe Receivables and to compromise, to convert the Collateral into cashprosecute, includingor defend any action, without limitationclaim, completing the manufacture case 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 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 proceeding relating to the CollateralReceivables, 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 receive, the Receivables to pay Lender directly; (iv) receive and open and dispose of all mail addressed to Borrower and to take therefrom for the purpose of collecting the Receivables; (v) endorse Borrower’s name on 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 Lender shall designate; to endorse the name of Borrower in favor of the Lender upon any and all checks, drafts, money orders, notes, acceptances checks or other instruments forms of payment on the same or different natureReceivables; 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 Debtors or on verification of the Collateral; and to sign, if necessary, and file or record (vi) execute on behalf of Borrower any and all instruments, documents, financing or other statement in order statements and the like to perfect or protect the Lender’s security interest. The interests in the Receivables and Collateral; (vii) debit any Borrower’s deposit accounts maintained with Lender shall not be obliged to 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 acts or exercise any Receivables. Upon the occurrence and continuation of an Event of Default, all of the powers hereinabove authorized, but if the power of attorney rights granted by Borrowers to 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 the Lender by this Agreement, being coupled with an interest, hereunder shall be irrevocable so long as any Obligation of Borrower or any guarantor or surety applicable with respect to the Lender shall remain unpaid or the Lender is obligated under this Agreement to extend any credit to Borrowerall Receivables and all Collateral.

Power of Attorney. Borrower Parent hereby irrevocably constitutes and appoints the Lender Calliope, or any other Person whom Calliope may designate as Borrower's true and lawful attorney, Parent’s attorney with full power of substitution, at the sole cost and expense of Borrower but for the sole benefit of the Lender, upon effect after the occurrence and during the continuance of an Event of Default Default, with power to: (a)(i) execute any security related documentation on Parent’s behalf and to supply any omitted information and correct patent errors in any documents executed by Parent or after DEMAND with respect on Parent’s behalf; (ii) to Obligations payable on DEMAND, to convert file financing statements against Parent covering the Collateral (and, in connection with the filing of any such financing statements, describe the Collateral as “all assets and all personal property, whether now owned and/or hereafter acquired” (or any substantially similar variation thereof)); (iii) sign Parent’s name on any invoice or bxxx of lading relating to any Accounts, drafts against Account Debtors, schedules and assignments of Accounts, notices of assignment, financing statements and other public records, verifications of Account and notices to or from Account Debtors; and (iv) to do all other things Cxxxxxxx xxxxx necessary to carry out the terms of Section 6 of this Security Agreement and (b) upon the occurrence and during the continuance of an Event of Default; (v) endorse Parent’s name on any checks, notes, acceptances, money orders, drafts or other forms of payment or security that may come into cashCalliope’ possession; (vi) verify the validity, includingamount or any other matter relating to any Account by mail, without limitationtelephone, completing telegraph or otherwise with Account Debtors; (vii) do all other things necessary to carry out this Agreement, any Ancillary Agreement and all related documents; and (viii) notify the manufacture or processing post office authorities to change the address for delivery of work in processParent’s mail to an address designated by Calliope, and 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 Parent. Parent hereby ratifies 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 Lender shall designate; to endorse the name of Borrower in favor approves all acts of the Lender upon attorney. Neither Calliope, nor the attorney will be liable for 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 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 the Lender’s security interest. The Lender shall not be obliged to do any of the acts or exercise omissions or for any error of the powers hereinabove authorizedjudgment or mistake of fact or law, 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 Borrower except for its own gross negligence or willful misconduct. All powers conferred upon the Lender by this AgreementThis power, being coupled with an interest, shall be is irrevocable so long as any Obligation of Borrower or any guarantor or surety to Calliope has a security interest and until the Lender shall remain unpaid or the Lender is obligated under this Agreement to extend any credit to BorrowerObligations have been fully satisfied.

Power of Attorney. Borrower Seller hereby irrevocably constitutes appoints Purchaser and appoints the Lender its designees as BorrowerSeller's true and lawful attorneyattorney in fact, with full power to exercise in Purchaser's discretion, and regardless of substitution, at the sole cost and expense of Borrower but for the sole benefit of the Lender, upon the occurrence of whether an Event of Default or after DEMAND is then existing, all of the following powers, such powers being coupled with an interest: (A) to notify all Account Debtors with respect to Obligations payable on DEMANDthe Purchased Accounts to make payment directly to Purchaser; (B) to receive, to convert the Collateral into cash, including, without limitation, completing the manufacture or processing of work in processdeposit, and the sale (either public or private) of endorse Seller's name on all or any portion or portions of the inventory checks, drafts, money orders and other Collateral; to enforce collection forms 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 payment relating to the CollateralPurchased Accounts; (C) to demand, collect, receive, sue and give releases to any Account Debtor for the monies due or which may become due on or in connection with the Purchased Accounts; (D) to compromise, prosecute, or defend any action, claim, case, or proceeding relating to the Purchased Accounts, including the filing of a claim or the voting of such claims in any bankruptcy case, all in Purchaser's name or Seller's name, as Purchaser may elect; (E) to sell, assign, transfer, pledge, compromise, or discharge any Purchased Accounts; (F) to receive, open open, redirect and dispose of all mail addressed to Borrower Seller for the purpose of collecting the Purchased Accounts and to take therefrom all the actions permitted in subsection (B) above with respect to any remittances or proceeds of Collateral payments in which the Lender has a security interestany such mail; (G) to notify Post Office authorities to change the address for delivery of mail addressed to Borrower to such address as the Lender shall designate; to endorse execute in the name of Borrower Seller and file against Seller in favor of Purchaser such financing statements and other agreements as Purchaser deems necessary to evidence or perfect its security interest in the Lender upon any Purchased Accounts and all checks, drafts, money orders, notes, acceptances or the 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 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 the Lender’s security interest. The Lender shall not be obliged (H) to do all acts and things necessary or expedient, in furtherance of any such purposes. Upon the occurrence of an Event of Default, all of the acts or exercise any power of the powers hereinabove authorized, but if the Lender elects attorney rights granted by Seller 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 Lender by this Agreement, being coupled with an interest, Purchaser hereunder shall be irrevocable so long as any Obligation of Borrower or any guarantor or surety applicable with respect to the Lender shall remain unpaid or the Lender is obligated under this Agreement to extend any credit to Borrowerall Collateral.

Power of Attorney. Borrower hereby irrevocably designates, makes, constitutes and appoints the Lender (and any of Lender's officers, employees or agents designated by Lender) as Borrower's true and lawful attorney-in-fact to do the following, with full power of substitutionwithout notice to Borrower and in either Borrower's or Lender's name, but at the sole cost and expense of Borrower but for the Borrower, at such time or times as Lender in its sole benefit discretion may determine: (a) demand payment of the LenderAccounts from the Account Debtors, upon enforce payment of the occurrence Accounts by legal proceedings or otherwise, and generally exercise all of an Event of Default or after DEMAND Borrower's rights and remedies with respect to Obligations payable on DEMAND, to convert the Collateral into cash, including, without limitation, completing the manufacture or processing of work in process, and the sale (either public or private) of all or any portion or portions of the inventory and other Collateral; to enforce collection of the Accounts; (b) take control, in any manner, of any item of payment or proceeds relating to any Collateral; (c) prepare, either file and sign Borrower's name to a proof of claim in its own 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; (d) sign Borrower's name on any of documents described in SECTION 5.2 or on any other similar documents to be executed, recorded or filed in order to perfect or continue perfected Lender's security interest in the Collateral; (e) sign Borrower's name on any invoices, bills of Borrowerlading, includingfreight bills, without limitationchattel paper, executing releases documents, instruments or waivers, compromising similar documents or settling with any Debtors and prosecuting, defending, compromising or releasing any action agreements relating to the Accounts, Inventory or other Collateral, drafts against Account Debtors, schedules and assignments of Accounts, verifications of Accounts and notices to Account Debtors; to receive(f) send requests for verification of Accounts; (g) endorse Borrower's name on any checks, open and dispose notes, acceptances, money orders, drafts or other items of all mail addressed to Borrower and to take therefrom any remittances payment or proceeds relating to any Collateral that may come into Lender's possession and deposit the same to the account of Collateral Lender for application to the Obligations; (h) do all other acts and things necessary, in which Lender's determination, to fulfill Borrower's obligations under this Agreement or any of the Lender has a security interestother Loan Documents; to (i) notify Post Office the post office authorities to change the address for delivery of Borrower's mail to an address designated by Lender, to receive and open all mail addressed to Borrower, and to retain all mail relating to the Collateral and forward all other mail to Borrower; (j) 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; (k) make, settle and adjust all claims under Borrower's policies of insurance relating to the Collateral, make all determinations and decisions with respect to such address as the Lender shall designate; to endorse the name policies of Borrower in favor of the Lender upon any and all checks, drafts, money orders, notes, acceptances or other instruments of the same or different nature; to sign insurance and endorse the name of Borrower on and to receive as secured party any check, draft, instrument or other item of payment for the proceeds of such policies of insurance; (l) sell or assign any of the CollateralAccounts and other Collateral upon such terms, any invoices, freight for such amounts and at such time 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 Debtors or on verification of the Collateraltimes as Lender deems advisable; and (m) settle, adjust or compromise disputes and claims respecting the Accounts directly with Account Debtors, for amounts and upon terms that Lender determines to signbe reasonable, if and, in furtherance thereof, execute and deliver any documents and releases that Lender determines to be necessary, and file or record on behalf of Borrower any financing or other statement in order to perfect or protect the Lender’s security interest. The appointment of Lender shall not be obliged to do any as Borrower's attorney-in-fact and each and every one 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, Lender's rights and it shall not be responsible to Borrower except for its own gross negligence or willful misconduct. All powers conferred upon the Lender by this Agreementpowers, being coupled with an interest, shall be is irrevocable so long as any Obligation until all of Borrower or any guarantor or surety to the Lender shall remain unpaid or the Lender is obligated under Obligations have been fully repaid and performed and this Agreement to extend any credit to Borrowerhas been terminated.

Power of Attorney. Borrower hereby irrevocably constitutes and appoints the Lender as Borrower's true and lawful attorney, with full power of substitution, at the sole cost and expense of Borrower but for the sole benefit of the Lender, upon Upon the occurrence of an Event of Default Default, in addition to all of the powers granted to the Trustee pursuant to the Indenture, the Pledgor hereby appoints and constitutes the Trustee as the Pledgor's attorney-in-fact, with full authority in the place and stead of the Pledgor and in the name of the Pledgor or after DEMAND with respect otherwise, from time to Obligations payable on DEMANDtime in the Trustee's discretion, to convert take any action and to execute any instrument that the Collateral into cashTrustee may deem necessary or advisable to accomplish the purposes of this Pledge Agreement, including, without limitation, completing the manufacture following powers: (a) collection of proceeds of any Pledged Collateral; (b) conveyance of any item of Pledged Collateral to any purchaser thereof; (c) giving of any notices or processing recording of work any Liens under Section 6 hereof; and (d) paying or discharging taxes or Liens levied or placed upon the Pledged Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by the Trustee in processits sole reasonable discretion, and such payments made by the sale (either public or private) of all or any portion or portions Trustee to become part of the inventory and other Collateral; to enforce collection Outstanding Obligations of the CollateralPledgor to the Trustee, either in its own name due and payable immediately upon demand. The Trustee's authority under this Section 8 shall include, without limitation, the authority to endorse and negotiate any checks or instruments representing proceeds of Pledged Collateral in the name of Borrowerthe Pledgor, includingexecute and give receipt for any certificate of ownership or any document constituting Pledged Collateral, without limitationtransfer title to any item of Pledged Collateral, executing releases or waivers, compromising or settling with any Debtors and prosecuting, defending, compromising or releasing any action relating sign the Pledgor's name on all financing statements (to the Collateral; extent permitted by applicable law) or any other documents deemed necessary or appropriate by the Trustee to receivepreserve, open and dispose of all mail addressed to Borrower protect or perfect the security interest in the Pledged Collateral and to take therefrom any remittances or proceeds of Collateral in which file 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 Lender shall designate; to endorse the name of Borrower in favor of the Lender upon any same, prepare, file 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 Pledgor's name of Borrower on any notice of the Debtors or on verification of the Collateral; Lien, and to signtake any other actions arising from or incident to the powers granted to the Trustee in this Pledge Agreement. This power of attorney is coupled with an interest and is irrevocable by the Pledgor. Notwithstanding anything to the contrary stated herein, if necessary, and file the Trustee has no duty or record on behalf of Borrower any financing or other statement in order obligation to perfect or protect the Lender’s security interest. The Lender shall not be obliged to do any of the acts or exercise any of the powers hereinabove authorized, but if the Lender elects to do any such act or exercise any such power, it shall not be accountable for more than it actually receives as a result of such exercise of power, and it shall not be responsible to Borrower except for its own gross negligence or willful misconduct. All powers conferred upon the Lender by stated in this Agreement, being coupled with an interest, shall be irrevocable so long as any Obligation of Borrower or any guarantor or surety to the Lender shall remain unpaid or the Lender is obligated under this Agreement to extend any credit to BorrowerSection 8.

Power of Attorney. The Borrower hereby irrevocably constitutes and appoints the Lender as BorrowerBank and the Bank's designees from time to time its true and lawful attorneyattorneys-in-fact, with full power of substitution, at substitution in the sole cost and expense of Borrower but for the sole benefit of the Lender, premises (a) upon the occurrence of an Event of Default or after DEMAND with respect to Obligations payable on DEMANDa Default, to convert demand, collect, receipt for, settle, compromise, adjust, sue for, foreclose or realize upon the Collateral into cashin such manner as txx Bank may determine, includingwhether or not the Collateral is then due; (b) to receive, without limitation, completing the manufacture or processing of work in processopen, and dispose of mail addressed to the sale Borrower and take therefrom any payments on or proceeds of Accounts; (either public c) to endorse notes, checks, drafts, money orders, Documents or private) other evidences of all payment, shipment or storage or any portion or portions form of the inventory Collateral on behalf of and other Collateral; to enforce collection of the Collateral, either in its own name or in the name of the Borrower, including, without limitation, executing releases ; (d) to sign and send on behalf of the Borrower any invoice or waivers, compromising or settling with any Debtors and prosecuting, defending, compromising or releasing any action bill of lading relating to any Account, on drafts against customers, xx xchedules 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 CollateralBorrower's name to the proofs of claim against any Account Debtor on behalf of the Borrower; to receive, open and dispose of all mail addressed to Borrower and to take therefrom any remittances or proceeds of Collateral in which the Lender has a security interest; (f) to notify Post Office the post office authorities to change the address for delivery of the Borrower's mail addressed to Borrower to such an address as designated by the Lender shall designateBank; (g) upon the occurrence of a Default, to endorse Borrower's name on all applications, documents, papers, certificates and instruments necessary or expedient for the name of Borrower in favor of Bank to use the 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 receiptsIntellectual Property, or bills of lading, storage receipts, warehouse receiptsnecessary 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 documents of title of the same or different nature relating formula with respect to the Collateral; to sign the name of Borrower on any notice of the Debtors or on verification of the CollateralIntellectual Property; and (h) to sign, if necessary, and file or record on behalf of Borrower any financing or other statement in order do all things necessary to perfect or protect the Lender’s security interestcarry out this Security Agreement. The Lender shall not Borrower hereby ratifies and approves all acts of such attorneys. Neither the Bank nor any attorney will be obliged to do liable for any of the acts or exercise omissions nor for any error of the powers hereinabove authorizedjudgment or mistake of fact or law, but if the Lender elects to do any such act or exercise any such powerabsent gross negligence, 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 bad faith or willful misconduct. All powers conferred upon the Lender by this AgreementThis power, being coupled with an interest, shall be is irrevocable so long as any Obligation of Borrower or any guarantor or surety until the Liabilities have been fully satisfied. Notwithstanding anything herein to the Lender contrary, no attorney acting pursuant to this Section 9.5 shall remain unpaid or have any authority to confess judgment on behalf of the Lender is obligated under this Agreement to extend any credit to Borrower.