Common use of Appointment and Powers of Lender Clause in Contracts

Appointment and Powers of Lender. The Guarantor hereby irrevocably constitutes and appoints the Lender and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Guarantor or in the Lender’s own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or useful to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the Guarantor, without notice to or assent by the Guarantor, to do the following: (a) upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State and as fully and completely as though the Lender were the absolute owner thereof for all purposes, and to do, at the Guarantor’s expense, at any time, or from time to time, all acts and things which the Lender deems necessary or useful to protect, preserve or realize upon the Collateral and the Lender’s security interest therein, in order to effect the intent of this Agreement, all no less fully and effectively as the Guarantor might do, including, without limitation, (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, state or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to the Guarantor, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Lender so elects, with a view to causing the liquidation of assets of the issuer of any such securities and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (b) to the extent that the Guarantor’s authorization given in §3 is not sufficient, to file such financing statements with respect hereto, with or without the Guarantor’s signature, or a photocopy of this Agreement in substitution for a financing statement, as the Lender may deem appropriate and to execute in the Guarantor’s name such financing statements and amendments thereto and continuation statements which may require the Guarantor’s signature.

Appointment and Powers of Lender. The Guarantor Borrower hereby irrevocably constitutes and appoints the Lender and any officer or agent thereof, with full power of substitution, as its true and lawful attorneyattorneys-in-fact with full irrevocable power and authority in the place and stead of the Guarantor Borrower or in the Lender’s own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or useful desirable to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the GuarantorBorrower, without notice to or assent by the GuarantorBorrower, to do the following: (a) upon the occurrence and during the continuance of an Event of DefaultDefault beyond the applicable cure period, if any, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State and as fully and completely as though the Lender were the absolute owner thereof for all purposes, and to do, do at the GuarantorBorrower’s expense, at any time, or from time to time, all acts and things which the Lender deems necessary or useful to protect, preserve or realize upon the Collateral and the Lender’s security interest therein, in order to effect the intent of this Agreement, all no less as fully and effectively as the Guarantor Borrower might do, including, without limitation, (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, state federal or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to the GuarantorBorrower, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Lender so elects, with a view to causing the liquidation in a commercially reasonable manner of assets of the issuer of any such securities and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (b) to the extent that the GuarantorBorrower’s authorization given in §Section 3 is not sufficient, to file such financing statements with respect hereto, with or without the GuarantorBorrower’s signature, or a photocopy of this Agreement in substitution for a financing statement, as the Lender may deem appropriate and to execute and/or file in the GuarantorBorrower’s name such financing statements and amendments thereto and continuation statements which may require the GuarantorBorrower’s signature.

Appointment and Powers of Lender. The Guarantor Company hereby irrevocably constitutes and appoints the Lender and any officer or agent thereof, with full power of substitution, as its true and lawful attorneyattorneys-in-fact with full irrevocable power and authority in the place and stead of the Guarantor Company or in the Lender’s 's own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or useful to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the GuarantorCompany, without notice to or assent by the GuarantorCompany, to do the following: (a) upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State or any relevant jurisdiction and as fully and completely as though the Lender were the absolute owner thereof for all purposes, and to do, at the Guarantor’s Company's expense, at any time, or from time to time, all acts and things which the Lender deems necessary or useful to protect, preserve or realize upon the Collateral and the Lender’s 's security interest therein, in order to effect the intent of this Agreement, all no less fully and effectively as the Guarantor Company might do, including, without limitation, (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, state or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to the Guarantor, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Lender so elects, with a view to causing the liquidation of assets of the issuer of any such securities and (iii) including the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (b) to the extent that the GuarantorCompany’s authorization given in §3 is not sufficient, to file such financing statements with respect hereto, with or without the Guarantor’s Company's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Lender may deem appropriate and to execute in the Guarantor’s Company's name such financing statements and amendments thereto and continuation statements which may require the Guarantor’s Company's signature.

Appointment and Powers of Lender. The Guarantor Company hereby irrevocably constitutes and appoints the Lender and any officer or agent thereof, with full power of substitution, as its true and lawful attorneyattorneys-in-fact with full irrevocable power and authority in the place and stead of the Guarantor Company or in the Lender’s own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or useful to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the Guarantor, without notice to or assent by the Guarantor, solely to do the following: (ai) upon the occurrence whenever an Event of Default exists which has not been waived and only during the continuance continuation of an such Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State NYUCC and as fully and completely as though the Lender were was the absolute owner thereof for all purposes, and to do, do at the GuarantorCompany’s expense, at any time, or from time to time, all acts and things which the Lender deems reasonably necessary or useful to protect, preserve or realize upon the Collateral and the Lender’s security interest therein, in order to effect the intent of this Agreement, all no less as fully and effectively as the Guarantor Company might do, including, without limitation, (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, state federal or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, and (ii) upon written notice to the Guarantor, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Lender so elects, with a view to causing the liquidation of assets of the issuer of any such securities and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (bii) to the extent that the GuarantorCompany’s authorization given in §Section 3 is not sufficient, to file such financing statements Financing Statements with respect hereto, with or without the GuarantorCompany’s signature, or a photocopy of this Agreement in substitution for a financing statementFinancing Statement, as the Lender may deem appropriate and to execute in the GuarantorCompany’s name such financing statements Financing Statements and amendments thereto and continuation statements which may require the GuarantorCompany’s signature.

Appointment and Powers of Lender. The Guarantor hereby irrevocably constitutes and appoints the Lender and any officer or agent thereof, with full power of substitution, as its true and lawful attorneyattorneys-in-fact with full irrevocable power and authority in the place and stead of the Guarantor or in the Lender’s own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or useful to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the Guarantor, without notice to or assent by the Guarantor, solely to do the following: (ai) upon the occurrence whenever an Event of Default exists which has not been waived and only during the continuance continuation of an such Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State NYUCC and as fully and completely as though the Lender were was the absolute owner thereof for all purposes, and to do, do at the Guarantor’s expense, at any time, or from time to time, all acts and things which the Lender deems reasonably necessary or useful to protect, preserve or realize upon the Collateral and the Lender’s security interest therein, in order to effect the intent of this Agreement, all no less as fully and effectively as the Guarantor might do, including, without limitation, (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, state federal or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, and (ii) upon written notice to the Guarantor, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Lender so elects, with a view to causing the liquidation of assets of the issuer of any such securities and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (bii) to the extent that the Guarantor’s authorization given in §Section 3 is not sufficient, to file such financing statements Financing Statements with respect hereto, with or without the Guarantor’s signature, or a photocopy of this Agreement in substitution for a financing statementFinancing Statement, as the Lender may deem appropriate and to execute in the Guarantor’s name such financing statements Financing Statements and amendments thereto and continuation statements which may require the Guarantor’s signature.

Appointment and Powers of Lender. The Guarantor Borrower hereby irrevocably constitutes and appoints the Lender and any officer or agent thereof, with full power of substitution, as its true and lawful attorneyattorneys-in-fact with full irrevocable power and authority in the place and stead of the Guarantor Borrower or in the Lender’s own name, for the purpose of carrying out the terms of this Loan Agreement, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or useful to accomplish the purposes of this Loan Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the GuarantorBorrower, without notice to or assent by the GuarantorBorrower, to do the following: (ai) upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State and as fully and completely as though the Lender were the absolute owner thereof for all purposes, and to do, at the GuarantorBorrower’s expense, at any time, or from time to time, all acts and things which the Lender deems necessary or useful to protect, preserve or realize upon the Collateral and the Lender’s security interest therein, in order to effect the intent of this Loan Agreement, all no less at least as fully and effectively as the Guarantor Borrower might do, including, without limitation, (ix) the filing and prosecuting of registration and transfer applications with the appropriate federal, state state, local or local other agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (iiy) upon written notice to the GuarantorBorrower, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Lender so elects, with a view to causing the liquidation of assets of the issuer of any such securities securities, and (iiiz) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (bii) to the extent that the GuarantorBorrower’s authorization given in §3 Section 4 is not sufficient, to file such financing statements with respect hereto, with or without the GuarantorBorrower’s signature, or a photocopy of this Loan Agreement in substitution for a financing statement, as the Lender may deem appropriate and to execute in the GuarantorBorrower’s name such financing statements and amendments thereto and continuation statements which may require the GuarantorBorrower’s signature.

Appointment and Powers of Lender. The Guarantor Grantor hereby irrevocably constitutes and appoints the Lender and any officer or agent thereof, with full power of substitution, as its true and lawful attorneyattorneys-in-fact with full irrevocable power and authority in the place and stead of the Guarantor Grantor or in the Lender’s own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or useful to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the GuarantorGrantor, without notice to or assent by the GuarantorGrantor, to do the following: (ai) upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code UCC of the State and as fully and completely as though the Lender were the absolute owner thereof for all purposesState, and to do, at the GuarantorGrantor’s expense, at any time, or from time to time, all acts and things which the Lender deems necessary or useful to protect, preserve or realize upon the Collateral and the Lender’s security interest therein, in order to effect the intent of this Agreement, all no less fully and effectively as the Guarantor Grantor might do, including, without limitation, (iA) the filing and prosecuting of registration and transfer applications with the appropriate federal, state or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (iiB) upon written notice to the GuarantorGrantor, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Lender so elects, with a view to causing the liquidation of assets of the issuer of any such securities and (iiiC) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (bii) to the extent that the GuarantorGrantor’s authorization given in §3 Section 1 above is not sufficient, to file such financing statements with respect hereto, with or without the GuarantorGrantor’s signature, or a photocopy of this Agreement in substitution for a financing statement, as the Lender may deem appropriate and to execute in the GuarantorGrantor’s name such financing statements and amendments thereto and continuation statements which may require the GuarantorGrantor’s signature.

Appointment and Powers of Lender. The Guarantor Grantor hereby irrevocably constitutes and appoints the Lender as Grantor’s true and any officer or agent thereoflawful attorney, with full power of substitution, as its true at the sole Cost and lawful attorney-in-fact with full irrevocable power and authority in the place and stead Expense of the Guarantor or in the Lender’s own name, Grantor but for the purpose sole benefit of carrying out the terms of this AgreementLender, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or useful to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the Guarantor, without notice to or assent by the Guarantor, to do the following: (a) upon the occurrence and during the continuance of an any unwaived Event of DefaultDefault that is not waived or cured in accordance with Section 15.8 below, generally (i) to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of convert the Collateral in such manner as is consistent with the Uniform Commercial Code of the State and as fully and completely as though the Lender were the absolute owner thereof for all purposes, and to do, at the Guarantor’s expense, at any time, or from time to time, all acts and things which the Lender deems necessary or useful to protect, preserve or realize upon the Collateral and the Lender’s security interest therein, in order to effect the intent of this Agreement, all no less fully and effectively as the Guarantor might dointo cash, including, without limitation, completing the manufacture or processing of work in process, and the sale (ieither public or private) of all or any portion or portions of the filing inventory and prosecuting of registration and transfer applications with the appropriate federal, state or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, other Collateral; (ii) upon written notice to enforce collection of the Collateral, either in its own name or in the name of Grantor, including, without limitation, executing releases or waivers, compromising or settling with any account debtors and prosecuting, defending, compromising or releasing any action relating to the Guarantor, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Lender so elects, with a view to causing the liquidation of assets of the issuer of any such securities and Collateral; (iii) to receive, open and dispose of all mail addressed to Grantor and to take therefrom any remittances or proceeds of Collateral on which Lender has a Lien; (iv) to notify applicable Governmental Authorities (including, without limitation, any postal office) to change the executionaddress for delivery of mail addressed to Grantor to such address as Lender shall designate; (v) to endorse the name of Grantor in favor of Lender upon any and all checks, delivery and recordingdrafts, in connection with any sale or other disposition of any Collateralmoney orders, of the endorsementsnotes, assignments acceptances or other instruments of conveyance the same or transfer with respect different nature; (vi) to such sign and endorse the name of Grantor on and to receive as secured party any of the Collateral, any invoices, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents of title of the same or different nature relating to the Collateral; and (bvii) to sign the extent that name of Grantor on any notice of any account debtors or on verification of the GuarantorCollateral; (viii) if Grantor’s authorization given in §3 this Agreement is not sufficient, to file such financing statements statements, and any such amendments and continuations with respect heretothereto, with or without the GuarantorGrantor’s signature, signature (or a photocopy of this Agreement in substitution for a financing statement, as the Lender may deem appropriate appropriate), and to execute in the GuarantorGrantor’s name on any such financing statements and statements, continuations and/or amendments thereto and continuation statements which may require the GuarantorGrantor’s signature, in order to perfect or protect Lender’s security interests and other Liens; (ix) to file and prosecute registration and transfer applications with the appropriate Governmental Authorities with respect to any Intellectual Property Collateral; and (x) upon written notice to Grantor, to exercise voting rights with respect to voting Equity Interests constituting Collateral, which rights may be exercised, if Lender so elects, with a view toward causing the liquidation of assets of the issuer of any such Equity Interests.

Appointment and Powers of Lender. The Guarantor Company hereby irrevocably constitutes and appoints the Lender and any officer or agent thereof, with full power of substitution, as its true and lawful attorneyattorneys-in-fact with full irrevocable power and authority in the place and stead of the Guarantor Company or in the Lender’s 's own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or useful desirable to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the GuarantorCompany, without notice to or assent by the GuarantorCompany, to do the following: (a) upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State and as fully and completely as though the Lender were the absolute owner thereof for all purposes, and to do, do at the Guarantor’s Company's expense, at any time, or from time to time, all acts and things which the Lender deems necessary or useful to protect, preserve or realize upon the Collateral and the Lender’s 's security interest therein, in order to effect the intent of this Agreement, all no less fully as folly and effectively as the Guarantor Company might do, including, without limitation, (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, state federal or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to the GuarantorCompany, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Lender so elects, with a view to causing the liquidation in a commercially reasonable manner of assets of the issuer of any such securities and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (b) to the extent that the Guarantor’s Company's authorization given in §Section 3 above is not sufficient, to file such financing statements with respect hereto, with or without the Guarantor’s Company's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Lender may deem appropriate and to execute in the Guarantor’s Company's name such financing statements and amendments thereto and continuation statements which may require the Guarantor’s Company's signature.

Appointment and Powers of Lender. The Guarantor Borrower hereby irrevocably constitutes and appoints the Lender and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Guarantor Borrower or in the Lender’s own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or useful to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the GuarantorBorrower, without notice to or assent by the GuarantorBorrower, to do the following: (a) upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State and as fully and completely as though the Lender were the absolute owner thereof for all purposes, and to do, at the GuarantorBorrower’s expense, at any time, or from time to time, all acts and things which the Lender deems necessary or useful to protect, preserve or realize upon the Collateral and the Lender’s security interest therein, in order to effect the intent of this Agreement, all no less fully and effectively as the Guarantor Borrower might do, including, without limitation, (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, state or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to the GuarantorBorrower, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Lender so elects, with a view to causing the liquidation of assets of the issuer of any such securities and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (b) to the extent that the GuarantorBorrower’s authorization given in §3 is not sufficient, to file such financing statements with respect hereto, with or without the GuarantorBorrower’s signature, or a photocopy of this Agreement in substitution for a financing statement, as the Lender may deem appropriate and to execute in the GuarantorBorrower’s name such financing statements and amendments thereto and continuation statements which may require the GuarantorBorrower’s signature.

Appointment and Powers of Lender. The Guarantor Company hereby irrevocably -------------------------------- constitutes and appoints the Lender and any officer or agent thereof, with full power of substitution, as its true and lawful attorneyattorneys-in-fact with full irrevocable power and authority in the place and stead of the Guarantor Company or in the Lender’s 's own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or useful to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the GuarantorCompany, without notice to or assent by the GuarantorCompany, to do the following: (a) upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State and as fully and completely as though the Lender were the absolute owner thereof for all purposes, and to do, at the Guarantor’s Company's expense, at any time, or from time to time, all acts and things which the Lender deems necessary or useful to protect, preserve or realize upon the Collateral and the Lender’s 's security interest therein, in order to effect the intent of this Agreement, all no less fully and effectively as the Guarantor Company might do, including, without limitation, (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, state or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to the GuarantorCompany, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Lender so elects, with a view to causing the liquidation of assets of the issuer of any such securities and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (b) to the extent that the Guarantor’s Company's authorization given in §Section 3 is not sufficient, to file such financing statements with respect hereto, with or without the Guarantor’s Company's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Lender may deem appropriate and to execute in the Guarantor’s Company's name such financing statements and amendments thereto and continuation statements which may require the Guarantor’s Company's signature.

Appointment and Powers of Lender. The Guarantor Grantor hereby irrevocably constitutes and appoints the Lender and any officer or agent thereof, with full power of substitution, as its true and lawful attorneyattorneys-in-fact with full irrevocable power and authority in the place and stead of the Guarantor Grantor or in the Lender’s own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or useful to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the GuarantorGrantor, without notice to or assent by the GuarantorGrantor, to do the following: (ai) upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code UCC of the State and as fully and completely as though the Lender were the absolute owner thereof for all purposes, and to do, at the GuarantorGrantor’s expense, at any time, or from time to time, all acts and things which the Lender deems necessary or useful to protect, preserve or realize upon the Collateral and the Lender’s security interest therein, in order to effect the intent of this Agreement, all no less fully and effectively as the Guarantor Grantor might do, including, without limitation, (iA) the filing and prosecuting of registration and transfer applications with the appropriate federal, state or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (iiB) upon written notice to the GuarantorGrantor, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Lender so elects, with a view to causing the liquidation of assets of the issuer of any such securities and (iiiC) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (bii) to the extent that the GuarantorGrantor’s authorization given in §3 Section 1 above is not sufficient, to file such financing statements with respect hereto, with or without the GuarantorGrantor’s signature, or a photocopy of this Agreement in substitution for a financing statement, as the Lender may deem appropriate and to execute in the GuarantorGrantor’s name such financing statements and amendments thereto and continuation statements which may require the GuarantorGrantor’s signature.

Appointment and Powers of Lender. The Guarantor Debtor hereby irrevocably constitutes and appoints the Lender and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact attorney with full irrevocable power and authority in the place and stead of the Guarantor or in the Lender’s own nameDebtor, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or useful desirable to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the GuarantorDebtor, without notice to or assent by the GuarantorDebtor, to do the following: (a) upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State any applicable law, and as fully and completely as though the Lender were the absolute owner thereof for all purposes, and to do, do at the GuarantorDebtor’s expense, at any time, or from time to time, all acts and things which the Lender deems necessary or useful advisable to protect, preserve or realize upon the Collateral and the Lender’s security interest therein, in order to effect the intent of this Agreement, all no less as fully and effectively as the Guarantor Debtor might do, including, without limitation, (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, state or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to the Guarantor, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Lender so elects, with a view to causing the liquidation of assets of the issuer of any such securities and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (b) to the extent that the GuarantorDebtor’s authorization given in §3 is not sufficient, to file such financing statements with respect hereto, with or without the GuarantorDebtor’s signature, or a photocopy of this Agreement in substitution for a financing statement, as the Lender may deem appropriate and to execute in the GuarantorDebtor’s name such financing statements and amendments thereto and continuation statements which may require the GuarantorDebtor’s signature.

Appointment and Powers of Lender. The Guarantor Borrower hereby irrevocably constitutes and appoints the Lender and any officer or agent thereof, with full power of substitution, as its true and lawful attorneyattorneys-in-fact with full irrevocable power and authority in the place and stead of the Guarantor Borrower or in the Lender’s own name, for the purpose of carrying out the terms of this Security Agreement, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or useful to accomplish the purposes of this Security Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the GuarantorBorrower, without notice to or assent by the GuarantorBorrower, to do the following: (a) : upon the occurrence and during the continuance of a Default or an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State and as fully and completely as though the Lender were the absolute owner thereof for all purposes, and to do, at the GuarantorBorrower’s expense, at any time, or from time to time, all acts and things which the Lender deems necessary or useful to protect, preserve or realize upon the Collateral and the Lender’s security interest therein, in order to effect the intent of this Security Agreement, all no less fully and effectively as the Guarantor Borrower might do, including, without limitation, (i) the filing ; and prosecuting of registration and transfer applications with the appropriate federal, state or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to the Guarantor, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Lender so elects, with a view to causing the liquidation of assets of the issuer of any such securities and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (b) to the extent that the GuarantorBorrower’s authorization given in §3 is not sufficient, to file such financing statements with respect hereto, with or without the GuarantorBorrower’s signaturesignatures, or a photocopy of this Security Agreement in substitution for a financing statement, as the Lender may deem appropriate and to execute in the GuarantorBorrower’s name such financing statements and amendments thereto and continuation statements which may require the GuarantorBorrower’s signature.

Appointment and Powers of Lender. The Guarantor Company hereby irrevocably constitutes and appoints the Lender and any officer or agent thereof, with full power of substitution, as its true and lawful attorneyattorneys-in-fact with full irrevocable power and authority in the place and stead of the Guarantor Company or in the Lender’s 's own name, following the occurrence and continuation of an Event of Default (except as provided in Section 14.1(b) below), for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or useful to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the GuarantorCompany, without notice to or assent by the GuarantorCompany, to do the following: (a) upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State and as fully and completely as though the Lender were the absolute owner thereof for all purposes, and to do, at the Guarantor’s Company's expense, at any time, or from time to time, all acts and things which the Lender deems reasonably determines to be necessary or useful to protect, preserve or realize upon the Collateral and the Lender’s 's security interest therein, in order to effect the intent of this Agreement, all no less fully and effectively as the Guarantor Company might do, including, without limitation, (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, state or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to the GuarantorCompany, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Lender so elects, with a view to causing the liquidation of assets of the issuer of any such securities and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (b) whether or not an Event of Default shall have occurred and be continuing, to the extent that the Guarantor’s Company's authorization given in §Section 3 is not sufficient, to file such financing statements with respect hereto, with or without the Guarantor’s Company's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Lender may deem appropriate and to execute in the Guarantor’s Company's name such financing statements and amendments thereto and continuation statements which may require the Guarantor’s Company's signature.

Appointment and Powers of Lender. The Company and each Guarantor each hereby irrevocably constitutes constitute and appoints appoint the Lender and any officer or agent thereof, with full power of substitution, as its true and lawful attorneyattorneys-in-fact with full irrevocable power and authority in the place and stead of the Company and each Guarantor or in the Lender’s 's own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or useful to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the Company and each Guarantor, without notice to or assent by the Company or any Guarantor, to do the following: (a) upon the occurrence and during the continuance of a Default or an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State or the laws of any applicable foreign jurisdiction and as fully and completely as though the Lender were the absolute owner thereof for all purposes, and to do, at the Guarantor’s Company's and Guarantors' expense, at any time, or from time to time, all acts and things which the Lender deems necessary or useful to protect, preserve or realize upon the Collateral and the Lender’s 's security interest therein, in order to effect the intent of this Agreement, all no less fully and effectively as the Company or any Guarantor might do, including, without limitation, (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, state or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to the Company or the relevant Guarantor, as applicable, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Lender so elects, with a view to causing the liquidation of assets of the issuer of any such securities and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (b) to the extent that the Guarantor’s Company's and Guarantors' authorization given in §section 3 is not sufficient, to file such financing statements with respect hereto, with or without the Company's or any Guarantor’s 's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Lender may deem appropriate and to execute in the Guarantor’s name Company's and the Guarantors' names such financing statements and amendments thereto and continuation statements which may require the Company's or any Guarantor’s 's signature.

Appointment and Powers of Lender. The Guarantor Borrower hereby irrevocably -------------------------------- constitutes and appoints Xxxxx X. Xxxxxxx (or such other person or entity designated by the Lender and any officer or agent thereofLender), with full power of substitution, as its true and lawful attorneyattorneys-in-fact with full irrevocable power and authority in the place and stead of the Guarantor Borrower or in the Lender’s 's own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or useful desirable to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the GuarantorBorrower, without notice to or assent by the GuarantorBorrower, to do the following: (ai) upon the occurrence and during the continuance of an Event of Defaulta default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State state and as fully and completely as though the Lender were the absolute owner thereof for all purposes, and to do, do at the Guarantor’s Borrower's expense, at any time, or from time to time, all acts and things which the Lender deems necessary or useful to protect, preserve or realize upon the Collateral and the Lender’s 's security interest therein, in order to effect the intent of this Agreement, all no less as fully and effectively as the Guarantor Borrower might do, including, without limitation, (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, state or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to the Guarantor, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Lender so elects, with a view to causing the liquidation of assets of the issuer of any such securities and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (bii) to the extent that the Guarantor’s Borrower's authorization given in §?3 is not sufficient, to file such financing statements with respect hereto, with or without the Guarantor’s Borrower's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Lender may deem appropriate and to execute in the Guarantor’s Borrower's name such financing statements and amendments thereto and continuation statements which may require the Guarantor’s Borrower's signature.

Appointment and Powers of Lender. The Guarantor Company hereby irrevocably constitutes and appoints the Lender and any officer or agent thereof, with full power of substitution, as its true and lawful attorneyattorneys-in-fact with full irrevocable power and authority in the place and stead of the Guarantor Company or in the Lender’s own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or useful desirable to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the GuarantorCompany, without notice to or assent by the GuarantorCompany, to do the following: (a) upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State and as fully and completely as though the Lender were the absolute owner thereof for all purposes, and to do, do at the GuarantorCompany’s expense, at any time, or from time to time, all acts and things which the Lender deems necessary or useful to protect, preserve or realize upon the Collateral and the Lender’s security interest therein, in order to effect the intent of this Agreement, all no less as fully and effectively as the Guarantor Company might do, including, without limitation, (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, state federal or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to the GuarantorCompany, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Lender so elects, with a view to causing the liquidation in a commercially reasonable manner of assets of the issuer of any such securities securities, and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (b) to the extent that the GuarantorCompany’s authorization given in §Section 3 is not sufficient, to file such financing statements with respect hereto, with or without the GuarantorCompany’s signature, or a photocopy of this Agreement in substitution for a financing statement, as the Lender may deem appropriate and to execute in the GuarantorCompany’s name such financing statements and amendments thereto and continuation statements which may require the GuarantorCompany’s signature.

Appointment and Powers of Lender. The Guarantor Company hereby irrevocably constitutes and appoints the Lender and any officer or agent thereof, with full power of substitution, as its true and lawful attorneyattorneys-in-fact with full irrevocable power and authority in the place and stead of the Guarantor Company or in the Lender’s 's own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or useful desirable to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the GuarantorCompany, without notice to or assent by the GuarantorCompany, to do the following: (a) upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State and as fully and completely as though the Lender were the absolute owner thereof for all purposes, and to do, do at the Guarantor’s Company's expense, at any time, or from time to time, all acts and things which the Lender deems necessary or useful to protect, preserve or realize upon the Collateral and the Lender’s 's security interest therein, in order to effect the intent of this Agreement, all no less as fully and effectively as the Guarantor Company might do, including, without limitation, (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, state federal or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to the GuarantorCompany, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Lender so elects, with a view to causing the liquidation in a commercially reasonable manner of assets of the issuer of any such securities securities, and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (b) to the extent that the Guarantor’s Company's authorization given in §Section 3 is not sufficient, to file such financing statements with respect hereto, with or without the Guarantor’s Company's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Lender may deem appropriate and to execute in the Guarantor’s Company's name such financing statements and amendments thereto and continuation statements which may require the Guarantor’s Company's signature.

Appointment and Powers of Lender. The Guarantor Debtor hereby irrevocably constitutes and appoints the Lender and any officer or agent thereof, with full power of substitution, as its true and lawful attorneyattorneys-in-fact with full irrevocable power and authority in the place and stead of the Guarantor Debtor or in the Lender’s 's own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or useful to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the GuarantorDebtor, without notice to or assent by the GuarantorDebtor, to do the following: : (ai) upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State and as fully and completely as though the Lender were the absolute owner thereof for all purposes, and to do, at the Guarantor’s Debtor's expense, at any time, or from time to time, all acts and things which the Lender deems necessary or useful advisable to protect, preserve or realize upon the Collateral and the Lender’s 's security interest therein, in order to effect the intent of this Agreement, all no less fully and effectively as the Guarantor Debtor might do, including, without limitation, (iA) the filing and prosecuting of registration and transfer applications with the appropriate federal, state or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processesprocesses constituting Collateral, (iiB) upon written notice to the GuarantorDebtor, the exercise of voting rights with respect to voting securitiessecurities constituting Collateral, which rights may be exercised, if the Lender so elects, with a view to causing the liquidation of assets of the issuer of any such securities and (iiiC) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and and (bii) to the extent that the Guarantor’s Debtor's authorization given in §Section 3 is not sufficient, to file such financing statements with respect hereto, with or without the Guarantor’s Debtor's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Lender may deem reasonably appropriate and to execute in the Guarantor’s Debtor's name such financing statements and amendments thereto and continuation statements which may require the Guarantor’s Debtor's signature.

Appointment and Powers of Lender. The Guarantor Borrower hereby irrevocably constitutes and appoints the Lender and any officer or agent Lender thereof, with full power of substitution, as its true and lawful attorneyattorneys-in-fact with full irrevocable power and authority in the place and stead of the Guarantor Borrower or in the Lender’s 's own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or useful to accomplish the purposes of this Security Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf for the benefit of the GuarantorBorrower, without notice to or assent by the GuarantorBorrower, to do the following: (a) upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of collect upon the Collateral in such manner as is consistent with the Uniform Commercial Code of the State UCC and as fully and completely as though the Lender were the absolute owner thereof for all purposes, and to do, at the Guarantor’s Borrower's expense, at any time, or from time to time, all acts and things which the Lender reasonably deems necessary or useful to protect, preserve or realize collect upon the Collateral and the Lender’s 's security interest therein, in order to effect the intent of this Security Agreement, all no less fully and effectively as the Guarantor Borrower might do, including, without limitation, (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, state or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to the Guarantor, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Lender so elects, with a view to causing the liquidation of assets of the issuer of any such securities and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (b) to the extent that the Guarantor’s Borrower's authorization given in §Section 3 is not sufficient, to file such financing statements with respect heretoto the Collateral, with or without the Guarantor’s Borrower's signature, or a photocopy of this Security Agreement in substitution for a financing statement, as the Lender may reasonably deem appropriate and to execute in the Guarantor’s Borrower's name such financing statements statement and amendments thereto and continuation statements statements, if any, which may require the Guarantor’s Borrower's signature.

Appointment and Powers of Lender. The Guarantor Company hereby irrevocably constitutes and appoints the Lender and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Guarantor Company or in the Lender’s own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments instrument that may be necessary or useful desirable to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the GuarantorCompany, without notice to or assent by the GuarantorCompany, to do the following: (a) upon Upon the occurrence and during the continuance of a Default or an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State and as fully and completely as though the Lender were the absolute owner thereof for all purposes, and to do, do at the GuarantorCompany’s expense, at any time, or from time to time, all acts and things which the Lender deems necessary or useful advisable to protect, preserve or realize upon the Collateral and the Lender’s security interest therein, in order to effect the intent of this Agreement, all no less as fully and effectively as the Guarantor Company might do, including, without limitation, (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, state federal or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to the GuarantorCompany, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Lender so elects, with a view to causing the liquidation in a commercially reasonable manner of assets of the issuer of any such securities and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (b) to To the extent that the GuarantorCompany’s authorization given in §3 is not sufficient, to file such as financing statements with respect hereto, with or without the GuarantorCompany’s signature, or a photocopy of this Agreement in substitution for a financing statement, as the Lender may deem appropriate and to execute in the GuarantorCompany’s name such financing statements and amendments thereto and continuation statements which may require the GuarantorCompany’s signature.

Appointment and Powers of Lender. The Guarantor Borrower hereby irrevocably constitutes and appoints the Lender and any officer or agent thereofthereof for so long as any Obligations remain outstanding, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Guarantor Borrower or in the Lender’s 's own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or useful to accomplish the purposes of this Agreement and, without Agreement. Without limiting the generality of the foregoing, Borrower further hereby gives said attorneys the power and right, on behalf of the GuarantorBorrower, without notice to or assent by the GuarantorBorrower, to do the following: (a) upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State and as fully and completely as though the Lender were the absolute owner thereof for all purposes, and to do, at the Guarantor’s Borrower's expense, at any time, or from time to time, all acts and things which the Lender deems necessary or useful to protect, preserve or realize upon the Collateral and the Lender’s 's security interest therein, in order to effect the intent of this Agreement, all no less fully and effectively as the Guarantor Borrower might do, including, without limitation, (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, state or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to the GuarantorBorrower, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Lender so elects, with a view to causing the liquidation of assets of the issuer of any such securities securities, and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (b) to the extent that the Guarantor’s authorization given in §3 is not sufficient, to file such financing statements with respect hereto, with or without the Guarantor’s signature, or a photocopy of this Agreement in substitution for a financing statement, as the Lender may deem appropriate and to execute in the Guarantor’s name such financing statements and amendments thereto and continuation statements which may require the Guarantor’s signature.

Appointment and Powers of Lender. The Guarantor Company hereby irrevocably constitutes and appoints the Lender and any officer or agent thereof, with full power of substitution, as its true and lawful attorneyattorneys-in-fact with full irrevocable power and authority in the place and stead of the Guarantor Company or in the Lender’s 's own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or useful to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the GuarantorCompany, without notice to or assent by the GuarantorCompany, to do the following: (a) upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State and as fully and completely as though the Lender were the absolute owner thereof for all purposes, and to do, at the Guarantor’s Company's expense, at any time, or from time to time, all acts and things which the Lender deems necessary or useful to protect, preserve or realize upon the Collateral and the Lender’s 's security interest therein, in order to effect the intent of this Agreement, all no less fully and effectively as the Guarantor Company might do, including, without limitation, (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, state or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to the GuarantorCompany, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Lender so elects, with a view to causing the liquidation of assets of the issuer of any such securities and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (b) to the extent that the Guarantor’s Company's authorization given in §Section 3 is not sufficient, to file such financing statements with respect hereto, with or without the Guarantor’s Company's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Lender may deem appropriate and to execute in the Guarantor’s Company's name such financing statements and amendments thereto and continuation statements which may require the Guarantor’s Company's signature.

Appointment and Powers of Lender. The Company and each Guarantor each hereby irrevocably constitutes constitute and appoints appoint the Lender and any officer or agent thereof, with full power of substitution, as its true and lawful attorneyattorneys-in-fact with full irrevocable power and authority in the place and stead of the Company and each Guarantor or in the Lender’s 's own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or useful to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the Company and each Guarantor, without notice to or assent by the Company or any Guarantor, to do the following: (a) upon the occurrence and during the continuance of a Default or an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State or the laws of any applicable foreign jurisdiction and as fully and completely as though the Lender were the absolute owner thereof for all purposes, and to do, at the Guarantor’s Company's and Guarantors' expense, at any time, or from time to time, all acts and things which the Lender deems necessary or useful to protect, preserve or realize upon the Collateral and the Lender’s 's security interest therein, in order to effect the intent of this Agreement, all no less fully and effectively as the Company or any Guarantor might do, including, without limitation, (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, state or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to the Company or the relevant Guarantor, as applicable, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Lender so elects, with a view to causing the liquidation of assets of the issuer of any such securities and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (b) to the extent that the Guarantor’s Company's and Guarantors' authorization given in §3 ss.3 is not sufficient, to file such financing statements with respect hereto, with or without the Company's or any Guarantor’s 's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Lender may deem appropriate and to execute in the Guarantor’s name Company's and the Guarantors' names such financing statements and amendments thereto and continuation statements which may require the Company's or any Guarantor’s 's signature.

Appointment and Powers of Lender. The Guarantor Debtor hereby irrevocably constitutes and appoints the Lender and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Guarantor Debtor or in the Lender’s own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or useful desirable to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the GuarantorDebtor, without notice to or assent by the GuarantorDebtor, to do the following: (a) upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State and any other applicable law, and as fully and completely as though the Lender were the absolute owner thereof for all purposes, and to do, do at the GuarantorDebtor’s expense, at any time, or from time to time, all acts and things which the Lender deems necessary or useful advisable to protect, preserve or realize upon the Collateral and the Lender’s security interest therein, in order to effect the intent of this Agreement, all no less as fully and effectively as the Guarantor Debtor might do, including, without limitation, (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, state or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to the Guarantor, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Lender so elects, with a view to causing the liquidation of assets of the issuer of any such securities and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (b) to the extent that the GuarantorDebtor’s authorization given in §3 is not sufficient, to file such financing statements with respect hereto, with or without the GuarantorDebtor’s signature, or a photocopy of this Agreement in substitution for a financing statement, as the Lender may deem appropriate and to execute in the GuarantorDebtor’s name such financing statements and amendments thereto and continuation statements which may require the GuarantorDebtor’s signature.

Appointment and Powers of Lender. The Guarantor Borrower hereby irrevocably constitutes and appoints the Lender and any officer or agent thereof, with full power of substitution, as its true and lawful attorneyattorneys-in-fact with full irrevocable power and authority in the place and stead of the Guarantor Borrower or in the Lender’s 's own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or useful desirable to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the GuarantorBorrower, without notice to or assent by the GuarantorBorrower, to do the following: (a) upon the occurrence and during the continuance of an Event of DefaultDefault beyond the applicable cure period, if any, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State and as fully and completely as though the Lender were the absolute owner thereof for all purposes, and to do, do at the Guarantor’s Borrower's expense, at any time, or from time to time, all acts and things which the Lender deems necessary or useful to protect, preserve or realize upon the Collateral and the Lender’s 's security interest therein, in order to effect the intent of this Agreement, all no less as fully and effectively as the Guarantor Borrower might do, including, without limitation, (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, state federal or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to the GuarantorBorrower, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Lender so elects, with a view to causing the liquidation in a commercially reasonable manner of assets of the issuer of any such securities and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (b) to the extent that the Guarantor’s Borrower's authorization given in §Section 3 is not sufficient, to file such financing statements with respect hereto, with or without the Guarantor’s Borrower's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Lender may deem appropriate and to execute and/or file in the Guarantor’s Borrower's name such financing statements and amendments thereto and continuation statements which may require the Guarantor’s Borrower's signature.

Appointment and Powers of Lender. The Guarantor Grantor hereby irrevocably constitutes and appoints the Lender and any officer or agent thereof, with full power of substitution, as its true and lawful attorneyattorneys-in-fact with full irrevocable power and authority in the place and stead of the Guarantor Grantor or in the Lender’s own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or useful to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the GuarantorGrantor, without notice to or assent by the GuarantorGrantor, to do the following: (ai) upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code UCC of the State and as fully and completely as though the Lender were the absolute owner thereof for all purposes, and to do, at the GuarantorGrantor’s expense, at any time, or from time to time, all acts and things which the Lender deems necessary or useful to protect, preserve or realize upon the Collateral and the Lender’s security interest therein, in order to effect the intent of this Agreement, all no less fully and effectively as the Guarantor Grantor might do, including, without limitation, (iA) the filing and prosecuting of registration and transfer applications with the appropriate federal, state or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (iiB) upon written notice to the GuarantorGrantor, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Lender so elects, with a view to causing the liquidation of assets of the issuer of any such securities and (iiiC) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such CollateralCollateral and (D) to take any and all appropriate action and to execute any and all documents and instruments that may be necessary to accomplish the purposes of this Agreement; and (bii) to the extent that the GuarantorGrantor’s authorization given in §3 Section 1 above is not sufficient, to file such financing statements with respect hereto, with or without the GuarantorGrantor’s signature, or a photocopy of this Agreement in substitution for a financing statement, as the Lender may deem appropriate and to execute in the GuarantorGrantor’s name such financing statements and amendments thereto and continuation statements which may require the GuarantorGrantor’s signature.

Appointment and Powers of Lender. The Guarantor During the continuance of an Event of Default, the Company hereby irrevocably constitutes and appoints the Lender and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Guarantor Company or in the Lender’s 's own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or useful desirable to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the GuarantorCompany, without notice to or assent by the GuarantorCompany, to do the following: : (a) upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State and as fully and completely as though the Lender were the absolute owner thereof for all purposes, and to do, do at the Guarantor’s Company's expense, at any time, or from time to time, all acts and things which the Lender deems necessary or useful advisable to protect, preserve or realize upon the Collateral and the Lender’s 's security interest therein, in order to effect the intent of this Agreement, all no less as fully and effectively as the Guarantor Company might do, including, without limitation, (i) to receive, open and dispose of all mail addressed to the filing Company and prosecuting to take therefrom any remittances or proceeds of Collateral in which the Lender has a security interest, (ii) to notify Post Office authorities to change the address for delivery of mail addressed to the Company to such address as the Lender shall designate, (iii) to file and prosecute registration and transfer applications with the appropriate federal, state federal or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (iiiv) upon written notice to the GuarantorCompany, the to exercise of voting rights with respect to voting securities, which rights may be exercised, if the Lender so elects, with a view to causing the liquidation in a commercially reasonable manner of assets of the issuer of any such securities and (iiiv) the executionto execute, delivery deliver and recordingrecord, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and and (b) to the extent that the Guarantor’s Company's authorization given in §Section 3 is not sufficient, to file such financing statements and/or motor vehicle security documents with respect hereto, with or without the Guarantor’s Company's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Lender may deem appropriate and to execute in the Guarantor’s Company's name such financing statements, continuation statements and motor vehicle security documents and amendments thereto and continuation statements which may require the Guarantor’s Company's signature.

Appointment and Powers of Lender. The Guarantor Company hereby irrevocably constitutes and appoints the Lender and any officer or agent thereof, with full power of substitution, as its true and lawful attorneyattorneys-in-fact with full irrevocable power and authority in the place and stead of the Guarantor Company or in the Lender’s 's own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or useful to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby xxxxxx gives said attorneys the power and right, on behalf of the GuarantorCompany, without notice to or assent by the GuarantorCompany, to do the following: (a) upon the occurrence and during the continuance of of[ a Default or] an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State or any other relevant jurisdiction and as fully and completely as though the Lender were the absolute owner thereof for all purposes, and to do, at the Guarantor’s Company's expense, at any time, or from time to time, all acts and things which the Lender deems necessary or useful to protect, preserve or realize upon the Collateral and the Lender’s 's security interest therein, in order to effect the intent of this Agreement, all no less fully and effectively as the Guarantor Company might do, including, without limitation, (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, state or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to the GuarantorCompany, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Lender so elects, with a view to causing the liquidation of assets of the issuer of any such securities and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (b) to the extent that the GuarantorCompany’s authorization given in §3 is not sufficient, to file such financing statements with respect hereto, with or without the Guarantor’s Company's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Lender may deem appropriate and to execute in the Guarantor’s Company's name such financing statements and amendments thereto and continuation statements which may require the Guarantor’s Company's signature.

Appointment and Powers of Lender. The Guarantor Borrower hereby irrevocably constitutes and appoints the Lender and any officer or agent thereof, with full power of substitution, as its true and lawful attorneyattorneys-in-fact with full irrevocable power and authority in the place and stead of the Guarantor Borrower or in the Lender’s own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or useful to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the Guarantor, without notice to or assent by the GuarantorBorrower, to do the following: (ai) upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State Florida and as fully and completely as though the Lender were the absolute owner thereof for all purposes, and to do, at the GuarantorBorrower’s expense, at any time, or from time to time, all acts and things which the Lender deems necessary or useful to protect, preserve or realize upon the Collateral and the Lender’s security interest therein, in order to effect the intent of this Agreement, all no less at least as fully and effectively as the Guarantor Borrower might do, including, without limitation, (iA) the filing and prosecuting of registration and transfer applications with the appropriate federal, state state, local or local other agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (iiB) upon written notice to the GuarantorBorrower, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Lender so elects, with a view to causing the liquidation of assets of the issuer of any such securities securities, and (iiiC) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (bii) to the extent that the GuarantorBorrower’s authorization given in §3 Section 3.2 is not sufficient, to file such financing statements with respect hereto, with or without the GuarantorBorrower’s signature, or a photocopy of this Agreement in substitution for a financing statement, as the Lender may deem appropriate and to execute in the GuarantorBorrower’s name such financing statements and amendments thereto and continuation statements which may require the GuarantorBorrower’s signature.

Appointment and Powers of Lender. The Guarantor Borrower hereby irrevocably constitutes and appoints the Lender and any officer or agent thereof, with full power of substitution, as its true and lawful attorneyattorneys-in-fact with full irrevocable power and authority in the place and stead of the Guarantor Borrower or in the Lender’s own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or useful desirable to accomplish the purposes of this Agreement andAgreement; provided, without however, the Lender will not exercise any of the aforementioned rights unless a Default has occurred and is continuing. Without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the GuarantorBorrower, without notice to or assent by the GuarantorBorrower, to do the following: (a) upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State and as fully and completely as though the Lender were the absolute owner thereof for all purposes, and to do, do at the GuarantorBorrower’s expense, at any time, or from time to time, all acts and things which the Lender deems necessary or useful to protect, preserve or realize upon the Collateral and the Lender’s security interest therein, in order to effect the intent of this Agreement, all no less as fully and effectively as the Guarantor Borrower might do, including, without limitation, (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, state federal or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to the GuarantorBorrower, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Lender so elects, with a view to causing the liquidation in a commercially reasonable manner of assets of the issuer of any such securities and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (b) to the extent that the GuarantorBorrower’s authorization given in §Section 3 is not sufficient, to file such financing statements with respect hereto, with or without the GuarantorBorrower’s signature, or a photocopy of this Agreement in substitution for a financing statement, as the Lender may deem appropriate and to execute and/or file in the GuarantorBorrower’s name such financing statements and amendments thereto and continuation statements which may require the GuarantorBorrower’s signature.

Appointment and Powers of Lender. The Guarantor Borrower hereby irrevocably constitutes and appoints the Lender and any officer or agent thereof, with full power of substitution, as its true and lawful attorneyattorneys-in-fact with full irrevocable power and authority in the place and stead of the Guarantor Borrower or in the Lender’s 's own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or useful desirable to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the GuarantorBorrower, without notice to or assent by the GuarantorBorrower, to do the following: (a) upon the occurrence and during the continuance of an Event of DefaultDefault beyond the applicable cure period, if any, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State and as fully and completely as though the Lender were the absolute owner thereof for all purposes, and to do, do at the Guarantor’s Borrower's expense, at any time, or from time to time, all acts and things which the Lender deems necessary or useful to protect, preserve or realize upon the Collateral and the Lender’s 's security interest therein, in order to effect the intent of this Agreement, all no less as fully and effectively as the Guarantor Borrower might do, including, without limitation, (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, state federal or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to the GuarantorBorrower, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Lender so elects, with a view to causing the liquidation in a commercially reasonable manner of assets of the issuer of any such securities and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (b) to the extent that the Guarantor’s Borrower's authorization given in §SECTION 3 is not sufficient, to file such financing statements with respect hereto, with or without the Guarantor’s Borrower's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Lender may deem appropriate and to execute and/or file in the Guarantor’s Borrower's name such financing statements and amendments thereto and continuation statements which may require the Guarantor’s Borrower's signature.

Appointment and Powers of Lender. The Guarantor hereby irrevocably constitutes and appoints the Lender and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Guarantor or in the Lender’s own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or useful to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the Guarantor, without notice to or assent by the Guarantor, to do the following: : (a) upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State and as fully and completely as though the Lender were the absolute owner thereof for all purposes, and to do, at the Guarantor’s expense, at any time, or from time to time, all acts and things which the Lender deems necessary or useful to protect, preserve or realize upon the Collateral and the Lender’s security interest therein, in order to effect the intent of this Agreement, all no less fully and effectively as the Guarantor might do, including, without limitation, (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, state or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to the Guarantor, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Lender so elects, with a view to causing the liquidation of assets of the issuer of any such securities and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and and (b) to the extent that the Guarantor’s authorization given in §3 is not sufficient, to file such financing statements with respect hereto, with or without the Guarantor’s signature, or a photocopy of this Agreement in substitution for a financing statement, as the Lender may deem appropriate and to execute in the Guarantor’s name such financing statements and amendments thereto and continuation statements which may require the Guarantor’s signature.

Appointment and Powers of Lender. The Guarantor Borrower hereby irrevocably constitutes and appoints the Lender and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Guarantor Borrower or in the Lender’s 's own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or useful to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the GuarantorBorrower, without notice to or assent by the GuarantorBorrower, to do the following: (a) upon the occurrence and during the continuance of a Default or an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State UCC and as fully and completely as though the Lender were the absolute owner thereof for all purposes, and to do, at the Guarantor’s Borrower's expense, at any time, or from time to time, all acts and things which the Lender deems necessary or useful to protect, preserve or realize upon the Collateral and the Lender’s 's security interest therein, in order to effect the intent of this Agreement, all no less fully and effectively as the Guarantor Borrower might do, including, without limitation, (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, state or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to the GuarantorBorrower, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Lender so elects, with a view to causing the liquidation of assets of the issuer of any such securities and securities, (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral, (iv) obtaining insurance required to be paid to Lender pursuant to Section 10.2 hereof; (v), demand, collect, xxx for, recover, receive and give acquittance and receipt for moneys due and to become due under or in respect of any of the Collateral; (vi) receive, endorse, and collect any drafts or other instruments, documents and chattel paper in connection with clause (iv) or (v) above; and (vi) to file any claims or take any action or institute any proceedings which Lender may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of Lender with respect to any of the Collateral.; and (b) to the extent that the Guarantor’s Borrower's authorization given in §Section 3 is not sufficient, to file such financing statements with respect hereto, with or without the Guarantor’s Borrower's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Lender may deem appropriate and to execute in the Guarantor’s Borrower's name such financing statements and amendments thereto and continuation statements which may require the Guarantor’s Borrower's signature. (c) If Borrower fails to perform any agreement contained in this Agreement, Lender may itself perform, or cause performance of, such agreement or obligation, and the expenses of Lender incurred in connection therewith shall be payable by Borrower under Section 11.1 hereof.

Appointment and Powers of Lender. The Guarantor Company hereby irrevocably constitutes and appoints the Lender RACC and any officer or agent thereof, with full power of substitution, as its true and lawful attorneyattorneys-in-fact with full irrevocable power and authority in the place and stead of the Guarantor Company or in the Lender’s RACC's own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or useful to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the GuarantorCompany, without notice to or assent by the GuarantorCompany, to do the following: (a) upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State and as fully and completely as though the Lender RACC were the absolute owner thereof for all purposes, and to do, at the Guarantor’s Company's expense, at any time, or from time to time, all acts and things which the Lender RACC deems necessary or useful to protect, preserve or realize upon the Collateral and the Lender’s RACC's security interest therein, in order to effect the intent of this Agreement, all no less fully and effectively as the Guarantor Company might do, including, without limitation, (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, state or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to the GuarantorCompany, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Lender RACC so elects, with a view to causing the liquidation of assets of the issuer of any such securities and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (b) to the extent that the Guarantor’s Company's authorization given in §Section 3 is not sufficient, to file such financing statements with respect hereto, with or without the Guarantor’s Company's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Lender RACC may deem appropriate and to execute in the Guarantor’s Company's name such financing statements and amendments thereto and continuation statements which may require the Guarantor’s Company's signature.

Appointment and Powers of Lender. The Guarantor Borrower hereby irrevocably constitutes and appoints the Lender and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Guarantor Borrower or in the Lender’s own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or useful desirable to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the GuarantorBorrower, without notice to or assent by the GuarantorBorrower, to do the following: (a) upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State and any other applicable law, and as fully and completely as though the Lender were the absolute owner thereof for all purposes, and to do, do at the GuarantorBorrower’s expense, at any time, or from time to time, all acts and things which the Lender deems necessary or useful advisable to protect, preserve or realize upon the Collateral and the Lender’s security interest therein, in order to effect the intent of this Agreement, all no less as fully and effectively as the Guarantor Borrower might do, including, without limitation, (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, state or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to the Guarantor, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Lender so elects, with a view to causing the liquidation of assets of the issuer of any such securities and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (b) to the extent that the GuarantorBorrower’s authorization given in §3 is not sufficient, to file such financing statements with respect hereto, with or without the GuarantorBorrower’s signature, or a photocopy of this Agreement in substitution for a financing statement, as the Lender may deem appropriate and to execute in the GuarantorBorrower’s name such financing statements and amendments thereto and continuation statements which may require the GuarantorBorrower’s signature.

Appointment and Powers of Lender. The Guarantor Borrower hereby irrevocably constitutes and appoints the Lender and any officer or agent thereofCollateral Agent, with full power of substitution, as its true and lawful attorneyattorneys-in-fact with full irrevocable power and authority in the place and stead of the Guarantor Borrower or in the Lender’s 's own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or useful to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the GuarantorBorrower, without notice to or assent by the GuarantorBorrower, to do the following: (a) upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State UCC and as fully and completely as though the Lender were the absolute owner thereof for all purposes, and to do, at the Guarantor’s Borrower's expense, at any time, or from time to time, all acts and things which the Lender Collateral Agent deems necessary or useful to protect, preserve or realize upon the Collateral and the Lender’s 's security interest therein, in order to effect the intent of this Agreement, all no less at least as fully and effectively as the Guarantor Borrower might do, including, without limitation, (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, state state, local or local other agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to the GuarantorBorrower, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Lender Collateral Agent so elects, with a view to causing the liquidation of assets of the issuer of any such securities securities, and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and; (b) to the extent that the Guarantor’s authorization given in §3 is not sufficient, to file such financing statements with respect heretoto the security interests granted in this Agreement or any other Loan Document, with or without the Guarantor’s Borrower's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Lender may deem appropriate and to execute in the Guarantor’s Borrower's name such financing statements and amendments thereto and continuation statements which may require Borrower's signature; (c) to demand payment of the Guarantor’s signatureaccounts; (d) to enforce payment of the accounts by legal proceedings or otherwise; (e) to exercise all of Borrower's rights and remedies with respect to the collection of the accounts; (f) to settle, adjust, compromise, extend or renew the accounts; (g) to settle, adjust or compromise any legal proceedings brought to collect the accounts; (h) to sell or assign the accounts upon such terms, for such amounts and at such time or times as Lender deems advisable; (i) to discharge and release the accounts; (j) to take control, in any manner, of any item of payment or proceeds; (k) to prepare, file and sign Borrower's name on any notice of lien, assignment or satisfaction of lien or similar document in connection with the accounts; (l) to prepare, file and sign Borrower's name on any proof of claim in bankruptcy or similar document against any Account Debtor; (m) to do all acts and things necessary, in Lender's sole discretion, to fulfill Borrower's obligations under this Agreement; and (n) to prepare, file and sign Borrower's name on any notice of lien, assignment or satisfaction of lien or similar document in connection with the accounts.

Appointment and Powers of Lender. The Guarantor Company hereby irrevocably constitutes and appoints the Lender and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Guarantor Company or in the Lender’s 's own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or useful to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the GuarantorCompany, without further notice to or assent by the GuarantorCompany, except as set forth herein to do the following: (a) upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State and as fully and completely as though the Lender were the absolute owner thereof for all purposes, and to do, at the Guarantor’s Company's expense, at any time, or from time to time, all acts and things which the Lender deems necessary or useful to protect, preserve or realize upon the Collateral and the Lender’s 's security interest therein, in order to effect the intent of this Agreement, all no less fully and effectively as the Guarantor Company might do, including, without limitation, (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, state or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to the GuarantorCompany, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Lender so elects, with a view to causing the liquidation of assets of the issuer of any such securities and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (b) to the extent that the Guarantor’s Company's authorization given in §3 is not sufficient, to file such financing statements with respect hereto, with or without the Guarantor’s Company's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Lender may deem appropriate and to execute in the Guarantor’s Company's name such financing statements and amendments thereto and continuation statements which may require the Guarantor’s Company's signature. (c) In the event that any other security interest or lien attaches to the Collateral, other than the security interest to the Lender and liens permitted under the Loan Agreement, the Company hereby grants to Lender a power of attorney to, in the name of the Company, request and to enforce any right of the Company to obtain accountings and information from such other secured party or lienor relating to the obligations secured and collateral securing such security interest or lien, which power, being coupled with an interest, shall not be revocable by the Company. The Company agrees to pay or reimburse Lender upon demand for any charges resulting from such requests for information.