Common use of Power of Attorney; Further Assurances Clause in Contracts

Power of Attorney; Further Assurances. (a) The Obligor authorizes the Secured Party, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as the Obligor’s true and lawful attorney-in-fact, with power, in its own name or in the name of the Obligor, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of such Secured Party; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express bill, bill of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests, or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle, and sue for monies due in respect of the Collateral; and (v) generally, to do, at the option of such Secured Party, and at the Obligor’s expense, at any time, or from time to time, all acts and things which such Secured Party deems necessary to protect, preserve, and realize upon the Collateral and the Security Interest granted therein in order to effect the intent of this Agreement, the Note, and the Transaction Documents all as fully and effectually as the Obligor might or could do; and the Obligor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) The Obligor Company authorizes the Secured Party, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as the ObligorCompany’s true and lawful attorney-in-fact, with power, in its own name or in the name of the ObligorCompany, to, after the occurrence and during the continuance of an Event of Default, Default (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of such the Secured Party; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express billxxxx, bill xxxx of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests, interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle, settle and sue xxx for monies due in respect of the Collateral; and (v) generally, to do, at the option of such the Secured Party, and at the ObligorCompany’s expense, at any time, or from time to time, all acts and things which such the Secured Party deems necessary to protect, preserve, preserve and realize upon the Collateral and the Security Interest granted therein in order to effect the intent of this Agreement, the Note, and the Transaction Documents Notes, all as fully and effectually as the Obligor Company might or could do; and the Obligor Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) The Obligor Company authorizes the Secured Party, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as the ObligorCompany’s true and lawful attorney-in-fact, with power, in its own name or in the name of the ObligorCompany, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other other. instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral Intellectual Property that may come into possession of such the Secured Party; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express billxxxx, bill xxxx of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents relating to the CollateralIntellectual Property; (iii) to pay or discharge taxes, liens, security interests, interests or other encumbrances at any time levied or placed on or threatened against the CollateralIntellectual Property; (iv) to demand, collect, receipt for, compromise, settle, settle and sue xxx for monies due in respect of the CollateralIntellectual Property; and (v) generally, to do, at the option of such the Secured Party, and at the ObligorCompany’s expense, at any time, or from time to time, all acts and things which such the Secured Party deems necessary to protect, preserve, preserve and realize upon the Collateral Intellectual Property and the Security Interest granted therein in order to effect the intent of this Agreement, the Note, Notes and the Transaction Documents Warrants, all as fully and effectually as the Obligor Company might or could do; and the Obligor Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) The Obligor Company authorizes the Secured Party, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as the Obligor’s Company's true and lawful attorney-in-fact, with power, in its own name or in the name of the ObligorCompany, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of such the Secured Party; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express bill, bill of lading, storage or warehouse storaxx xr xxxxhouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests, interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle, settle and sue for monies due in respect respexx of the Collateral; and (v) generally, to do, at the option of such the Secured Party, and at the Obligor’s Company's expense, at any time, or from time to time, all acts and things which such the Secured Party deems necessary to protect, preserve, preserve and realize upon the Collateral and the Security Interest granted therein in order to effect the intent of this Agreement, the Note, Notes and the Transaction Documents Warrants, all as fully and effectually as the Obligor Company might or could do; and the Obligor Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) The Obligor Company authorizes the Secured Party, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as the Obligor’s Company's true and lawful attorney-in-fact, with power, in its own name or in the name of the ObligorCompany, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral Intellectual Property that may come into possession of such the Secured Party; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express bill, bill of lading, storage or warehouse receiptswaxxxxusx xxceipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents relating to the CollateralIntellectual Property; (iii) to pay or discharge taxes, liens, security interests, interests or other encumbrances at any time levied or placed on or threatened against the CollateralIntellectual Property; (iv) to demand, collect, receipt for, compromise, settle, settle and sue for monies due in respect of the Collateralthx Xntellectual Property; and (v) generally, to do, at the option of such the Secured Party, and at the Obligor’s Company's expense, at any time, or from time to time, all acts and things which such the Secured Party deems necessary to protect, preserve, preserve and realize upon the Collateral Intellectual Property and the Security Interest granted therein in order to effect the intent of this Agreement, the Note, Debentures and the Transaction Documents Warrants, all as fully and effectually as the Obligor Company might or could do; and the Obligor Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) The Obligor Company authorizes the Secured Party, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as the ObligorCompany’s true and lawful attorney-in-fact, with power, in its own name or in the name of the ObligorCompany, to, after the occurrence and during the continuance of an Event of DefaultDefault that has not been cured as provided for herein and in other agreements related to this transaction, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of such the Secured Party; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express billxxxx, bill xxxx of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests, interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle, settle and sue xxx for monies due in respect of the Collateral; and (v) generally, to do, at the option of such the Secured Party, and at the ObligorCompany’s expense, at any time, or from time to time, all acts and things which such the Secured Party deems necessary to protect, preserve, preserve and realize upon the Collateral and the Security Interest granted therein in order to effect the intent of this Agreement, the NoteNotes, and the Transaction Documents all as fully and effectually as the Obligor Company might or could do; and the Obligor Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) The Obligor Company authorizes the Secured Party, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as the Obligor’s Company's true and lawful attorney-in-fact, with power, in its own name or in the name of the ObligorCompany, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral Intellectual Property that may come into possession of such the Secured Party; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express bill, bill of lading, storage xxorxxx or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents relating to the CollateralIntellectual Property; (iii) to pay or discharge taxes, liens, security interests, interests or other encumbrances at any time levied or placed on or threatened against the CollateralIntellectual Property; (iv) to demand, collect, receipt for, compromise, settle, settle and sue for monies due in ix respect of the CollateralIntellectual Property; and (v) generally, to do, at the option of such the Secured Party, and at the Obligor’s Company's expense, at any time, or from time to time, all acts and things which such the Secured Party deems necessary to protect, preserve, preserve and realize upon the Collateral Intellectual Property and the Security Interest granted therein in order to effect the intent of this Agreement, the Note, Notes and the Transaction Documents Warrants, all as fully and effectually as the Obligor Company might or could do; and the Obligor Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) The Obligor Company authorizes the Secured Party, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as the ObligorCompany’s true and lawful attorney-in-fact, with power, in its own name or in the name of the ObligorCompany, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of such the Secured Party; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express billxxxx, bill xxxx of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests, interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle, settle and sue xxx for monies due in respect of the Collateral; and (v) generally, to do, at the option of such the Secured Party, and at the ObligorCompany’s expense, at any time, or from time to time, all acts and things which such the Secured Party deems necessary to protect, preserve, preserve and realize upon the Collateral and the Security Interest granted therein in order to effect the intent of this Agreement, the Note, and the Transaction Documents Notes, all as fully and effectually as the Obligor Company might or could do; and the Obligor Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) The Obligor Company authorizes the Secured Party, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as the Obligor’s Company's true and lawful attorney-in-fact, with power, in its own name or in the name of the ObligorCompany, to, after the occurrence and during the continuance of an Event of Default, : (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of such the Secured Party; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express bill, bill of lading, storage or warehouse xx xarexxxxe receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests, interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle, settle and sue for monies due in respect of the xxe Collateral; and (v) generally, to do, at the option of such the Secured Party, and at the Obligor’s Company's expense, at any time, or from time to time, all acts and things which such the Secured Party deems necessary to protect, preserve, preserve and realize upon the Collateral and the Security Interest granted therein in order to effect the intent of this Agreement, Agreement and the Note, and the Transaction Documents all as fully and effectually as the Obligor Company might or could do; and the Obligor Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (ad) The Obligor Grantor authorizes the Agent and the Secured PartyParties, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as the ObligorGrantor’s true and lawful attorney-in-fact, with power, in its own name or in the name of the ObligorGrantor, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of such the Agent or the Secured PartyParties; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express bill, bill of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateralstatement; (iii) to pay or discharge taxes, liens, security interests, interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle, settle and sue xxx for monies due in respect of the Collateral; and (v) generally, to do, at the option of such the Agent and the Secured PartyParties, and at the ObligorGrantor’s expense, at any time, or from time to time, all acts and things which such the Agent and the Secured Party deems Parties deem necessary to protect, preserve, preserve and realize upon the Collateral and the Security Interest granted therein therein, in order to effect the intent of this Agreement, the Note, and the Transaction Documents all as fully and effectually as the Obligor Grantor might or could do; and the Obligor Grantor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstandingAgreement.

Power of Attorney; Further Assurances. (a) The Obligor Company authorizes the Secured Party, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as the Obligor’s Company's true and lawful attorney-in-fact, with power, in its own name or in the name of the ObligorCompany, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral Intellectual Property that may come into possession of such the Secured Party; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express bill, bill of ladingladinx, storage stoxxxx or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents relating to the CollateralIntellectual Property; (iii) to pay or discharge taxes, liens, security interests, interests or other encumbrances at any time levied or placed on or threatened against the CollateralIntellectual Property; (iv) to demand, collect, receipt for, compromise, settle, settle and sue for monies due in respect ix xespect of the CollateralIntellectual Property; and (v) generally, to do, at the option of such the Secured Party, and at the Obligor’s Company's expense, at any time, or from time to time, all acts and things which such the Secured Party deems necessary to protect, preserve, preserve and realize upon the Collateral Intellectual Property and the Security Interest granted therein in order to effect the intent of this Agreement, the Note, Debentures and the Transaction Documents Warrants, all as fully and effectually as the Obligor Company might or could do; and the Obligor Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) The Obligor Company authorizes the Secured Party, and does hereby make, constitute and appoint itthe Secured Party, and its their respective officers, agents, successors or assigns with full power of substitution, as the ObligorCompany’s true and lawful attorney-in-fact, with power, in its own name or in the name of the ObligorCompany, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of such the Secured Party; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express billxxxx, bill xxxx of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests, interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle, settle and sue xxx for monies due in respect of the Collateral; and (v) generally, to do, at the option of such the Secured Party, and at the ObligorCompany’s expense, at any time, or from time to time, all acts and things which such the Secured Party deems deem necessary to protect, preserve, preserve and realize upon the Collateral and the Security Interest granted therein in order to effect the intent of this Agreement, the Note, Agreement and the Transaction Documents Secured Note all as fully and effectually as the Obligor Company might or could do; and the Obligor Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) The Obligor Company authorizes the Secured Party, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as the Obligor’s Company's true and lawful attorney-in-fact, with power, in its own name or in the name of the ObligorCompany, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of such the Secured Party; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express billxxxx, bill xxxx of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests, interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (ivCollateral;(iv) to demand, collect, receipt for, compromise, settle, settle and sue xxx for monies due in respect of the Collateral; and (v) generally, to do, at the option of such the Secured Party, and at the Obligor’s Company's expense, at any time, or from time to time, all acts and things which such the Secured Party deems necessary to protect, preserve, preserve and realize upon the Collateral and the Security Interest granted therein in order to effect the intent of this Agreement, the Note, Notes and the Transaction Documents Warrants, all as fully and effectually as the Obligor Company might or could do; and the Obligor Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) The Obligor Company authorizes the Secured Party, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as the Obligor’s Company's true and lawful attorney-in-fact, with power, in its own name or in the name of the ObligorCompany, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of such the Secured Party; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express billxxxx, bill xxxx of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests, interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle, settle and sue xxx for monies due in respect of the Collateral; and (v) generally, to do, at the option of such the Secured Party, and at the Obligor’s Company's expense, at any time, or from time to time, all acts and things which such the Secured Party deems necessary to protect, preserve, preserve and realize upon the Collateral and the Security Interest granted therein in order to effect the intent of this Agreement, the Note, Debentures and the Transaction Documents Warrants, all as fully and effectually as the Obligor Company might or could dodo (including, without limitation, to execute immediately upon demand of the Secured Party any assignments of registered patents, trademarks or other intellectual property for purposes of recording the same in the applicable filing offices).; and the Obligor Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) The Obligor Company authorizes the Secured Party, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as the Obligor’s Company's true and lawful attorney-in-fact, with power, in its own name or in the name of the ObligorCompany, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of such the Secured Party; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express bill, bill of xxll xx lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests, interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle, settle and sue for xxx monies due in respect of the Collateral; and (v) generally, to do, at the option of such the Secured Party, and at the Obligor’s Company's expense, at any time, or from time to time, all acts and things which such the Secured Party deems necessary to protect, preserve, preserve and realize upon the Collateral and the Security Interest granted therein in order to effect the intent of this Agreement, the Note, Agreement and the Transaction Documents Debentures, all as fully and effectually as the Obligor Company might or could do; and the Obligor Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) The Obligor Company authorizes the Secured Party, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as the Obligor’s Company's true and lawful attorney-in-fact, with power, in its own name or in the name of the ObligorCompany, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral Intellectual Property that may come into possession of such the Secured Party; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express bill, bill of lading, storage or xxxraxx xr warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents relating to the CollateralIntellectual Property; (iii) to pay or discharge taxes, liens, security interests, interests or other encumbrances at any time levied or placed on or threatened against the CollateralIntellectual Property; (iv) to demand, collect, receipt for, compromise, settle, settle and sue for monies due in respect of the CollateralIntellectual Property; and (v) generally, to do, at the option of such the Secured Party, and at the Obligor’s Company's expense, at any time, or from time to time, all acts and things which such the Secured Party deems necessary to protect, preserve, preserve and realize upon the Collateral Intellectual Property and the Security Interest granted therein in order to effect the intent of this Agreement, the Note, Notes and the Transaction Documents Warrants, all as fully and effectually as the Obligor Company might or could do; and the Obligor Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) The Obligor Company authorizes the Secured Party, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as the Obligor’s Company's true and lawful attorney-in-fact, with power, in its own name or in the name of the ObligorCompany, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of such the Secured Party; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express bill, bill of xxll xx lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests, interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle, settle and sue for xxx monies due in respect of the Collateral; and (v) generally, to do, at the option of such the Secured Party, and at the Obligor’s Company's expense, at any time, or from time to time, all acts and things which such the Secured Party deems necessary to protect, preserve, preserve and realize upon the Collateral and the Security Interest granted therein in order to effect the intent of this Agreement, the Note, Agreement and the Transaction Documents Debentures all as fully and effectually as the Obligor Company might or could do; and the Obligor Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) 15.1 The Obligor Company authorizes the Secured Party, and does hereby make, constitute and appoint it, the Secured Party and its respective officers, agents, successors or assigns with full power of substitution, as the ObligorCompany’s true and lawful attorney-in-fact, with power, in its own name or in the name of the ObligorSecured Party or the Company, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notesnote, checks, drafts, money orders, orders or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of such the Secured Party; (ii) to sign and endorse any UCC financing statement pursuant to the UCC or any invoice, freight or express billbxxx, bill bxxx of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests, interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle, settle and sue sxx for monies due in respect of the Collateral; and (v) to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generally, to do, at the option of such the Secured Party, and at the Obligor’s expenseexpense of the Company, at any time, or from time to time, to execute and deliver any and all documents and instruments and to do all acts and things which such the Secured Party deems necessary to protect, preserve, preserve and realize upon the Collateral and the Security Interest Interests granted therein in order to effect the intent of this Agreement, the Note, Agreement and the Transaction Documents Notes all as fully and effectually as the Obligor Company might or could do; and the Obligor Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding. The designation set forth herein shall be deemed to amend and supersede any inconsistent provision in the Organizational Documents or other documents or agreements to which the Company is subject or to which the Company is a party. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, the Secured Party is specifically authorized to execute and file any applications for or instruments of transfer and assignment of any patents, trademarks, copyrights or other Intellectual Property with the United States Patent and Trademark Office and the United States Copyright Office.

Power of Attorney; Further Assurances. (a) The Obligor Company authorizes the Secured Party, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as the ObligorCompany’s true and lawful attorney-in-fact, with power, in its own name or in the name of the ObligorCompany, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of such the Secured Party; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express billxxxx, bill xxxx of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests, interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle, settle and sue xxx for monies due in respect of the Collateral; and (v) generally, to do, at the option of such the Secured Party, and at the ObligorCompany’s expense, at any time, or from time to time, all acts and things which such the Secured Party deems necessary to protect, preserve, preserve and realize upon the Collateral and the Security Interest granted therein in order to effect the intent of this Agreement, the Note, Notes and the Transaction Documents Warrants, all as fully and effectually as the Obligor Company might or could do; and the Obligor Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This PHL_A #1954340 v1 8 power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) The Obligor Company authorizes the Secured Party, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as the ObligorCompany’s true and lawful attorney-in-fact, with power, in its own name or in the name of the ObligorCompany, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of such the Secured Party; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express billxxxx, bill xxxx of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests, interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle, settle and sue xxx for monies due in respect of the Collateral; and (v) generally, to do, at the option of such the Secured Party, and at the ObligorCompany’s expense, at any time, or from time to time, all acts and things which such the Secured Party deems reasonably necessary to protect, preserve, preserve and realize upon the Collateral and the Security Interest granted therein in order to effect the intent of this Agreement, the NotePurchase Agreement, the Note and the Transaction Documents Warrants, all as fully and effectually as the Obligor Company might or could do; and the Obligor Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) The Obligor Company authorizes the Secured Party, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as the Obligor’s Company's true and lawful attorney-in-fact, with power, in its own name or in the name of the ObligorCompany, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral Intellectual Property that may come into possession of such the Secured Party; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express bill, bill of lading, storage or warehouse receipts, drafts against debtorsdxxxxrs, assignmentsxxsignments, verifications and notices in connection with accounts, and other documents relating to the CollateralIntellectual Property; (iii) to pay or discharge taxes, liens, security interests, interests or other encumbrances at any time levied or placed on or threatened against the CollateralIntellectual Property; (iv) to demand, collect, receipt for, compromise, settle, settle and sue for monies due in respect of the CollateralIntellectual Property; and (v) generallygxxxrally, to do, at the option of such the Secured Party, and at the Obligor’s Company's expense, at any time, or from time to time, all acts and things which such the Secured Party deems necessary to protect, preserve, preserve and realize upon the Collateral Intellectual Property and the Security Interest granted therein in order to effect the intent of this Agreement, the Note, Debentures and the Transaction Documents Warrants, all as fully and effectually as the Obligor Company might or could do; and the Obligor Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) 13.1. The Obligor Company authorizes the Secured Party, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as the Obligor’s Company's true and lawful attorney-in-fact, with power, power in its own name or in the name of the ObligorCompany, to, after the occurrence and during after any Cure Period has lapsed and the continuance of an Event of Default, Default continues (i) endorse any notes, checks, drafts, money orders, orders or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of such the Secured Party; Party (ii) to sign authorize and endorse any UCC financing statement or any invoice, freight or express billxxxx, bill xxxx of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests, interests or other encumbrances Encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle, settle and sue xxx for monies due in respect of the Collateral; and (v) generally, to do, at the option of such the Secured Party, and at the ObligorCompany’s expense, expense at any time, or from time to time, all acts and things which such the Secured Party deems necessary to protect, preserve, preserve and realize upon the Collateral and the Security Interest granted therein in order to effect the intent of this Agreement, the Note, Agreement and the other Transaction Documents Documents, all as fully and effectually as the Obligor Company might or could do; and the Obligor Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) The Obligor Company authorizes the Secured Party, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as the Obligor’s Company's true and lawful attorney-in-fact, with power, in its own name or in the name of the ObligorCompany, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral Intellectual Property that may come into possession of such the Secured Party; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express bill, bill of lading, storage or xxxraxx xr warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents relating to the CollateralIntellectual Property; (iii) to pay or discharge taxes, liens, security interests, interests or other encumbrances at any time levied or placed on or threatened against the CollateralIntellectual Property; (iv) to demand, collect, receipt for, compromise, settle, settle and sue for monies due in respect xxspect of the CollateralIntellectual Property; and (v) generally, to do, at the option of such the Secured Party, and at the Obligor’s Company's expense, at any time, or from time to time, all acts and things which such the Secured Party deems necessary to protect, preserve, preserve and realize upon the Collateral Intellectual Property and the Security Interest granted therein in order to effect the intent of this Agreement, the NoteDebentures, and the Transaction Documents all as fully and effectually as the Obligor Company might or could do; and the Obligor Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) The Obligor Company authorizes the Secured Party, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as the ObligorCompany’s true and lawful attorney-in-fact, with power, in its own name or in the name of the ObligorCompany, to, after the occurrence and during the continuance of an Event of Default, Default (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of such the Secured Party; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express billxxxx, bill xxxx of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests, interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle, settle and sue xxx for monies due in respect of the Collateral; and (v) generally, to do, at the option of such the Secured Party, and at the ObligorCompany’s expense, at any time, or from time to time, all acts and things which such the Secured Party deems necessary to protect, preserve, preserve and realize upon the Collateral and the Security Interest granted therein in order to effect the intent of this Agreement, the Note, and the Transaction Documents all as fully and effectually as the Obligor Company might or could do; and the Obligor Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) The Obligor authorizes Obligors authorize the Secured PartyParties, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as the each Obligor’s true and lawful attorney-in-fact, with power, in its own name or in the name of the ObligorObligors, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of such the Secured Party; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express billxxxx, bill xxxx of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests, interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle, settle and sue xxx for monies due in respect of the Collateral; and (v) generally, to do, at the option of such the Secured Party, and at the Obligor’s Obligors’ expense, at any time, or from time to time, all acts and things which such the Secured Party deems necessary to protect, preserve, preserve and realize upon the Collateral and the Security Interest granted therein in order to effect the intent of this Agreement, the Note, Note and the Transaction Documents all as fully and effectually as the Obligor Obligors might or could do; and the each Obligor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) The Obligor Company authorizes the Secured Party, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as the Obligor’s Company's true and lawful attorney-in-fact, with power, in its own name or in the name of the ObligorCompany, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of such the Secured Party; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express billxxxx, bill xxxx of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests, interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle, settle and sue xxx for monies due in respect of the Collateral; and (v) generally, to do, at the option of such the Secured Party, and at the Obligor’s Company's expense, at any time, or from time to time, all acts and things which such the Secured Party deems necessary to protect, preserve, preserve and realize upon the Collateral and the Security Interest granted therein in order to effect the intent of this Agreement, the Note, Debentures and the Transaction Documents Warrant all as fully and effectually as the Obligor Company might or could do; and the Obligor Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) A. The Obligor Company authorizes the Secured Party, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as the ObligorCompany’s true and lawful attorney-in-fact, with power, in its own name or in the name of the ObligorCompany, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral Intellectual Property that may come into possession of such the Secured Party; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express billbxxx, bill bxxx of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents relating to the CollateralIntellectual Property; (iii) to pay or discharge taxes, liens, security interests, interests or other encumbrances at any time levied or placed on or threatened against the CollateralIntellectual Property; (iv) to demand, collect, receipt for, compromise, settle, settle and sue sxx for monies due in respect of the CollateralIntellectual Property; and (v) generally, to do, at the option of such the Secured Party, and at the ObligorCompany’s expense, at any time, or from time to time, all acts and things which such the Secured Party deems necessary to protect, preserve, preserve and realize upon the Collateral Intellectual Property and the Security Interest granted therein in order to effect the intent of this Agreement, the Note, Debentures and the Transaction Documents Warrants, all as fully and effectually as the Obligor Company might or could do; and the Obligor Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) The Obligor Company authorizes the Secured Party, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as the ObligorCompany’s true and lawful attorney-in-fact, with power, in its own name or in the name of the ObligorCompany, to, after the occurrence and during the continuance of an Event of Default, Default (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of such the Secured Party; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express billxxxx, bill xxxx of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests, interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle, settle and sue xxx for monies due in respect of the Collateral; and (v) generally, to do, at the option of such the Secured Party, and at the ObligorCompany’s expense, at any time, or from time to time, all acts and things which such the Secured Party deems necessary to reasonably protect, preserve, preserve and realize upon the Collateral and the Security Interest granted therein in order to effect the intent of this Agreement, the Note, Debentures and the Transaction Documents Warrants, all as fully and effectually as the Obligor Company might or could do; and the Obligor Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) The Obligor Company authorizes the Secured Party, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as the ObligorCompany’s true and lawful attorney-in-fact, with power, in its own name or in the name of the ObligorCompany, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of such the Secured Party; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express bill, bill of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests, interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle, settle and sue xxx for monies due in respect of the Collateral; and (v) generally, to do, at the option of such the Secured Party, and at the ObligorCompany’s expense, at any time, or from time to time, all acts and things which such the Secured Party deems necessary to protect, preserve, preserve and realize upon the Collateral and the Security Interest granted therein in order to effect the intent of this Agreement, the Note, and the Transaction Documents all as fully and effectually as the Obligor Company might or could do; and the Obligor Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations Company’s obligations under this Agreement and the Company’s obligations under the Purchase Agreement as they relate to the Secured Party’s Relinquishments shall be outstanding.

Power of Attorney; Further Assurances. (a) The Obligor Company authorizes the Secured Party, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as the ObligorCompany’s true and lawful attorney-in-fact, with power, in its own name or in the name of the ObligorCompany, to, after the occurrence and during the continuance of an Event of Default, Default (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of such the Secured Party; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express billxxxx, bill xxxx of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests, interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle, settle and sue xxx for monies due in respect of the Collateral; and (v) generally, to do, at the option of such the Secured Party, and at the ObligorCompany’s expense, at any time, or from time to time, all acts and things which such the Secured Party deems necessary to protect, preserve, preserve and realize upon the Collateral and the Security Interest granted therein in order to effect the intent of this Agreement, the Note, Notes and the Transaction Documents Warrants, all as fully and effectually as the Obligor Company might or could do; and the Obligor Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) The Obligor Company authorizes the Secured Party, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or permitted assigns with full power of substitution, as the ObligorCompany’s true and lawful attorney-in-fact, with power, in its own name or in the name of the ObligorCompany, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of such the Secured Party; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express billxxxx, bill xxxx of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests, interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle, settle and sue xxx for monies due in respect of the Collateral; and (v) generally, to do, at the option of such the Secured Party, and at the ObligorCompany’s expense, at any time, or from time to time, expense after the occurrence and during the continuance of an Event of Default all acts and things which such the Secured Party reasonably deems necessary to protect, preserve, preserve and realize upon the Collateral and the Security Interest granted therein in order to effect the intent of this Agreement, the Note, and the Transaction Documents all as fully and effectually as the Obligor Company might or could do; and the Obligor Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) A. The Obligor Company authorizes the Secured Party, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as the Obligor’s Company's true and lawful attorney-in-fact, with power, in its own name or in the name of the ObligorCompany, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of such the Secured Party; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express bill, bill of lading, storage or warehouse receipts, drafts against debtorsxxxxorx, assignmentsxssignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests, interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle, settle and sue for monies due in respect of the Collateral; and (v) generally, to xx do, at the option of such the Secured Party, and at the Obligor’s Company's expense, at any time, or from time to time, all acts and things which such the Secured Party deems necessary to protect, preserve, preserve and realize upon the Collateral and the Security Interest granted therein in order to effect the intent of this Agreement, the Note, Debentures and the Transaction Documents Warrants, all as fully and effectually as the Obligor Company might or could do; and the Obligor Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) The Obligor Company authorizes the Secured Party, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as the Obligor’s Company's true and lawful attorney-in-fact, with power, in its own name or in the name of the ObligorCompany, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral Intellectual Property that may come into possession of such the Secured Party; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express bill, bill of lading, storage or warehouse receipts, drafts against debtorsdxxxxrs, assignmentsxxsignments, verifications and notices in connection with accounts, and other documents relating to the CollateralIntellectual Property; (iii) to pay or discharge taxes, liens, security interests, interests or other encumbrances at any time levied or placed on or threatened against the CollateralIntellectual Property; (iv) to demand, collect, receipt for, compromise, settle, settle and sue for monies due in respect rxxxect of the CollateralIntellectual Property; and (v) generally, to do, at the option of such the Secured Party, and at the Obligor’s Company's expense, at any time, or from time to time, all acts and things which such the Secured Party deems necessary to protect, preserve, preserve and realize upon the Collateral Intellectual Property and the Security Interest granted therein in order to effect the intent of this Agreement, the Note, Notes and the Transaction Documents Warrants, all as fully and effectually as the Obligor Company might or could do; and the Obligor Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) The Obligor Company authorizes the Secured Party, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as the Obligor’s Company's true and lawful attorney-in-fact, with power, in its own name or in the name of the ObligorCompany, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral Intellectual Property that may come into possession of such the Secured Party; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express billxxxx, bill xxxx of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents relating to the CollateralIntellectual Property; (iii) to pay or discharge taxes, liens, security interests, interests or other encumbrances at any time levied or placed on or threatened against the CollateralIntellectual Property; (iv) to demand, collect, receipt for, compromise, settle, settle and sue xxx for monies due in respect of the CollateralIntellectual Property; and (v) generally, to do, at the option of such the Secured Party, and at the Obligor’s Company's expense, at any time, or from time to time, all acts and things which such the Secured Party deems necessary to protect, preserve, preserve and realize upon the Collateral Intellectual Property and the Security Interest granted therein in order to effect the intent of this Agreement, Agreement and the Note, and the Transaction Documents all as fully and effectually as the Obligor Company might or could do; and the Obligor Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) The Obligor Company authorizes the Secured Party, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as the Obligor’s Company's true and lawful attorney-in-fact, with power, in its own name or in the name of the ObligorCompany, to, after the occurrence and during the continuance of an Event of Default, (i) endorse -endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of such the Secured Party; (ii) to -to sign and endorse any UCC financing statement or any invoice, freight or express billxxxx, bill xxxx of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to -to pay or discharge taxes, liens, security interests, interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to -to demand, collect, receipt for, compromise, settle, settle and sue xxx for monies due in respect of the Collateral; and (v) generally-generally, to do, at the option of such the Secured Party, and at the Obligor’s Company's expense, at any time, or from time to time, all acts and things which such the Secured Party deems necessary to protect, preserve, preserve and realize upon the Collateral and the Security Interest granted therein in order to effect the intent of this Agreement, the Note, Notes and the Transaction Documents Warrants, all as fully and effectually as the Obligor Company might or could do; and the Obligor Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) The Obligor Company authorizes the Secured Party, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as the Obligor’s Company's true and lawful attorney-in-fact, with power, in its own name or in the name of the ObligorCompany, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral Intellectual Property that may come into possession of such the Secured Party; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express bill, bill of lading, storage or warehouse receipts, drafts against debtorsaxxxxst xxxtors, assignments, verifications and notices in connection with accounts, and other documents relating to the CollateralIntellectual Property; (iii) to pay or discharge taxes, liens, security interests, interests or other encumbrances at any time levied or placed on or threatened against the CollateralIntellectual Property; (iv) to demand, collect, receipt for, compromise, settle, settle and sue for monies due in respect of the CollateralIntellectual Property; and axx (v) generally, to do, at the option of such the Secured Party, and at the Obligor’s Company's expense, at any time, or from time to time, all acts and things which such the Secured Party deems necessary to protect, preserve, preserve and realize upon the Collateral Intellectual Property and the Security Interest granted therein in order to effect the intent of this Agreement, the Note, Debentures and the Transaction Documents Warrants, all as fully and effectually as the Obligor Company might or could do; and the Obligor Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) 15.1 The Obligor Company authorizes the Secured Party, and does hereby make, constitute and appoint it, the Secured Party and its respective officers, agents, successors or assigns with full power of substitution, as the ObligorCompany’s true and lawful attorney-in-fact, with power, in its own name or in the name of the ObligorSecured Party or the Company, to, after the occurrence and (unless the Event of Default has been waived by the Secured Party) or during the continuance of an Event of Default, (i) endorse any notesnote, checks, drafts, money orders, orders or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of such the Secured Party; , (ii) to sign and endorse any UCC financing statement pursuant to the UCC or any invoice, freight or express billxxxx, bill xxxx of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests, interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle, settle and sue xxx for monies due in respect of the Collateral; and (v) to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generally, to do, at the option of such the Secured Party, and at the Obligor’s expenseexpense of the Company, at any time, or from time to time, to execute and deliver any and all documents and instruments and to do all acts and things which such the Secured Party Party, upon the advice of its counsel, deems necessary to protect, preserve, preserve and realize upon the Collateral and the Security Interest Interests granted therein in order to effect the intent of this Agreement, the Note, Agreement and the Transaction Documents Note all as fully and effectually as the Obligor Company might or could do; and the Obligor Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding. The designation set forth herein shall be deemed to amend and supersede any inconsistent provision in the Organizational Documents or other documents or agreements to which the Company is subject or to which the Company is a party. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, the Secured Party is specifically authorized to execute and file any applications for or instruments of transfer and assignment of any patents, trademarks, copyrights or other Intellectual Property with the United States Patent and Trademark Office and the United States Copyright Office.

Power of Attorney; Further Assurances. (a) a. The Obligor Company authorizes the Secured PartyParties, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as the ObligorCompany’s true and lawful attorney-in-fact, with power, in its own name or in the name of the ObligorCompany, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including including, without limitation, payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of such the Secured PartyParties; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express billbxxx, bill bxxx of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests, interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle, settle and sue sxx for monies due in respect of the Collateral; and (v) generally, to do, at the option of such the Secured PartyParties, and at the ObligorCompany’s expense, at any time, or from time to time, all acts and things which such the Secured Party deems Parties deem necessary to protect, preserve, preserve and realize upon the Collateral and the Security Interest granted therein in order to effect the intent of this Agreement, the Note, Agreement and the Transaction Documents Notes, all as fully and effectually as the Obligor Company might or could do; and the Obligor Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) The Obligor Company authorizes the Secured Party, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as the ObligorCompany’s true and lawful attorney-in-fact, with power, in its own name or in the name of the ObligorCompany, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of such the Secured Party; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express billxxxx, bill xxxx of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests, interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle, settle and sue xxx for monies due in respect of the Collateral; and (v) generally, to do, at the option of such the Secured Party, and at the ObligorCompany’s expense, at any time, or from time to time, all acts and things which such the Secured Party deems necessary to protect, preserve, preserve and realize upon the Collateral and the Security Interest granted therein in order to effect the intent of this Agreement, the Note, and the Transaction Documents Agreement andthe Notes,all as fully and effectually as the Obligor Company might or could do; and the Obligor Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) The Obligor Company authorizes the Secured Party, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as the ObligorCompany’s true and lawful attorney-in-fact, with power, in its own name or in the name of the ObligorCompany, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of such the Secured Party; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express billxxxx, bill xxxx of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests, interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle, settle and sue xxx for monies due in respect of the Collateral; and (v) generally, to do, at the option of such the Secured Party, and at the ObligorCompany’s expense, at any time, or from time to time, all acts and things which such the Secured Party deems necessary to protect, preserve, preserve and realize upon the Collateral and the Security Interest granted therein in order to effect the intent of this Agreement, the Note, Note and the Transaction Documents Warrants, all as fully and effectually as the Obligor Company might or could do; and the Obligor Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) The Obligor Company authorizes the Secured Party, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as the Obligor’s Company's true and lawful attorney-in-fact, with power, in its own name or in the name of the ObligorCompany, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of such the Secured Party; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express bill, bill of lading, storage or warehouse xxxxhoxxx receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests, interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle, settle and sue for monies due in respect of the txx Collateral; and (v) generally, to do, at the option of such the Secured Party, and at the Obligor’s Company's expense, at any time, or from time to time, all acts and things which such the Secured Party deems necessary to protect, preserve, preserve and realize upon the Collateral and the Security Interest granted therein in order to effect the intent of this Agreement, the Note, Notes and the Transaction Documents Warrants, all as fully and effectually as the Obligor Company might or could do; and the Obligor Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) a. The Obligor Company authorizes the Secured PartyParties, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as the ObligorCompany’s true and lawful attorney-in-fact, with power, in its own name or in the name of the ObligorCompany, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including including, without limitation, payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of such the Secured PartyParties; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express billxxxx, bill xxxx of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests, or other encumbrances taxes and Liens at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle, settle and sue xxx for monies due in respect of the Collateral; and (v) generallydo, to doin connection with the foregoing, at the option of such the Secured PartyParties, and at the ObligorCompany’s sole expense, at any time, or from time to time, all other acts and things which such the Secured Party deems Parties deem necessary to protect, preserve, preserve and realize upon the Collateral and the Security Interest granted therein in order to effect the intent of this Agreement, the Note, Agreement and the Transaction Documents Notes, all as fully and effectually as the Obligor Company might or could do; and the Obligor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) The Obligor Company authorizes the Secured Party, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as the Obligor’s Company's true and lawful attorney-in-fact, with power, in its own name or in the name of the ObligorCompany, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of such the Secured Party; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express billbxxx, bill bxxx of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests, interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle, settle and sue sxx for monies due in respect of the Collateral; and (v) generally, to do, at the option of such the Secured Party, and at the Obligor’s Company's expense, at any time, or from time to time, all acts and things which such the Secured Party deems necessary to protect, preserve, preserve and realize upon the Collateral and the Security Interest granted therein in order to effect the intent of this Agreement, the Note, Agreement and the Transaction Documents Debentures, all as fully and effectually as the Obligor Company might or could do; and the Obligor Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding. (b) On a continuing basis, the Company will make, execute, acknowledge, deliver, file and record, as the case may be, in the proper filing and recording places in any jurisdiction, including, without limitation, the jurisdictions indicated on Schedule B, attached hereto, all such instruments, and take all such action as may reasonably be deemed necessary or advisable, or as reasonably requested by the Secured Party, to perfect the Security Interest granted hereunder and otherwise to carry out the intent and purposes of this Agreement, or for assuring and confirming to the Secured Party the grant or perfection of a security interest in all the Collateral. (c) The Company hereby irrevocably appoints the Secured Party as the Company's attorney-in-fact, with full authority in the place and stead of the Company and in the name of the Company, from time to time in the Secured Party's discretion, to take any action and to execute any instrument which the Secured Party may deem necessary or advisable to accomplish the purposes of this Agreement, including the filing, in its sole discretion, of one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of the Company where permitted by law. 13.

Power of Attorney; Further Assurances. (a) The Obligor Company authorizes the Secured Party, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as the Obligor’s Company's true and lawful attorney-in-fact, with power, in its own name or in the name of the ObligorCompany, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of such the Secured Party; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express billxxxx, bill xxxx of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests, interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle, settle and sue xxx for monies due in respect of the Collateral; and (v) generally, to do, at the option of such the Secured Party, and at the Obligor’s Company's expense, at any time, or from time to time, all acts and things which such the Secured Party deems necessary to protect, preserve, preserve and realize upon the Collateral and the Security Interest granted therein in order to effect the intent of this Agreement, Agreement and the Note, and the Transaction Documents all as fully and effectually as the Obligor Company might or could do; and the Obligor Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) The Obligor Company authorizes the Secured Party, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as the Obligor’s Company's true and lawful attorney-in-fact, with power, in its own name or in the name of the ObligorCompany, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral Intellectual Property that may come into possession of such the Secured Party; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express bill, bill of ladinglaxxxx, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents relating to the CollateralIntellectual Property; (iii) to pay or discharge taxes, liens, security interests, interests or other encumbrances at any time levied or placed on or threatened against the CollateralIntellectual Property; (iv) to demand, collect, receipt for, compromise, settle, settle and sue for monies due dux in respect of the CollateralIntellectual Property; and (v) generally, to do, at the option of such the Secured Party, and at the Obligor’s Company's expense, at any time, or from time to time, all acts and things which such the Secured Party deems necessary to protect, preserve, preserve and realize upon the Collateral Intellectual Property and the Security Interest granted therein in order to effect the intent of this Agreement, the Note, Debentures and the Transaction Documents Warrants, all as fully and effectually as the Obligor Company might or could do; and the Obligor Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) The Obligor Company authorizes the Secured Party, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as the Obligor’s Company's true and lawful attorney-in-fact, with power, in its own name or in the name of the ObligorCompany, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of such the Secured Party; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express bill, bill of lading, storage or warehouse xr xxxxhouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests, interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle, settle and sue for monies due in respect respexx of the Collateral; and (v) generally, to do, at the option of such the Secured Party, and at the Obligor’s Company's expense, at any time, or from time to time, all acts and things which such the Secured Party deems necessary to protect, preserve, preserve and realize upon the Collateral and the Security Interest granted therein in order to effect the intent of this Agreement, the Note, Notes and the Transaction Documents Warrants, all as fully and effectually as the Obligor Company might or could do; and the Obligor Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) The Obligor authorizes the Secured Party, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as the each Obligor’s true and lawful attorney-in-fact, with power, in its own name or in the name of the Obligor, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of such the Secured Party; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express billxxxx, bill xxxx of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests, interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle, settle and sue xxx for monies due in respect of the Collateral; and (v) generally, to do, at the option of such the Secured Party, and at the Obligor’s ’ expense, at any time, or from time to time, all acts and things which such the Secured Party deems necessary to protect, preserve, preserve and realize upon the Collateral and the Security Interest granted therein in order to effect the intent of this Agreement, the Note, Notes and the Transaction Documents all as fully and effectually as the Obligor might or could do; and the each Obligor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) The Obligor Company authorizes the Secured Party, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as the Obligor’s Company's true and lawful attorney-in-fact, with power, in its own name or in the name of the ObligorCompany, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of such the Secured Party; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express bill, bill of xxll xx lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests, interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle, settle and sue for xxx monies due in respect of the Collateral; and (v) generally, to do, at the option of such the Secured Party, and at the Obligor’s Company's expense, at any time, or from time to time, all acts and things which such the Secured Party deems necessary to protect, preserve, preserve and realize upon the Collateral and the Security Interest granted therein in order to effect the intent of this Agreement, the Note, Debentures and the Transaction Documents Warrants, all as fully and effectually as the Obligor Company might or could do; and the Obligor Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) A. The Obligor Company authorizes the Secured Party, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as the ObligorCompany’s true and lawful attorney-in-fact, with power, in its own name or in the name of the ObligorCompany, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of such the Secured Party; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express billxxxx, bill xxxx of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests, interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle, settle and sue xxx for monies due in respect of the Collateral; and (v) generally, to do, at the option of such the Secured Party, and at the ObligorCompany’s expense, at any time, or from time to time, all acts and things which such the Secured Party deems necessary to protect, preserve, preserve and realize upon the Collateral and the Security Interest granted therein in order to effect the intent of this Agreement, the Note, Debentures and the Transaction Documents Warrants, all as fully and effectually as the Obligor Company might or could do; and the Obligor Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) A. The Obligor Company authorizes the Secured Party, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as the ObligorCompany’s true and lawful attorney-in-fact, with power, in its own name or in the name of the ObligorCompany, to, after the occurrence and during the continuance of an Event of DefaultDefault that is has not been cured in a timely manner, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of such the Secured Party; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express billxxxx, bill xxxx of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests, interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle, settle and sue xxx for monies due in respect of the Collateral; and (v) generally, to do, at the option of such the Secured Party, and at the ObligorCompany’s expense, at any time, or from time to time, all acts and things which such the Secured Party deems necessary to protect, preserve, preserve and realize upon the Collateral and the Security Interest granted therein in order to effect the intent of this Agreement, the Note, Notes and the Transaction Documents Warrants, all as fully and effectually as the Obligor Company might or could do; and the Obligor Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) A. The Obligor Company authorizes the Secured Party, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as the ObligorCompany’s true and lawful attorney-in-fact, with power, in its own name or in the name of the ObligorCompany, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of such the Secured Party; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express billbxxx, bill bxxx of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests, interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle, settle and sue sxx for monies due in respect of the Collateral; and (v) generally, to do, at the option of such the Secured Party, and at the ObligorCompany’s expense, at any time, or from time to time, all acts and things which such the Secured Party deems necessary to protect, preserve, preserve and realize upon the Collateral and the Security Interest granted therein in order to effect the intent of this Agreement, the Note, Debentures and the Transaction Documents Warrants, all as fully and effectually as the Obligor Company might or could do; and the Obligor Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) The Obligor Company authorizes the Secured Party, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as the ObligorCompany’s true and lawful attorney-in-fact, with power, in its own name or in the name of the ObligorCompany, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of such the Secured Party; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express billxxxx, bill xxxx of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests, interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle, settle and sue xxx for monies due in respect of the Collateral; and (v) generally, to do, at the option of such the Secured Party, and at the ObligorCompany’s expense, at any time, or from time to time, all acts and things which such the Secured Party deems necessary to protect, preserve, preserve and realize upon the Collateral and the Security Interest granted therein in order to effect the intent of this Agreement, the Note, and the Transaction Documents all as fully and effectually as the Obligor Company might or could do; and the Obligor Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) The Obligor 15.1 Subject to the satisfaction of any obligations under the Platinum Agreements, the Company authorizes the Secured Party, and does hereby make, constitute and appoint it, the Secured Party and its respective officers, agents, successors or assigns with full power of substitution, as the ObligorCompany’s true and lawful attorney-in-fact, with power, in its own name or in the name of the ObligorSecured Party or the Company, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notesnote, checks, drafts, money orders, orders or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of such the Secured Party; (ii) to sign and endorse any UCC financing statement pursuant to the UCC or any invoice, freight or express billxxxx, bill xxxx of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests, interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle, settle and sue xxx for monies due in respect of the Collateral; and (v) to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generally, to do, at the option of such the Secured Party, and at the Obligor’s expenseexpense of the Company, at any time, or from time to time, to execute and deliver any and all documents and instruments and to do all acts and things which such the Secured Party deems necessary to protect, preserve, preserve and realize upon the Collateral and the Security Interest Interests granted therein in order to effect the intent of this Agreement, the Note, Agreement and the Transaction Documents Note all as fully and effectually as the Obligor Company might or could do; and the Obligor Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding. The designation set forth herein shall be deemed to amend and supersede any inconsistent provision in the Organizational Documents or other documents or agreements to which the Company is subject or to which the Company is a party. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, the Secured Party is specifically authorized to execute and file any applications for or instruments of transfer and assignment of any patents, trademarks, copyrights or other Intellectual Property with the United States Patent and Trademark Office and the United States Copyright Office.

Power of Attorney; Further Assurances. (a) The Obligor Debtor authorizes the Secured Party, and does hereby make, constitute and appoint it, the Secured Party and its respective officers, agents, successors or assigns with full power of substitution, as the ObligorDebtor’s true and lawful attorney-in-fact, with power, in its own name or in the name of the Obligorvarious Secured Party or the Debtor, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notesnote, checks, drafts, money orders, orders or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of such the Secured Party; (ii) to sign and endorse any UCC financing statement pursuant to the UCC or any invoice, freight or express billxxxx, bill xxxx of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests, interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle, settle and sue xxx for monies due in respect of the Collateral; and (v) to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generally, to do, at the option of such the Secured Party, and at the Obligor’s expenseexpense of the Debtor, at any time, or from time to time, to execute and deliver any and all documents and instruments and to do all acts and things which such the Secured Party deems necessary to protect, preserve, preserve and realize upon the Collateral and the Security Interest granted therein in order to effect the intent of this Agreement, the NotePurchase Agreement, the February Purchase Agreement and the Transaction Documents Debentures all as fully and effectually as the Obligor Debtor might or could do; and the Obligor Debtor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. hereof This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding. The designation set forth herein shall be deemed to amend and supersede any inconsistent provision in the Organizational Documents or other documents or agreements to which the Debtor is subject or to which the Debtor is a party. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, each Secured Party is specifically authorized to execute and file any applications for or instruments of transfer and assignment of any patents, trademarks, copyrights or other Intellectual Property with the United States Patent and Trademark Office and the United States Copyright Office.

Power of Attorney; Further Assurances. (a) 13.1. The Obligor Company authorizes the Secured Party, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as the Obligor’s Company's true and lawful attorney-in-fact, with power, power in its own name or in the name of the ObligorCompany, to, after the occurrence and during after any Cure Period has lapsed and the continuance of an Event of Default, Default continues (i) endorse any notes, checks, drafts, money orders, orders or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of such the Secured Party; Party (ii) to sign authorize and endorse any UCC financing statement or any invoice, freight or express billbxxx, bill bxxx of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests, interests or other encumbrances Encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle, settle and sue sxx for monies due in respect of the Collateral; and (v) generally, to do, at the option of such the Secured Party, and at the ObligorCompany’s expense, expense at any time, or from time to time, all acts and things which such the Secured Party deems necessary to protect, preserve, preserve and realize upon the Collateral and the Security Interest granted therein in order to effect the intent of this Agreement, the Note, Agreement and the other Transaction Documents Documents, all as fully and effectually as the Obligor Company might or could do; and the Obligor Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) The Obligor Company authorizes the Secured Party, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as the Obligor’s Company's true and lawful attorney-in-fact, with power, in its own name or in the name of the ObligorCompany, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral Intellectual Property that may come into possession of such the Secured Party; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express bill, bill of lading, storage or warehouse receipts, drafts against debtorsdexxxxs, assignmentsxxxignments, verifications and notices in connection with accounts, and other documents relating to the CollateralIntellectual Property; (iii) to pay or discharge taxes, liens, security interests, interests or other encumbrances at any time levied or placed on or threatened against the CollateralIntellectual Property; (iv) to demand, collect, receipt for, compromise, settle, settle and sue for monies due in respect of the CollateralIntellectual Property; and (v) generallygexxxally, to do, at the option of such the Secured Party, and at the Obligor’s Company's expense, at any time, or from time to time, all acts and things which such the Secured Party deems necessary to protect, preserve, preserve and realize upon the Collateral Intellectual Property and the Security Interest granted therein in order to effect the intent of this Agreement, the Note, Debentures and the Transaction Documents Warrants, all as fully and effectually as the Obligor Company might or could do; and the Obligor Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) The Obligor Company authorizes the Secured Party, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as the Obligor’s Company's true and lawful attorney-in-fact, with power, in its own name or in the name of the ObligorCompany, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral Intellectual Property that may come into possession of such the Secured Party; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express bill, bill of lading, storage or warehouse ox xxrexxxxe receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents relating to the CollateralIntellectual Property; (iii) to pay or discharge taxes, liens, security interests, interests or other encumbrances at any time levied or placed on or threatened against the CollateralIntellectual Property; (iv) to demand, collect, receipt for, compromise, settle, settle and sue for monies due in respect of the Collateralox xhe Intellectual Property; and (v) generally, to do, at the option of such the Secured Party, and at the Obligor’s Company's expense, at any time, or from time to time, all acts and things which such the Secured Party deems necessary to protect, preserve, preserve and realize upon the Collateral Intellectual Property and the Security Interest granted therein in order to effect the intent of this Agreement, the Note, Notes and the Transaction Documents Warrants, all as fully and effectually as the Obligor Company might or could do; and the Obligor Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) The Obligor Company authorizes the Secured Party, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as the Obligor’s Company's true and lawful attorney-in-fact, with power, in its own name or in the name of the ObligorCompany, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral Intellectual Property that may come into possession of such the Secured Party; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express bill, bill of lading, storage or warehouse receiptswxxxxouxx xeceipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents relating to the CollateralIntellectual Property; (iii) to pay or discharge taxes, liens, security interests, interests or other encumbrances at any time levied or placed on or threatened against the CollateralIntellectual Property; (iv) to demand, collect, receipt for, compromise, settle, settle and sue for monies due in respect of the Collateraltxx Intellectual Property; and (v) generally, to do, at the option of such the Secured Party, and at the Obligor’s Company's expense, at any time, or from time to time, all acts and things which such the Secured Party deems necessary to protect, preserve, preserve and realize upon the Collateral Intellectual Property and the Security Interest granted therein in order to effect the intent of this Agreement, the Note, Notes and the Transaction Documents Warrants, all as fully and effectually as the Obligor Company might or could do; and the Obligor Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) The Obligor Company authorizes the Secured Party, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as the ObligorCompany’s true and lawful attorney-in-fact, with power, in its own name or in the name of the ObligorCompany, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of such the Secured Party; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express billxxxx, bill xxxx of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or payor discharge taxes, liens, security interests, interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle, settle and sue xxx for monies due in respect of the Collateral; and (v) generally, to do, at the option of such the Secured Party, and at the ObligorCompany’s expense, at any time, or from time to time, all acts and things which such the Secured Party deems necessary to protect, preserve, preserve and realize upon the Collateral and the Security Interest granted therein in order to effect the intent of this Agreement, the Note, Agreement and the Transaction Documents Notes, all as fully and effectually as the Obligor Company might or could do; and the Obligor Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) The Obligor Company authorizes the Secured Party, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as the ObligorCompany’s true and lawful attorney-in-fact, with power, in its own name or in the name of the ObligorCompany, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of such the Secured Party; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express billbxxx, bill bxxx of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests, interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receive payment of, give receipt for, compromise, settle, settle and sue sxx for monies due in respect of the Collateral; (v) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; to notify, or to require the Company to notify, Account Debtors to make payment directly to the Secured Party or to an account designated by the Secured Party and adjust, settle or compromise the amount of payment of any Account; and (vvi) generally, to do, at the option of such the Secured Party, and at the ObligorCompany’s expense, at any time, or from time to time, all acts and things which such the Secured Party deems necessary to protect, preserve, preserve and realize upon the Collateral and the Security Interest granted therein in order to effect the intent of this Agreement, the Note, Agreement and the Transaction Documents Debenture, all as fully and effectually as the Obligor Company might or could do; and the Obligor Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) A. The Obligor Company authorizes the Secured Party, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as the Obligor’s Company's true and lawful attorney-in-fact, with power, in its own name or in the name of the ObligorCompany, to, after the occurrence and during the continuance of an Event of Default, : (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of such the Secured Party; (ii) at any time, to sign and endorse any UCC financing statement or any invoice, freight or express billbxxx, bill bxxx of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests, interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle, settle and sue sxx for monies due in respect of the Collateral; and (v) generally, to do, at the option of such the Secured Party, and at the Obligor’s Company's expense, at any time, or from time to time, all acts and things which such the Secured Party deems necessary to protect, preserve, preserve and realize upon the Collateral and the Security Interest granted therein in order to effect the intent of this Agreement, the NotePromissory Notes and any other agreements, and the Transaction Documents all as fully and effectually as the Obligor Company might or could do; and the Obligor Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding. To the extent that the Obligations are now or hereafter secured by property other than the Collateral or by the guarantee, endorsement or property of any other person, firm, corporation or other entity, then the Secured Party shall have the right, in its sole discretion, to pursue, relinquish, subordinate, modify or take any other action with respect thereto, without in any way modifying or affecting any of the Secured Party’s rights and remedies hereunder. However, no right or power of the Secured Party shall create any obligation or warranty or representation to the benefit of the Company.

Power of Attorney; Further Assurances. (a) A. The Obligor Company authorizes the Secured Party, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as the Obligor’s Company's true and lawful attorney-in-fact, with power, in its own name or in the name of the ObligorCompany, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral Intellectual Property that may come into possession of such the Secured Party; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express billxxxx, bill xxxx of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents relating to the CollateralIntellectual Property; (iii) to pay or discharge taxes, liens, security interests, interests or other encumbrances at any time levied or placed on or threatened against the CollateralIntellectual Property; (iv) to demand, collect, receipt for, compromise, settle, settle and sue xxx for monies due in respect of the CollateralIntellectual Property; and (v) generally, to do, at the option of such the Secured Party, and at the Obligor’s Company's expense, at any time, or from time to time, all acts and things which such the Secured Party deems necessary to protect, preserve, preserve and realize upon the Collateral Intellectual Property and the Security Interest granted therein in order to effect the intent of this Agreement, the Note, Notes and the Transaction Documents Warrants, all as fully and effectually as the Obligor Company might or could do; and the Obligor Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) The Obligor Company authorizes the Secured Party, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as the Obligor’s Company's true and lawful attorney-in-fact, with power, in its own name or in the name of the ObligorCompany, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral Intellectual Property that may come into possession of such the Secured Party; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express bill, bill of ladingladinx, storage xtoxxxx or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents relating to the CollateralIntellectual Property; (iii) to pay or discharge taxes, liens, security interests, interests or other encumbrances at any time levied or placed on or threatened against the CollateralIntellectual Property; (iv) to demand, collect, receipt for, compromise, settle, settle and sue for monies due in xx respect of the CollateralIntellectual Property; and (v) generally, to do, at the option of such the Secured Party, and at the Obligor’s Company's expense, at any time, or from time to time, all acts and things which such the Secured Party deems necessary to protect, preserve, preserve and realize upon the Collateral Intellectual Property and the Security Interest granted therein in order to effect the intent of this Agreement, the Note, Notes and the Transaction Documents Warrants, all as fully and effectually as the Obligor Company might or could do; and the Obligor Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) The Obligor Company authorizes the Secured Party, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as the ObligorCompany’s true and lawful attorney-in-fact, with power, in its own name or in the name of the ObligorCompany, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of such the Secured Party; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express billbxxx, bill bxxx of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests, interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle, settle and sue sxx for monies due in respect of the Collateral; and (v) generally, to do, at the option of such the Secured Party, and at the ObligorCompany’s expense, at any time, or from time to time, all acts and things which such the Secured Party deems reasonably necessary to protect, preserve, preserve and realize upon the Collateral and the Security Interest granted therein in order to effect the intent of this Agreement, Agreement and the Note, and the Transaction Documents all as fully and effectually as the Obligor Company might or could do; and the Obligor Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) The Obligor Upon the occurrence of an Event of Default under the Note, the Debtor authorizes the Secured Party, and does hereby make, constitute and appoint it, the Secured Party and its respective officers, agents, successors or assigns with full power of substitution, as the ObligorDebtor’s true and lawful attorney-in-fact, with power, in its own name or in the name of the ObligorSecured Party or the Debtor, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notesnote, checks, drafts, money orders, orders or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of such the Secured Party; (ii) to sign and endorse any UCC financing statement pursuant to the UCC or any invoice, freight or express billxxxx, bill xxxx of lading, storage or warehouse receipts, drafts against debtorsDebtor, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests, interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle, settle and sue xxx for monies due in respect of the Collateral; and (v) to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generally, to do, at the option of such the Secured Party, and at the Obligor’s expenseexpense of the Debtor, at any time, or from time to time, to execute and deliver any and all documents and instruments and to do all acts and things which such the Secured Party deems necessary to protect, preserve, preserve and realize upon the Collateral and the Security Interest Interests granted therein in order to effect the intent of this Agreement, the Note, Agreement and the Transaction Documents Note all as fully and effectually as the Obligor Debtor might or could do; and the Obligor Debtor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding. The designation set forth herein shall be deemed to amend and supersede any inconsistent provision in the Organizational Documents or other documents or agreements to which the Debtor is subject or to which the Debtor is a party. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, each Secured Party is specifically authorized to execute and file any applications for or instruments of transfer and assignment of any patents, trademarks, copyrights or other Intellectual Property with the United States Patent and Trademark Office and the United States Copyright Office.

Power of Attorney; Further Assurances. (a) a. The Obligor Company authorizes the Secured PartyParties, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as the ObligorCompany’s true and lawful attorney-in-fact, with power, in its own name or in the name of the ObligorCompany, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including including, without limitation, payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of such the Secured PartyParties; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express billxxxx, bill xxxx of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests, interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle, settle and sue xxx for monies due in respect of the Collateral; and (v) generally, to do, at the option of such the Secured PartyParties, and at the ObligorCompany’s expense, at any time, or from time to time, all acts and things which such the Secured Party deems Parties deem necessary to protect, preserve, preserve and realize upon the Collateral and the Security Interest granted therein in order to effect the intent of this Agreement, the Note, Agreement and the Transaction Documents Notes, all as fully and effectually as the Obligor Company might or could do; and the Obligor Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) The Obligor Company authorizes the Secured Party, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as the ObligorCompany’s true and lawful attorney-in-fact, with power, in its own name or in the name of the ObligorCompany, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of such the Secured Party; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express billbxxx, bill bxxx of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests, interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle, settle and sue sxx for monies due in respect of the Collateral; and (v) generally, to do, at the option of such the Secured Party, and at the ObligorCompany’s expense, at any time, or from time to time, all acts and things which such the Secured Party deems necessary to protect, preserve, preserve and realize upon the Collateral and the Security Interest granted therein in order to effect the intent of this Agreement, the Note, Note and the Transaction Documents Warrants, all as fully and effectually as the Obligor Company might or could do; and the Obligor Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding.