Common use of Appointment and Powers of Secured Party Clause in Contracts

Appointment and Powers of Secured Party. Pledgor hereby irrevocably constitutes and appoints Secured Party and any director, officer or agent thereof, with full power of substitution, as its true and lawful attorneys-in-fact with full irrevocable power and authority in the place and stead of Pledgor or in Secured Party'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 desirable to accomplish the purposes of this Agreement and any agreement entered into pursuant to the terms hereof (including, without limitation, the Deposit Account Control Agreements) and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of Pledgor, without notice to or assent by Pledgor, to do the following: (a) upon the occurrence and during the continuance of an Enforcement Event (and in accordance with clauses 9 and 10 of the STID), and at the expense of Pledgor, generally to sell, transfer, pledge, license, lease, otherwise dispose of, make any agreement with respect to or otherwise deal with any of the Collateral in such manner as is consistent with the NYUCC and as fully and completely as though Secured Party were the absolute owner thereof for all purposes, and to do at Pledgor's expense, at any time, or from time to time, all acts and things that Secured Party deems necessary to protect, preserve or realize upon the Collateral and the Security Interest therein, in order to effect the intent of this Agreement, all as fully and effectively as Pledgor might do, including, without limitation: (i) making, settling and adjusting claims in respect of Collateral under policies of insurance, endorsing the name of such Pledgor on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect thereto; (ii) filing and prosecuting registration and transfer applications with the appropriate federal or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes; (iii) upon written notice to Pledgor, exercising voting rights with respect to voting securities, which rights may be exercised, if Secured Party so elects, with a view to causing the liquidation in a commercially reasonable manner of assets of the issuer of any such securities; and (iv) executing, delivering 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 Pledgor's authorization given in Section 3 is not sufficient to file such financing statements with respect hereto, with or without Pledgor's signature, or a photocopy of this Agreement in substitution for a financing statement, as Secured Party may deem appropriate and to execute in Pledgor's name such financing statements and amendments thereto and continuation statements that may require Pledgor's signature.

Appointment and Powers of Secured Party. Pledgor The Debtor hereby irrevocably constitutes and appoints the Secured Party and any director, officer or agent thereof, with full power of substitution, as its true and lawful attorneys-in-fact with full irrevocable power and authority in the place and stead of Pledgor the Debtor or in the Secured Party'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 desirable useful to accomplish the purposes of this Agreement and any agreement entered into pursuant to the terms hereof (including, without limitation, the Deposit Account Control Agreements) and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of Pledgorthe Debtor, without notice to or assent by Pledgorthe Debtor, to do the following: (a) upon the occurrence and during the continuance of an Enforcement Event (and in accordance with clauses 9 and 10 of the STID), and at the expense of PledgorDefault, generally to sell, transfer, pledge, license, lease, otherwise dispose of, 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 NYUCC Uniform Commercial Code of the State and as fully and completely as though the Secured Party were the absolute owner thereof for all purposes, and to do do, at Pledgor's the Debtor’s expense, at any time, or from time to time, all acts and things that which the Secured Party deems necessary or useful to protect, preserve or realize upon the Collateral and the Security Interest Secured Party’s security interest therein, in order to effect the intent of this Agreement, all at least as fully and effectively as Pledgor the Debtor might do, including, without limitation: , (i) making, settling and adjusting claims in respect of Collateral under policies of insurance, endorsing the name of such Pledgor on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect thereto; (ii) filing and prosecuting of registration and transfer applications with the appropriate federal federal, state, local or local other agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes; , (iiiii) upon written notice to Pledgorthe Debtor, exercising the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Secured Party so elects, with a view to causing the liquidation in a commercially reasonable manner of assets of the issuer of any such securities; , and (iviii) executingthe execution, delivering 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 Pledgor's the Debtor’s authorization given in Section 3 is not sufficient sufficient, to file such financing statements with respect hereto, with or without Pledgor's the Debtor’s signature, or a photocopy of this Agreement in substitution for a financing statement, as the Secured Party may deem appropriate and to execute in Pledgor's the Debtor’s name such financing statements and amendments thereto and continuation statements that which may require Pledgor's the Debtor’s signature.

Appointment and Powers of Secured Party. Pledgor The Debtor hereby irrevocably constitutes and appoints the Secured Party and any director, officer or agent thereof, with full power of substitution, as its true and lawful attorneys-in-fact with full irrevocable power and authority in the place and stead of Pledgor the Debtor or in the Secured Party'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 desirable useful to accomplish the purposes of this Agreement and any agreement entered into pursuant to the terms hereof (including, without limitation, the Deposit Account Control Agreements) and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of Pledgorthe Debtor, without notice to or assent by Pledgorthe Debtor, to do the following: (a) upon the occurrence and during the continuance of a Default or an Enforcement Event (and in accordance with clauses 9 and 10 of the STID), and at the expense of PledgorDefault, generally to sell, transfer, pledge, license, lease, otherwise dispose of, 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 NYUCC Uniform Commercial Code of the State and as fully and completely as though the Secured Party were the absolute owner thereof for all purposes, and to do do, at Pledgorthe Debtor's expense, at any time, or from time to time, all acts and things that which the Secured Party deems necessary or useful to protect, preserve or realize upon the Collateral and the Security Interest Secured Party's security interest therein, in order to effect the intent of this Agreement, all at least as fully and effectively as Pledgor the Debtor might do, including, without limitation: , (i) making, settling and adjusting claims in respect of Collateral under policies of insurance, endorsing the name of such Pledgor on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect thereto; (ii) filing and prosecuting of registration and transfer applications with the appropriate federal federal, state, local or local other agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes; , (iiiii) upon written notice to Pledgorthe Debtor, exercising the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Secured Party so elects, with a view to causing the liquidation in a commercially reasonable manner of assets of the issuer of any such securities; , and (iviii) executingthe execution, delivering 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 Pledgorthe Debtor's authorization given in Section 3 is not sufficient sufficient, to file such financing statements with respect hereto, with or without Pledgorthe Debtor's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Secured Party may deem appropriate and to execute in Pledgorthe Debtor's name such financing statements and amendments thereto and continuation statements that which may require Pledgorthe Debtor's signature.

Appointment and Powers of Secured Party. Pledgor The Debtor hereby irrevocably constitutes and appoints the Secured Party and any director, officer or agent thereof, with full power of substitution, as its true and lawful attorneys-in-fact with full irrevocable power and authority in the place and stead of Pledgor the Debtor or in the Secured Party'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 desirable useful to accomplish the purposes of this Agreement and any agreement entered into pursuant to the terms hereof (including, without limitation, the Deposit Account Control Agreements) and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of Pledgorthe Debtor, without notice to or assent by Pledgorthe Debtor, to do the following: (a) upon the occurrence and during the continuance of an Enforcement Event (and in accordance with clauses 9 and 10 of the STID), and at the expense of PledgorDefault, generally to sell, transfer, pledge, license, lease, otherwise dispose of, 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 NYUCC Uniform Commercial Code of the State and as fully and completely as though the Secured Party were the absolute owner thereof for all purposes, and to do do, at Pledgorthe Debtor's expense, at any time, or from time to time, all acts and things that which the Secured Party deems necessary or useful to protect, preserve or realize upon the Collateral and the Security Interest Secured Party's security interest therein, in order to effect the intent of this Agreement, all at least as fully and effectively as Pledgor the Debtor might do, including, without limitation: , (i) making, settling and adjusting claims in respect of Collateral under policies of insurance, endorsing the name of such Pledgor on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect thereto; (ii) filing and prosecuting of registration and transfer applications with the appropriate federal federal, state, local or local other agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes; , (iiiii) upon written notice to Pledgorthe Debtor, exercising the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Secured Party so elects, with a view to causing the liquidation in a commercially reasonable manner of assets of the issuer of any such securities; , and (iviii) executingthe execution, delivering 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 Pledgorthe Debtor's authorization given in Section 3 is not sufficient sufficient, to file such financing statements with respect hereto, with or without Pledgorthe Debtor's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Secured Party may deem appropriate and to execute in Pledgorthe Debtor's name such financing statements and amendments thereto and continuation statements that which may require Pledgorthe Debtor's signature.

Appointment and Powers of Secured Party. Pledgor The Company hereby irrevocably constitutes and appoints Secured Party SECURED PARTY and any director, officer or agent thereof, with full power of substitution, as its true and lawful attorneys-in-fact with full irrevocable power and authority in the place and stead of Pledgor the Company or in Secured PartySECURED PARTY'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 desirable to accomplish the purposes of this Agreement and any agreement entered into pursuant to the terms hereof (including, without limitation, the Deposit Account Control Agreements) and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of Pledgorthe Company, without notice to or assent by Pledgorthe Company, to do the following: (a) upon the occurrence and during the continuance of an Enforcement Event (and in accordance with clauses 9 and 10 of the STID), and at the expense of PledgorDefault, generally to sell, transfer, pledge, license, lease, otherwise dispose of, make any agreement with respect to or otherwise deal with any of the Collateral in such manner as is consistent with the NYUCC NY UCC, as may be applicable, and as fully and completely as though Secured Party SECURED PARTY were the absolute owner thereof for all purposes, and to do at Pledgorthe Company's expense, at any time, or from time to time, all acts and things that Secured Party which SECURED PARTY deems necessary to protect, preserve or realize upon the Collateral and the Security Interest SECURED PARTY's security interest therein, in order to effect the intent of this Agreement, all as fully and effectively as Pledgor the Company might do, including, without limitation: , (i) making, settling and adjusting claims in respect of Collateral under policies of insurance, endorsing the name of such Pledgor on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect thereto; (ii) filing and prosecuting of registration and transfer applications with the appropriate federal or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes; , (iiiii) upon written notice to Pledgorthe Company, exercising the exercise of voting rights with respect to voting securities, which rights may be exercised, if Secured Party SECURED PARTY 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 (iviii) executingthe execution, delivering 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 Pledgor's authorization given in Section 3 is not sufficient to file such financing statements with respect hereto, with or without Pledgorthe Company's signature, or a photocopy of this Agreement in substitution for a financing statement, as Secured Party SECURED PARTY may deem appropriate and to execute in Pledgorthe Company's name such financing statements and amendments thereto and continuation statements that which may require Pledgorthe Company's signature.

Appointment and Powers of Secured Party. Pledgor Debtor hereby irrevocably constitutes and appoints Secured Party and any director, officer or agent thereof, with full power of substitution, as its true and lawful attorneys-in-fact with full irrevocable power and authority in the place and stead of Pledgor Debtor or in Secured Party'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 desirable useful to accomplish the purposes of this Agreement and any agreement entered into pursuant to the terms hereof (including, without limitation, the Deposit Account Control Agreements) and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of PledgorDebtor, without notice to or assent by PledgorDebtor, to do the following: (a) upon the occurrence and during the continuance of an Enforcement Event (and in accordance with clauses 9 and 10 of the STID), and at the expense of PledgorDefault, generally to sell, transfer, pledge, license, lease, otherwise dispose of, 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 NYUCC Uniform Commercial Code and as fully and completely as though Secured Party were the absolute owner thereof for all purposes, and to do do, at Pledgor's Debtor’s expense, at any time, or from time to time, all acts and things that which Secured Party deems necessary or useful to protect, preserve or realize upon the Collateral and the Security Interest Secured Party’s security interest therein, in order to effect the intent of this Agreement, all at least as fully and effectively as Pledgor Debtor might do, including, without limitation: , (i) making, settling and adjusting claims in respect of Collateral under policies of insurance, endorsing the name of such Pledgor on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect thereto; (ii) filing and prosecuting of registration and transfer applications with the appropriate federal federal, state, local or local other agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes; , (iiiii) upon written notice to PledgorDebtor, exercising the exercise of voting rights with respect to voting securities, which rights may be exercised, if Secured Party so elects, with a view to causing the liquidation in a commercially reasonable manner of assets of the issuer of any such securities; , and (iviii) executingthe execution, delivering 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 Pledgor's Debtor’s authorization given in Section 3 is not sufficient sufficient, to file such financing statements with respect hereto, with or without Pledgor's signature, or a photocopy of this Agreement in substitution for a financing statement, hereto as Secured Party may deem appropriate and to execute in Pledgor's name such financing statements and amendments thereto and continuation statements that may require Pledgor's signatureappropriate.

Appointment and Powers of Secured Party. Pledgor The Debtor hereby irrevocably constitutes and appoints the Secured Party and any director, officer or agent thereof, with full power of substitution, as its true and lawful attorneys-in-fact with full irrevocable power and authority in the place and stead of Pledgor the Debtor or in the Secured Party'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 desirable to accomplish the purposes of this Agreement and any agreement entered into pursuant to the terms hereof (including, without limitation, the Deposit Account Control Agreements) and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of Pledgorthe Debtor, without notice to or assent by Pledgorthe Debtor, to do the following: (a) upon XIII.1.1.1 Upon the occurrence and during the continuance of an Enforcement Event (and in accordance with clauses 9 and 10 of the STID), and at the expense of PledgorDefault, generally to sell, transfer, pledge, license, lease, otherwise dispose of, make any agreement with respect to or otherwise deal with any of the Collateral in such manner as is consistent with the NYUCC Uniform Commercial Code and as fully and completely as though the Secured Party were the absolute owner thereof for all purposes, and to do at Pledgorthe Debtor's expense, at any time, or from time to time, all acts and things that which the Secured Party deems necessary to protect, preserve or realize upon the Collateral and the Security Interest Secured Party's security interest therein, in order to effect the intent of this Agreement, all as fully and effectively as Pledgor the Debtor might do, including, without limitation: , (i) making, settling and adjusting claims in respect of Collateral under policies of insurance, endorsing the name of such Pledgor on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect thereto; (ii) filing and prosecuting of registration and transfer applications with the appropriate federal or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes; , (iiiii) upon written notice to Pledgorthe Debtor, exercising the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Secured Party 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 (iviii) executingthe execution, delivering 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 XIII.1.1.2 To the extent that Pledgorthe Debtor's authorization given in Section 3 ARTICLE III is not sufficient sufficient, to file such financing statements with respect hereto, with or without Pledgorthe Debtor's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Secured Party may deem appropriate and to execute in Pledgorthe Debtor's name such financing statements and amendments thereto and continuation statements that which may require Pledgorthe Debtor's signature.

Appointment and Powers of Secured Party. Pledgor The Debtors hereby irrevocably constitutes constitute and appoints appoint the Secured Party and any director, officer or agent thereof, with full power of substitution, as its true and lawful attorneys-in-fact with full irrevocable power and authority in the place and stead of Pledgor the Debtors or in the Secured Party'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 desirable useful to accomplish the purposes of this Agreement and any agreement entered into pursuant to the terms hereof (including, without limitation, the Deposit Account Control Agreements) and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of Pledgorthe Debtors, without notice to or assent by Pledgorthe Debtors, to do the following: (a) upon the occurrence and during the continuance of an Enforcement Event (and in accordance with clauses 9 and 10 of the STID), and at the expense of Pledgora Default, generally to sell, transfer, pledge, license, lease, otherwise dispose of, 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 NYUCC Uniform Commercial Code of the State and as fully and completely as though the Secured Party were the absolute owner thereof for all purposes, and to do do, at Pledgor's the Debtors' expense, at any time, or from time to time, all acts and things that which the Secured Party deems necessary or useful to protect, preserve or realize upon the Collateral and the Security Interest Secured Party's security interest therein, in order to effect the intent of this Agreement, all at least as fully and effectively as Pledgor the Debtors might do, including, without limitation: , (i) making, settling and adjusting claims in respect of Collateral under policies of insurance, endorsing the name of such Pledgor on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect thereto; (ii) filing and prosecuting of registration and transfer applications with the appropriate federal federal, state, local or local other agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes; , (iiiii) upon written notice to Pledgorthe Debtors, exercising the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Secured Party so elects, with a view to causing the liquidation in a commercially reasonable manner of assets of the issuer of any such securities; , and (iviii) executingthe execution, delivering 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 Pledgor's the Debtors' authorization given in Section 3 Sec.3 is not sufficient sufficient, to file such financing statements with respect hereto, with or without Pledgor's the Debtors' signature, or a photocopy of this Agreement in substitution for a financing statement, as the Secured Party may deem appropriate and to execute in Pledgor's the Debtors' name such financing statements and amendments thereto and continuation statements that which may require Pledgor's the Debtors' signature.

Appointment and Powers of Secured Party. Pledgor Debtor hereby irrevocably constitutes and appoints Secured Party and any director, officer or agent thereof, with full power of substitution, as its true and lawful attorneys-in-fact with full irrevocable power and authority in the place and stead of Pledgor Debtor or in Secured Party'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 desirable useful to accomplish the purposes of this Agreement and any agreement entered into pursuant to the terms hereof (including, without limitation, the Deposit Account Control Agreements) and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of PledgorDebtor, without notice to or assent by PledgorDebtor, to do the following: (a) upon the occurrence and during the continuance of an Enforcement Event (and in accordance with clauses 9 and 10 of the STID), and at the expense of PledgorDefault, generally to sell, transfer, pledge, license, lease, otherwise dispose of, 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 NYUCC Uniform Commercial Code of the State and as fully and completely as though Secured Party were the absolute owner thereof for all purposes, and to do do, at Pledgor's Debtor’s expense, at any time, or from time to time, all acts and things that which Secured Party deems necessary or useful to protect, preserve or realize upon the Collateral and the Security Interest Secured Party’s security interest therein, in order to effect the intent of this Agreement, all at least as fully and effectively as Pledgor Debtor might do, do including, without limitation: , (i) making, settling and adjusting claims in respect of Collateral under policies of insurance, endorsing the name of such Pledgor on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect thereto; (ii) filing and prosecuting of registration and transfer applications with the appropriate federal federal, state, local or local other agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes; , (iiiii) upon written notice to PledgorDebtor, exercising the exercise of voting rights with respect to voting securities, which rights may be exercised, if Secured Party 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 (iviii) executingthe execution, delivering 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 Pledgor's Debtor’s authorization given in Section 3 is not sufficient sufficient, to file such financing statements with respect hereto, with or without Pledgor's Debtor’s signature, or a photocopy of this Agreement in substitution for a financing statement, as Secured Party may deem appropriate and to execute in Pledgor's Debtor’s name such financing statements and amendments thereto and continuation statements that which may require Pledgor's Debtor’s signature.

Appointment and Powers of Secured Party. Pledgor The Debtor hereby irrevocably constitutes and appoints the Secured Party and any director, officer or agent thereof, with full power of substitution, as its true and lawful attorneys-in-fact with full irrevocable power and authority in the place and stead of Pledgor the Debtor or in the Secured Party'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 desirable useful to accomplish the purposes of this Agreement and any agreement entered into pursuant to the terms hereof (including, without limitation, the Deposit Account Control Agreements) and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of Pledgorthe Debtor, without notice to or assent by Pledgorthe Debtor, to do the following: (a) upon the occurrence and during the continuance of an Enforcement Event (and in accordance with clauses 9 and 10 of the STID), and at the expense of PledgorDefault, generally to sell, transfer, pledge, license, lease, otherwise dispose of, 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 NYUCC Uniform Commercial Code of the State and as fully and completely as though the Secured Party were the absolute owner thereof for all purposes, and to do do, at Pledgor's the Debtor’s expense, at any time, or from time to time, all acts and things that which the Secured Party deems necessary or useful to protect, preserve or realize upon the Collateral and the Security Interest Secured Party’s security interest therein, in order to effect the intent of this Agreement, all at least as fully and effectively as Pledgor the Debtor might do, including, without limitation: , (i) making, settling and adjusting claims in respect of Collateral under policies of insurance, endorsing the name of such Pledgor on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect thereto; (ii) filing and prosecuting of registration and transfer applications with the appropriate federal federal, state, local or local other agencies or authorities with respect to trademarks, copyrights copyrights, and patentable inventions and processes; , (iiiii) upon written notice to Pledgorthe Debtor, exercising the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Secured Party so elects, with a view to causing the liquidation in a commercially reasonable manner of assets of the issuer of any such securities; , and (iviii) executingthe execution, delivering 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 Pledgor's the Debtor’s authorization given in Section 3 is not sufficient sufficient, to file such financing statements with respect hereto, with or without Pledgor's the Debtor’s signature, or a photocopy of this Agreement in substitution for a financing statement, as the Secured Party may deem appropriate and to execute in Pledgor's the Debtor’s name such financing statements and amendments thereto and continuation statements that which may require Pledgor's the Debtor’s signature.

Appointment and Powers of Secured Party. Pledgor The Debtor hereby irrevocably constitutes and appoints the Secured Party Party, and any director, officer or agent thereofof the Secured Party, with full power of substitution, as its true and lawful attorneysattorney-in-fact with full irrevocable power and authority in the place and stead of Pledgor the Debtor or in Secured Partysuch Person'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 desirable useful to accomplish the purposes of this Agreement and any agreement entered into pursuant to the terms hereof (including, without limitation, the Deposit Account Control Agreements) and, without limiting the generality of the foregoing, hereby gives said attorneys attorney the power and right, on behalf of Pledgorthe Debtor, without notice to or assent by Pledgorthe Debtor, to do the following: : (ai) upon the occurrence and during the continuance of an Enforcement Event (and in accordance with clauses 9 and 10 of the STID), and at the expense of PledgorDefault, generally to sell, transfer, pledge, license, lease, otherwise dispose of, 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 NYUCC UCC and as fully and completely as though the Secured Party were the absolute owner thereof for all purposes, and to do do, at Pledgorthe Debtor's expense, at any time, or from time to time, all acts and things that which the Secured Party deems necessary or advisable to protect, preserve or realize upon the Collateral and the Security Interest Secured Party's security interest therein, in order to effect the intent of this Agreement, all as no less fully and effectively as Pledgor such Debtor might do, including, without limitation: , (iA) making, settling and adjusting claims in respect of Collateral under policies of insurance, endorsing the name of such Pledgor on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect thereto; (ii) filing and prosecuting of registration and transfer applications with the appropriate federal federal, state or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes; , (iiiB) upon written notice to Pledgorthe Debtor, exercising the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Secured Party 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 (ivC) executingthe execution, delivering 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 Pledgorthe Debtor's authorization given in Section 3 is not sufficient sufficient, to file such financing statements with respect hereto, with or without Pledgorthe Debtor's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Secured Party may deem appropriate and to execute in Pledgorthe Debtor's name such financing statements and amendments thereto and continuation statements that which may require Pledgorthe Debtor's signature.

Appointment and Powers of Secured Party. Pledgor Debtor hereby irrevocably constitutes and appoints the Secured Party and any director, officer or agent thereof, with full power of substitution, as its true and lawful attorneys-inattorneys -in-fact with full irrevocable power and authority in the place and stead of Pledgor Debtor or in the Secured Party'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 desirable to accomplish the purposes of this Agreement and any agreement entered into pursuant to the terms hereof (including, without limitation, the Deposit Account Control Agreements) and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of PledgorDebtor, without notice to or assent by PledgorDebtor, to do the following: (a) upon the occurrence and during the continuance of an Enforcement Event (and in accordance with clauses 9 and 10 of the STID), and at the expense of PledgorDefault, generally to sell, transfer, pledge, license, lease, otherwise dispose of, make any agreement with respect to or otherwise deal with any of the Collateral in such manner as is consistent with the NYUCC Uniform Commercial Code of the State and as fully and completely as though the Secured Party were the absolute owner thereof for all purposes, and to do at PledgorDebtor's expense, at any time, or from time to time, all acts and things that which the Secured Party deems necessary to protect, preserve or realize upon the Collateral and the Security Interest Secured Party's security interest therein, in order to effect the intent of this Agreement, all as fully and effectively as Pledgor Debtor might do, including, without limitation: , (i) making, settling and adjusting claims in respect of Collateral under policies of insurance, endorsing the name of such Pledgor on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect thereto; (ii) filing and prosecuting of registration and transfer applications with the appropriate federal or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes; , (iiiii) upon written notice to PledgorDebtor, exercising the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Secured Party 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 (iviii) executingthe execution, delivering 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 PledgorDebtor's authorization given in Section 3 is not sufficient sufficient, to file such financing statements with respect hereto, with 10 or without PledgorDebtor's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Secured Party may deem appropriate and to execute in PledgorDebtor's name such financing statements and amendments thereto and continuation statements that which may require PledgorDebtor's signature.

Appointment and Powers of Secured Party. Pledgor The Debtor hereby irrevocably constitutes and appoints the Secured Party and any director, officer or agent thereof, with full power of substitution, as its true and lawful attorneys-in-fact with full irrevocable power and authority in the place and stead of Pledgor the Debtor or in the Secured Party'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 desirable useful to accomplish the purposes of this Agreement and any agreement entered into pursuant to the terms hereof (including, without limitation, the Deposit Account Control Agreements) and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of Pledgorthe Debtor, without notice to or assent by Pledgorthe Debtor, to do the following: (a) upon the occurrence and during the continuance of an Enforcement Event (and in accordance with clauses 9 and 10 of the STID), and at the expense of Pledgora Default, generally to sell, transfer, pledge, license, lease, otherwise dispose of, 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 NYUCC Uniform Commercial Code of the State and as fully and completely as though the Secured Party were the absolute owner thereof for all purposes, and to do do, at Pledgorthe Debtor's expense, at any time, or from time to time, all acts and things that which the Secured Party deems necessary or useful to protect, preserve or realize upon the Collateral and the Security Interest Secured Party's security interest therein, in order to effect the intent of this Agreement, all at least as fully and effectively as Pledgor the Debtor might do, including, without limitation: , (i) making, settling and adjusting claims in respect of Collateral under policies of insurance, endorsing the name of such Pledgor on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect thereto; (ii) filing and prosecuting of registration and transfer applications with the appropriate federal federal, state, local or local other agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes; , (iiiii) upon written notice to Pledgorthe Debtor, exercising the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Secured Party so elects, with a view to causing the liquidation in a commercially reasonable manner of assets of the issuer of any such securities; , and (iviii) executingthe execution, delivering 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 Pledgorthe Debtor's authorization given in Section 3 is not sufficient sufficient, to file such financing statements with respect hereto, with or without Pledgorthe Debtor's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Secured Party may deem appropriate and to execute in Pledgorthe Debtor's name such financing statements and amendments thereto and continuation statements that which may require Pledgorthe Debtor's signature.

Appointment and Powers of Secured Party. Pledgor To the fullest extent permitted by applicable law, the Grantors hereby irrevocably constitutes constitute and appoints appoint the Secured Party and any director, officer or agent thereof, with full power of substitution, as its true and lawful attorneysattorney-in-fact with full irrevocable power and authority in the place and stead of Pledgor the Grantors or in the Secured Party'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 desirable to accomplish the purposes of this Agreement and any agreement entered into pursuant to the terms hereof (including, without limitation, the Deposit Account Control Agreements) and, without limiting the generality of the foregoing, hereby gives said attorneys attorney the power and right, on behalf of Pledgorthe Grantors, without notice to or assent by Pledgorthe Grantors, to do the following: (aA) upon the occurrence and during the continuance of an Enforcement Event (and in accordance with clauses 9 and 10 of the STID), and at the expense of PledgorDefault, generally to sell, transfer, pledge, license, lease, otherwise dispose of, make any agreement with respect to or otherwise deal with any of the Collateral in such manner as is consistent with the NYUCC and as fully and completely as though the Secured Party were the absolute owner thereof for all purposes, and to do at Pledgor's the Grantors’ expense, at any time, or from time to time, all acts and things that which the Secured Party deems necessary to protect, preserve or realize upon the Collateral and the Security Interest Secured Party’s security interest therein, in order to effect the intent of this Agreement, all as fully and effectively as Pledgor the Grantor might do, including, without limitation: , (i) making, settling and adjusting claims in respect of Collateral under policies of insurance, endorsing the name of such Pledgor on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect thereto; (ii) filing and prosecuting of registration and transfer applications with the appropriate federal or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes; , (iiiii) upon written notice to Pledgorthe Grantors, exercising the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Secured Party 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 (iviii) executingthe execution, delivering 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 (bB) to the extent that Pledgor's the Grantors’ authorization given in Section 3 is not sufficient sufficient, to file such financing statements with respect hereto, with or without Pledgor's the Grantor’ signature, or a photocopy of this Agreement in substitution for a financing statement, as the Secured Party may deem appropriate and to execute in Pledgor's the Grantor’s name such financing statements and amendments thereto and continuation statements that which may require Pledgor's the Grantor’s signature.

Appointment and Powers of Secured Party. Pledgor hereby The Borrower irrevocably constitutes and appoints Secured Party the Lender and any director, officer or agent thereof, with full power of substitution, as its true and lawful attorneys-in-fact with full irrevocable power and authority in the place and stead of Pledgor the Borrower or in Secured Partythe 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 desirable to accomplish the purposes of this Agreement and any agreement entered into pursuant to the terms hereof (including, without limitation, the Deposit Account Control Agreements) and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of Pledgorthe Borrower, without notice to or assent by Pledgorthe Borrower, to do the following: (a) upon the occurrence and during the continuance of an Enforcement Event (and in accordance with clauses 9 and 10 of the STID), and at the expense of PledgorDefault, generally to sell, transfer, pledge, license, lease, otherwise dispose of, make any agreement with respect to or otherwise deal with any of the Collateral in such manner as is consistent with the NYUCC UCC and as fully and completely as though Secured Party were the Lender was the absolute owner owners thereof for all purposes, and to do at Pledgorthe Borrower's expense, at any time, or from time to time, all acts and things that Secured Party which the Lender deems necessary to protect, preserve or realize upon the Collateral and the Security Interest Lender's security interest therein, in order to effect the intent of this Agreement, all as fully and effectively as Pledgor the Borrower might do, including, without limitation: , (i) making, settling and adjusting claims in respect of Collateral under policies of insurance, endorsing the name of such Pledgor on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect thereto; (ii) filing and prosecuting of registration and transfer applications with the appropriate federal or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes; , (iiiii) upon written notice to Pledgorthe Borrower, exercising the exercise of voting rights with respect to voting securities, which rights may be exercised, if Secured Party 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 (iviii) executingthe execution, delivering 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 Pledgorthe Borrower's authorization given in Section 3 is not sufficient sufficient, to file such financing statements with respect hereto, with or without Pledgorthe Borrower's signature, or a photocopy of this Agreement in substitution for a financing statement, as Secured Party the Lender may deem appropriate and to execute and/or file in Pledgorthe Borrower's name such financing statements and amendments thereto and continuation statements that which may require Pledgorthe Borrower's signature.

Appointment and Powers of Secured Party. Pledgor The Debtor hereby irrevocably constitutes and appoints the Secured Party and any director, officer or agent thereof, with full power of substitution, as its true and lawful attorneys-in-fact with full irrevocable power and authority in the place and stead of Pledgor the Debtor or in the Secured Party'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 desirable to accomplish the purposes of this Agreement and any agreement entered into pursuant to the terms hereof (including, without limitation, the Deposit Account Control Agreements) and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of Pledgorthe Debtor, without notice to or assent by Pledgorthe Debtor, to do the following: (a) upon the occurrence and during the continuance of an Enforcement Event (and in accordance with clauses 9 and 10 of the STID), and at the expense of PledgorDefault, generally to sell, transfer, pledge, license, lease, otherwise dispose of, make any agreement with respect to or otherwise deal with any of the Collateral in such manner as is consistent with the NYUCC Uniform Commercial Code of the State and as fully and completely as though the Secured Party were the absolute owner thereof for all purposes, and to do at Pledgor's the Debtor’s expense, at any time, or from time to time, all acts and things that which the Secured Party deems necessary to protect, preserve or realize upon the Collateral and the Security Interest Secured Party’s security interest therein, in order to effect the intent of this Agreement, all as fully and effectively as Pledgor the Debtor might do, including, without limitation: , (i) making, settling and adjusting claims in respect of Collateral under policies of insurance, endorsing the name of such Pledgor on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect thereto; (ii) filing and prosecuting of registration and transfer applications with the appropriate federal or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes; , (iiiii) upon written notice to Pledgorthe Debtor, exercising the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Secured Party 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 (iviii) executingthe execution, delivering 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 Pledgor's the Debtor’s authorization given in Section 3 is not sufficient sufficient, to file such financing statements with respect hereto, with or without Pledgor's the Debtor’s signature, or a photocopy of this Agreement in substitution for a financing statement, as the Secured Party may deem appropriate and to execute and/or file in Pledgor's the Debtor’s name such financing statements and amendments thereto and continuation statements that which may require Pledgor's the Debtor’s signature.

Appointment and Powers of Secured Party. Pledgor Each Debtor hereby irrevocably constitutes and appoints the Secured Party and any director, officer or agent thereof, with full power of substitution, as its true and lawful attorneys-in-fact with full irrevocable power and authority in the place and stead of Pledgor such Debtor or in the Secured Party'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 desirable useful to accomplish the purposes of this Agreement and any agreement entered into pursuant to the terms hereof (including, without limitation, the Deposit Account Control Agreements) and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of Pledgorsuch Debtor, without notice to or assent by Pledgorsuch Debtor except as expressly provided for herein, to do the following: (a) 14.1.1 upon the occurrence and during the continuance of an Enforcement Event (and in accordance with clauses 9 and 10 of the STID), and at the expense of PledgorDefault, generally to sell, transfer, pledge, license, lease, otherwise dispose of, 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 NYUCC UCC and as fully and completely as though the Secured Party were the absolute owner thereof for all purposes, and to do do, at Pledgor's the Debtors’ expense, at any time, or from time to time, all acts and things that which the Secured Party deems necessary or useful to protect, preserve or realize upon the Collateral and the Security Interest Secured Party’s security interest therein, in order to effect the intent of this Agreement, all as no less fully and effectively as Pledgor the Debtors might do, including, without limitation: , (iA) making, settling and adjusting claims in respect of Collateral under policies of insurance, endorsing the name of such Pledgor on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect thereto; (ii) filing and prosecuting of registration and transfer applications with the appropriate federal federal, state or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes; , (iiiB) upon written notice to Pledgorthe Debtors, exercising the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Secured Party 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 (ivC) executingthe execution, delivering 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 Pledgor's authorization given in Section 3 is not sufficient 14.1.2 to file such financing statements with respect hereto, with or without Pledgor's any Debtor’s signature, or a photocopy of this Agreement in substitution for a financing statement, as the Secured Party may deem appropriate and to execute in Pledgor's any Debtor’s name such financing statements and amendments thereto and continuation statements that which may require Pledgor's such Debtor’s signature.

Appointment and Powers of Secured Party. Pledgor Each Grantor hereby irrevocably constitutes and appoints the Secured Party and any director, officer or agent thereof, with full power of substitution, as its true and lawful attorneys-in-fact with full irrevocable power and authority in the place and stead of Pledgor the Grantor or in the Secured Party'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 desirable useful to accomplish the purposes of this Agreement and any agreement entered into pursuant to the terms hereof (including, without limitation, the Deposit Account Control Agreements) and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of Pledgorthe Grantor, without notice to or assent by Pledgorthe Grantor, to do the following: (a) upon the occurrence and during the continuance of an Enforcement Event (and in accordance with clauses 9 and 10 of the STID), and at the expense of PledgorDefault, generally to sell, transfer, pledge, license, lease, otherwise dispose of, 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 NYUCC Uniform Commercial Code of the State and as fully and completely as though the Secured Party were the absolute owner thereof for all purposes, and to do do, at Pledgor's the Grantor’s expense, at any time, or from time to time, all acts and things that which the Secured Party deems necessary or useful to protect, preserve or realize upon the Collateral and the Security Interest Secured Party’s security interest therein, in order to effect the intent of this Agreement, all at least as fully and effectively as Pledgor the Grantor might do, including, without limitation: , (i) making, settling and adjusting claims in respect of Collateral under policies of insurance, endorsing the name of such Pledgor on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect thereto; (ii) filing and prosecuting of registration and transfer applications with the appropriate federal federal, state, local or local other agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes; , (iiiii) upon written notice to Pledgorthe Grantor, exercising the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Secured Party so elects, with a view to causing the liquidation in a commercially reasonable manner of assets of the issuer of any such securities; , and (iviii) executingthe execution, delivering 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 Pledgor's the Grantor’s authorization given in Section 3 is not sufficient sufficient, to file such financing statements with respect hereto, with or without Pledgor's the Grantor’s signature, or a photocopy of this Agreement in substitution for a financing statement, as the Secured Party may deem appropriate and to execute in Pledgor's the Grantor’s name such financing statements and amendments thereto and continuation statements that which may require Pledgor's the Grantor’s signature.

Appointment and Powers of Secured Party. Pledgor The Debtor hereby irrevocably constitutes and appoints the Secured Party and any director, officer or agent thereof, with full power of substitution, as its true and lawful attorneys-in-fact with full irrevocable power and authority in the place and stead of Pledgor the Debtor or in the Secured Party'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 desirable useful to accomplish the purposes of this Agreement and any agreement entered into pursuant to the terms hereof (including, without limitation, the Deposit Account Control Agreements) and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of Pledgorthe Debtor, without notice to or assent by Pledgorthe Debtor, to do the following: (a) upon the occurrence and during the continuance of an Enforcement Event (and in accordance with clauses 9 and 10 of the STID), and at the expense of Pledgora Default, generally to sell, transfer, pledge, license, lease, otherwise dispose of, 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 NYUCC Code and as fully and completely as though the Secured Party were the absolute owner thereof for all purposes, and to do do, at Pledgorthe Debtor's expense, at any time, or from time to time, all acts and things that which the Secured Party deems necessary or useful to protect, preserve or realize upon the Collateral and the Security Interest Secured Party's security interest therein, in order to effect the intent of this Agreement, all at least as fully and effectively as Pledgor the Debtor might do, including, without limitation: , (i) making, settling and adjusting claims in respect of Collateral under policies of insurance, endorsing the name of such Pledgor on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect thereto; (ii) filing and prosecuting of registration and transfer applications with the appropriate federal federal, state, local or local other agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes; (iiiii) upon written notice to Pledgorthe Debtor, exercising the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Secured Party so elects, with a view to causing the liquidation in a commercially reasonable manner of assets of the issuer of any such securities; and (iviii) executingthe execution, delivering 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 Pledgorthe Debtor's authorization given in Section 3 is not sufficient sufficient, to file such financing statements with respect hereto, with or without Pledgorthe Debtor's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Secured Party may deem appropriate and to execute in Pledgorthe Debtor's name such financing statements and amendments thereto and continuation statements that which may require Pledgorthe Debtor's signature.

Appointment and Powers of Secured Party. Pledgor Each Debtor hereby irrevocably constitutes and appoints the Secured Party Party, and any director, officer or agent thereofof the Secured Party, with full power of substitution, as its true and lawful attorneysattorney-in-fact with full irrevocable power and authority in the place and stead of Pledgor such Debtor or in Secured Partysuch Person'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 desirable useful to accomplish the purposes of this Agreement and any agreement entered into pursuant to the terms hereof (including, without limitation, the Deposit Account Control Agreements) and, without limiting the generality of the foregoing, hereby gives said attorneys attorney the power and right, on behalf of Pledgorsuch Debtor, without notice to or assent by Pledgorsuch Debtor, to do the following: : (ai) upon the occurrence and during the continuance of an Enforcement Event (and in accordance with clauses 9 and 10 of the STID), and at the expense of PledgorDefault, generally to sell, transfer, pledge, license, lease, otherwise dispose of, 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 NYUCC UCC and as fully and completely as though the Secured Party were the absolute owner thereof for all purposes, and to do do, at Pledgorsuch Debtor's expense, at any time, or from time to time, all acts and things that which the Secured Party deems necessary or advisable to protect, preserve or realize upon the Collateral and the Security Interest Secured Party's security interest therein, in order to effect the intent of this Agreement, all as no less fully and effectively as Pledgor such Debtor might do, including, without limitation: , (iA) making, settling and adjusting claims in respect of Collateral under policies of insurance, endorsing the name of such Pledgor on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect thereto; (ii) filing and prosecuting of registration and transfer applications with the appropriate federal federal, state or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes; , (iiiB) upon written notice to Pledgorsuch Debtor, exercising the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Secured Party 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 (ivC) executingthe execution, delivering 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 Pledgorsuch Debtor's authorization given in Section 3 is not sufficient sufficient, to file such financing statements with respect hereto, with or without Pledgorsuch Debtor's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Secured Party may deem appropriate and to execute in Pledgorany Debtor's name such financing statements and amendments thereto and continuation statements that which may require Pledgorsuch Debtor's signature.

Appointment and Powers of Secured Party. Pledgor Debtor hereby irrevocably constitutes and appoints the Secured Party and any director, officer or agent thereof, with full power of substitution, as its true and lawful attorneys-in-fact with full irrevocable power and authority in the place and stead of Pledgor Debtor or in the Secured Party'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 desirable to accomplish the purposes of this Agreement and any agreement entered into pursuant to the terms hereof (including, without limitation, the Deposit Account Control Agreements) and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of PledgorDebtor, without notice to or assent by PledgorDebtor, to do the following: (a) upon the occurrence and during the continuance of a Default or an Enforcement Event (and in accordance with clauses 9 and 10 of the STID), and at the expense of PledgorDefault, generally to sell, transfer, pledge, license, lease, otherwise dispose of, make any agreement with respect to or otherwise deal with any of the Collateral in such manner as is consistent with the NYUCC UCC (or other applicable uniform commercial code) and as fully and completely as though the Secured Party were the absolute owner thereof for all purposes, and to do at Pledgorthe Debtor's expense, at any time, or from time to time, all acts and things that which the Secured Party deems necessary to protect, preserve or realize upon the Collateral and the Security Interest Secured Party's security interest therein, in order to effect the intent of this Agreement, all as fully and effectively as Pledgor the Debtor might do, including, without limitation: , (i) making, settling and adjusting claims in respect of Collateral under policies of insurance, endorsing the name of such Pledgor on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect thereto; (ii) filing and prosecuting of registration and transfer applications with the appropriate federal or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes; , (iiiii) upon written notice to Pledgorthe Debtor, exercising the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Secured Party 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 (iviii) executingthe execution, delivering 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 Pledgorthe Debtor's authorization given in Section 3 1.7 hereof is not sufficient sufficient, to file such financing statements with respect hereto, with or without Pledgorthe Debtor's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Secured Party may deem appropriate and to execute in Pledgorthe Debtor's name such financing statements and amendments thereto and continuation statements that which may require Pledgorthe Debtor's signature.

Appointment and Powers of Secured Party. Pledgor Each Debtor hereby irrevocably constitutes and appoints the Secured Party and any director, officer or agent thereof, with full power of substitution, effective as of the date hereof, as its true and lawful attorneys-in-fact with full irrevocable power and authority in the place and stead of Pledgor such Debtor or in the Secured Party's ’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 desirable useful to accomplish the purposes of this Security Agreement and any agreement entered into pursuant (subject to the terms hereof (including, without limitation, the Deposit Account Control AgreementsIntercreditor Agreement) and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of Pledgorsuch Debtor, without notice to or assent by Pledgorsuch Debtor, to do the following: (a) upon the occurrence and during the continuance of an Enforcement Event (and in accordance with clauses 9 and 10 of the STID), and at the expense of PledgorDefault, generally to sell, transfer, pledge, license, lease, otherwise dispose of, 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 NYUCC Uniform Commercial Code of the State and as fully and completely as though the Secured Party were the absolute owner thereof for all purposes, and to do do, at Pledgor's such Debtor’s expense, at any time, or from time to time, all acts and things that which the Secured Party deems necessary or useful to protect, preserve or realize upon the Collateral and the Security Interest Secured Party’s security interest therein, in order to effect the intent of this Security Agreement, all at least as fully and effectively as Pledgor such Debtor might do, including, without limitation: , (i) making, settling and adjusting claims in respect of Collateral under policies of insurance, endorsing the name of such Pledgor on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect thereto; (ii) filing and prosecuting of registration and transfer applications with the appropriate federal federal, state, local or local other agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes; , (iiiii) upon written notice to Pledgorsuch Debtor, exercising the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Secured Party so elects, with a view to causing the liquidation in a commercially reasonable manner of assets of the issuer of any such securities; , and (iviii) executingthe execution, delivering 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 Pledgor's such Debtor’s authorization given in Section 3 hereof is not sufficient sufficient, to file such financing statements with respect hereto, with or without Pledgor's such Debtor’s signature, or a photocopy of this Security Agreement in substitution for a financing statement, as the Secured Party may deem appropriate and to execute in Pledgor's such Debtor’s name such financing statements and amendments thereto and continuation statements that which may require Pledgor's such Debtor’s signature.

Appointment and Powers of Secured Party. Pledgor hereby The Guarantor irrevocably constitutes and appoints Secured Party the Lender and any director, officer or agent thereof, with full power of substitution, as its true and lawful attorneys-in-fact with full irrevocable power and authority in the place and stead of Pledgor the Guarantor or in Secured Partythe 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 desirable to accomplish the purposes of this Agreement and any agreement entered into pursuant to the terms hereof (including, without limitation, the Deposit Account Control Agreements) and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of Pledgorthe Guarantor, without notice to or assent by Pledgorthe Guarantor, to do the following: (a) upon the occurrence and during the continuance of an Enforcement Event (and in accordance with clauses 9 and 10 of the STID), and at the expense of PledgorDefault, generally to sell, transfer, pledge, license, lease, otherwise dispose of, make any agreement with respect to or otherwise deal with any of the Collateral in such manner as is consistent with the NYUCC UCC and as fully and completely as though Secured Party were the Lender was the absolute owner owners thereof for all purposes, and to do at Pledgorthe Guarantor's expense, at any time, or from time to time, all acts and things that Secured Party which the Lender deems necessary to protect, preserve or realize upon the Collateral and the Security Interest Lender's security interest therein, in order to effect the intent of this Agreement, all as fully and effectively as Pledgor the Guarantor might do, including, without limitation: , (i) making, settling and adjusting claims in respect of Collateral under policies of insurance, endorsing the name of such Pledgor on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect thereto; (ii) filing and prosecuting of registration and transfer applications with the appropriate federal or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes; , (iiiii) upon written notice to Pledgorthe Guarantor, exercising the exercise of voting rights with respect to voting securities, which rights may be exercised, if Secured Party 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 (iviii) executingthe execution, delivering 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 Pledgorthe Guarantor's authorization given in Section 3 is not sufficient sufficient, to file such financing statements with respect hereto, with or without Pledgorthe Guarantor's signature, or a photocopy of this Agreement in substitution for a financing statement, as Secured Party the Lender may deem appropriate and to execute and/or file in Pledgorthe Guarantor's name such financing statements and amendments thereto and continuation statements that which may require Pledgorthe Guarantor's signature.

Appointment and Powers of Secured Party. Pledgor The Debtor hereby --------------------------------------- irrevocably constitutes and appoints the Secured Party and any director, officer or agent thereof, with full power of substitution, as its true and lawful attorneys-in-fact with full irrevocable power and authority in the place and stead of Pledgor the Debtor or in the Secured Party'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 desirable useful to accomplish the purposes of this Agreement and any agreement entered into pursuant to the terms hereof (including, without limitation, the Deposit Account Control Agreements) and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of Pledgorthe Debtor, without notice to or assent by Pledgorthe Debtor, to do the following: (a) upon the occurrence and during the continuance of an Enforcement Event (and in accordance with clauses 9 and 10 of the STID), and at the expense of PledgorDefault, generally to sell, transfer, pledge, license, lease, otherwise dispose of, 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 NYUCC Uniform Commercial Code of the State and as fully and completely as though the Secured Party were the absolute owner thereof for all purposes, and to do do, at Pledgorthe Debtor's expense, at any time, or from time to time, all acts and things that which the Secured Party deems necessary or useful to protect, preserve or realize upon the Collateral and the Security Interest Secured Party's security interest therein, in order to effect the intent of this Agreement, all at least as fully and effectively as Pledgor the Debtor might do, including, without limitation: , (i) making, settling and adjusting claims in respect of Collateral under policies of insurance, endorsing the name of such Pledgor on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect thereto; (ii) filing and prosecuting of registration and transfer applications with the appropriate federal federal, state, local or local other agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes; , (iiiii) upon written notice to Pledgor, exercising the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Secured Party so elects, with a view to causing the liquidation in a commercially reasonable manner of assets of the issuer of any such securities; , and (iviii) executingthe execution, delivering 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 Pledgorthe Debtor's authorization given in Section 3 is not sufficient sufficient, to file such financing statements with respect hereto, with or without Pledgorthe Debtor's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Secured Party may deem appropriate and to execute in Pledgorthe Debtor's name such financing statements and amendments thereto and continuation statements that which may require Pledgorthe Debtor's signature.

Appointment and Powers of Secured Party. Pledgor The Grantor hereby irrevocably constitutes and appoints the Secured Party and any director, officer or agent thereof, with full power of substitution, as its true and lawful attorneys-in-fact with full irrevocable power and authority in the place and stead of Pledgor the Grantor or in the Secured Party'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 desirable useful to accomplish the purposes of this Agreement and any agreement entered into pursuant to the terms hereof (including, without limitation, the Deposit Account Control Agreements) and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of Pledgorthe Grantor, without notice to or assent by Pledgorthe Grantor, to do the following: (a) upon the occurrence and during the continuance of an Enforcement Event (and in accordance with clauses 9 and 10 of the STID), and at the expense of Pledgora Loan Default Event, generally to sell, transfer, pledge, license, lease, otherwise dispose of, 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 NYUCC Uniform Commercial Code of the State or any other relevant jurisdiction and as fully and completely as though the Secured Party were the absolute owner thereof for all purposes, and to do do, at Pledgor's the Grantor’s expense, at any time, or from time to time, all acts and things that which the Secured Party deems necessary or useful to protect, preserve or realize upon the Collateral and the Security Interest Secured Party’s security interest therein, in order to effect the intent of this Agreement, all as no less fully and effectively as Pledgor the Grantor might do, including, without limitation: including (i) making, settling and adjusting claims in respect of Collateral under policies of insurance, endorsing the name of such Pledgor on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect thereto; (ii) filing and prosecuting of registration and transfer applications with the appropriate federal federal, state or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes; , (iiiii) upon written notice to Pledgorthe Grantor, exercising the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Secured Party 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 (iviii) executingthe execution, delivering 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 Pledgor's the Grantor’s authorization given in Section §3 is not sufficient sufficient, to file such financing statements with respect hereto, with or without Pledgor's the Grantor’s signature, or a photocopy of this Agreement in substitution for a financing statement, as the Secured Party may deem appropriate and to execute in Pledgor's the Grantor’s name such financing statements and amendments thereto and continuation statements that which may require Pledgor's the Grantor’s signature.

Appointment and Powers of Secured Party. Pledgor The Debtor hereby irrevocably constitutes and appoints the Secured Party and any director, officer or agent thereof, with full power of substitution, as its true and lawful attorneys-in-fact with full irrevocable power and authority in the place and stead of Pledgor the Debtor or in the Secured Party'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 desirable useful to accomplish the purposes of this Agreement and any agreement entered into pursuant to the terms hereof (including, without limitation, the Deposit Account Control Agreements) and, without limiting the generality of the foregoing, hereby gives said such attorneys the power and right, on behalf of Pledgorthe Debtor, without notice to or assent by Pledgorthe Debtor, to do the following: (a) upon the occurrence and during the continuance of an Enforcement Event (and in accordance with clauses 9 and 10 of the STID), and at the expense of PledgorDefault, generally to sell, transfer, pledge, license, lease, otherwise dispose of, 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 NYUCC Uniform Commercial Code of the State of California and as fully and completely as though the Secured Party were the absolute owner thereof for all purposes, and to do do, at Pledgor's the Debtor’s expense, at any time, or from time to time, all acts and things that which the Secured Party deems necessary or useful to protect, preserve or realize upon the Collateral and the Security Interest Secured Party’s security interest therein, in order to effect the intent of this Agreement, all at least as fully and effectively as Pledgor the Debtor might do, including, without limitation: , (i) making, settling and adjusting claims in respect of Collateral under policies of insurance, endorsing the name of such Pledgor on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect thereto; (ii) filing and prosecuting of registration and transfer applications with the appropriate federal federal, state, local or local other agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes; , (iiiii) upon written notice to Pledgorthe Debtor, exercising the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Secured Party so elects, with a view to causing the liquidation in a commercially reasonable manner of assets of the issuer of any such securities; , and (iviii) executingthe execution, delivering 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 Pledgor's the Debtor’s authorization given in Section 3 is not sufficient sufficient, to file such financing statements with respect hereto, with or without Pledgor's the Debtor’s signature, or a photocopy of this Agreement in substitution for a financing statement, as the Secured Party may deem appropriate and to execute in Pledgor's the Debtor’s name such financing statements and amendments thereto and continuation statements that which may require Pledgor's the Debtor’s signature.

Appointment and Powers of Secured Party. Pledgor The Assignor hereby irrevocably constitutes and appoints the Secured Party and any director, officer or agent thereof, with full power of substitution, as its true and lawful attorneys-in-fact with full irrevocable power and authority in the place and stead of Pledgor the Assignor or in the Secured Party'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 desirable to accomplish the purposes of this Agreement and any agreement entered into pursuant to the terms hereof (including, without limitation, the Deposit Account Control Agreements) and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of Pledgorthe Assignor, without notice to or assent by Pledgorthe Assignor, to do the following: (ai) upon the occurrence and during the continuance whenever an Event of an Enforcement Event (and in accordance with clauses 9 and 10 of the STID), and at the expense of PledgorDefault exists, generally to sell, transfer, pledge, license, lease, otherwise dispose of, make any agreement with respect to or otherwise deal with any of the Collateral in such manner as is consistent with the NYUCC UCC of the State and as fully and completely as though the Secured Party were the absolute owner thereof for all purposes, and to do at Pledgorthe Assignor's expense, at any time, or from time to time, all acts and things that which the Secured Party deems necessary to protect, preserve or realize upon the Collateral and the Security Interest Secured Party's security interest therein, in order to effect the intent of this Agreement, all as fully and effectively as Pledgor the Assignor might do, including, without limitation: (i) making, settling and adjusting claims in respect of Collateral under policies of insurancethe execution, endorsing the name of such Pledgor on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect thereto; (ii) filing and prosecuting registration and transfer applications with the appropriate federal or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes; (iii) upon written notice to Pledgor, exercising voting rights with respect to voting securities, which rights may be exercised, if Secured Party so elects, with a view to causing the liquidation in a commercially reasonable manner of assets of the issuer of any such securities; and (iv) executing, delivering 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 Pledgorthe Assignor's authorization given in Section 3 9 is not sufficient sufficient, to file such financing statements Financing Statements with respect hereto, with or without Pledgorthe Assignor's signature, or a photocopy of this Agreement in substitution for a financing statementFinancing Statement, as the Secured Party may deem appropriate and to execute in Pledgorthe Assignor's name such financing statements Financing Statements and amendments thereto and continuation statements that which may require Pledgorthe Assignor's signature.

Appointment and Powers of Secured Party. Pledgor Debtor hereby irrevocably constitutes and appoints Secured Party and any director, officer or agent thereof, with full power of substitution, as its true and lawful attorneysattorney-in-fact with full irrevocable power and authority in the place and stead of Pledgor Debtor or in Secured Party'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 desirable useful to accomplish the purposes of this Agreement and any agreement entered into pursuant to the terms hereof (including, without limitation, the Deposit Account Control Agreements) and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of PledgorDebtor, without notice to or assent by PledgorDebtor, to do the following: (a) upon the occurrence and during the continuance of an Enforcement Event (and in accordance with clauses 9 and 10 of the STID), and at the expense of PledgorDefault, generally to sell, transfer, pledge, license, lease, otherwise dispose of, 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 NYUCC Uniform Commercial Code and as fully and completely as though Secured Party were the absolute owner thereof for all purposes, and to do do, at Pledgor's Debtor’s expense, at any time, or from time to time, all acts and things that which Secured Party deems necessary or useful to protect, preserve or realize upon the Collateral and the Security Interest Secured Party’s security interest therein, in order to effect the intent of this Agreement, all at least as fully and effectively as Pledgor Debtor might do, including, without limitation: , (i) making, settling and adjusting claims in respect of Collateral under policies of insurance, endorsing the name of such Pledgor on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect thereto; (ii) filing and prosecuting of registration and transfer applications with the appropriate federal federal, state, local or local other agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes; , (iiiii) upon written notice to PledgorDebtor, exercising the exercise of voting rights with respect to voting securities, which rights may be exercised, if Secured Party so elects, with a view to causing the liquidation in a commercially reasonable manner of assets of the issuer of any such securities; , and (iviii) executingthe execution, delivering 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 Pledgor's Debtor’s authorization given in Section 3 is not sufficient sufficient, to file such financing statements with respect hereto, with or without Pledgor's Debtor’s signature, or a photocopy of this Agreement in substitution for a financing statement, as Secured Party may deem appropriate and to execute in Pledgor's Debtor’s name such financing statements and amendments thereto and continuation statements that which may require Pledgor's Debtor’s signature; and (c) to file for record, at Borrower’s cost and expense and in Borrower’s name, any notices that Secured Party considers necessary or desirable to protect the Collateral.

Appointment and Powers of Secured Party. Pledgor The Maker hereby irrevocably constitutes and appoints the Secured Party and any director, officer or agent thereof, with full power of substitution, as its true and lawful attorneys-in-fact with full irrevocable power and authority in the place and stead of Pledgor the Maker or in the Secured Party'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 desirable useful to accomplish the purposes of this Agreement and any agreement entered into pursuant to the terms hereof (including, without limitation, the Deposit Account Control Agreements) and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of Pledgorthe Maker, without notice to or assent by Pledgorthe Maker, to do the following: (a) 14.1.1 upon the occurrence and during the continuance of an Enforcement Event (and in accordance with clauses 9 and 10 of the STID), and at the expense of PledgorDefault, generally to sell, transfer, pledge, license, lease, otherwise dispose of, 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 NYUCC UCC and as fully and completely as though the Secured Party were the absolute owner thereof for all purposes, and to do do, at Pledgor's the Maker’ s expense, at any time, or from time to time, all acts and things that which the Secured Party deems necessary or useful to protect, preserve or realize upon the Collateral and the Security Interest Secured Party’s security interest therein, in order to effect the intent of this Agreement, all as no less fully and effectively as Pledgor the Maker might do, including, without limitation: , (iA) making, settling and adjusting claims in respect of Collateral under policies of insurance, endorsing the name of such Pledgor on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect thereto; (ii) filing and prosecuting of registration and transfer applications with the appropriate federal federal, state or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes; , (iiiB) upon written notice to Pledgorthe Maker, exercising the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Secured Party 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 (ivC) executingthe execution, delivering 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 Pledgor's authorization given in Section 3 is not sufficient 14.1.2 to file such financing statements with respect hereto, with or without Pledgor's the Maker’s signature, or a photocopy of this Agreement in substitution for a financing statement, as the Secured Party may deem appropriate and to execute in Pledgor's the Maker’s name such financing statements and amendments thereto and continuation statements that which may require Pledgor's the Maker’s signature.

Appointment and Powers of Secured Party. Pledgor Debtor hereby irrevocably constitutes and appoints Secured Party and any director, officer or agent thereof, with full power of substitution, as its true and lawful attorneys-in-fact with full irrevocable power and authority in the place and stead of Pledgor Debtor or in Secured Party'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 desirable useful to accomplish the purposes of this Agreement and any agreement entered into pursuant to the terms hereof (including, without limitation, the Deposit Account Control Agreements) and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of PledgorDebtor, without notice to or assent by PledgorDebtor, to do the following: (a) upon the occurrence and during the continuance of an Enforcement Event (and in accordance with clauses 9 and 10 of the STID), and at the expense of PledgorDefault, generally to sell, transfer, pledge, license, lease, otherwise dispose of, 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 NYUCC Uniform Commercial Code and as fully and completely as though Secured Party were the absolute owner thereof for all purposes, and to do do, at Pledgor's Debtor’s expense, at any time, or from time to time, all acts and things that which Secured Party deems necessary or useful to protect, preserve or realize upon the Collateral and the Security Interest Secured Party’s security interest therein, in order to effect the intent of this Agreement, all at least as fully and effectively as Pledgor Debtor might do, including, without limitation: , (i) making, settling and adjusting claims in respect of Collateral under policies of insurance, endorsing the name of such Pledgor on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect thereto; (ii) filing and prosecuting of registration and transfer applications with the appropriate federal federal, state, local or local other agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes; , (iiiii) upon written notice to PledgorDebtor, exercising the exercise of voting rights with respect to voting securities, which rights may be exercised, if Secured Party so elects, with a view to causing the liquidation in a commercially reasonable manner of assets of the issuer of any such securities; , and (iviii) executingthe execution, delivering 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 Pledgor's Debtor’s authorization given in Section 3 is not sufficient sufficient, to file such financing statements with respect hereto, with or without Pledgor's Debtor’s signature, or a photocopy of this Agreement in substitution for a financing statement, as Secured Party may deem appropriate and to execute in Pledgor's Debtor’s name such financing statements and amendments thereto and continuation statements that which may require Pledgor's Debtor’s signature.

Appointment and Powers of Secured Party. Pledgor The Debtor hereby irrevocably constitutes and appoints the Secured Party and any director, officer or agent thereof, with full power of substitution, as its true and lawful attorneys-in-fact with full irrevocable power and authority in the place and stead of Pledgor the Debtor or in the Secured Party'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 desirable to accomplish the purposes of this Agreement and any agreement entered into pursuant to the terms hereof (including, without limitation, the Deposit Account Control Agreements) and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of Pledgorthe Debtor, without notice to or assent by Pledgorthe Debtor, to do the following: (a) upon XIII.1.1.1 Upon the occurrence and during the continuance of an Enforcement Event (and in accordance with clauses 9 and 10 of the STID), and at the expense of PledgorDefault, generally to sell, transfer, pledge, license, lease, otherwise dispose of, make any agreement with respect to or otherwise deal with any of the Collateral in such manner as is consistent with the NYUCC Uniform Commercial Code and as fully and completely as though the Secured Party were the absolute owner thereof for all purposes, and to do at Pledgorthe Debtor's expense, at any time, or from time to time, all acts and things that which the Secured Party deems necessary to protect, preserve or realize upon the Collateral and the Security Interest Secured Party's security interest therein, in order to effect the intent of this Agreement, all as fully and effectively as Pledgor the Debtor might do, including, without limitation: , (i) making, settling and adjusting claims in respect of Collateral under policies of insurance, endorsing the name of such Pledgor on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect thereto; (ii) filing and prosecuting of registration and transfer applications with the appropriate federal or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes; , (iiiii) upon written notice to Pledgorthe Debtor, exercising the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Secured Party 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 (iviii) executingthe execution, delivering 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 XIII.1.1.2 To the extent that Pledgorthe Debtor's authorization given in Section 3 Article III is not sufficient sufficient, to file such financing statements with respect hereto, with or without Pledgorthe Debtor's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Secured Party may deem appropriate and to execute in Pledgorthe Debtor's name such financing statements and amendments thereto and continuation statements that which may require Pledgorthe Debtor's signature.

Appointment and Powers of Secured Party. Pledgor Debtor hereby irrevocably constitutes and appoints the Secured Party and any director, officer or agent thereof, with full power of substitution, as its true and lawful attorneys-inattorneys -in-fact with full irrevocable power and authority in the place and stead of Pledgor Debtor or in the Secured Party'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 desirable to accomplish the purposes of this Agreement and any agreement entered into pursuant to the terms hereof (including, without limitation, the Deposit Account Control Agreements) and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of PledgorDebtor, without notice to or assent by PledgorDebtor, to do the following: (a) upon the occurrence and during the continuance of an Enforcement Event (and in accordance with clauses 9 and 10 of the STID), and at the expense of PledgorDefault, generally to sell, transfer, pledge, license, lease, otherwise dispose of, make any agreement with respect to or otherwise deal with any of the Collateral in such manner as is consistent with the NYUCC Uniform Commercial Code of the State and as fully and completely as though the Secured Party were the absolute owner thereof for all purposes, and to do at PledgorDebtor's expense, at any time, or from time to time, all acts and things that which the Secured Party deems necessary to protect, preserve or realize upon the Collateral and the Security Interest Secured Party's security interest therein, in order to effect the intent of this Agreement, all as fully and effectively as Pledgor Debtor might do, including, without limitation: , (i) making, settling and adjusting claims in respect of Collateral under policies of insurance, endorsing the name of such Pledgor on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect thereto; (ii) filing and prosecuting of registration and transfer applications with the appropriate federal or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes; , (iiiii) upon written notice to PledgorDebtor, exercising the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Secured Party 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 (iviii) executingthe execution, delivering 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 PledgorDebtor's authorization given in Section 3 is not sufficient sufficient, to file such financing statements with respect hereto, with or without PledgorDebtor's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Secured Party may deem appropriate and to execute in PledgorDebtor's name such financing statements and amendments thereto and continuation statements that which may require PledgorDebtor's signature.

Appointment and Powers of Secured Party. Pledgor Each Debtor hereby irrevocably constitutes and appoints the Secured Party and any director, officer or agent thereof, with full power of substitution, as its true and lawful attorneys-in-fact with full irrevocable power and authority in the place and stead of Pledgor such Debtor or in the Secured Party'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 desirable useful to accomplish the purposes of this Agreement and any agreement entered into pursuant to the terms hereof (including, without limitation, the Deposit Account Control Agreements) other Loan Documents and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of Pledgorsuch Debtor, without notice to or assent by Pledgorsuch Debtor, to do the following: (a) : upon the occurrence and during the continuance of an Enforcement Event (and in accordance with clauses 9 and 10 of the STID), and at the expense of PledgorDefault, generally to sell, transfer, pledge, license, lease, otherwise dispose of, 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 NYUCC Uniform Commercial Code of the State and as fully and completely as though the Secured Party were the absolute owner thereof for all purposes, and to do do, at Pledgor's the Debtor’s expense, at any time, or from time to time, all acts and things that which the Secured Party deems necessary or useful to protect, preserve or realize upon the Collateral and the Security Interest Secured Party’s security interest therein, in order to effect the intent of this Agreement, all at least as fully and effectively as Pledgor the Debtor might do, including, without limitation: , (i) making, settling and adjusting claims in respect of Collateral under policies of insurance, endorsing the name of such Pledgor on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect thereto; (ii) filing and prosecuting of registration and transfer applications with the appropriate federal federal, state, local or local other agencies or authorities with respect to trademarks, copyrights copyrights, and patentable inventions and processesinventions (1) a reconciliation of all accounts; (iii2) upon written notice an aging of all accounts, (3) trial balances, (4) test verifications of such accounts as Secured Party may request, and (5) the results of each physical verification of inventory if any; (vix) communicate in its own name with any party to Pledgorany contract with regard to the assignment of the right, exercising voting rights title and interest of any Debtor in and under the contracts and other matters relating thereto; (vx) to file such financing statements with respect to voting securitiesthis Agreement, which rights may be exercisedwith or without Debtors’ signatures, if or to file a photocopy of this Agreement in substitution for a financing statement, as the Secured Party so elects, with a view may deem appropriate and to causing the liquidation execute in a commercially reasonable manner of assets of the issuer of any Debtors’ name such securitiesfinancing statements and amendments thereto and continuation statements which may require Debtors’ signatures; and (ivvxi) executing, delivering and recordingexecute, in connection with sale provided for in any sale or other disposition of Loan Document, any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral and to otherwise direct such Collateral; and (b) sale or resale, all as though Secured Party were the absolute owner of the property of Debtors for all purposes, and to the extent do, at Secured Party’s option and Debtors’ expense, at any time or from time to time, all acts and other things that Pledgor's authorization given in Section 3 is not sufficient Secured Party reasonably deems necessary to file such financing statements with respect heretoperfect, with or without Pledgor's signaturepreserve, or a photocopy of this Agreement in substitution for a financing statementrealize upon Debtors’ property or assets and Secured Party’s Liens thereon, all as Secured Party may deem appropriate fully and to execute in Pledgor's name such financing statements and amendments thereto and continuation statements that may require Pledgor's signatureeffectively as Debtors might do.

Appointment and Powers of Secured Party. Pledgor a) Grantor hereby irrevocably constitutes and appoints Secured Party and any member, director, officer or agent thereof, with full power of substitution, as its true and lawful attorneys-in-fact with full irrevocable power and authority in the place and stead of Pledgor Grantor or in Secured Party's ’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 desirable to accomplish the purposes of this Security Agreement and any agreement entered into pursuant to the terms hereof (including, without limitation, the Deposit Account Control Agreements) and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of PledgorGrantor, without notice to or assent by PledgorGrantor, to do the following: (ai) upon the occurrence and during the continuance of an Enforcement Event (and in accordance with clauses 9 and 10 of the STID), and at the expense of PledgorDefault, generally to sell, transfer, pledge, license, lease, otherwise dispose of, make any agreement with respect to or otherwise deal with any of the Collateral in such manner as is consistent with the NYUCC NVUCC and as fully and completely as though Secured Party were the absolute owner thereof for all purposes, and to do at Pledgor's Grantor’s expense, at any time, or from time to time, all acts and things that which Secured Party deems necessary to protect, preserve or realize upon the Collateral and the Security Interest Lien therein, in order to effect the intent of this Security Agreement, all as fully and effectively as Pledgor Grantor might do, including, without limitation: (i) making, settling and adjusting claims in respect of Collateral under policies of insurance, endorsing the name of such Pledgor Grantor on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect thereto; and (ii) filing and prosecuting registration and transfer applications with the appropriate federal or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes; (iii) upon written notice to Pledgor, exercising voting rights with respect to voting securities, which rights may be exercised, if Secured Party so elects, with a view to causing the liquidation in a commercially reasonable manner of assets of the issuer of any such securities; and (iv) executing, delivering 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 Pledgor's Grantor’s authorization given in Section 3 1 above is not sufficient sufficient, to file such financing statements with respect hereto, with or without Pledgor's Grantor’s signature, or a photocopy of this Security Agreement in substitution for a financing statement, as Secured Party may deem appropriate and to execute in Pledgor's Grantor’s name such financing statements and amendments thereto and continuation statements that which may require Pledgor's Grantor’s signature. b) To the extent permitted by law, Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue of this Section. This power of attorney is a power coupled with an interest and is irrevocable. c) The powers conferred on Secured Party, its members, directors, officers and agents pursuant to this Section are solely to protect Secured Party’s interests in the Collateral and shall not impose any duty upon any of them to exercise any such powers. Secured Party shall be accountable only for the amounts that it actually receives as a result of the exercise of such powers, and neither it nor any of its officers, directors, employees or agents shall be responsible to Grantor for any act or failure to act, except for Secured Party’s own gross negligence or willful misconduct.

Appointment and Powers of Secured Party. Pledgor Debtor hereby irrevocably constitutes and appoints Secured Party and any director, officer or agent thereof, with full power of substitution, as its true and lawful attorneys-in-fact with full irrevocable power and authority in the place and stead of Pledgor Debtor or in Secured Party'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 desirable useful to accomplish the purposes of this Agreement and any agreement entered into pursuant to the terms hereof (including, without limitation, the Deposit Account Control Agreements) and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of PledgorDebtor, without notice to or assent by PledgorDebtor, to do the following: (a) upon the occurrence and during the continuance of an Enforcement Event (and in accordance with clauses 9 and 10 of the STID), and at the expense of PledgorDefault, generally to sell, transfer, pledge, license, lease, otherwise dispose of, 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 NYUCC Uniform Commercial Code of the State and as fully and completely as though Secured Party were the absolute owner thereof for all purposes, and to do do, at PledgorDebtor's expense, at any time, or from time to time, all acts and things that which Secured Party deems necessary or useful to protect, preserve or realize upon the Collateral and the Security Interest Secured Party's security interest therein, in order to effect the intent of this Agreement, all at least as fully and effectively as Pledgor Debtor might do, including, without limitation: , (i) making, settling and adjusting claims in respect of Collateral under policies of insurance, endorsing the name of such Pledgor on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect thereto; (ii) filing and prosecuting of registration and transfer applications with the appropriate federal federal, state, local or local other agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes; , (iiiii) upon written notice to PledgorDebtor, exercising the exercise of voting rights with respect to voting securities, which rights may be exercised, if Secured Party so elects, with a view to causing the liquidation in a commercially reasonable manner of assets of the issuer of any such securities; , and (iviii) executingthe execution, delivering 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 PledgorDebtor's authorization given in Section §3 is not sufficient sufficient, to file such financing statements with respect hereto, with or without PledgorDebtor's signature, or a photocopy of this Agreement in substitution for a financing statement, as Secured Party may deem appropriate and to execute in PledgorDebtor's name such financing statements and amendments thereto and continuation statements that which may require PledgorDebtor's signature.

Appointment and Powers of Secured Party. Pledgor Each of the Grantors hereby irrevocably constitutes and appoints Secured Party the Agent and any director, officer or agent thereof, with full power of substitution, as its true and lawful attorneys-in-fact with full irrevocable power and authority in the place and stead of Pledgor such Grantor or in Secured Party's the Agent’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 consistent with the provisions of the Loan Documents that may be necessary or desirable useful to accomplish the purposes of this Agreement and any agreement entered into pursuant to the terms hereof (including, without limitation, the Deposit Account Control Agreements) and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of Pledgorsuch Grantor, without notice to or assent by Pledgorsuch Grantor, to do the following: (a) upon the occurrence and during the continuance of an Enforcement Event (and in accordance with clauses 9 and 10 of the STID), and at the expense of PledgorDefault, generally to sell, transfer, pledge, license, lease, otherwise dispose of, 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 NYUCC Uniform Commercial Code of the State and as fully and completely as though Secured Party the Agent were the absolute owner thereof for all purposes, and to do do, at Pledgor's each of the Grantors’ own expense, at any time, or from time to time, all acts and things that Secured Party which the Agent deems necessary or useful to protect, preserve or realize upon the Collateral and the Security Interest Agent’s security interest therein, in order to effect the intent of this Agreement, all at least as fully and effectively as Pledgor the Grantors might do, including, without limitation: , (i) making, settling and adjusting claims in respect of Collateral under policies of insurance, endorsing the name of such Pledgor on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect thereto; (ii) filing and prosecuting of registration and transfer applications with the appropriate federal federal, state, local or local other agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes; , (iiiii) upon written notice to Pledgorthe Grantors, exercising the exercise of voting rights with respect to voting securities, which rights may be exercised, if Secured Party the Agent so elects, with a view to causing the liquidation in a commercially reasonable manner of assets of the issuer of any such securities; , and (iviii) executingthe execution, delivering 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 Pledgor's the Grantors’ authorization given in Section §3 is not sufficient sufficient, to file such financing statements with respect hereto, with or without Pledgor's any Grantor’s signature, or a photocopy of this Agreement in substitution for a financing statement, as Secured Party the Agent may deem appropriate and to execute in Pledgor's any Grantor’s name such financing statements and amendments thereto and continuation statements that which may require Pledgor's any Grantor’s signature.

Appointment and Powers of Secured Party. Pledgor The Debtor hereby irrevocably constitutes and appoints the Secured Party and any director, officer or agent thereof, with full power of substitution, as its true and lawful attorneys-attorneys- in-fact with full irrevocable power and authority in the place and stead of Pledgor the Debtor or in the Secured Party'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 desirable useful to accomplish the purposes of this Agreement and any agreement entered into pursuant to the terms hereof (including, without limitation, the Deposit Account Control Agreements) and, without limiting the generality of the foregoing, at any time after which there has been an event of Default, hereby gives said attorneys the power and right, on behalf of Pledgorthe Debtor, without notice to or assent by Pledgorthe Debtor, to do the following: (a) upon the occurrence and during the continuance of a Default or an Enforcement Event (and in accordance with clauses 9 and 10 of the STID), and at the expense of PledgorDefault, generally to sell, transfer, pledge, license, lease, otherwise dispose of, 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 NYUCC Uniform Commercial Code of the State and as fully and completely as though the Secured Party were the absolute owner thereof for all purposes, and to do do, at Pledgorthe Debtor's expense, at any time, or from time to time, all acts and things that which the Secured Party deems necessary or useful to protect, preserve or realize upon the Collateral and the Security Interest Secured Party's security interest therein, in order to effect the intent of this Agreement, all at least as fully and effectively as Pledgor the Debtor might do, including, without limitation: , (i) making, settling and adjusting claims in respect of Collateral under policies of insurance, endorsing the name of such Pledgor on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect thereto; (ii) filing and prosecuting of registration and transfer applications with the appropriate federal federal, state, local or local other agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes; , (iiiii) upon written notice to Pledgorthe Debtor, exercising the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Secured Party so elects, with a view to causing the liquidation in a commercially reasonable manner of assets of the issuer of any such securities; , and (iviii) executingthe execution, delivering 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 Pledgorthe Debtor's authorization given in Section 3 is not sufficient sufficient, to file such financing statements with respect hereto, with or without Pledgorthe Debtor's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Secured Party may deem appropriate and to execute in Pledgorthe Debtor's name such financing statements and amendments thereto and continuation statements that which may require Pledgorthe Debtor's signature.

Appointment and Powers of Secured Party. Pledgor The Company hereby irrevocably constitutes and appoints the Secured Party and any director, officer or agent thereof, with full power of substitution, as its true and lawful attorneys-in-fact with full irrevocable power and authority in the place and stead of Pledgor the Company or in the Secured Party'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 reasonably desirable to accomplish the purposes of this Agreement and any agreement entered into pursuant to the terms hereof (including, without limitation, the Deposit Account Control Agreements) and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of Pledgorthe Company, without notice to or assent by Pledgorthe Company, to do the following: (ai) upon In the occurrence and during the continuance event of an Enforcement Event (and in accordance with clauses 9 and 10 of the STID), and at the expense of Pledgora Payment Default, generally to sell, transfer, pledge, license, lease, otherwise dispose of, make any agreement with respect to or otherwise deal with any of the Collateral in such manner as is consistent with the NYUCC MA UCC and as fully and completely as though the Secured Party were the absolute owner thereof for all purposes, and to do at Pledgor's the Company’s expense, at any time, or from time to time, all acts and things that which the Secured Party deems deem necessary to protect, preserve or realize upon the Collateral and the Security Interest Secured Party’s security interest therein, in order to effect the intent of this Agreement, all as fully and effectively as Pledgor the Company might do, including, without limitation: , (iA) making, settling and adjusting claims in respect of Collateral under policies of insurance, endorsing the name of such Pledgor on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect thereto; (ii) filing and prosecuting of registration and transfer applications with the appropriate federal or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes; , (iiiB) upon occurrence and during the continuance of an Event of Default (as defined in the Note), upon written notice to Pledgorthe Company, exercising the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Secured Party so elects, with a view to causing the liquidation in a commercially reasonable manner of assets of the issuer of any such securities; , and (ivC) executingthe execution, delivering 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 Pledgor's authorization given in Section 3 is not sufficient to file such financing statements with respect hereto, with or without Pledgor's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Secured Party may deem appropriate and to execute in Pledgor's name such financing statements and amendments thereto and continuation statements that may require Pledgor's signatureappropriate.