Common use of Lender Appointed Attorney-in-Fact Clause in Contracts

Lender Appointed Attorney-in-Fact. (a) Borrower hereby irrevocably constitutes and appoints Lender, with full power of substitution, as its true and lawful attorney-in-fact, with full irrevocable power and authority in its place and stead and in its name or otherwise, from time to time in Lender's discretion, at Borrower's sole cost and expense, to take any and all appropriate action and to execute and deliver any and all documents and instruments which Lender may deem reasonably necessary or advisable to accomplish the purposes of this Agreement, including, without limiting the generality of the foregoing, (i) at any time any of the Obligations are outstanding, (A) to transmit to account debtors, other obligors or any bailees notice of the interest of Lender in the Collateral or request from account debtors or such other obligors or bailees at any time, in the name of Borrower or Lender or any designee of Lender, information concerning the Collateral and any amounts owing with respect thereto; (B) to execute in the name of Borrower and file against Borrower in favor of Lender Financing Statements or amendments with respect to the Collateral, or record a copy or an excerpt hereof in the United States Copyright Office or the United States Patent and Trademark Office and to take all other steps as are necessary in the reasonable opinion of Lender under applicable law to perfect the security interests granted herein; (C) to obtain and adjust insurance required pursuant to this Agreement and to pay all or any part of the premiums therefor and the costs thereof, and (D) to pay or discharge taxes, Liens, security interests or other encumbrances levied or placed on or threatened against the Collateral; (ii) after and during the continuation of an Event of Default, (A) to receive, take, endorse, assign, deliver, accept and deposit, in the name of Lender or Borrower, any and all cash, checks, commercial paper, drafts, remittances and other instruments and documents relating to the Collateral or the proceeds thereof, (B) to notify account debtors or other obligors to make payment directly to Lender, or notify bailees as to the disposition of Collateral, (C) to change the address for delivery of mail to Borrower and to receive and open mail addressed to Borrower, (D) take or bring, in the name of Lender or Borrower, all steps, actions, suits or proceedings deemed by Lender necessary or desirable to effect collection of or other realization upon the Collateral; and (E) to extend the time of payment of, compromise or settle for cash, credit, return of merchandise, and upon any terms or conditions, any and all accounts or other Collateral which includes a monetary obligation and discharge or release the account debtor or other obligor, without affecting any of the Obligations. (b) Borrower hereby ratifies, to the extent permitted by law, all that Lender shall lawfully and in good faith do or cause to be done by virtue of and in compliance with this Agreement. The powers of attorney granted pursuant to this Agreement are each a power coupled with an interest and shall be irrevocable until the Obligations are paid indefeasibly in fully.

Lender Appointed Attorney-in-Fact. (a) Each Borrower and each other Loan Party hereby irrevocably constitutes and appoints Lender, with full power of substitution, as Lender its true and lawful attorney-in-fact, with full irrevocable power and authority in its the place and stead of such Borrower and such Loan Party and in its the name of such Borrower or such Loan Party or otherwise, from at such time to time in Lender's discretion, at Borrower's sole cost as an Event of Default has occurred and expenseis continuing, to take any and all appropriate action and to execute and deliver any and all documents and instruments instrument which Lender may reasonably deem reasonably necessary or advisable to accomplish the purposes of this Agreement, including, without limiting the generality of the foregoing, : (i) at any time any of the Obligations are outstanding, (Aa) to transmit ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to account debtors, other obligors become due under or in connection with the Accounts or any bailees notice other Collateral of the interest of Lender in the Collateral or request from account debtors such Borrower or such other obligors or bailees at any time, in the name of Borrower or Lender or any designee of Lender, information concerning the Collateral and any amounts owing with respect thereto; Loan Party; (B) to execute in the name of Borrower and file against Borrower in favor of Lender Financing Statements or amendments with respect to the Collateral, or record a copy or an excerpt hereof in the United States Copyright Office or the United States Patent and Trademark Office and to take all other steps as are necessary in the reasonable opinion of Lender under applicable law to perfect the security interests granted herein; (C) to obtain and adjust insurance required pursuant to this Agreement and to pay all or any part of the premiums therefor and the costs thereof, and (D) to pay or discharge taxes, Liens, security interests or other encumbrances levied or placed on or threatened against the Collateral; (ii) after and during the continuation of an Event of Default, (Ab) to receive, takeindorse, endorseand collect any drafts or other instruments, assigndocuments, deliverNegotiable Collateral or Chattel Paper; (c) to file any claims or take any action or institute any proceedings which Lender may deem necessary or desirable for the collection of any of the Collateral of such Borrower or such other Loan Party or otherwise to enforce the rights of Lender with respect to any of the Collateral; (d) to repair, accept and depositalter, or supply Goods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to Borrower or such other Loan Party in respect of any Account of such Borrower or such other Loan Party; (e) to use any Intellectual Property or Intellectual Property Licenses of such Borrower or such other Loan Party including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, or advertising matter, in preparing for sale, advertising for sale, or selling Inventory or other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Borrower or such other Loan Party; (f) to take exclusive possession of all locations where each Borrower or other Loan Party conducts its business or has rights of possession, without notice to or consent of any Borrower or any Loan Party and to use such locations to store, process, manufacture, sell, use, and liquidate or otherwise dispose of items that are Collateral, without obligation to pay rent or other compensation for the possession or use of any location; (g) Lender shall have the right, but shall not be obligated, to bring suit in its own name or in the applicable Loan Party’s name, to enforce the Intellectual Property and Intellectual Property Licenses and, if Lender shall commence any such suit, the appropriate Borrower or such other Loan Party shall, at the request of Lender or BorrowerLender, do any and all cash, checks, commercial paper, drafts, remittances lawful acts and other instruments and documents relating to the Collateral or the proceeds thereof, (B) to notify account debtors or other obligors to make payment directly to Lender, or notify bailees as to the disposition of Collateral, (C) to change the address for delivery of mail to Borrower and to receive and open mail addressed to Borrower, (D) take or bring, in the name of Lender or Borrower, all steps, actions, suits or proceedings deemed by Lender necessary or desirable to effect collection of or other realization upon the Collateral; and (E) to extend the time of payment of, compromise or settle for cash, credit, return of merchandise, and upon any terms or conditions, execute any and all accounts or other Collateral which includes a monetary obligation and discharge or release the account debtor or other obligor, without affecting any proper documents reasonably required by Lender in aid of the Obligations.such enforcement; and (bh) Borrower hereby ratifies, to the extent permitted by law, such Borrower and each other Loan Party hereby ratifies all that Lender such attorney-in-fact shall lawfully and in good faith do or cause to be done by virtue of and in compliance with this Agreementhereof. The powers This power of attorney granted pursuant to this Agreement are each a power is coupled with an interest and shall be irrevocable until the all commitments of Lender under this Agreement to provide extensions of credit are terminated and all Obligations are have been paid indefeasibly in fullyfull in cash.

Lender Appointed Attorney-in-Fact. (a) Borrower The Standby Creditor hereby irrevocably constitutes and appoints Lender, with full power of substitution, the Lender as its true and lawful the Standby Creditor’s attorney-in-fact, effective from the Standby Violation Date, with full irrevocable power and authority in its the place and stead of the Standby Creditor and in its the name of the Standby Creditor or otherwise, from time to time in the Lender's ’s discretion, at Borrower's sole cost and expense, to take any and all appropriate action and to execute and deliver any and all documents and instruments instrument which Lender may deem reasonably be necessary or reasonably advisable to accomplish the purposes of this Agreement, including, without . Without limiting the generality of any of the foregoing, (i) at effective from the Standby Violation Date, the Lender may without notice to the Standby Creditor or any time of its representatives, successors or assigns, perform any of the Obligations are outstandingfollowing acts, (A) to transmit to account debtors, other obligors or any bailees notice at the option of the interest of Lender in the Collateral or request from account debtors or such other obligors or bailees Lender, at any time, in meeting of creditors of the name of Borrower or Lender in connection with any case or any designee of Lenderproceeding, information concerning whether voluntary or involuntary, for the Collateral and any amounts owing with respect thereto; (B) to execute in the name of Borrower and file against Borrower in favor of Lender Financing Statements distribution, division or amendments with respect to the Collateral, or record a copy or an excerpt hereof in the United States Copyright Office or the United States Patent and Trademark Office and to take all other steps as are necessary in the reasonable opinion of Lender under applicable law to perfect the security interests granted herein; (C) to obtain and adjust insurance required pursuant to this Agreement and to pay all or any part application of the premiums therefor and assets of the costs thereof, and (D) to pay or discharge taxes, Liens, security interests or other encumbrances levied or placed on or threatened against the Collateral; (ii) after and during the continuation of an Event of Default, (A) to receive, take, endorse, assign, deliver, accept and deposit, in the name of Lender or Borrower, any and all cash, checks, commercial paper, drafts, remittances and other instruments and documents relating to the Collateral Borrower or the proceeds thereof, (B) to notify account debtors regardless of whether such case or other obligors to make payment directly to Lenderproceeding is for the liquidation, dissolution, winding up of affairs, reorganization or arrangement of the Borrower, or notify bailees as to for the disposition composition of Collateral, (C) to change the address for delivery creditors of mail to Borrower and to receive and open mail addressed to the Borrower, in bankruptcy or in connection with a receivership, or under an assignment for the benefit of creditors of the Borrower or otherwise: (Da) take To enforce claims comprising the Subordinated Debt, either in its own name or bring, in the name of Lender the Standby Creditor, by proof of debt, proof of claim, suit or Borrower, all steps, actions, suits or proceedings deemed by Lender necessary or desirable to effect collection of or other realization upon the Collateral; and (E) to extend the time of payment of, compromise or settle for cash, credit, return of merchandise, and upon any terms or conditions, any and all accounts or other Collateral which includes a monetary obligation and discharge or release the account debtor or other obligor, without affecting any of the Obligations.otherwise; (b) To collect any assets of any Borrower hereby ratifiesdistributed, divided or applied by way of division or payment, or any securities issued, on account of the Subordinated Debt and to apply the same, or the proceeds of any realization upon the same that the Lender in its discretion elects to effect, to the amounts due under the Subordinated Note until all such amounts (including, without limitation, all interest accruing thereon after commencement of any bankruptcy action) have been paid in full, rendering any surplus to the Standby Creditor if and to the extent permitted by law; (c) To vote claims comprising the Subordinated Debt to accept or reject any plan of partial or complete liquidation, all reorganization, arrangement, composition or extension; and (d) To take generally any action in connection with any such meeting, case or proceeding that Lender shall lawfully and in good faith do or cause the Standby Creditor would be authorized to be done by virtue of and in compliance with take but for this Agreement. The powers of attorney granted pursuant In the event that Lender exercises its rights under this Section 14 after the Standby Violation Date, in no event shall the Lender be liable to this Agreement are each a power coupled the Standby Creditor for any failure to prove the Subordinated Debt, to exercise any right with an interest and shall be irrevocable until the Obligations are paid indefeasibly in fullyrespect thereto or to collect any sums payable.

Lender Appointed Attorney-in-Fact. (a) Borrower Pledgor hereby irrevocably constitutes and appoints Lender, with full power of substitution, the Lender as its true and lawful Pledgor's attorney-in-fact, with full irrevocable power and authority in its the place and stead of Pledgor and in its the name of Pledgor or otherwise, from time to time upon the occurrence and continuation of an Event of Default, in the Lender's discretion, at Borrower's sole cost and expense, discretion to take any and all appropriate action and to execute and deliver any and all documents and instruments instrument which the Lender may deem reasonably necessary or advisable to accomplish the purposes of this Agreement, including, without limiting the generality of the foregoing, limitation: (i) at to receive, endorse and collect all instruments made payable to Pledgor representing any time dividend or other distribution in respect of the Collateral or any part thereof and to give full discharge for the same; (ii) to ask, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts for money due and to become due under or in respect of any of the Obligations are outstanding, Collateral; (Aiii) to transmit to account debtors, other obligors file any claims or take any bailees notice action or institute any proceedings which the Lender may deem necessary or desirable for the collection of the interest any of Lender in the Collateral or request from account debtors otherwise to enforce the rights of the Lender with respect to any of the Collateral; and (iv) generally to sell, transfer, pledge, make any agreement with respect to or such other obligors or bailees otherwise deal with any of the Collateral as fully and completely as though the Lender were the absolute owner thereof for all purposes, and to do, at the Lender's option and Pledgor's expense, at any time, in and from time to time, all acts that the name of Borrower Lender deems necessary to protect, preserve or Lender or any designee of Lender, information concerning realize upon the Collateral and any amounts owing with respect thereto; (B) to execute in the name of Borrower and file against Borrower in favor of Lender Financing Statements or amendments with respect to the Collateral, or record a copy or an excerpt hereof in the United States Copyright Office or the United States Patent and Trademark Office and to take all other steps as are necessary in the reasonable opinion of Lender under applicable law to perfect the Lender's security interests granted herein; (C) to obtain and adjust insurance required pursuant to this Agreement and to pay all or any part of the premiums therefor and the costs thereof, and (D) to pay or discharge taxes, Liens, security interests or other encumbrances levied or placed on or threatened against the Collateral; (ii) after and during the continuation of an Event of Default, (A) to receive, take, endorse, assign, deliver, accept and depositinterest therein, in order to effect the name intent of Lender or Borrower, any and all cash, checks, commercial paper, drafts, remittances and other instruments and documents relating to the Collateral or the proceeds thereof, (B) to notify account debtors or other obligors to make payment directly to Lender, or notify bailees as to the disposition of Collateral, (C) to change the address for delivery of mail to Borrower and to receive and open mail addressed to Borrower, (D) take or bring, in the name of Lender or Borrowerthis Agreement, all steps, actions, suits or proceedings deemed by Lender necessary or desirable to effect collection of or other realization upon the Collateral; as full and (E) to extend the time of payment of, compromise or settle for cash, credit, return of merchandise, and upon any terms or conditions, any and all accounts or other Collateral which includes a monetary obligation and discharge or release the account debtor or other obligor, without affecting any of the Obligations. (b) Borrower hereby ratifies, to the extent permitted by law, all that Lender shall lawfully and in good faith do or cause to be done by virtue of and in compliance with this Agreementeffectively as Pledgor might do. The powers of attorney granted pursuant to this Agreement are each a power This appointment as attorney-in-fact is coupled with an interest and is irrevocable. In performing its functions and duties under this Agreement, the Lender has not assumed and shall not be irrevocable until the Obligations are paid indefeasibly in fullydeemed to have assumed any obligation toward or relationship of agency or trust with or for Pledgor.

Lender Appointed Attorney-in-Fact. (a) The Borrower hereby irrevocably constitutes and appoints Lenderthe Lender and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-factfact (which appointment as attorney-in-fact shall be coupled with an interest), with full irrevocable power authority, if a Notice of Suspension has been delivered by the Lender and authority in its place and stead and in its name or otherwise, from time to time in Lender's discretion, at Borrower's sole cost and expenseuntil such Notice of Suspension has been withdrawn, to take any and all appropriate action and to execute and deliver any and all documents and instruments which in the place and stead of the Borrower and in the name of the Borrower or otherwise, that the Lender may deem reasonably necessary or advisable to accomplish the purposes of this AgreementAgreement in a commercially reasonable manner to the extent required by the UCC, without notice to the Borrower, including: (a) if an Event of Default has occurred and is continuing, without limiting to exercise the generality of rights and remedies set forth in this Agreement and the foregoingother Financing Documents; (b) to take any action that the Lender may, in its discretion and at the Borrower’s expense, deem necessary or appropriate (i) to perfect, maintain and enforce any security interest or other Lien created in favor of the Lender, (ii) to create, perfect, maintain and enforce any security interest or other Lien granted or purported to be granted hereby or (iii) to otherwise accomplish the purposes of this Agreement; (c) to receive, endorse and collect all funds or other property in which the Borrower has an interest and that would constitute Collateral under the terms of this Agreement or the other Financing Documents, in each case representing any proceeds, dividends, interest payments or other distributions constituting Collateral or any part thereof and to give full discharge for the same and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed necessary or appropriate by the Lender for the purpose of collecting any and all of such proceeds, dividends, payments or other distributions; (d) to pay or discharge taxes and liens levied or placed on the Collateral; provided, that the Lender shall use commercially reasonable efforts to notify the Borrower of such taxes prior to payment thereof to the relevant Governmental Authority; (i) to direct any party liable for any payment under or with respect to any of the Collateral to make payment of any and all moneys due or to become due thereunder or with respect thereto directly to the Lender or as the Lender may direct, (ii) to ask or make, demand for, collect, receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any of the Obligations are outstandingCollateral, (Aiii) to transmit commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to account debtors, other obligors or any bailees notice of the interest of Lender in collect the Collateral or request from account debtors any part thereof and to enforce any other right in respect of any of the Collateral, (iv) to defend any suit, action or such other obligors or bailees at proceeding brought against the Borrower with respect to any time, in the name of Borrower or Lender or any designee of Lender, information concerning the Collateral and any amounts owing with respect thereto; (Bv) to execute settle, compromise or adjust any suit, action or proceeding described in Sections 5.2(e)(iii) and (iv) and, in connection therewith, to give such discharges or releases as the name Lender may deem appropriate; (f) to execute, in connection with any sale, lease, license or other disposition permitted to be made by the Lender hereunder, any endorsements, assignments, transfer statements or other instruments of Borrower and file against Borrower in favor of Lender Financing Statements conveyance or amendments transfer with respect to the Collateral, and to file or record a copy register the same if required by applicable Law; and (g) to communicate in its own name with any party to any agreement or an excerpt hereof instrument included in the United States Copyright Office or the United States Patent and Trademark Office and Collateral, at any reasonable time, with regard to take all other steps as are necessary in the reasonable opinion of Lender under applicable law to perfect the security interests granted herein; (C) to obtain and adjust insurance required pursuant to this Agreement and to pay all or any part of the premiums therefor and the costs thereof, and (D) to pay or discharge taxes, Liens, security interests or other encumbrances levied or placed on or threatened against the Collateral; (ii) after and during the continuation of an Event of Default, (A) to receive, take, endorse, assign, deliver, accept and deposit, in the name of Lender or Borrower, any and all cash, checks, commercial paper, drafts, remittances and other instruments and documents matter relating to the Collateral such agreement or the proceeds thereof, (B) to notify account debtors or other obligors to make payment directly to Lender, or notify bailees as to the disposition of Collateral, (C) to change the address for delivery of mail to Borrower and to receive and open mail addressed to Borrower, (D) take or bring, in the name of Lender or Borrower, all steps, actions, suits or proceedings deemed by Lender necessary or desirable to effect collection of or other realization upon the Collateral; and (E) to extend the time of payment of, compromise or settle for cash, credit, return of merchandise, and upon any terms or conditions, any and all accounts or other Collateral which includes a monetary obligation and discharge or release the account debtor or other obligor, without affecting any of the Obligationsinstrument. (b) Borrower hereby ratifies, to the extent permitted by law, all that Lender shall lawfully and in good faith do or cause to be done by virtue of and in compliance with this Agreement. The powers of attorney granted pursuant to this Agreement are each a power coupled with an interest and shall be irrevocable until the Obligations are paid indefeasibly in fully.

Lender Appointed Attorney-in-Fact. (a) From and after the occurrence and during the existence of an Event of Default, Borrower hereby irrevocably constitutes and appoints Lender, Xxxxxx as the attorney-in-fact of Borrower with full power of substitution, as its true and lawful attorney-in-fact, substitution either in the Lender’s name or in the name of Borrower to do any of the following with full irrevocable power and authority respect to the Incentives Collateral: (a) to perform any obligation of Borrower hereunder in its place and stead and in its Borrower’s name or otherwise; (b) to ask for, from time demand, sue for, collect, receive, receipt and give acquittance for any and all moneys due or to time become due under and by virtue of any Incentives Collateral; (c) to prepare, execute, file, record or deliver notices, assignments, financing statements, continuation statements, applications for registration or like papers to perfect, preserve or release the Lender’s security interest in Lender's discretionthe Incentives Collateral or any of the documents, at instruments, certificates and agreements described in Section 1 hereof; (d) to verify facts concerning the Incentives Collateral in its own name or a fictitious name; (e) to endorse checks, drafts, orders and other instruments for the payment of money payable to Borrower's sole cost , representing any interest or dividend or other premium or distribution payable in respect of the Incentives Collateral or any part thereof or on account thereof and expenseto give full discharge for the same; (f) to exercise all rights, powers and remedies which such Borrower would have, but for this Agreement, under the Incentives Collateral; and (g) to carry out the provisions of this Assignment and to take any and all appropriate action and to execute and deliver any and all documents and instruments instrument which the Lender may deem reasonably necessary or advisable to accomplish the purposes of this Agreementhereof, including, without limiting the generality of the foregoing, (i) at any time any of the Obligations are outstanding, (A) and to transmit to account debtors, other obligors or any bailees notice of the interest of Lender in the Collateral or request from account debtors or such other obligors or bailees at any time, do all acts and things and execute all documents in the name of such Borrower or otherwise, deemed by Lender as necessary, proper and convenient in connection with the preservation, perfection or enforcement of its rights hereunder. Nothing herein contained shall be construed as requiring or obligating Lender to make any designee commitment or to make any inquiry as to the nature or sufficiency of Lenderany payment received by it, information concerning the Collateral and or to present or file any amounts owing with respect thereto; (B) claim or notice, or to execute in the name of Borrower and file against Borrower in favor of Lender Financing Statements or amendments take any action with respect to the Collateral, or record a copy or an excerpt hereof in the United States Copyright Office or the United States Patent and Trademark Office and to take all other steps as are necessary in the reasonable opinion of Lender under applicable law to perfect the security interests granted herein; (C) to obtain and adjust insurance required pursuant to this Agreement and to pay all Incentives Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken by Lender or omitted to be taken with respect to the Incentives Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Borrower or to any claim or action against Xxxxxx except to the premiums therefor and the costs thereofextent of Xxxxxx’s gross negligence, fraud or willful misconduct. The power of attorney granted herein (i) is irrevocable, (ii) shall be deemed to be coupled with an interest, (iii) is effective immediately, and (Div) to pay or discharge taxes, Liens, security interests or other encumbrances levied or placed on or threatened against the Collateral; (ii) after is exercisable and enforceable only during the continuation existence of an Event of Default, (A) to receive, take, endorse, assign, deliver, accept and deposit, in the name of Lender or Borrower, any and all cash, checks, commercial paper, drafts, remittances and other instruments and documents relating to the Collateral or the proceeds thereof, (B) to notify account debtors or other obligors to make payment directly to Lender, or notify bailees as to the disposition of Collateral, (C) to change the address for delivery of mail to Borrower and to receive and open mail addressed to Borrower, (D) take or bring, in the name of Lender or Borrower, all steps, actions, suits or proceedings deemed by Lender necessary or desirable to effect collection of or other realization upon the Collateral; and (E) to extend the time of payment of, compromise or settle for cash, credit, return of merchandise, and upon any terms or conditions, any and all accounts or other Collateral which includes a monetary obligation and discharge or release the account debtor or other obligor, without affecting any of the Obligations. (b) Borrower hereby ratifies, to the extent permitted by law, all that Lender shall lawfully and in good faith do or cause to be done by virtue of and in compliance with this Agreement. The powers of attorney granted pursuant to this Agreement are each a power coupled with an interest and shall be irrevocable until the Obligations are paid indefeasibly in fully.

Lender Appointed Attorney-in-Fact. (a) Borrower Debtor hereby irrevocably constitutes and appoints Lender, with full power of substitution, Lender as its true and lawful attorney-in-fact, with full irrevocable power and authority in its the place and stead of Debtor, as applicable, and in its the name of Debtor, as applicable, or otherwise, from time to time in Lender's discretion, discretion at Borrower's sole cost and expenseany time after the occurrence of an Event of Default (as such term is defined in the Note), to take any and all appropriate action and to execute and deliver any and all documents and instruments instrument which Lender may deem reasonably necessary or advisable to accomplish the purposes of this Agreement, including, without limiting the generality limitation: (a) to obtain insurance required to be maintained by Debtor and to settle and adjust claims under any insurance policy including, without limitation, any such policy related to a Client Note; (b) to ask, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts for moneys due and to become due, under or in respect of the foregoing, (i) at any time any of the Obligations are outstandingCollateral including, without limitation, moneys due and to become due under the Client Notes and the Client Loan Documents or otherwise; (Ac) to transmit file any claims or take any action or institute any proceedings which Lender may deem necessary or desirable to account debtors, other obligors or enforce the rights of Lender with respect to any bailees notice of the interest Collateral including, without limitation, the Client Notes and the Client Loan Documents; (d) to commence and prosecute any actions in any court for the purposes of collecting amounts owed to Debtor under the Client Notes and Client Loan Documents, and otherwise, and enforcing any other rights in respect thereof, and to defend, settle or compromise any action brought and, in connection therewith, and to give such discharge or release as Lender in the Collateral may deem appropriate; (e) to receive, open and dispose of mail addressed to Debtor and endorse checks, notes, drafts, acceptances, money orders, bills of lading, warehouse receipts or request from other instruments or documents evidencing payment made on account debtors of or such other obligors or bailees at any time, funds paid on behalf of and in the name of Borrower Debtor including, without limitation, payment of Client Notes; (f) sell, assign, transfer, make any agreement in respect of, or otherwise deal with or exercise rights in respect of, any Collateral as fully and completely as though Lender or any designee of Lender, information concerning were the Collateral and any amounts owing with respect thereto; absolute owner thereof for all purposes; (Bg) to execute in the name of Borrower and file against Borrower in favor of Lender Financing Statements or amendments with respect any other documents or writing deemed necessary by Lender to the Collateral, evidence or record a copy or an excerpt hereof perfect Lender's security interest in the United States Copyright Office or Collateral including, without limitation, the United States Patent Client Notes and Trademark Office and the Client Loan Documents; provided that Lender agrees to take all other steps as are necessary in the reasonable opinion furnish copies of Lender under applicable law any document executed hereunder to perfect the security interests granted herein; Debtor; (Ch) to obtain enter on the premises of Debtor in order to exercise any of Lender's rights and adjust insurance required pursuant to this Agreement and to pay all or any part of the premiums therefor and the costs thereof, and remedies; (D) to pay or discharge taxes, Liens, security interests or other encumbrances levied or placed on or threatened against the Collateral; (ii) after and during the continuation of an Event of Default, (Ai) to receive, take, endorse, assignand collect any drafts or other instruments, deliverdocuments, accept assignments, and deposit, in the name of Lender or Borrower, any and all cash, checks, commercial chattel paper, drafts, remittances and other instruments and documents relating to the Collateral or the proceeds thereof, ; and (Bj) to notify account debtors file any claims or other obligors to make payment directly to Lender, take any action or notify bailees as to the disposition of Collateral, (C) to change the address for delivery of mail to Borrower and to receive and open mail addressed to Borrower, (D) take or bring, in the name of institute any proceedings which Lender or Borrower, all steps, actions, suits or proceedings deemed by Lender may deem necessary or desirable to effect collection enforce the rights of or other realization upon the Collateral; and (E) Lender with respect to extend the time of payment of, compromise or settle for cash, credit, return of merchandise, and upon any terms or conditions, any and all accounts or other Collateral which includes a monetary obligation and discharge or release the account debtor or other obligor, without affecting any of the Obligations. (b) Borrower hereby ratifies, to the extent permitted by law, all that Lender shall lawfully and in good faith do or cause to be done by virtue of and in compliance with this AgreementCollateral. The powers foregoing appointment of attorney granted pursuant to this Agreement are each a power Lender as attorney-in-fact is coupled with an interest and shall be irrevocable until the Obligations are paid indefeasibly in fullyis irrevocable.

Lender Appointed Attorney-in-Fact. (a) Borrower hereby irrevocably constitutes and appoints LenderLender and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact, fact with full irrevocable power and authority in its the place and stead of Borrower and in the name of Borrower or in its name or otherwiseown name, from time to time in Lender's Lender`s discretion, at Borrower's sole cost and expensefor the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute and deliver any and all documents and instruments which Lender may deem reasonably be necessary or advisable desirable to accomplish the purposes of this Agreement, includingAgreement and, without limiting the generality of the foregoing, hereby gives Lender the power and right, on behalf of Borrower, without notice to or assent by Borrower to do the following: (i) at to ask, demand, collect, receive and give acquittances and receipts for any time and all moneys due and to become due under any of the Obligations are outstanding, (A) to transmit to account debtors, other obligors or any bailees notice of the interest of Lender in the Collateral or request from account debtors or such other obligors or bailees at any timeand, in the name of Borrower or Lender its own name or otherwise, to take possession of, and endorse and collect, any designee checks, drafts, notes, acceptances or other Instruments for the payment of Lender, information concerning the moneys due under any Collateral and to file any amounts owing with respect thereto; claim or to take any other action or proceeding in any court of law or entity or otherwise deemed appropriate by Lender for the purpose of collecting any and all such moneys due under any Collateral whenever payable and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by Lender for the purpose of collecting any and all such moneys due under any Collateral whenever payable; (Bii) to execute in the name of Borrower and file pay or discharge taxes or Liens levied or placed on or threatened against Borrower in favor of Lender Financing Statements or amendments with respect to the Collateral, to effect any repairs or record a copy or an excerpt hereof in any insurance called for by the United States Copyright Office or the United States Patent and Trademark Office and to take all other steps as are necessary in the reasonable opinion terms of Lender under applicable law to perfect the security interests granted herein; (C) to obtain and adjust insurance required pursuant to this Agreement and to pay all or any part of the premiums therefor and the costs thereof; and (A) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due, and to become due thereunder, directly to Lender or as Lender shall direct; (B) to receive payment of and receipt for any and all moneys, claims and other amounts due, and to become due at any time, in respect of, or arising out of, any Collateral; (C) to sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with receivables constituting or relating to the Collateral, (D) to pay commence and prosecute any suits, actions or discharge taxes, Liens, security interests proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any part thereof and to enforce any other encumbrances levied or placed on or threatened against the right in respect of any Collateral; (iiE) after to defend any suit, action or proceeding brought against Borrower with respect to any Collateral; (F) to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as Lender may deem appropriate; and (G) generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though Lender were the absolute owner thereof for all purposes, and to do, at Lender's option and Borrower's expense, at any time, or from time to time, all acts and things which Lender reasonably deems necessary to protect, preserve or realize upon the Collateral and Lender's Lien therein, in order to effect the intent of this Agreement, all as fully and effectively as Borrower might do. (b) Lender agrees that until the Commitment Expiration Date, or until the occurrence and during the continuation of an Event of Default, (A) it will forebear from exercising the power of attorney or any rights granted to receive, take, endorse, assign, deliver, accept and deposit, in the name of Lender or Borrower, any and all cash, checks, commercial paper, drafts, remittances and other instruments and documents relating pursuant to the Collateral or the proceeds thereof, (B) to notify account debtors or other obligors to make payment directly to Lender, or notify bailees as to the disposition of Collateral, (C) to change the address for delivery of mail to Borrower and to receive and open mail addressed to Borrower, (D) take or bring, in the name of Lender or Borrower, all steps, actions, suits or proceedings deemed by Lender necessary or desirable to effect collection of or other realization upon the Collateral; and (E) to extend the time of payment of, compromise or settle for cash, credit, return of merchandise, and upon any terms or conditions, any and all accounts or other Collateral which includes a monetary obligation and discharge or release the account debtor or other obligor, without affecting any of the Obligations. (b) this Section Borrower hereby ratifies, to the extent permitted by law, all that Lender said attorneys shall lawfully and in good faith do or cause to be done by virtue of and in compliance with this Agreementhereof. The powers power of attorney granted pursuant to this Agreement are each Section is a power coupled with an interest and shall be irrevocable until the Obligations are indefeasibly paid indefeasibly in fullyfull. (c) The powers conferred on Lender hereunder are solely to protect Lender's interests in the Collateral and shall not impose any duty upon it to exercise any such powers. Lender shall be accountable only for 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 Borrower for any act or failure to act, except for its or their own gross negligence or willful misconduct. (d) Borrower also authorizes Lender, at any time and from time to time to communicate in its own name with any party to any contract with regard to the assignment of the right, title and interest of Borrower in and under the Collateral hereunder and other matters relating thereto.

Lender Appointed Attorney-in-Fact. (a) Borrower Each Grantor hereby irrevocably constitutes and appoints LenderLender and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact, fact with full irrevocable power and authority in its the place and stead of such Grantor and in the name of such Grantor or in its name or otherwiseown name, from time to time in Lender's discretion, at Borrower's sole cost and expensefor the purpose of carrying out the terms of this Agreement, to take take, upon the occurrence and during the continuance of any Event of Default, any and all appropriate action actions and to execute and deliver any and all documents and instruments which Lender may deem reasonably that may, in the judgment of Lender, be necessary or advisable desirable to accomplish the purposes of this Agreement, including, without . Without limiting the generality of the foregoing, after the occurrence and during the continuance of any Event of Default each Grantor hereby gives Lender the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any or all of the following: (a) (i) at any time any demand payment of the Obligations are outstanding, (A) to transmit to account debtors, other obligors or any bailees notice of the interest of Lender in the Collateral or request from account debtors or such other obligors or bailees at any time, in the name of Borrower or Lender or any designee of Lender, information concerning the Collateral and any amounts owing with respect theretoits Receivables Collateral; (Bii) to execute in the name enforce payments of Borrower its Receivables Collateral by legal proceedings or otherwise; (iii) exercise all of its rights and file against Borrower in favor of Lender Financing Statements or amendments remedies with respect to proceedings brought to collect its Receivables Collateral; (iv) sell or assign its Receivables Collateral upon such terms, for such amount and at such times as Lender deems advisable; (v) settle, adjust, compromise, extend or renew any of its Receivables Collateral; (vi) discharge and release any of its Receivables Collateral; (vii) prepare, file and sign such Grantor’s name on any proof of claim in bankruptcy or other similar document against any Loan Party of any of its Receivables Collateral; (viii) notify the post office authorities to change the address for delivery of such Grantor’s mail to an address designated by Lender, and open and dispose of all mail addressed to such Grantor; and (ix) endorse such Grantor’s name upon any Chattel Paper, Document, Instrument, invoice, or similar document or agreement relating to any Receivables Collateral or any goods pertaining thereto; (b) in the case of any Intellectual Property Collateral, execute and deliver, and have recorded, any and all agreements, instruments, documents and papers as Lender may request to evidence the Lender Parties’ security interest in such Intellectual Property Collateral and the goodwill and general intangibles of such Grantor relating thereto or represented thereby; (c) take possession of and indorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under or in respect of any Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by Lender for the purpose of collecting any and all such moneys due under or in respect of any Collateral whenever payable; (d) payor discharge taxes and Liens levied or placed on or threatened against the Collateral, effect any repairs or record a copy or an excerpt hereof in any insurance called for by the United States Copyright Office or the United States Patent and Trademark Office and to take all other steps as are necessary in the reasonable opinion terms of Lender under applicable law to perfect the security interests granted herein; (C) to obtain and adjust insurance required pursuant to this Agreement and to pay all or any part of the premiums therefor and the costs thereof; (e) execute, in connection with any sale or other disposition provided for in Section 6.1, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral; and (i) direct any Person liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly to Lender or as Lender shall direct; (ii) ask or demand for, collect, and receive payment of and give receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral; (Diii) to pay sign and endorse any invoices, freight or discharge taxesexpress bills, Liensbills of lading, security interests storage or warehouse receipts, drafts against debtors, assignments, verifications, notices and other encumbrances levied or placed on or threatened against documents in connection with any of the Collateral; (iiiv) after commence and during the continuation prosecute any suits, actions or proceedings at law or in equity in any court of an Event of Default, (A) competent jurisdiction to receive, take, endorse, assign, deliver, accept and deposit, in the name of Lender or Borrower, any and all cash, checks, commercial paper, drafts, remittances and other instruments and documents relating to collect the Collateral or any portion thereof and to enforce any other right in respect of any Collateral; (v) defend any suit, action or proceeding brought against such Grantor with respect to any Collateral; (vi) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or releases as Lender may deem appropriate; (vii) notify, or require such Grantor to notify, Account Debtors to make all payments directly to Lender and change the proceeds thereof, (B) to notify account debtors post office box number or other obligors address to which the Account Debtors make payment directly payments; (viii) assign any Intellectual Property Collateral (along with the goodwill of the business to Lenderwhich any such Intellectual Property Collateral pertains), or notify bailees throughout the world for such terms, on such conditions, and in such manner, as to the disposition of Collateral, (C) to change the address for delivery of mail to Borrower and to receive and open mail addressed to Borrower, (D) take or bring, Lender shall in the name of Lender or Borrower, all steps, actions, suits or proceedings deemed by Lender necessary or desirable to effect collection of or other realization upon the Collateralits sole discretion determine; and (Eix) generally, sell, transfer, pledge and make any agreement with respect to extend the time of payment of, compromise or settle for cash, credit, return of merchandise, and upon any terms or conditions, any and all accounts or other Collateral which includes a monetary obligation and discharge or release the account debtor or other obligor, without affecting otherwise deal with any of the Obligations. (b) Borrower hereby ratifiesCollateral as fully and completely as though Lender were the absolute owner thereof for all purposes, and do, at Lender’s option and such Grantor’s expense, at any time, or from time to the extent permitted by lawtime, all acts and things that Lender shall lawfully deems necessary to protect, preserve or realize upon the Collateral and in good faith do or cause the Lender’s security interests therein and to be done by virtue effect the intent of and in compliance with this Agreement, all as fully and effectively as Grantor might do. The powers Each Grantor hereby acknowledges, consents and agrees that the power of attorney granted pursuant to this Agreement are each a power Section is irrevocable and coupled with an interest and shall be irrevocable until the Obligations are paid indefeasibly in fullyinterest.

Lender Appointed Attorney-in-Fact. (a) Borrower hereby irrevocably constitutes and appoints Lender, with full power of substitution, Lender as its true and lawful such Borrower’s attorney-in-fact, with full irrevocable power and authority in its the place and stead of Borrower and in its the name or otherwiseof Borrower, from time to time in Lender's ’s discretion, at Borrower's sole cost and expense, to take any and all appropriate action and to execute and deliver any and all documents and instruments which instrument that Lender may deem reasonably necessary or advisable to accomplish the purposes of this AgreementAgreement and each other applicable Financing Document, from time to time after the occurrence and during the continuation of a Default, including, without limiting the generality of the foregoing, : (i) at any time any of the Obligations are outstanding, (A) to transmit to account debtors, other obligors or any bailees notice of the interest of Lender in the Collateral or request from account debtors or such other obligors or bailees at any time, in the name of Borrower or Lender or any designee of Lender, information concerning the Collateral and any amounts owing with respect thereto; (B) to execute in the name of Borrower and file against Borrower in favor of Lender Financing Statements or amendments with respect to the Collateral, or record a copy or an excerpt hereof in the United States Copyright Office or the United States Patent and Trademark Office and to take all other steps as are necessary in the reasonable opinion of Lender under applicable law to perfect the security interests granted herein; (Ca) to obtain and adjust insurance (including any claims thereunder) required pursuant to this Agreement be maintained by Borrower or paid to Lender; (b) to ask for, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts for moneys due and to pay all become due under or in respect of any part of the premiums therefor Collateral; (c) to receive, endorse and the costs thereofcollect any drafts or other instruments, documents and chattel paper in connection with clauses (a) and (Db) above; (d) to file any claims or take any action or institute any proceedings that Lender may deem necessary or desirable for the collection or preservation of any of the Collateral or otherwise to enforce or protect the rights of Lender with respect to any of the Collateral; (e) to pay or discharge taxes, Liens, security interests taxes or liens (other encumbrances than liens permitted under the Financing Documents) levied or placed on upon or threatened against the Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by Lender in its sole discretion, any such payments made by Lender to become obligations of Borrower to Lender, due and payable immediately without demand; (ii) after and during the continuation of an Event of Default, (Af) to receivesign and endorse any invoices, takedrafts against debtors, endorseassignments, assign, deliver, accept verifications and deposit, notices in the name of Lender or Borrower, any and all cash, checks, commercial paper, drafts, remittances connection with accounts and other instruments and documents relating to the Collateral or the proceeds thereof, (B) to notify account debtors or other obligors to make payment directly to Lender, or notify bailees as to the disposition of Collateral, (C) to change the address for delivery of mail to Borrower and to receive and open mail addressed to Borrower, (D) take or bring, in the name of Lender or Borrower, all steps, actions, suits or proceedings deemed by Lender necessary or desirable to effect collection of or other realization upon the Collateral; and (Eg) generally to extend the time of payment ofsell, compromise transfer, pledge, make any agreement with respect to or settle for cash, credit, return of merchandise, and upon any terms or conditions, any and all accounts or other Collateral which includes a monetary obligation and discharge or release the account debtor or other obligor, without affecting otherwise deal with any of the Obligations. (b) Borrower hereby ratifiesCollateral as fully and completely as though Lender were the absolute owner thereof for all purposes, and to the extent permitted by lawdo, at Lender’s option and Borrower’s expense, at any time or from time to time, all acts and things that Lender shall lawfully deems necessary to protect, preserve or realize upon the Collateral and any proceeds thereof and Lender’s security interests therein in good faith do or cause order to be done by virtue effect the purpose and intent of the Financing Documents, all as fully and effectively as Lender may elect in compliance with this Agreement. The powers of attorney granted pursuant to this Agreement are each a power coupled with an interest and shall be irrevocable until the Obligations are paid indefeasibly in fullyits sole discretion.

Lender Appointed Attorney-in-Fact. (a) Borrower Each Loan Party hereby irrevocably constitutes and appoints Lender, with full power of substitution, as Lender its true and lawful attorney-in-fact, with full irrevocable power and authority in its the place and stead of such Loan Party and in its the name of such Loan Party or otherwise, from at such time to time in Lender's discretion, at Borrower's sole cost as an Event of Default has occurred and expenseis continuing, to take any and all appropriate action and to execute and deliver any and all documents and instruments instrument which Lender may reasonably deem reasonably necessary or advisable to accomplish the purposes of this Agreement, including, without limiting the generality of the foregoing, : (i) at any time any of the Obligations are outstanding, (Aa) to transmit ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to account debtors, other obligors become due under or in connection with the Accounts or any bailees notice other Collateral of the interest of Lender in the Collateral or request from account debtors such Borrower or such other obligors or bailees at any time, in the name of Borrower or Lender or any designee of Lender, information concerning the Collateral and any amounts owing with respect thereto; Loan Party; (B) to execute in the name of Borrower and file against Borrower in favor of Lender Financing Statements or amendments with respect to the Collateral, or record a copy or an excerpt hereof in the United States Copyright Office or the United States Patent and Trademark Office and to take all other steps as are necessary in the reasonable opinion of Lender under applicable law to perfect the security interests granted herein; (C) to obtain and adjust insurance required pursuant to this Agreement and to pay all or any part of the premiums therefor and the costs thereof, and (D) to pay or discharge taxes, Liens, security interests or other encumbrances levied or placed on or threatened against the Collateral; (ii) after and during the continuation of an Event of Default, (Ab) to receive, takeindorse, endorseand collect any drafts or other instruments, assigndocuments, deliverNegotiable Collateral or Chattel Paper; (c) to file any claims or take any action or institute any proceedings which Lender may deem reasonably necessary for the collection of any of the Collateral of such Borrower or such other Loan Party or otherwise to enforce the rights of Lender with respect to any of the Collateral; (d) to repair, accept and depositalter, or supply Goods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to Borrower or such other Loan Party in respect of any Account of such Borrower or such other Loan Party; (e) to use any Intellectual Property or Intellectual Property Licenses of such Borrower or such other Loan Party including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, or advertising matter, in preparing for sale, advertising for sale, or selling Inventory or other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Borrower or such other Loan Party; (f) to take exclusive possession of all locations where each Borrower or other Loan Party conducts its business or has rights of possession, without notice to or consent of any Borrower or any Loan Party and to use such locations to store, process, manufacture, sell, use, and liquidate or otherwise dispose of items that are Collateral, without obligation to pay rent or other compensation for the possession or use of any location; (g) Lender shall have the right, but shall not be obligated, to bring suit in its own name or in the applicable Loan Party’s name, to enforce the Intellectual Property and Intellectual Property Licenses and, if Lender shall commence any such suit, the appropriate Borrower or such other Loan Party shall, at the request of Lender or BorrowerLender, do any and all cash, checks, commercial paper, drafts, remittances lawful acts and other instruments and documents relating to the Collateral or the proceeds thereof, (B) to notify account debtors or other obligors to make payment directly to Lender, or notify bailees as to the disposition of Collateral, (C) to change the address for delivery of mail to Borrower and to receive and open mail addressed to Borrower, (D) take or bring, in the name of Lender or Borrower, all steps, actions, suits or proceedings deemed by Lender necessary or desirable to effect collection of or other realization upon the Collateral; and (E) to extend the time of payment of, compromise or settle for cash, credit, return of merchandise, and upon any terms or conditions, execute any and all accounts or other Collateral which includes a monetary obligation and discharge or release the account debtor or other obligor, without affecting any proper documents reasonably required by Lender in aid of the Obligations.such enforcement; and (bh) Borrower hereby ratifies, to the extent permitted by law, such Loan Party hereby ratifies all that Lender such attorney-in-fact shall lawfully and in good faith do or cause to be done by virtue of and in compliance with this Agreementhereof. The powers This power of attorney granted pursuant to this Agreement are each a power is coupled with an interest and shall be irrevocable until the all commitments of Lender under this Agreement to provide extensions of credit are terminated and all Obligations are have been paid indefeasibly in fullyfull in cash.

Lender Appointed Attorney-in-Fact. (a) Borrower hereby irrevocably constitutes and appoints Lender, with full power of substitution, the Lender as its true and lawful Borrower’s attorney-in-fact, with full irrevocable power and authority in its the place and stead of the Borrower and in its the name or otherwiseof the Borrower, from time to time in Lender's discretion, at Borrower's sole cost upon the occurrence and expense, to take any and all appropriate action and to execute and deliver any and all documents and instruments which Lender may deem reasonably necessary or advisable to accomplish the purposes of this Agreement, including, without limiting the generality of the foregoing, (i) at any time any of the Obligations are outstanding, (A) to transmit to account debtors, other obligors or any bailees notice of the interest of Lender in the Collateral or request from account debtors or such other obligors or bailees at any time, in the name of Borrower or Lender or any designee of Lender, information concerning the Collateral and any amounts owing with respect thereto; (B) to execute in the name of Borrower and file against Borrower in favor of Lender Financing Statements or amendments with respect to the Collateral, or record a copy or an excerpt hereof in the United States Copyright Office or the United States Patent and Trademark Office and to take all other steps as are necessary in the reasonable opinion of Lender under applicable law to perfect the security interests granted herein; (C) to obtain and adjust insurance required pursuant to this Agreement and to pay all or any part of the premiums therefor and the costs thereof, and (D) to pay or discharge taxes, Liens, security interests or other encumbrances levied or placed on or threatened against the Collateral; (ii) after and during the continuation of an Event of Default, in the Lender’s discretion to take any action and to execute any instrument that the Lender may deem necessary or advisable to accomplish the purpose of this Agreement, including: (Aa) To ask for, demand, collect, sxx for, recover, compound, receive and give acquaintance and receipts for moneys due and to become due under or in respect of the Collateral; (b) To receive, takeendorse and collect any drafts or other instruments, endorsedocuments and chattel paper in connection with clause (a) above; (c) To file any claims or take any action or institute any proceedings that the Lender may reasonably deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Lender with respect to any of the Collateral; (d) To pay or discharge taxes or Liens levied or placed upon or threatened against the Collateral, assign, deliver, accept the legality or validity thereof and deposit, the amounts necessary to discharge the same to be determined by the Lender in the name of Lender or Borrowerits sole discretion, any such payments made by the Lender to become obligations of the Borrower to the Lender, due and all cashpayable immediately without demand; (e) To sign and endorse any invoices, checksfreight or express bills, commercial paperbills of lading, draftsstorage or warehouse receipts, remittances drafts against debtors, assignments, verifications and notices in connection with any accounts, contract rights or general intangibles and other instruments and documents relating to the Collateral or the proceeds thereof, (B) to notify account debtors or other obligors to make payment directly to Lender, or notify bailees as to the disposition of Collateral, (C) to change the address for delivery of mail to Borrower and to receive and open mail addressed to Borrower, (D) take or bring, in the name of Lender or Borrower, all steps, actions, suits or proceedings deemed by Lender necessary or desirable to effect collection of or other realization upon the Collateral; and and (Ef) Generally to extend the time of payment ofsell, compromise transfer, pledge, make any agreement with respect to or settle for cash, credit, return of merchandise, and upon any terms or conditions, any and all accounts or other Collateral which includes a monetary obligation and discharge or release the account debtor or other obligor, without affecting otherwise deal with any of the Obligations. (b) Borrower hereby ratifiesCollateral as fully and completely as though the Lender were the absolute owner thereof for all purposes, and to do, at the extent permitted by lawLender’s option and the Borrower’s expense, at any time or from time to time, all acts and things that the Lender shall lawfully deems necessary to protect, preserve or realize upon the Collateral and the Lender’s security interest therein in good faith do or cause order to be done by virtue effect the intent of and in compliance with this Agreement. The powers of attorney granted pursuant to this Agreement are each a power coupled with an interest , all as fully and shall be irrevocable until effectively as the Obligations are paid indefeasibly in fullyBorrower might do.

Lender Appointed Attorney-in-Fact. (a) Borrower hereby irrevocably constitutes and appoints Lender, with full power of substitution, as its true and lawful attorney-in-fact, with full irrevocable power and authority in its place and stead and in its name or otherwise, from time to time in Lender's discretion, at Borrower's ’s sole cost and expense, until the Obligations are indefeasibly paid in full, to take any and all appropriate action and to execute and deliver any and all documents and instruments which Lender may deem reasonably necessary or advisable to accomplish the purposes of this Agreement, including, without limiting the generality of the foregoing, (i) at any time any of the Obligations are outstanding, (A) to transmit to account debtorsAccount Debtors, other obligors or any bailees notice of the interest of Lender in the Collateral or request from account debtors Account Debtors or such other obligors or bailees at any time, in the name of Borrower or Lender or any designee of Lender, information concerning the Collateral and any amounts owing with respect thereto; (B) to execute in the name of Borrower and file against Borrower in favor of Lender Financing Statements or amendments with respect to the Collateral, or record a copy or an excerpt hereof in the United States Copyright Office or the United States Patent and Trademark Office and to take all other steps as are necessary in the reasonable opinion of Lender under applicable law to perfect the security interests granted herein; and (C) to obtain and adjust insurance required pursuant to this Agreement and to pay all or any part of the premiums therefor and the costs thereof, and (D) to pay or discharge taxesTaxes, Liens, security interests or other encumbrances levied or placed on or threatened against the Collateral; and (ii) after and during the continuation of an Event of Default, (A) to receive, take, endorse, assign, deliver, accept and deposit, in the name of Lender or Borrower, any and all cash, checks, commercial paper, drafts, remittances and other instruments and documents relating to the Collateral or the proceeds Proceeds thereof, (B) to notify account debtors Account Debtors or other obligors to make payment directly to Lender, or notify bailees as to the disposition of Collateral, (C) to change the address for delivery of mail to Borrower and to receive and open mail addressed to Borrower, (D) take or bring, in the name of Lender or Borrower, all steps, actions, suits or proceedings deemed by Lender necessary or desirable to effect collection of or other realization upon the Collateral; (E) to obtain and adjust insurance required pursuant to this Agreement and to pay all or any part of the premiums therefor and the costs thereof, (F) to assemble, market and/or sell any Collateral, (G) to take any and all action and to execute and deliver any and all documents and instruments which Lender may deem reasonably necessary or advisable to (a) accomplish the purposes of perfecting, continuing and preserving, a continuing first priority security interest in any of the Collateral in favor of Lender, and (Eb) effect a transfer of any of the Collateral to Lender or to Lender’s designees, and (H) to extend the time of payment of, compromise or settle for cash, credit, return of merchandise, and upon any terms or conditions, any and all accounts Accounts or other Collateral which includes a monetary obligation and discharge or release the account debtor Account Debtor or other obligor, without affecting any of the Obligations. (b) Borrower hereby ratifies, to the extent permitted by law, all that Lender shall lawfully and in good faith do or cause to be done by virtue of and in compliance with this Agreement. The powers of attorney granted pursuant to this Agreement are each a power coupled with an interest and shall be irrevocable until the Obligations are paid indefeasibly in fullyfull. Borrower shall promptly comply with Lender’s requests, including, without limitation, any request to provide Lender with access to Borrower’s premises, to enable Lender to exercise its remedies in accordance with Section 13.3(a).

Lender Appointed Attorney-in-Fact. (a) Borrower Pledgor hereby irrevocably constitutes and appoints Lender, with full power of substitution, the Lender as its true and lawful Pledgor's attorney-in-fact, with full irrevocable power and authority in its the place and stead of Pledgor and in its the name of Pledgor or otherwise, from time to time upon the occurrence and continuation of an Event of Default, in the Lender's discretion, at Borrower's sole cost and expense, discretion to take any and all appropriate action and to execute and deliver any and all documents and instruments instrument which the Lender may deem reasonably necessary or advisable to accomplish the purposes of this Agreement, including, without limiting the generality of the foregoing, limitation: (i) at to receive, indorse and collect all instruments made payable to Pledgor representing any time dividend or other distribution in respect of the Collateral or any part thereof and to give full discharge for the same; (ii) to ask, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts for money due and to become due under or in respect of any of the Obligations are outstanding, Collateral; (Aiii) to transmit to account debtors, other obligors file any claims or take any bailees notice action or institute any proceedings which the Lender may deem necessary or desirable for the collection of the interest any of Lender in the Collateral or request from account debtors otherwise to enforce the rights of the Lender with respect to any of the Collateral; and (iv) generally to sell, transfer, pledge, make any agreement with respect to or such other obligors or bailees otherwise deal with any of the Collateral as fully and completely as though the Lender were the absolute owner thereof for all purposes, and to do, at the Lender's option and Pledgor's expense, at any time, in and from time to time, all acts that the name of Borrower Lender deems necessary to protect, preserve or Lender or any designee of Lender, information concerning realize upon the Collateral and any amounts owing with respect thereto; (B) to execute in the name of Borrower and file against Borrower in favor of Lender Financing Statements or amendments with respect to the Collateral, or record a copy or an excerpt hereof in the United States Copyright Office or the United States Patent and Trademark Office and to take all other steps as are necessary in the reasonable opinion of Lender under applicable law to perfect the Lender's security interests granted herein; (C) to obtain and adjust insurance required pursuant to this Agreement and to pay all or any part of the premiums therefor and the costs thereof, and (D) to pay or discharge taxes, Liens, security interests or other encumbrances levied or placed on or threatened against the Collateral; (ii) after and during the continuation of an Event of Default, (A) to receive, take, endorse, assign, deliver, accept and depositinterest therein, in order to effect the name intent of Lender or Borrower, any and all cash, checks, commercial paper, drafts, remittances and other instruments and documents relating to the Collateral or the proceeds thereof, (B) to notify account debtors or other obligors to make payment directly to Lender, or notify bailees as to the disposition of Collateral, (C) to change the address for delivery of mail to Borrower and to receive and open mail addressed to Borrower, (D) take or bring, in the name of Lender or Borrowerthis Agreement, all steps, actions, suits or proceedings deemed by Lender necessary or desirable to effect collection of or other realization upon the Collateral; as full and (E) to extend the time of payment of, compromise or settle for cash, credit, return of merchandise, and upon any terms or conditions, any and all accounts or other Collateral which includes a monetary obligation and discharge or release the account debtor or other obligor, without affecting any of the Obligations. (b) Borrower hereby ratifies, to the extent permitted by law, all that Lender shall lawfully and in good faith do or cause to be done by virtue of and in compliance with this Agreementeffectively as Pledgor might do. The powers of attorney granted pursuant to this Agreement are each a power This appointment as attorney-in-fact is coupled with an interest and is irrevocable. In performing its functions and duties under this Agreement, the Lender has not assumed and shall not be irrevocable until the Obligations are paid indefeasibly in fully.deemed to have assumed any obligation toward or relationship of agency or trust with or for Pledgor. 170 of 193

Lender Appointed Attorney-in-Fact. (a) Borrower hereby irrevocably constitutes and appoints Lender, with full power of substitution, Lender as its true and lawful such Borrower's attorney-in-fact, with full irrevocable power and authority in its the place and stead of Borrower and in its the name or otherwiseof Borrower, from time to time in Lender's discretion, at Borrower's sole cost and expense, to take any and all appropriate action and to execute and deliver any and all documents and instruments which instrument that Lender may deem reasonably necessary or advisable to accomplish the purposes of this AgreementAgreement and each other applicable Financing Document, from time to time after the occurrence and during the continuation of a Default, including, without limiting the generality of the foregoing, : (i) at any time any of the Obligations are outstanding, (A) to transmit to account debtors, other obligors or any bailees notice of the interest of Lender in the Collateral or request from account debtors or such other obligors or bailees at any time, in the name of Borrower or Lender or any designee of Lender, information concerning the Collateral and any amounts owing with respect thereto; (B) to execute in the name of Borrower and file against Borrower in favor of Lender Financing Statements or amendments with respect to the Collateral, or record a copy or an excerpt hereof in the United States Copyright Office or the United States Patent and Trademark Office and to take all other steps as are necessary in the reasonable opinion of Lender under applicable law to perfect the security interests granted herein; (Ca) to obtain and adjust insurance (including any claims thereunder) required pursuant to this Agreement be maintained by Borrower or paid to Lender; (b) to ask for, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts for moneys due and to pay all become due under or in respect of any part of the premiums therefor Collateral; (c) to receive, endorse and the costs thereofcollect any drafts or other instruments, documents and chattel paper in connection with clauses (a) and (Db) above; (d) to file any claims or take any action or institute any proceedings that Lender may deem necessary or desirable for the collection or preservation of any of the Collateral or otherwise to enforce or protect the rights of Lender with respect to any of the Collateral; (e) to pay or discharge taxes, Liens, security interests taxes or liens (other encumbrances than liens permitted under the Financing Documents) levied or placed on upon or threatened against the Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by Lender in its sole discretion, any such payments made by Lender to become obligations of Borrower to Lender, due and payable immediately without demand; (ii) after and during the continuation of an Event of Default, (Af) to receivesign and endorse any invoices, takedrafts against debtors, endorseassignments, assign, deliver, accept verifications and deposit, notices in the name of Lender or Borrower, any and all cash, checks, commercial paper, drafts, remittances connection with accounts and other instruments and documents relating to the Collateral or the proceeds thereof, (B) to notify account debtors or other obligors to make payment directly to Lender, or notify bailees as to the disposition of Collateral, (C) to change the address for delivery of mail to Borrower and to receive and open mail addressed to Borrower, (D) take or bring, in the name of Lender or Borrower, all steps, actions, suits or proceedings deemed by Lender necessary or desirable to effect collection of or other realization upon the Collateral; and (Eg) generally to extend the time of payment ofsell, compromise transfer, pledge, make any agreement with respect to or settle for cash, credit, return of merchandise, and upon any terms or conditions, any and all accounts or other Collateral which includes a monetary obligation and discharge or release the account debtor or other obligor, without affecting otherwise deal with any of the Obligations. (b) Borrower hereby ratifiesCollateral as fully and completely as though Lender were the absolute owner thereof for all purposes, and to the extent permitted by lawdo, at Lender's option and Borrower's expense, at any time or from time to time, all acts and things that Lender shall lawfully deems necessary to protect, preserve or realize upon the Collateral and any proceeds thereof and Lender's security interests therein in good faith do or cause order to be done by virtue effect the purpose and intent of the Financing Documents, all as fully and effectively as Lender may elect in compliance with this Agreement. The powers of attorney granted pursuant to this Agreement are each a power coupled with an interest and shall be irrevocable until the Obligations are paid indefeasibly in fullyits sole discretion.

Lender Appointed Attorney-in-Fact. (a) Borrower hereby irrevocably constitutes and appoints Lender, with full power of substitution, as Lender its true and lawful attorney-in-fact, with full irrevocable power and authority in its the place and stead of Borrower and in its the name of Borrower or otherwise, from at such time to time in Lender's discretion, at Borrower's sole cost as an Event of Default has occurred and expenseis continuing, to take any and all appropriate action and to execute and deliver any and all documents and instruments instrument which Lender may reasonably deem reasonably necessary or advisable to accomplish the purposes of this Agreement, including, without limiting the generality of the foregoing, : (i) at any time any of the Obligations are outstanding, (Aa) to transmit ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to account debtors, other obligors become due under or in connection with the Accounts or any bailees notice other Collateral of the interest of Lender in the Collateral or request from account debtors or such other obligors or bailees at any time, in the name of Borrower or Lender or any designee of Lender, information concerning the Collateral and any amounts owing with respect thereto; Borrower; (B) to execute in the name of Borrower and file against Borrower in favor of Lender Financing Statements or amendments with respect to the Collateral, or record a copy or an excerpt hereof in the United States Copyright Office or the United States Patent and Trademark Office and to take all other steps as are necessary in the reasonable opinion of Lender under applicable law to perfect the security interests granted herein; (C) to obtain and adjust insurance required pursuant to this Agreement and to pay all or any part of the premiums therefor and the costs thereof, and (D) to pay or discharge taxes, Liens, security interests or other encumbrances levied or placed on or threatened against the Collateral; (ii) after and during the continuation of an Event of Default, (Ab) to receive, takeindorse, endorseand collect any drafts or other instruments, assigndocuments, deliverNegotiable Collateral or Chattel Paper; DA-3283712 v10 1286309-00040 (c) to file any claims or take any action or institute any proceedings which Lender may deem necessary or desirable for the collection of any of the Collateral of Borrower or otherwise to enforce the rights of Lender with respect to any of the Collateral; (d) to repair, accept and depositalter, or supply Goods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to Borrower in respect of any Account of Borrower; (e) to use any Intellectual Property or Intellectual Property Licenses of Borrower, including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, or advertising matter, in preparing for sale, advertising for sale, or selling Inventory or other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of Borrower; (f) to take exclusive possession of all locations where Borrower conducts its business or has rights of possession, without notice to or consent of Borrower and to use such locations to store, process, manufacture, sell, use, and liquidate or otherwise dispose of items that are Collateral, without obligation to pay rent or other compensation for the possession or use of any location; (g) Lender shall have the right, but shall not be obligated, to bring suit in its own name or in Borrower’s name, to enforce the Intellectual Property and Intellectual Property Licenses and, if Lender shall commence any such suit, Borrower shall, at the request of Lender or BorrowerLender, do any and all cash, checks, commercial paper, drafts, remittances lawful acts and other instruments and documents relating to the Collateral or the proceeds thereof, (B) to notify account debtors or other obligors to make payment directly to Lender, or notify bailees as to the disposition of Collateral, (C) to change the address for delivery of mail to Borrower and to receive and open mail addressed to Borrower, (D) take or bring, in the name of Lender or Borrower, all steps, actions, suits or proceedings deemed by Lender necessary or desirable to effect collection of or other realization upon the Collateral; and (E) to extend the time of payment of, compromise or settle for cash, credit, return of merchandise, and upon any terms or conditions, execute any and all accounts or other Collateral which includes a monetary obligation and discharge or release the account debtor or other obligor, without affecting any proper documents reasonably required by Lender in aid of the Obligations.such enforcement; and (bh) Borrower hereby ratifies, to the extent permitted by law, Borrower hereby ratifies all that Lender such attorney-in-fact shall lawfully and in good faith do or cause to be done by virtue of and in compliance with this Agreementhereof. The powers This power of attorney granted pursuant to this Agreement are each a power is coupled with an interest and shall be irrevocable until the all commitments of Lender under this Agreement to provide extensions of credit are terminated and all Obligations are have been paid indefeasibly in fullyfull in cash.

Lender Appointed Attorney-in-Fact. (a) Each Borrower hereby irrevocably constitutes and --------------------------------- appoints Lender, with full power of substitution, Lender as its true and lawful such Borrower's attorney-in-fact, with full power of substitution, which appointment is coupled with an interest and irrevocable power but which appointment shall not be (a) notify the Account Debtors to make payments directly to Lender, and authority in its place and stead and in its name or otherwise, from time to time in Lender's discretion, at Borrower's sole cost and expense, to take any and all appropriate action and to execute and deliver any and all documents and instruments which Lender may deem reasonably necessary or advisable to accomplish the purposes of this Agreement, including, without limiting the generality control of the foregoingcash and non-cash proceeds of any Collateral; (b) compromise, (i) at any time extend, or renew any of the Obligations are outstanding, (A) to transmit to account debtors, other obligors or any bailees notice of the interest of Lender in the Collateral or request from account debtors or such other obligors or bailees at any time, in deal with the name of Borrower or Lender or any designee of Lender, information concerning the Collateral and any amounts owing with respect theretosame as it may deem advisable; (Bc) to execute in the name of Borrower and file against Borrower in favor of Lender Financing Statements or amendments with respect to the Collateralrelease, make exchanges, substitutions, or record a copy or an excerpt hereof in the United States Copyright Office or the United States Patent and Trademark Office and to take all other steps as are necessary in the reasonable opinion surrender of Lender under applicable law to perfect the security interests granted herein; (C) to obtain and adjust insurance required pursuant to this Agreement and to pay all or any part of the premiums therefor Collateral; (d) remove from such Borrower's place of business all Records relating to or evidencing any of the Collateral or without cost or expense to Lender, make such use of such Borrower's places of business as may be reasonably necessary to administer, control and the costs thereof, and (D) to pay or discharge taxes, Liens, security interests or other encumbrances levied or placed on or threatened against collect the Collateral; (iie) after repair, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order or similar order of any Account Debtor; (f) demand, collect, receipt for and during give renewals, extensions, discharges and releases of any of the continuation Collateral; (g) institute and prosecute legal and equitable proceedings to enforce collection of, or realize upon, any of an Event the Collateral; (h) settle, renew, extend compromise, compound, exchange or adjust claims with respect to any of Default, the Collateral or any legal proceedings brought with respect thereto; (Ai) to receive, take, endorse, assign, deliver, accept and deposit, in endorse the name of Lender or Borrower, such Borrower upon any and all cash, checks, commercial paper, drafts, remittances and other instruments and documents Items of Payment relating to the Collateral or upon any proof of claim in bankruptcy against an Account Debtor; (j) institute and prosecute legal and equitable proceedings to reclaim any of the proceeds thereof, goods sold to any Account Debtor obligated on an Account at a time when such Account Debtor was insolvent; and (Bk) receive and open all mail addressed to such Borrower and notify account debtors or other obligors to make payment directly to Lender, or notify bailees as to the disposition of Collateral, (C) postal authorities to change the address for the delivery of mail to such Borrower and to receive and open mail addressed to Borrower, (D) take or bring, in the name of such address as Lender or Borrower, all steps, actions, suits or proceedings deemed by Lender necessary or desirable to effect collection of or other realization upon the Collateral; and (E) to extend the time of payment of, compromise or settle for cash, credit, return of merchandise, and upon any terms or conditions, any and all accounts or other Collateral which includes a monetary obligation and discharge or release the account debtor or other obligor, without affecting any of the Obligationsmay designate. (b) Borrower hereby ratifies, to the extent permitted by law, all that Lender shall lawfully and in good faith do or cause to be done by virtue of and in compliance with this Agreement. The powers of attorney granted pursuant to this Agreement are each a power coupled with an interest and shall be irrevocable until the Obligations are paid indefeasibly in fully.

Lender Appointed Attorney-in-Fact. (a) Borrower hereby irrevocably constitutes and appoints Lender, with full power of substitution, as its true and lawful attorney-in-fact, with full irrevocable power and authority in its place and stead and in its name or otherwise, from time to time in Lender's discretion, at Borrower's sole cost and expense, to take any and all appropriate action and to execute and deliver any and all documents and instruments which Lender may deem reasonably necessary or advisable to accomplish the purposes of this Agreement, including, without limiting the generality of the foregoing, (i) at any time any of the Obligations are outstanding, (A) to transmit to account debtors, other obligors or any bailees notice of the interest of Lender in the Collateral or request from account debtors or such other obligors or bailees at any time, in the name of Borrower or Lender or any designee of Lender, information concerning the Collateral and any amounts owing with respect thereto; (B) to execute in the name of Borrower and file against Borrower in favor of Lender Financing Statements or amendments with respect to the Collateral, or record a copy or an excerpt hereof in the United States Copyright Office or the United States Patent and Trademark Office and to take all other steps as are necessary in the reasonable opinion of Lender under applicable law to perfect the security interests granted herein; and (C) to obtain and adjust insurance required pursuant to this Agreement and to pay all or any part of the premiums therefor and the costs thereof, and (D) to pay or discharge taxes, Liens, security interests or other encumbrances levied or placed on or threatened against the Collateral; (ii) after and during the continuation of an Event of Default, (A) to receive, take, endorse, assign, deliver, accept and deposit, in the name of Lender or Borrower, any and all cash, checks, commercial paper, drafts, remittances and other instruments and documents relating to the Collateral or the proceeds thereof, (B) to notify account debtors or other obligors to make payment directly to Lender, or notify bailees as to the disposition of Collateral, (C) to change the address for delivery of mail to Borrower and to receive and open mail addressed to Borrower, (D) take or bring, in the name of Lender or Borrower, all steps, actions, suits or proceedings deemed by Lender necessary or desirable to effect collection of or other realization upon the Collateral; (E) to obtain and adjust insurance required pursuant to this Agreement and to pay all or any part of the premiums therefor and the costs thereof, and (EF) to extend the time of payment of, compromise or settle for cash, credit, return of merchandise, and upon any terms or conditions, any and all accounts or other Collateral which includes a monetary obligation and discharge or release the account debtor or other obligor, without affecting any of the Obligations. (b) Borrower hereby ratifies, to the extent permitted by law, all that Lender shall lawfully and in good faith do or cause to be done by virtue of and in compliance with this Agreement. The powers of attorney granted pursuant to this Agreement are each a power coupled with an interest and shall be irrevocable until the Obligations are paid indefeasibly in fully.

Lender Appointed Attorney-in-Fact. (a) Borrower hereby irrevocably constitutes and appoints Lender, with full power effective upon the occurrence and during the continuance of substitutionan Event of Default, as its true and lawful Borrower’s attorney-in-fact, with full irrevocable power and authority in its the place and stead of Borrower and in its the name of Borrower, with or otherwisewithout the signature of Borrower where permitted by law, from time to time in Lender's ’s discretion, at Borrower's sole cost and expense, to take any and all appropriate action and to execute and deliver any and all documents and instruments which instrument that Lender may deem reasonably necessary or advisable to accomplish the purposes of this Agreement, Pledge including, without limiting limitation: (a) To sign and endorse any documents (including without limitation financing or continuation statements, and amendments thereto) necessary or advisable to create, perfect, protect and maintain the generality perfection and priority of the foregoing, Security Interest; (ib) at any time any of the Obligations are outstanding, (A) to transmit to account debtors, other obligors or any bailees notice of the interest of Lender in the Collateral or request from account debtors or such other obligors or bailees at any time, in the name of Borrower or Lender or any designee of Lender, information concerning the Collateral and any amounts owing with respect thereto; (B) to execute in the name of Borrower and file against Borrower in favor of Lender Financing Statements or amendments with respect to the Collateral, or record a copy or an excerpt hereof in the United States Copyright Office or the United States Patent and Trademark Office and to take all other steps as are necessary in the reasonable opinion of Lender under applicable law to perfect the security interests granted herein; (C) to obtain and adjust insurance required pursuant to this Agreement and to pay all or any part of the premiums therefor and the costs thereof, and (D) to To pay or discharge taxestaxes or liens, Liens, security interests or other encumbrances levied or placed on upon or threatened against the Collateral; , the legality or validity thereof and the amounts necessary to discharge the same to be determined by Lender in its reasonable discretion, and such payments made by Lender due and payable immediately without demand and secured by the Security Interest; (iic) after To ask, demand, collect, sxx for, recover, compound, receive and during give acquittance and receipts for moneys due and to become due under or in respect of such the continuation Collateral; (d) To file any claims or take any action or institute any proceedings that Lender may deem necessary or desirable for the collection of an Event of Default, (A) to receive, take, endorse, assign, deliver, accept and deposit, in the name of Lender or Borrower, any and all cash, checks, commercial paper, drafts, remittances and other instruments and documents relating to the Collateral or otherwise to enforce the proceeds thereofrights of Lender with respect to such Collateral, and (Be) to notify account debtors or other obligors to make payment directly to Lender, or notify bailees as Subject to the disposition provisions of Collateralthe Constituent Documents and applicable securities laws, (C) generally to change sell, transfer, pledge, exercise any voting rights of Borrower under the address Constituent Documents, make any agreement with respect to or otherwise deal with such the Collateral as fully and completely as though Lender were the absolute owner thereof for delivery of mail to Borrower and to receive and open mail addressed to Borrower, (D) take or bring, in the name of all purposes. Neither Lender or Borrower, all steps, actions, suits or proceedings deemed nor any person designated by Lender necessary shall be liable for any acts or desirable to effect collection omissions or for any error of judgment or other realization upon the Collateral; and (E) to extend the time mistake of payment of, compromise fact or settle for cash, credit, return of merchandise, and upon any terms or conditions, any and all accounts or other Collateral which includes a monetary obligation and discharge or release the account debtor or other obligor, without affecting any of the Obligations. (b) Borrower hereby ratifies, to the extent permitted by law, all unless it is determined by a judgment of a court of competent jurisdiction, final and not subject to review on appeal, that Lender shall lawfully and in good faith do such action, omission, error or cause to be done by virtue of and in compliance with this Agreementmistake constituted gross negligence or willful misconduct. The powers of attorney granted pursuant to this Agreement are each a power This power, being coupled with an interest and interest, is irrevocable so long as this Pledge shall be irrevocable until the Obligations are paid indefeasibly remain in fullyforce.

Lender Appointed Attorney-in-Fact. (a) Borrower hereby irrevocably constitutes and appoints Lender, with full power of substitution, as its true and lawful attorney-in-fact, with full irrevocable power and authority in its place and stead and in its name or otherwise, from time to time in Lender's Xxxxxx’s discretion, at Borrower's ’s sole cost and expense, to take any and all appropriate action and to execute and deliver any and all documents and instruments which Lender may deem reasonably necessary or advisable to accomplish the purposes of this Agreement, including, without limiting the generality of the foregoing, : (i) at any time any of the Obligations are outstanding, (A) to transmit to account debtorsAccount Debtors, other obligors or any bailees notice of the interest of Lender in the Collateral or request from account debtors Account Debtors or such other obligors or bailees at any time, in the name of Borrower or Lender or any designee of Lender, information concerning the Collateral and any amounts owing with respect thereto; , (B) to execute in the name of Borrower and file against Borrower in favor of Lender Financing Statements or amendments with respect to the Collateral, or record a copy or an excerpt hereof in the United States Copyright Office or the United States Patent and Trademark Office and to take all other steps as are necessary in the reasonable opinion of Lender under applicable law to perfect the security interests granted herein; (C) to obtain and adjust insurance required pursuant to this Agreement and to pay all or any part of the premiums therefor and the costs thereof, and (DC) to pay or discharge taxesTaxes, Liens, security interests or other encumbrances levied or placed on or threatened against the Collateral; and (ii) after and during the continuation of an Event of Default, (A) to receive, take, endorse, assign, deliver, accept and deposit, in the name of Lender or Borrower, any and all cash, checks, commercial paper, drafts, remittances and other instruments and documents relating to the Collateral or the proceeds Proceeds thereof, (B) to notify account debtors Account Debtors or other obligors to make payment directly to Lender, or notify bailees as to the disposition of Collateral, (C) to change the address for delivery of mail to Borrower and to receive and open mail addressed to Borrower, (D) take or bring, in the name of Lender or Borrower, all steps, actions, suits or proceedings deemed by Lender necessary or desirable to effect collection of or other realization upon the Collateral; , (E) to obtain and adjust insurance required pursuant to this Agreement and to pay all or any part of the premiums therefor and the costs thereof, (F) to assemble, market and/or sell any Inventory or other Collateral, (G) to take any and all action and to execute and deliver any and all documents and instruments which Lender may deem reasonably necessary or advisable to (a) accomplish the purposes of perfecting, continuing and preserving, a continuing first priority security interest in any of the Collateral in favor of Lender, and (Eb) effect a transfer of any of the Collateral to Lender or to Lender’s designees, and (H) to extend the time of payment of, compromise or settle for cash, credit, return of merchandise, and upon any terms or conditions, any and all accounts Accounts or other Collateral which includes a monetary obligation and discharge or release the account debtor Account Debtor or other obligor, without affecting any of the Obligations. (b) Borrower hereby ratifies, to the extent permitted by law, all that Lender shall lawfully and in good faith do or cause to be done by virtue of and in compliance with this Agreement. The powers of attorney granted pursuant to this Agreement are each a power coupled with an interest and shall be irrevocable until the Obligations are paid indefeasibly in fullyfull.

Lender Appointed Attorney-in-Fact. (a) Borrower hereby irrevocably constitutes and appoints Lender, with full power of substitution, as its true and lawful attorney-in-fact, with full irrevocable power and authority in its place and stead and in its name or otherwise, from time to time in Lender's discretion, at Borrower's ’s sole cost and expense, to take any and all appropriate action and to execute and deliver any and all documents and instruments which Lender may deem reasonably necessary or advisable to accomplish the purposes of this Agreement, including, without limiting the generality of the foregoing, (i) at any time any of the Obligations are outstanding, (A) to transmit to account debtorsAccount Debtors, other obligors or any bailees notice of the interest of Lender in the Collateral or request from account debtors Account Debtors or such other obligors or bailees at any time, in the name of Borrower or Lender or any designee of Lender, information concerning the Collateral and any amounts owing with respect thereto; (B) to execute in the name of Borrower and file against Borrower in favor of Lender Financing Statements or amendments with respect to the Collateral, or record a copy or an excerpt hereof in the United States Copyright Office or the United States Patent and Trademark Office and to take all other steps as are necessary in the reasonable opinion of Lender under applicable law to perfect the security interests granted herein; and (C) to obtain and adjust insurance required pursuant to this Agreement and to pay all or any part of the premiums therefor and the costs thereof, and (D) to pay or discharge taxes, Liens, security interests or other encumbrances levied or placed on or threatened against the Collateral; and (ii) after and during the continuation of an Event of Default, (A) to receive, take, endorse, assign, deliver, accept and deposit, in the name of Lender or Borrower, any and all cash, checks, commercial paper, drafts, remittances and other instruments and documents relating to the Collateral or the proceeds thereof, (B) to notify account debtors Account Debtors or other obligors to make payment directly to Lender, or notify bailees as to the disposition of Collateral, (C) to change the address for delivery of mail to Borrower and to receive and open mail addressed to Borrower, (D) take or bring, in the name of Lender or Borrower, all steps, actions, suits or proceedings deemed by Lender necessary or desirable to effect collection of or other realization upon the Collateral; (E) to obtain and adjust insurance required pursuant to this Agreement and to pay all or any part of the premiums therefor and the costs thereof, and (EF) to extend the time of payment of, compromise or settle for cash, credit, return of merchandise, and upon any terms or conditions, any and all accounts Accounts or other Collateral which includes a monetary obligation and discharge or release the account debtor Account Debtor or other obligor, without affecting any of the Obligations. (b) Borrower hereby ratifies, to the extent permitted by law, all that Lender shall lawfully and in good faith do or cause to be done by virtue of and in compliance with this Agreement. The powers of attorney granted pursuant to this Agreement are each a power coupled with an interest and shall be irrevocable until the Obligations are paid indefeasibly in fullyfull.

Lender Appointed Attorney-in-Fact. (a) Borrower hereby irrevocably constitutes and appoints Lender, with full power of substitution, as its true and lawful attorney-in-fact, with full irrevocable power and authority in its place and stead and in its name or otherwise, from time to time in Lender's discretion, at Borrower's ’s sole cost and expense, to take any and all appropriate action and to execute and deliver any and all documents and instruments which Lender may deem reasonably necessary or advisable to accomplish the purposes of this Agreement, including, without limiting the generality of the foregoing, (i) at any time any of the Obligations are outstanding, (A) to transmit to account debtorsAccount Debtors (including lessees under Eligible Leases), other obligors or any bailees notice of the interest of Lender in the Collateral or request from account debtors Account Debtors or such other obligors or bailees at any time, in the name of Borrower or Lender or any designee of Lender, information concerning the Collateral and any amounts owing with respect thereto; (B) to execute in the name of Borrower and file against Borrower in favor of Lender Financing Statements or amendments with respect to the Collateral, or record a copy or an excerpt hereof in the United States Copyright Office or the United States Patent and Trademark Office and to take all other steps as are necessary in the reasonable opinion of Lender under applicable law to perfect the security interests granted herein; and (C) to obtain and adjust insurance required pursuant to this Agreement and to pay all or any part of the premiums therefor and the costs thereof, and (D) to pay or discharge taxes, Liens, security interests or other encumbrances levied or placed on or threatened against the Collateral; and (ii) after and during the continuation of an Event of Default, (A) to receive, take, endorse, assign, deliver, accept and deposit, in the name of Lender or Borrower, any and all cash, checks, commercial paper, drafts, remittances and other instruments and documents relating to the Collateral or the proceeds Proceeds thereof, (B) to notify account debtors Account Debtors (including lessees under Eligible Leases) or other obligors to make payment directly to Lender, or notify bailees as to the disposition of Collateral, (C) to change the address for delivery of mail to Borrower and to receive and open mail addressed to Borrower, (D) take or bring, in the name of Lender or Borrower, all steps, actions, suits or proceedings deemed by Lender necessary or desirable to effect collection of or other realization upon the Collateral; (E) to obtain and adjust insurance required pursuant to this Agreement and to pay all or any part of the premiums therefor and the costs thereof, and (EF) to extend the time of payment of, compromise or settle for cash, credit, return of merchandise, and upon any terms or conditions, any and all accounts Accounts or other Collateral which includes a monetary obligation and discharge or release the account debtor Account Debtor or other obligor, without affecting any of the Obligations. (b) Borrower hereby ratifies, to the extent permitted by law, all that Lender shall lawfully and in good faith do or cause to be done by virtue of and in compliance with this Agreement. The powers of attorney granted pursuant to this Agreement are each a power coupled with an interest and shall be irrevocable until the Obligations are paid indefeasibly in fullyfull. Borrower shall promptly comply with Lender’s requests, including, without limitation, any request to provide Lender with access to Borrower’s premises, to enable Lender to exercise its remedies in accordance with Section 13.3(a).

Lender Appointed Attorney-in-Fact. (a) Borrower hereby irrevocably constitutes and appoints Lender, with full power of substitution, as Lender its true and lawful attorney-in-fact, with full irrevocable power and authority in its the place and stead of Borrower and in its the name of Borrower or otherwise, from at such time to time in Lender's discretion, at Borrower's sole cost as an Event of Default has occurred and expenseis continuing, to take any and all appropriate action and to execute and deliver any and all documents and instruments instrument which Lender may reasonably deem reasonably necessary or advisable to accomplish the purposes of this Agreement, including, without limiting the generality of the foregoing, : (i) at any time any of the Obligations are outstanding, (Aa) to transmit ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to account debtors, other obligors become due under or in connection with the Accounts or any bailees notice of the interest of Lender in the other Collateral or request from account debtors or such other obligors or bailees at any time, in the name of Borrower or Lender or any designee of Lender, information concerning the Collateral and any amounts owing with respect thereto; (B) to execute in the name of Borrower and file against Borrower in favor of Lender Financing Statements or amendments with respect to the Collateral, or record a copy or an excerpt hereof in the United States Copyright Office or the United States Patent and Trademark Office and to take all other steps as are necessary in the reasonable opinion of Lender under applicable law to perfect the security interests granted herein; (C) to obtain and adjust insurance required pursuant to this Agreement and to pay all or any part of the premiums therefor and the costs thereof, and (D) to pay or discharge taxes, Liens, security interests Accounts or other encumbrances levied or placed on or threatened against the Collateral; assets of any other Loan Party that is party to a Security Agreement; (ii) after and during the continuation of an Event of Default, (Ab) to receive, takeindorse, endorseand collect any drafts or other instruments, assigndocuments, deliverNegotiable Collateral or Chattel Paper; (c) to file any claims or take any action or institute any proceedings which Lender may deem necessary or desirable for the collection of any of the Collateral of Borrower or any of the assets of any other Loan Party that is party to a Security Agreement or otherwise to enforce the rights of Lender with respect to any of the Collateral; (d) to repair, accept and depositalter, or supply Goods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to Borrower or any other Loan Party that is party to a Security Agreement in respect of any Account of Borrower or such other Loan Party; (e) to use any Intellectual Property or Intellectual Property Licenses of Borrower or any other Loan Party that is party to a Security Agreement including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, or advertising matter, in preparing for sale, advertising for sale, or selling Inventory or other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of Borrower or any other Loan Party that is party to a Security Agreement; (f) to take exclusive possession of all locations where Borrower or any other Loan Party that is party to a Security Agreement conducts its business or has rights of possession, without notice to or consent of Borrower or any Loan Party and to use such locations to store, process, manufacture, sell, use, and liquidate or otherwise dispose of items that are Collateral, without obligation to pay rent or other compensation for the possession or use of any location; (g) Lender shall have the right, but shall not be obligated, to bring suit in its own name or in the applicable Loan Party’s name, to enforce the Intellectual Property and Intellectual Property Licenses and, if Lender shall commence any such suit, Borrower or any other Loan Party that is party to a Security Agreement shall, at the request of Lender or BorrowerLender, do any and all cash, checks, commercial paper, drafts, remittances lawful acts and other instruments and documents relating to the Collateral or the proceeds thereof, (B) to notify account debtors or other obligors to make payment directly to Lender, or notify bailees as to the disposition of Collateral, (C) to change the address for delivery of mail to Borrower and to receive and open mail addressed to Borrower, (D) take or bring, in the name of Lender or Borrower, all steps, actions, suits or proceedings deemed by Lender necessary or desirable to effect collection of or other realization upon the Collateral; and (E) to extend the time of payment of, compromise or settle for cash, credit, return of merchandise, and upon any terms or conditions, execute any and all accounts or other Collateral which includes a monetary obligation and discharge or release the account debtor or other obligor, without affecting any proper documents reasonably required by Lender in aid of the Obligations.such enforcement; and (bh) Borrower hereby ratifies, to the extent permitted by law, Borrower hereby ratifies all that Lender such attorney-in-fact shall lawfully and in good faith do or cause to be done by virtue of and in compliance with this Agreementhereof. The powers This power of attorney granted pursuant to this Agreement are each a power is coupled with an interest and shall be irrevocable until the all commitments of Lender under this Agreement to provide extensions of credit are terminated and all Obligations are have been paid indefeasibly in fullyfull in cash.

Lender Appointed Attorney-in-Fact. (a) Borrower hereby irrevocably constitutes and appoints Lender, with full power of substitution, as its true and lawful attorney-in-fact, with full irrevocable power and authority in its place and stead and in its name or otherwise, from time to time in Lender's discretion, at Borrower's ’s sole cost and expense, to take any and all appropriate action and to execute and deliver any and all documents and instruments which Lender may deem reasonably necessary or advisable to accomplish the purposes of this Agreement, including, without limiting the generality of the foregoing, : (i) at any time any of the Obligations are outstanding, (A) to transmit to account debtorsAccount Debtors, other obligors or any bailees notice of the interest of Lender in the Collateral or request from account debtors Account Debtors or such other obligors or bailees at any time, in the name of Borrower or Lender or any designee of Lender, information concerning the Collateral and any amounts owing with respect thereto; , (B) to execute in the name of Borrower and file against Borrower in favor of Lender Financing Statements or amendments with respect to the Collateral, or record a copy or an excerpt hereof in the United States Copyright Office or the United States Patent and Trademark Office and to take all other steps as are necessary in the reasonable opinion of Lender under applicable law to perfect the security interests granted herein; (C) to obtain and adjust insurance required pursuant to this Agreement and to pay all or any part of the premiums therefor and the costs thereof, and (DC) to pay or discharge taxes, Liens, security interests or other encumbrances levied or placed on or threatened against the Collateral; and (ii) after and during the continuation of an Event of Default, (A) to receive, take, endorse, assign, deliver, accept and deposit, in the name of Lender or Borrower, any and all cash, checks, commercial paper, drafts, remittances and other instruments and documents relating to the Collateral or the proceeds thereof, (B) to notify account debtors Account Debtors or other obligors to make payment directly to Lender, or notify bailees as to the disposition of Collateral, (C) to change the address for delivery of mail to Borrower and to receive and open mail addressed to Borrower, (D) take or bring, in the name of Lender or Borrower, all steps, actions, suits or proceedings deemed by Lender necessary or desirable to effect collection of or other realization upon the Collateral; , (E) to obtain and adjust insurance required pursuant to this Agreement and to pay all or any part of the premiums therefor and the costs thereof, and (EF) to extend the time of payment of, compromise or settle for cash, credit, return of merchandise, and upon any terms or conditions, any and all accounts Accounts or other Collateral which includes a monetary obligation and discharge or release the account debtor Account Debtor or other obligor, without affecting any of the Obligations. (b) Borrower hereby ratifies, to the extent permitted by law, all that Lender shall lawfully and in good faith do or cause to be done by virtue of and in compliance with this Agreement. The powers of attorney granted pursuant to this Agreement are each a power coupled with an interest and shall be irrevocable until the Obligations are paid indefeasibly in fullyfull.

Lender Appointed Attorney-in-Fact. (a) Borrower The Standby Creditor hereby irrevocably constitutes and appoints Lender, with full power of substitution, the Lender as its true and lawful the Standby Creditor’s attorney-in-fact, effective from the Standby Violation Date, with full irrevocable power and authority in its the place and stead of the Standby Creditor and in its the name of the Standby Creditor or otherwise, from time to time in the Lender's ’s discretion, at Borrower's sole cost and expense, to take any and all appropriate action and to execute and deliver any and all documents and instruments instrument which Lender may deem reasonably be necessary or reasonably advisable to accomplish the purposes of this Agreement, including, without . Without limiting the generality of any of the foregoing, (i) at effective from the Standby Violation Date, the Lender may without notice to the Standby Creditor or any time of its representatives, successors or assigns, perform any of the Obligations are outstandingfollowing acts, (A) to transmit to account debtors, other obligors or any bailees notice at the option of the interest of Lender in the Collateral or request from account debtors or such other obligors or bailees Lender, at any time, in meeting of creditors of the name of Borrower or Lender in connection with any case or any designee of Lenderproceeding, information concerning whether voluntary or involuntary, for the Collateral and any amounts owing with respect thereto; (B) to execute in the name of Borrower and file against Borrower in favor of Lender Financing Statements distribution, division or amendments with respect to the Collateral, or record a copy or an excerpt hereof in the United States Copyright Office or the United States Patent and Trademark Office and to take all other steps as are necessary in the reasonable opinion of Lender under applicable law to perfect the security interests granted herein; (C) to obtain and adjust insurance required pursuant to this Agreement and to pay all or any part application of the premiums therefor and assets of the costs thereof, and (D) to pay or discharge taxes, Liens, security interests or other encumbrances levied or placed on or threatened against the Collateral; (ii) after and during the continuation of an Event of Default, (A) to receive, take, endorse, assign, deliver, accept and deposit, in the name of Lender or Borrower, any and all cash, checks, commercial paper, drafts, remittances and other instruments and documents relating to the Collateral Borrower or the proceeds thereof, (B) to notify account debtors regardless of whether such case or other obligors to make payment directly to Lenderproceeding is for the liquidation, dissolution, winding up of affairs, reorganization or arrangement of the Borrower, or notify bailees as to for the disposition composition of Collateral, (C) to change the address for delivery creditors of mail to Borrower and to receive and open mail addressed to the Borrower, in bankruptcy or in connection with a receivership, or under an assignment for the benefit of creditors of the Borrower or otherwise: (Da) take To enforce claims comprising the Earnout Payment, either in its own name or bring, in the name of Lender the Standby Creditor, by proof of debt, proof of claim, suit or Borrower, all steps, actions, suits or proceedings deemed by Lender necessary or desirable to effect collection of or other realization upon the Collateral; and (E) to extend the time of payment of, compromise or settle for cash, credit, return of merchandise, and upon any terms or conditions, any and all accounts or other Collateral which includes a monetary obligation and discharge or release the account debtor or other obligor, without affecting any of the Obligations.otherwise; (b) To collect any assets of any Borrower hereby ratifiesdistributed, divided or applied by way of division or payment, or any securities issued, on account of the Earnout Payment and to apply the same, or the proceeds of any realization upon the same that the Lender in its discretion elects to effect, to the amounts due with respect to the Earnout Payment until all such amounts (including, without limitation, all interest accruing thereon after commencement of any bankruptcy action) have been paid in full, rendering any surplus to the Standby Creditor if and to the extent permitted by law; (c) To vote claims comprising the Earnout Payment to accept or reject any plan of partial or complete liquidation, all reorganization, arrangement, composition or extension; and (d) To take generally any action in connection with any such meeting, case or proceeding that Lender shall lawfully and in good faith do or cause the Standby Creditor would be authorized to be done by virtue of and in compliance with take but for this Agreement. The powers of attorney granted pursuant In the event that Lender exercises its rights under this Section 14 after the Standby Violation Date, in no event shall the Lender be liable to this Agreement are each a power coupled the Standby Creditor for any failure to prove the Earnout Payment, to exercise any right with an interest and shall be irrevocable until the Obligations are paid indefeasibly in fullyrespect thereto or to collect any sums payable.

Lender Appointed Attorney-in-Fact. (a) Borrower Subject to Prudential's rights and interests under the Prudential Credit Agreement, Pledgor hereby irrevocably constitutes appoints the Lender (and appoints Lender, any officer or agent of the Lender with full all power of substitution, as its substitution and revocation) Pledgor's true and lawful attorney-in-fact, coupled with an interest, with full irrevocable power and authority in its the place and stead of Pledgor and in its the name of Pledgor or otherwise, from time to time in the Lender's discretiondiscretion to (i) if an Acceleration Default occurs and is continuing, at Borrower's sole cost and expense, to take any and all appropriate action and to execute and deliver any and all documents and instruments instrument which the Lender may deem reasonably necessary or advisable to accomplish the purposes of this Agreement, including, without limiting the generality of the foregoing, (i) at any time any of the Obligations are outstanding, (A) to transmit to account debtors, other obligors or any bailees notice of the interest of Lender in the Collateral or request from account debtors or such other obligors or bailees at any time, in the name of Borrower or Lender or any designee of Lender, information concerning the Collateral and any amounts owing with respect thereto; (B) to execute in the name of Borrower and file against Borrower in favor of Lender Financing Statements or amendments with respect to the Collateral, or record a copy or an excerpt hereof in the United States Copyright Office or the United States Patent and Trademark Office and to take all other steps as are necessary in the reasonable opinion of Lender under applicable law to perfect the security interests granted herein; (C) to obtain and adjust insurance required pursuant to this Agreement and to pay all or any part of the premiums therefor and the costs thereof, and (D) to pay or discharge taxes, Liens, security interests or other encumbrances levied or placed on or threatened against the Collateral; (ii) after and during the continuation of an Event of Defaultlimitation, (A) to receive, takeendorse and collect all instruments made payable to Pledgor representing any income, endorse, assign, deliver, accept and deposit, dividend or other distribution in respect of the name of Lender or Borrower, any and all cash, checks, commercial paper, drafts, remittances and other instruments and documents relating to the Pledged Collateral or any part or proceeds thereof and to give full discharge for the proceeds thereof, same; (B) to notify account debtors transfer the Pledged Collateral, in whole or in part, to the name of the Lender or such other obligors to make payment directly to LenderPerson or Persons as the Lender may designate, or notify bailees as to cause the Pledged Shares to be transferred on the books of Prime to the disposition name of Collateral, the Lender; (C) to change take possession of and endorse any one or more checks, drafts, bills of exchange, money orders or any other documents received on account of the address for delivery of mail to Borrower and to receive and open mail addressed to Borrower, Pledged Collateral; (D) take or bringcollect, in xxx for and give acquittances for moneys due on account of the name of Lender or Borrowerforegoing; withdraw any claims, all stepssuits, actions, suits or proceedings deemed pertaining to or arising out of the foregoing; (E) take any other action contemplated by Lender necessary or desirable to effect collection of or other realization upon the Collateralthis Agreement; and (EF) to extend sign, execute, acknowledge, swear to, verify, deliver, file, record and publish any one or more of the time of payment of, compromise or settle for cash, credit, return of merchandiseforegoing, and upon (ii) at any terms time execute and record or conditionsfile on behalf of Pledgor any evidence of a security interest contemplated by this Agreement and any refilings, any and all accounts continuations or other Collateral which includes a monetary obligation and discharge or release the account debtor or other obligor, without affecting any of the Obligationsextensions thereof. (b) Borrower hereby ratifies, to the extent permitted by law, all that Lender shall lawfully and in good faith do or cause to be done by virtue of and in compliance with this Agreement. The powers of attorney which shall be granted pursuant to this Agreement are each a power coupled with an interest Section 9(a) hereof and all authority thereby conferred shall be granted and conferred solely to protect the Lender's interests in the Pledged Collateral and shall not impose any duty upon the attorney-in-fact to exercise such powers. Such powers of attorney shall be irrevocable until prior to the indefeasible payment and performance in full of the Obligations are paid indefeasibly and shall not be terminated prior thereto or affected by any act of the Pledgor or by operation of law, including, but not limited to, dissolution, liquidation, wind-up, death, disability or incompetency of any Person, the termination of any trust, or the occurrence of any other event, and if the Pledgor should become bankrupt, insolvent, or come under the direct regulation of similar laws which affect the rights of creditors generally or any other event should occur before the indefeasible payment and performance in fullyfull of the Obligations and termination of the Loan Agreement, the Note and the other Credit Documents, such attorney-in-fact shall nevertheless be fully authorized to act under such powers of attorney as if such event had not occurred and regardless of notice thereof.

Lender Appointed Attorney-in-Fact. (a) Borrower hereby irrevocably constitutes and appoints Lender, with full power of substitution, Lender as its true and lawful Borrower's attorney-in-fact, with full irrevocable power and authority in its the place and stead of Borrower and in its the name of Borrower or otherwise, from time to time in Lender's discretion, at Borrower's sole cost and expense, to take any and all appropriate action and to execute and deliver any and all documents and instruments instrument which Lender may deem reasonably necessary or advisable to accomplish the purposes of this Pledge Agreement, including, without limitation, to receive, endorse and collect all instruments made payable to Borrower representing any dividend or other distribution in respect of the Pledged Collateral or any part thereof and to give full discharge for the same, which appointment is irrevocable and coupled with an interest; PROVIDED, HOWEVER, Lender agrees it will only exercise such rights upon the occurrence and during the continuance of an Event of Default. Without limiting the generality of the foregoing, (i) at any time any of the Obligations are outstandingLender shall have the right, (A) to transmit to account debtors, other obligors or any bailees notice of upon the interest of Lender in the Collateral or request from account debtors or such other obligors or bailees at any time, in the name of Borrower or Lender or any designee of Lender, information concerning the Collateral and any amounts owing with respect thereto; (B) to execute in the name of Borrower and file against Borrower in favor of Lender Financing Statements or amendments with respect to the Collateral, or record a copy or an excerpt hereof in the United States Copyright Office or the United States Patent and Trademark Office and to take all other steps as are necessary in the reasonable opinion of Lender under applicable law to perfect the security interests granted herein; (C) to obtain and adjust insurance required pursuant to this Agreement and to pay all or any part of the premiums therefor and the costs thereof, and (D) to pay or discharge taxes, Liens, security interests or other encumbrances levied or placed on or threatened against the Collateral; (ii) after occurrence and during the continuation continuance of an Event of Default, (A) to receive, take, endorse, assign, deliver, accept and deposit, with full power of substitution either in the Lender's name or in the name of Lender or the Borrower, to (i) ask for, demand, xxx for, collect, receive receipt and give acquittance for any and all cashmoneys due or to become due and under and by virtue of any Pledged Collateral, (ii) endorse checks, commercial paper, drafts, remittances orders and other instruments and documents relating for the payment of money payable to the Borrower representing any interest or dividend, or other distribution payable on or with respect to the Pledged Collateral or any part thereof or on account thereof and give full discharge for the proceeds thereofsame, (Biii) settle, compromise, prosecute or defend any action, claim or proceeding with respect to notify account debtors any of the foregoing, and (iv) sell, assign, endorse, pledge, transfer and make any agreement respecting, or other obligors otherwise deal with, the same; PROVIDED, HOWEVER, that nothing herein contained shall be construed as requiring or obligating the Lender to make any commitment or to make any inquiry as to the nature or sufficiency of any payment directly to received by the Lender, or notify bailees as to present or file any claim or notice, or to take any action with respect to the disposition Pledged Collateral or any part thereof or the moneys due or to become due on or with respect thereto or any property covered thereby, and no action taken by the Lender or omitted to be taken with respect to the Pledged Collateral or any party thereof shall give rise to any defense, counterclaim or offset in favor of Collateralthe Borrower or to any claim or action against the Lender, (C) to change the address for delivery of mail to Borrower and to receive and open mail addressed to Borrower, (D) take or bring, except in the name of Lender or Borrower, all steps, actions, suits or proceedings deemed by Lender necessary or desirable to effect collection of or other realization upon the Collateral; and (E) to extend the time of payment of, compromise or settle for cash, credit, return of merchandise, and upon any terms or conditions, any and all accounts or other Collateral which includes a monetary obligation and discharge or release the account debtor or other obligor, without affecting any case of the Obligationsgross negligence or willful misconduct of the Lender. (b) Borrower hereby ratifies, to the extent permitted by law, all that Lender shall lawfully and in good faith do or cause to be done by virtue of and in compliance with this Agreement. The powers of attorney granted pursuant to this Agreement are each a power coupled with an interest and shall be irrevocable until the Obligations are paid indefeasibly in fully.

Lender Appointed Attorney-in-Fact. (a) Borrower hereby irrevocably constitutes and appoints Lender, with full power of substitution, Lender as its true and lawful Borrower's attorney-in-fact, with full irrevocable power and authority in its the place and stead of Borrower and in its the name or otherwise, from time to time in Lender's discretion, at of Borrower's sole cost and expense, to take any and all appropriate action and to execute and deliver any and all documents and instruments instrument which Lender may deem reasonably necessary or advisable to accomplish the purposes of this Security Agreement, including, without limiting the generality limitation: (1) to ask, demand, collect, xxx for, recover, settle, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of the foregoing, (i) at any time any of the Obligations are outstanding, Collateral; (A2) to transmit to account debtorsreceive, endorse, assign, and collect any and all checks, notes, drafts and other obligors or any bailees negotiable and non-negotiable instruments, documents and chattel paper, in connection with clause (1) above, and Borrower waives notice of presentment, protest and non-payment of any instrument, document or chattel paper so endorsed or assigned; (3) to file any claims or to take any action or institute any proceedings which Lender may deem necessary or desirable for the interest enforcement of Lender in any of the Collateral or request from account debtors or such other obligors or bailees at any time, in otherwise to enforce the name of Borrower or Lender or any designee of Lender, information concerning the Collateral and any amounts owing with respect thereto; (B) to execute in the name of Borrower and file against Borrower in favor rights of Lender Financing Statements or amendments with respect to any of the Collateral; (4) to sell, transfer, assign or record a copy otherwise deal in or an excerpt hereof in with the United States Copyright Office Collateral or the United States Patent and Trademark Office and to take all other steps proceeds or avails thereof, as are necessary in the reasonable opinion of Lender under applicable law to perfect the security interests granted herein; a secured party; (C5) to obtain make any reasonable allowances and adjust insurance required pursuant other reasonable adjustments with respect to this Agreement and to pay all or any part of the premiums therefor and the costs thereof, and Collateral; (D6) to pay or discharge taxes, Liens, security interests or other encumbrances levied or placed on or threatened against the Collateral; and (ii) after and during the continuation of an Event of Default, (A7) to receive, take, endorse, assign, deliver, accept and deposit, in the name direct any party liable for any payment under any Collateral to make payment of Lender or Borrower, any and all cash, checks, commercial paper, drafts, remittances moneys due and other instruments and documents relating to the Collateral or the proceeds thereof, (B) to notify account debtors or other obligors to make payment become due thereunder directly to Lender for Lender, or notify bailees as to the disposition of Collateral, (C) to change the address for delivery of mail to Borrower 's benefit and to receive payment of and open mail addressed to Borrower, (D) take or bring, in the name of Lender or Borrower, all steps, actions, suits or proceedings deemed by Lender necessary or desirable to effect collection of or other realization upon the Collateral; and (E) to extend the time of payment of, compromise or settle receipt for cash, credit, return of merchandise, and upon any terms or conditions, any and all accounts money, claims and other amounts due and to become due at any time in respect of or other Collateral which includes a monetary obligation and discharge or release the account debtor or other obligor, without affecting arising out of any of the Obligations. (b) Collateral. Borrower hereby ratifiesratifies and approves all acts of Lender, to the extent permitted by lawas its attorney-in-fact, all that Lender shall lawfully and in good faith do or cause to be done by virtue of and in compliance with this Agreement. The powers of attorney granted pursuant to this Agreement are each a power Section 7, and Lender, as its attorney-in-fact, will not be liable for any acts of commission or omission, nor for any error of judgment or mistake of fact or Law other than acts constituting gross negligence or wilful misconduct. This power, being coupled with an interest interest, is irrevocable so long as this Security Agreement remains in effect. Borrower also authorizes Lender, at any time and from time to time, to communicate in its own name with any party to any contract, agreement or instrument included in the Collateral with regard to the assignment of such contract, agreement or instrument and other matters relating thereto. All amounts received by Lender in the exercise of its rights under this Section 7 shall be irrevocable until applied by Lender in reduction of the Obligations are paid indefeasibly in fullythe order as selected by Lender.

Lender Appointed Attorney-in-Fact. (a) Borrower hereby irrevocably constitutes and appoints Lender, with full power of substitution, Lender as its true and lawful Borrower's attorney-in-fact, with full irrevocable power and authority in its the place and stead of Borrower and in its the name of Borrower, Lender or otherwise, from time to time in Lender's discretion, at Borrower's sole cost and expense, discretion to take any and all appropriate action and to execute and deliver any and all documents and instruments which instrument that Lender may deem reasonably necessary or advisable to accomplish the purposes of this Agreement, including, without limiting the generality of the foregoing, (i) at any time any of the Obligations are outstanding, (A) to transmit to account debtors, other obligors or any bailees notice of the interest of Lender in the Collateral or request from account debtors or such other obligors or bailees at any time, in the name of Borrower or Lender or any designee of Lender, information concerning the Collateral and any amounts owing with respect thereto; (B) to execute in the name of Borrower and file against Borrower in favor of Lender Financing Statements or amendments with respect to the Collateral, or record a copy or an excerpt hereof in the United States Copyright Office or the United States Patent and Trademark Office and to take all other steps as are necessary in the reasonable opinion of Lender under applicable law to perfect the security interests granted herein; (C) limitation: 1. to obtain and adjust insurance required pursuant to this Agreement be paid to Lender; 2. to ask, demand, collect, sue xxx, recover, compound, receive and give acquittance and receipts for moneys due and to pay all become due under or in respect of any part of the premiums therefor and the costs thereofCollateral; 3. to receive, endorse, and collect any drafts or other instruments, documents and chattel paper, in connection with clauses (Da) and (b) above; 4. to file any claims or take any action or institute any proceedings that Lender may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of Lender with respect to any of the Collateral; 5. to pay or discharge taxes, taxes or Liens, security interests or other encumbrances levied or placed on upon or threatened against the Collateral; (ii) after , the legality or validity thereof and during the continuation amounts necessary to discharge the same to be determined by Lender in its sole discretion, and such payments made by Lender to become obligations of an Event Borrower to Lender, due and payable immediately without demand; 6. to sign and endorse any invoices, freight or express bills, bills of Defaultlading, (A) to receivestorage or warehouse receipts, takeassignments, endorse, assign, deliver, accept verifications and deposit, notices in the name of Lender or Borrower, any and all cash, checks, commercial paper, drafts, remittances connection with Accounts and other instruments documents (including without limitation financing statements, continuation statements and other documents necessary or advisable to perfect the Security Interests) relating to the Collateral; and 7. generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral or as fully and completely as though Lender were the proceeds thereofabsolute owner thereof for all purposes, (B) to notify account debtors or other obligors to make payment directly to Lender, or notify bailees as to the disposition of Collateral, (C) to change the address for delivery of mail to Borrower and to receive do, at Lender's option and open mail addressed Borrower's expense, at any time or from time to Borrower, (D) take or bring, in the name of Lender or Borrowertime, all stepsacts and things that Lender deems necessary to protect, actions, suits preserve or proceedings deemed by Lender necessary or desirable to effect collection of or other realization realize upon the Collateral; and (E) to extend the time of payment of, compromise or settle for cash, credit, return of merchandise, and upon any terms or conditions, any and all accounts or other Collateral which includes a monetary obligation and discharge or release the account debtor or other obligor, without affecting any of the Obligations. (b) . Borrower hereby ratifies, to the extent permitted by law, ratifies and approves all that acts of Lender shall lawfully and in good faith do made or cause to be done by virtue of and in compliance with this Agreement. The powers of attorney granted taken pursuant to this Agreement are each a power Section 8. Neither Lender nor any person designated by Lender shall be liable for any acts or omissions or for any error of judgment or mistake of fact or law. This power, being coupled with an interest and interest, is irrevocable so long as this Agreement shall be irrevocable until the Obligations are paid indefeasibly remain in fullyforce.

Lender Appointed Attorney-in-Fact. (a) Borrower hereby irrevocably constitutes and appoints Lender, with full power of substitution, as its true and lawful attorney-in-fact, with full irrevocable power and authority in its place and stead and in its name or otherwise, from time to time in Lender's ’s discretion, at Borrower's ’s sole cost and expense, to take any and all appropriate action and to execute and deliver any and all documents and instruments which Lender may deem reasonably necessary or advisable to accomplish the purposes of this Agreement, including, without limiting the generality of the foregoing, (i) at any time any of the Obligations are outstanding, (A) to transmit to account debtorsAccount Debtors, other obligors or any bailees notice of the interest of Lender in the Collateral or request from account debtors Account Debtors or such other obligors or bailees at any time, in the name of Borrower or Lender or any designee of Lender, information concerning the Collateral and any amounts owing with respect thereto; (B) to execute in the name of Borrower and file against Borrower in favor of Lender Financing Statements or amendments with respect to the Collateral, or record a copy or an excerpt hereof in the United States Copyright Office or the United States Patent and Trademark Office and to take all other steps as are necessary in the reasonable opinion of Lender under applicable law to perfect the security interests granted herein; and (C) to obtain and adjust insurance required pursuant to this Agreement and to pay all or any part of the premiums therefor and the costs thereof, and (D) to pay or discharge taxesTaxes, Liens, security interests or other encumbrances levied or placed on or threatened against the Collateral; and (ii) after and during the continuation of an Event of Default, (A) to receive, take, endorse, assign, deliver, accept and deposit, in the name of Lender or Borrower, any and all cash, checks, commercial paper, drafts, remittances and other instruments and documents relating to the Collateral or the proceeds Proceeds thereof, (B) to notify account debtors Account Debtors or other obligors to make payment directly to Lender, or notify bailees as to the disposition of Collateral, (C) to change the address for delivery of mail to Borrower and to receive and open mail addressed to Borrower, (D) take or bring, in the name of Lender or Borrower, all steps, actions, suits or proceedings deemed by Lender necessary or desirable to effect collection of or other realization upon the Collateral; (E) to obtain and adjust insurance required pursuant to this Agreement and to pay all or any part of the premiums therefor and the costs thereof, (F) to assemble, market and/or sell any Collateral, (G) to take any and all action and to execute and deliver any and all documents and instruments which Lender may deem reasonably necessary or advisable to (a) accomplish the purposes of perfecting, continuing and preserving, a continuing first priority security interest in any of the Collateral in favor of Lender, and (Eb) effect a transfer of any of the Collateral to Lender or to Lender’s designees, and (H) to extend the time of payment of, compromise or settle for cash, credit, return of merchandise, and upon any terms or conditions, any and all accounts Accounts or other Collateral which includes a monetary obligation and discharge or release the account debtor Account Debtor or other obligor, without affecting any of the Obligations. (b) Borrower hereby ratifies, to the extent permitted by law, all that Lender shall lawfully and in good faith do or cause to be done by virtue of and in compliance with this Agreement. The powers of attorney granted pursuant to this Agreement are each a power coupled with an interest and shall be irrevocable until the Obligations are paid indefeasibly in fullyfull. Borrower shall promptly comply with Lender’s requests, including, without limitation, any request to provide Lender with access to Borrower’s premises, to enable Lender to exercise its remedies in accordance with Section 13.3(a).

Lender Appointed Attorney-in-Fact. (a) Borrower hereby irrevocably constitutes and appoints Lender, with full power of substitution, as its true and lawful attorney-in-fact, with full irrevocable power and authority in its place and stead and in its name or otherwise, from time to time in Lender's discretion, at Borrower's ’s sole cost and expense, to take any and all appropriate action and to execute and deliver any and all documents and instruments which Lender may deem reasonably necessary or advisable to accomplish the purposes of this Agreement, including, without limiting the generality of the foregoing, : (i) at any time any of the Obligations are outstanding, (A) to transmit to account debtorsAccount Debtors, other obligors or any bailees notice of the interest of Lender in the Collateral or request from account debtors Account Debtors or such other obligors or bailees at any time, in the name of Borrower or Lender or any designee of Lender, information concerning the Collateral and any amounts owing with respect thereto; , (B) to execute in the name of Borrower and file against Borrower in favor of Lender Financing Statements or amendments with respect to the Collateral, or record a copy or an excerpt hereof in the United States Copyright Office or the United States Patent and Trademark Office and to take all other steps as are necessary in the reasonable opinion of Lender under applicable law to perfect the security interests granted herein; (C) to obtain and adjust insurance required pursuant to this Agreement and to pay all or any part of the premiums therefor and the costs thereof, and (DC) to pay or discharge taxesTaxes, Liens, security interests or other encumbrances levied or placed on or threatened against the Collateral; and (ii) after and during the continuation of an Event of Default, (A) to receive, take, endorse, assign, deliver, accept and deposit, in the name of Lender or Borrower, any and all cash, checks, commercial paper, drafts, remittances and other instruments and documents relating to the Collateral or the proceeds Proceeds thereof, (B) to notify account debtors Account Debtors or other obligors to make payment directly to Lender, or notify bailees as to the disposition of Collateral, (C) to change the address for delivery of mail to Borrower and to receive and open mail addressed to Borrower, (D) take or bring, in the name of Lender or Borrower, all steps, actions, suits or proceedings deemed by Lender necessary or desirable to effect collection of or other realization upon the Collateral; , (E) to obtain and adjust insurance required pursuant to this Agreement and to pay all or any part of the premiums therefor and the costs thereof, (F) to assemble, market and/or sell any Inventory or other Collateral, (G) to take any and all action and to execute and deliver any and all documents and instruments which Lender may deem reasonably necessary or advisable to (a) accomplish the purposes of perfecting, continuing and preserving, a continuing first priority security interest in any of the Collateral in favor of Lender, and (Eb) effect a transfer of any of the Collateral to Lender or to Lender’s designees, and (H) to extend the time of payment of, compromise or settle for cash, credit, return of merchandise, and upon any terms or conditions, any and all accounts Accounts or other Collateral which includes a monetary obligation and discharge or release the account debtor Account Debtor or other obligor, without affecting any of the Obligations. (b) Borrower hereby ratifies, to the extent permitted by law, all that Lender shall lawfully and in good faith do or cause to be done by virtue of and in compliance with this Agreement. The powers of attorney granted pursuant to this Agreement are each a power coupled with an interest and shall be irrevocable until the Obligations are paid indefeasibly in fullyfull.

Lender Appointed Attorney-in-Fact. (a) Borrower hereby Pledgor authorizes and irrevocably constitutes and appoints Lender, with full power of substitution, Lender as its Pledgor’s true and lawful attorney-in-fact, fact with full irrevocable power and authority in its place and stead and in its name or otherwise, from time to time in Lender's discretion, at Borrower's sole cost and expense, of substitution to take any and all appropriate action and to execute and deliver or otherwise authenticate any and all documents and instruments which record or other documentation that Lender may deem reasonably considers necessary or advisable to accomplish the purposes of this Agreement, includingincluding but not limited to, without limiting the generality of the foregoing, following actions: (i) at any time any of the Obligations are outstanding, (Aa) to transmit to account debtorsendorse, receive, accept and collect all checks, drafts, other obligors payment orders and instruments representing or any bailees notice of the interest of Lender included in the Collateral or request from account debtors representing any payment, dividend or such distribution relating to any Collateral or to take any other obligors action to enforce, collect or bailees at compromise any time, in of the Collateral; (b) to transfer any Collateral (including converting physical certificates to book-entry holdings) into the name of Borrower or Lender or its nominee or any designee of broker-dealer and to execute any control agreement covering any Collateral on Pledgor’s behalf and as attorney-in-fact for Pledgor in order to perfect Lender, information concerning ’s first priority and continuing security interest in the Collateral and in order to provide Lender with control of the Collateral, and Pledgor’s signature on this Agreement or other authentication of this Agreement shall constitute an irrevocable direction by Pledgor to any amounts owing bank, custodian, broker dealer, any other securities intermediary or commodity intermediary holding any Collateral or any issuer of any letters of credit to comply with any instructions or entitlement orders, of Lender without further consent of Pledgor; (c) to participate in any recapitalization, reclassification, reorganization, consolidation, redemption, stock split, merger or liquidation of any issuer of securities which constitute Collateral, and in connection therewith Lender may deposit or surrender control of the Collateral, accept money or other property in exchange for the Collateral, and take such action as it deems proper in connection therewith, and any money or property received on account of or in exchange for the Collateral shall be applied to the Indebtedness or held by Lender thereafter as Collateral pursuant to the provisions hereof; (d) to exercise any right, privilege or option pertaining to any Collateral, but Lender has no obligation to do so; (e) to file any claims, take any actions or institute any proceedings which Lender determines to be necessary or appropriate to collect or preserve the Collateral or to enforce Lender’s rights with respect theretoto the Collateral; (Bf) to execute in the name or otherwise authenticate on behalf of Borrower Pledgor any record reasonably believed necessary or appropriate by Lender for compliance with laws, rules or regulations applicable to any Collateral, or in connection with exercising Lender’s rights under this Agreement; (g) to file any financing statement relating to this Agreement electronically, and file against Borrower in favor Lender’s transmission of Lender Financing Statements Pledgor’s signature on and authentication of the financing statement shall constitute Pledgor’s signature on and authentication of the financing statement; (h) to make any compromise or amendments settlement it deems desirable or proper with reference to the Collateral; (i) to do and take any and all actions with respect to the Collateral, or record a copy or an excerpt hereof in the United States Copyright Office or the United States Patent and Trademark Office Collateral and to take all other steps as are necessary in the reasonable opinion perform any of Lender Pledgor’s obligations under applicable law to perfect the security interests granted herein; (C) to obtain and adjust insurance required pursuant to this Agreement and to pay all or any part of the premiums therefor and the costs thereof, and (D) to pay or discharge taxes, Liens, security interests or other encumbrances levied or placed on or threatened against the Collateral; (ii) after and during the continuation of an Event of Default, (A) to receive, take, endorse, assign, deliver, accept and deposit, in the name of Lender or Borrower, any and all cash, checks, commercial paper, drafts, remittances and other instruments and documents relating to the Collateral or the proceeds thereof, (B) to notify account debtors or other obligors to make payment directly to Lender, or notify bailees as to the disposition of Collateral, (C) to change the address for delivery of mail to Borrower and to receive and open mail addressed to Borrower, (D) take or bring, in the name of Lender or Borrower, all steps, actions, suits or proceedings deemed by Lender necessary or desirable to effect collection of or other realization upon the CollateralAgreement; and (Ej) to extend execute any documentation reasonably believed necessary by Lender for compliance with Rule 144 or any other restrictions, laws, rules or regulations applicable to any Collateral hereunder that constitutes restricted or control securities under the time securities laws. The foregoing appointments are irrevocable and coupled with an interest and shall survive the death or disability of payment of, compromise or settle for cash, credit, return of merchandise, Pledgor and upon any terms or conditions, any and all accounts or other Collateral which includes a monetary obligation and discharge or release the account debtor or other obligor, shall not be revoked without affecting any of the Obligations. (b) Borrower hereby ratifies, to Lender’s written consent. To the extent permitted by law, Pledgor hereby ratifies all that Lender said attorney-in-fact shall lawfully and in good faith do or cause to be done by virtue of and in compliance with this Agreement. The powers of attorney granted pursuant to this Agreement are each a power coupled with an interest and shall be irrevocable until the Obligations are paid indefeasibly in fullyhereof.

Lender Appointed Attorney-in-Fact. (a) Borrower hereby irrevocably constitutes and appoints Lender, with full power of substitution, as its true and lawful attorney-in-fact, with full irrevocable power and authority in its place and stead and in its name or otherwise, from time to time in Lender's discretion, at Borrower's sole cost and expense, to take any and all appropriate action and to execute and deliver any and all documents and instruments which Lender may deem reasonably necessary or advisable to accomplish the purposes of this Agreement, including, without limiting the generality of the foregoing, (ia) at upon the occurance of an Event of Default, to receive, take, endorse, assign, deliver, accept and deposit, in the name of Lender or Borrower, any time any of and all cash, checks, commercial paper, drafts, remittances and other instruments and documents relating to the Obligations are outstanding, Collateral or the proceeds thereof; (Ab) to execute in the name of Borrower and file against Borrower in favor of Lender, Financing Statements or amendments with respect to the Collateral, or record a copy or an excerpt hereof in the United States Copyright Office or the United States Patent and Trademark Office and (c) to take all other steps as are necessary in the reasonable opinion of Lender under applicable law to perfect the security interests granted herein. In addition to the foregoing, Lender may (d) transmit to account debtors, other obligors or any bailees notice of the interest of Lender in the Collateral or request from account debtors or such other obligors or bailees at any time, in the name of Borrower or Lender or any designee of Lender, information concerning the Collateral and any amounts owing with respect thereto; , (Be) to execute in upon the name of Borrower and file against Borrower in favor of Lender Financing Statements or amendments with respect to the Collateral, or record a copy or an excerpt hereof in the United States Copyright Office or the United States Patent and Trademark Office and to take all other steps as are necessary in the reasonable opinion of Lender under applicable law to perfect the security interests granted herein; (C) to obtain and adjust insurance required pursuant to this Agreement and to pay all or any part of the premiums therefor and the costs thereof, and (D) to pay or discharge taxes, Liens, security interests or other encumbrances levied or placed on or threatened against the Collateral; (ii) after and during the continuation occurance of an Event of Default, (A) to receive, take, endorse, assign, deliver, accept and deposit, in the name of Lender or Borrower, any and all cash, checks, commercial paper, drafts, remittances and other instruments and documents relating to the Collateral or the proceeds thereof, (B) to notify account debtors or other obligors to make payment directly to Lender, or notify bailees as to the disposition of Collateral, (Cf) to change upon the address for delivery occurance of mail to Borrower and to receive and open mail addressed to Borroweran Event of Default, (D) take or bring, in the name of Lender or Borrower, all steps, actions, suits or proceedings deemed by Lender necessary or desirable to effect collection of or other realization upon the accounts and other Collateral; , (g) upon the occurance of an Event of Default, change the address for delivery of mail to Borrower and to receive and open mail addressed to Borrower, (Eh) to upon the occurance of an Event of Default, extend the time of payment of, compromise or settle for cash, credit, return of merchandise, and upon any terms or conditions, any and all accounts or other Collateral which includes a monetary obligation and discharge or release the account debtor or other obligor, without affecting any of the Obligations. , (bi) Borrower hereby ratifiesupon the occurance of an Event of Default, to the extent permitted by law, all that Lender shall lawfully obtain and in good faith do or cause to be done by virtue of and in compliance with this Agreement. The powers of attorney granted adjust insurance required pursuant to this Agreement are each a power coupled with and to pay all or any part of the premiums therefor and the costs thereof, and (j) upon the occurance of an interest and shall be irrevocable until Event of Default, pay or discharge taxes, liens, security interests or other encumbrances levied or placed on or threatened against the Obligations are paid indefeasibly in fullyCollateral.

Lender Appointed Attorney-in-Fact. (a) Borrower Each Grantor hereby irrevocably constitutes designates and appoints Lender, with full power of substitution, the Lender as its true and lawful attorney-in-fact, with full irrevocable power and authority in its the place and stead of such Grantor and in its the name of such Grantor or otherwise, from time to time in the Lender's ’s discretion, at Borrower's sole cost but only following the occurrence and expenseduring the continuance of an Event of Default, to take any and all appropriate action and to execute and deliver any and all documents and instruments instrument which the Lender may deem reasonably necessary or advisable to accomplish the purposes of this Security Agreement, includingand: (a) to demand, without limiting collect, settle, compromise and adjust, and give discharges and releases concerning the generality of Collateral, all as the foregoing, Lender may deem reasonably appropriate; (ib) to commence and prosecute any actions at any time court for the purposes of collecting any of the Obligations are outstanding, Collateral and enforcing any other right in respect thereof; (Ac) to transmit to account debtorsdefend, other obligors settle or compromise any bailees notice action brought in respect of the interest of Lender in the Collateral or request from account debtors or such other obligors or bailees at any timeand, in connection therewith, give such discharge or release as the name of Borrower or Lender or any designee of Lender, information concerning the Collateral and any amounts owing with respect thereto; may deem reasonably appropriate; (B) to execute in the name of Borrower and file against Borrower in favor of Lender Financing Statements or amendments with respect to the Collateral, or record a copy or an excerpt hereof in the United States Copyright Office or the United States Patent and Trademark Office and to take all other steps as are necessary in the reasonable opinion of Lender under applicable law to perfect the security interests granted herein; (C) to obtain and adjust insurance required pursuant to this Agreement and to pay all or any part of the premiums therefor and the costs thereof, and (Dd) to pay or discharge taxes, Liensliens, security interests interest or other encumbrances levied or placed on or threatened against the Collateral; ; (ii) after and during the continuation of an Event of Default, (Ae) to receive, take, endorse, assign, deliver, accept and deposit, direct any parties liable for any payment in connection with any of the name Collateral to make payment of Lender or Borrower, any and all cashmonies due and to become due thereunder directly to the Lender or as the Lender shall direct; (f) to receive payment of and receipt for any and all monies, checksclaims and other amounts due and to become due at any time in respect of or arising out of any Collateral; (g) to sign and endorse, commercial paper, any drafts, remittances assignments, proxies, stock powers, verifications, notices and other instruments and documents relating to the Collateral; (h) to execute and deliver all assignments, conveyances, statements, financing statements, renewal financing statements, security and pledge agreements, affidavits, notices and other agreements, instruments and documents that the Lender may deem reasonably appropriate in order to perfect and maintain the security interests and liens granted in this Security Agreement and in order to fully consummate all of the transactions contemplated herein; (i) to exchange any of the Collateral or other property upon any merger, consolidation, reorganization, recapitalization or other readjustment of the proceeds thereofissuer thereof and, in connection therewith, deposit any of the Collateral with any committee, depository, transfer agent, registrar or other designated agency upon such term as the Lender may deem reasonably appropriate; (Bj) to notify account debtors vote for a shareholder or other obligors to make payment directly to Lendermember resolution, or notify bailees as to sign an instrument in writing, sanctioning the disposition transfer of Collateral, (C) to change any or all of the address for delivery of mail to Borrower and to receive and open mail addressed to Borrower, (D) take or bring, in Collateral into the name of the Lender (or Borrower, all steps, actions, suits its designee) or proceedings deemed by Lender necessary into the name of any transferee to whom the Collateral or desirable any part thereof may be sold pursuant to effect collection of or other realization upon the CollateralArticle VI hereof; and and (Ek) to extend perform the time affirmative obligations of payment ofsuch Grantor hereunder. Each Grantor hereby acknowledges, compromise or settle for cash, credit, return of merchandise, consents and upon any terms or conditions, any and all accounts or other Collateral which includes a monetary obligation and discharge or release agrees that the account debtor or other obligor, without affecting any of the Obligations. (b) Borrower hereby ratifies, to the extent permitted by law, all that Lender shall lawfully and in good faith do or cause to be done by virtue of and in compliance with this Agreement. The powers power of attorney granted pursuant to this Agreement are each a power Section 5.1 is irrevocable and coupled with an interest and shall be irrevocable until the Obligations are paid indefeasibly in fullyinterest.

Lender Appointed Attorney-in-Fact. (a) Each Borrower and each other Loan Party hereby irrevocably constitutes and appoints Lender, with full power of substitution, as Lender its true and lawful attorney-in-fact, with full irrevocable power and authority in its the place and stead of such Borrower and such Loan Party and in its the name of such Borrower or such Loan Party or otherwise, from at such time to time in Lender's discretion, at Borrower's sole cost as an Event of Default has occurred and expenseis continuing, to take any and all appropriate action and to execute and deliver any and all documents and instruments instrument which Lender may reasonably deem reasonably necessary or advisable to accomplish the purposes of this Agreement, including, without limiting the generality of the foregoing, : (i) at any time any of the Obligations are outstanding, (Aa) to transmit ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to account debtors, other obligors become due under or in connection with the Accounts or any bailees notice other Collateral of the interest of Lender in the Collateral or request from account debtors such Borrower or such other obligors or bailees at any time, in the name of Borrower or Lender or any designee of Lender, information concerning the Collateral and any amounts owing with respect thereto; Loan Party; (B) to execute in the name of Borrower and file against Borrower in favor of Lender Financing Statements or amendments with respect to the Collateral, or record a copy or an excerpt hereof in the United States Copyright Office or the United States Patent and Trademark Office and to take all other steps as are necessary in the reasonable opinion of Lender under applicable law to perfect the security interests granted herein; (C) to obtain and adjust insurance required pursuant to this Agreement and to pay all or any part of the premiums therefor and the costs thereof, and (D) to pay or discharge taxes, Liens, security interests or other encumbrances levied or placed on or threatened against the Collateral; (ii) after and during the continuation of an Event of Default, (Ab) to receive, takeindorse, endorseand collect any drafts or other instruments, assigndocuments, deliverNegotiable Collateral or Chattel Paper; (c) to file any claims or take any action or institute any proceedings which Lender may deem necessary or desirable for the collection of any of the Collateral of such Borrower or such other Loan Party or otherwise to enforce the rights of Lender with respect to any of the Collateral; (d) to repair, accept and depositalter, or supply Goods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to Borrower or such other Loan Party in respect of any Account of such Borrower or such other Loan Party; (e) to use any Intellectual Property or Intellectual Property Licenses of such Borrower or such other Loan Party including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, or advertising matter, in preparing for sale, advertising for sale, or selling any other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Borrower or such other Loan Party; (f) to take exclusive possession of all locations where each Borrower or other Loan Party conducts its business or has rights of possession, without notice to or consent of any Borrower or any Loan Party and to use such locations to store, process, manufacture, sell, use, and liquidate or otherwise dispose of items that are Collateral, without obligation to pay rent or other compensation for the possession or use of any location; (g) Lender shall have the right, but shall not be obligated, to bring suit in its own name or in the applicable Loan Party’s name, to enforce the Intellectual Property and Intellectual Property Licenses and, if Lender shall commence any such suit, the appropriate Borrower or such other Loan Party shall, at the request of Lender or BorrowerLender, do any and all cash, checks, commercial paper, drafts, remittances lawful acts and other instruments and documents relating to the Collateral or the proceeds thereof, (B) to notify account debtors or other obligors to make payment directly to Lender, or notify bailees as to the disposition of Collateral, (C) to change the address for delivery of mail to Borrower and to receive and open mail addressed to Borrower, (D) take or bring, in the name of Lender or Borrower, all steps, actions, suits or proceedings deemed by Lender necessary or desirable to effect collection of or other realization upon the Collateral; and (E) to extend the time of payment of, compromise or settle for cash, credit, return of merchandise, and upon any terms or conditions, execute any and all accounts or other Collateral which includes a monetary obligation and discharge or release the account debtor or other obligor, without affecting any proper documents reasonably required by Lender in aid of the Obligations.such enforcement; and (bh) Borrower hereby ratifies, to the extent permitted by law, such Borrower and each other Loan Party hereby ratifies all that Lender such attorney-in-fact shall lawfully and in good faith do or cause to be done by virtue of and in compliance with this Agreementhereof. The powers This power of attorney granted pursuant to this Agreement are each a power is coupled with an interest and shall be irrevocable until the all commitments of Lender under this Agreement to provide extensions of credit are terminated and all Obligations are have been paid indefeasibly in fullyfull in cash.

Lender Appointed Attorney-in-Fact. (a) Each Borrower hereby irrevocably constitutes and appoints Lender, with full power of substitution, as Lender its true and lawful attorney-in-fact, with full irrevocable power and authority in its the place and stead of such Borrower and in its the name of such Borrower or otherwise, from at such time to time in Lender's discretion, at Borrower's sole cost as an Event of Default has occurred and expenseis continuing, to take any and all appropriate action and to execute and deliver any and all documents and instruments instrument which Lender may reasonably deem reasonably necessary or advisable to accomplish the purposes of this Agreement, including, without limiting the generality of the foregoing, : (i) at any time any of the Obligations are outstanding, (Aa) to transmit ask, demand, collect, sxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to account debtors, other obligors become due under or in connection with the Accounts or any bailees notice other Collateral of the interest of Lender in the Collateral or request from account debtors or such other obligors or bailees at any time, in the name of Borrower or Lender or any designee of Lender, information concerning the Collateral and any amounts owing with respect thereto; Borrower; (B) to execute in the name of Borrower and file against Borrower in favor of Lender Financing Statements or amendments with respect to the Collateral, or record a copy or an excerpt hereof in the United States Copyright Office or the United States Patent and Trademark Office and to take all other steps as are necessary in the reasonable opinion of Lender under applicable law to perfect the security interests granted herein; (C) to obtain and adjust insurance required pursuant to this Agreement and to pay all or any part of the premiums therefor and the costs thereof, and (D) to pay or discharge taxes, Liens, security interests or other encumbrances levied or placed on or threatened against the Collateral; (ii) after and during the continuation of an Event of Default, (Ab) to receive, takeindorse, endorseand collect any drafts or other instruments, assigndocuments, deliverNegotiable Collateral or Chattel Paper; (c) to file any claims or take any action or institute any proceedings which Lender may deem necessary or desirable for the collection of any of the Collateral of such Borrower or otherwise to enforce the rights of Lender with respect to any of the Collateral; (d) to repair, accept and depositalter, or supply Goods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to Borrower in respect of any Account of such Borrower; (e) to use any Intellectual Property or Intellectual Property Licenses of such Borrower including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, or advertising matter, in preparing for sale, advertising for sale, or selling Inventory or other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Borrower; (f) to take exclusive possession of all locations where each Borrower or any other Loan Party conducts its business or has rights of possession, without notice to or consent of any Borrower or any other Loan Party and to use such locations to store, process, manufacture, sell, use, and liquidate or otherwise dispose of items that are Collateral, without obligation to pay rent or other compensation for the possession or use of any location; (g) Lender shall have the right, but shall not be obligated, to bring suit in its own name or in the applicable Loan Party’s name, to enforce the Intellectual Property and Intellectual Property Licenses and, if Lender shall commence any such suit, the appropriate Borrower or such other Loan Party shall, at the request of Lender or BorrowerLender, do any and all cash, checks, commercial paper, drafts, remittances lawful acts and other instruments and documents relating to the Collateral or the proceeds thereof, (B) to notify account debtors or other obligors to make payment directly to Lender, or notify bailees as to the disposition of Collateral, (C) to change the address for delivery of mail to Borrower and to receive and open mail addressed to Borrower, (D) take or bring, in the name of Lender or Borrower, all steps, actions, suits or proceedings deemed by Lender necessary or desirable to effect collection of or other realization upon the Collateral; and (E) to extend the time of payment of, compromise or settle for cash, credit, return of merchandise, and upon any terms or conditions, execute any and all accounts or other Collateral which includes a monetary obligation and discharge or release the account debtor or other obligor, without affecting any proper documents reasonably required by Lender in aid of the Obligations.such enforcement; and (bh) Borrower hereby ratifies, to the extent permitted by law, such Borrower hereby ratifies all that Lender such attorney-in-fact shall lawfully and in good faith do or cause to be done by virtue of and in compliance with this Agreementhereof. The powers This power of attorney granted pursuant to this Agreement are each a power is coupled with an interest and shall be irrevocable until the all commitments of Lender under this Agreement to provide extensions of credit are terminated and all Obligations are have been paid indefeasibly in fullyfull in cash.

Lender Appointed Attorney-in-Fact. (a) Borrower hereby irrevocably constitutes and appoints LenderLender and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact, fact with full irrevocable power and authority in its the place and stead of Borrower and in the name of Borrower or in its name or otherwiseown name, from time to time in Lender's discretion, at Borrower's sole cost and expensefor the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute and deliver any and all documents and instruments which Lender may deem reasonably be necessary or advisable desirable to accomplish the purposes of this Agreement, includingAgreement and, without limiting the generality of the foregoing, hereby gives Lender the power and right, on behalf of Borrower, Without notice to or assent by Borrower to do the following; (i) at to ask, demand, collect, receive and give acquittances and receipts for any time and all moneys due and to become due under any of the Obligations are outstanding, (A) to transmit to account debtors, other obligors or any bailees notice of the interest of Lender in the Collateral or request from account debtors or such other obligors or bailees at any timeand, in the name of Borrower or Lender its own name or otherwise, to take possession of, and endorse and collect, any designee checks, drafts, notes, acceptances or other Instruments for the payment of Lender, information concerning the moneys due under any Collateral and to file any amounts owing with respect thereto; claim or to take any other action or proceeding in any court of law or entity or otherwise deemed appropriate by Lender for the purpose of collecting any and all such moneys due under any Collateral whenever payable and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by Lender for the purpose of collecting any and all such moneys due under any Collateral whenever payable; (Bii) to execute in the name of Borrower and file pay or discharge taxes or Liens levied or placed on or threatened against Borrower in favor of Lender Financing Statements or amendments with respect to the Collateral, to effect any repairs or record a copy or an excerpt hereof in any insurance called for by the United States Copyright Office or the United States Patent and Trademark Office and to take all other steps as are necessary in the reasonable opinion terms of Lender under applicable law to perfect the security interests granted herein; (C) to obtain and adjust insurance required pursuant to this Agreement and to pay all or any part of the premiums therefor and the costs thereof; and (A) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due, and to become due thereunder, directly to Lender or as Lender shall direct; (B) to receive payment of and receipt for any and all moneys, claims and other amounts due, and to become due at any time, in respect of, or arising out of, any Collateral; (C) to sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with receivables constituting or relating to the Collateral; (D) to pay commence and prosecute any suits, actions or discharge taxes, Liens, security interests proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any part thereof and to enforce any other encumbrances levied or placed on or threatened against the right in respect of any Collateral; (iiE) after to defend any suit, action or proceeding brought against Borrower with respect to any Collateral; (F) to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as Lender may deem appropriate; and (G) generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though Lender were the absolute owner thereof for all purposes, and to do, at Lender's option and Borrower's expense, at any time, or from time to time, all acts and things which Lender reasonably deems necessary to protect, preserve or realize upon the Collateral and Lender's Lien therein, in order to effect the intent of this Agreement, all as fully and effectively as Borrower might do. (b) Lender agrees that, except upon the occurrence and during the continuation of an Event of Default, (A) it will forebear from exercising the power of attorney or any rights granted to receive, take, endorse, assign, deliver, accept and deposit, in the name of Lender or Borrower, any and all cash, checks, commercial paper, drafts, remittances and other instruments and documents relating pursuant to the Collateral or the proceeds thereof, (B) to notify account debtors or other obligors to make payment directly to Lender, or notify bailees as to the disposition of Collateral, (C) to change the address for delivery of mail to Borrower and to receive and open mail addressed to Borrower, (D) take or bring, in the name of Lender or Borrower, all steps, actions, suits or proceedings deemed by Lender necessary or desirable to effect collection of or other realization upon the Collateral; and (E) to extend the time of payment of, compromise or settle for cash, credit, return of merchandise, and upon any terms or conditions, any and all accounts or other Collateral which includes a monetary obligation and discharge or release the account debtor or other obligor, without affecting any of the Obligations. (b) this Section 4.2. Borrower hereby ratifies, to the extent permitted by law, all that Lender said attorneys shall lawfully and in good faith do or cause to be done by virtue of and in compliance with this Agreementhereof. The powers power of attorney granted pursuant to this Agreement are each Section 4.2 is a power coupled with an interest and shall be irrevocable until the Obligations are indefeasibly paid indefeasibly in fullyfull. Nothing set forth in this subparagraph (b) shall limit the rights of Lender granted in Section 8.2 or 8.3 hereof. (c) The powers conferred on Lender hereunder are solely to protect Lender's interests in the Collateral and shall not impose any duty upon it to exercise any such powers. Lender shall be accountable only for 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 Borrower for any act or failure to act, except for its or their own gross negligence or willful misconduct. (d) Borrower also authorizes Lender, at any time and from time to time (i) to communicate in its own name with any party to any Contract with regard to the assignment of the right, title and interest of Borrower in and under the Contracts hereunder and other matters relating thereto and (ii) to execute, in connection with the sale provided for in Section ______ hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.

Lender Appointed Attorney-in-Fact. (a) Borrower hereby irrevocably constitutes and appoints Lender, with full power of substitution, Lender as its true and lawful Borrower’s attorney-in-fact, with full irrevocable power and authority in its the place and stead of Borrower and in its the name of Borrower or otherwise, from time to time in Lender's discretion, ’s discretion at Borrower's sole cost and expenseany time after the occurrence of an Event of Default (as defined in Section 12), to take any and all appropriate action and to execute and deliver any and all documents and instruments instrument which Lender may deem reasonably necessary or advisable to accomplish the purposes of this Agreement, including, without limiting the generality of the foregoing, limitation: (i) at any time any of the Obligations are outstanding, (A) to transmit to account debtors, other obligors or any bailees notice of the interest of Lender in the Collateral or request from account debtors or such other obligors or bailees at any time, in the name of Borrower or Lender or any designee of Lender, information concerning the Collateral and any amounts owing with respect thereto; (B) to execute in the name of Borrower and file against Borrower in favor of Lender Financing Statements or amendments with respect to the Collateral, or record a copy or an excerpt hereof in the United States Copyright Office or the United States Patent and Trademark Office and to take all other steps as are necessary in the reasonable opinion of Lender under applicable law to perfect the security interests granted herein; (Ca) to obtain and adjust insurance required to be paid to Lender pursuant to this Agreement Section 6; (b) to ask, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts for moneys due and to pay all become due under or in respect of any part of the premiums therefor Collateral, including, without limitation, moneys due and to become due under the costs Mortgages; (c) to file any claims or take any action or institute any proceedings which Lender may deem necessary or desirable to enforce the rights of Lender with respect to any of the Collateral; (d) with respect to any Mortgage, demand, collect, receive, settle, compromise, adjust, foreclose and resell and/or give discharges and releases, all as Lender may determine; (e) to commence and prosecute any actions in any court for the purposes of collecting amounts owed on Mortgages and enforcing any other rights in respect thereof, and to defend, settle or compromise any action brought and, in connection therewith, and to give such discharge or release as Lender may deem appropriate; (D) to pay or discharge taxes, Liens, security interests or other encumbrances levied or placed on or threatened against the Collateral; (ii) after and during the continuation of an Event of Default, (Af) to receive, takeopen and dispose of mail addressed to Borrower and endorse checks, endorsenotes, assigndrafts, deliveracceptances, accept money orders, bills of lading, warehouse receipts or other instruments or documents evidencing payment made on account of or funds paid relating to Mortgages on behalf of and deposit, in the name of Lender Borrower; (g) sell, assign, transfer, make any agreement in respect of, or Borrowerotherwise deal with or exercise rights in respect of, any Mortgage as fully and completely as though Lender were the absolute owner thereof for all cash, checks, commercial paper, drafts, remittances and other instruments and documents relating to the Collateral or the proceeds thereof, purposes; (Bh) to notify account debtors adjust and settle claims under any insurance policy related to any of the Mortgages; (i) to execute Financing Statements or any other documents or writing deemed necessary by Lender to evidence or perfect Lender’s security interest in the Mortgages; provided that Lender agrees to furnish copies of any document executed hereunder to Borrower upon request; and (j) to enter on the premises of Borrower in order to exercise any of Lender’s rights and remedies. (k) to receive, endorse, and collect any drafts or other obligors to make payment directly to Lenderinstruments, documents, assignments, and chattel paper in connection with clause (a) or notify bailees as to the disposition of Collateral, (Cb) above; and (l) to change the address for delivery of mail to Borrower and to receive and open mail addressed to Borrower, (D) file any claims or take any action or bring, in the name of institute any proceedings which Lender or Borrower, all steps, actions, suits or proceedings deemed by Lender may deem necessary or desirable to effect collection enforce the rights of or other realization upon the Collateral; and (E) Lender with respect to extend the time of payment of, compromise or settle for cash, credit, return of merchandise, and upon any terms or conditions, any and all accounts or other Collateral which includes a monetary obligation and discharge or release the account debtor or other obligor, without affecting any of the Obligations. (b) Borrower hereby ratifies, to the extent permitted by law, all that Lender shall lawfully and in good faith do or cause to be done by virtue of and in compliance with this AgreementCollateral. The powers foregoing appointment of attorney granted pursuant to this Agreement are each a power Lender as attorney-in-fact is coupled with an interest and shall be irrevocable until the Obligations are paid indefeasibly in fullyis irrevocable.

Lender Appointed Attorney-in-Fact. (a) Borrower hereby irrevocably constitutes and appoints Lender, with full power of substitution, as its true and lawful attorney-in-fact, with full irrevocable power and authority in its place and stead and in its name or otherwise, from time to time in Lender's discretion, at Borrower's ’s sole cost and expense, to take any and all appropriate action and to execute and deliver any and all documents and instruments which Lender may deem reasonably necessary or advisable to accomplish the purposes of this Agreement, including, without limiting the generality of the foregoing, (i) at any time any of the Obligations are outstanding, (A) to transmit to account debtorsAccount Debtors, other obligors or any bailees notice of the interest of Lender in the Collateral or request from account debtors Account Debtors or such other obligors or bailees at any time, in the name of Borrower or Lender or any designee of Lender, information concerning the Collateral and any amounts owing with respect thereto; (B) to execute in the name of Borrower and file against Borrower in favor of Lender Financing Statements or amendments with respect to the Collateral, or record a copy or an excerpt hereof in the United States Copyright Office or the United States Patent and Trademark Office and to take all other steps as are necessary in the reasonable opinion of Lender under applicable law to perfect the security interests granted herein; and (C) to obtain and adjust insurance required pursuant to this Agreement and to pay all or any part of the premiums therefor and the costs thereof, and (D) to pay or discharge taxes, Liens, security interests or other encumbrances levied or placed on or threatened against the Collateral; (ii) after and during the continuation of an Event of Default, (A) to receive, take, endorse, assign, deliver, accept and deposit, in the name of Lender or Borrower, any and all cash, checks, commercial paper, drafts, remittances and other instruments and documents relating to the Collateral or the proceeds thereof, (B) to notify account debtors Account Debtors or other obligors to make payment directly to Lender, or notify bailees as to the disposition of Collateral, (C) to change the address for delivery of mail to Borrower and to receive and open mail addressed to Borrower, (D) take or bring, in the name of Lender or Borrower, all steps, actions, suits or proceedings deemed by Lender necessary or desirable to effect collection of or other realization upon the Collateral; (E) to obtain and adjust insurance required pursuant to this Agreement and to pay all or any part of the premiums therefor and the costs thereof, and (EF) to extend the time of payment of, compromise or settle for cash, credit, return of merchandise, and upon any terms or conditions, any and all accounts or other Collateral which includes a monetary obligation and discharge or release the account debtor Account Debtor or other obligor, without affecting any of the Obligations. (b) Borrower hereby ratifies, to the extent permitted by law, all that Lender shall lawfully and in good faith do or cause to be done by virtue of and in compliance with this Agreement. The powers of attorney granted pursuant to this Agreement are each a power coupled with an interest and shall be irrevocable until the Obligations are paid indefeasibly in fullyfull.

Lender Appointed Attorney-in-Fact. (a) Borrower hereby irrevocably constitutes and appoints Lender, with full power of substitution, as its true and lawful attorney-in-fact, with full irrevocable power and authority in its place and stead and in its name or otherwise, from time to time in Lender's discretion, at Borrower's ’s sole cost and expense, to take any and all appropriate action and to execute and deliver any and all documents and instruments which Lender may deem reasonably necessary or advisable to accomplish the purposes of this Agreement, including, without limiting the generality of the foregoing, : (i) at any time any of the Obligations are outstanding, (A) to transmit to account debtorsAccount Debtors, other obligors or any bailees notice of the interest of Lender in the Collateral or request from account debtors Account Debtors or such other obligors or bailees at any time, in the name of Borrower or Lender or any designee of Lender, information concerning the Collateral and any amounts owing with respect thereto; , (B) to execute in the name of Borrower and file against Borrower in favor of Lender Financing Statements or amendments with respect to the Collateral, or record a copy or an excerpt hereof in the United States Copyright Office or the United States Patent and Trademark Office and to take all other steps as are necessary in the reasonable opinion of Lender under applicable law to perfect the security interests granted herein; (C) to obtain and adjust insurance required pursuant to this Agreement and to pay all or any part of the premiums therefor and the costs thereof, and (DC) to pay or discharge taxesTaxes, Liens, security interests or other encumbrances levied or placed on or threatened against the Collateral; and (ii) after and during the continuation of an Event of Default, (A) to receive, take, endorse, assign, deliver, accept and deposit, in the name of Lender or Borrower, any and all cash, checks, commercial paper, drafts, remittances and other instruments and documents relating to the Collateral or the proceeds Proceeds thereof, (B) to notify account debtors Account Debtors or other obligors to make payment directly to Lender, or notify bailees as to the disposition of Collateral, (C) to change the address for delivery of mail to Borrower and to receive and open mail addressed to Borrower, (D) take or bring, in the name of Lender or Borrower, all steps, actions, suits or proceedings deemed by Lender necessary or desirable to effect collection of or other realization upon the Collateral; , (E) to obtain and adjust insurance required pursuant to this Agreement and to pay all or any part of the premiums therefor and the costs thereof, (F) to assemble, market and/or sell any Inventory or other Collateral, (G) to take any and all action and to execute and deliver any and all documents and instruments which Lender may deem reasonably necessary or advisable to (a) accomplish the purposes of perfecting, continuing and preserving, a continuing first priority security interest in any of the Collateral in favor of Lender, and (Eb) effect a transfer of any of the Collateral to Lender or to Lender’s designees, and (H) to extend the time of payment of, compromise or settle for cash, credit, return of merchandise, and upon any terms anyterms or conditions, any and all accounts Accounts or other Collateral which includes a monetary obligation and discharge or release the account debtor Account Debtor or other obligor, without affecting any of the Obligations. (b) Borrower hereby ratifies, to the extent permitted by law, all that Lender shall lawfully and in good faith do or cause to be done by virtue of and in compliance with this Agreement. The powers of attorney granted pursuant to this Agreement are each a power coupled with an interest and shall be irrevocable until the Obligations are paid indefeasibly in fullyfull.

Lender Appointed Attorney-in-Fact. (a) Borrower hereby irrevocably constitutes and appoints Lender, with full power of substitutionor any person or agent as Lender may designate as such, as its true and lawful Borrower’s attorney-in-fact, with full irrevocable power and authority in its the place and stead of Borrower and in its the name of Borrower, Lender or otherwise, from time to time in Lender's discretion, at Borrower's sole cost and expense, ’s discretion to take any and all appropriate action and to execute and deliver any and all documents and instruments which instrument that Lender may in its good faith sole discretion deem reasonably necessary or advisable to accomplish the purposes of this Agreement, including, without limiting following: (a) upon the generality of the foregoing, (i) at any time any of the Obligations are outstanding, (A) to transmit to account debtors, other obligors or any bailees notice of the interest of Lender in the Collateral or request from account debtors or such other obligors or bailees at any time, in the name of Borrower or Lender or any designee of Lender, information concerning the Collateral and any amounts owing with respect thereto; (B) to execute in the name of Borrower and file against Borrower in favor of Lender Financing Statements or amendments with respect to the Collateral, or record a copy or an excerpt hereof in the United States Copyright Office or the United States Patent and Trademark Office and to take all other steps as are necessary in the reasonable opinion of Lender under applicable law to perfect the security interests granted herein; (C) to obtain and adjust insurance required pursuant to this Agreement and to pay all or any part of the premiums therefor and the costs thereof, and (D) to pay or discharge taxes, Liens, security interests or other encumbrances levied or placed on or threatened against the Collateral; (ii) after occurrence and during the continuation continuance of an Event of Default, to ask for, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts for monies due and to become due under or in respect of any of the Collateral, and to manage the LFRP, including taking actions under the License Agreements and In Licenses; (Ab) upon the occurrence and during the continuance of an Event of Default, to receive, takedirect payment of, endorseendorse and collect any drafts or other instruments, assigndocuments and chattel paper in connection with clause (a) above; (c) upon the occurrence and during the continuance of an Event of Default, deliver, accept and deposit, to file any claims or take any action or institute any proceedings that Lender may in its good faith sole discretion deem necessary or desirable for the name collection of any of the Collateral or otherwise to enforce the rights of Lender with respect to any of the Collateral; (d) upon the occurrence and during the continuance of an Event of Default, to pay or Borrowerdischarge taxes or liens levied or placed upon or threatened against the Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by Lender in its sole discretion, any such payments made by Lender to become obligations of Borrower to Lender, due and all cashpayable immediately without demand; (e) upon the occurrence and during the continuance of an Event of Default, checksto sign and endorse any invoices, commercial paperdrafts against debtors, draftsassignments, remittances verifications, notices and other instruments and documents relating to the Collateral or Collateral; and (f) upon the proceeds thereofoccurrence and during the continuance of an Event of Default, to perform any obligations of the Borrower under the Transaction Documents with the Borrower which the Borrower has not performed. (Bg) upon and at any time after the occurrence and during the continuance of an Event of Default, to notify account debtors or other obligors to make payment directly to Lenderprepare, or notify bailees file and sign Borrower’s name on an assignment document in such form as to the disposition of Collateral, (C) to change the address for delivery of mail to Borrower and to receive and open mail addressed to Borrower, (D) take or bring, Lender may in the name of Lender or Borrower, all steps, actions, suits or proceedings deemed by Lender its sole discretion deem necessary or desirable to effect collection of or other realization upon the Collateral; and (E) to extend the time of payment of, compromise or settle for cash, credit, return of merchandise, and upon any terms or conditions, any and all accounts or other Collateral which includes a monetary obligation and discharge or release the account debtor or other obligor, without affecting any transfer ownership of the Obligations. (b) Borrower hereby ratifiesCollateral to Lender or an assignee or transferee of Lender, which transfer expressly shall be subject to the extent permitted by law, all that Lender shall lawfully and rights of the Borrower in good faith do or cause to be done by virtue of and such Collateral set forth in compliance with this Agreement. The powers of attorney granted pursuant to this Agreement are each a power coupled with an interest and shall be irrevocable until the Obligations are paid indefeasibly in fullySection 14(e) hereof.

Lender Appointed Attorney-in-Fact. (a) Borrower Grantor hereby irrevocably constitutes and appoints Lender, with full power of substitution, the Lender as its true and lawful the attorney-in-fact, with full irrevocable power fact of Grantor for the purpose of carrying out the provisions of this Agreement and authority in its place and stead and in its name or otherwise, from time to time in Lender's discretion, at Borrower's sole cost and expense, to take taking any and all appropriate action and to execute and deliver executing any and all documents and instruments which instrument that the Lender may deem reasonably necessary or advisable to accomplish the purposes of this Agreementhereofto the following extent: Lender shall have the right, including, without limiting upon the generality of the foregoing, (i) at any time any of the Obligations are outstanding, (A) to transmit to account debtors, other obligors or any bailees notice of the interest of Lender in the Collateral or request from account debtors or such other obligors or bailees at any time, in the name of Borrower or Lender or any designee of Lender, information concerning the Collateral and any amounts owing with respect thereto; (B) to execute in the name of Borrower and file against Borrower in favor of Lender Financing Statements or amendments with respect to the Collateral, or record a copy or an excerpt hereof in the United States Copyright Office or the United States Patent and Trademark Office and to take all other steps as are necessary in the reasonable opinion of Lender under applicable law to perfect the security interests granted herein; (C) to obtain and adjust insurance required pursuant to this Agreement and to pay all or any part of the premiums therefor and the costs thereof, and (D) to pay or discharge taxes, Liens, security interests or other encumbrances levied or placed on or threatened against the Collateral; (ii) after occurrence and during the continuation continuance of an Event of Default, with full power of substitution either in the Lender’s name or in the name of Grantor (Aa) to receive, take, endorse, assign, deliver, accept and deposit, in the name of Lender or Borrower, assign and/or deliver any and all cashnotes, acceptances, checks, commercial paper, drafts, remittances and money orders or other instruments and documents evidences of payment relating to the Collateral or the proceeds any part thereof, (Bb) to notify account debtors demand, collect, receive payment of, give receipt for and give discharges and releases of all or other obligors any of the Collateral, (c) to sign the name of Grantor on any invoice or bxxx of lading relating to any of the Collateral, (d) to send verifications of Accounts Receivable to any Account Debtor, (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral, (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral, (g) to notify, or to require Grantor to notify, Account Debtors to make payment directly to the Lender, and (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement in accordance with its terms, as fully and completely as though the Lender were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Lender to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Lender, or notify bailees as to present or file any claim or notice, or to take any action with respect to the disposition Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Lender shall be accountable only for amounts actually received as a result of Collateral, (C) the exercise of the powers granted to change the address for delivery of mail to Borrower and to receive and open mail addressed to Borrower, (D) take or bring, in the name of Lender or Borrower, all steps, actions, suits or proceedings deemed by Lender necessary or desirable to effect collection of or other realization upon the Collateral; and (E) to extend the time of payment of, compromise or settle for cash, credit, return of merchandiseit herein, and upon any terms neither it nor its officers, directors, employees or conditions, any and all accounts or other Collateral which includes a monetary obligation and discharge or release the account debtor or other obligor, without affecting any of the Obligations. (b) Borrower hereby ratifies, to the extent permitted by law, all that Lender shall lawfully and in good faith do or cause to be done by virtue of and in compliance with this Agreement. The powers of attorney granted pursuant to this Agreement are each a power coupled with an interest and agents shall be irrevocable until the Obligations are paid indefeasibly in fullyresponsible to Grantor for any act or failure to act hereunder, except for their own gross negligence, willful misconduct or bad faith, as determined by a court of competent jurisdiction by final and nonappealable judgment.

Lender Appointed Attorney-in-Fact. (a) Borrower Each Grantor hereby irrevocably constitutes and appoints Lender, with full power of substitution, as Lender its true and lawful attorney-in-fact, with full irrevocable power and authority in its the place and stead of such Grantor and in its the name of such Grantor or otherwise, from at such time to time in Lender's discretion, at Borrower's sole cost as an Event of Default has occurred and expenseis continuing under the Credit Agreement, to take any and all appropriate action and to execute and deliver any and all documents and instruments instrument which Lender may reasonably deem reasonably necessary or advisable to accomplish the purposes of this Agreement, including, without limiting the generality of the foregoing, : (i) at any time any of the Obligations are outstanding, (Aa) to transmit ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to account debtors, other obligors become due under or in connection with the Accounts or any bailees notice other Collateral of the interest of Lender in the Collateral or request from account debtors or such other obligors or bailees at any time, in the name of Borrower or Lender or any designee of Lender, information concerning the Collateral and any amounts owing with respect thereto; Grantor; (Bb) to execute in the name of Borrower receive and file against Borrower in favor of Lender Financing Statements or amendments with respect open all mail addressed to the Collateral, or record a copy or an excerpt hereof in the United States Copyright Office or the United States Patent and Trademark Office such Grantor and to take all other steps as are necessary in the reasonable opinion of Lender under applicable law to perfect the security interests granted herein; (C) to obtain and adjust insurance required pursuant to this Agreement and to pay all or any part of the premiums therefor and the costs thereof, and (D) to pay or discharge taxes, Liens, security interests or other encumbrances levied or placed on or threatened against the Collateral; (ii) after and during the continuation of an Event of Default, (A) to receive, take, endorse, assign, deliver, accept and deposit, in the name of Lender or Borrower, any and all cash, checks, commercial paper, drafts, remittances and other instruments and documents relating to the Collateral or the proceeds thereof, (B) to notify account debtors or other obligors to make payment directly to Lender, or notify bailees as to the disposition of Collateral, (C) postal authorities to change the address for the delivery of mail to Borrower such Grantor to that of Lender; (c) to receive, indorse, and collect any drafts or other instruments, documents, Negotiable Collateral or Chattel Paper; (d) to receive and open mail addressed to Borrower, (D) file any claims or take any action or bring, in the name of institute any proceedings which Lender or Borrower, all steps, actions, suits or proceedings deemed by Lender may deem necessary or desirable to effect for the collection of any of the Collateral of such Grantor or otherwise to enforce the rights of Lender with respect to any of the Collateral; (e) to repair, alter, or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to such Grantor in respect of any Account of such Grantor; (f) to use any Intellectual Property or Intellectual Property Licenses of such Grantor, including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, or advertising matter, in preparing for sale, advertising for sale, or selling Inventory or other realization upon Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Grantor; (g) Lender shall have the Collateral; right, but shall not be obligated, to bring suit in its own name to enforce the Intellectual Property and (E) to extend Intellectual Property Licenses and, if Lender shall commence any such suit, the time appropriate Grantor shall, at the request of payment ofLender, compromise or settle for cash, credit, return of merchandise, and upon any terms or conditions, do any and all accounts or other Collateral which includes a monetary obligation lawful acts and discharge or release the account debtor or other obligor, without affecting execute any and all proper documents reasonably required by Lender in aid of the Obligations. (b) Borrower hereby ratifies, to such enforcement. To the extent permitted by law, each Grantor hereby ratifies all that Lender such attorney-in-fact shall lawfully and in good faith do or cause to be done by virtue of and in compliance with this Agreementhereof. The powers This power of attorney granted pursuant to this Agreement are each a power is coupled with an interest and shall be irrevocable until the Obligations are paid indefeasibly in fullythis Agreement is terminated.

Lender Appointed Attorney-in-Fact. (a) Each Borrower hereby irrevocably constitutes and appoints Lender, with full power of substitution, as Lender its true and lawful attorney-in-fact, with full irrevocable power and authority in its the place and stead of such Borrower and in its the name of such Borrower or otherwise, from at such time to time in Lender's discretion, at Borrower's sole cost as an Event of Default has occurred and expenseis continuing, to take any and all appropriate action and to execute and deliver any and all documents and instruments instrument which Lender may reasonably deem reasonably necessary or advisable to accomplish the purposes of this Agreement, including, without limiting the generality of the foregoing, : (i) at any time any of the Obligations are outstanding, (Aa) to transmit ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to account debtors, other obligors become due under or in connection with the Accounts or any bailees notice other Collateral of the interest of Lender in the Collateral or request from account debtors or such other obligors or bailees at any time, in the name of Borrower or Lender or any designee of Lender, information concerning the Collateral and any amounts owing with respect thereto; Borrower; (B) to execute in the name of Borrower and file against Borrower in favor of Lender Financing Statements or amendments with respect to the Collateral, or record a copy or an excerpt hereof in the United States Copyright Office or the United States Patent and Trademark Office and to take all other steps as are necessary in the reasonable opinion of Lender under applicable law to perfect the security interests granted herein; (C) to obtain and adjust insurance required pursuant to this Agreement and to pay all or any part of the premiums therefor and the costs thereof, and (D) to pay or discharge taxes, Liens, security interests or other encumbrances levied or placed on or threatened against the Collateral; (ii) after and during the continuation of an Event of Default, (Ab) to receive, takeindorse, endorseand collect any drafts or other instruments, assigndocuments, deliverNegotiable Collateral or Chattel Paper; (c) to file any claims or take any action or institute any proceedings which Lender may deem necessary or desirable for the collection of any of the Collateral of such Borrower or otherwise to enforce the rights of Lender with respect to any of the Collateral; (d) to repair, accept and depositalter, or supply Goods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to Borrower in respect of any Account of such Borrower; (e) to use any Intellectual Property or Intellectual Property Licenses of such Borrower including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, or advertising matter, in preparing for sale, advertising for sale, or selling Inventory or other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Borrower; (f) to take exclusive possession of all locations where each Borrower conducts its business or has rights of possession, without notice to or consent of any Borrower or any Loan Party and to use such locations to store, process, manufacture, sell, use, and liquidate or otherwise dispose of items that are Collateral, without obligation to pay rent or other compensation for the possession or use of any location; (g) Lender shall have the right, but shall not be obligated, to bring suit in its own name or in the applicable Loan Party’s name, to enforce the Intellectual Property and Intellectual Property Licenses and, if Lender shall commence any such suit, the appropriate Borrower shall, at the request of Lender or BorrowerLender, do any and all cash, checks, commercial paper, drafts, remittances lawful acts and other instruments and documents relating to the Collateral or the proceeds thereof, (B) to notify account debtors or other obligors to make payment directly to Lender, or notify bailees as to the disposition of Collateral, (C) to change the address for delivery of mail to Borrower and to receive and open mail addressed to Borrower, (D) take or bring, in the name of Lender or Borrower, all steps, actions, suits or proceedings deemed by Lender necessary or desirable to effect collection of or other realization upon the Collateral; and (E) to extend the time of payment of, compromise or settle for cash, credit, return of merchandise, and upon any terms or conditions, execute any and all accounts or other Collateral which includes a monetary obligation and discharge or release the account debtor or other obligor, without affecting any proper documents reasonably required by Lender in aid of the Obligations.such enforcement; and (bh) Borrower hereby ratifies, to the extent permitted by law, such Borrower hereby ratifies all that Lender such attorney-in-fact shall lawfully and in good faith do or cause to be done by virtue of and in compliance with this Agreementhereof. The powers This power of attorney granted pursuant to this Agreement are each a power is coupled with an interest and shall be irrevocable until the this Agreement is terminated and all Obligations are have been paid indefeasibly in fullyfull in cash.

Lender Appointed Attorney-in-Fact. (a) Borrower Pledgor hereby irrevocably constitutes appoints the Lender (and appoints Lender, any officer or agent of the Lender with full power of substitution, as its substitution and revocation) Pledgor's true and lawful attorney-in-fact, coupled with an interest, with full irrevocable power and authority in its the place and stead of Pledgor and in its the name of Pledgor or otherwise, from time to time in the Lender's discretiondiscretion to (i) if an Acceleration Default occurs and is continuing, at Borrower's sole cost and expense, to take any and all appropriate action and to execute and deliver any and all documents and instruments instrument which the Lender may deem reasonably necessary or advisable to accomplish the purposes of this Agreement, including, without limiting the generality of the foregoing, (i) at any time any of the Obligations are outstanding, (A) to transmit to account debtors, other obligors or any bailees notice of the interest of Lender in the Collateral or request from account debtors or such other obligors or bailees at any time, in the name of Borrower or Lender or any designee of Lender, information concerning the Collateral and any amounts owing with respect thereto; (B) to execute in the name of Borrower and file against Borrower in favor of Lender Financing Statements or amendments with respect to the Collateral, or record a copy or an excerpt hereof in the United States Copyright Office or the United States Patent and Trademark Office and to take all other steps as are necessary in the reasonable opinion of Lender under applicable law to perfect the security interests granted herein; (C) to obtain and adjust insurance required pursuant to this Agreement and to pay all or any part of the premiums therefor and the costs thereof, and (D) to pay or discharge taxes, Liens, security interests or other encumbrances levied or placed on or threatened against the Collateral; (ii) after and during the continuation of an Event of Defaultlimitation, (A) to receive, takeendorse and collect all instruments made payable to Pledgor representing any income, endorse, assign, deliver, accept and deposit, dividend or other distribution in respect of the name of Lender or Borrower, any and all cash, checks, commercial paper, drafts, remittances and other instruments and documents relating to the Pledged Collateral or any part or proceeds thereof and to give full discharge for the proceeds thereof, same; (B) to notify account debtors transfer the Pledged Collateral, in whole or in part, to the name of the Lender or such other obligors to make payment directly to LenderPerson or Persons as the Lender may designate, or notify bailees as to cause the Pledged Shares to be transferred on the books of Prime to the disposition name of Collateralthe Lender, (C) to change take possession of and endorse any one or more checks, drafts, bills of exchange, money orders or any other documents received on account of the address for delivery of mail to Borrower and to receive and open mail addressed to Borrower, Pledged Collateral; (D) take or bringcollect, in xxx for and give acquittances for moneys due on account of the name of Lender or Borrowerforegoing; withdraw any claims, all stepssuits, actions, suits or proceedings deemed pertaining to or arising out of the foregoing; (E) take any other action contemplated by Lender necessary or desirable to effect collection of or other realization upon the Collateralthis Agreement; and (EF) to extend sign, execute, acknowledge, swear to, verify, deliver, file, record and publish any one or more of the time of payment of, compromise or settle for cash, credit, return of merchandiseforegoing, and upon (ii) at any terms time execute and record or conditionsfile on behalf of Pledgor any evidence of a security interest contemplated by this Agreement and any refilings, any and all accounts continuations or other Collateral which includes a monetary obligation and discharge or release the account debtor or other obligor, without affecting any of the Obligationsextensions thereof. (b) Borrower hereby ratifies, to the extent permitted by law, all that Lender shall lawfully and in good faith do or cause to be done by virtue of and in compliance with this Agreement. The powers of attorney which shall be granted pursuant to this Agreement are each a power coupled with an interest Section 9(a) hereof and all authority thereby conferred shall be granted and conferred solely to protect the Lender's interests in the Pledged Collateral and shall not impose any duty upon the attorney-in-fact to exercise such powers. Such powers of attorney shall be irrevocable until prior to the indefeasible payment and performance in full of the Obligations are paid indefeasibly and shall not be terminated prior thereto or affected by any act of the Pledgor or by operation of law, including, but not limited to, dissolution, liquidation, wind-up, death, disability or incompetency of any Person, the termination of any trust, or the occurrence of any other event, and if the Pledgor should become bankrupt, insolvent, or come under the direct regulation of similar laws which affect the rights of creditors generally or any other event should occur before the indefeasible payment and performance in fullyfull of the Obligations and termination of the Credit Agreement, the Note and the other Loan Documents, such attorney-in-fact shall nevertheless be fully authorized to act under such powers of attorney as if such event had not occurred and regardless of notice thereof.

Lender Appointed Attorney-in-Fact. (a) Borrower Subject to Vornado's rights under the Intercreditor Agreement, Pledgor hereby irrevocably constitutes appoints the Lender (and appoints Lender, any officer or agent of the Lender with full power of substitution, as its substitution and revocation) Pledgor's true and lawful attorney-in-fact, coupled with an interest, with full irrevocable power and authority in its the place and stead of Pledgor and in its the name of Pledgor or otherwise, from time to time in the Lender's discretiondiscretion to (i) if an Acceleration Default occurs and is continuing, at Borrower's sole cost and expense, to take any and all appropriate action and to execute and deliver any and all documents and instruments instrument which the Lender may deem reasonably necessary or advisable to accomplish the purposes of this Agreement, including, without limiting the generality of the foregoing, (i) at any time any of the Obligations are outstanding, (A) to transmit to account debtors, other obligors or any bailees notice of the interest of Lender in the Collateral or request from account debtors or such other obligors or bailees at any time, in the name of Borrower or Lender or any designee of Lender, information concerning the Collateral and any amounts owing with respect thereto; (B) to execute in the name of Borrower and file against Borrower in favor of Lender Financing Statements or amendments with respect to the Collateral, or record a copy or an excerpt hereof in the United States Copyright Office or the United States Patent and Trademark Office and to take all other steps as are necessary in the reasonable opinion of Lender under applicable law to perfect the security interests granted herein; (C) to obtain and adjust insurance required pursuant to this Agreement and to pay all or any part of the premiums therefor and the costs thereof, and (D) to pay or discharge taxes, Liens, security interests or other encumbrances levied or placed on or threatened against the Collateral; (ii) after and during the continuation of an Event of Defaultlimitation, (A) to receive, takeendorse and collect all instruments made payable to Pledgor representing any income, endorse, assign, deliver, accept and deposit, dividend or other distribution in respect of the name of Lender or Borrower, any and all cash, checks, commercial paper, drafts, remittances and other instruments and documents relating to the Pledged Collateral or any part or proceeds thereof and to give full discharge for the proceeds thereof, same; (B) to notify account debtors transfer the Pledged Collateral, in whole or in part, to the name of the Lender or such other obligors to make payment directly to LenderPerson or Persons as the Lender may designate, or notify bailees as to cause the Pledged Shares to be transferred on the books of Prime to the disposition name of Collateral, the Lender; (C) to change take possession of and endorse any one or more checks, drafts, bills of exchange, money orders or any other documents received on account of the address for delivery of mail to Borrower and to receive and open mail addressed to Borrower, Pledged Collateral; (D) take or bringcollect, in xxx for and give acquittances for moneys due on account of the name of Lender or Borrowerforegoing; withdraw any claims, all stepssuits, actions, suits or proceedings deemed pertaining to or arising out of the foregoing; (E) take any other action contemplated by Lender necessary or desirable to effect collection of or other realization upon the Collateralthis Agreement; and (EF) to extend sign, execute, acknowledge, swear to, verify, deliver, file, record and publish any one or more of the time of payment of, compromise or settle for cash, credit, return of merchandiseforegoing, and upon (ii) at any terms time execute and record or conditionsfile on behalf of Pledgor any evidence of a security interest contemplated by this Agreement and any refilings, any and all accounts continuations or other Collateral which includes a monetary obligation and discharge or release the account debtor or other obligor, without affecting any of the Obligationsextensions thereof. (b) Borrower hereby ratifies, to the extent permitted by law, all that Lender shall lawfully and in good faith do or cause to be done by virtue of and in compliance with this Agreement. The powers of attorney which shall be granted pursuant to this Agreement are each a power coupled with an interest Section 9(a) hereof and all authority thereby conferred shall be granted and conferred solely to protect the Lender's interests in the Pledged Collateral and shall not impose any duty upon the attorney-in-fact to exercise such powers. Such powers of attorney shall be irrevocable until prior to the indefeasible payment and performance in full of the Obligations are paid indefeasibly and shall not be terminated prior thereto or affected by any act of the Pledgor or by operation of law, including, but not limited to, dissolution, liquidation, wind-up, death, disability or incompetency of any Person, the termination of any trust, or the occurrence of any other event, and if the Pledgor should become bankrupt, insolvent, or come under the direct regulation of similar laws which affect the rights of creditors generally or any other event should occur before the indefeasible payment and performance in fullyfull of the Obligations and termination of the Credit Agreement, the Note and the other Loan Documents, such attorney-in-fact shall nevertheless be fully authorized to act under such powers of attorney as if such event had not occurred and regardless of notice thereof.

Lender Appointed Attorney-in-Fact. (a) Each Borrower hereby irrevocably constitutes and appoints Lender, with full power of substitution, Lender as its true and lawful such Borrower's attorney-in-fact, with full irrevocable power and authority in its the name, place and stead and in its name of such Borrower or otherwise, from time to time in Lender's reasonable discretion, at Borrower's sole cost and expense, to take any and all appropriate action and to execute and deliver any and all documents and instruments instrument which Lender may deem reasonably necessary or advisable to accomplish the purposes of this Security Agreement. This authority includes the following: a. To ask, includingdemand, without limiting the generality collect, sue for, recover, compromise, restructure, receive xxd give acquittance and receipts for moneys due and to become due under or in respect of the foregoing, (i) at any time any of the Obligations are outstanding, (A) to transmit to account debtors, other obligors or Collateral including proceeding against any bailees notice of the interest Collateral provided by any account debtor; and/or b. To notify the parties obligated on any of the Collateral to make payment to Lender of any amount due or to become due in connection therewith; and/or c. To receive, endorse, and collect any drafts, checks or other instruments, documents and chattel paper in connection with Clause "a" of this Section; and/or d. To file any claims or take any action or institute any proceedings which Lender may deem reasonably necessary or desirable for the collection of any of the Collateral or request from account debtors or such other obligors or bailees at otherwise to enforce the rights of Lender, any time, in the name of Borrower or Lender or any designee of Lender, information concerning the Collateral and any amounts owing with respect thereto; (B) to execute in the name of Borrower and file against Borrower in favor of Lender Financing Statements or amendments with respect to any of the Collateral, or record a copy or an excerpt hereof ; and/or e. To execute (in the United States Copyright Office name, place and stead of any Borrower) endorsements, assignments, powers and other instruments of conveyance or the United States Patent and Trademark Office and transfer with respect to take all other steps as are necessary in the reasonable opinion of Lender under applicable law to perfect the security interests granted herein; (C) to obtain and adjust insurance required pursuant to this Agreement and to pay all or any part of the premiums therefor and the costs thereof, and (D) to pay or discharge taxes, Liens, security interests or other encumbrances levied or placed on or threatened against the Collateral; (ii) after and during the continuation of an Event of Default, (A) to receive, take, endorse, assign, deliver, accept and deposit, in the name of Lender or Borrower, and/or f. To perform any and all cash, checks, commercial paper, drafts, remittances of the affirmative obligations and other instruments and documents relating covenants of such Borrower hereunder (with notice thereof to the Collateral or the proceeds thereof, (B) be provided to notify account debtors or other obligors to make payment directly to Lender, or notify bailees as to the disposition of Collateral, (C) to change the address for delivery of mail to such Borrower and to receive and open mail addressed to Borrower, (D) take or bring, in the name of Lender or Borrower, all steps, actions, suits or proceedings deemed by Lender necessary or desirable to effect collection of or other realization upon the Collateral; and (E) to extend the within a reasonable time of payment of, compromise or settle for cash, credit, return of merchandise, and upon any terms or conditions, any and all accounts or other Collateral which includes a monetary obligation and discharge or release the account debtor or other obligor, without affecting any of the Obligations. (b) thereafter). Each Borrower hereby ratifiesacknowledges, to consents and agrees that the extent permitted by law, all that Lender shall lawfully and in good faith do or cause to be done by virtue of and in compliance with this Agreement. The powers power of attorney granted pursuant to this Agreement are each a power Section is irrevocable and coupled with an interest and shall be irrevocable until the Obligations are paid indefeasibly in fullyinterest.

Lender Appointed Attorney-in-Fact. (a) Borrower hereby irrevocably constitutes and appoints LenderLender and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact, fact with full irrevocable power and authority in its the place and stead of Borrower and in the name of Borrower or in its name or otherwiseown name, from time to time in Lender's discretion, at Borrower's sole cost and expensefor the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute and deliver any and all documents and instruments which Lender may deem reasonably be necessary or advisable desirable to accomplish the purposes of this Agreement, includingAgreement and, without limiting the generality of the foregoing, hereby gives Lender the power and right, on behalf of Borrower, without notice to or assent by Borrower to do the following: (i) at to ask, demand, collect, receive and give acquittances and receipts for any time and all moneys due and to become due under any of the Obligations are outstanding, (A) to transmit to account debtors, other obligors or any bailees notice of the interest of Lender in the Collateral or request from account debtors or such other obligors or bailees at any timeand, in the name of Borrower or Lender its own name or otherwise, to take possession of, and endorse and collect, any designee checks, drafts, notes, acceptances or other Instruments for the payment of Lender, information concerning the moneys due under any Collateral and to file any amounts owing with respect thereto; claim or to take any other action or proceeding in any court of law or entity or otherwise deemed appropriate by Lender for the purpose of collecting any and all such moneys due under any Collateral whenever payable and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by Lender for the purpose of collecting any and all such moneys due under any Collateral whenever payable; (Bii) to execute in the name of Borrower and file pay or discharge taxes or Liens levied or placed on or threatened against Borrower in favor of Lender Financing Statements or amendments with respect to the Collateral, to effect any repairs or record a copy or an excerpt hereof in any insurance called for by the United States Copyright Office or the United States Patent and Trademark Office and to take all other steps as are necessary in the reasonable opinion terms of Lender under applicable law to perfect the security interests granted herein; (C) to obtain and adjust insurance required pursuant to this Agreement and to pay all or any part of the premiums therefor and the costs thereof; and (A) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due, and to become due thereunder, directly to Lender or as Lender shall direct; (B) to receive payment of and receipt for any and all moneys, claims and other amounts due, and to become due at any time, in respect of, or arising out of, any Collateral; (C) to sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with receivables constituting or relating to the Collateral; (D) to pay commence and prosecute any suits, actions or discharge taxes, Liens, security interests proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any part thereof and to enforce any other encumbrances levied or placed on or threatened against the right in respect of any Collateral; (iiE) after to defend any suit, action or proceeding brought against Borrower with respect to any Collateral; (F) to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as Lender may deem appropriate; and (G) generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though Lender were the absolute owner thereof for all purposes, and to do, at Lender's option and Borrower's expense, at any time, or from time to time, all acts and things which Lender reasonably deems necessary to protect, preserve or realize upon the Collateral and Lender's Lien therein, in order to effect the intent of this Agreement, all as fully and effectively as Borrower might do. (b) Lender agrees that, except upon the occurrence and during the continuation of an Event of Default, (A) it will forebear from exercising the power of attorney or any rights granted to receive, take, endorse, assign, deliver, accept and deposit, in the name of Lender or Borrower, any and all cash, checks, commercial paper, drafts, remittances and other instruments and documents relating pursuant to the Collateral or the proceeds thereof, (B) to notify account debtors or other obligors to make payment directly to Lender, or notify bailees as to the disposition of Collateral, (C) to change the address for delivery of mail to Borrower and to receive and open mail addressed to Borrower, (D) take or bring, in the name of Lender or Borrower, all steps, actions, suits or proceedings deemed by Lender necessary or desirable to effect collection of or other realization upon the Collateral; and (E) to extend the time of payment of, compromise or settle for cash, credit, return of merchandise, and upon any terms or conditions, any and all accounts or other Collateral which includes a monetary obligation and discharge or release the account debtor or other obligor, without affecting any of the Obligations. (b) this Section 4.2. Borrower hereby ratifies, to the extent permitted by law, all that Lender said attorneys shall lawfully and in good faith do or cause to be done by virtue of and in compliance with this Agreementhereof. The powers power of attorney granted pursuant to this Agreement are each Section 4.2 is a power coupled with an interest and shall be irrevocable until the Obligations are indefeasibly paid indefeasibly in fullyfull. Nothing set forth in this subparagraph (b) shall limit the rights of Lender granted in Section 8.2 or 8.3 hereof. (c) The powers conferred on Lender hereunder are solely to protect Lender's interests in the Collateral and shall not impose any duty upon it to exercise any such powers. Lender shall be accountable only for 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 Borrower for any act or failure to act, except for its or their own gross negligence or willful misconduct. (d) Borrower also authorizes Lender, at any time and from time to time (i) to communicate in its own name with any party to any Contract with regard to the assignment of the right, title and interest of Borrower in and under the Contracts hereunder and other matters relating thereto and (ii) to execute, in connection with the sale provided for in Section ____ hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral

Lender Appointed Attorney-in-Fact. (a) Borrower hereby irrevocably constitutes and appoints Lender, with full power of substitution, as its true and lawful attorney-in-fact, with full irrevocable power and authority in its place and stead and in its name or otherwise, from time to time in Lender's ’s discretion, at Borrower's ’s sole cost and expense, to take any and all appropriate action and to execute and deliver any and all documents and instruments which Lender may deem reasonably necessary or advisable to accomplish the purposes of this Agreement, including, without limiting the generality of the foregoing, (i) at any time any of the Obligations are outstanding, (A) to transmit to account debtorsAccount Debtors, other obligors or any bailees notice of the interest of Lender in the Collateral or request from account debtors Account Debtors or such other obligors or bailees at any time, in the name of Borrower or Lender or any designee of Lender, information concerning the Collateral and any amounts owing with respect thereto; (B) to execute in the name of Borrower and file against Borrower in favor of Lender Financing Statements or amendments with respect to the Collateral, or record a copy or an excerpt hereof in the United States Copyright Office or the United States Patent and Trademark Office or CIPO and to take all other steps as are necessary in the reasonable opinion of Lender under applicable law to perfect the security interests granted herein; and (C) to obtain and adjust insurance required pursuant to this Agreement and to pay all or any part of the premiums therefor and the costs thereof, and (D) to pay or discharge taxes, Liens, security interests or other encumbrances levied or placed on or threatened against the Collateral; (ii) after and during the continuation of an Event of Default, (A) to receive, take, endorse, assign, deliver, accept and deposit, in the name of Lender or Borrower, any and all cash, checks, commercial paper, drafts, remittances and other instruments and documents relating to the Collateral or the proceeds thereof, (B) to notify account debtors Account Debtors or other obligors to make payment directly to Lender, or notify bailees as to the disposition of Collateral, (C) to change the address for delivery of mail to Borrower and to receive and open mail addressed to Borrower, (D) take or bring, in the name of Lender or Borrower, all steps, actions, suits or proceedings deemed by Lender necessary or desirable to effect collection of or other realization upon the Collateral; (E) to obtain and adjust insurance required pursuant to this Agreement and to pay all or any part of the premiums therefor and the costs thereof, and (EF) to extend the time of payment of, compromise or settle for cash, credit, return of merchandise, and upon any terms or conditions, any and all accounts or other Collateral which includes a monetary obligation and discharge or release the account debtor or other obligor, without affecting any of the Obligations. (b) Borrower hereby ratifies, to the extent permitted by law, all that Lender shall lawfully and in good faith do or cause to be done by virtue of and in compliance with this Agreement. The powers of attorney granted pursuant to this Agreement are each a power coupled with an interest and shall be irrevocable until the Obligations are paid indefeasibly in fullyfull.

Lender Appointed Attorney-in-Fact. (a) Borrower Each Grantor hereby irrevocably constitutes and appoints Lender, with full power of substitution, the Lender as its true and lawful such Grantor’s attorney-in-fact, effective upon the occurrence and during continuance of an Event of Default, with full irrevocable power and authority in its the place and stead of such Grantor, and in its the name of such Grantor, or otherwise, from time to time time, in the Lender's discretion, at Borrower's ’s sole cost and expense, absolute discretion to take do any of the following acts or things: (a) to do all acts and all appropriate action things and to execute and deliver any and all documents and instruments which Lender may deem reasonably necessary or advisable to accomplish the purposes of this Agreement, including, without limiting the generality of the foregoing, (i) at any time any of the Obligations are outstanding, (A) to transmit to account debtors, other obligors or any bailees notice of the interest of Lender in the Collateral or request from account debtors or such other obligors or bailees at any time, in the name of Borrower or Lender or any designee of Lender, information concerning the Collateral perfect and any amounts owing with respect thereto; (B) to execute in the name of Borrower and file against Borrower in favor of Lender Financing Statements or amendments with respect to the Collateral, or record a copy or an excerpt hereof in the United States Copyright Office or the United States Patent and Trademark Office and to take all other steps as are necessary in the reasonable opinion of Lender under applicable law to perfect continue perfected the security interests granted herein; (C) to obtain and adjust insurance required pursuant to created by this Agreement and to pay all or any part of the premiums therefor preserve, maintain and the costs thereof, and (D) to pay or discharge taxes, Liens, security interests or other encumbrances levied or placed on or threatened against protect the Collateral; (ii) after and during the continuation of an Event of Default, (Ab) to receivedo any and every act which such Grantor is obligated to do under this Agreement; (c) to prepare, takesign, endorsefile and record, in such Grantor’s name, any financing statement covering the Collateral; (d) to endorse and transfer the Collateral upon foreclosure by the Lender; (e) to grant or issue an exclusive or nonexclusive license under the Copyrights, the Patents or the Marks to anyone upon foreclosure by the Lender; (f) to assign, deliverpledge, accept and depositconvey or otherwise transfer title in or dispose of the Copyrights, in the name of Lender or Borrower, any and all cash, checks, commercial paper, drafts, remittances and other instruments and documents relating to the Collateral Patents or the proceeds thereof, Marks to anyone upon foreclosure by the Lender; and (Bg) to notify account debtors file any claims or other obligors to make payment directly to Lender, take any action or notify bailees as to institute any proceedings which the disposition of Collateral, (C) to change the address for delivery of mail to Borrower and to receive and open mail addressed to Borrower, (D) take or bring, in the name of Lender or Borrower, all steps, actions, suits or proceedings deemed by Lender may reasonably deem necessary or desirable to effect collection for the protection or enforcement of or other realization upon the Collateral; and (E) to extend the time of payment of, compromise or settle for cash, credit, return of merchandise, and upon any terms or conditions, any and all accounts or other Collateral which includes a monetary obligation and discharge or release the account debtor or other obligor, without affecting any of the Obligations. (b) Borrower hereby ratifiesrights of the Lender with respect to any of the Copyrights, to the extent permitted by lawPatents and the Marks; provided, all however, that the Lender shall lawfully be under no obligation whatsoever to take any of the foregoing actions, and in good faith do neither the Lender nor the Lenders shall have any liability or cause to be done by virtue of and in compliance responsibility for any act or omission (other than the Lender’s, the Lenders’ or their agents’ or attorneys-in-fact’s own gross negligence or willful misconduct) taken with this Agreement. The powers of attorney granted pursuant to this Agreement are each a power coupled with an interest and shall be irrevocable until the Obligations are paid indefeasibly in fullyrespect thereto.

Lender Appointed Attorney-in-Fact. (a) Borrower hereby irrevocably constitutes and appoints Lender, with full power of substitution, Lender as its true and lawful Borrower' s attorney-in-fact, with full irrevocable power and authority in its the place and stead of Borrower and in its the name of Borrower, Lender or otherwise, from time to time in Lender's discretion, at Borrower's sole cost and expense, discretion to take any and all appropriate action and to execute and deliver any and all documents and instruments which instrument that Lender may deem reasonably necessary or advisable to accomplish the purposes of this Agreement, including, including without limiting the generality of the foregoing, limitation: (i) at any time any of the Obligations are outstanding, (Aa) to transmit to account debtorsfile one or more financing or continuation statements, other obligors or any bailees notice of the interest of Lender in the Collateral or request from account debtors or such other obligors or bailees at any time, in the name of Borrower or Lender or any designee of Lender, information concerning the Collateral and any amounts owing with respect thereto; (B) to execute in the name of Borrower and file against Borrower in favor of Lender Financing Statements or amendments with respect thereto, relative to the Collateral, or record a copy or an excerpt hereof in the United States Copyright Office or the United States Patent and Trademark Office and to take all other steps as are necessary in the reasonable opinion of Lender under applicable law to perfect the security interests granted herein; (C) to obtain and adjust insurance required pursuant to this Agreement and to pay all or any part of the premiums therefor and Pledged Collateral without the costs thereof, and signature of Borrower; (D) to pay or discharge taxes, Liens, security interests or other encumbrances levied or placed on or threatened against the Collateral; (iib) after the occurrence and during the continuation continuance of an Event of Default, to ask, demand, collect, sue for, recover, compound, receive and give acquittance anx xeceipts for moneys due and to become due under or in respect of any of the Pledged Collateral which are of the type described in Sections 7(a)(ii)(A) through (AD) of this Agreement, and to ask, demand, collect, sue for, recover, compound, receive and give acquittance anx xeceipts for any other type of money due and to become due under or in respect of any of the Pledged Collateral; (c) after the occurrence and during the continuance of an Event of Default, to receive, take, endorse, assignand collect any instruments made payable to Borrower representing any dividend, deliverdistribution, accept and depositprincipal, in the name of Lender or Borrower, any and all cash, checks, commercial paper, drafts, remittances and other instruments and documents relating to the Collateral or the proceeds thereof, (B) to notify account debtors interest or other obligors to make payment directly to Lender, or notify bailees as to distribution in respect of the disposition Pledged Collateral of Collateral, (Cthe type described in Sections 7(a)(ii)(A) to change the address for delivery of mail to Borrower and to receive and open mail addressed to Borrower, through (D) of this Agreement, or any part thereof, and to give full discharge for the same and to receive, endorse and collect any instruments made payable to Borrower representing any other type of dividend, distribution, principal, interest or other payment or distribution in respect of the Pledged Collateral or any part thereof and to give full discharge for the same; and (d) after the occurrence and during the continuance of an Event of Default, to file any other claims or take any other action or bring, in the name of institute any other proceedings that Lender or Borrower, all steps, actions, suits or proceedings deemed by Lender may deem necessary or desirable to effect for the collection of or other realization upon the Collateral; and (E) to extend the time of payment of, compromise or settle for cash, credit, return of merchandise, and upon any terms or conditions, any and all accounts or other Collateral which includes a monetary obligation and discharge or release the account debtor or other obligor, without affecting any of the ObligationsPledged Collateral or otherwise to enforce the rights of Lender with respect to any of the Pledged Collateral. (b) Borrower hereby ratifies, to the extent permitted by law, all that Lender shall lawfully and in good faith do or cause to be done by virtue of and in compliance with this Agreement. The powers of attorney granted pursuant to this Agreement are each a power coupled with an interest and shall be irrevocable until the Obligations are paid indefeasibly in fully.

Lender Appointed Attorney-in-Fact. (a) Borrower hereby irrevocably constitutes and appoints Lender, with full power of substitution, as its true and lawful attorney-in-fact, with full irrevocable power and authority in its place and stead and in its name or otherwise, from time to time in Lender's discretion, at Borrower's sole cost and expense, to take any and all appropriate action and to execute and deliver any and all documents and instruments which Lender may deem reasonably necessary or advisable to accomplish the purposes of this Agreement, including, without limiting the generality of the foregoingforegoing,(i) to receive, (i) at take, endorse, assign, deliver, accept and deposit, in the name of Lender or Borrower, any time any of and all cash, checks, commercial paper, drafts, remittances and other instruments and documents relating to the Obligations are outstanding, (ACollateral or the proceeds thereof,(ii) to transmit to account debtors, other obligors or any bailees notice of the interest of Lender in the Collateral or request from account debtors or such other obligors or bailees at any time, in the name of Borrower or Lender or any designee of Lender, information concerning the Collateral and any amounts owing with respect thereto; thereto,(iii) to notify account debtors or other obligors to make payment directly to Lender, or notify bailees as to the disposition of Collateral, (Biv)to take or bring, in the name of Lender or Borrower, all steps, actions, suits or proceedings deemed by Lender necessary or desirable to effect collection of or other realization upon the accounts and other Collateral,(v) to after an Event of Default, change the address for delivery of mail to Borrower and to receive and open mail addressed to Borrower,(vi) after an Event of Default, to extend the time of payment of, compromise or settle for cash, credit, return of merchandise, and upon any terms or conditions, any and all accounts or other Collateral which includes a monetary obligation and discharge or release the account debtor or other obligor, without affecting any of the Obligations,(vii) to execute in the name of Borrower and file against Borrower in favor of Lender Financing Statements or amendments with respect to the Collateral, or record a copy or an excerpt hereof in the United States Copyright Office or the United States Patent and Trademark Office and to take all other steps as are necessary in the reasonable opinion of Lender under applicable law to perfect the security interests granted herein; , (C) to viii)to obtain and adjust insurance required pursuant to this Agreement and to pay all or any part of the premiums therefor and the costs thereof, and (Dix) to pay or discharge taxes, Liensliens, security interests or other encumbrances levied or placed on or threatened against the Collateral; (ii) after and during the continuation of an Event of Default, (A) to receive, take, endorse, assign, deliver, accept and deposit, in the name of Lender or Borrower, any and all cash, checks, commercial paper, drafts, remittances and other instruments and documents relating to the Collateral or the proceeds thereof, (B) to notify account debtors or other obligors to make payment directly to Lender, or notify bailees as to the disposition of Collateral, (C) to change the address for delivery of mail to Borrower and to receive and open mail addressed to Borrower, (D) take or bring, in the name of Lender or Borrower, all steps, actions, suits or proceedings deemed by Lender necessary or desirable to effect collection of or other realization upon the Collateral; and (E) to extend the time of payment of, compromise or settle for cash, credit, return of merchandise, and upon any terms or conditions, any and all accounts or other Collateral which includes a monetary obligation and discharge or release the account debtor or other obligor, without affecting any of the Obligations. (b) Borrower hereby ratifies, to the extent permitted by law, all that Lender shall lawfully and in good faith do or cause to be done by virtue of and in compliance with this Agreement. The powers of attorney granted pursuant to this Agreement are each a power coupled with an interest and shall be irrevocable until the Obligations are paid indefeasibly in fully.

Lender Appointed Attorney-in-Fact. (a) Borrower hereby irrevocably constitutes and appoints Lender, with full power of substitution, as its true and lawful attorney-in-fact, with full irrevocable power and authority in its place and stead and in its name or otherwise, from time to time in Lender's discretion, at Borrower's ’s sole cost and expense, to take any and all appropriate action and to execute and deliver any and all documents and instruments which Lender may deem reasonably necessary or advisable to accomplish the purposes of this Agreement, including, without limiting the generality of the foregoing, : (i) at any time any of the Obligations are outstanding, (A) to transmit to account debtors, other obligors or any bailees notice of the interest of Lender in the Collateral or request from account debtors or such other obligors or bailees at any time, in the name of Borrower or Lender or any designee of Lender, information concerning the Collateral and any amounts owing with respect thereto; , (B) to execute in the name of Borrower and file against Borrower in favor of Lender Financing Statements or amendments with respect to the Collateral, or record a copy or an excerpt hereof in the United States Copyright Office or the United States Patent and Trademark Office and to take all other steps as are necessary in the reasonable opinion of Lender under applicable law to perfect the security interests granted herein; (C) to obtain and adjust insurance required pursuant to this Agreement and to pay all or any part of the premiums therefor and the costs thereof, and (DC) to pay or discharge taxes, Liens, security interests or other encumbrances levied or placed on or threatened against the Collateral; and (ii) after and during the continuation of an Event of Default, (A) to receive, take, endorse, assign, deliver, accept and deposit, in the name of Lender or Borrower, any and all cash, checks, commercial paper, drafts, remittances and other instruments and documents relating to the Collateral or the proceeds thereof, (B) to notify account debtors or other obligors to make payment directly to Lender, or notify bailees as to the disposition of Collateral, (C) to change the address for delivery of mail to Borrower with respect to the Collateral and to receive and open mail addressed to BorrowerBorrower relating to the Collateral, (D) take or bring, in the name of Lender or Borrower, all steps, actions, suits or proceedings deemed by Lender necessary or desirable to effect collection of or other realization upon the Collateral; , and (E) to extend the time of payment of, compromise obtain and adjust insurance required pursuant to this Agreement and to pay all or settle for cash, credit, return of merchandise, and upon any terms or conditions, any and all accounts or other Collateral which includes a monetary obligation and discharge or release the account debtor or other obligor, without affecting any part of the Obligationspremiums therefor and the costs thereof. (b) Borrower hereby ratifies, to the extent permitted by law, all that Lender shall lawfully and in good faith do or cause to be done by virtue of and in compliance with this Agreement. The powers of attorney granted pursuant to this Agreement are each a power coupled with an interest and shall be irrevocable until the Obligations are paid indefeasibly in fullyfull.

Lender Appointed Attorney-in-Fact. (a) Borrower hereby irrevocably constitutes and appoints Lender, with full power of substitution, as Lender its true and lawful attorney-in-fact, with full irrevocable power and authority in its the place and stead of Borrower and in its the name of Borrower or otherwise, from at such time to time in Lender's discretion, at Borrower's sole cost as an Event of Default has occurred and expenseis continuing hereunder, to take any and all appropriate action and to execute and deliver any and all documents and instruments instrument which Lender may reasonably deem reasonably necessary or advisable to accomplish the purposes of this Agreement, including, without limiting the generality of the foregoing, limitation: (i) at any time any of the Obligations are outstanding, (Aa) to transmit ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to account debtors, other obligors become due under or in connection with the accounts or any bailees notice other collateral of the interest of Lender in the Collateral or request from account debtors or such other obligors or bailees at any time, in the name of Borrower or Lender or any designee of Lender, information concerning the Collateral and any amounts owing with respect thereto; Borrower; (B) to execute in the name of Borrower and file against Borrower in favor of Lender Financing Statements or amendments with respect to the Collateral, or record a copy or an excerpt hereof in the United States Copyright Office or the United States Patent and Trademark Office and to take all other steps as are necessary in the reasonable opinion of Lender under applicable law to perfect the security interests granted herein; (C) to obtain and adjust insurance required pursuant to this Agreement and to pay all or any part of the premiums therefor and the costs thereof, and (D) to pay or discharge taxes, Liens, security interests or other encumbrances levied or placed on or threatened against the Collateral; (ii) after and during the continuation of an Event of Default, (Ab) to receive, takeindorse, endorseand collect any drafts or other instruments, assigndocuments, delivernegotiable collateral or chattel paper; (c) to file any claims or take any action or institute any proceedings which Lender may deem necessary or desirable for the collection of any of the collateral of Borrower or otherwise to enforce the rights of Lender with respect to any of the collateral; (d) to repair, accept and depositalter, or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any person obligated to Borrower in respect of any account of Borrower; (e) to use any labels, patents, trademarks, trade names, URLs, domain names, industrial designs, copyrights, advertising matter or other industrial or intellectual property rights, in advertising for sale and selling Inventory and other Collateral and to collect any amounts due under accounts, contracts or negotiable collateral of Borrower; and (f) Lender shall have the right, but shall not be obligated, to bring suit in its own name to enforce the trademarks, patents, copyrights and intellectual property licenses and, if Lender shall commence any such suit shall, at the request of Lender or BorrowerLender, do any and all cash, checks, commercial paper, drafts, remittances lawful acts and other instruments and documents relating to the Collateral or the proceeds thereof, (B) to notify account debtors or other obligors to make payment directly to Lender, or notify bailees as to the disposition of Collateral, (C) to change the address for delivery of mail to Borrower and to receive and open mail addressed to Borrower, (D) take or bring, in the name of Lender or Borrower, all steps, actions, suits or proceedings deemed by Lender necessary or desirable to effect collection of or other realization upon the Collateral; and (E) to extend the time of payment of, compromise or settle for cash, credit, return of merchandise, and upon any terms or conditions, execute any and all accounts or other Collateral which includes a monetary obligation and discharge or release the account debtor or other obligor, without affecting any proper documents reasonably required by Lender in aid of the Obligations. (b) Borrower hereby ratifies, to such enforcement. To the extent permitted by law, Borrower hereby ratifies all that Lender such attorney-in-fact shall lawfully and in good faith do or cause to be done by virtue of and in compliance with this Agreementhereof. The powers This power of attorney granted pursuant to this Agreement are each a power is coupled with an interest and shall be irrevocable until the Obligations are paid indefeasibly in fullythis Agreement is terminated.

Lender Appointed Attorney-in-Fact. (a) Borrower Except as otherwise provided herein, the Pledgor hereby irrevocably constitutes and appoints Lender, with full power of substitution, as its true and lawful the Lender the attorney-in-fact, with full irrevocable power and authority in its place and stead and in its name fact of the Pledgor for the purposes of carrying out the provisions of this Pledge Agreement or otherwise, from time to time in Lender's discretion, at Borrower's sole cost and expense, to take taking any and all appropriate action and to execute and deliver or executing any and all documents and instruments which instrument that the Lender may deem reasonably necessary or advisable to accomplish the purposes of this Agreementhereof, including, without which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, (i) at any time any of the Obligations are outstandingLender shall have the right, (A) to transmit to account debtors, other obligors or any bailees notice of upon the interest of Lender in the Collateral or request from account debtors or such other obligors or bailees at any time, in the name of Borrower or Lender or any designee of Lender, information concerning the Collateral and any amounts owing with respect thereto; (B) to execute in the name of Borrower and file against Borrower in favor of Lender Financing Statements or amendments with respect to the Collateral, or record a copy or an excerpt hereof in the United States Copyright Office or the United States Patent and Trademark Office and to take all other steps as are necessary in the reasonable opinion of Lender under applicable law to perfect the security interests granted herein; (C) to obtain and adjust insurance required pursuant to this Agreement and to pay all or any part of the premiums therefor and the costs thereof, and (D) to pay or discharge taxes, Liens, security interests or other encumbrances levied or placed on or threatened against the Collateral; (ii) after occurrence and during the continuation continuance of an Event of Default, (A) to receive, take, endorse, assign, deliver, accept and deposit, with full power of substitution either in the Lender's name or in the name of Lender or Borrowerthe Pledgor, to ask for, demand, sue for, collect, receive and give acquittance for any and all cashxxnies due or to become due under or by virtue of any Collateral, to endorse checks, commercial paper, drafts, remittances orders and other instruments for the payment of money payable to the Pledgor constituting Collateral or any part thereof or on account thereof and documents relating to give full discharge for the same, to settle, compromise, prosecute or defend any action, claim or proceeding with respect thereto, and to sell, assign, endorse, pledge, transfer and make any agreement respecting, or otherwise deal with, the same; provided, however, that nothing herein contained shall be construed as requiring or obligating the Lender to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Lender, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the proceeds thereofmonies due or to become due in respect thereof or any property covered thereby, (B) and no action taken by the Lender or omitted to notify account debtors or other obligors to make payment directly to Lender, or notify bailees as be taken with respect to the disposition Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of Collateral, (C) to change the address for delivery of mail to Borrower and to receive and open mail addressed to Borrower, (D) take or bring, in the name of Lender or Borrower, all steps, actions, suits or proceedings deemed by Lender necessary or desirable to effect collection of or other realization upon the Collateral; and (E) to extend the time of payment of, compromise or settle for cash, credit, return of merchandise, and upon any terms or conditions, any and all accounts or other Collateral which includes a monetary obligation and discharge or release the account debtor or other obligor, without affecting any of the ObligationsPledgor or to any claim or action against the Lender. (b) Borrower hereby ratifies, to the extent permitted by law, all that Lender shall lawfully and in good faith do or cause to be done by virtue of and in compliance with this Agreement. The powers of attorney granted pursuant to this Agreement are each a power coupled with an interest and shall be irrevocable until the Obligations are paid indefeasibly in fully.

Lender Appointed Attorney-in-Fact. (a) Each Borrower and each other Loan Party hereby irrevocably constitutes and appoints Lender, with full power of substitution, as Lender its true and lawful attorney-in-fact, with full irrevocable power and authority in its the place and stead of such Borrower and such Loan Party and in its the name of such Borrower or such Loan Party or otherwise, from at such time to time in Lender's discretion, at Borrower's sole cost as an Event of Default has occurred and expenseis continuing, to take any and all appropriate action and to execute and deliver any and all documents and instruments instrument which Lender may reasonably deem reasonably necessary or advisable to accomplish the purposes of this Agreement, including, without limiting the generality of the foregoing, : (i) at any time any of the Obligations are outstanding, (Aa) to transmit ask, demand, collect, sxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to account debtors, other obligors become due under or in connection with the Accounts or any bailees notice other Collateral of the interest of Lender in the Collateral or request from account debtors such Borrower or such other obligors or bailees at any time, in the name of Borrower or Lender or any designee of Lender, information concerning the Collateral and any amounts owing with respect thereto; Loan Party; (B) to execute in the name of Borrower and file against Borrower in favor of Lender Financing Statements or amendments with respect to the Collateral, or record a copy or an excerpt hereof in the United States Copyright Office or the United States Patent and Trademark Office and to take all other steps as are necessary in the reasonable opinion of Lender under applicable law to perfect the security interests granted herein; (C) to obtain and adjust insurance required pursuant to this Agreement and to pay all or any part of the premiums therefor and the costs thereof, and (D) to pay or discharge taxes, Liens, security interests or other encumbrances levied or placed on or threatened against the Collateral; (ii) after and during the continuation of an Event of Default, (Ab) to receive, takeindorse, endorseand collect any drafts or other instruments, assigndocuments, deliverNegotiable Collateral or Chattel Paper; (c) to file any claims or take any action or institute any proceedings which Lender may deem necessary or desirable for the collection of any of the Collateral of such Borrower or such other Loan Party or otherwise to enforce the rights of Lender with respect to any of the Collateral; (d) to repair, accept and depositalter, or supply Goods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to Borrower in respect of any Account of such Borrower; (e) to use any Intellectual Property or Intellectual Property Licenses of such Borrower or such other Loan Party including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, or advertising matter, in preparing for sale, advertising for sale, or selling Inventory or other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Borrower or such other Loan Party; (f) to take exclusive possession of all locations where each Borrower or other Loan Party conducts its business or has rights of possession, without notice to or consent of any Borrower or any Loan Party and to use such locations to store, process, manufacture, sell, use, and liquidate or otherwise dispose of items that are Collateral, without obligation to pay rent or other compensation for the possession or use of any location; (g) Lender shall have the right, but shall not be obligated, to bring suit in its own name or in the applicable Loan Party’s name, to enforce the Intellectual Property and Intellectual Property Licenses and, if Lender shall commence any such suit, the appropriate Borrower or such other Loan Party shall, at the request of Lender or BorrowerLender, do any and all cash, checks, commercial paper, drafts, remittances lawful acts and other instruments and documents relating to the Collateral or the proceeds thereof, (B) to notify account debtors or other obligors to make payment directly to Lender, or notify bailees as to the disposition of Collateral, (C) to change the address for delivery of mail to Borrower and to receive and open mail addressed to Borrower, (D) take or bring, in the name of Lender or Borrower, all steps, actions, suits or proceedings deemed by Lender necessary or desirable to effect collection of or other realization upon the Collateral; and (E) to extend the time of payment of, compromise or settle for cash, credit, return of merchandise, and upon any terms or conditions, execute any and all accounts or other Collateral which includes a monetary obligation and discharge or release the account debtor or other obligor, without affecting any proper documents reasonably required by Lender in aid of the Obligations.such enforcement; and (bh) Borrower hereby ratifies, to the extent permitted by law, such Borrower and each other Loan Party hereby ratifies all that Lender such attorney-in-fact shall lawfully and in good faith do or cause to be done by virtue of and in compliance with this Agreementhereof. The powers This power of attorney granted pursuant to this Agreement are each a power is coupled with an interest and shall be irrevocable until the this Agreement is terminated and all Obligations are have been paid indefeasibly in fullyfull in cash.

Lender Appointed Attorney-in-Fact. (a) Borrower hereby irrevocably constitutes and appoints Lender, with full power of substitution, as its true and lawful attorney-in-fact, with full irrevocable power and authority in its place and stead and in its name or otherwise, from time to time in Lender's discretion, at Borrower's ’s sole cost and expense, to take any and all appropriate action and to execute and deliver any and all documents and instruments which Lender may deem reasonably necessary or advisable to accomplish the purposes of this Agreement, including, without limiting the generality of the foregoing, : (i) at any time any of the Obligations are outstanding, (A) to transmit to account debtorsAccount Debtors, other obligors or any bailees notice of the interest of Lender in the Collateral or request from account debtors Account Debtors or such other obligors or bailees at any time, in the name of Borrower or Lender or any designee of Lender, information concerning the Collateral and any amounts owing with respect thereto; , (B) to execute in the name of Borrower and file against Borrower in favor of Lender Financing Statements or amendments with respect to the Collateral, or record a copy or an excerpt hereof in the United States Copyright Office or the United States Patent and Trademark Office and to take all other steps as are necessary in the reasonable opinion of Lender under applicable law to perfect the security interests granted herein; (C) to obtain and adjust insurance required pursuant to this Agreement and to pay all or any part of the premiums therefor and the costs thereof, and (DC) to pay or discharge taxesTaxes, Liens, security interests or other encumbrances levied or placed on or threatened against the Collateral; and (ii) after and during the continuation of an Event of Default, (A) to receive, take, endorse, assign, deliver, accept and deposit, in the name of Lender or Borrower, any and all cash, checks, commercial paper, drafts, remittances and other instruments and documents relating to the Collateral or the proceeds Proceeds thereof, (B) to notify account debtors Account Debtors or other obligors to make payment directly to Lender, or notify bailees as to the disposition of Collateral, (C) to change the address for delivery of mail to Borrower and to receive and open mail addressed to Borrower, (D) take or bring, in the name of Lender or Borrower, all steps, actions, suits or proceedings deemed by Lender necessary or desirable to effect collection of or other realization upon the Collateral; , (E) to obtain and adjust insurance required pursuant to this Agreement and to pay all or any part of the premiums therefor and the costs thereof, (F) to assemble, market and/or sell any Inventory or other Collateral, (G) to take any and all action and to execute and deliver any and all documents and instruments which Lender may deem reasonably necessary or advisable to (a) accomplish the purposes of perfecting, continuing and preserving, a continuing first priority security interest in any of the Collateral in favor of Lender, and (Eb) effect a transfer of any of the Collateral to Lender or to Lender’s designees, and (H) to extend the time of payment of, compromise or settle for cash, credit, return of merchandise, and upon any terms anyterms or conditions, any and all accounts Accounts or other Collateral which includes a monetary obligation and discharge or release the account debtor Account Debtor or other obligor, without affecting any of the Obligations.. 40 (b) Borrower hereby ratifies, to the extent permitted by law, all that Lender shall lawfully and in good faith do or cause to be done by virtue of and in compliance with this Agreement. The powers of attorney granted pursuant to this Agreement are each a power coupled with an interest and shall be irrevocable until the Obligations are paid indefeasibly in fullyfull.

Lender Appointed Attorney-in-Fact. (a) Borrower To effectuate the terms and provisions hereof, each Pledgor hereby irrevocably constitutes appoints the Lender as such Pledgor's attorney‑in‑fact for the purpose, from and appoints Lenderafter the occurrence and during the continuance of an Event of Default, with full power of substitution, as its true carrying out the provisions of this Pledge Agreement and lawful attorney-in-fact, with full irrevocable power taking any action and authority in its place and stead and in its name or otherwise, executing any instrument that the Lender from time to time in the Lender's discretion, at Borrower's sole cost and expense, to take any and all appropriate action and to execute and deliver any and all documents and instruments which Lender reasonable discretion may deem reasonably necessary or advisable to accomplish the purposes of this Pledge Agreement, including, without . Without limiting the generality of the foregoing, (i) at any time any of the Obligations are outstandingLender shall, (A) to transmit to account debtors, other obligors or any bailees notice of from and after the interest of Lender in the Collateral or request from account debtors or such other obligors or bailees at any time, in the name of Borrower or Lender or any designee of Lender, information concerning the Collateral and any amounts owing with respect thereto; (B) to execute in the name of Borrower and file against Borrower in favor of Lender Financing Statements or amendments with respect to the Collateral, or record a copy or an excerpt hereof in the United States Copyright Office or the United States Patent and Trademark Office and to take all other steps as are necessary in the reasonable opinion of Lender under applicable law to perfect the security interests granted herein; (C) to obtain and adjust insurance required pursuant to this Agreement and to pay all or any part of the premiums therefor and the costs thereof, and (D) to pay or discharge taxes, Liens, security interests or other encumbrances levied or placed on or threatened against the Collateral; (ii) after occurrence and during the continuation continuance of an Event of Default, have the right and power to: (Ai) to receive, takeendorse and collect all checks and other orders for the payment of money made payable to each Pledgor representing any interest or dividend or other distribution or amount payable in respect of the Pledged Collateral of such Pledgor or any part thereof and to give full discharge for the same; (ii) execute endorsements, endorseassignments or other instruments of conveyance or transfer with respect to all or any of the Pledged Collateral; (iii) exercise all rights of each Pledgor as owner of the Pledged Collateral of such Pledgor including, assignwithout limitation, deliver, accept and deposit, in the name of Lender or Borrower, right to sign any and all cashamendments, checksinstruments, commercial papercertificates, draftsproxies, remittances and other instruments writings necessary or advisable to exercise all rights and documents relating privileges of (or on behalf of) the owner of the Pledged Collateral, including, without limitation, all voting rights with respect to the Collateral or the proceeds thereofPledged Securities; (iv) ask, (B) to notify account debtors or other obligors to make payment directly to Lenderdemand, or notify bailees as to the disposition of Collateralcollect, (C) to change the address xxx for, recover, compound, receive and give acquittance and receipts for delivery of mail to Borrower moneys due and to receive and open mail addressed to Borrower, become due under or in respect of any of the Pledged Collateral; (Dv) file any claims or take any action or bring, in institute any proceedings that the name of Lender or Borrower, all steps, actions, suits or proceedings deemed by Lender may deem necessary or desirable to effect for the collection of or other realization upon the Collateral; and (E) to extend the time of payment of, compromise or settle for cash, credit, return of merchandise, and upon any terms or conditions, any and all accounts or other Collateral which includes a monetary obligation and discharge or release the account debtor or other obligor, without affecting any of the ObligationsPledged Collateral or otherwise to enforce the rights of the Lender with respect to any of the Pledged Collateral; and (vi) generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Pledged Collateral as fully and completely as though the Lender were the absolute owner thereof for all purposes, and to do, at the Lender's option and the Pledgors' expense, at any time or from time to time, all acts and things that the Lender deems reasonably necessary to protect, preserve or realize upon the Pledged Collateral. (b) Borrower Each Pledgor hereby ratifiesratifies and approves all acts of the Lender made or taken pursuant to this Section ‎7.02 (provided that no Pledgor, to the extent permitted by law, all that Lender shall lawfully and in good faith do or cause to be done by virtue of and in compliance with this Agreementsuch ratification, releases any claim that such Pledgor may otherwise have against the Lender for any such acts made or taken by the Lender through gross negligence or willful misconduct). The powers of attorney granted pursuant to this Agreement are each a power coupled with an interest and Neither the Lender nor any Person designated by the Lender shall be irrevocable until the Obligations are paid indefeasibly in fully.liable for any acts or omissions or for

Lender Appointed Attorney-in-Fact. (a) Borrower hereby irrevocably constitutes and appoints LenderLender and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact, fact with full irrevocable power and authority in its the place and stead of Borrower and in the name of Borrower or in its name or otherwiseown name, from time to time in Lender's Lender`s discretion, at Borrower's sole cost and expensefor the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute and deliver any and all documents and instruments which Lender may deem reasonably be necessary or advisable desirable to accomplish the purposes of this Agreement, includingAgreement and, without limiting the generality of the foregoing, hereby gives Lender the power and right, on behalf of Borrower, without notice to or assent by Borrower to do the following: (i) at to ask, demand, collect, receive and give acquittances and receipts for any time and all moneys due and to become due under any of the Obligations are outstanding, (A) to transmit to account debtors, other obligors or any bailees notice of the interest of Lender in the Collateral or request from account debtors or such other obligors or bailees at any timeand, in the name of Borrower or Lender its own name or otherwise, to take possession of, and endorse and collect, any designee checks, drafts, notes, acceptances or other Instruments for the payment of Lender, information concerning the moneys due under any Collateral and to file any amounts owing with respect theretoclaim or to take any other action or proceeding in any court of law or entity or otherwise deemed appropriate by Lender for the purpose of collecting any and all such moneys due under any Collateral whenever payable and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by Lender for the purpose of collecting any and all such moneys due under any Collateral whenever payable; (Bii) to execute in the name of Borrower and file pay or discharge taxes or Liens levied or placed on or threatened against Borrower in favor of Lender Financing Statements or amendments with respect to the Collateral, to effect any repairs or record a copy or an excerpt hereof in any insurance called for by the United States Copyright Office or the United States Patent and Trademark Office and to take all other steps as are necessary in the reasonable opinion terms of Lender under applicable law to perfect the security interests granted herein; (C) to obtain and adjust insurance required pursuant to this Agreement and to pay all or any part of the premiums therefor and the costs thereof; and (iii) (A) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due, and to become due thereunder, directly to Lender or as Lender shall direct; (B) to receive payment of and receipt for any and all moneys, claims and other amounts due, and to become due at any time, in respect of, or arising out of, any Collateral; (C) to sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with receivables constituting or relating to the Collateral, (D) to pay commence and prosecute any suits, actions or discharge taxes, Liens, security interests proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any part thereof and to enforce any other encumbrances levied or placed on or threatened against the right in respect of any Collateral; (iiE) after to defend any suit, action or proceeding brought against Borrower with respect to any Collateral; (F) to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as Lender may deem appropriate; and (G) generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though Lender were the absolute owner thereof for all purposes, and to do, at Lender's option and Borrower's expense, at any time, or from time to time, all acts and things which Lender reasonably deems necessary to protect, preserve or realize upon the Collateral and Lender's Lien therein, in order to effect the intent of this Agreement, all as fully and effectively as Borrower might do. 38 (b) Lender agrees that until the Commitment Expiration Date, or until the occurrence and during the continuation of an Event of Default, (A) it will forebear from exercising the power of attorney or any rights granted to receive, take, endorse, assign, deliver, accept and deposit, in the name of Lender or Borrower, any and all cash, checks, commercial paper, drafts, remittances and other instruments and documents relating pursuant to the Collateral or the proceeds thereof, (B) to notify account debtors or other obligors to make payment directly to Lender, or notify bailees as to the disposition of Collateral, (C) to change the address for delivery of mail to Borrower and to receive and open mail addressed to Borrower, (D) take or bring, in the name of Lender or Borrower, all steps, actions, suits or proceedings deemed by Lender necessary or desirable to effect collection of or other realization upon the Collateral; and (E) to extend the time of payment of, compromise or settle for cash, credit, return of merchandise, and upon any terms or conditions, any and all accounts or other Collateral which includes a monetary obligation and discharge or release the account debtor or other obligor, without affecting any of the Obligations. (b) this Section Borrower hereby ratifies, to the extent permitted by law, all that Lender said attorneys shall lawfully and in good faith do or cause to be done by virtue of and in compliance with this Agreementhereof. The powers power of attorney granted pursuant to this Agreement are each Section is a power coupled with an interest and shall be irrevocable until the Obligations are indefeasibly paid indefeasibly in fullyfull.

Lender Appointed Attorney-in-Fact. (a) Each Borrower and each other Loan Party hereby irrevocably constitutes and appoints Lender, with full power of substitution, as Lender its true and lawful attorney-in-fact, with full irrevocable power and authority in its the place and stead of such Borrower and such Loan Party and in its the name of such Borrower or such Loan Party or otherwise, from at such time to time in Lender's discretion, at Borrower's sole cost as an Event of Default has occurred and expenseis continuing, to take any and all appropriate action and to execute and deliver any and all documents and instruments instrument which Lender may reasonably deem reasonably necessary or advisable to accomplish the purposes of this Agreement, including, without limiting the generality of the foregoing, : (i) at any time any of the Obligations are outstanding, (Aa) to transmit ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to account debtors, other obligors become due under or in connection with the Accounts or any bailees notice other Collateral of the interest of Lender in the Collateral or request from account debtors Borrower or such other obligors or bailees at any time, in the name of Borrower or Lender or any designee of Lender, information concerning the Collateral and any amounts owing with respect thereto; Loan Party; (B) to execute in the name of Borrower and file against Borrower in favor of Lender Financing Statements or amendments with respect to the Collateral, or record a copy or an excerpt hereof in the United States Copyright Office or the United States Patent and Trademark Office and to take all other steps as are necessary in the reasonable opinion of Lender under applicable law to perfect the security interests granted herein; (C) to obtain and adjust insurance required pursuant to this Agreement and to pay all or any part of the premiums therefor and the costs thereof, and (D) to pay or discharge taxes, Liens, security interests or other encumbrances levied or placed on or threatened against the Collateral; (ii) after and during the continuation of an Event of Default, (Ab) to receive, takeindorse, endorseand collect any drafts or other instruments, assigndocuments, deliverNegotiable Collateral or Chattel Paper; (c) to file any claims or take any action or institute any proceedings which Lender may deem necessary or desirable for the collection of any of the Collateral of such Borrower or such other Loan Party or otherwise to enforce the rights of Lender with respect to any of the Collateral; (d) to repair, accept and depositalter, or supply Goods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to such Borrower or such other Loan Party in respect of any Account of such Borrower or such other Loan Party; (e) to use any Intellectual Property or Intellectual Property Licenses of any Borrower or such other Loan Party including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, or advertising matter, in preparing for sale, advertising for sale, or selling Inventory or other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Borrower or such other Loan Party; (f) to take exclusive possession of all locations where any Borrower or other Loan Party conducts its business or has rights of possession, without notice to or consent of any Borrower or any Loan Party and to use such locations to store, process, manufacture, sell, use, and liquidate or otherwise dispose of items that are Collateral, without obligation to pay rent or other compensation for the possession or use of any location; (g) Lender shall have the right, but shall not be obligated, to bring suit in its own name or in the applicable Loan Party’s name, to enforce the Intellectual Property and Intellectual Property Licenses and, if Lender shall commence any such suit, the appropriate Borrower or such other Loan Party shall, at the request of Lender or BorrowerLender, do any and all cash, checks, commercial paper, drafts, remittances lawful acts and other instruments and documents relating to the Collateral or the proceeds thereof, (B) to notify account debtors or other obligors to make payment directly to Lender, or notify bailees as to the disposition of Collateral, (C) to change the address for delivery of mail to Borrower and to receive and open mail addressed to Borrower, (D) take or bring, in the name of Lender or Borrower, all steps, actions, suits or proceedings deemed by Lender necessary or desirable to effect collection of or other realization upon the Collateral; and (E) to extend the time of payment of, compromise or settle for cash, credit, return of merchandise, and upon any terms or conditions, execute any and all accounts or other Collateral which includes a monetary obligation and discharge or release the account debtor or other obligor, without affecting any proper documents reasonably required by Lender in aid of the Obligations.such enforcement; and (bh) Borrower hereby ratifies, to the extent permitted by law, each Borrower and each other Loan Party hereby ratifies all that Lender such attorney-in-fact shall lawfully and in good faith do or cause to be done by virtue of and in compliance with this Agreementhereof. The powers This power of attorney granted pursuant to this Agreement are each a power is coupled with an interest and shall be irrevocable until the all commitments of Lender under this Agreement to provide extensions of credit are terminated and all Obligations are paid indefeasibly have been Paid in fullyFull.

Lender Appointed Attorney-in-Fact. (a) Borrower and each other Loan Party hereby irrevocably constitutes and appoints Lender, with full power of substitution, as Lender its true and lawful attorney-in-fact, with full irrevocable power and authority in its the place and stead of Borrower and such Loan Party and in its the name of Borrower or such Loan Party or otherwise, from at such time to time in Lender's discretion, at Borrower's sole cost as an Event of Default has occurred and expenseis continuing, to take any and all appropriate action and to execute and deliver any and all documents and instruments instrument which Lender may reasonably deem reasonably necessary or advisable to accomplish the purposes of this Agreement, including, without limiting the generality of the foregoing, : (i) at any time any of to ask, demand, collect, sxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with the Obligations are outstanding, (A) to transmit to account debtors, other obligors Accounts or any bailees notice other Collateral of the interest of Lender in the Collateral or request from account debtors such Borrower or such other obligors or bailees at any time, in the name of Borrower or Lender or any designee of Lender, information concerning the Collateral and any amounts owing with respect thereto; (B) to execute in the name of Borrower and file against Borrower in favor of Lender Financing Statements or amendments with respect to the Collateral, or record a copy or an excerpt hereof in the United States Copyright Office or the United States Patent and Trademark Office and to take all other steps as are necessary in the reasonable opinion of Lender under applicable law to perfect the security interests granted herein; (C) to obtain and adjust insurance required pursuant to this Agreement and to pay all or any part of the premiums therefor and the costs thereof, and (D) to pay or discharge taxes, Liens, security interests or other encumbrances levied or placed on or threatened against the Collateral; Loan Party; (ii) after and during the continuation of an Event of Default, (A) to receive, takeindorse, endorseand collect any drafts or other instruments, assigndocuments, deliverNegotiable Collateral or Chattel Paper; (iii) to file any claims or take any action or institute any proceedings which Lender may deem necessary or desirable for the collection of any of the Collateral of such Borrower or such other Loan Party or otherwise to enforce the rights of Lender with respect to any of the Collateral; (iv) to repair, accept and depositalter, or supply Goods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to Borrower or such other Loan Party in respect of any Account of such Borrower or such other Loan Party; (v) to use any Intellectual Property or Intellectual Property Licenses of such Borrower or such other Loan Party including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, or advertising matter, in preparing for sale, advertising for sale, or selling Inventory or other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Borrower or such other Loan Party; (vi) to take exclusive possession of all locations where Borrower or other Loan Party conducts its business or has rights of possession, without notice to or consent of Borrower or any Loan Party and to use such locations to store, process, manufacture, sell, use, and liquidate or otherwise dispose of items that are Collateral, without obligation to pay rent or other compensation for the possession or use of any location; (vii) Lender shall have the right, but shall not be obligated, to bring suit in its own name or in the applicable Loan Party’s name, to enforce the Intellectual Property and Intellectual Property Licenses and, if Lender shall commence any such suit, the appropriate Borrower or such other Loan Party shall, at the request of Lender or BorrowerLender, do any and all cash, checks, commercial paper, drafts, remittances lawful acts and other instruments and documents relating to the Collateral or the proceeds thereof, (B) to notify account debtors or other obligors to make payment directly to Lender, or notify bailees as to the disposition of Collateral, (C) to change the address for delivery of mail to Borrower and to receive and open mail addressed to Borrower, (D) take or bring, in the name of Lender or Borrower, all steps, actions, suits or proceedings deemed by Lender necessary or desirable to effect collection of or other realization upon the Collateral; and (E) to extend the time of payment of, compromise or settle for cash, credit, return of merchandise, and upon any terms or conditions, execute any and all accounts or other Collateral which includes a monetary obligation and discharge or release the account debtor or other obligor, without affecting any proper documents reasonably required by Lender in aid of the Obligations.such enforcement; and (bviii) Borrower hereby ratifies, to the extent permitted by law, Borrower and each other Loan Party hereby ratifies all that Lender such attorney-in-fact shall lawfully and in good faith do or cause to be done by virtue of and in compliance with this Agreementhereof. The powers This power of attorney granted pursuant to this Agreement are each a power is coupled with an interest and shall be irrevocable until the all commitments of Lender under this Agreement to provide extensions of credit are terminated and all Obligations are have been paid indefeasibly in fullyfull in cash.