Common use of Actions with Respect to Accounts Clause in Contracts

Actions with Respect to Accounts. The Grantor irrevocably makes, constitutes and appoints the Collateral Agent its true and lawful attorney-in-fact with power to sign its name and to take any of the following actions after the occurrence and prior to the cure of an Event of Default, at any time without notice to either Grantor and at the Grantor’s reasonable expense: (a) Verify the validity and amount of, or any other matter relating to, the Collateral by mail, telephone, telegraph or otherwise; (b) Notify all account debtors that the Accounts have been assigned to the Holders and that the Holders have a security interest in the Accounts; (c) Direct all account debtors to make payment of all Accounts directly to the Holders; (d) Take control in any reasonable manner of any cash or non-cash items of payment or proceeds of Accounts; (e) Receive, open and respond to all mail addressed to the Grantor; (f) Take control in any manner of any rejected, returned, stopped in transit or repossessed goods relating to Accounts; (g) Enforce payment of and collect any Accounts, by legal proceedings or otherwise, and for such purpose the Holders may: (1) Demand payment of any Accounts or direct any account debtors to make payment of Accounts directly to the Holders; (2) Receive and collect all monies due or to become due to the Grantor pursuant to the Accounts; (3) Exercise all of the Grantor’s rights and remedies with respect to the collection of Accounts; (4) Settle, adjust, compromise, extend, renew, discharge or release Accounts in a commercially reasonable manner; (5) Sell or assign Accounts on such reasonable terms, for such reasonable amounts and at such reasonable times as the Holders reasonably deem advisable; (6) Prepare, file and sign the Grantor’s name or names on any Proof of Claim or similar documents in any proceeding filed under federal or state bankruptcy, insolvency, reorganization or other similar law as to any account debtor; (7) Prepare, file and sign the Grantor’s name or names on any notice of lien, claim of mechanic’s lien, assignment or satisfaction of lien or mechanic’s lien or similar document in connection with the Collateral; (8) Endorse the name of the Grantor upon any chattel papers, documents, instruments, invoices, freight bills, bills of lading or similar documents or agreements relating to Accounts or goods pertaining to Accounts or upon any checks or other media of payment or evidence of a security interest that may come into the Holders’ possession; (9) Sign the name or names of the Grantor to verifications of Accounts and notices of Accounts sent by account debtors to the Grantor; or (10) Take all other actions that the Holders reasonably deem to be necessary or desirable to protect the Grantor’s interest in the Accounts. (h) Negotiate and endorse any Document in favor of the Holders or their designees, covering Inventory which constitutes Collateral, and related documents for the purpose of carrying out the provisions of this Agreement and taking any action and executing in the name(s) of Grantor any instrument which the Holders may reasonably deem necessary or advisable to accomplish the purpose hereof. Without limiting the generality of the foregoing, the Collateral Agent shall have the right and power to receive, endorse and collect checks and other orders for the payment of money made payable to the Grantor representing any payment or reimbursement made under, pursuant to or with respect to, the Collateral or any part thereof and to give full discharge to the same. The Grantor does hereby ratify and approve all acts of said attorney and agrees that said attorney shall not be liable for any acts of commission or omission, nor for any error of judgment or mistake of fact or law, except for said attorney’s own gross negligence or willful misconduct. This power, being coupled with an interest, is irrevocable until the Notes are paid in full (at which time this power shall terminate in full) and the Grantor shall have performed all of its obligations under this Agreement. The Grantor further agrees to use its reasonable efforts to assist the Collateral Agent in the collection and enforcement of the Accounts and will not hinder, delay or impede the Holders in any manner in its collection and enforcement of the Accounts.

Actions with Respect to Accounts. The Grantor Obligor hereby irrevocably makes, constitutes and appoints the Collateral Agent its Bank (and any of Bank's designated officers, employees or agents) as Obligor's true and lawful attorney-in-fact fact, with full power of substitution, with power to sign its Obligor's name and to take any of the following actions after actions, in Obligor's name or the occurrence and prior to the cure name of an Event of DefaultBank, at any time as Bank may determine in its reasonable discretion, without notice to either Grantor Obligor and at the Grantor’s reasonable Obligor's expense: (a) Verify the validity and amount of, of or any other matter relating to, to the Collateral by mail, telephone, telegraph telecopy or otherwise; (b) Notify Upon the occurrence of an Event of Default, notify all account debtors that the Accounts Obligor's accounts have been assigned to the Holders Bank and that the Holders have Bank has a security interest in the Accountstherein; (c) Direct Upon the occurrence of an Event of Default, direct all account debtors to make payment of all Accounts Obligor's accounts directly to the HoldersBank and forward invoices directly to such account debtors; (d) Take Upon the occurrence of an Event of Default, take control in any reasonable manner of any cash or non-cash items of payment or proceeds of Accountssuch accounts; (e) ReceiveUpon the occurrence of an Event of Default, open and respond notify the United States Postal Service to all change the address for delivery of mail addressed to the GrantorObligor to such address as Bank may designate; (f) Take Upon the occurrence of an Event of Default, have access to any lockbox or postal boxes into which Obligor's mail is deposited and receive, open and dispose of all mail addressed to Obligor; (g) Upon the occurrence of an Event of Default, take control in any manner of any rejected, returned, stopped in transit or repossessed goods relating to Accountsany accounts; (gh) Enforce Upon the occurrence of an Event of Default, enforce payment of and collect any Accountsaccounts, by legal proceedings or otherwise, and for such purpose the Holders Bank may: (1) Demand payment of any Accounts accounts or direct any account debtors to make payment of Accounts accounts directly to the HoldersBank; (2) Receive and collect all monies due or to become due to the Grantor pursuant to the AccountsObligor; (3) Exercise all of the Grantor’s Obligor's rights and remedies with respect to the collection of Accountsaccounts; (4) Settle, adjust, compromise, extend, renew, discharge or release Accounts in a commercially reasonable mannerthe accounts; (5) Sell or assign Accounts the accounts on such reasonable terms, for such reasonable amounts amount and at such reasonable times as the Holders reasonably deem Bank deems advisable; (6) Prepare, file and sign the Grantor’s Obligor's name or names on any Proof of Claim or similar documents document in any proceeding filed under federal or state bankruptcy, insolvency, reorganization or other similar law as to any account debtor; (7) Prepare, file and sign the Grantor’s Obligor's name or names on any notice Notice of lienLien, claim Claim of mechanic’s lienMechanic's Lien, assignment Assignment or satisfaction Satisfaction of lien Lien or mechanic’s lien Mechanic's Lien or similar document in connection with the Collateral; (8) Endorse the name of the Grantor Obligor upon any chattel papers, documents, instruments, invoices, freight bills, bills of lading or similar documents or agreements relating to Accounts the accounts or goods pertaining to Accounts thereto or upon any checks or other media of payment or evidence evidences of a security interest that may come into the Holders’ Bank's possession; (9) Sign the name or names of the Grantor Obligor to verifications of Accounts accounts and notices of Accounts thereof sent by account debtors to the GrantorObligor; or (10) Take all other actions that the Holders reasonably deem to be necessary or desirable desirable, as determined by Bank in its reasonable discretion, to protect the Grantor’s Obligor's or Bank's interest in the Accounts. (h) Negotiate accounts. Obligor ratifies and endorse any Document in favor of the Holders or their designees, covering Inventory which constitutes Collateral, and related documents for the purpose of carrying out the provisions of this Agreement and taking any action and executing in the name(s) of Grantor any instrument which the Holders may reasonably deem necessary or advisable to accomplish the purpose hereof. Without limiting the generality of the foregoing, the Collateral Agent shall have the right and power to receive, endorse and collect checks and other orders for the payment of money made payable to the Grantor representing any payment or reimbursement made under, pursuant to or with respect to, the Collateral or any part thereof and to give full discharge to the same. The Grantor does hereby ratify and approve approves all acts of said attorney attorneys and agrees that said attorney attorneys shall not be liable for any acts of commission or omission, nor for any error of judgment or mistake of fact or law, except for said attorney’s own willful misconduct or gross negligence or willful misconductnegligence. This power, being coupled with an interest, is irrevocable until the Notes are paid in full (at which time this power shall terminate in full) and the Grantor shall have performed all of its obligations under this Agreementirrevocable. The Grantor further Obligor agrees to use its reasonable efforts to assist the Collateral Agent Bank in the collection and enforcement of the Accounts its accounts and will not to hinder, delay or impede the Holders in any manner in Bank on its collection and or enforcement of the Accountssaid accounts.

Actions with Respect to Accounts. The Grantor Company irrevocably makes, constitutes and appoints the Collateral Agent its true and lawful attorney-in-fact with power to sign its name and to take any of the following actions after the occurrence and prior to the cure of an Event of Default, at any time without notice to either Grantor the Company or the Subsidiary and at the GrantorCompany’s reasonable expense: (a) Verify the validity and amount of, or any other matter relating to, the Collateral by mail, telephone, telegraph or otherwise; (b) Notify all account debtors that the Accounts have been assigned to the Holders Buyers and that the Holders have Buyers has a security interest in the Accounts; (c) Direct all account debtors to make payment of all Accounts directly to the HoldersBuyers; (d) Take control in any reasonable manner of any cash or non-cash items of payment or proceeds of Accounts; (e) Receive, open and respond to dispose of all mail addressed to the GrantorCompany or the Subsidiary; (f) Take control in any manner of any rejected, returned, stopped in transit or repossessed goods relating to Accounts; (g) Enforce payment of and collect any Accounts, by legal proceedings or otherwise, and for such purpose the Holders Buyers may: (1) Demand payment of any Accounts or direct any account debtors to make payment of Accounts directly to the HoldersBuyers; (2) Receive and collect all monies due or to become due to the Grantor Company or the Subsidiary pursuant to the Accounts; (3) Exercise all of the GrantorCompany’s or the Subsidiary’s rights and remedies with respect to the collection of Accounts; (4) Settle, adjust, compromise, extend, renew, discharge or release Accounts in a commercially reasonable manner; (5) Sell or assign Accounts on such reasonable terms, for such reasonable amounts and at such reasonable times as the Holders Buyers reasonably deem deems advisable; (6) Prepare, file and sign the GrantorCompany’s or the Subsidiary’s name or names on any Proof of Claim or similar documents in any proceeding filed under federal or state bankruptcy, insolvency, reorganization or other similar law as to any account debtor; (7) Prepare, file and sign the GrantorCompany’s or the Subsidiary’s name or names on any notice of lien, claim of mechanic’s lien, assignment or satisfaction of lien or mechanic’s lien or similar document in connection with the Collateral; (8) Endorse the name of the Grantor Company or the Subsidiary upon any chattel papers, documents, instruments, invoices, freight bills, bills of lading or similar documents or agreements relating to Accounts or goods pertaining to Accounts or upon any checks or other media of payment or evidence of a security interest that may come into the Holders’ Buyers possession; (9) Sign the name or names of the Grantor Company or the Subsidiary to verifications of Accounts and notices of Accounts sent by account debtors to the GrantorCompany ; or (10) Take all other actions that the Holders Buyers reasonably deem deems to be necessary or desirable to protect the GrantorCompany’s or the Subsidiary’s interest in the Accounts. (h) Negotiate and endorse any Document in favor of the Holders Buyers or their its designees, covering Inventory which constitutes Collateral, and related documents for the purpose of carrying out the provisions of this Agreement and taking any action and executing in the name(s) of Grantor Company or the Subsidiary any instrument which the Holders Buyers may reasonably deem necessary or advisable to accomplish the purpose hereof. Without limiting the generality of the foregoing, the Collateral Agent shall have the right and power to receive, endorse and collect checks and other orders for the payment of money made payable to the Grantor Company or the Subsidiary representing any payment or reimbursement made under, pursuant to or with respect to, the Collateral or any part thereof and to give full discharge to the same. The Grantor Company and each Subsidiary does hereby ratify and approve all acts of said attorney and agrees that said attorney shall not be liable for any acts of commission or omission, nor for any error of judgment or mistake of fact or law, except for said attorney’s own gross negligence or willful misconduct. This power, being coupled with an interest, is irrevocable until the Notes are paid in full (at which time this power shall terminate in full) and the Grantor Company and the Subsidiary shall have performed all of its their obligations under this Agreement. The Grantor Company and the Subsidiary each further agrees to use its reasonable efforts to assist the Collateral Agent in the collection and enforcement of the Accounts and will not hinder, delay or impede the Holders Buyers in any manner in its collection and enforcement of the Accounts.

Actions with Respect to Accounts. The Each Grantor irrevocably makes, constitutes and appoints the Collateral Agent its true and lawful attorney-in-fact with power to sign its name and to take any of the following actions after the occurrence and prior to the cure of an Event of Default, at any time without notice to either Grantor and at the each Grantor’s reasonable expense: (a) Verify the validity and amount of, or any other matter relating to, the Collateral by mail, telephone, telegraph or otherwise; (b) Notify all account debtors that the Accounts have been assigned to the Holders and that the Holders have a security interest in the Accounts; (c) Direct all account debtors to make payment of all Accounts directly to the Holders; (d) Take control in any reasonable manner of any cash or non-cash items of payment or proceeds of Accounts; (e) Receive, open and respond to all mail addressed to the each Grantor; (f) Take control in any manner of any rejected, returned, stopped in transit or repossessed goods relating to Accounts; (g) Enforce payment of and collect any Accounts, by legal proceedings or otherwise, and for such purpose the Holders may: (1) Demand payment of any Accounts or direct any account debtors to make payment of Accounts directly to the Holders; (2) Receive and collect all monies due or to become due to the each Grantor pursuant to the Accounts; (3) Exercise all of the each Grantor’s rights and remedies with respect to the collection of Accounts; (4) Settle, adjust, compromise, extend, renew, discharge or release Accounts in a commercially reasonable manner; (5) Sell or assign Accounts on such reasonable terms, for such reasonable amounts and at such reasonable times as the Holders reasonably deem advisable; (6) Prepare, file and sign the each Grantor’s name or names on any Proof of Claim or similar documents in any proceeding filed under federal or state bankruptcy, insolvency, reorganization or other similar law as to any account debtor; (7) Prepare, file and sign the each Grantor’s name or names on any notice of lien, claim of mechanic’s lien, assignment or satisfaction of lien or mechanic’s lien or similar document in connection with the Collateral; (8) Endorse the name of the each Grantor upon any chattel papers, documents, instruments, invoices, freight bills, bills of lading or similar documents or agreements relating to Accounts or goods pertaining to Accounts or upon any checks or other media of payment or evidence of a security interest that may come into the Holders’ possession; (9) Sign the name or names of the each Grantor to verifications of Accounts and notices of Accounts sent by account debtors to the each Grantor; or (10) Take all other actions that the Holders reasonably deem to be necessary or desirable to protect the each Grantor’s interest in the Accounts. (h) Negotiate and endorse any Document in favor of the Holders or their designees, covering Inventory which constitutes Collateral, and related documents for the purpose of carrying out the provisions of this Agreement and taking any action and executing in the name(s) of Grantor Borrower any instrument which the Holders may reasonably deem necessary or advisable to accomplish the purpose hereof. Without limiting the generality of the foregoing, the Collateral Agent shall have the right and power to receive, endorse and collect checks and other orders for the payment of money made payable to the each Grantor representing any payment or reimbursement made under, pursuant to or with respect to, the Collateral or any part thereof and to give full discharge to the same. The Each Grantor does hereby ratify and approve all acts of said attorney and agrees that said attorney shall not be liable for any acts of commission or omission, nor for any error of judgment or mistake of fact or law, except for said attorney’s own gross negligence or willful misconduct. This power, being coupled with an interest, is irrevocable until the Notes are paid in full (at which time this power shall terminate in full) and the each Grantor shall have performed all of its obligations under this Agreement. The Each Grantor further agrees to use its reasonable efforts to assist the Collateral Agent in the collection and enforcement of the Accounts and will not hinder, delay or impede the Holders in any manner in its collection and enforcement of the Accounts.

Actions with Respect to Accounts. The Grantor Borrower hereby irrevocably makes, constitutes and appoints the Collateral Agent Bank (and any of Bank's designated officers, employees or agents) as its true and lawful attorney-in-fact attorney‑in‑fact, with full power of substitution, with power to sign its name and to take any of the following actions after actions, in its name or the occurrence and prior to the cure name of an Event of DefaultBank, at any time as Bank may determine, without notice to either Grantor Borrower (except as specified below) and at the Grantor’s reasonable Borrower's expense: (a) Verify 9.4.1. verify the validity and amount of, of or any other matter relating to, to the Collateral by mail, telephone, telegraph telecopy or otherwise; (b) Notify 9.4.2. notify all account debtors that the Borrower's Accounts have been assigned to the Holders Bank and that the Holders have Bank has a security interest in the Accountstherein; (c) Direct 9.4.3. direct all account Account debtors to make payment of all Accounts Borrower's accounts directly to the HoldersBank and forward invoices directly to such account debtors; (d) Take 9.4.4. take control in any reasonable manner of any cash or non-cash non‑cash items of payment or proceeds of Accountsany Account; (e) Receive, open and respond to all mail addressed to the Grantor; (f) Take 9.4.5. take control in any manner of any rejected, returned, stopped in transit or repossessed goods relating to Accountsany Account; 9.4.6. notify the United States Postal Service to change the address for delivery of mail addressed to Borrower to such address as Bank may designate; 9.4.7. have access to any lockbox or postal boxes into which Borrower's mail is deposited and receive, open and dispose of all mail addressed to Borrower (g) Enforce any sums received pursuant to the exercise of the rights provided in Subsections 9.4.1. through 9.4.5. above may, at Bank's option, be deposited in the cash collateral account provided for herein); and 9.4.8. enforce payment of and collect any AccountsAccount, by legal proceedings or otherwise, and for such purpose the Holders Bank may: (1a) Demand payment of any Accounts Account or direct any account debtors Account debtor to make payment of Accounts an Account directly to the HoldersBank; (2b) Receive and collect all monies due or to become due to the Grantor pursuant to the AccountsBorrower; (3c) Exercise all of the Grantor’s Borrower's rights and remedies with respect to the collection of AccountsAccount; (4d) Settle, adjust, compromise, extend, renew, discharge or release Accounts in a commercially reasonable mannerthe Account; (5e) Sell or assign Accounts the Account on such reasonable terms, for such reasonable amounts amount and at such reasonable times as the Holders reasonably deem Bank deems advisable; (6f) PrepareIf not done immediately by Borrower following Bank's demand, prepare, file and sign the Grantor’s Borrower's name or names on any Proof proof of Claim claim or similar documents document in any proceeding filed under federal federal, provincial or state bankruptcy, insolvency, reorganization or other similar law as to any account debtor; (7g) PrepareIf not done immediately by Borrower following Bank's demand, prepare, file and sign the Grantor’s Borrower's name or names on any notice of lien, claim of mechanic’s 's lien, assignment or satisfaction of lien or mechanic’s 's lien or similar document in connection with the Collateral; (8) Endorse h) If not done immediately by Borrower following Bank's demand, endorse the name of the Grantor one or more Borrower upon any chattel papersChattel Paper, documents, instruments, invoices, freight bills, bills of lading or similar documents or agreements relating to Accounts the accounts or goods pertaining to Accounts thereto or upon any checks or other media of payment or evidence evidences of a security interest that may come into the Holders’ Bank's possession; (9i) Sign If not done immediately by Borrower following Bank's demand, sign the name or names of the Grantor Borrower to verifications of Accounts Account and notices of Accounts thereof sent by account Account debtors to the GrantorBorrower; or (10j) Take all other actions that the Holders reasonably deem to be necessary or desirable to protect the Grantor’s Borrower's or Bank's interest in the Accounts. (h) Negotiate and endorse any Document in favor of the Holders or their designees, covering Inventory which constitutes Collateral, and related documents for the purpose of carrying out the provisions of this Agreement and taking any action and executing in the name(s) of Grantor any instrument which the Holders may reasonably deem necessary or advisable to accomplish the purpose hereofAccount. Without limiting the generality of the foregoing, the Collateral Agent shall have the right and power to receive, endorse and collect checks and other orders for the payment of money made payable to the Grantor representing any payment or reimbursement made under, pursuant to or with respect to, the Collateral or any part thereof and to give full discharge to the same. The Grantor does hereby ratify and approve all acts of said attorney and Borrower agrees that said attorney attorneys shall not be liable for any acts of commission or omission, nor for any error of judgment or mistake of fact or law, except for said attorney’s own gross negligence or willful misconductmisconduct of the Bank. This power, being coupled with an interest, is irrevocable until the Notes are paid in full (at which time this power shall terminate in full) and the Grantor shall have performed all of its obligations under this Agreementirrevocable. The Grantor further Borrower agrees to use its reasonable efforts to assist the Collateral Agent Bank in the collection and enforcement of the Accounts its accounts and will not to hinder, delay or impede the Holders in any manner Bank in its collection and or enforcement of the Accountssaid accounts.

Actions with Respect to Accounts. The Grantor Borrowers hereby jointly and severally irrevocably makesmake, constitutes constitute and appoints the Collateral Agent its appoint Bank (and any of Bank's designated officers, employees or agents) as their true and lawful attorney-in-fact with power to sign its name their names and to take any of the following actions after actions, in their names or the occurrence and prior to the cure name of an Event of DefaultBank, at any time as Bank may determine, without notice to either Grantor Borrowers and at the Grantor’s reasonable Borrowers' expense: (a) Verify the validity and amount of, of or any other matter relating to, to the Collateral by mail, telephone, telegraph or otherwise; (b) Notify Upon the occurrence of and during the continuance of an Event of Default, notify all account debtors that the Accounts accounts have been assigned to the Holders Bank and that the Holders have Bank has a security interest in therein (provided that Bank shall have the Accountsright to notify account debtors prior to an Event of Default if such notification is required to perfect the Bank's security interests and/or right to collect such accounts); (c) Direct Upon the occurrence and during the continuance of an Event of Default, direct all account debtors to make payment of all Accounts accounts directly to the HoldersBank and forward invoices directly to such account debtors; (d) Take Upon the occurrence and during the continuance of an Event of Default, take control in any reasonable manner of any cash or non-cash items of payment or proceeds of Accountsaccounts; (e) ReceiveUpon the occurrence and during the continuance of an Event of Default, open and respond notify the United States Postal Service to all change the address for delivery of mail addressed to the Grantorany Borrower to such address as Bank may designate; (f) Take Upon the occurrence and during the continuance of an Event of Default, have access to any lockbox or postal boxes into which any Borrower's mail is deposited and receive, open and dispose of all mail addressed to any Borrower; (g) Upon the occurrence and during the continuance of an Event of Default, take control in any manner of any rejected, returned, stopped in transit or repossessed goods relating to Accountsaccounts; (gh) Enforce Upon the occurrence of and during the continuance of an Event of Default, enforce payment of and collect any Accountsaccounts, by legal proceedings or otherwise, and for such purpose the Holders Bank may: (1) Demand payment of any Accounts accounts or direct any account debtors to make payment of Accounts accounts directly to the HoldersBank; (2) Receive and collect all monies due or to become due to the Grantor pursuant to the Accountsany Borrower; (3) Exercise all of the Grantor’s Borrowers' rights and remedies with respect to the collection of Accountsaccounts; (4) Settle, adjust, compromise, extend, renew, discharge or release Accounts in a commercially reasonable mannerthe accounts; (5) Sell or assign Accounts the accounts on such reasonable terms, for such reasonable amounts amount and at such reasonable times as the Holders reasonably deem Bank deems advisable; (6) Prepare, file and sign the Grantor’s Borrowers' name or names on any Proof of Claim or similar documents document in any proceeding filed under federal or state bankruptcy, insolvency, reorganization or other similar law as to any account debtor; (7) Prepare, file and sign the Grantor’s Borrowers' name or names on any notice Notice of lienLien, claim Claim of mechanic’s lienMechanic's Lien, assignment Assignment or satisfaction Satisfaction of lien Lien or mechanic’s lien Mechanic's Lien or similar document in connection with the Collateral; (8) Endorse the name of the Grantor Borrowers upon any chattel papers, documents, instruments, invoices, freight bills, bills of lading or similar documents or agreements relating to Accounts the accounts or goods pertaining to Accounts thereto or upon any checks or other media of payment or evidence evidences of a security interest that may come into the Holders’ Bank's possession; (9) Sign the name or names of the Grantor Borrowers to verifications of Accounts accounts and notices of Accounts thereof sent by account debtors to the GrantorBorrowers; or (10) Take all other actions that the Holders reasonably deem to be necessary or desirable to protect the Grantor’s Borrowers' or Bank's interest in the Accounts. (h) Negotiate and endorse any Document in favor of the Holders or their designees, covering Inventory which constitutes Collateral, and related documents for the purpose of carrying out the provisions of this Agreement and taking any action and executing in the name(s) of Grantor any instrument which the Holders may reasonably deem necessary or advisable to accomplish the purpose hereofaccounts. Without limiting the generality of the foregoing, the Collateral Agent shall have the right and power to receive, endorse and collect checks and other orders for the payment of money made payable to the Grantor representing any payment or reimbursement made under, pursuant to or with respect to, the Collateral or any part thereof and to give full discharge to the same. The Grantor does hereby ratify and approve all All acts of said attorney attorneys are hereby ratified and agrees that approved and said attorney attorneys shall not be liable for any acts of commission or omission, nor for any error of judgment or mistake of fact or law, except for said attorney’s own gross negligence or willful misconduct. This power, being coupled with an interest, is irrevocable until the Notes are paid in full (at which time this power shall terminate in full) and the Grantor shall have performed all of its obligations under this Agreement. The Grantor further agrees to use its reasonable efforts to assist the Collateral Agent in the collection and enforcement of the Accounts and will not hinder, delay or impede the Holders in as long as any manner in its collection and enforcement of the AccountsBank Indebtedness remains outstanding.

Actions with Respect to Accounts. The Grantor Obligor hereby irrevocably makes, constitutes and appoints the Collateral Agent its Bank (and any of Bank's designated officers, employees or agents) as Obligor's true and lawful attorney-in-fact fact, with full power of substitution, with power to sign its Obligor's name and to take any of the following actions after actions, in Obligor's name or the occurrence and prior to the cure name of an Event of DefaultBank, at any time as Bank may determine in its reasonable discretion, without notice to either Grantor Obligor and at the Grantor’s reasonable Obligor's expense: (a) Verify the validity and amount of, of or any other matter relating to, to the Collateral by mail, telephone, telegraph telecopy or otherwise; (b) Notify Upon the occurrence of an Event of Default, notify all account debtors that the Accounts Obligor's accounts have been assigned to the Holders Bank and that the Holders have Bank has a security interest in the Accountstherein; (c) Direct Upon the occurrence of an Event of Default, direct all account debtors to make payment of all Accounts Obligor's accounts directly to the HoldersBank and forward invoices directly to such account debtors; (d) Take Upon the occurrence of an Event of Default, take control in any reasonable manner of any cash or non-cash items of payment or proceeds of Accountssuch accounts; (e) ReceiveUpon the occurrence of an Event of Default, open and respond notify the United States Postal Service to all change the address for delivery of mail addressed to the GrantorObligor to such address as Bank may designate; (f) Take Upon the occurrence of an Event of Default, have access to any lockbox or postal boxes into which Obligor's mail is deposited and receive, open and dispose of all mail addressed to Obligor; (g) Upon the occurrence of an Event of Default, take control in any manner of any rejected, returned, stopped in transit or repossessed goods relating to Accountsany accounts; (gh) Enforce Upon the occurrence of an Event of Default, enforce payment of and collect any Accountsaccounts, by legal proceedings or otherwise, and for such purpose the Holders Bank may: (1) Demand payment of any Accounts or direct any account debtors to make payment of Accounts directly to the Holders; (2) Receive and collect all monies due or to become due to the Grantor pursuant to the Accounts; (3) Exercise all of the Grantor’s rights and remedies with respect to the collection of Accounts; (4) Settle, adjust, compromise, extend, renew, discharge or release Accounts in a commercially reasonable manner; (5) Sell or assign Accounts on such reasonable terms, for such reasonable amounts and at such reasonable times as the Holders reasonably deem advisable; (6) Prepare, file and sign the Grantor’s name or names on any Proof of Claim or similar documents in any proceeding filed under federal or state bankruptcy, insolvency, reorganization or other similar law as to any account debtor; (7) Prepare, file and sign the Grantor’s name or names on any notice of lien, claim of mechanic’s lien, assignment or satisfaction of lien or mechanic’s lien or similar document in connection with the Collateral; (8) Endorse the name of the Grantor upon any chattel papers, documents, instruments, invoices, freight bills, bills of lading or similar documents or agreements relating to Accounts or goods pertaining to Accounts or upon any checks or other media of payment or evidence of a security interest that may come into the Holders’ possession; (9) Sign the name or names of the Grantor to verifications of Accounts and notices of Accounts sent by account debtors to the Grantor; or (10) Take all other actions that the Holders reasonably deem to be necessary or desirable to protect the Grantor’s interest in the Accounts. (h) Negotiate and endorse any Document in favor of the Holders or their designees, covering Inventory which constitutes Collateral, and related documents for the purpose of carrying out the provisions of this Agreement and taking any action and executing in the name(s) of Grantor any instrument which the Holders may reasonably deem necessary or advisable to accomplish the purpose hereof. Without limiting the generality of the foregoing, the Collateral Agent shall have the right and power to receive, endorse and collect checks and other orders for the payment of money made payable to the Grantor representing any payment or reimbursement made under, pursuant to or with respect to, the Collateral or any part thereof and to give full discharge to the same. The Grantor does hereby ratify and approve all acts of said attorney and agrees that said attorney shall not be liable for any acts of commission or omission, nor for any error of judgment or mistake of fact or law, except for said attorney’s own gross negligence or willful misconduct. This power, being coupled with an interest, is irrevocable until the Notes are paid in full (at which time this power shall terminate in full) and the Grantor shall have performed all of its obligations under this Agreement. The Grantor further agrees to use its reasonable efforts to assist the Collateral Agent in the collection and enforcement of the Accounts and will not hinder, delay or impede the Holders in any manner in its collection and enforcement of the Accounts.

Actions with Respect to Accounts. The Each Grantor irrevocably makes, constitutes and appoints the Collateral Administrative Agent (and any of the Administrative Agent’s designated officers, employees or agents) as its true and lawful attorney-in-fact with power to sign its name and to take any of the following actions actions, in its name or in the name of the Administrative Agent, as the Administrative Agent may determine, at any time after the occurrence and prior to during the cure continuance of an Event of Default, at any time Default (except as expressly limited in this Section 5) without notice to either such Grantor and at the such Grantor’s reasonable expense: (a) Verify the validity and amount of, or any other matter relating to, the Collateral by mail, telephone, telegraph or otherwise; (b) Notify all account debtors that the Accounts have been assigned to the Holders Administrative Agent and that the Holders Lenders have a security interest in the Accounts; (c) Direct all account debtors to make payment of all Accounts directly to the HoldersAdministrative Agent; (d) Take control in any reasonable manner of any cash or non-cash items of payment or proceeds of Accounts; (e) ReceiveIn any case and for any reason, notify the United States Postal Service to change the addresses for delivery of mail addressed to the Grantor to such address as the Administrative Agent may designate; (f) In any case and for any reason, receive, open and respond to dispose of all mail addressed to the such Grantor; (fg) Take control in any manner of any rejected, returned, stopped in stopped-in-transit or repossessed goods relating to Accounts; (gh) Enforce payment of and collect any Accounts, by legal proceedings or otherwise, and for such purpose the Holders Administrative Agent may: (1i) Demand payment of any Accounts or direct any account debtors to make payment of Accounts directly to the HoldersAdministrative Agent; (2ii) Receive and collect all monies due or to become due to the Grantor pursuant to the Accountssuch Grantor; (3iii) Exercise all of the such Grantor’s rights and remedies with respect to the collection of Accounts; (4iv) Settle, adjust, compromise, extend, renew, discharge or release Accounts in a commercially reasonable mannerAccounts; (5v) Sell or assign Accounts on such reasonable terms, for such reasonable amounts and at such reasonable times as the Holders reasonably deem Administrative Agent deems advisable; (6vi) Prepare, file and sign the such Grantor’s name or names on any Proof of Claim or similar documents in any proceeding filed under federal or state bankruptcy, insolvency, reorganization or other similar law Law as to any account debtor; (7vii) Prepare, file and sign the such Grantor’s name or names on any notice Notice of lienLien, claim Claim of mechanicMechanic’s lienLien, assignment Assignment or satisfaction Satisfaction of lien Lien or mechanicMechanic’s lien Lien, or similar document in connection with the Collateral; (8) viii) Endorse the name of the such Grantor upon any chattel papers, documents, instruments, invoices, freight bills, bills of lading lading, or similar documents or agreements relating to Accounts or goods pertaining to Accounts or upon any checks or other media medium of payment or evidence of a security interest that may come into the Holders’ Administrative Agent’s possession; (9ix) Sign the name or names of the such Grantor to verifications of Accounts and notices of Accounts sent by account debtors to the such Grantor; or (10x) Take all other actions that the Holders reasonably deem to be necessary or desirable to protect the such Grantor’s interest interest(s) in the Accounts. (h) Negotiate . Each Grantor ratifies and endorse any Document in favor of the Holders or their designees, covering Inventory which constitutes Collateral, and related documents for the purpose of carrying out the provisions of this Agreement and taking any action and executing in the name(s) of Grantor any instrument which the Holders may reasonably deem necessary or advisable to accomplish the purpose hereof. Without limiting the generality of the foregoing, the Collateral Agent shall have the right and power to receive, endorse and collect checks and other orders for the payment of money made payable to the Grantor representing any payment or reimbursement made under, pursuant to or with respect to, the Collateral or any part thereof and to give full discharge to the same. The Grantor does hereby ratify and approve approves all acts of said attorney attorneys and agrees that said attorney attorneys shall not be liable for any acts of commission or omission, nor for any error of judgment or mistake of fact or law, except for said attorney’s own gross negligence or willful misconduct. This power, being coupled with an interest, is irrevocable until the Notes Obligations are paid in full (at which time this power shall terminate in full) and the Grantor Grantors shall have performed all of its their obligations under this Security Agreement. The Each Grantor further agrees to use its reasonable best efforts to assist the Collateral Administrative Agent in the collection and enforcement of the Accounts and will not hinder, delay or impede the Holders Administrative Agent in any manner in its collection and enforcement of the Accounts.

Actions with Respect to Accounts. The Grantor Borrower irrevocably makes, constitutes and appoints the Collateral Agent its true and lawful attorney-in-fact with power to sign its name and to take any of the following actions after the occurrence and prior to the cure of an Event of Default, at any time without notice to either Grantor the Borrower and at the GrantorBorrower’s reasonable expense: (a) Verify the validity and amount of, or any other matter relating to, the Collateral by mail, telephone, telegraph or otherwise; (b) Notify all account debtors that the Accounts have been assigned to the Holders Lender and that the Holders have Lender has a security interest in the Accounts; (c) Direct all account debtors to make payment of all Accounts directly to the HoldersLender; (d) Take control in any reasonable manner of any cash or non-cash items of payment or proceeds of Accounts; (e) Receive, open and respond to all mail addressed to the GrantorBorrower; (f) Take control in any manner of any rejected, returned, stopped in transit or repossessed goods relating to Accounts; (g) Enforce payment of and collect any Accounts, by legal proceedings or otherwise, and for such purpose the Holders Lender may: (1) Demand payment of any Accounts or direct any account debtors to make payment of Accounts directly to the HoldersLender; (2) Receive and collect all monies due or to become due to the Grantor Borrower pursuant to the Accounts; (3) Exercise all of the GrantorBorrower’s rights and remedies with respect to the collection of Accounts; (4) Settle, adjust, compromise, extend, renew, discharge or release Accounts in a commercially reasonable manner; (5) Sell or assign Accounts on such reasonable terms, for such reasonable amounts and at such reasonable times as the Holders Lender reasonably deem deems advisable; (6) Prepare, file and sign the GrantorBorrower’s name or names on any Proof of Claim or similar documents in any proceeding filed under federal or state bankruptcy, insolvency, reorganization or other similar law as to any account debtor; (7) Prepare, file and sign the GrantorBorrower’s name or names on any notice of lien, claim of mechanic’s lien, assignment or satisfaction of lien or mechanic’s lien or similar document in connection with the Collateral; (8) Endorse the name of the Grantor Borrower upon any chattel papers, documents, instruments, invoices, freight bills, bills of lading or similar documents or agreements relating to Accounts or goods pertaining to Accounts or upon any checks or other media of payment or evidence of a security interest that may come into the Holders’ Lender’s possession; (9) Sign the name or names of the Grantor Borrower to verifications of Accounts and notices of Accounts sent by account debtors to the GrantorBorrower; or (10) Take all other actions that the Holders Lender reasonably deem deems to be necessary or desirable to protect the GrantorBorrower’s interest in the Accounts. (h) Negotiate and endorse any Document in favor of the Holders Lender or their its designees, covering Inventory which constitutes Collateral, and related documents for the purpose of carrying out the provisions of this Agreement and taking any action and executing in the name(s) of Grantor Borrower any instrument which the Holders Lender may reasonably deem necessary or advisable to accomplish the purpose hereof. Without limiting the generality of the foregoing, the Collateral Agent shall have the right and power to receive, endorse and collect checks and other orders for the payment of money made payable to the Grantor Borrower representing any payment or reimbursement made under, pursuant to or with respect to, the Collateral or any part thereof and to give full discharge to the same. The Grantor Borrower does hereby ratify and approve all acts of said attorney and agrees that said attorney shall not be liable for any acts of commission or omission, nor for any error of judgment or mistake of fact or law, except for said attorney’s own gross negligence or willful misconduct. This power, being coupled with an interest, is irrevocable until the Notes are Note is paid in full (at which time this power shall terminate in full) and the Grantor Borrower shall have performed all of its obligations under this Agreement. The Grantor Borrower further agrees to use its reasonable efforts to assist the Collateral Agent in the collection and enforcement of the Accounts and will not hinder, delay or impede the Holders Lender in any manner in its collection and enforcement of the Accounts.

Actions with Respect to Accounts. The Each Grantor irrevocably makes, constitutes and appoints the Collateral Agent its true and lawful attorney-in-fact with power to sign its name and to take any of the following actions after the occurrence and prior to the cure of an Event of Default, at any time without notice to either Grantor and at the each Grantor’s reasonable expense, subject to the terms of the Permitted Liens: (a) Verify the validity and amount of, or any other matter relating to, the Collateral by mail, telephone, telegraph or otherwise; (b) Notify all account debtors that the Accounts have been assigned to the Holders and that the Holders have a security interest in the Accounts; (c) Direct all account debtors to make payment of all Accounts directly to the Holders; (d) Take control in any reasonable manner of any cash or non-cash items of payment or proceeds of Accounts; (e) Receive, open and respond to all mail addressed to the each Grantor; (f) Take control in any manner of any rejected, returned, stopped in transit or repossessed goods relating to Accounts; (g) Enforce payment of and collect any Accounts, by legal proceedings or otherwise, and for such purpose the Holders may: (1) Demand payment of any Accounts or direct any account debtors to make payment of Accounts directly to the Holders; (2) Receive and collect all monies due or to become due to the each Grantor pursuant to the Accounts; (3) Exercise all of the each Grantor’s rights and remedies with respect to the collection of Accounts; (4) Settle, adjust, compromise, extend, renew, discharge or release Accounts in a commercially reasonable manner; (5) Sell or assign Accounts on such reasonable terms, for such reasonable amounts and at such reasonable times as the Holders reasonably deem advisable; (6) Prepare, file and sign the each Grantor’s name or names on any Proof of Claim or similar documents in any proceeding filed under federal or state bankruptcy, insolvency, reorganization or other similar law as to any account debtor; (7) Prepare, file and sign the each Grantor’s name or names on any notice of lien, claim of mechanic’s lien, assignment or satisfaction of lien or mechanic’s lien or similar document in connection with the Collateral; (8) Endorse the name of the each Grantor upon any chattel papers, documents, instruments, invoices, freight bills, bills of lading or similar documents or agreements relating to Accounts or goods pertaining to Accounts or upon any checks or other media of payment or evidence of a security interest that may come into the Holders’ possession; (9) Sign the name or names of the each Grantor to verifications of Accounts and notices of Accounts sent by account debtors to the each Grantor; or (10) Take all other actions that the Holders reasonably deem to be necessary or desirable to protect the each Grantor’s interest in the Accounts. (h) Negotiate and endorse any Document in favor of the Holders or their designees, covering Inventory which constitutes Collateral, and related documents for the purpose of carrying out the provisions of this Agreement and taking any action and executing in the name(s) of Grantor Borrower any instrument which the Holders may reasonably deem necessary or advisable to accomplish the purpose hereof. Without limiting the generality of the foregoing, the Collateral Agent shall have the right and power to receive, endorse and collect checks and other orders for the payment of money made payable to the each Grantor representing any payment or reimbursement made under, pursuant to or with respect to, the Collateral or any part thereof and to give full discharge to the same. The Each Grantor does hereby ratify and approve all acts of said attorney and agrees that said attorney shall not be liable for any acts of commission or omission, nor for any error of judgment or mistake of fact or law, except for said attorney’s own gross negligence or willful misconduct. This power, being coupled with an interest, is irrevocable until the Notes are paid in full (at which time this power shall terminate in full) and the each Grantor shall have performed all of its obligations under this Agreement. The Each Grantor further agrees to use its reasonable efforts to assist the Collateral Agent in the collection and enforcement of the Accounts and will not hinder, delay or impede the Holders in any manner in its collection and enforcement of the Accounts.

Actions with Respect to Accounts. The Each Grantor irrevocably makes, constitutes and appoints the Collateral Agent Holder its true and lawful attorney-in-fact with power to sign its name and to take any of the following actions after the occurrence and prior to the cure of an Event of Default, at any time without notice to either Grantor and at the each Grantor’s reasonable expense, subject to restrictions applicable to the Preferred Stock Units and the Permitted Liens: (a) Verify the validity and amount of, or any other matter relating to, the Collateral by mail, telephone, telegraph or otherwise; (b) Notify all account debtors that the Accounts have been assigned to the Holders Holder and that the Holders have Holder has a security interest in the Accounts; (c) Direct all account debtors to make payment of all Accounts directly to the HoldersHolder; (d) Take control in any reasonable manner of any cash or non-cash items of payment or proceeds of Accounts; (e) Receive, open and respond to all mail addressed to the each Grantor; (f) Take control in any manner of any rejected, returned, stopped in transit or repossessed goods relating to Accounts; (g) Enforce payment of and collect any Accounts, by legal proceedings or otherwise, and for such purpose the Holders Holder may: (1i) Demand payment of any Accounts or direct any account debtors to make payment of Accounts directly to the HoldersHolder; (2ii) Receive and collect all monies due or to become due to the each Grantor pursuant to the Accounts; (3iii) Exercise all of the each Grantor’s rights and remedies with respect to the collection of Accounts; (4iv) Settle, adjust, compromise, extend, renew, discharge or release Accounts in a commercially reasonable manner; (5v) Sell or assign Accounts on such reasonable terms, for such reasonable amounts and at such reasonable times as the Holders Holder reasonably deem deems advisable; (6vi) Prepare, file and sign the each Grantor’s name or names on any Proof of Claim or similar documents in any proceeding filed under federal or state bankruptcy, insolvency, reorganization or other similar law as to any account debtor; (7vii) Prepare, file and sign the each Grantor’s name or names on any notice of lien, claim of mechanic’s lien, assignment or satisfaction of lien or mechanic’s lien or similar document in connection with the Collateral; (8) viii) Endorse the name of the each Grantor upon any chattel papers, documents, instruments, invoices, freight bills, bills of lading or similar documents or agreements relating to Accounts or goods pertaining to Accounts or upon any checks or other media of payment or evidence of a security interest that may come into the Holders’ Holder’s possession; (9ix) Sign the name or names of the each Grantor to verifications of Accounts and notices of Accounts sent by account debtors to the each Grantor; or (10x) Take all other actions that the Holders Holder reasonably deem deems to be necessary or desirable to protect the each Grantor’s interest in the Accounts. (h) Negotiate and endorse any Document in favor of the Holders Holder or their his, her or its designees, covering Inventory which constitutes Collateral, and related documents for the purpose of carrying out the provisions of this Agreement and taking any action and executing in the name(s) of Grantor Borrower any instrument which the Holders Holder may reasonably deem necessary or advisable to accomplish the purpose hereof. Without limiting the generality of the foregoing, the Collateral Agent Holder shall have the right and power to receive, endorse and collect checks and other orders for the payment of money made payable to the each Grantor representing any payment or reimbursement made under, pursuant to or with respect to, the Collateral or any part thereof and to give full discharge to the same. The Each Grantor does hereby ratify and approve all acts of said attorney and agrees that said attorney shall not be liable for any acts of commission or omission, nor for any error of judgment or mistake of fact or law, except for said attorney’s own gross negligence or willful misconduct. This power, being coupled with an interest, is irrevocable until the Notes are New Note is paid in full (at which time this power shall terminate in full) and the each Grantor shall have performed all of its obligations under this Agreement. The Each Grantor further agrees to use its reasonable efforts to assist the Collateral Agent Holder in the collection and enforcement of the Accounts and will not hinder, delay or impede the Holders Holder in any manner in his, her or its collection and enforcement of the Accounts.

Actions with Respect to Accounts. The Grantor Borrower irrevocably makes, constitutes and appoints the Collateral Agent Lender its true and lawful attorney-in-fact with power to sign its name and to take any of the following actions after the occurrence and prior to the cure of an Event of Default, at any time without notice to either Grantor the Borrower and at the Grantor’s reasonable Borrower's expense: (a) Verify the validity and amount of, or any other matter relating to, the Collateral by mail, telephone, telegraph or otherwise; (b) Notify all account debtors that the Accounts have been assigned to the Holders Lender and that the Holders have Lender has a security interest in the Accounts; (c) Direct all account debtors to make payment of all Accounts directly to the HoldersLender; (d) Take control in any reasonable manner of any cash or non-cash items of payment or proceeds of Accounts; (e) Receive, open and respond to dispose of all mail addressed to the GrantorBorrower; (f) Take control in any manner of any rejected, returned, stopped in transit or repossessed goods relating to Accounts; (g) Enforce payment of and collect any Accounts, by legal proceedings or otherwise, and for such purpose the Holders Lender may: (1) Demand payment of any Accounts or direct any account debtors to make payment of Accounts directly to the HoldersLender; (2) Receive and collect all monies due or to become due to the Grantor Borrower pursuant to the Accounts; (3) Exercise all of the Grantor’s Borrower's rights and remedies with respect to the collection of Accounts; (4) Settle, adjust, compromise, extend, renew, discharge or release Accounts in a commercially reasonable manner; (5) Sell or assign Accounts on such reasonable terms, for such reasonable amounts and at such reasonable times as the Holders Lender reasonably deem deems advisable; (6) Prepare, file and sign the Grantor’s Borrower's name or names on any Proof of Claim or similar documents in any proceeding filed under federal or state bankruptcy, insolvency, reorganization or other similar law as to any account debtor; (7) Prepare, file and sign the Grantor’s Borrower's name or names on any notice of lien, claim of mechanic’s 's lien, assignment or satisfaction of lien or mechanic’s 's lien or similar document in connection with the Collateral; (8) Endorse the name of the Grantor Borrower upon any chattel papers, documents, instruments, invoices, freight bills, bills of lading or similar documents or agreements relating to Accounts or goods pertaining to Accounts or upon any checks or other media of payment or evidence of a security interest that may come into the Holders’ Lender, possession; (9) Sign the name or names of the Grantor Borrower to verifications of Accounts and notices of Accounts sent by account debtors to the GrantorBorrower; or (10) Take all other actions that the Holders Lender reasonably deem deems to be necessary or desirable to protect the Grantor’s Borrower's interest in the Accounts. (h) Negotiate and endorse any Document in favor of the Holders Lender or their its designees, covering Inventory which constitutes Collateral, and related documents for the purpose of carrying out the provisions of this Agreement and taking any action and executing in the name(s) name of Grantor Borrower any instrument which the Holders Lender may reasonably deem necessary or advisable to accomplish the purpose hereof. Without limiting the generality of the foregoing, the Collateral Agent Lender shall have the right and power to receive, endorse and collect checks and other orders for the payment of money made payable to the Grantor Borrower representing any payment or reimbursement made under, pursuant to or with respect to, the Collateral or any part thereof and to give full discharge to the same. The Grantor Borrower does hereby ratify and approve all acts of said attorney and agrees that said attorney shall not be liable for any acts of commission or omission, nor for any error of judgment or mistake of fact or law, except for said attorney’s 's own gross negligence or willful misconduct. This power, being coupled with an interest, is irrevocable until the Notes are Debt is paid in full (at which time this power shall terminate in full) and the Grantor Borrower shall have performed all of its their obligations under this Agreement. The Grantor Borrower further agrees to use its reasonable efforts to assist the Collateral Agent Lender in the collection and enforcement of the Accounts and will not hinder, delay or impede the Holders Lender in any manner in its collection and enforcement of the Accounts.

Actions with Respect to Accounts. The Grantor Borrower irrevocably makes, constitutes and appoints the Collateral Agent Lender (and any of the Lender’s designated officers, employees or agents) as its true and lawful attorney-in-fact with power to sign its name and to take any of the following actions after actions, in its name or in the occurrence and prior to name of the cure of an Event of DefaultLender, as the Lender may determine, at any time (except as expressly limited in this Section 5) without notice to either Grantor the Borrower and at the Grantor’s reasonable Borrower's expense: (a) Verify the validity and amount of, or any other matter relating to, the Collateral by mail, telephone, telegraph or otherwise; (b) Notify all account debtors that the Accounts have been assigned to the Holders Lender and that the Holders have Lender has a security interest in the Accounts; (c) Direct all account debtors to make payment of all Accounts directly to the HoldersLender; (d) Take control in any reasonable manner of any cash or non-cash items of payment or proceeds of Accounts; (e) ReceiveIn any case and for any reason, notify the United States Postal Service to change the addresses for delivery of mail addressed to the Borrower to such address as the Lender may designate; (f) In any case and for any reason, receive, open and respond to dispose of all mail addressed to the GrantorBorrower; (fg) Take control in any manner of any rejected, returned, stopped in stopped-in-transit or repossessed goods relating to Accounts; (gh) Enforce Upon the occurrence of an Event of Default, enforce payment of and collect any Accounts, by legal proceedings or otherwise, and for such purpose the Holders Lender may, subject to the rights of any third-parties under any Prior Security Interests: (1i) Demand payment of any Accounts or direct any account debtors to make payment of Accounts directly to the HoldersLender; (2ii) Receive and collect all monies due or to become due to the Grantor pursuant to the AccountsBorrower; (3iii) Exercise all of the Grantor’s Borrower's rights and remedies with respect to the collection of Accounts; (4iv) Settle, adjust, compromise, extend, renew, discharge or release Accounts in a commercially reasonable mannerAccounts; (5v) Sell or assign Accounts on such reasonable terms, for such reasonable amounts and at such reasonable times as the Holders reasonably deem Lender deems advisable; (6vi) Prepare, file and sign the Grantor’s Borrower's name or names on any Proof of Claim or similar documents in any proceeding filed under federal or state bankruptcy, insolvency, reorganization or other similar law Law as to any account debtor; (7vii) Prepare, file and sign the Grantor’s Borrower's name or names on any notice Notice of lienLien, claim Assignment or Satisfaction of mechanic’s lien, assignment or satisfaction of lien or mechanic’s lien Lien or similar document in connection with the Collateral; (8) viii) Endorse the name of the Grantor Borrower upon any chattel papers, documents, instruments, invoices, freight bills, bills of lading lading, or similar documents or agreements relating to Accounts or goods pertaining to Accounts or upon any checks or other media medium of payment or evidence of a security interest that may come into the Holders’ Lender’s possession; (9ix) Sign the name or names of the Grantor Borrower to verifications of Accounts and notices of Accounts sent by account debtors to the GrantorBorrower; or (10x) Take all other actions that the Holders reasonably deem to be necessary or desirable to protect the Grantor’s interest Borrower's interest(s) in the Accounts. (h) Negotiate and endorse any Document in favor of the Holders or their designees, covering Inventory which constitutes Collateral, and related documents for the purpose of carrying out the provisions of this Agreement and taking any action and executing in the name(s) of Grantor any instrument which the Holders may reasonably deem necessary or advisable to accomplish the purpose hereof. Without limiting the generality of the foregoing, the Collateral Agent shall have the right and power to receive, endorse and collect checks and other orders for the payment of money made payable to the Grantor representing any payment or reimbursement made under, pursuant to or with respect to, the Collateral or any part thereof and to give full discharge to the same. The Grantor does hereby ratify Borrower ratifies and approve approves all acts of said attorney attorneys and agrees that said attorney attorneys shall not be liable for any acts of commission or omission, nor for any error of judgment or mistake of fact or law, except for said attorney’s own gross negligence or willful misconduct. This power, being coupled with an interest, is irrevocable until the Notes are paid Note is repaid in full (at which time this power shall terminate in full) and the Grantor Borrower shall have performed all of its obligations under this Security Agreement. The Grantor Borrower further agrees to use its reasonable best efforts to assist the Collateral Agent Lender in the collection and enforcement of the Accounts and will not hinder, delay or impede the Holders Lender in any manner in its collection and enforcement of the Accounts.

Actions with Respect to Accounts. The Grantor Company irrevocably makes, constitutes and appoints the Collateral Agent its true and lawful attorney-in-fact with power to sign its name and to take any of the following actions after the occurrence and prior to the cure of an Event of Default, at any time without notice to either Grantor the Company and at the GrantorCompany’s reasonable expense: (a) Verify the validity and amount of, or any other matter relating to, the Collateral by mail, telephone, telegraph or otherwise; (b) Notify all account debtors that the Accounts have been assigned to the Holders and that the Holders have a security interest in the Accounts; (c) Direct all account debtors to make payment of all Accounts directly to the Holders; (d) Take control in any reasonable manner of any cash or non-cash items of payment or proceeds of Accounts; (e) Receive, open and respond to all mail addressed to the Grantor; (f) Take control in any manner of any rejected, returned, stopped in transit or repossessed goods relating to Accounts; (g) Enforce payment of and collect any Accounts, by legal proceedings or otherwise, and for such purpose the Holders Buyers may: (1) Demand payment of any Accounts or direct any account debtors to make payment of Accounts directly to the HoldersBuyers; (2) Receive and collect all monies due or to become due to the Grantor Borrower pursuant to the Accounts; (3) Exercise all of the GrantorBorrower’s rights and remedies with respect to the collection of Accounts; (4) Settle, adjust, compromise, extend, renew, discharge or release Accounts in a commercially reasonable manner; (5) Sell or assign Accounts on such reasonable terms, for such reasonable amounts and at such reasonable times as the Holders Buyers reasonably deem deems advisable; (6) Prepare, file and sign the GrantorBorrower’s name or names on any Proof of Claim or similar documents in any proceeding filed under federal or state bankruptcy, insolvency, reorganization or other similar law as to any account debtor; (7) Prepare, file and sign the GrantorBorrower’s name or names on any notice of lien, claim of mechanic’s lien, assignment or satisfaction of lien or mechanic’s lien or similar document in connection with the Collateral; (8) Endorse the name of the Grantor Borrower upon any chattel papers, documents, instruments, invoices, freight bills, bills of lading or similar documents or agreements relating to Accounts or goods pertaining to Accounts or upon any checks or other media of payment or evidence of a security interest that may come into the HoldersBuyers’ possession; (9) Sign the name or names of the Grantor Borrower to verifications of Accounts and notices of Accounts sent by account debtors to the GrantorBorrower; or (10) Take all other actions that the Holders Buyers reasonably deem deems to be necessary or desirable to protect the GrantorBorrower’s interest in the Accounts. (hc) Negotiate and endorse any Document in favor of the Holders Buyers or their its designees, covering Inventory which constitutes Collateral, and related documents for the purpose of carrying out the provisions of this Agreement and taking any action and executing in the name(s) name of Grantor Borrower any instrument which the Holders Buyers may reasonably deem necessary or advisable to accomplish the purpose hereof. Without limiting the generality of the foregoing, the Collateral Agent shall have the right and power to receive, endorse and collect checks and other orders for the payment of money made payable to the Grantor Borrower representing any payment or reimbursement made under, pursuant to or with respect to, the Collateral or any part thereof and to give full discharge to the same. The Grantor does hereby ratify and approve all acts of said attorney and agrees that said attorney shall not be liable for any acts of commission or omission, nor for any error of judgment or mistake of fact or law, except for said attorney’s own gross negligence or willful misconduct. This power, being coupled with an interest, is irrevocable until the Notes are paid in full or converted into equity interests in accordance with their terms (at which time this power shall terminate in full) and the Grantor Borrower shall have performed all of its obligations under this Agreement. The Grantor Borrower further agrees to use its reasonable efforts to assist the Collateral Agent in the collection and enforcement of the Accounts and will not hinder, delay or impede the Holders Buyers in any manner in its collection and enforcement of the Accounts.

Actions with Respect to Accounts. The Each Grantor irrevocably makes, constitutes and appoints the Collateral Agent Majority Holders its true and lawful attorney-in-fact with power to sign its name and to take any of the following actions after the occurrence and prior to the cure of an Event of Default, at any time without notice to either Grantor and at the each Grantor’s reasonable expense, subject to the terms of the Permitted Liens: (a) Verify the validity and amount of, or any other matter relating to, the Collateral by mail, telephone, telegraph or otherwise; (b) Notify all account debtors that the Accounts have been assigned to the Holders and that the Holders have a security interest in the Accounts; (c) Direct all account debtors to make payment of all Accounts directly to the Holders; (d) Take control in any reasonable manner of any cash or non-cash items of payment or proceeds of Accounts; (e) Receive, open and respond to all mail addressed to the each Grantor; (f) Take control in any manner of any rejected, returned, stopped in transit or repossessed goods relating to Accounts; (g) Enforce payment of and collect any Accounts, by legal proceedings or otherwise, and for such purpose the Holders may: (1i) Demand payment of any Accounts or direct any account debtors to make payment of Accounts directly to the Holders; (2ii) Receive and collect all monies due or to become due to the each Grantor pursuant to the Accounts; (3iii) Exercise all of the each Grantor’s rights and remedies with respect to the collection of Accounts; (4iv) Settle, adjust, compromise, extend, renew, discharge or release Accounts in a commercially reasonable manner; (5v) Sell or assign Accounts on such reasonable terms, for such reasonable amounts and at such reasonable times as the Holders reasonably deem advisable; (6vi) Prepare, file and sign the each Grantor’s name or names on any Proof of Claim or similar documents in any proceeding filed under federal or state bankruptcy, insolvency, reorganization or other similar law as to any account debtor; (7vii) Prepare, file and sign the each Grantor’s name or names on any notice of lien, claim of mechanic’s lien, assignment or satisfaction of lien or mechanic’s lien or similar document in connection with the Collateral; (8) viii) Endorse the name of the each Grantor upon any chattel papers, documents, instruments, invoices, freight bills, bills of lading or similar documents or agreements relating to Accounts or goods pertaining to Accounts or upon any checks or other media of payment or evidence of a security interest that may come into the Holders’ possession; (9ix) Sign the name or names of the each Grantor to verifications of Accounts and notices of Accounts sent by account debtors to the each Grantor; or (10x) Take all other actions that the Holders reasonably deem to be necessary or desirable to protect the each Grantor’s interest in the Accounts. (h) Negotiate and endorse any Document in favor of the Holders or their designees, covering Inventory which constitutes Collateral, and related documents for the purpose of carrying out the provisions of this Agreement and taking any action and executing in the name(s) of Grantor Borrower any instrument which the Majority Holders may reasonably deem necessary or advisable to accomplish the purpose hereof. Without limiting the generality of the foregoing, the Collateral Agent Majority Holders shall have the right and power to receive, endorse and collect checks and other orders for the payment of money made payable to the each Grantor representing any payment or reimbursement made under, pursuant to or with respect to, the Collateral or any part thereof and to give full discharge to the same. The Each Grantor does hereby ratify and approve all acts of said attorney and agrees that said attorney shall not be liable for any acts of commission or omission, nor for any error of judgment or mistake of fact or law, except for said attorney’s own gross negligence or willful misconduct. This power, being coupled with an interest, is irrevocable until the Notes are paid in full (at which time this power shall terminate in full) and the each Grantor shall have performed all of its obligations under this Agreement. The Each Grantor further agrees to use its reasonable efforts to assist the Collateral Agent in the collection and enforcement of the Accounts and will not hinder, delay or impede the Majority Holders in any manner in its their collection and enforcement of the Accounts.

Actions with Respect to Accounts. The Each Grantor irrevocably makes, constitutes and appoints the Collateral Agent its true and lawful attorney-in-fact with power to sign its name and to take any of the following actions after the occurrence and prior to the cure of an Event of Default, at any time without notice to either Grantor and at the Grantor’s reasonable expense: (a) Verify the validity and amount of, or any other matter relating to, the Collateral by mail, telephone, telegraph or otherwise; (b) Notify all account debtors that the Accounts have been assigned to the Holders and that the Holders have a security interest in the Accounts; (c) Direct all account debtors to make payment of all Accounts directly to the Holders; (d) Take control in any reasonable manner of any cash or non-cash items of payment or proceeds of Accounts; (e) Receive, open and respond to all mail addressed to the Grantor; (f) Take control in any manner of any rejected, returned, stopped in transit or repossessed goods relating to Accounts; (g) Enforce payment of and collect any Accounts, by legal proceedings or otherwise, and for such purpose the Holders may: (1) Demand payment of any Accounts or direct any account debtors to make payment of Accounts directly to the Holders; (2) Receive and collect all monies due or to become due to the Grantor pursuant to the Accounts; (3) Exercise all of the Grantor’s rights and remedies with respect to the collection of Accounts; (4) Settle, adjust, compromise, extend, renew, discharge or release Accounts in a commercially reasonable manner; (5) Sell or assign Accounts on such reasonable terms, for such reasonable amounts and at such reasonable times as the Holders reasonably deem advisable; (6) Prepare, file and sign the Grantor’s name or names on any Proof of Claim or similar documents in any proceeding filed under federal or state bankruptcy, insolvency, reorganization or other similar law as to any account debtor; (7) Prepare, file and sign the Grantor’s name or names on any notice of lien, claim of mechanic’s lien, assignment or satisfaction of lien or mechanic’s lien or similar document in connection with the Collateral; (8) Endorse the name of the Grantor upon any chattel papers, documents, instruments, invoices, freight bills, bills of lading or similar documents or agreements relating to Accounts or goods pertaining to Accounts or upon any checks or other media of payment or evidence of a security interest that may come into the Holders’ possession; (9) Sign the name or names of the Grantor to verifications of Accounts and notices of Accounts sent by account debtors to the Grantor; or (10) Take all other actions that the Holders reasonably deem to be necessary or desirable to protect the Grantor’s interest in the Accounts. (h) Negotiate and endorse any Document in favor of the Holders or their designees, covering Inventory which constitutes Collateral, and related documents for the purpose of carrying out the provisions of this Agreement and taking any action and executing in the name(s) of Grantor any instrument which the Holders may reasonably deem necessary or advisable to accomplish the purpose hereof. Without limiting the generality of the foregoing, the Collateral Agent shall have the right and power to receive, endorse and collect checks and other orders for the payment of money made payable to the Grantor representing any payment or reimbursement made under, pursuant to or with respect to, the Collateral or any part thereof and to give full discharge to the same. The Grantor does hereby ratify and approve all acts of said attorney and agrees that said attorney shall not be liable for any acts of commission or omission, nor for any error of judgment or mistake of fact or law, except for said attorney’s own gross negligence or willful misconduct. This power, being coupled with an interest, is irrevocable until the Notes are paid in full (at which time this power shall terminate in full) and the Grantor shall have performed all of its obligations under this Agreement. The Grantor further agrees to use its reasonable efforts to assist the Collateral Agent in the collection and enforcement of the Accounts and will not hinder, delay or impede the Holders in any manner in its collection and enforcement of the Accounts.

Actions with Respect to Accounts. The Grantor Borrower irrevocably makes, constitutes and appoints the Collateral Agent Lender its true and lawful attorney-in-fact with power to sign its name and to take any of the following actions after the occurrence and prior to the cure of an Event of Default, at any time without notice to either Grantor the Borrower and at the Grantor’s reasonable Borrower's expense: (a) Verify the validity and amount of, or any other matter relating to, the Collateral by mail, telephone, telegraph or otherwise; (b) Notify all account debtors that the Accounts have been assigned to the Holders Lender and that the Holders Lender have a security interest in the Accounts; (c) Direct all account debtors to make payment of all Accounts directly to the HoldersLender; (d) Take control in any reasonable manner of any cash or non-cash items of payment or proceeds of Accounts; (e) Receive, open and respond to dispose of all mail addressed to the GrantorBorrower; (f) Take control in any manner of any rejected, returned, stopped in transit or repossessed goods relating to Accounts; (g) Enforce payment of and collect any Accounts, by legal proceedings or otherwise, and for such purpose the Holders Lender may: (1) Demand payment of any Accounts or direct any account debtors to make payment of Accounts directly to the HoldersLender; (2) Receive and collect all monies due or to become due to the Grantor Borrower pursuant to the Accounts; (3) Exercise all of the Grantor’s Borrower's rights and remedies with respect to the collection of Accounts; (4) Settle, adjust, compromise, extend, renew, discharge or release Accounts in a commercially reasonable manner; (5) Sell or assign Accounts on such reasonable terms, for such reasonable amounts and at such reasonable times as the Holders Lender reasonably deem deems advisable; (6) Prepare, file and sign the Grantor’s Borrower's name or names on any Proof of Claim or similar documents in any proceeding filed under federal or state bankruptcy, insolvency, reorganization or other similar law as to any account debtor; (7) Prepare, file and sign the Grantor’s Borrower's name or names on any notice of lien, claim of mechanic’s 's lien, assignment or satisfaction of lien or mechanic’s 's lien or similar document in connection with the Collateral; (8) Endorse the name of the Grantor Borrower upon any chattel papers, documents, instruments, invoices, freight bills, bills of lading or similar documents or agreements relating to Accounts or goods pertaining to Accounts or upon any checks or other media of payment or evidence of a security interest that may come into the Holders’ Lender, possession; (9) Sign the name or names of the Grantor Borrower to verifications of Accounts and notices of Accounts sent by account debtors to the GrantorBorrower; or (10) Take all other actions that the Holders Lender reasonably deem deems to be necessary or desirable to protect the Grantor’s Borrower's interest in the Accounts. (h) Negotiate and endorse any Document in favor of the Holders Lender or their its designees, covering Inventory which constitutes Collateral, and related documents for the purpose of carrying out the provisions of this Agreement and taking any action and executing in the name(s) name of Grantor Borrower any instrument which the Holders Lender may reasonably deem necessary or advisable to accomplish the purpose hereof. Without limiting the generality of the foregoing, the Collateral Agent Lender shall have the right and power to receive, endorse and collect checks and other orders for the payment of money made payable to the Grantor Borrower representing any payment or reimbursement made under, pursuant to or with respect to, the Collateral or any part thereof and to give full discharge to the same. The Grantor does hereby Borrower ratify and approve all acts of said attorney and agrees agree that said attorney shall not be liable for any acts of commission or omission, nor for any error of judgment or mistake of fact or law, except for said attorney’s 's own gross negligence or willful misconduct. This power, being coupled with an interest, is irrevocable until the Notes are Debt is paid in full (at which time this power shall terminate in full) and the Grantor Borrower shall have performed all of its their obligations under this Agreement. The Grantor Borrower further agrees to use its reasonable efforts to assist the Collateral Agent Lender in the collection and enforcement of the Accounts and will not hinder, delay or impede the Holders Lender in any manner in its collection and enforcement of the Accounts.

Actions with Respect to Accounts. The Grantor Borrower irrevocably makes, constitutes and appoints SPCA, as agent for the Collateral Agent Purchasers, its true and lawful attorney-in-fact with power to sign its name and to take any of the following actions after the occurrence and prior to the cure of an Event of Default, at any time without notice to either Grantor the Borrower and at the Grantor’s reasonable Borrower's expense: (a) Verify the validity and amount of, or any other matter relating to, the Collateral by mail, telephone, telegraph or otherwise; (b) Notify all account debtors that the Accounts have been assigned to the Holders Purchasers and that the Holders have Purchasers has a security interest in the Accounts; (c) Direct all account debtors to make payment of all Accounts directly to the HoldersPurchasers; (d) Take control in any reasonable manner of any cash or non-cash items of payment or proceeds of Accounts; (e) Receive, open and respond to dispose of all mail addressed to the GrantorBorrower; (f) Take control in any manner of any rejected, returned, stopped in transit or repossessed goods relating to Accounts; (g) Enforce payment of and collect any Accounts, by legal proceedings or otherwise, and for such purpose the Holders Purchasers may: (1) Demand payment of any Accounts or direct any account debtors to make payment of Accounts directly to the HoldersPurchasers; (2) Receive and collect all monies due or to become due to the Grantor Borrower pursuant to the Accounts; (3) Exercise all of the Grantor’s Borrower's rights and remedies with respect to the collection of Accounts; (4) Settle, adjust, compromise, extend, renew, discharge or release Accounts in a commercially reasonable manner; (5) Sell or assign Accounts on such reasonable terms, for such reasonable amounts and at such reasonable times as the Holders Purchasers reasonably deem deems advisable; (6) Prepare, file and sign the Grantor’s Borrower's name or names on any Proof of Claim or similar documents in any proceeding filed under federal or state bankruptcy, insolvency, reorganization or other similar law as to any account debtor; (7) Prepare, file and sign the Grantor’s Borrower's name or names on any notice of lien, claim of mechanic’s mechanic 's lien, assignment or satisfaction of lien or mechanic’s mechanic 's lien or similar document in connection with the Collateral; (8) Endorse the name of the Grantor Borrower upon any chattel papers, documents, instruments, invoices, freight bills, bills of lading or similar documents or agreements relating to Accounts or goods pertaining to Accounts or upon any checks or other media of payment or evidence of a security interest that may come into the Holders’ Purchasers, possession; (9) Sign the name or names of the Grantor Borrower to verifications of Accounts and notices of Accounts sent by account debtors to the GrantorBorrower; or (10) Take all other actions that the Holders Purchasers reasonably deem deems to be necessary or desirable to protect the Grantor’s Borrower's interest in the Accounts. (h) Negotiate and endorse any Document in favor of SPCA, as agent for the Holders Purchasers, or their its designees, covering Inventory which constitutes Collateral, and related documents for the purpose of carrying out the provisions of this Agreement and taking any action and executing in the name(s) name of Grantor Borrower any instrument which the Holders Purchasers may reasonably deem necessary or advisable to accomplish the purpose hereof. Without limiting the generality of the foregoing, the Collateral Agent Purchasers shall have the right and power to receive, endorse and collect checks and other orders for the payment of money made payable to the Grantor Borrower representing any payment or reimbursement made under, pursuant to or with respect to, the Collateral or any part thereof and to give full discharge to the same. The Grantor Borrower does hereby ratify and approve all acts of said attorney and agrees that said attorney shall not be liable for any acts of commission or omission, nor for any error of judgment or mistake of fact or law, except for said attorney’s attorney 's own gross negligence or willful misconduct. This power, being coupled with an interest, is irrevocable until the Notes are Debt is paid in full (at which time this power shall terminate in full) and the Grantor Borrower shall have performed all of its obligations under this Agreement. The Grantor Borrower further agrees to use its reasonable efforts to assist the Collateral Agent Purchasers in the collection and enforcement of the Accounts and will not hinder, delay or impede the Holders Purchasers in any manner in its collection and enforcement of the Accounts.

Actions with Respect to Accounts. The Grantor Borrower irrevocably makes, constitutes and appoints the Collateral Agent its true and lawful attorney-in-fact with power to sign its name and to take any of the following actions after the occurrence and prior to the cure of an Event of Default, at any time without notice to either Grantor the Borrower and at the GrantorBorrower’s reasonable expense: (a) Verify the validity and amount of, or any other matter relating to, the Collateral by mail, telephone, telegraph or otherwise; (b) Notify all account debtors that the Accounts have been assigned to the Holders Buyers and that the Holders have Buyers has a security interest in the Accounts; (c) Direct all account debtors to make payment of all Accounts directly to the HoldersBuyers; (d) Take control in any reasonable manner of any cash or non-cash items of payment or proceeds of Accounts; (e) Receive, open and respond to dispose of all mail addressed to the GrantorBorrower; (f) Take control in any manner of any rejected, returned, stopped in transit or repossessed goods relating to Accounts; (g) Enforce payment of and collect any Accounts, by legal proceedings or otherwise, and for such purpose the Holders Buyers may: (1) Demand payment of any Accounts or direct any account debtors to make payment of Accounts directly to the HoldersBuyers; (2) Receive and collect all monies due or to become due to the Grantor Borrower pursuant to the Accounts; (3) Exercise all of the GrantorBorrower’s rights and remedies with respect to the collection of Accounts; (4) Settle, adjust, compromise, extend, renew, discharge or release Accounts in a commercially reasonable manner; (5) Sell or assign Accounts on such reasonable terms, for such reasonable amounts and at such reasonable times as the Holders Buyers reasonably deem deems advisable; (6) Prepare, file and sign the GrantorBorrower’s name or names on any Proof of Claim or similar documents in any proceeding filed under federal or state bankruptcy, insolvency, reorganization or other similar law as to any account debtor; (7) Prepare, file and sign the GrantorBorrower’s name or names on any notice of lien, claim of mechanic’s lien, assignment or satisfaction of lien or mechanic’s lien or similar document in connection with the Collateral; (8) Endorse the name of the Grantor Borrower upon any chattel papers, documents, instruments, invoices, freight bills, bills of lading or similar documents or agreements relating to Accounts or goods pertaining to Accounts or upon any checks or other media of payment or evidence of a security interest that may come into the HoldersBuyers’ possession; (9) Sign the name or names of the Grantor Borrower to verifications of Accounts and notices of Accounts sent by account debtors to the GrantorBorrower; or (10) Take all other actions that the Holders Buyers reasonably deem deems to be necessary or desirable to protect the GrantorBorrower’s interest in the Accounts. (h) Negotiate and endorse any Document in favor of the Holders Buyers or their its designees, covering Inventory which constitutes Collateral, and related documents for the purpose of carrying out the provisions of this Agreement and taking any action and executing in the name(s) of Grantor Borrower any instrument which the Holders Buyers may reasonably deem necessary or advisable to accomplish the purpose hereof. Without limiting the generality of the foregoing, the Collateral Agent shall have the right and power to receive, endorse and collect checks and other orders for the payment of money made payable to the Grantor Borrower representing any payment or reimbursement made under, pursuant to or with respect to, the Collateral or any part thereof and to give full discharge to the same. The Grantor Borrower does hereby ratify and approve all acts of said attorney and agrees that said attorney shall not be liable for any acts of commission or omission, nor for any error of judgment or mistake of fact or law, except for said attorney’s own gross negligence or willful misconduct. This power, being coupled with an interest, is irrevocable until the Notes are paid in full (at which time this power shall terminate in full) and the Grantor Borrower shall have performed all of its their obligations under this Agreement. The Grantor Borrower further agrees to use its reasonable efforts to assist the Collateral Agent in the collection and enforcement of the Accounts and will not hinder, delay or impede the Holders Buyers in any manner in its collection and enforcement of the Accounts.

Actions with Respect to Accounts. The Grantor Borrower irrevocably makes, constitutes and appoints the Collateral Agent its true and lawful attorney-in-fact with power to sign its name and to take any of the following actions after the occurrence and prior to the cure of an Event of Default, at any time without notice to either Grantor the Borrower and at the GrantorBorrower’s reasonable expense: (a) Verify the validity and amount of, or any other matter relating to, the Collateral by mail, telephone, telegraph or otherwise; (b) Notify all account debtors that the Accounts have been assigned to the Holders Buyers and that the Holders Buyers have a security interest in the Accounts; (c) Direct all account debtors to make payment of all Accounts directly to the HoldersBuyers; (d) Take control in any reasonable manner of any cash or non-cash items of payment or proceeds of Accounts; (e) Receive, open and respond to all mail addressed to the Grantor; (f) Take control in any manner of any rejected, returned, stopped in transit or repossessed goods relating to Accounts; (gf) Enforce payment of and collect any Accounts, by legal proceedings or otherwise, and for such purpose the Holders Buyers may: (1) Demand payment of any Accounts or direct any account debtors to make payment of Accounts directly to the HoldersBuyers; (2) Receive and collect all monies due or to become due to the Grantor Borrower pursuant to the Accounts; (3) Exercise all of the GrantorBorrower’s rights and remedies with respect to the collection of Accounts; (4) Settle, adjust, compromise, extend, renew, discharge or release Accounts in a commercially reasonable manner; (5) Sell or assign Accounts on such reasonable terms, for such reasonable amounts and at such reasonable times as the Holders Buyers reasonably deem advisable; (6) Prepare, file and sign the GrantorBorrower’s name or names on any Proof of Claim or similar documents in any proceeding filed under federal or state bankruptcy, insolvency, reorganization or other similar law as to any account debtor; (7) Prepare, file and sign the GrantorBorrower’s name or names on any notice of lien, claim of mechanic’s lien, assignment or satisfaction of lien or mechanic’s lien or similar document in connection with the Collateral; (8) Endorse the name of the Grantor Borrower upon any chattel papers, documents, instruments, invoices, freight bills, bills of lading or similar documents or agreements relating to Accounts or goods pertaining to Accounts or upon any checks or other media of payment or evidence of a security interest that may come into the HoldersBuyers’ possession; (9) Sign the name or names of the Grantor Borrower to verifications of Accounts and notices of Accounts sent by account debtors to the GrantorBorrower; or (10) Take all other actions that the Holders Buyers reasonably deem to be necessary or desirable to protect the GrantorBorrower’s interest in the Accounts. (hg) Negotiate and endorse any Document in favor of the Holders Buyers or their designees, covering Inventory which constitutes Collateral, and related documents for the purpose of carrying out the provisions of this Agreement and taking any action and executing in the name(s) of Grantor Borrower any instrument which the Holders Buyers may reasonably deem necessary or advisable to accomplish the purpose hereof. Without limiting the generality of the foregoing, the Collateral Agent shall have the right and power to receive, endorse and collect checks and other orders for the payment of money made payable to the Grantor Borrower representing any payment or reimbursement made under, pursuant to or with respect to, the Collateral or any part thereof and to give full discharge to the same. The Grantor does hereby ratify and approve all acts of said attorney and agrees that said attorney shall not be liable for any acts of commission or omission, nor for any error of judgment or mistake of fact or law, except for said attorney’s own gross negligence or willful misconduct. This power, being coupled with an interest, is irrevocable until the Notes are paid in full or converted into equity interests in accordance with their terms (at which time this power shall terminate in full) and the Grantor Borrower shall have performed all of its obligations under this Agreement. The Grantor Borrower further agrees to use its reasonable efforts to assist the Collateral Agent in the collection and enforcement of the Accounts and will not hinder, delay or impede the Holders Buyers in any manner in its collection and enforcement of the Accounts.

Actions with Respect to Accounts. The Grantor Borrower irrevocably makes, constitutes and appoints the Collateral Agent Lender (and any of Lender's designated officers, employees or agents) as its true and lawful attorney-in-fact with power to sign its name and to take any of the following actions actions, in its name or in the name of Lender, as Lender may determine, at any time after the occurrence and prior to the cure of an Event of Default, at any time Default and for so long as such Event of Default continues (except as expressly limited in this Article 5) without notice to either Grantor Borrower and at the Grantor’s reasonable Borrower's expense: (a) Verify the validity and amount of, or any other matter relating to, the Collateral by mail, telephone, telegraph or otherwise; (b) Notify all account debtors that the Accounts have been assigned to the Holders Lender and that the Holders have Lender has a security interest in the Accounts; (c) Direct all account debtors to make payment of all Accounts directly to the HoldersAccounts; (d) Take control in any reasonable manner of any cash or non-cash items of payment or proceeds of Accounts; (e) ReceiveIn any case and for any reason, notify the United States Postal Service to change the address for delivery of mail addressed to Borrower to such address as Lender may designate; (f) In any case and for any reason, receive, open and respond to dispose of all mail addressed to the GrantorBorrower; (fg) Take control in any manner of any rejected, returned, stopped in stopped-in-transit or repossessed goods relating to Accounts; (gh) Enforce payment of and collect any Accounts, Accounts by legal proceedings or otherwise, and for such purpose the Holders Lender may: (1i) Demand payment of any Accounts or direct any account debtors to make payment of Accounts directly to the HoldersLender; (2ii) Receive and collect all monies due or to become due to the Grantor pursuant to the AccountsBorrower; (3iii) Exercise all of the Grantor’s Borrower's rights and remedies with respect to the collection of Accounts; (4iv) Settle, adjust, compromise, extend, renew, discharge or release Accounts in a commercially reasonable mannerAccounts; (5v) Sell or assign Accounts on such reasonable terms, for such reasonable amounts and at such reasonable times as the Holders reasonably deem Lender deems advisable; (6vi) Prepare, file and sign the Grantor’s Borrower's name or names on any Proof proof of Claim claim or similar documents in any proceeding filed under federal or state bankruptcy, insolvency, reorganization or other similar law as to any account debtor; (7vii) Prepare, file and sign the Grantor’s Borrower's name or names on any notice of lien, claim of mechanic’s 's lien, assignment or satisfaction of lien or mechanic’s lien 's lien, or similar document in connection with the Collateral; (8) viii) Endorse the name of the Grantor Borrower upon any chattel papers, documents, instruments, invoices, freight bills, bills of lading lading, or similar documents or agreements relating to Accounts or goods pertaining to Accounts or upon any checks or other media medium of payment or evidence of a security interest that may come into the Holders’ Lender's possession; (9ix) Sign the name or names of the Grantor Borrower to verifications of Accounts and notices of Accounts sent by account debtors to the GrantorBorrower; or (10x) Take all other actions that the Holders reasonably deem to be necessary or desirable to protect the GrantorBorrower's and Lender’s interest interest(s) in the Accounts. (h) Negotiate . Borrower ratifies and endorse any Document in favor of the Holders or their designees, covering Inventory which constitutes Collateral, and related documents for the purpose of carrying out the provisions of this Agreement and taking any action and executing in the name(s) of Grantor any instrument which the Holders may reasonably deem necessary or advisable to accomplish the purpose hereof. Without limiting the generality of the foregoing, the Collateral Agent shall have the right and power to receive, endorse and collect checks and other orders for the payment of money made payable to the Grantor representing any payment or reimbursement made under, pursuant to or with respect to, the Collateral or any part thereof and to give full discharge to the same. The Grantor does hereby ratify and approve approves all acts of said attorney attorneys and agrees that said attorney attorneys shall not be liable for any acts of commission or omission, nor for any error of judgment or mistake of fact or law, except for said attorney’s own gross negligence or willful misconduct. This power, being coupled with an interest, is irrevocable until the Notes are Indebtedness is paid in full (at which time this power shall terminate in full) and the Grantor Borrower shall have performed all of its obligations under this Agreement. The Grantor Borrower further agrees to use its reasonable best efforts to assist the Collateral Agent Lender in the collection and enforcement of the Accounts and will not hinder, delay or impede the Holders Lender in any manner in its collection and enforcement of the Accounts. NEITHER LENDER, NOR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL BE RESPONSIBLE TO BORROWER 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.

Actions with Respect to Accounts. The Grantor Borrower hereby irrevocably makes, constitutes and appoints the Collateral Agent Bank (and any of Bank's designated officers, employees or agents) as its true and lawful attorney-in-fact fact, with full power of substitution, with power to sign its name and to take any of the following actions after actions, in its name or the occurrence and prior to the cure name of an Event of DefaultBank, at any time as Bank may determine, without notice to either Grantor Borrower and at the Grantor’s reasonable Borrower's expense: (a) Verify the validity and amount of, of or any other matter relating to, to the Collateral by mail, telephone, telegraph telecopy or otherwise; (b) Notify all account debtors that the Accounts Borrower's accounts have been assigned to the Holders Bank and that the Holders have Bank has a security interest in the Accountstherein; (c) Direct all account debtors to make payment of all Accounts Borrower's accounts directly to the HoldersBank and forward invoices directly to such account debtors; (d) Take control in any reasonable manner of any cash or non-cash items of payment or proceeds of Accountssuch accounts; (e) ReceiveNotify the United States Postal Service to change the address for delivery of mail addressed to Borrower to such address as Bank may designate; provided that Bank agrees to promptly deliver to Borrower all mail other than proceeds of collateral received by Bank as a result of any such change of Borrower's address; (f) Have access to any lockbox or postal boxes into which Borrower's mail is deposited and receive, open and respond to dispose of all mail addressed to Borrower relating to the GrantorCollateral (any sums received pursuant to the exercise of the rights provided in Sections 13.4 (a) through (f) above may, at Bank's option, be deposited in the cash collateral account provided for herein); (fg) Take control in any manner of any rejected, returned, stopped in transit or repossessed goods relating to Accountsany accounts; (gh) Enforce payment of and collect any Accountsaccounts, by legal proceedings or otherwise, and for such purpose the Holders Bank may: (1i) Demand payment of any Accounts accounts or direct any account debtors to make payment of Accounts accounts directly to the HoldersBank; (2ii) Receive and collect all monies due or to become due to the Grantor pursuant to the AccountsBorrower; (3iii) Exercise all of the Grantor’s Borrower's rights and remedies with respect to the collection of Accountsaccounts; (4iv) Settle, adjust, compromise, extend, renew, discharge or release Accounts in a commercially reasonable mannerthe accounts; (5v) Sell or assign Accounts the accounts on such reasonable terms, for such reasonable amounts amount and at such reasonable times as the Holders reasonably deem Bank deems advisable; (6vi) Prepare, file and sign the Grantor’s Borrower's name or names on any Proof of Claim or similar documents document in any proceeding filed under federal or state bankruptcy, insolvency, reorganization or other similar law as to any account debtor; (7vii) Prepare, file and sign the Grantor’s Borrower's name or names on any notice Notice of lienLien, claim Claim of mechanic’s lienMechanic's Lien, assignment Assignment or satisfaction Satisfaction of lien Lien or mechanic’s lien Mechanic's Lien or similar document in connection with the Collateral; (8) viii) Endorse the name of the Grantor Borrower upon any chattel papers, documents, instruments, invoices, freight bills, bills of lading or similar documents or agreements relating to Accounts the accounts or goods pertaining to Accounts thereto or upon any checks or other media of payment or evidence evidences of a security interest relating to the Collateral that may come into the Holders’ Bank's possession; (9ix) Sign the name or names of the Grantor Borrower to verifications of Accounts accounts and notices of Accounts thereof sent by account debtors to the GrantorBorrower; or (10x) Take all other actions that the Holders reasonably deem to be necessary or desirable to protect the Grantor’s Borrower's or Bank's interest in the Accounts. (h) Negotiate accounts. Borrower ratifies and endorse any Document in favor of the Holders or their designees, covering Inventory which constitutes Collateral, and related documents for the purpose of carrying out the provisions of this Agreement and taking any action and executing in the name(s) of Grantor any instrument which the Holders may reasonably deem necessary or advisable to accomplish the purpose hereof. Without limiting the generality of the foregoing, the Collateral Agent shall have the right and power to receive, endorse and collect checks and other orders for the payment of money made payable to the Grantor representing any payment or reimbursement made under, pursuant to or with respect to, the Collateral or any part thereof and to give full discharge to the same. The Grantor does hereby ratify and approve approves all acts of said attorney attorneys and agrees agree that said attorney attorneys shall not be liable for any acts of commission or omission, nor for any error of judgment or mistake of fact or law, except for said attorney’s own gross negligence or willful misconduct. This power, being coupled with an interest, is irrevocable until the Notes are paid in full (at which time this power shall terminate in full) and the Grantor shall have performed all of its obligations under this Agreementirrevocable. The Grantor further Borrower agrees to use its reasonable efforts to assist the Collateral Agent Bank in the collection and enforcement of the Accounts its accounts and will not to hinder, delay or impede the Holders in any manner Bank in its collection and or enforcement of said accounts until the AccountsBank Indebtedness is paid in full and Bank has no further funding commitment under or in respect of the Line.

Actions with Respect to Accounts. The Each Grantor irrevocably makes, constitutes and appoints the Collateral Agent Majority Holders its true and lawful attorney-in-fact with power to sign its name and to take any of the following actions after the occurrence occurrence, and prior to the cure cure, of an Event of Default, at any time without notice to either Grantor and at the each Grantor’s reasonable expense, subject to the terms of the Permitted Liens and provided that each Grantor is given notice of any such action: (a) Verify the validity and amount of, or any other matter relating to, the Collateral by mail, telephone, telegraph or otherwise; (b) Notify all account debtors that the Accounts have been assigned to the Holders and that the Holders have a security interest in the Accounts; (c) Direct all account debtors to make payment of all Accounts directly to the Holders; (d) Take control in any reasonable manner of any cash or non-cash items of payment or proceeds of Accounts; (e) Receive, open and respond to all mail addressed to the Grantor; (f) Take control in any manner of any rejected, returned, stopped in transit or repossessed goods relating to Accounts; (gf) Enforce payment of and collect any Accounts, by legal proceedings or otherwise, and for such purpose the Holders may: (1i) Demand payment of any Accounts or direct any account debtors to make payment of Accounts directly to the Holders; (2ii) Receive and collect all monies due or to become due to the each Grantor pursuant to the Accounts; (3iii) Exercise all of the each Grantor’s rights and remedies with respect to the collection of Accounts; (4iv) Settle, adjust, compromise, extend, renew, discharge or release Accounts in a commercially reasonable manner; (5v) Sell or assign Accounts on such reasonable terms, for such reasonable amounts and at such reasonable times as the Holders reasonably deem advisable; (6vi) Prepare, file and sign the each Grantor’s name or names on any Proof of Claim or similar documents in any proceeding filed under federal or state bankruptcy, insolvency, reorganization or other similar law as to any account debtor; (7vii) Prepare, file and sign the each Grantor’s name or names on any notice of lien, claim of mechanic’s lien, assignment or satisfaction of lien or mechanic’s lien or similar document in connection with the Collateral; (8) viii) Endorse the name of the each Grantor upon any chattel papers, documents, instruments, invoices, freight bills, bills of lading or similar documents or agreements relating to Accounts or goods pertaining to Accounts or upon any checks or other media of payment or evidence of a security interest that may come into the Holders’ possession; (9ix) Sign the name or names of the each Grantor to verifications of Accounts and notices of Accounts sent by account debtors to the each Grantor; or (10x) Take all other actions that the Holders reasonably deem to be necessary or desirable to protect the each Grantor’s interest in the Accounts. (hg) Negotiate and endorse any Document in favor of the Holders or their designees, covering Inventory which constitutes Collateral, and related documents for the purpose of carrying out the provisions of this Agreement and taking any action and executing in the name(s) of Grantor Borrower any instrument which the Majority Holders may reasonably deem necessary or advisable to accomplish the purpose hereof. Without limiting the generality of the foregoing, the Collateral Agent Majority Holders shall have the right and power to receive, endorse and collect checks and other orders for the payment of money made payable to the each Grantor representing any payment or reimbursement made under, pursuant to or with respect to, the Collateral or any part thereof and to give full discharge to the same. The Each Grantor does hereby ratify and approve all acts of said attorney and agrees that said attorney shall not be liable for any acts of commission or omission, nor for any error of judgment or mistake of fact or law, except for said attorney’s own gross negligence or willful misconduct. This power, being coupled with an interest, is irrevocable until the Notes are paid in full (at which time this power shall terminate in full) and the each Grantor shall have performed all of its obligations under this Agreement. The Each Grantor further agrees to use its reasonable efforts to assist the Collateral Agent in the collection and enforcement of the Accounts and will not hinder, delay or impede the Majority Holders in any manner in its their collection and enforcement of the Accounts.

Actions with Respect to Accounts. The Grantor Borrower irrevocably makes, constitutes and appoints the Collateral Agent its true and lawful attorney-in-fact with power to sign its name and to take any of the following actions after the occurrence and prior to the cure of an Event of Default, at any time without notice to either Grantor the Borrower and at the GrantorBorrower’s reasonable expense: (a) Verify the validity and amount of, or any other matter relating to, the Collateral by mail, telephone, telegraph or otherwise; (b) Notify all account debtors that the Accounts have been assigned to the Holders Buyers and that the Holders Buyers have a security interest in the Accounts; (c) Direct all account debtors to make payment of all Accounts directly to the HoldersBuyers; (d) Take control in any reasonable manner of any cash or non-cash items of payment or proceeds of Accounts; (e) Receive, open and respond to all mail addressed to the GrantorBorrower; (f) Take control in any manner of any rejected, returned, stopped in transit or repossessed goods relating to Accounts; (g) Enforce payment of and collect any Accounts, by legal proceedings or otherwise, and for such purpose the Holders Buyers may: (1) Demand payment of any Accounts or direct any account debtors to make payment of Accounts directly to the HoldersBuyers; (2) Receive and collect all monies due or to become due to the Grantor Borrower pursuant to the Accounts; (3) Exercise all of the GrantorBorrower’s rights and remedies with respect to the collection of Accounts; (4) Settle, adjust, compromise, extend, renew, discharge or release Accounts in a commercially reasonable manner; (5) Sell or assign Accounts on such reasonable terms, for such reasonable amounts and at such reasonable times as the Holders Buyers reasonably deem advisable; (6) Prepare, file and sign the GrantorBorrower’s name or names on any Proof of Claim or similar documents in any proceeding filed under federal or state bankruptcy, insolvency, reorganization or other similar law as to any account debtor; (7) Prepare, file and sign the GrantorBorrower’s name or names on any notice of lien, claim of mechanic’s lien, assignment or satisfaction of lien or mechanic’s lien or similar document in connection with the Collateral; (8) Endorse the name of the Grantor Borrower upon any chattel papers, documents, instruments, invoices, freight bills, bills of lading or similar documents or agreements relating to Accounts or goods pertaining to Accounts or upon any checks or other media of payment or evidence of a security interest that may come into the HoldersBuyers’ possession; (9) Sign the name or names of the Grantor Borrower to verifications of Accounts and notices of Accounts sent by account debtors to the GrantorBorrower; or (10) Take all other actions that the Holders Buyers reasonably deem to be necessary or desirable to protect the GrantorBorrower’s interest in the Accounts. (h) Negotiate and endorse any Document in favor of the Holders Buyers or their designees, covering Inventory which constitutes Collateral, and related documents for the purpose of carrying out the provisions of this Agreement and taking any action and executing in the name(s) of Grantor Borrower any instrument which the Holders Buyers may reasonably deem necessary or advisable to accomplish the purpose hereof. Without limiting the generality of the foregoing, the Collateral Agent shall have the right and power to receive, endorse and collect checks and other orders for the payment of money made payable to the Grantor Borrower representing any payment or reimbursement made under, pursuant to or with respect to, the Collateral or any part thereof and to give full discharge to the same. The Grantor Borrower does hereby ratify and approve all acts of said attorney and agrees that said attorney shall not be liable for any acts of commission or omission, nor for any error of judgment or mistake of fact or law, except for said attorney’s own gross negligence or willful misconduct. This power, being coupled with an interest, is irrevocable until the Notes are paid in full (at which time this power shall terminate in full) and the Grantor Borrower shall have performed all of its obligations under this Agreement. The Grantor Borrower further agrees to use its reasonable efforts to assist the Collateral Agent in the collection and enforcement of the Accounts and will not hinder, delay or impede the Holders Buyers in any manner in its collection and enforcement of the Accounts.

Actions with Respect to Accounts. The Grantor Borrower irrevocably makes, constitutes and appoints the Collateral Agent Lender its true and lawful attorney-in-fact with power to sign its name and to take any of the following actions after the occurrence and prior to the cure of an Event of Default, at any time without notice to either Grantor the Borrower and at the GrantorBorrower’s reasonable expense: (a) Verify the validity and amount of, or any other matter relating to, the Collateral by mail, telephone, telegraph or otherwise; (b) Notify all account debtors that the Accounts have been assigned to the Holders Lender and that the Holders have Lender has a security interest in the Accounts; (c) Direct all account debtors to make payment of all Accounts directly to the HoldersLender; (d) Take control in any reasonable manner of any cash or non-cash items of payment or proceeds of Accounts; (e) Receive, open and respond to dispose of all mail addressed to the GrantorBorrower; (f) Take control in any manner of any rejected, returned, stopped in transit or repossessed goods relating to Accounts; (g) Enforce payment of and collect any Accounts, by legal proceedings or otherwise, and for such purpose the Holders Lender may: (1) Demand payment of any Accounts or direct any account debtors to make payment of Accounts directly to the HoldersLender; (2) Receive and collect all monies due or to become due to the Grantor Borrower pursuant to the Accounts; (3) Exercise all of the GrantorBorrower’s rights and remedies with respect to the collection of Accounts; (4) Settle, adjust, compromise, extend, renew, discharge or release Accounts in a commercially reasonable manner; (5) Sell or assign Accounts on such reasonable terms, for such reasonable amounts and at such reasonable times as the Holders Lender reasonably deem deems advisable; (6) Prepare, file and sign the GrantorBorrower’s name or names on any Proof of Claim or similar documents in any proceeding filed under federal or state bankruptcy, insolvency, reorganization or other similar law as to any account debtor; (7) Prepare, file and sign the GrantorBorrower’s name or names on any notice of lien, claim of mechanic’s lien, assignment or satisfaction of lien or mechanic’s lien or similar document in connection with the Collateral; (8) Endorse the name of the Grantor Borrower upon any chattel papers, documents, instruments, invoices, freight bills, bills of lading or similar documents or agreements relating to Accounts or goods pertaining to Accounts or upon any checks or other media of payment or evidence of a security interest that may come into the Holders’ Lender, possession; (9) Sign the name or names of the Grantor Borrower to verifications of Accounts and notices of Accounts sent by account debtors to the GrantorBorrower; or (10) Take all other actions that the Holders Lender reasonably deem deems to be necessary or desirable to protect the GrantorBorrower’s interest in the Accounts. (h) Negotiate and endorse any Document in favor of the Holders Lender or their its designees, covering Inventory which constitutes Collateral, and related documents for the purpose of carrying out the provisions of this Agreement and taking any action and executing in the name(s) name of Grantor Borrower any instrument which the Holders Lender may reasonably deem necessary or advisable to accomplish the purpose hereof. Without limiting the generality of the foregoing, the Collateral Agent Lender shall have the right and power to receive, endorse and collect checks and other orders for the payment of money made payable to the Grantor Borrower representing any payment or reimbursement made under, pursuant to or with respect to, the Collateral or any part thereof and to give full discharge to the same. The Grantor Borrower does hereby ratify and approve all acts of said attorney and agrees that said attorney shall not be liable for any acts of commission or omission, nor for any error of judgment or mistake of fact or law, except for said attorney’s own gross negligence or willful misconduct. This power, being coupled with an interest, is irrevocable until the Notes are Debt is paid in full (at which time this power shall terminate in full) and the Grantor Borrower shall have performed all of its their obligations under this Agreement. The Grantor Borrower further agrees to use its reasonable efforts to assist the Collateral Agent Lender in the collection and enforcement of the Accounts and will not hinder, delay or impede the Holders Lender in any manner in its collection and enforcement of the Accounts.

Actions with Respect to Accounts. The Each Grantor irrevocably makes, constitutes and appoints the Collateral Agent Majority Holders its true and lawful attorney-in-fact with power to sign its name and to take any of the following actions after the occurrence and prior to the cure of an Event of Default, at any time without notice to either Grantor and at the each Grantor’s reasonable expense, subject to the terms of the New Note and the Permitted Liens: (a) Verify the validity and amount of, or any other matter relating to, the Collateral by mail, telephone, telegraph or otherwise; (b) Notify all account debtors that the Accounts have been assigned to the Holders and that the Holders have a security interest in the Accounts; (c) Direct all account debtors to make payment of all Accounts directly to the Holders; (d) Take control in any reasonable manner of any cash or non-cash items of payment or proceeds of Accounts; (e) Receive, open and respond to all mail addressed to the each Grantor; (f) Take control in any manner of any rejected, returned, stopped in transit or repossessed goods relating to Accounts; (g) Enforce payment of and collect any Accounts, by legal proceedings or otherwise, and for such purpose the Holders may: (1i) Demand payment of any Accounts or direct any account debtors to make payment of Accounts directly to the Holders; (2ii) Receive and collect all monies due or to become due to the each Grantor pursuant to the Accounts; (3iii) Exercise all of the each Grantor’s rights and remedies with respect to the collection of Accounts; (4iv) Settle, adjust, compromise, extend, renew, discharge or release Accounts in a commercially reasonable manner; (5v) Sell or assign Accounts on such reasonable terms, for such reasonable amounts and at such reasonable times as the Holders reasonably deem advisable; (6vi) Prepare, file and sign the each Grantor’s name or names on any Proof of Claim or similar documents in any proceeding filed under federal or state bankruptcy, insolvency, reorganization or other similar law as to any account debtor; (7vii) Prepare, file and sign the each Grantor’s name or names on any notice of lien, claim of mechanic’s lien, assignment or satisfaction of lien or mechanic’s lien or similar document in connection with the Collateral; (8) viii) Endorse the name of the each Grantor upon any chattel papers, documents, instruments, invoices, freight bills, bills of lading or similar documents or agreements relating to Accounts or goods pertaining to Accounts or upon any checks or other media of payment or evidence of a security interest that may come into the Holders’ possession; (9ix) Sign the name or names of the each Grantor to verifications of Accounts and notices of Accounts sent by account debtors to the each Grantor; or (10x) Take all other actions that the Holders reasonably deem to be necessary or desirable to protect the each Grantor’s interest in the Accounts. (h) Negotiate and endorse any Document in favor of the Holders or their designees, covering Inventory which constitutes Collateral, and related documents for the purpose of carrying out the provisions of this Agreement and taking any action and executing in the name(s) of Grantor Company any instrument which the Majority Holders may reasonably deem necessary or advisable to accomplish the purpose hereof. Without limiting the generality of the foregoing, the Collateral Agent Majority Holders shall have the right and power to receive, endorse and collect checks and other orders for the payment of money made payable to the each Grantor representing any payment or reimbursement made under, pursuant to or with respect to, the Collateral or any part thereof and to give full discharge to the same. The Each Grantor does hereby ratify and approve all acts of said attorney and agrees that said attorney shall not be liable for any acts of commission or omission, nor for any error of judgment or mistake of fact or law, except for said attorney’s own gross negligence or willful misconduct. This power, being coupled with an interest, is irrevocable until the Notes are paid in full (at which time this power shall terminate in full) and the Grantor Company shall have performed all of its obligations the Obligation under this Agreement. The Each Grantor further agrees to use its reasonable efforts to assist the Collateral Agent Majority Holders in the collection and enforcement of the Accounts and will not hinder, delay or impede the Majority Holders in any manner in its their collection and enforcement of the Accounts.

Actions with Respect to Accounts. The Grantor Borrower irrevocably makes, constitutes and appoints the Collateral Agent its true and lawful attorney-in-fact with power to sign its name and to take any of the following actions after the occurrence and prior to the cure of an Event of Default, at any time without notice to either Grantor the Borrower and at the GrantorBorrower’s reasonable expense: (a) Verify the validity and amount of, or any other matter relating to, the Collateral by mail, telephone, telegraph or otherwise; (b) Notify all account debtors that the Accounts have been assigned to the Holders Lender and that the Holders have Lender has a security interest in the Accounts; (c) Direct all account debtors to make payment of all Accounts directly to the HoldersLender; (d) Take control in any reasonable manner of any cash or non-cash items of payment or proceeds of Accounts; (e) Receive, open and respond to all mail addressed to the GrantorBorrower; (f) Take control in any manner of any rejected, returned, stopped in transit or repossessed goods relating to Accounts; (g) Enforce payment of and collect any Accounts, by legal proceedings or otherwise, and for such purpose the Holders Lender may: (1) Demand payment of any Accounts or direct any account debtors to make payment of Accounts directly to the HoldersLender; (2) Receive and collect all monies due or to become due to the Grantor Borrower pursuant to the Accounts; (3) Exercise all of the GrantorBorrower’s rights and remedies with respect to the collection of Accounts; (4) Settle, adjust, compromise, extend, renew, discharge or release Accounts in a commercially reasonable manner; (5) Sell or assign Accounts on such reasonable terms, for such reasonable amounts and at such reasonable times as the Holders Lender reasonably deem advisable; (6) Prepare, file and sign the GrantorBorrower’s name or names on any Proof of Claim or similar documents in any proceeding filed under federal or state bankruptcy, insolvency, reorganization or other similar law as to any account debtor; (7) Prepare, file and sign the GrantorBorrower’s name or names on any notice of lien, claim of mechanic’s lien, assignment or satisfaction of lien or mechanic’s lien or similar document in connection with the Collateral; (8) Endorse the name of the Grantor Borrower upon any chattel papers, documents, instruments, invoices, freight bills, bills of lading or similar documents or agreements relating to Accounts or goods pertaining to Accounts or upon any checks or other media of payment or evidence of a security interest that may come into the Holders’ Lender’s possession; (9) Sign the name or names of the Grantor Borrower to verifications of Accounts and notices of Accounts sent by account debtors to the GrantorBorrower; or (10) Take all other actions that the Holders Lender reasonably deem deems to be necessary or desirable to protect the GrantorBorrower’s interest in the Accounts. (h) Negotiate and endorse any Document in favor of the Holders Lender or their its designees, covering Inventory which constitutes Collateral, and related documents for the purpose of carrying out the provisions of this Agreement and taking any action and executing in the name(s) of Grantor Borrower any instrument which the Holders Lender may reasonably deem necessary or advisable to accomplish the purpose hereof. Without limiting the generality of the foregoing, the Collateral Agent shall have the right and power to receive, endorse and collect checks and other orders for the payment of money made payable to the Grantor Borrower representing any payment or reimbursement made under, pursuant to or with respect to, the Collateral or any part thereof and to give full discharge to the same. The Grantor Borrower does hereby ratify and approve all acts of said attorney and agrees that said attorney shall not be liable for any acts of commission or omission, nor for any error of judgment or mistake of fact or law, except for said attorney’s own gross negligence or willful misconduct. This power, being coupled with an interest, is irrevocable until the Notes are Note is paid in full (at which time this power shall terminate in full) and the Grantor Borrower shall have performed all of its obligations under this Agreement. The Grantor Borrower further agrees to use its reasonable efforts to assist the Collateral Agent in the collection and enforcement of the Accounts and will not hinder, delay or impede the Holders Lender in any manner in its collection and enforcement of the Accounts.

Actions with Respect to Accounts. The Grantor Company irrevocably makes, constitutes and appoints the Collateral Agent its true and lawful attorney-in-fact with power to sign its name and to take any of the following actions after the occurrence and prior to the cure of an Event of Default, at any time without notice to either Grantor the Company and at the GrantorCompany’s reasonable expense: (a) Verify the validity and amount of, or any other matter relating to, the Collateral by mail, telephone, telegraph or otherwise; (b) Notify all account debtors that the Accounts have been assigned to the Holders and that the Holders have a security interest in the Accounts; (c) Direct all account debtors to make payment of all Accounts directly to the Holders; (d) Take control in any reasonable manner of any cash or non-cash items of payment or proceeds of Accounts; (e) Receive, open and respond to all mail addressed to the Grantor; (f) Take control in any manner of any rejected, returned, stopped in transit or repossessed goods relating to Accounts; (g) Enforce payment of and collect any Accounts, by legal proceedings or otherwise, and for such purpose the Holders Buyers may: (1) Demand payment of any Accounts or direct any account debtors to make payment of Accounts directly to the HoldersBuyers; (2) Receive and collect all monies due or to become due to the Grantor Borrower pursuant to the Accounts; (3) Exercise all of the GrantorBorrower’s rights and remedies with respect to the collection of Accounts; (4) Settle, adjust, compromise, extend, renew, discharge or release Accounts in a commercially reasonable manner; (5) Sell or assign Accounts on such reasonable terms, for such reasonable amounts and at such reasonable times as the Holders Buyers reasonably deem deems advisable; (6) Prepare, file and sign the GrantorBorrower’s name or names on any Proof of Claim or similar documents in any proceeding filed under federal or state bankruptcy, insolvency, reorganization or other similar law as to any account debtor; (7) Prepare, file and sign the GrantorBorrower’s name or names on any notice of lien, claim of mechanic’s lien, assignment or satisfaction of lien or mechanic’s lien or similar document in connection with the Collateral; (8) Endorse the name of the Grantor Borrower upon any chattel papers, documents, instruments, invoices, freight bills, bills of lading or similar documents or agreements relating to Accounts or goods pertaining to Accounts or upon any checks or other media of payment or evidence of a security interest that may come into the HoldersBuyers’ possession; (9) Sign the name or names of the Grantor Borrower to verifications of Accounts and notices of Accounts sent by account debtors to the GrantorBorrower; or (10) Take all other actions that the Holders Buyers reasonably deem deems to be necessary or desirable to protect the GrantorBorrower’s interest in the Accounts. (hc) Negotiate and endorse any Document in favor of the Holders Buyers or their its designees, covering Inventory which constitutes Collateral, and related documents for the purpose of carrying out the provisions of this Agreement and taking any action and executing in the name(s) name of Grantor Borrower any instrument which the Holders Buyers may reasonably deem necessary or advisable to accomplish the purpose hereof. Without limiting the generality of the foregoing, the Collateral Agent shall have the right and power to receive, endorse and collect checks and other orders for the payment of money made payable to the Grantor Borrower representing any payment or reimbursement made under, pursuant to or with respect to, the Collateral or any part thereof and to give full discharge to the same. The Grantor Borrower does hereby ratify and approve all acts of said attorney and agrees that said attorney shall not be liable for any acts of commission or omission, nor for any error of judgment or mistake of fact or law, except for said attorney’s own gross negligence or willful misconduct. This power, being coupled with an interest, is irrevocable until the Notes are paid in full (at which time this power shall terminate in full) and the Grantor Borrower shall have performed all of its obligations under this Agreement. The Grantor Borrower further agrees to use its reasonable efforts to assist the Collateral Agent in the collection and enforcement of the Accounts and will not hinder, delay or impede the Holders Buyers in any manner in its collection and enforcement of the Accounts.

Actions with Respect to Accounts. The Each Grantor irrevocably makes, constitutes and appoints the Collateral Administrative Agent (and any of the Administrative Agent’s designated officers, employees or agents) as its true and lawful attorney-in-fact with power to sign its name and, upon the occurrence and during the continuance of an Event of Default, to take any of the following actions after actions, in its name or in the occurrence and prior to name of the cure of an Event of DefaultAdministrative Agent, as the Administrative Agent may determine, at any time (except as expressly limited in this Section 5) without notice to either such Grantor and at the such Grantor’s reasonable expense: (a) Verify the validity and amount of, or any other matter relating to, the Collateral by mail, telephone, telegraph or otherwise; (b) Notify all account debtors that the Accounts have been assigned to the Holders Administrative Agent and that the Holders Lenders have a security interest in the Accounts; (c) Direct all account debtors to make payment of all Accounts directly to the HoldersAdministrative Agent; (d) Take control in any reasonable manner of any cash or non-cash items of payment or proceeds of Accounts; (e) ReceiveIn any case and for any reason, notify the United States Postal Service to change the addresses for delivery of mail addressed to the Grantor to such address as the Administrative Agent may designate; (f) In any case and for any reason, receive, open and respond to dispose of all mail addressed to the such Grantor; (fg) Take control in any manner of any rejected, returned, stopped in stopped-in-transit or repossessed goods relating to Accounts; (gh) Enforce payment of and collect any Accounts, by legal proceedings or otherwise, and for such purpose the Holders Administrative Agent may: (1i) Demand payment of any Accounts or direct any account debtors to make payment of Accounts directly to the HoldersAdministrative Agent; (2ii) Receive and collect all monies due or to become due to the Grantor pursuant to the Accountssuch Grantor; (3iii) Exercise all of the such Grantor’s rights and remedies with respect to the collection of Accounts; (4iv) Settle, adjust, compromise, extend, renew, discharge or release Accounts in a commercially reasonable mannerAccounts; (5v) Sell or assign Accounts on such reasonable terms, for such reasonable amounts and at such reasonable times as the Holders reasonably deem Administrative Agent deems advisable; (6vi) Prepare, file and sign the such Grantor’s name or names on any Proof of Claim or similar documents in any proceeding filed under federal or state bankruptcy, insolvency, reorganization or other similar law Law as to any account debtor; (7vii) Prepare, file and sign the such Grantor’s name or names on any notice Notice of lienLien, claim Claim of mechanicMechanic’s lienLien, assignment Assignment or satisfaction Satisfaction of lien Lien or mechanicMechanic’s lien Lien, or similar document in connection with the Collateral; (8) viii) Endorse the name of the such Grantor upon any chattel papers, documents, instruments, invoices, freight bills, bills of lading lading, or similar documents or agreements relating to Accounts or goods pertaining to Accounts or upon any checks or other media medium of payment or evidence of a security interest that may come into the Holders’ Administrative Agent’s possession; (9ix) Sign the name or names of the such Grantor to verifications of Accounts and notices of Accounts sent by account debtors to the such Grantor; or (10x) Take all other actions that the Holders reasonably deem to be necessary or desirable to protect the such Grantor’s interest interest(s) in the Accounts. (h) Negotiate . Each Grantor ratifies and endorse any Document in favor of the Holders or their designees, covering Inventory which constitutes Collateral, and related documents for the purpose of carrying out the provisions of this Agreement and taking any action and executing in the name(s) of Grantor any instrument which the Holders may reasonably deem necessary or advisable to accomplish the purpose hereof. Without limiting the generality of the foregoing, the Collateral Agent shall have the right and power to receive, endorse and collect checks and other orders for the payment of money made payable to the Grantor representing any payment or reimbursement made under, pursuant to or with respect to, the Collateral or any part thereof and to give full discharge to the same. The Grantor does hereby ratify and approve approves all acts of said attorney attorneys and agrees that said attorney attorneys shall not be liable for any acts of commission or omission, nor for any error of judgment or mistake of fact or law, except for said attorney’s own other than acts or omissions arising from gross negligence or willful misconduct. This power, being coupled with an interest, is irrevocable until the Notes are paid in full (at which time this power shall terminate in full) Obligations have been satisfied and the Grantor shall Grantors have performed all of its obligations under this Security Agreement. The Each Grantor further agrees to use its reasonable efforts to assist the Collateral Administrative Agent in the collection and enforcement of the Accounts and will not hinder, delay or impede the Holders Administrative Agent in any manner in its collection and enforcement of the Accounts.

Actions with Respect to Accounts. The Each Grantor irrevocably makes, constitutes and appoints the Collateral Administrative Agent (and any of the Administrative Agent's designated officers, employees or agents) as its true and lawful attorney-in-fact attorney‑in‑fact with power to sign its name and, upon the occurrence and during the continuance of an Event of Default, to take any of the following actions after actions, in its name or in the occurrence and prior to name of the cure of an Event of DefaultAdministrative Agent, as the Administrative Agent may determine, at any time (except as expressly limited in this Section 5) without notice to either such Grantor and at the such Grantor’s reasonable 's expense: (a) Verify the validity and amount of, or any other matter relating to, the Collateral by mail, telephone, telegraph or otherwise; (b) Notify all account debtors that the Accounts have been assigned to the Holders Administrative Agent and that the Holders Lenders have a security interest in the Accounts; (c) Direct all account debtors to make payment of all Accounts directly to the HoldersAdministrative Agent; (d) Take control in any reasonable manner of any cash or non-cash non‑cash items of payment or proceeds of Accounts; (e) ReceiveIn any case and for any reason, notify the United States Postal Service to change the addresses for delivery of mail addressed to the Grantor to such address as the Administrative Agent may designate; (f) In any case and for any reason, receive, open and respond to dispose of all mail addressed to the such Grantor; (fg) Take control in any manner of any rejected, returned, stopped in transit stopped‑in‑transit or repossessed goods relating to Accounts; (gh) Enforce Upon the occurrence and during the continuance of an Event of Default, enforce payment of and collect any Accounts, by legal proceedings or otherwise, and for such purpose the Holders Administrative Agent may: (1i) Demand payment of any Accounts or direct any account debtors to make payment of Accounts directly to the HoldersAdministrative Agent; (2ii) Receive and collect all monies due or to become due to the Grantor pursuant to the Accountssuch Grantor; (3iii) Exercise all of the such Grantor’s 's rights and remedies with respect to the collection of Accounts; (4iv) Settle, adjust, compromise, extend, renew, discharge or release Accounts in a commercially reasonable mannerAccounts; (5v) Sell or assign Accounts on such reasonable terms, for such reasonable amounts and at such reasonable times as the Holders reasonably deem Administrative Agent deems advisable; (6vi) Prepare, file and sign the such Grantor’s 's name or names on any Proof of Claim or similar documents in any proceeding filed under federal or state bankruptcy, insolvency, reorganization or other similar law Law as to any account debtor; (7vii) Prepare, file and sign the such Grantor’s 's name or names on any notice Notice of lienLien, claim Claim of mechanic’s lienMechanic's Lien, assignment Assignment or satisfaction Satisfaction of lien Lien or mechanic’s lien Mechanic's Lien, or similar document in connection with the Collateral; (8) viii) Endorse the name of the such Grantor upon any chattel papers, documents, instruments, invoices, freight bills, bills of lading lading, or similar documents or agreements relating to Accounts or goods pertaining to Accounts or upon any checks or other media medium of payment or evidence of a security interest that may come into the Holders’ Administrative Agent's possession; (9ix) Sign the name or names of the such Grantor to verifications of Accounts and notices of Accounts sent by account debtors to the such Grantor; or (10x) Take all other actions that the Holders reasonably deem to be necessary or desirable to protect the such Grantor’s interest 's interest(s) in the Accounts. (h) Negotiate . Each Grantor ratifies and endorse any Document in favor of the Holders or their designees, covering Inventory which constitutes Collateral, and related documents for the purpose of carrying out the provisions of this Agreement and taking any action and executing in the name(s) of Grantor any instrument which the Holders may reasonably deem necessary or advisable to accomplish the purpose hereof. Without limiting the generality of the foregoing, the Collateral Agent shall have the right and power to receive, endorse and collect checks and other orders for the payment of money made payable to the Grantor representing any payment or reimbursement made under, pursuant to or with respect to, the Collateral or any part thereof and to give full discharge to the same. The Grantor does hereby ratify and approve approves all acts of said attorney attorneys and agrees that said attorney attorneys shall not be liable for any acts of commission or omission, nor for any error of judgment or mistake of fact or law, except for said attorney’s own other than liability arising under the Code and to the extent caused by gross negligence or willful misconductmisconduct of said attorneys as determined by a final non-appealable judgment of a court of competent jurisdiction. This power, being coupled with an interest, is irrevocable until the Notes Obligations are paid Paid in full (at which time this power shall terminate in full) and the Grantor shall have performed all of its obligations under this AgreementFull. The Each Grantor further agrees to use its reasonable efforts to assist the Collateral Administrative Agent in the collection and enforcement of the Accounts and will not hinder, delay or impede the Holders Administrative Agent in any manner in its collection and enforcement of the Accounts.

Actions with Respect to Accounts. The Grantor Without limiting the provisions in Section 5, the Borrower irrevocably makes, constitutes and appoints the Collateral Agent Bank (and any of the Bank’s designated officers, employees or agents) as its true and lawful attorney-in-fact with the power, such power being coupled with an interest, to sign its the Borrower’s name and to take any of the following actions after the occurrence and prior to the cure of an Event of Default, in the Borrower’s name or the name of the Bank, as the Bank may determine, at any time without notice to either Grantor the Borrower and at the GrantorBorrower’s reasonable expense: (a) Verify the validity and amount of, or any other matter relating to, the Collateral by mail, telephone, telegraph or otherwise; (b) Notify all account debtors that the Accounts have been assigned to the Holders Bank and that the Holders have Bank has a security interest in the Accounts; (c) Direct all account debtors to make payment of all Accounts directly to the HoldersBank; (d) Take control in any reasonable manner of any cash or non-cash items of payment or proceeds of Accounts; (e) Notify the United States Postal Service to change the address for delivery of mail addressed to the Borrower to such address as the Bank may designate; (f) Receive, open and respond to dispose of all mail addressed to the GrantorBorrower (any sums received pursuant to the exercise of the rights provided in this Security Agreement shall be deposited in the Cash Collateral Account); provided, however, that to the extent any mail does not relate to the Collateral or affect any of Secured Party’s rights hereunder, in each case as determined by the Secured Party in its sole and absolute discretion (“Unrelated Mail”), Secured Party shall use reasonable efforts to forward such Unrelated Mail to the Borrower; provided, further, however, that Borrower shall have no rights or cause of action against Secured Party on account of, and Borrower releases and agrees to indemnify Secured Party from, any loss or damage related to or arising from Secured Party’s failure to forward the Unrelated Mail to Borrower; (fg) Take control in any manner of any rejected, returned, stopped in transit or repossessed goods relating to Accounts; (gh) Enforce payment of and collect any Accounts, by legal proceedings or otherwise, and for such purpose the Holders Bank may: (1) Demand payment of any Accounts or direct any account debtors to make payment of Accounts directly to the HoldersBank; (2) Receive and collect all monies due or to become due to the Grantor pursuant to the AccountsBorrower; (3) Exercise all of the GrantorBorrower’s rights and remedies with respect to the collection of Accounts; (4) Settle, adjust, compromise, extend, renew, discharge or release Accounts in a commercially reasonable mannerAccounts; (5) Sell or assign Accounts on such reasonable terms, for such reasonable amounts amount and at such reasonable times as the Holders reasonably deem Bank deems advisable; (6) Prepare, file and sign the GrantorBorrower’s name or names on any Proof of Claim or similar documents in any proceeding filed under federal or state bankruptcy, insolvency, reorganization or other similar law as to any account debtor; (7) Prepare, file and sign the GrantorBorrower’s name or names on any notice of lien, claim of mechanic’s lien, assignment or satisfaction of lien or mechanic’s lien or similar document in connection with the Collateral; (8) Endorse the name of the Grantor Borrower upon any chattel papers, documents, instruments, invoices, freight bills, bills of lading or similar documents or agreements relating to Accounts or goods pertaining to Accounts or upon any checks or other media of payment or evidence of a security interest that may come into the Holders’ Bank’s possession; (9) Sign the name or names of the Grantor Borrower to verifications of Accounts and notices of Accounts sent by account debtors to the GrantorBorrower; or (10) Take all other actions that the Holders reasonably deem to be necessary or desirable to protect the GrantorBorrower’s interest in the Accounts. (h) Negotiate and endorse any Document in favor of the Holders or their designees, covering Inventory which constitutes Collateral, and related documents for the purpose of carrying out the provisions of this Agreement and taking any action and executing in the name(s) of Grantor any instrument which the Holders may reasonably deem necessary or advisable to accomplish the purpose hereof. Without limiting the generality of the foregoing, the Collateral Agent shall have the right and power to receive, endorse and collect checks and other orders for the payment of money made payable to the Grantor representing any payment or reimbursement made under, pursuant to or with respect to, the Collateral or any part thereof and to give full discharge to the same. The Grantor does hereby ratify and approve all acts of said attorney and agrees that said attorney shall not be liable for any acts of commission or omission, nor for any error of judgment or mistake of fact or law, except for said attorney’s own gross negligence or willful misconduct. This power, being coupled with an interest, is irrevocable until the Notes are paid in full (at which time this power shall terminate in full) and the Grantor shall have performed all of its obligations under this Agreement. The Grantor Borrower further agrees to use its reasonable best efforts to assist the Collateral Agent Bank in the collection and enforcement of the Accounts and will not hinder, delay or impede the Holders Bank in any manner in its collection and enforcement of the Accounts.

Actions with Respect to Accounts. The Grantor Each Borrower hereby irrevocably makes, constitutes and appoints the Collateral Agent Bank (and any of Bank's designated officers, employees or agents) as its true and lawful attorney-in-fact fact, with full power of substitution with power to sign its name and to take any of the following actions after actions, in its name or the occurrence and prior to the cure name of an Event of DefaultBank, at any time as Bank may determine, without notice to either Grantor such Borrower and at the Grantor’s reasonable Borrowers' expense: (a) Verify the validity and amount of, of or any other matter relating to, to the Collateral by mail, telephone, telegraph telecopy or otherwise; (b) Notify After the occurrence of an Event of Default, notify all account debtors that the Accounts Borrowers' accounts have been assigned to the Holders Bank and that the Holders have Bank has a security interest in the Accountstherein; (c) Direct If Bank shall require a lockbox pursuant to Section 3.4 above, direct all account debtors to make payment of all Accounts Borrowers' accounts directly to the HoldersBank and forward invoices directly to such account debtors; (d) Take If Bank shall require a lockbox pursuant to Section 3.4 above, take control in any reasonable manner of any cash or non-cash items of payment or proceeds of Accountssuch accounts; (e) ReceiveAfter the occurrence of an Event of Default, open and respond notify the United States Postal Service to all change the address for delivery of mail addressed to the Grantorsuch Borrower to such address as Bank may designate; (f) Take If Bank shall require a lockbox pursuant to Section 3.4 above, have access to any lockbox or postal boxes into which Borrowers mail is deposited and receive, open and dispose of all mail addressed to any Borrower; (g) After the occurrence of an Event of Default, take control in any manner of any rejected, returned, stopped in transit or repossessed goods relating to Accountsany accounts; (gh) Enforce After the occurrence of an Event of Default, enforce payment of and collect any Accountsaccounts, by legal proceedings or otherwise, and for such purpose the Holders Bank may: (1i) Demand payment of any Accounts accounts or direct any account debtors to make payment of Accounts accounts directly to the HoldersBank; (2ii) Receive and collect all monies due or to become due to the Grantor pursuant to the Accountsany Borrower; (3iii) Exercise all of the Grantor’s Borrowers' rights and remedies with respect to the collection of Accountsaccounts; (4iv) Settle, adjust, compromise, extend, renew, discharge or release Accounts in a commercially reasonable mannerthe accounts; (5v) Sell or assign Accounts the accounts on such reasonable terms, for such reasonable amounts amount and at such reasonable times as the Holders reasonably deem Bank deems advisable; (6vi) Prepare, file and sign the Grantor’s any Borrower's name or names on any Proof of Claim or similar documents document in any proceeding filed under federal or state bankruptcy, insolvency, reorganization or other similar law as to any account debtor; (7vii) Prepare, file and sign the Grantor’s name or names on any notice of lien, claim of mechanic’s lien, assignment or satisfaction of lien or mechanic’s lien or similar document in connection with the Collateral; (8) Endorse the name of the Grantor any Borrower upon any chattel papers, documents, instruments, invoices, freight bills, bills of lading or similar documents or agreements relating to Accounts the accounts or goods pertaining to Accounts thereto or upon any checks or other media of payment or evidence evidences of a security interest that may come into the Holders’ Bank's possession; (9viii) Sign the name or names of the Grantor any Borrower to verifications of Accounts accounts and notices of Accounts thereto sent by account debtors to the Grantorsuch Borrower; or (10ix) Take all other actions that the Holders reasonably deem to be necessary or desirable to protect the Grantor’s Borrowers' or Bank's interest in the Accounts. (h) Negotiate and endorse any Document in favor of the Holders or their designees, covering Inventory which constitutes Collateral, and related documents for the purpose of carrying out the provisions of this Agreement and taking any action and executing in the name(s) of Grantor any instrument which the Holders may reasonably deem necessary or advisable to accomplish the purpose hereofaccounts. Without limiting the generality of the foregoing, the Collateral Agent shall have the right and power to receive, endorse and collect checks and other orders for the payment of money made payable to the Grantor representing any payment or reimbursement made under, pursuant to or with respect to, the Collateral or any part thereof and to give full discharge to the same. The Grantor does hereby Borrowers ratify and approve all acts of said attorney attorneys and agrees agree that said attorney attorneys shall not be liable for any acts of commission or omission, nor for any error of judgment or mistake of fact or law, except for said attorney’s own gross negligence or willful misconduct. This power, being coupled with an interest, is irrevocable until the Notes are paid in full (at which time this power shall terminate in full) and the Grantor shall have performed all of its obligations under this Agreementirrevocable. The Grantor further agrees to use its reasonable efforts Borrowers agree to assist the Collateral Agent Bank in the collection and enforcement of the Accounts its accounts and will not to hinder, delay or impede the Holders in any manner Bank in its collection and or enforcement of the Accountssaid accounts.

Actions with Respect to Accounts. The Grantor Borrower and Guarantors hereby irrevocably makesmake, constitutes constitute, and appoints appoint Agent on behalf of the Collateral Agent its Lender Group (and any of Agent's designated officers, employees or agents) as their true and lawful attorney-in-fact fact, with full power of substitution, with power to sign its their name and to take any of the following actions after actions, in their name or the occurrence and prior to the cure name of an Event of DefaultAgent, at any time as Agent may determine, without notice to either Grantor Borrower or any Guarantor and at the Grantor’s reasonable Borrower's and Guarantors' expense: (a) Verify the validity and amount of, of or any other matter relating to, to the Collateral by mail, telephone, telegraph telecopy or otherwise; (bc) Notify all account debtors Account Debtors that the Accounts Borrower's and Guarantors' accounts have been assigned to Agent (for the Holders pro rata benefit of Lenders') and that the Holders have Agent has a security interest in the AccountsLien therein; (ce) Direct all account debtors Account Debtors to make payment of all Accounts Borrower's and Guarantors' accounts directly to the HoldersAgent and forward invoices directly to such Account Debtors; (dg) Take control in any reasonable manner of any cash or non-cash items of payment or proceeds of Accountssuch accounts; (ei) ReceiveAfter the occurrence of an Event of Default, notify the United States Postal Service to change the address for delivery of mail addressed to Borrower or any Guarantor to such address as Agent may designate: (k) After the occurrence of an Event of Default, have access to any lockbox or postal boxes into which Borrower's or any Guarantor's mail is deposited and receive, open and respond to dispose of all mail addressed to Borrower or any Guarantor (any sums received pursuant to the Grantorexercise of the rights provided in the Loan Documents may, at Agent's option, be deposited in the Cash Collateral Account); (fm) Take After the occurrence of an Event of Default, take control in any manner of any rejected, returned, stopped in transit or repossessed goods relating to Accountsany accounts; (go) Enforce After the occurrence of an Event of Default, enforce payment of and collect any Accountsaccounts, by legal proceedings or otherwise, and for such purpose Agent (on behalf of the Holders Lender Group) may: (1i) Demand payment of any Accounts accounts or direct any account debtors Account Debtors to make payment of Accounts accounts directly to the HoldersAgent; (2iii) Receive and collect all monies due or to become due to the Grantor pursuant to the AccountsBorrower or any Guarantor; (3v) Exercise all of the Grantor’s Borrower's or any Guarantor's rights and remedies with respect to the collection of Accounts;accounts, (4vii) Settle, adjust, compromise, extend, renew, discharge or release Accounts in a commercially reasonable mannerthe accounts; (5ix) Sell or assign Accounts the accounts on such reasonable terms, for such reasonable amounts amount and at such reasonable times as the Holders reasonably deem Agent deems advisable; (6xi) Prepare, file and sign the Grantor’s Borrower's or any Guarantor's name or names on any Proof of Claim or similar documents document in any proceeding filed under federal or state bankruptcy, insolvency, reorganization or other similar law as to any account debtorAccount Debtor; (7xiii) Prepare, file and sign the Grantor’s Borrower's or any Guarantor's name or names on any notice Notice of lienLien, claim Claim of mechanic’s lienMechanic's Lien, assignment Assignment or satisfaction Satisfaction of lien Lien or mechanic’s lien Mechanic's Lien or similar document in connection with the Collateral; (8) xv) Endorse the name of the Grantor Borrower or any Guarantor upon any chattel papers, documents, instruments, invoices, freight bills, bills of lading or similar documents or agreements relating to Accounts the accounts or goods pertaining to Accounts thereto or upon any checks or other media of payment or evidence evidences of a security interest that may come into the Holders’ Agent's possession; (9xvii) Sign the name of Borrower or names of the Grantor any Guarantor to verifications of Accounts accounts and notices of Accounts thereof sent by account debtors Account Debtors to the Grantorsuch Borrower or Guarantor; or (10xix) Take all other actions that the Holders reasonably deem to be necessary or desirable to protect the Grantor’s Borrower's, Guarantors' or Agent's interest in the Accountsaccounts. (hxxi) Negotiate Borrower and endorse any Document in favor of the Holders or their designees, covering Inventory which constitutes Collateral, and related documents for the purpose of carrying out the provisions of this Agreement and taking any action and executing in the name(s) of Grantor any instrument which the Holders may reasonably deem necessary or advisable to accomplish the purpose hereof. Without limiting the generality of the foregoing, the Collateral Agent shall have the right and power to receive, endorse and collect checks and other orders for the payment of money made payable to the Grantor representing any payment or reimbursement made under, pursuant to or with respect to, the Collateral or any part thereof and to give full discharge to the same. The Grantor does hereby Guarantors ratify and approve all acts of said attorney attorneys and agrees agree that said attorney attorneys shall not be liable for any acts of commission or omission, nor for any error of judgment or mistake of fact or law, except for said attorney’s own gross negligence or willful misconduct. This power, being coupled with an interest, is irrevocable until the Notes are paid in full (at which time this power shall terminate in full) irrevocable. Borrower and the Grantor shall have performed all of its obligations under this Agreement. The Grantor further agrees to use its reasonable efforts Guarantors agree to assist the Collateral Agent in the collection and enforcement of the Accounts their accounts and will not to hinder, delay or impede the Holders in any manner Agent in its collection and or enforcement of the Accountssaid accounts.

Actions with Respect to Accounts. The Grantor Borrower irrevocably makes, constitutes and appoints the Collateral Agent Lender its true and lawful attorney-in-fact with power to sign its name and to take any of the following actions after the occurrence and prior to the cure of an Event of Default, at any time without notice to either Grantor the Borrower and at the Grantor’s reasonable Borrower's expense: (a) Verify the validity and amount of, or any other matter relating to, the Collateral by mail, telephone, telegraph or otherwise; (b) Notify all account debtors that the Accounts have been assigned to the Holders Lender and that the Holders Lender have a security interest in the Accounts; (c) Direct all account debtors to make payment of all Accounts directly to the HoldersLender; (d) Take control in any reasonable manner of any cash or non-cash items of payment or proceeds of Accounts; (e) Receive, open and respond to dispose of all mail addressed to the GrantorBorrower; (f) Take control in any manner of any rejected, returned, stopped in transit or repossessed goods relating to Accounts; (g) Enforce payment of and collect any Accounts, by legal proceedings or otherwise, and for such purpose the Holders Lender may: (1) Demand payment of any Accounts or direct any account debtors to make payment of Accounts directly to the HoldersLender; (2) Receive and collect all monies due or to become due to the Grantor Borrower or GTA pursuant to the Accounts; (3) Exercise all of the Grantor’s Borrower's or GTA's rights and remedies with respect to the collection of Accounts; (4) Settle, adjust, compromise, extend, renew, discharge or release Accounts in a commercially reasonable manner; (5) Sell or assign Accounts on such reasonable terms, for such reasonable amounts and at such reasonable times as the Holders Lender reasonably deem deems advisable; (6) Prepare, file and sign the Grantor’s Borrower's or GTA's name or names on any Proof of Claim or similar documents in any proceeding filed under federal or state bankruptcy, insolvency, reorganization or other similar law as to any account debtor; (7) Prepare, file and sign the Grantor’s Borrower's or GTA's name or names on any notice of lien, claim of mechanic’s 's lien, assignment or satisfaction of lien or mechanic’s 's lien or similar document in connection with the Collateral; (8) Endorse the name of the Grantor Borrower or GTA upon any chattel papers, documents, instruments, invoices, freight bills, bills of lading or similar documents or agreements relating to Accounts or goods pertaining to Accounts or upon any checks or other media of payment or evidence of a security interest that may come into the Holders’ Lender, possession; (9) Sign the name or names of the Grantor Borrower or GTA to verifications of Accounts and notices of Accounts sent by account debtors to the GrantorBorrower or GTA; or (10) Take all other actions that the Holders Lender reasonably deem deems to be necessary or desirable to protect the Grantor’s Borrower's or GTA's interest in the Accounts. (h) Negotiate and endorse any Document in favor of the Holders Lender or their its designees, covering Inventory which constitutes Collateral, and related documents for the purpose of carrying out the provisions of this Agreement and taking any action and executing in the name(s) name of Grantor Borrower or GTA any instrument which the Holders Lender may reasonably deem necessary or advisable to accomplish the purpose hereof. Without limiting the generality of the foregoing, the Collateral Agent Lender shall have the right and power to receive, endorse and collect checks and other orders for the payment of money made payable to the Grantor Borrower or GTA representing any payment or reimbursement made under, pursuant to or with respect to, the Collateral or any part thereof and to give full discharge to the same. The Grantor does hereby Borrower and GTA ratify and approve all acts of said attorney and agrees agree that said attorney shall not be liable for any acts of commission or omission, nor for any error of judgment or mistake of fact or law, except for said attorney’s 's own gross negligence or willful misconduct. This power, being coupled with an interest, is irrevocable until the Notes are Debt is paid in full (at which time this power shall terminate in full) and the Grantor Borrower and GTA shall have performed all of its their obligations under this Agreement. The Grantor Borrower and GTA further agrees agree to use its their reasonable efforts to assist the Collateral Agent Lender in the collection and enforcement of the Accounts and will not hinder, delay or impede the Holders Lender in any manner in its collection and enforcement of the Accounts.

Actions with Respect to Accounts. The Grantor Borrower hereby irrevocably makes, constitutes and appoints the Collateral Agent Bank (and any of Bank's designated officers, employees or agents) as its true and lawful attorney-in-fact fact, with full power of substitution, with power to sign its name and to take any of the following actions after actions, in its name or the occurrence and prior to the cure name of an Event of DefaultBank, at any time as Bank may determine, without notice to either Grantor Borrower and at the Grantor’s reasonable Borrower's expense: (a) Verify the validity and amount of, of or any other matter relating to, to the Collateral by mail, telephone, telegraph telecopy or otherwise; (b) Notify all account debtors that the Accounts Borrower's accounts have been assigned to the Holders Bank and that the Holders have Bank has a security interest in the Accountstherein; (c) Direct During the continuance of an Event of Default, direct all account debtors to make payment of all Accounts Borrower's accounts directly to the HoldersBank and forward invoices directly to such account debtors; (d) Take control in any reasonable manner of any cash or non-cash items of payment or proceeds of Accountssuch accounts; (e) ReceiveDuring the continuance of an Event of Default, notify the United States Postal Service to change the address for delivery of mail addressed to Borrower to such address as Bank may designate; (f) Have access to any lockbox or postal boxes into which Borrower's mail is deposited and receive, open and respond to dispose of all mail addressed to Borrower relating to the GrantorCollateral (any sums received pursuant to the exercise of the rights provided in Sections 13.4 (a) through (f) above may, at Bank's option, be deposited in the cash collateral account provided for herein); (fg) Take control in any manner of any rejected, returned, stopped in transit or repossessed goods relating to Accountsany accounts; (gh) Enforce During the continuance of an Event of Default, enforce payment of and collect any Accountsaccounts, by legal proceedings or otherwise, and for such purpose the Holders Bank may: (1) Demand payment of any Accounts accounts or direct any account debtors to make payment of Accounts accounts directly to the HoldersBank; (2) Receive and collect all monies due or to become due to the Grantor pursuant to the AccountsBorrower; (3) Exercise all of the Grantor’s Borrower's rights and remedies with respect to the collection of Accountsaccounts; (4) Settle, adjust, compromise, extend, renew, discharge or release Accounts in a commercially reasonable mannerthe accounts; (5) Sell or assign Accounts the accounts on such reasonable terms, for such reasonable amounts amount and at such reasonable times as the Holders reasonably deem Bank deems advisable; (6) Prepare, file and sign the Grantor’s Borrower's name or names on any Proof of Claim or similar documents document in any proceeding filed under federal or state bankruptcy, insolvency, reorganization or other similar law as to any account debtor; (7) Prepare, file and sign the Grantor’s Borrower's name or names on any notice Notice of lienLien, claim Claim of mechanic’s lienMechanic's Lien, assignment Assignment or satisfaction Satisfaction of lien Lien or mechanic’s lien Mechanic's Lien or similar document in connection with the Collateral; (8) Endorse the name of the Grantor Borrower upon any chattel papers, documents, instruments, invoices, freight bills, bills of lading or similar documents or agreements relating to Accounts the accounts or goods pertaining to Accounts thereto or upon any checks or other media of payment or evidence evidences of a security interest relating to the Collateral that may come into the Holders’ Bank's possession; (9) Sign the name or names of the Grantor Borrower to verifications of Accounts accounts and notices of Accounts thereof sent by account debtors to the GrantorBorrower; or (10) Take all other actions that the Holders reasonably deem to be necessary or desirable to protect the Grantor’s Borrower's or Bank's interest in the Accounts. (h) Negotiate accounts. Borrower ratifies and endorse any Document in favor of the Holders or their designees, covering Inventory which constitutes Collateral, and related documents for the purpose of carrying out the provisions of this Agreement and taking any action and executing in the name(s) of Grantor any instrument which the Holders may reasonably deem necessary or advisable to accomplish the purpose hereof. Without limiting the generality of the foregoing, the Collateral Agent shall have the right and power to receive, endorse and collect checks and other orders for the payment of money made payable to the Grantor representing any payment or reimbursement made under, pursuant to or with respect to, the Collateral or any part thereof and to give full discharge to the same. The Grantor does hereby ratify and approve approves all acts of said attorney attorneys and agrees agree that said attorney attorneys shall not be liable for any acts of commission or omission, nor for any error of judgment or mistake of fact or law, except for said attorney’s own gross negligence or willful misconduct. This power, being coupled with an interest, is irrevocable until the Notes are paid in full (at which time this power shall terminate in full) and the Grantor shall have performed all of its obligations under this Agreementirrevocable. The Grantor further Borrower agrees to use its reasonable efforts to assist the Collateral Agent Bank in the collection and enforcement of the Accounts its accounts and will not to hinder, delay or impede the Holders in any manner Bank in its collection and or enforcement of said accounts until the AccountsBank Indebtedness is paid in full and Bank has no further funding commitment under or in respect of the Line.

Actions with Respect to Accounts. The Each Grantor irrevocably makes, constitutes and appoints the Collateral Agent Majority Holders its true and lawful attorney-in-fact with power to sign its name and to take any of the following actions after the occurrence and prior to the cure of an Event of Default, at any time without notice to either Grantor and at the each Grantor’s 's reasonable expense, subject to the terms of the Additional Notes, if any, and the Permitted Liens: (a) Verify the validity and amount of, or any other matter relating to, the Collateral by mail, telephone, telegraph or otherwise; (b) Notify all account debtors that the Accounts have been assigned to the Holders and that the Holders have a security interest in the Accounts; (c) Direct all account debtors to make payment of all Accounts directly to the Holders; (d) Take control in any reasonable manner of any cash or non-cash items of payment or proceeds of Accounts; (e) Receive, open and respond to all mail addressed to the each Grantor; (f) Take control in any manner of any rejected, returned, stopped in transit or repossessed goods relating to Accounts; (g) Enforce payment of and collect any Accounts, by legal proceedings or otherwise, and for such purpose the Holders may: (1i) Demand payment of any Accounts or direct any account debtors to make payment of Accounts directly to the Holders; (2ii) Receive and collect all monies due or to become due to the each Grantor pursuant to the Accounts; (3iii) Exercise all of the each Grantor’s 's rights and remedies with respect to the collection of Accounts; (4iv) Settle, adjust, compromise, extend, renew, discharge or release Accounts in a commercially reasonable manner; (5v) Sell or assign Accounts on such reasonable terms, for such reasonable amounts and at such reasonable times as the Holders reasonably deem advisable; (6vi) Prepare, file and sign the each Grantor’s 's name or names on any Proof of Claim or similar documents in any proceeding filed under federal or state bankruptcy, insolvency, reorganization or other similar law as to any account debtor; (7vii) Prepare, file and sign the each Grantor’s 's name or names on any notice of lien, claim of mechanic’s 's lien, assignment or satisfaction of lien or mechanic’s 's lien or similar document in connection with the Collateral; (8) viii) Endorse the name of the each Grantor upon any chattel papers, documents, instruments, invoices, freight bills, bills of lading or similar documents or agreements relating to Accounts or goods pertaining to Accounts or upon any checks or other media of payment or evidence of a security interest that may come into the Holders’ ' possession; (9ix) Sign the name or names of the each Grantor to verifications of Accounts and notices of Accounts sent by account debtors to the each Grantor; or (10x) Take all other actions that the Holders reasonably deem to be necessary or desirable to protect the each Grantor’s 's interest in the Accounts. (h) Negotiate and endorse any Document in favor of the Holders or their designees, covering Inventory which constitutes Collateral, and related documents for the purpose of carrying out the provisions of this Agreement and taking any action and executing in the name(s) of Grantor Borrower any instrument which the Majority Holders may reasonably deem necessary or advisable to accomplish the purpose hereof. Without limiting the generality of the foregoing, the Collateral Agent Majority Holders shall have the right and power to receive, endorse and collect checks and other orders for the payment of money made payable to the each Grantor representing any payment or reimbursement made under, pursuant to or with respect to, the Collateral or any part thereof and to give full discharge to the same. The Each Grantor does hereby ratify and approve all acts of said attorney and agrees that said attorney shall not be liable for any acts of commission or omission, nor for any error of judgment or mistake of fact or law, except for said attorney’s 's own gross negligence or willful misconduct. This power, being coupled with an interest, is irrevocable until the Notes are paid in full (at which time this power shall terminate in full) and the each Grantor shall have performed all of its obligations under this Agreement. The Each Grantor further agrees to use its reasonable efforts to assist the Collateral Agent Majority Holders in the collection and enforcement of the Accounts and will not hinder, delay or impede the Majority Holders in any manner in its their collection and enforcement of the Accounts.

Actions with Respect to Accounts. The Grantor Borrower and Guarantors hereby irrevocably makesmake, constitutes constitute and appoints the Collateral Agent appoint Lender (and any of Lender's designated officers, employees or agents) as its true and lawful attorney-in-fact fact, with full power of substitution, with power to sign its name and to take any of the following actions after actions, in its name or the occurrence and prior to the cure name of an Event of DefaultLender, at any time as Lender may determine, without notice to either Grantor Borrower or Guarantors and at the Grantor’s reasonable Borrower's and Guarantors' expense: (a) Verify the validity and amount of, of or any other matter relating to, to the Collateral by mail, telephone, telegraph telecopy or otherwise; (b) Notify all account debtors that the Accounts Borrower's and Guarantors' accounts have been assigned to the Holders Lender and that the Holders have Lender has a security interest in the Accountstherein; (c) Direct all account debtors to make payment of all Accounts Borrower's and Guarantors' accounts directly to the HoldersLender or such other place as Lender shall designate and forward invoices directly to such account debtors; (d) Take control in any reasonable manner of any cash or non-cash items of payment or proceeds of Accountssuch accounts; (e) ReceiveNotify the United States Postal Service to change the address for delivery of mail addressed to Borrower or Guarantors to such address as Lender may designate; (f) Have access to any lockbox or postal boxes into which Borrower's or Guarantors' mail is deposited and receive, open and respond to dispose of all mail addressed to Borrower (any sums received pursuant to the Grantorexercise of the rights provided in Sections 13.4 (a) through (f) above may, at Lender's option, be deposited in the cash collateral account provided for herein); (fg) Take control in any manner of any rejected, returned, stopped in transit or repossessed goods relating to Accountsany accounts; (gh) Enforce Upon the occurrence of an Event of Default, enforce payment of and collect any Accountsaccounts, by legal proceedings or otherwise, and for such purpose the Holders Lender may: (1) Demand payment of any Accounts accounts or direct any account debtors to make payment of Accounts accounts directly to the HoldersLender or such other place as Lender shall designate; (2) Receive and collect all monies due or to become due to the Grantor pursuant to the AccountsBorrower or Guarantors; (3) Exercise all of the Grantor’s Borrower's or Guarantors' rights and remedies with respect to the collection of Accountsaccounts; (4) Settle, adjust, compromise, extend, renew, discharge or release Accounts in a commercially reasonable mannerthe accounts; (5) Sell or assign Accounts the accounts on such reasonable terms, for such reasonable amounts amount and at such reasonable times as the Holders reasonably deem Lender deems advisable; (6) Prepare, file and sign the Grantor’s Borrower's or Guarantors' name or names on any Proof of Claim or similar documents document in any proceeding filed under federal or state bankruptcy, insolvency, reorganization or other similar law as to any account debtor; (7) Prepare, file and sign the Grantor’s Borrower's or Guarantors' name or names on any notice Notice of lienLien, claim Claim of mechanic’s lienMechanic's Lien, assignment Assignment or satisfaction Satisfaction of lien Lien or mechanic’s lien Mechanic's Lien or similar document in connection with the Collateral; (8) Endorse the name of the Grantor Borrower or Guarantors upon any chattel papers, documents, instruments, invoices, freight bills, bills of lading or similar documents or agreements relating to Accounts the accounts or goods pertaining to Accounts thereto or upon any checks or other media of payment or evidence evidences of a security interest that may come into the Holders’ Lender's possession; (9) Sign the name of Borrower or names of the Grantor Guarantors to verifications of Accounts accounts and notices of Accounts thereof sent by account debtors to the GrantorBorrower or Guarantors; or (10) Take all other actions that the Holders reasonably deem to be necessary or desirable to protect the Grantor’s Borrower's, Guarantors' or Lender's interest in the Accounts. (h) Negotiate accounts. Borrower and endorse any Document in favor of the Holders or their designees, covering Inventory which constitutes Collateral, and related documents for the purpose of carrying out the provisions of this Agreement and taking any action and executing in the name(s) of Grantor any instrument which the Holders may reasonably deem necessary or advisable to accomplish the purpose hereof. Without limiting the generality of the foregoing, the Collateral Agent shall have the right and power to receive, endorse and collect checks and other orders for the payment of money made payable to the Grantor representing any payment or reimbursement made under, pursuant to or with respect to, the Collateral or any part thereof and to give full discharge to the same. The Grantor does hereby Guarantors ratify and approve all acts of said attorney attorneys and agrees agree that said attorney attorneys shall not be liable for any acts of commission or omission, nor for any error of judgment or mistake of fact or law, except for said attorney’s own gross negligence or willful misconduct. This power, being coupled with an interest, is irrevocable until the Notes are paid in full (at which time this power shall terminate in full) irrevocable. Borrower and the Grantor shall have performed all of its obligations under this Agreement. The Grantor further agrees to use its reasonable efforts Guarantors agree to assist the Collateral Agent Lender in the collection and enforcement of the Accounts their accounts and will not to hinder, delay or impede the Holders in any manner Lender in its collection and or enforcement of the Accountssaid accounts.

Actions with Respect to Accounts. The Grantor Borrower hereby irrevocably makes, constitutes constitutes, and appoints the Collateral Agent Lender (and any of Lender’s designated officers, employees or agents) as its true and lawful attorney-in-fact fact, with full power of substitution, with power to sign its name and to take any of the following actions after actions, in its name or the occurrence and prior to the cure name of an Event of DefaultLender, at any time as Lender may determine, without notice to either Grantor Borrower and at the GrantorBorrower’s reasonable expense: (a) Verify the validity and amount of, of or any other matter relating to, to the Collateral by mail, telephone, telegraph telecopy or otherwise; (b) Notify all account debtors Account Debtors that the Borrower’s Accounts have been assigned to the Holders Lender and that the Holders have Lender has a security interest in the AccountsLien therein; (c) Direct all account debtors Account Debtors to make payment of all Borrower’s Accounts directly to the HoldersLender and forward invoices directly to such Account Debtors; (d) Take control in any reasonable manner of any cash or non-cash items of payment or proceeds of such Accounts; (e) ReceiveNotify the U.S. Postal Service to change the address for delivery of mail addressed to Borrower to such address as Lender may designate; (f) Have access to any lockbox or postal boxes into which Borrower’s mail is deposited and receive, open and respond to dispose of all mail addressed to the GrantorBorrower; (fg) Take control in any manner of any rejected, returned, stopped in transit or repossessed goods relating to any Accounts;; and (gh) Enforce payment of and collect any Accounts, by legal proceedings or otherwise, and for such purpose the Holders Lender may: (1i) Demand payment of any Accounts or direct any account debtors Account Debtors to make payment of Accounts directly to the HoldersLender; (2ii) Receive and collect all monies due or to become due to the Grantor pursuant to the AccountsBorrower; (3iii) Exercise all of the GrantorBorrower’s rights and remedies with respect to the collection of Accounts; (4iv) Settle, adjust, compromise, extend, renew, discharge or release Accounts in a commercially reasonable mannerthe Accounts; (5v) Sell or assign the Accounts on such reasonable terms, for such reasonable amounts amount and at such reasonable times as the Holders reasonably deem Lender deems advisable; (6vi) Prepare, file and sign the GrantorBorrower’s name or names on any Proof of Claim or similar documents document in any proceeding filed under federal or state bankruptcy, insolvency, reorganization or other similar law as to any account debtorAccount Debtor; (7vii) Prepare, file and sign the Grantor’s name or names on any notice of lien, claim of mechanic’s lien, assignment or satisfaction of lien or mechanic’s lien or similar document in connection with the Collateral; (8) Endorse the name of the Grantor Borrower upon any chattel papers, documents, instruments, invoices, freight bills, bills of lading or similar documents or agreements relating to the Accounts or goods pertaining to Accounts thereto or upon any checks or other media of payment or evidence evidences of a security interest that may come into the Holders’ Lender’s possession; (9viii) Sign the name or names of the Grantor Borrower to verifications of Accounts and notices of Accounts thereof sent by account debtors Account Debtors to the GrantorBorrower; orand (10ix) Take all other actions that the Holders reasonably deem to be necessary or desirable to protect the GrantorBorrower’s or Lender’s interest in the Accounts. (h) Negotiate . Borrower ratifies and endorse any Document in favor of the Holders or their designees, covering Inventory which constitutes Collateral, and related documents for the purpose of carrying out the provisions of this Agreement and taking any action and executing in the name(s) of Grantor any instrument which the Holders may reasonably deem necessary or advisable to accomplish the purpose hereof. Without limiting the generality of the foregoing, the Collateral Agent shall have the right and power to receive, endorse and collect checks and other orders for the payment of money made payable to the Grantor representing any payment or reimbursement made under, pursuant to or with respect to, the Collateral or any part thereof and to give full discharge to the same. The Grantor does hereby ratify and approve approves all acts of said attorney attorneys and agrees agree that said attorney attorneys shall not be liable for any acts of commission or omission, nor for any error of judgment or mistake of fact or law, except for said attorney’s own such attorneys’ gross negligence or willful misconduct. This power, being coupled with an interest, is irrevocable until the Notes are paid in full (at which time this power shall terminate in full) and the Grantor shall have performed all of its obligations under this Agreement. The Grantor further Borrower agrees to use its reasonable efforts to assist the Collateral Agent Lender in the collection and enforcement of the its Accounts and will not to hinder, delay or impede the Holders in any manner Lender in its collection and or enforcement of the said Accounts.

Actions with Respect to Accounts. The Grantor Borrower irrevocably makes, constitutes and appoints the Collateral Agent its true and lawful attorney-in-fact with power to sign its name and and, subject to the rights of the holders of the Permitted Liens, to take any of the following actions after the occurrence and prior to the cure of an Event of Default, at any time without notice to either Grantor the Borrower and at the GrantorBorrower’s reasonable expense: (a) Verify the validity and amount of, or any other matter relating to, the Collateral by mail, telephone, telegraph or otherwise; (b) Notify all account debtors that the Accounts have been assigned to the Holders Lenders and that the Holders Lenders have a security interest in the Accounts; (c) Direct all account debtors to make payment of all Accounts directly to the HoldersLenders; (d) Take control in any reasonable manner of any cash or non-cash items of payment or proceeds of Accounts; (e) Receive, open and respond to all mail addressed to the GrantorBorrower; (f) Take control in any manner of any rejected, returned, stopped in transit or repossessed goods relating to Accounts; (g) Enforce payment of and collect any Accounts, by legal proceedings or otherwise, and for such purpose the Holders Lenders may: (1) Demand payment of any Accounts or direct any account debtors to make payment of Accounts directly to the HoldersLenders; (2) Receive and collect all monies due or to become due to the Grantor Borrower pursuant to the Accounts; (3) Exercise all of the GrantorBorrower’s rights and remedies with respect to the collection of Accounts; (4) Settle, adjust, compromise, extend, renew, discharge or release Accounts in a commercially reasonable manner; (5) Sell or assign Accounts on such reasonable terms, for such reasonable amounts and at such reasonable times as the Holders Lenders reasonably deem advisable; (6) Prepare, file and sign the GrantorBorrower’s name or names on any Proof of Claim or similar documents in any proceeding filed under federal or state bankruptcy, insolvency, reorganization or other similar law as to any account debtor; (7) Prepare, file and sign the GrantorBorrower’s name or names on any notice of lien, claim of mechanic’s lien, assignment or satisfaction of lien or mechanic’s lien or similar document in connection with the Collateral; (8) Endorse the name of the Grantor Borrower upon any chattel papers, documents, instruments, invoices, freight bills, bills of lading or similar documents or agreements relating to Accounts or goods pertaining to Accounts or upon any checks or other media of payment or evidence of a security interest that may come into the HoldersLenders’ possession; (9) Sign the name or names of the Grantor Borrower to verifications of Accounts and notices of Accounts sent by account debtors to the GrantorBorrower; or (10) Take all other actions that the Holders Lenders reasonably deem to be necessary or desirable to protect the GrantorBorrower’s interest in the Accounts. (h) Negotiate and endorse any Document in favor of the Holders Lenders or their designees, covering Inventory which constitutes CollateralCollateral (except for Collateral subject to Permitted Liens), and related documents for the purpose of carrying out the provisions of this Agreement and taking any action and executing in the name(s) of Grantor Borrower any instrument which the Holders Lenders may reasonably deem necessary or advisable to accomplish the purpose hereof. Without limiting the generality of the foregoing, the Collateral Agent shall have the right and power power, subject to the rights of the holders of the Permitted Liens, to receive, endorse and collect checks and other orders for the payment of money made payable to the Grantor Borrower representing any payment or reimbursement made under, pursuant to or with respect to, the Collateral (except Collateral subject to Permitted Liens) or any part thereof and to give full discharge to the same. The Grantor Subject to the rights of the holders of the Permitted Liens, the Borrower does hereby ratify and approve all acts of said attorney and agrees that said attorney shall not be liable for any acts of commission or omission, nor for any error of judgment or mistake of fact or law, except for said attorney’s own gross negligence or willful misconduct. This power, being coupled with an interest, is irrevocable until the Notes are Note is paid in full (at which time this power shall terminate in full) and the Grantor Borrower shall have performed all of its obligations under this Agreement. The Grantor Borrower further agrees to use its reasonable efforts to assist the Collateral Agent in the collection and enforcement of the Accounts (except Collateral subject to Permitted Liens) and will not hinder, delay or impede the Holders Lenders in any manner in its collection and enforcement of the Accounts.

Actions with Respect to Accounts. The Grantor Borrower irrevocably makes, -------------------------------- constitutes and appoints the Collateral Agent its Bank (and any of the Bank's designated officers, employees or agents) as the Borrower's true and lawful attorney-in---fact with power to sign its the Borrower's name and to take any of the following actions after actions, in its name or the name of the Bank, as the Bank may determine, at any time upon the occurrence and prior to during the cure continuance of an Event of Default, at any time (except as expressly limited in this Section) without notice to either Grantor the Borrower and at the Grantor’s reasonable Borrower's expense: : (a) Verify verify the validity and amount of, or any other matter relating to, the Collateral by mail, telephone, telegraph or otherwise; ; (b) Notify notify all account debtors that the Accounts have been assigned to the Holders Bank and that the Holders have Bank has a security interest in the Accounts; ; (c) Direct direct all account debtors to make payment of all Accounts directly to the Holders; Bank; (d) Take take control in any reasonable manner of any cash or non---cash items of payment payments or proceeds of Accounts; ; (e) Receivenotify the United States Postal Service to change the address for delivery of mail addressed to the Borrower to such address as the Bank may designate; (f) receive, open and respond to dispose of all mail addressed to the Grantor; Borrower (fany sums received pursuant to the exercise of the rights provided in this Section shall be deposited in the cash collateral account described in the following section); (g) Take take control in any manner of any rejected, returned, stopped in transit or repossessed goods relating to Accounts; ; and (gh) Enforce upon the occurrence of an Event of Default, enforce payment of and collect any Accounts, by legal proceedings or otherwise, and for such purpose the Holders may: Bank may (1i) Demand payment of any Accounts or direct any account debtors to make payment of Accounts directly to the Holders; (2) Receive and collect all monies due or to become due to the Grantor pursuant to the Accounts; (3) Exercise exercise all of the Grantor’s Borrower's rights and remedies with respect to the collection of Accounts; ; (4ii) Settlesettle, adjust, compromise, extend, renew, discharge or release Accounts in a commercially reasonable manner; Accounts; and (5iii) Sell or assign Accounts on such reasonable terms, for such reasonable amounts and at such reasonable times as the Holders reasonably deem advisable; (6) Prepare, file and sign the Grantor’s name or names on any Proof of Claim or similar documents in any proceeding filed under federal or state bankruptcy, insolvency, reorganization or other similar law as to any account debtor; (7) Prepare, file and sign the Grantor’s name or names on any notice of lien, claim of mechanic’s lien, assignment or satisfaction of lien or mechanic’s lien or similar document in connection with the Collateral; (8) Endorse the name of the Grantor upon any chattel papers, documents, instruments, invoices, freight bills, bills of lading or similar documents or agreements relating to Accounts or goods pertaining to Accounts or upon any checks or other media of payment or evidence of a security interest that may come into the Holders’ possession; (9) Sign the name or names of the Grantor to verifications of Accounts and notices of Accounts sent by account debtors to the Grantor; or (10) Take take all other actions that the Holders reasonably deem to be necessary or desirable to protect the Grantor’s Borrower's interest in the Accounts. (h) Negotiate and endorse any Document in favor of the Holders or their designees, covering Inventory which constitutes Collateral, and related documents for the purpose of carrying out the provisions of this Agreement and taking any action and executing in the name(s) of Grantor any instrument which the Holders may reasonably deem necessary or advisable to accomplish the purpose hereof. Without limiting the generality of the foregoing, the Collateral Agent shall have the right and power to receive, endorse and collect checks and other orders for the payment of money made payable to the Grantor representing any payment or reimbursement made under, pursuant to or with respect to, the Collateral or any part thereof and to give full discharge to the same. The Grantor does hereby ratify Borrower ratifies and approve approves all acts of said attorney attorneys and agrees that said attorney attorneys shall not be liable for any acts of commission or omission, nor for any error of judgment or mistake of fact or law, except for said attorney’s own gross negligence or willful misconductmisconduct of such attorney. This power, being coupled with an interest, is irrevocable until the Notes are Bank Debt is paid in full (at which time this power shall terminate in full) and the Grantor Borrower shall have performed all of its obligations under this Agreement. The Grantor Borrower further agrees to use its reasonable best efforts to assist the Collateral Agent Bank in the collection and enforcement of the Accounts and will not hinder, delay or impede the Holders Bank in any manner in its collection and enforcement of the Accounts.

Actions with Respect to Accounts. The Each Grantor irrevocably makes, constitutes and appoints the Collateral Agent Majority Holders its true and lawful attorney-in-fact with power to sign its name and to take any of the following actions after the occurrence and prior to the cure of an Event of Default, at any time without notice to either Grantor and at the each Grantor’s reasonable expense, subject to the terms of the Earlier 2016 Notes and the Permitted Liens: (a) Verify the validity and amount of, or any other matter relating to, the Collateral by mail, telephone, telegraph or otherwise; (b) Notify all account debtors that the Accounts have been assigned to the Holders and that the Holders have a security interest in the Accounts; (c) Direct all account debtors to make payment of all Accounts directly to the Holders; (d) Take control in any reasonable manner of any cash or non-cash items of payment or proceeds of Accounts; (e) Receive, open and respond to all mail addressed to the each Grantor; (f) Take control in any manner of any rejected, returned, stopped in transit or repossessed goods relating to Accounts; (g) Enforce payment of and collect any Accounts, by legal proceedings or otherwise, and for such purpose the Holders may: (1i) Demand payment of any Accounts or direct any account debtors to make payment of Accounts directly to the Holders; (2ii) Receive and collect all monies due or to become due to the each Grantor pursuant to the Accounts; (3iii) Exercise all of the each Grantor’s rights and remedies with respect to the collection of Accounts; (4iv) Settle, adjust, compromise, extend, renew, discharge or release Accounts in a commercially reasonable manner; (5v) Sell or assign Accounts on such reasonable terms, for such reasonable amounts and at such reasonable times as the Holders reasonably deem advisable; (6vi) Prepare, file and sign the each Grantor’s name or names on any Proof of Claim or similar documents in any proceeding filed under federal or state bankruptcy, insolvency, reorganization or other similar law as to any account debtor; (7vii) Prepare, file and sign the each Grantor’s name or names on any notice of lien, claim of mechanic’s lien, assignment or satisfaction of lien or mechanic’s lien or similar document in connection with the Collateral; (8) viii) Endorse the name of the each Grantor upon any chattel papers, documents, instruments, invoices, freight bills, bills of lading or similar documents or agreements relating to Accounts or goods pertaining to Accounts or upon any checks or other media of payment or evidence of a security interest that may come into the Holders’ possession; (9ix) Sign the name or names of the each Grantor to verifications of Accounts and notices of Accounts sent by account debtors to the each Grantor; or (10x) Take all other actions that the Holders reasonably deem to be necessary or desirable to protect the each Grantor’s interest in the Accounts. (h) Negotiate and endorse any Document in favor of the Holders or their designees, covering Inventory which constitutes Collateral, and related documents for the purpose of carrying out the provisions of this Agreement and taking any action and executing in the name(s) of Grantor Borrower any instrument which the Majority Holders may reasonably deem necessary or advisable to accomplish the purpose hereof. Without limiting the generality of the foregoing, the Collateral Agent Majority Holders shall have the right and power to receive, endorse and collect checks and other orders for the payment of money made payable to the each Grantor representing any payment or reimbursement made under, pursuant to or with respect to, the Collateral or any part thereof and to give full discharge to the same. The Each Grantor does hereby ratify and approve all acts of said attorney and agrees that said attorney shall not be liable for any acts of commission or omission, nor for any error of judgment or mistake of fact or law, except for said attorney’s own gross negligence or willful misconduct. This power, being coupled with an interest, is irrevocable until the Notes are paid in full (at which time this power shall terminate in full) and the each Grantor shall have performed all of its obligations under this Agreement. The Each Grantor further agrees to use its reasonable efforts to assist the Collateral Agent Majority Holders in the collection and enforcement of the Accounts and will not hinder, delay or impede the Majority Holders in any manner in its their collection and enforcement of the Accounts.

Actions with Respect to Accounts. The Grantor Borrower hereby irrevocably makes, constitutes and appoints the Collateral Agent Bank (and any of Bank's designated officers, employees or agents) as its true and lawful attorney-in-fact fact, with full power of substitution, with power to sign its name and to take any of the following actions after upon the occurrence and prior to the cure of an Event of Default, Default and at any time thereafter until such time as it has been waived in writing by the Bank, in its name or the name of Bank, as Bank may determine, without notice to either Grantor Borrower and at the Grantor’s reasonable Borrower's expense: (a) Verify the validity and amount of, of or any other matter relating to, to the Collateral by mail, telephone, telegraph telecopy or otherwise; (b) Notify all account debtors that the Accounts Borrower's accounts have been assigned to the Holders Bank and that the Holders have Bank has a security interest in the Accountstherein; (c) Direct all account debtors to make payment of all Accounts Borrower's accounts directly to the HoldersBank and forward invoices directly to such account debtors; (d) Take control in any reasonable manner of any cash or non-cash items of payment or proceeds of Accountssuch accounts; (e) ReceiveNotify the United States Postal Service to change the address for delivery of mail addressed to Borrower to such address as Bank may designate; (f) Have access to any lockbox or postal boxes into which Borrower's mail is deposited and receive, open and respond to dispose of all mail addressed to Borrower (any sums received pursuant to the Grantorexercise of the rights provided in SECTIONS 13.4 (a) THROUGH (f) above may, at Bank's option, be deposited in the cash collateral account provided for herein); (fg) Take control in any manner of any rejected, returned, stopped in transit or repossessed goods relating to Accountsany accounts; (gh) Enforce After the occurrence of an Event of Default and at any time thereafter until such time as it has been waived in writing by Bank, enforce payment of and collect any Accountsaccounts, by legal proceedings or otherwise, and for such purpose the Holders Bank may: (1) Demand payment of any Accounts accounts or direct any account debtors to make payment of Accounts accounts directly to the HoldersBank; (2) Receive and collect all monies due or to become due to the Grantor pursuant to the AccountsBorrower; (3) Exercise all of the Grantor’s Borrower's rights and remedies with respect to the collection of Accountsaccounts; (4) Settle, adjust, compromise, extend, renew, discharge or release Accounts in a commercially reasonable mannerthe accounts; (5) Sell or assign Accounts the accounts on such reasonable terms, for such reasonable amounts amount and at such reasonable times as the Holders reasonably deem Bank deems advisable; (6) Prepare, file and sign the Grantor’s Borrower's name or names on any Proof of Claim or similar documents document in any proceeding filed under federal or state bankruptcy, insolvency, reorganization or other similar law as to any account debtor; (7) Prepare, file and sign the Grantor’s Borrower's name or names on any notice Notice of lienLien, claim Claim of mechanic’s lienMechanic's Lien, assignment Assignment or satisfaction Satisfaction of lien Lien or mechanic’s lien Mechanic's Lien or similar document in connection with the Collateral; (8) Endorse the name of the Grantor Borrower upon any chattel papers, documents, instruments, invoices, freight bills, bills of lading or similar documents or agreements relating to Accounts the accounts or goods pertaining to Accounts thereto or upon any checks or other media of payment or evidence evidences of a security interest that may come into the Holders’ Bank's possession; (9) Sign the name or names of the Grantor Borrower to verifications of Accounts accounts and notices of Accounts thereof sent by account debtors to the GrantorBorrower; or (10) Take all other actions that the Holders reasonably deem to be necessary or desirable to protect the Grantor’s Borrower's or Bank's interest in the Accounts. (h) Negotiate accounts. Borrower ratifies and endorse any Document in favor of the Holders or their designees, covering Inventory which constitutes Collateral, and related documents for the purpose of carrying out the provisions of this Agreement and taking any action and executing in the name(s) of Grantor any instrument which the Holders may reasonably deem necessary or advisable to accomplish the purpose hereof. Without limiting the generality of the foregoing, the Collateral Agent shall have the right and power to receive, endorse and collect checks and other orders for the payment of money made payable to the Grantor representing any payment or reimbursement made under, pursuant to or with respect to, the Collateral or any part thereof and to give full discharge to the same. The Grantor does hereby ratify and approve approves all acts of said attorney attorneys and agrees that said attorney attorneys shall not be liable for any acts of commission or omission, nor for any error of judgment or mistake of fact or law, except for said attorney’s own gross negligence or willful misconduct. This power, being coupled with an interest, is irrevocable until the Notes are paid in full (at which time this power shall terminate in full) and the Grantor shall have performed all of its obligations under this Agreementirrevocable. The Grantor further Borrower agrees to use its reasonable efforts to assist the Collateral Agent Bank in the collection and enforcement of the Accounts its accounts and will not to hinder, delay or impede the Holders in any manner Bank in its collection and or enforcement of the Accountssaid accounts.

Actions with Respect to Accounts. The Grantor Company irrevocably makes, constitutes and appoints the Collateral Agent its true and lawful attorney-in-fact with power to sign its name and to take any of the following actions after the occurrence and prior to the cure of an Event of Default, at any time without notice to either Grantor the Company and at the GrantorCompany’s reasonable expense: (a) Verify the validity and amount of, or any other matter relating to, the Collateral by mail, telephone, telegraph or otherwise; (b) Notify all account debtors that the Accounts have been assigned to the Holders and that the Holders have a security interest in the Accounts; (c) Direct all account debtors to make payment of all Accounts directly to the Holders; (d) Take control in any reasonable manner of any cash or non-cash items of payment or proceeds of Accounts; (e) Receive, open and respond to all mail addressed to the Grantor; (f) Take control in any manner of any rejected, returned, stopped in transit or repossessed goods relating to Accounts; (g) Enforce payment of and collect any Accounts, by legal proceedings or otherwise, and for such purpose the Holders Buyers may: (1) Demand payment of any Accounts or direct any account debtors to make payment of Accounts directly to the HoldersBuyers; (2) Receive and collect all monies due or to become due to the Grantor Borrower or the Subsidiary pursuant to the Accounts; (3) Exercise all of the GrantorBorrower’s or the Subsidiary’s rights and remedies with respect to the collection of Accounts; (4) Settle, adjust, compromise, extend, renew, discharge or release Accounts in a commercially reasonable manner; (5) Sell or assign Accounts on such reasonable terms, for such reasonable amounts and at such reasonable times as the Holders Buyers reasonably deem deems advisable; (6) Prepare, file and sign the GrantorBorrower’s or the Subsidiary’s name or names on any Proof of Claim or similar documents in any proceeding filed under federal or state bankruptcy, insolvency, reorganization or other similar law as to any account debtor; (7) Prepare, file and sign the GrantorBorrower’s or the Subsidiary’s name or names on any notice of lien, claim of mechanic’s lien, assignment or satisfaction of lien or mechanic’s lien or similar document in connection with the Collateral; (8) Endorse the name of the Grantor Borrower or the Subsidiary upon any chattel papers, documents, instruments, invoices, freight bills, bills of lading or similar documents or agreements relating to Accounts or goods pertaining to Accounts or upon any checks or other media of payment or evidence of a security interest that may come into the HoldersBuyers’ possession; (9) Sign the name or names of the Grantor Borrower or the Subsidiary to verifications of Accounts and notices of Accounts sent by account debtors to the GrantorBorrower; or (10) Take all other actions that the Holders Buyers reasonably deem deems to be necessary or desirable to protect the GrantorBorrower’s or the Subsidiary’s interest in the Accounts. (h) Negotiate and endorse any Document in favor of the Holders Buyers or their its designees, covering Inventory which constitutes Collateral, and related documents for the purpose of carrying out the provisions of this Agreement and taking any action and executing in the name(s) of Grantor Borrower or the Subsidiary any instrument which the Holders Buyers may reasonably deem necessary or advisable to accomplish the purpose hereof. Without limiting the generality of the foregoing, the Collateral Agent shall have the right and power to receive, endorse and collect checks and other orders for the payment of money made payable to the Grantor Borrower or the Subsidiary representing any payment or reimbursement made under, pursuant to or with respect to, the Collateral or any part thereof and to give full discharge to the same. The Grantor Borrower and each Subsidiary does hereby ratify and approve all acts of said attorney and agrees that said attorney shall not be liable for any acts of commission or omission, nor for any error of judgment or mistake of fact or law, except for said attorney’s own gross negligence or willful misconduct. This power, being coupled with an interest, is irrevocable until the Notes are paid in full (at which time this power shall terminate in full) and the Grantor Borrower and the Subsidiary shall have performed all of its their obligations under this Agreement. The Grantor Borrower and the Subsidiary each further agrees to use its reasonable efforts to assist the Collateral Agent in the collection and enforcement of the Accounts and will not hinder, delay or impede the Holders Buyers in any manner in its collection and enforcement of the Accounts.

Actions with Respect to Accounts. The Each Grantor irrevocably makes, constitutes and appoints the Collateral Agent its true and lawful attorney-in-fact with power to sign its name and to take any of the following actions after the occurrence and prior to the cure of an Event of Default, at any time without notice to either Grantor and at the each Grantor’s reasonable expense, subject to restrictions applicable to the Notes and the Permitted Liens: (a) Verify the validity and amount of, or any other matter relating to, the Collateral by mail, telephone, telegraph or otherwise; (b) Notify all account debtors that the Accounts have been assigned to the Holders Collateral Agent and that the Holders have Collateral Agent has a security interest in the Accounts; (c) Direct all account debtors to make payment of all Accounts directly to the HoldersCollateral Agent; (d) Take control in any reasonable manner of any cash or non-cash items of payment or proceeds of Accounts; (e) Receive, open and respond to all mail addressed to the each Grantor; (f) Take control in any manner of any rejected, returned, stopped in transit or repossessed goods relating to Accounts; (g) Enforce payment of and collect any Accounts, by legal proceedings or otherwise, and for such purpose the Holders Collateral Agent may: (1i) Demand payment of any Accounts or direct any account debtors to make payment of Accounts directly to the HoldersCollateral Agent; (2ii) Receive and collect all monies due or to become due to the each Grantor pursuant to the Accounts; (3iii) Exercise all of the each Grantor’s rights and remedies with respect to the collection of Accounts; (4iv) Settle, adjust, compromise, extend, renew, discharge or release Accounts in a commercially reasonable manner; (5v) Sell or assign Accounts on such reasonable terms, for such reasonable amounts and at such reasonable times as the Holders Collateral Agent reasonably deem deems advisable; (6vi) Prepare, file and sign the each Grantor’s name or names on any Proof of Claim or similar documents in any proceeding filed under federal or state bankruptcy, insolvency, reorganization or other similar law as to any account debtor; (7vii) Prepare, file and sign the each Grantor’s name or names on any notice of lien, claim of mechanic’s lien, assignment or satisfaction of lien or mechanic’s lien or similar document in connection with the Collateral; (8) viii) Endorse the name of the each Grantor upon any chattel papers, documents, instruments, invoices, freight bills, bills of lading or similar documents or agreements relating to Accounts or goods pertaining to Accounts or upon any checks or other media of payment or evidence of a security interest that may come into the Holders’ Collateral Agent’s possession; (9ix) Sign the name or names of the each Grantor to verifications of Accounts and notices of Accounts sent by account debtors to the each Grantor; or (10x) Take all other actions that the Holders Collateral Agent reasonably deem deems to be necessary or desirable to protect the each Grantor’s interest in the Accounts. (h) Negotiate and endorse any Document in favor of the Holders Collateral Agent or their his, her or its designees, covering Inventory which constitutes Collateral, and related documents for the purpose of carrying out the provisions of this Agreement and taking any action and executing in the name(s) of Grantor Borrower any instrument which the Holders Collateral Agent may reasonably deem necessary or advisable to accomplish the purpose hereof. Without limiting the generality of the foregoing, the Collateral Agent shall have the right and power to receive, endorse and collect checks and other orders for the payment of money made payable to the each Grantor representing any payment or reimbursement made under, pursuant to or with respect to, the Collateral or any part thereof and to give full discharge to the same. The Each Grantor does hereby ratify and approve all acts of said attorney and agrees that said attorney shall not be liable for any acts of commission or omission, nor for any error of judgment or mistake of fact or law, except for said attorney’s own gross negligence or willful misconduct. This power, being coupled with an interest, is irrevocable until the Notes are Note is paid in full (at which time this power shall terminate in full) and the each Grantor shall have performed all of its obligations under this Agreement. The Each Grantor further agrees to use its reasonable efforts to assist the Collateral Agent in the collection and enforcement of the Accounts and will not hinder, delay or impede the Holders Collateral Agent in any manner in his, her or its collection and enforcement of the Accounts.

Actions with Respect to Accounts. The Grantor Subject to the Intercreditor Agreement, the Bridge Loan Borrower and the Subsidiary irrevocably makes, constitutes and appoints the Collateral Agent its true and lawful attorney-in-fact with power to sign its name and to take any of the following actions after the occurrence and prior to the cure of an Event of Default, at any time without notice to either Grantor the Bridge Loan Borrower or the Subsidiary and at the GrantorBridge Loan Borrower’s reasonable expense: (a) Verify the validity and amount of, or any other matter relating to, the Collateral by mail, telephone, telegraph or otherwise; (b) Notify all account debtors that the Accounts have been assigned to the Holders Buyers and that the Holders have Buyers has a security interest in the Accounts; (c) Direct all account debtors to make payment of all Accounts directly to the HoldersBuyers; (d) Take control in any reasonable manner of any cash or non-cash items of payment or proceeds of Accounts; (e) Receive, open and respond to dispose of all mail addressed to the GrantorBridge Loan Borrower or the Subsidiary; (f) Take control in any manner of any rejected, returned, stopped in transit or repossessed goods relating to Accounts; (g) Enforce payment of and collect any Accounts, by legal proceedings or otherwise, and for such purpose the Holders Buyers may: (1) Demand payment of any Accounts or direct any account debtors to make payment of Accounts directly to the HoldersBuyers; (2) Receive and collect all monies due or to become due to the Grantor Bridge Loan Borrower or the Subsidiary pursuant to the Accounts; (3) Exercise all of the GrantorBridge Loan Borrower’s or the Subsidiary’s rights and remedies with respect to the collection of Accounts; (4) Settle, adjust, compromise, extend, renew, discharge or release Accounts in a commercially reasonable manner; (5) Sell or assign Accounts on such reasonable terms, for such reasonable amounts and at such reasonable times as the Holders Buyers reasonably deem deems advisable; (6) Prepare, file and sign the GrantorBridge Loan Borrower’s or the Subsidiary’s name or names on any Proof of Claim or similar documents in any proceeding filed under federal or state bankruptcy, insolvency, reorganization or other similar law as to any account debtor; (7) Prepare, file and sign the GrantorBridge Loan Borrower’s or the Subsidiary’s name or names on any notice of lien, claim of mechanic’s lien, assignment or satisfaction of lien or mechanic’s lien or similar document in connection with the Collateral; (8) Endorse the name of the Grantor Bridge Loan Borrower or the Subsidiary upon any chattel papers, documents, instruments, invoices, freight bills, bills of lading or similar documents or agreements relating to Accounts or goods pertaining to Accounts or upon any checks or other media of payment or evidence of a security interest that may come into the Holders’ Buyers possession; (9) Sign the name or names of the Grantor Bridge Loan Borrower or the Subsidiary to verifications of Accounts and notices of Accounts sent by account debtors Bridge Loan ors to the GrantorBridge Loan Borrower or the Subsidiary; or (10) Take all other actions that the Holders Buyers reasonably deem deems to be necessary or desirable to protect the GrantorBridge Loan Borrower’s or the Subsidiary’s interest in the Accounts. (h) Negotiate and endorse any Document in favor of the Holders Buyers or their its designees, covering Inventory which constitutes Collateral, and related documents for the purpose of carrying out the provisions of this Agreement and taking any action and executing in the name(s) of Grantor Bridge Loan Borrower or the Subsidiary any instrument which the Holders Buyers may reasonably deem necessary or advisable to accomplish the purpose hereof. Without limiting the generality of the foregoing, the Collateral Agent shall have the right and power to receive, endorse and collect checks and other orders for the payment of money made payable to the Grantor Bridge Loan Borrower or the Subsidiary representing any payment or reimbursement made under, pursuant to or with respect to, the Collateral or any part thereof and to give full discharge to the same. The Grantor Bridge Loan Borrower and each Subsidiary does hereby ratify and approve all acts of said attorney and agrees that said attorney shall not be liable for any acts of commission or omission, nor for any error of judgment or mistake of fact or law, except for said attorney’s own gross negligence or willful misconduct. This power, being coupled with an interest, is irrevocable until the Notes are paid in full (at which time this power shall terminate in full) and the Grantor Bridge Loan Borrower and the Subsidiary shall have performed all of its their obligations under this Agreement. The Grantor Bridge Loan Borrower and the Subsidiary each further agrees to use its reasonable efforts to assist the Collateral Agent in the collection and enforcement of the Accounts and will not hinder, delay or impede the Holders Buyers in any manner in its collection and enforcement of the Accounts.

Actions with Respect to Accounts. The Grantor Borrower irrevocably makes, constitutes and appoints the Collateral Agent Secured Party its true and lawful attorney-in-fact with power to sign its name and to take any of the following actions at any time after the occurrence and prior to the cure of an Event of Default, at any time without notice to either Grantor the Borrower and at the GrantorBorrower’s reasonable expense: (a) Verify the validity and amount of, or any other matter relating to, the Collateral by mail, telephone, telegraph or otherwise; (b) Notify all account debtors that the Accounts have been assigned to the Holders Secured Party and that the Holders have Secured Party has a security interest in the Accounts; (c) Direct all account debtors to make payment of all Accounts directly to the HoldersSecured Party; (d) Take control in any reasonable manner of any cash or non-cash items of payment or proceeds of Accounts; (e) Receive, open and respond to all mail addressed to the Grantor; (f) Take control in any manner of any rejected, returned, stopped in transit or repossessed goods relating to Accounts; (gf) Enforce payment of and collect any Accounts, by legal proceedings or otherwise, and for such purpose the Holders Secured Party may: (1) Demand payment of any Accounts or direct any account debtors to make payment of Accounts directly to the HoldersSecured Party; (2) Receive and collect all monies due or to become due to the Grantor Borrower pursuant to the Accounts; (3) Exercise all of the GrantorBorrower’s rights and remedies with respect to the collection of Accounts; (4) Settle, adjust, compromise, extend, renew, discharge or release Accounts in a commercially reasonable manner; (5) Sell or assign Accounts on such reasonable terms, for such reasonable amounts and at such reasonable times as the Holders Secured Party reasonably deem deems advisable; (6) Prepare, file and sign the GrantorBorrower’s name or names on any Proof of Claim or similar documents in any proceeding filed under federal or state bankruptcy, insolvency, reorganization or other similar law as to any account debtor; (7) Prepare, file and sign the GrantorBorrower’s name or names on any notice of lien, claim of mechanic’s lien, assignment or satisfaction of lien or mechanic’s lien or similar document in connection with the Collateral; (8) Endorse the name of the Grantor Borrower upon any chattel papers, documents, instruments, invoices, freight bills, bills of lading or similar documents or agreements relating to Accounts or goods pertaining to Accounts or upon any checks or other media of payment or evidence of a security interest that may come into the Holders’ Secured Party’s possession; (9) Sign the name or names of the Grantor Borrower to verifications of Accounts and notices of Accounts sent by account debtors to the GrantorBorrower; or (10) Take all other actions that the Holders Secured Party reasonably deem deems to be necessary or desirable to protect the GrantorBorrower’s interest and Secured Party’s interests in the Accounts. (hg) Negotiate and endorse any Document in favor of the Holders Secured Party or their its designees, covering Inventory which constitutes Collateral, and related documents for the purpose of carrying out the provisions of this Agreement and taking any action and executing in the name(s) of Grantor Borrower any instrument which the Holders Secured Party may reasonably deem necessary or advisable to accomplish the purpose hereof. Without limiting the generality of the foregoing, the Collateral Agent Secured Party shall have the right and power to receive, endorse and collect checks and other orders for the payment of money made payable to the Grantor Borrower representing any payment or reimbursement made under, pursuant to or with respect to, the Collateral or any part thereof and to give full discharge to the same. The Grantor does hereby ratify and approve all acts of said attorney and agrees that said attorney shall not be liable for any acts of commission or omission, nor for any error of judgment or mistake of fact or law, except for said attorney’s own gross negligence or willful misconduct. This power, being coupled with an interest, is irrevocable until the Notes are each Note is paid in full (at which time this power shall terminate in full) and the Grantor Borrower shall have performed all of its obligations under this Agreement. The Grantor Borrower further agrees to use its reasonable best efforts to assist the Collateral Agent Secured Party in the collection and enforcement of the Accounts and will not hinder, delay or impede the Holders Secured Party in any manner in its collection and enforcement of the Accounts.

Actions with Respect to Accounts. The Grantor Borrower irrevocably makes, constitutes and appoints the Collateral Agent Lenders, or any of them, its true and lawful attorney-in-fact with power to sign its name and to take any of the following actions after the occurrence and prior to the cure of an Event of Default, at any time without notice to either Grantor the Borrower and at the Grantor’s reasonable Borrower's expense: (a) Verify the validity and amount of, or any other matter relating to, the Collateral by mail, telephone, telegraph or otherwise; (b) Notify all account debtors that the Accounts have been assigned to the Holders Lenders and that the Holders Lenders have a security interest in the Accounts; (c) Direct all account debtors to make payment of all Accounts directly to the HoldersLenders; (d) Take control in any reasonable manner of any cash or non-cash items of payment or proceeds of Accounts; (e) Receive, open and respond to dispose of all mail addressed to the GrantorBorrower; (f) Take control in any manner of any rejected, returned, stopped in transit or repossessed goods relating to Accounts; (g) Enforce payment of and collect any Accounts, by legal proceedings or otherwise, and for such purpose the Holders Lenders may: (1) Demand payment of any Accounts or direct any account debtors to make payment of Accounts directly to the HoldersLenders; (2) Receive and collect all monies due or to become due to the Grantor Borrower pursuant to the Accounts; (3) Exercise all of the Grantor’s Borrower's rights and remedies with respect to the collection of Accounts; (4) Settle, adjust, compromise, extend, renew, discharge or release Accounts in a commercially reasonable manner; (5) Sell or assign Accounts on such reasonable terms, for such reasonable amounts and at such reasonable times as the Holders Lenders reasonably deem advisable; (6) Prepare, file and sign the Grantor’s Borrower's name or names on any Proof of Claim or similar documents in any proceeding filed under federal or state bankruptcy, insolvency, reorganization or other similar law as to any account debtor; (7) Prepare, file and sign the Grantor’s Borrower's name or names on any notice of lien, claim of mechanic’s 's lien, assignment or satisfaction of lien or mechanic’s 's lien or similar document in connection with the Collateral; (8) Endorse the name of the Grantor Borrower upon any chattel papers, documents, instruments, invoices, freight bills, bills of lading or similar documents or agreements relating to Accounts or goods pertaining to Accounts or upon any checks or other media of payment or evidence of a security interest that may come into the Holders’ Lenders, possession; (9) Sign the name or names of the Grantor Borrower to verifications of Accounts and notices of Accounts sent by account debtors to the GrantorBorrower; or (10) Take all other actions that the Holders Lenders reasonably deem to be necessary or desirable to protect the Grantor’s Borrower's interest in the Accounts. (h) Negotiate and endorse any Document in favor of the Holders Lenders or their designees, covering Inventory including the Leased Inventory, which constitutes Collateral, and related documents for the purpose of carrying out the provisions of this Agreement and taking any action and executing in the name(s) name of Grantor Borrower any instrument which the Holders Lenders may reasonably deem necessary or advisable to accomplish the purpose hereof. Without limiting the generality of the foregoing, the Collateral Agent Lenders shall have the right and power to receive, endorse and collect checks and other orders for the payment of money made payable to the Grantor Borrower representing any payment or reimbursement made under, pursuant to or with respect to, the Collateral or any part thereof and to give full discharge to the same. The Grantor does hereby ratify Borrower ratifies and approve approves all acts of said attorney and agrees that said attorney shall not be liable for any acts of commission or omission, nor for any error of judgment or mistake of fact or law, except for said attorney’s 's own gross negligence or willful misconduct. This power, being coupled with an interest, is irrevocable until the Notes are Debt is paid in full (at which time this power shall terminate in full) and the Grantor Borrower shall have performed all of its obligations under this Agreement. The Grantor Borrower further agrees to use its reasonable efforts to assist the Collateral Agent Lenders in the collection and enforcement of the Accounts and will not hinder, delay or impede the Holders Lenders in any manner in its their collection and enforcement of the Accounts.

Actions with Respect to Accounts. The Grantor Borrowers hereby irrevocably makesmake, constitutes constitute and appoints the Collateral appoint Agent its (and any of Agent's designated officers, employees or agents) as their true and lawful attorney-in-fact fact, with full power of substitution, with power to sign its name and to take any of the following actions actions, (which with respect to (b) through (h) below shall only be taken after the occurrence and prior to the cure of an Event of Default) in its name or the name of Agent, at any time as Agent may determine, without notice to either Grantor Borrowers and at the Grantor’s reasonable Borrowers' expense: (a) Verify the validity and amount of, of or any other matter relating to, to the Collateral or Mortgaged Property by mail, telephone, telegraph telecopy or otherwise; provided that prior to the occurrence of an Event of Default, Agent will not contact individuals concerning amounts due from such individuals to Borrowers; (b) Notify all account debtors that the Accounts Borrowers' accounts have been assigned to the Holders Agent and that the Holders have Agent has a security interest in the Accountstherein; (c) Direct all account debtors to make payment of all Accounts Borrowers' accounts directly to the HoldersAgent and forward invoices directly to such account debtors; (d) Take control in any reasonable manner of any cash or non-cash items of payment or proceeds of Accountssuch accounts; (e) ReceiveNotify the United States Postal Service to change the address for delivery of mail addressed to Borrowers to such address as Agent may designate; (f) Have access to any lockbox or postal boxes into which any Borrower's mail is deposited and receive, open and respond to dispose of all mail addressed to Borrowers; provided that Agent shall turn over to Borrowers all mail not related to the GrantorCollateral or any Borrower's operations; (fg) Take control in any manner of any rejected, returned, stopped in transit or repossessed goods relating to Accountsany accounts; (gh) Enforce payment of and collect any Accountsaccounts, by legal proceedings or otherwise, and for such purpose the Holders Agent may: (1i) Demand payment of any Accounts accounts or direct any account debtors to make payment of Accounts accounts directly to the HoldersAgent; (2ii) Receive and collect all monies due or to become due to the Grantor pursuant to the AccountsBorrowers; (3iii) Exercise all of the Grantor’s Borrowers' rights and remedies with respect to the collection of Accountsaccounts; (4iv) Settle, adjust, compromise, extend, renew, discharge or release Accounts in a commercially reasonable mannerthe accounts; (5v) Sell or assign Accounts the accounts on such reasonable terms, for such reasonable amounts amount and at such reasonable times as the Holders reasonably deem Agent deems advisable; (6vi) Prepare, file and sign the Grantor’s Borrowers' name or names on any Proof of Claim or similar documents document in any proceeding filed under federal or state bankruptcy, insolvency, reorganization or other similar law as to any account debtor; (7vii) Prepare, file and sign the Grantor’s Borrowers' name or names on any notice Notice of lienLien, claim Claim of mechanic’s lienMechanic's Lien, assignment Assignment or satisfaction Satisfaction of lien Lien or mechanic’s lien Mechanic's Lien or similar document in connection with the Collateral; (8) viii) Endorse the name of the Grantor Borrowers upon any chattel papers, documents, instruments, invoices, freight bills, bills of lading or similar documents or agreements relating to Accounts the accounts or goods pertaining to Accounts thereto or upon any checks or other media of payment or evidence evidences of a security interest that may come into the Holders’ Agent's possession; (9ix) Sign the name or names of the Grantor Borrowers to verifications of Accounts accounts and notices of Accounts thereof sent by account debtors to the GrantorBorrowers; or (10x) Take all other actions that the Holders reasonably deem to be necessary or desirable to protect the Grantor’s Borrowers' or Agent's interest in the Accounts. (h) Negotiate and endorse any Document in favor of the Holders or their designees, covering Inventory which constitutes Collateral, and related documents for the purpose of carrying out the provisions of this Agreement and taking any action and executing in the name(s) of Grantor any instrument which the Holders may reasonably deem necessary or advisable to accomplish the purpose hereofaccounts. Without limiting the generality of the foregoing, the Collateral Agent shall have the right and power to receive, endorse and collect checks and other orders for the payment of money made payable to the Grantor representing any payment or reimbursement made under, pursuant to or with respect to, the Collateral or any part thereof and to give full discharge to the same. The Grantor does hereby Borrowers ratify and approve all acts of said attorney attorneys and agrees agree that said attorney attorneys shall not be liable for any acts of commission or omission, nor for any error of judgment or mistake of fact or law, except for said attorney’s own gross negligence or willful misconduct. This power, being coupled with an interest, is irrevocable until the Notes are paid in full (at which time this power shall terminate in full) and the Grantor shall have performed all of its obligations under this Agreementirrevocable. The Grantor further agrees to use its reasonable efforts Borrowers agree to assist the Collateral Agent in the collection and enforcement of the Accounts their accounts and will not to hinder, delay or impede the Holders in any manner Agent in its collection and or enforcement of the Accountssaid accounts.