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

Power of Attorney; Further Assurances. (a) The Company authorizes the Collateral Agent, and does hereby make, constitute and appoint the Collateral Agent and its officers, agents, successors or assigns with full power of substitution, as the Company’s true and lawful attorney-in-fact, with power, in the name of the Collateral Agent or the Company, after the occurrence and during the continuance of an Event of Default (as defined in the Notes), (i) to endorse any note, checks, drafts, money orders or other instruments of payment (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 the Collateral Agent; (ii) to sign and endorse any financing statement pursuant to the UCC or any invoice, freight or express bxxx, 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 or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and sxx for monies due in respect of the Collateral; (v) to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generally, at the option of the Collateral Agent, and at the expense 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 the Collateral Agent deems necessary to protect, preserve and realize upon the Collateral and the Security Interests granted therein in order to effect the intent of this Agreement all as fully and effectually as the Company might or could do; and the 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 so long as any obligations secured by the Security Interests shall be outstanding. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, the Collateral Agent 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. (b) On a continuing basis, the Company will make, execute, acknowledge, deliver, file and record, as the case may be, with the proper filing and recording agencies in any jurisdiction, including, without limitation, the State of Delaware or other jurisdiction in which the Company may hereafter become domiciled, all such instruments, and take all such action as may reasonably be deemed necessary or advisable, or as reasonably requested by the Collateral Agent, 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 Collateral Agent the grant or perfection of a perfected security interest in all the Collateral under the UCC. (c) The Company hereby irrevocably appoints the Collateral Agent as the Company’s attorney-in-fact, with full authority in the place and instead of the Company and in the name of the Company, from time to time in the Collateral Agent’s discretion, to take any action permitted under this Agreement and to execute any instrument which the Collateral Agent may reasonably 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, which financing statements may (but need not) describe the Collateral as “all assets” or “all personal property” or words of like import, and ratifies all such actions taken by the Collateral Agent. 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 secured by the Security Interests shall be outstanding.

Power of Attorney; Further Assurances. (a) The Company Obligor authorizes each of the Collateral AgentSecured Parties, and does hereby make, constitute and appoint the Collateral Agent it, and its respective officers, agents, successors or assigns with full power of substitution, as the CompanyObligor’s true and lawful attorney-in-fact, with power, in its own name or in the name of the Collateral Agent or the CompanyObligor, to, after the occurrence and during the continuance of an Event of Default (as defined in the Notes)Default, (i) to endorse any notenotes, checks, drafts, money orders orders, or other instruments of payment (including, without limitation, including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Collateral Agentsuch Secured Party; (ii) to sign and endorse any UCC financing statement pursuant to the UCC or any invoice, freight or express bxxxbill, bxxx 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 sxx sue for monies due in respect of the Collateral; and (v) generally, to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generallydo, at the option of the Collateral Agentsuch Secured Party, and at the expense of the CompanyObligor’s expense, 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 the Collateral Agent such Secured Party deems necessary to protect, preserve preserve, and realize upon the Collateral and the Security Interests Interest granted therein in order to effect the intent of this Agreement Agreement, the Notes, and the Transaction Documents all as fully and effectually as the Company Obligor might or could do; and the Company 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 so the term of this Agreement and thereafter as long as any obligations secured by of the Security Interests Obligations shall be outstanding. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, the Collateral Agent 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. (b) On a continuing basis, the Company Oxxxxxx will make, execute, acknowledge, deliver, file and record, as the case may be, with in the proper filing and recording agencies places in any jurisdiction, including, without limitation, the State of Delaware or other jurisdiction in which the Company may hereafter become domiciledjurisdictions 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 Collateral AgentSecured Parties, 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 Collateral Agent Secured Parties the grant or perfection of a perfected security interest in all the Collateral under the UCCCollateral. (c) The Company Obligor hereby irrevocably appoints each of the Collateral Agent Secured Parties as the Company’s its attorney-in-fact, with full authority in the place and instead stead of the Company Obligor and in the name of the CompanyObligor, from time to time in the Collateral Agentsuch Secured Party’s discretion, to take any action permitted under this Agreement and to execute any instrument which the Collateral Agent such Secured Party may reasonably 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 Obligor where permitted by law, which financing statements may (but need not) describe the Collateral as “all assets” or “all personal property” or words of like import, and ratifies all such actions taken by the Collateral Agent. 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 secured by the Security Interests shall be outstanding.

Power of Attorney; Further Assurances. (a) The Company Debtor authorizes the Collateral AgentSecured Parties, and does hereby make, constitute and appoint the Collateral Agent Secured Parties and its their respective officers, agents, successors or assigns with full power of substitution, as the Company’s such Debtor's true and lawful attorney-in-fact, with power, in the name of the Collateral Agent various Secured Parties or the Companysuch Debtor, to, after the occurrence and during the continuance of an Event of Default (as defined in the Notes)Default, (i) to endorse any note, checks, drafts, money orders or other instruments of payment (including, without limitation, including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Collateral AgentSecured Parties; (ii) to sign and endorse any financing statement pursuant to the UCC or any invoice, freight or express bxxx, 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 or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and sxx for monies due in respect of the Collateral; (v) to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generally, at the option of the Collateral AgentSecured Parties, and at the expense of the CompanyDebtor, 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 the Collateral Agent deems Secured Parties deem necessary to protect, preserve and realize upon the Collateral and the Security Interests Interest granted therein in order to effect the intent of this Agreement and the Notes all as fully and effectually as the Company Debtor might or could do; and the Company 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 so the term of this Agreement and thereafter as long as any obligations secured by of the Security Interests 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 any Debtor is subject or to which any Debtor is a party. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, the Collateral Agent 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. (b) On a continuing basis, the Company Debtor will make, execute, acknowledge, deliver, file and record, as the case may be, with the proper filing and recording agencies in any jurisdiction, including, without limitation, the State of Delaware or other jurisdiction in which the Company may hereafter become domiciledjurisdictions indicated on Schedule C attached hereto, all such instruments, and take all such action as may reasonably be deemed necessary or advisable, or as reasonably requested by the Collateral AgentSecured Parties, 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 Collateral Agent Secured Parties the grant or perfection of a perfected security interest in all the Collateral under the UCC. (c) The Company Debtor hereby irrevocably appoints the Collateral Agent Secured Parties as the Company’s such Debtor's attorney-in-fact, with full authority in the place and instead of the Company such Debtor and in the name of the Companysuch Debtor, from time to time in the Collateral Agent’s Secured Parties' discretion, to take any action permitted under this Agreement and to execute any instrument which the Collateral Agent Secured Parties may reasonably 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 such Debtor where permitted by law, which financing statements may (but need not) describe the Collateral as “"all assets” " or “"all personal property” " or words of like import, and ratifies all such actions taken by the Collateral AgentSecured Parties. 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 secured by the Security Interests Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) The Company Each Debtor authorizes the Collateral AgentSecured Parties, and does hereby make, constitute and appoint the Collateral Agent Secured Parties and its their respective officers, agents, successors or assigns with full power of substitution, as the Companysuch Debtor’s true and lawful attorney-in-fact, with power, in the name of the Collateral Agent various Secured Parties or the Companysuch Debtor, to, after the occurrence and during the continuance of an Event of Default (as defined in the Notes)Default, (i) to endorse any note, checks, drafts, money orders or other instruments of payment (including, without limitation, including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Collateral AgentSecured Parties; (ii) to sign and endorse any financing statement pursuant to the UCC or any invoice, freight or express bxxxxxxx, bxxx 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 at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and sxx xxx for monies due in respect of the Collateral; (v) to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generally, at the option of the Collateral AgentSecured Parties, and at the expense of the CompanyDebtors, 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 the Collateral Agent deems Secured Parties deem necessary to protect, preserve and realize upon the Collateral and the Security Interests Interest granted therein in order to effect the intent of this Agreement Agreement, the Series B Designations, and the Series C Designations all as fully and effectually as the Company Debtors might or could do; and the Company each 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 so the term of this Agreement and thereafter as long as any obligations secured by of the Security Interests 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 any Debtor is subject or to which any Debtor is a party. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, the Collateral Agent 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. (b) On a continuing basis, the Company each Debtor will make, execute, acknowledge, deliver, file and record, as the case may be, with the proper filing and recording agencies in any jurisdiction, including, without limitation, the State of Delaware or other jurisdiction in which the Company may hereafter become domiciledjurisdictions indicated on Schedule E attached hereto, all such instruments, and take all such action as may reasonably be deemed necessary or advisable, or as reasonably requested by the Collateral AgentSecured Parties, 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 Collateral Agent Secured Parties the grant or perfection of a perfected security interest in all the Collateral under the UCC. (c) The Company Each Debtor hereby irrevocably appoints the Collateral Agent Secured Parties as the Companysuch Debtor’s attorney-in-fact, with full authority in the place and instead of the Company such Debtor and in the name of the Companysuch Debtor, from time to time in the Collateral Agent’s Secured Parties’ discretion, to take any action permitted under this Agreement and to execute any instrument which the Collateral Agent Secured Parties may reasonably 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 such Debtor where permitted by law, which financing statements may (but need not) describe the Collateral as “all assets” or “all personal property” or words of like import, and ratifies all such actions taken by the Collateral AgentSecured Parties. 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 secured by the Security Interests Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) The Company authorizes Debtors authorize the Collateral AgentSecured Party, and does hereby make, constitute and appoint the Collateral Agent it, and its respective officers, agents, successors or assigns with full power of substitution, as the Company’s Debtors’ true and lawful attorney-in-fact, with power, in its own name or in the name of the Collateral Agent or the CompanyDebtors, to, after the occurrence and during the continuance of an Event of Default (as defined in the Notes)Default, (i) to endorse any notenotes, checks, drafts, money orders orders, or other instruments of payment (including, without limitation, including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Collateral AgentSecured Party; (ii) to sign and endorse any UCC financing statement pursuant to the UCC or any invoice, freight or express bxxx, 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 or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and sxx for monies due in respect of the Collateral; (v) and generally, to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generallydo, at the option of the Collateral AgentSecured Party, and at the expense of the CompanyDebtors’ expense, 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 the Collateral Agent Secured Party deems necessary to protect, preserve and realize upon the Collateral and the Security Interests Interest granted therein in order to effect the intent of this Agreement Agreement, the Note and the, all as fully and effectually as the Company Debtors might or could do; and the Company Debtors hereby ratifies ratify 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 so the term of this Agreement and thereafter as long as any obligations secured by of the Security Interests Obligations shall be outstanding. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, the Collateral Agent 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. (b) On a continuing basis, the Company Debtors will make, execute, acknowledge, deliver, file and record, as the case may be, with in the proper filing and recording agencies places in any jurisdiction, including, without limitation, the State of Delaware or other jurisdiction in which the Company may hereafter become domiciledjurisdictions 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 Collateral AgentSecured 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 Collateral Agent Secured Party the grant or perfection of a perfected security interest in all the Collateral under the UCCCollateral. (c) The Company Debtors hereby irrevocably appoints appoint the Collateral Agent Secured Party as the Company’s Debtors’ attorney-in-fact, with full authority in the place and instead stead of the Company Debtors and in the name of the CompanyDebtors, from time to time in the Collateral AgentSecured Party’s discretion, to take any action permitted under this Agreement and to execute any instrument which the Collateral Agent Secured Party may reasonably 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 Debtors where permitted by law, which financing statements may (but need not) describe the Collateral as “all assets” or “all personal property” or words of like import, and ratifies all such actions taken by the Collateral Agent. 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 secured by the Security Interests shall be outstanding.

Power of Attorney; Further Assurances. (a) The Company Debtor authorizes the Collateral AgentSecured Party, and does hereby make, constitute and appoint the Collateral Agent Secured Party and its their respective officers, agentsSecured Partys, successors or assigns with full power of substitution, as the Companysuch Debtor’s true and lawful attorney-in-fact, with power, in the name of the Collateral Agent various Secured Party or the Companysuch Debtor, to, after the occurrence and during the continuance of an Event of Default (as defined in the Notes)Default, (i) to endorse any note, checks, drafts, money orders or other instruments of payment (including, without limitation, including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Collateral AgentSecured Party; (ii) to sign and endorse any financing statement pursuant to the UCC or any invoice, freight or express bxxxxxxx, bxxx 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 or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and sxx xxx for monies due in respect of the Collateral; (v) to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generally, at the option of the Collateral AgentSecured Party, and at the expense of the CompanyDebtor, 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 the Collateral Agent deems Secured Party deem necessary to protect, preserve and realize upon the Collateral and the Security Interests Interest granted therein in order to effect the intent of this Agreement and the Loan Documents all as fully and effectually as the Company Debtor might or could do; and the Company 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 so the term of this Agreement and thereafter as long as any obligations secured by of the Security Interests 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 any Debtor is subject or to which any Debtor is a party. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, the Collateral Agent 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. (b) On a continuing basis, the Company Debtor will make, execute, acknowledge, deliver, file and record, as the case may be, with the proper filing and recording agencies in any jurisdiction, including, without limitation, the State of Delaware or other jurisdiction in which the Company may hereafter become domiciled, all such instruments, and take all such action as may reasonably be deemed necessary or advisable, or as reasonably requested by the Collateral AgentSecured 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 Collateral Agent Secured Party the grant or perfection of a perfected security interest in all the Collateral under the UCC. (c) The Company Debtor hereby irrevocably appoints the Collateral Agent Secured Party as the Companysuch Debtor’s attorney-in-fact, with full authority in the place and instead of the Company such Debtor and in the name of the Companysuch Debtor, from time to time in the Collateral Agent’s Secured Party’ discretion, to take any action permitted under this Agreement and to execute any instrument which the Collateral Agent Secured Party may reasonably 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 such Debtor where permitted by law, which financing statements may (but need not) describe the Collateral as “all assets” or “all personal property” or words of like import, and ratifies all such actions taken by the Collateral AgentSecured Party. 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 secured by the Security Interests Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) The Company Viking authorizes the Collateral AgentCamber, and does hereby make, constitute and appoint the Collateral Agent Camber and its officers, agents, successors or assigns with full power of substitution, as the CompanyViking’s true and lawful attorney-in-fact, with power, in the name of the Collateral Agent Camber or the CompanyViking, to, after the occurrence and during the continuance of an Event of Default (as defined in the Notes)Default, (i) to endorse any note, checks, drafts, money orders or other instruments of payment (including, without limitation, including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Collateral AgentCamber; (ii) to sign and endorse any financing statement pursuant to the UCC or any invoice, freight or express bxxxxxxx, bxxx 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 at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and sxx xxx for monies due in respect of the Collateral; (v) to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generally, at the option of the Collateral AgentCamber, and at the expense of the CompanyViking, 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 the Collateral Agent deems Camber deem necessary to protect, preserve and realize upon the Collateral and the Security Interests granted therein in order to effect the intent of this Agreement and the Acquisition Note all as fully and effectually as the Company Viking might or could do; and the Company Viking 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 so the term of this Agreement and thereafter as long as any obligations secured by of the Security Interests Secured Obligations shall be outstanding. Without limiting The designation set forth herein shall be deemed to amend and supersede any inconsistent provision in the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, the Collateral Agent is specifically authorized to execute and file any applications for or instruments of transfer and assignment of any patents, trademarks, copyrights Organizational Documents or other Intellectual Property with the United States Patent and Trademark Office and the United States Copyright Officedocuments or agreements to which Viking is subject or to which Viking is a party. (b) On a continuing basis, the Company Viking will make, execute, acknowledge, deliver, file and record, as the case may be, with the proper filing and recording agencies in any jurisdiction, including, without limitation, the State of Delaware or other jurisdiction in which the Company may hereafter become domiciledNevada, all such instruments, and take all such action as may reasonably be deemed necessary or advisable, or as reasonably requested by the Collateral AgentCamber, to perfect and maintain the Security Interest Interests granted hereunder and otherwise to carry out the intent and purposes of this Agreement, or for assuring and confirming to the Collateral Agent Camber the grant or perfection of a perfected security interest in all the Collateral under the UCC. (c) The Company Viking hereby irrevocably appoints the Collateral Agent Camber as the CompanyViking’s attorney-in-fact, with full authority in the place place, and instead instead, of the Company Viking and in the name of the CompanyViking, from time to time in the Collateral Agent’s Camber’ discretion, to take any action permitted under this Agreement and to execute any instrument which the Collateral Agent Camber may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including the filing, in its their 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 Viking where permitted by law, which financing statements may (but need not) describe the Collateral as “all assets” or “all personal property” or words of like import, and ratifies all such actions taken by the Collateral AgentCamber. 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 secured by the Security Interests Secured Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) The Company Subject only to the rights of the Existing Secured Parties under the Existing Security Agreement, each Debtor authorizes the Collateral Agent, and does hereby make, constitute and appoint the Collateral Agent and its officers, agents, successors or assigns with full power of substitution, as the Companysuch Debtor’s true and lawful attorney-in-fact, with power, in the name of the Collateral Agent or the Companysuch Debtor, to, after the occurrence and during the continuance of an Event of Default (as defined in the Notes)Default, (i) to endorse any note, checks, drafts, money orders or other instruments of payment (including, without limitation, including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Collateral Agent; (ii) to sign and endorse any financing statement pursuant to the UCC or any invoice, freight or express bxxxxxxx, bxxx 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 at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and sxx xxx for monies due in respect of the Collateral; (v) to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generally, at the option of the Collateral Agent, and at the expense of the CompanyDebtors, 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 the Collateral Agent deems necessary to protect, preserve and realize upon the Collateral and the Security Interests granted therein in order to effect the intent of this Agreement and the Debentures all as fully and effectually as the Company Debtors might or could do; and the Company each 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 so the term of this Agreement and thereafter as long as any obligations secured by of the Security Interests 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 any Debtor is subject or to which any Debtor is a party. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, the Collateral Agent 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. (b) On a continuing basis, the Company each Debtor will make, execute, acknowledge, deliver, file and record, as the case may be, with the proper filing and recording agencies in any jurisdiction, including, without limitation, the State of Delaware or other jurisdiction in which the Company may hereafter become domiciledjurisdictions indicated on Schedule C attached hereto, all such instruments, and take all such action as may reasonably be deemed necessary or advisable, or as reasonably requested by the Collateral Agent, to perfect the Security Interest Interests granted hereunder and otherwise to carry out the intent and purposes of this Agreement, or for assuring and confirming to the Collateral Agent the grant or perfection of a perfected security interest in all the Collateral under the UCC. (c) The Company Each Debtor hereby irrevocably appoints the Collateral Agent as the Companysuch Debtor’s attorney-in-fact, with full authority in the place and instead of the Company such Debtor and in the name of the Companysuch Debtor, from time to time in the Collateral Agent’s discretion, to take any action permitted under this Agreement and to execute any instrument which the Collateral Agent may reasonably 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 such Debtor where permitted by law, which financing statements may (but need not) describe the Collateral as “all assets” or “all personal property” or words of like import, and ratifies all such actions taken by the Collateral Agent. 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 secured by the Security Interests Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) The Company Each Debtor authorizes the Collateral AgentSecured Parties, and does hereby make, constitute and appoint the Collateral Agent it, and its respective officers, agents, successors or assigns with full power of substitution, as the Company’s Debtors' true and lawful attorney-in-fact, with power, in its own name or in the name of the Collateral Agent or the CompanyDebtors, to, after the occurrence and during the continuance of an Event of Default (as defined in the Notes)Default, (i) to endorse any notenotes, checks, drafts, money orders orders, or other instruments of payment (including, without limitation, including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Collateral AgentSecured Parties; (ii) to sign and endorse any financing statement pursuant to the UCC or any invoice, freight or express bxxxbill, bxxx bill of lading, storage or warehouse receipts, drafts against debtorsxxxxnsx xebtors, 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 sxx sue 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, xx do, at the option of the Collateral AgentSecured Parties, and at the expense of the CompanyDebtors' expense, 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 the Collateral Agent Secured Parties deems necessary to protect, preserve and realize upon the Collateral and the Security Interests granted therein in order to effect the intent of this Agreement, the Securities and the IP Security Agreement all as fully and effectually as the Company Debtors might or could do; and the Company each 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 so the term of this Agreement and thereafter as long as any obligations secured by of the Security Interests Obligations shall be outstanding. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, the Collateral Agent 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. (b) On a continuing basis, the Company each Debtor will make, execute, acknowledge, deliver, file and record, as the case may be, with the proper filing and recording agencies in any jurisdiction, including, without limitation, the State of Delaware or other jurisdiction in which the Company may hereafter become domiciledjurisdictions 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 Collateral AgentSecured Parties, to perfect the Security Interest Interests granted hereunder and otherwise to carry out the intent and purposes of this Agreement, or for assuring and confirming to the Collateral Agent Secured Parties the grant or perfection of a perfected security interest Security Interests in all the Collateral under the UCCUCC having the priority set forth in this Agreement. In furtherance thereof, each Debtor hereby irrevocably authorizes Agent at any time and from time to time to file in any UCC filing office any initial financing statements and amendments thereto that (A) indicate the Collateral (1) as all assets of such Debtor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC or such jurisdiction, or (2) as being of an equal or lesser scope or with greater detail, and (B) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (1) whether such Debtor is an organization, the type of organization and any organization identification number issued to such Debtor, and (2) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Each Debtor agrees to furnish any such information to Agent promptly upon request. Each Debtor also ratifies its authorization for Agent to have filed in any UCC filing office any initial financing statements or amendments thereto if filed prior to the date hereof. (c) The Company Each Debtor hereby irrevocably appoints the Collateral Agent Secured Parties as the Company’s such Debtor's attorney-in-fact, with full authority in the place and instead stead of the Company such Debtor and in the name of the Companysuch Debtor, from time to time in the Collateral Agent’s Secured Parties' discretion, to take any action permitted under this Agreement and to execute any instrument which the Collateral Agent Secured Parties may reasonably 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 such Debtor where permitted by law, which financing statements may (but need not) describe the Collateral as “all assets” or “all personal property” or words of like import, and ratifies all such actions taken by the Collateral Agent. 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 secured by the Security Interests shall be outstanding.

Power of Attorney; Further Assurances. (a) The Company Each Debtor authorizes the Collateral AgentSecured Parties, and does hereby make, constitute and appoint the Collateral Agent Secured Parties and its their respective officers, agents, successors or assigns with full power of substitution, as the Companysuch Debtor’s true and lawful attorney-in-fact, with power, in the name of the Collateral Agent various Secured Parties or the Companysuch Debtor, to, after the occurrence and during the continuance of an Event of Default (as defined in the Notes)Default, (i) to endorse any note, checks, drafts, money orders or other instruments of payment (including, without limitation, including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Collateral AgentSecured Parties; (ii) to sign and endorse any financing statement pursuant to the UCC or any invoice, freight or express bxxxxxxx, bxxx 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 at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and sxx xxx for monies due in respect of the Collateral; (v) to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generally, at the option of the Collateral AgentSecured Parties, and at the expense of the CompanyDebtors, 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 the Collateral Agent deems Secured Parties deem necessary to protect, preserve and realize upon the Collateral and the Security Interests Interest granted therein in order to effect the intent of this Agreement and the Debentures all as fully and effectually as the Company Debtors might or could do; and the Company each 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 so the term of this Agreement and thereafter as long as any obligations secured by of the Security Interests 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 any Debtor is subject or to which any Debtor is a party. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, the Collateral Agent 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. (b) On a continuing basis, the Company each Debtor will make, execute, acknowledge, deliver, file and record, as the case may be, with the proper filing and recording agencies in any jurisdiction, including, without limitation, the State of Delaware or other jurisdiction in which the Company may hereafter become domiciledjurisdictions indicated on Schedule C attached hereto, all such instruments, and take all such action as may reasonably be deemed necessary or advisable, or as reasonably requested by the Collateral AgentSecured Parties, 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 Collateral Agent Secured Parties the grant or perfection of a perfected security interest in all the Collateral under the UCC. (c) The Company Each Debtor hereby irrevocably appoints the Collateral Agent Secured Parties as the Companysuch Debtor’s attorney-in-fact, with full authority in the place and instead of the Company such Debtor and in the name of the Companysuch Debtor, from time to time in the Collateral Agent’s Secured Parties’ discretion, to take any action permitted under this Agreement and to execute any instrument which the Collateral Agent Secured Parties may reasonably deem necessary or advisable to accomplish perfect the purposes Security Interests granted pursuant to the terms 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 such Debtor where permitted by law, which financing statements may (but need not) describe the Collateral as “all assets” or “all personal property” or words of like import, and ratifies all such actions taken by the Collateral AgentSecured Parties. 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 secured by the Security Interests Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) The Company Each Obligor authorizes the Collateral Agent, and does hereby make, constitute and appoint the Collateral Agent and its respective officers, agents, successors or assigns with full power of substitution, as the Companysuch Obligor’s true and lawful attorney-in-fact, with power, in the name of the Collateral Agent or the Companysuch Obligor, after the occurrence and during the continuance of an Event of Default (as defined in the Notes)Default, (i) to endorse any note, checks, drafts, money orders or other instruments of payment (including, without limitation, including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Collateral Agent; Secured Party, (ii) to sign and endorse any financing statement pursuant to the UCC or any invoice, freight or express bxxxxxxx, bxxx xxxx of lading, storage or warehouse receipts, drafts against debtorsObligors, 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 sxx xxx for monies due in respect of the Collateral; Collateral and (v) generally, to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generallydo, at the option of the Collateral Agent, and at the expense of the Companysuch Obligor, 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 things, including without limitation, to sell, transfer, lease, license, pledge, make any agreement with respect to or otherwise deal with the Collateral, which the Collateral Agent deems reasonably necessary to protect, preserve and realize upon the Collateral and the Security Interests Interest granted therein herein in order to effect the intent of this Agreement, the Financing Agreement and the Notes all as fully and effectually as the Company such Obligor might or could do; and the Company such 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 so the term of this Agreement and thereafter as long as any obligations secured by of the Security Interests Obligations shall be outstanding. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, the Collateral Agent 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. (b) On a continuing basis, the Company each Obligor will make, execute, acknowledge, deliver, file and record, as the case may be, with the proper filing and recording agencies in any jurisdiction, including, without limitation, the State of Delaware or other jurisdiction in which the Company may hereafter become domiciledjurisdictions 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 Collateral Agent, 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 Collateral Agent the grant or perfection of a perfected first priority security interest in all the Collateral under the UCCUCC (except for the Permitted Liens). (c) The Company Each Obligor hereby irrevocably appoints the Collateral Agent as the Companysuch Obligor’s attorney-in-fact, with full authority in the place and instead stead of the Company such Obligor and in the name of the Companysuch Obligor, from time to time in the Collateral Agent’s discretion, to take any action permitted under this Agreement and to execute any instrument which the Collateral Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including the filingfile, 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 such Obligor where permitted by law, which financing statements may (but need not) describe the Collateral as “all assets” or “all personal property” or words of like import, and ratifies all such actions taken by the Collateral Agent. 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 secured by the Security Interests shall be outstanding.

Power of Attorney; Further Assurances. (a) The Company Each Debtor authorizes the Collateral AgentRequired Holders, and the Agent acting pursuant to the written instructions of the Required Holders, and does hereby make, constitute and appoint the Collateral Agent Agent, acting on behalf of and its pursuant to the written instructions of the Required Holders, and each of the Agent’s officers, agents, successors or assigns with full power of substitution, as the Companysuch Debtor’s true and lawful attorney-in-fact, with power, in the name of the Collateral Required Holders, the Agent or the Companysuch Debtor, after the occurrence and during the continuance of an Event of Default (as defined in the Notes)Default, (i) to endorse any note, checks, drafts, money orders or other instruments of payment (including, without limitation, including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Collateral AgentSecured Party; (ii) to sign and endorse any financing statement pursuant to the UCC or any invoice, freight or express bxxx, 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 or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and sxx for monies due in respect of the Collateral; and (v) generally, to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generallydo, at the option of the Collateral AgentRequired Holders, and at the expense of the CompanyDebtors, 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 the Collateral Required Holders or the Agent deems acting on their behalf, deem necessary to protect, preserve and realize upon the Collateral and the Security Interests Interest granted therein in order to effect the intent of this Agreement and the Debentures all as fully and effectually as the Company Debtors might or could do; and the Company each 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 so the term of this Agreement and thereafter as long as any obligations secured by of the Security Interests Obligations shall be outstanding. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, the Collateral Agent 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. (b) On a continuing basis, the Company each Debtor will make, execute, acknowledge, deliver, file and record, as the case may be, with the proper filing and recording agencies in any jurisdiction, including, without limitation, the State of Delaware or other jurisdiction in which the Company may hereafter become domiciled, all such instruments, and take all such action as may reasonably be deemed necessary or advisable, or as reasonably requested by the Collateral Agent, 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 Collateral Agent Required Holders the grant or perfection of a perfected first priority security interest in all the Collateral under the UCC. (c) The Company Each Debtor hereby irrevocably appoints the Collateral Required Holders and the Agent acting on their behalf, as the CompanyDebtor’s attorney-in-fact, with full authority in the place and instead of the Company Debtor and in the name of the CompanyDebtor, from time to time in the Collateral Required Holders’ or the Agent’s discretion, to take any action permitted under this Agreement and to execute any instrument which the Collateral Required Holders or the Agent may reasonably 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 such Debtor where permitted by law, which financing statements may (but need not) describe the Collateral as “all assets” or “all personal property” or words of like import, and ratifies all such actions taken by the Collateral Agent. 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 secured by the Security Interests shall be outstanding.

Power of Attorney; Further Assurances. (a) The Company Each Debtor authorizes the Collateral AgentSecured Parties, and does hereby make, constitute and appoint the Collateral Agent Secured Parties and its their respective officers, agents, successors or assigns with full power of substitution, as the Company’s such Debtor's true and lawful attorney-in-fact, with power, in the name of the Collateral Agent various Secured Parties or the Companysuch Debtor, to, after the occurrence and during the continuance of an Event of Default (as defined in the Notes)Default, (i) to endorse any note, checks, drafts, money orders or other instruments of payment (including, without limitation, including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Collateral AgentSecured Parties; (ii) to sign and endorse any financing statement pursuant to the UCC or any invoice, freight or express bxxxbill, bxxx bill of lading, storage or warehouse receipts, drafts against debtorsxxxxnsx xxbtors, 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 sxx sue for monies due in respect of the Collateral; (v) to transfer tranxxxr any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generally, at the option of the Collateral AgentSecured Parties, and at the expense of the CompanyDebtors, 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 the Collateral Agent deems Secured Parties deem necessary to protect, preserve and realize upon the Collateral and the Security Interests Interest granted therein in order to effect the intent of this Agreement and the Debentures all as fully and effectually as the Company Debtors might or could do; and the Company each 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 so the term of this Agreement and thereafter as long as any obligations secured by of the Security Interests 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 any Debtor is subject or to which any Debtor is a party. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, the Collateral Agent 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. (b) On a continuing basis, the Company each Debtor will make, execute, acknowledge, deliver, file and record, as the case may be, with the proper filing and recording agencies in any jurisdiction, including, without limitation, the State of Delaware or other jurisdiction in which the Company may hereafter become domiciledjurisdictions indicated on Schedule C attached hereto, all such instruments, and take all such action as may reasonably be deemed necessary or advisable, or as reasonably requested by the Collateral AgentSecured Parties, 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 Collateral Agent Secured Parties the grant or perfection of a perfected security interest in all the Collateral under the UCC. (c) The Company Each Debtor hereby irrevocably appoints the Collateral Agent Secured Parties as the Company’s such Debtor's attorney-in-fact, with full authority in the place and instead of the Company such Debtor and in the name of the Companysuch Debtor, from time to time in the Collateral Agent’s Secured Parties' discretion, to take any action permitted under this Agreement and to execute any instrument which the Collateral Agent Secured Parties may reasonably 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 such Debtor where permitted by law, which financing statements may (but need not) describe the Collateral as “"all assets” " or “"all personal property” " or words of like import, and ratifies all such actions taken by the Collateral AgentSecured Parties. 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 secured by the Security Interests Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) The Company Each Debtor authorizes the Collateral AgentSecured Parties, and does hereby make, constitute and appoint the Collateral Agent Secured Parties and its their officers, agents, successors or assigns with full power of substitution, as the Companysuch Debtor’s true and lawful attorney-in-fact, with power, in the name of the Collateral Agent Secured Parties or the Companysuch Debtor, to, after the occurrence and during the continuance of an Event of Default (as defined in the Notes)Default, (i) to endorse any note, checks, drafts, money orders or other instruments of payment (including, without limitation, including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Collateral AgentSecured Parties; (ii) to sign and endorse any financing statement pursuant to the UCC or any invoice, freight or express bxxxxxxx, bxxx 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 at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and sxx xxx for monies due in respect of the Collateral; (v) to transfer any Intellectual Property that is part of the Collateral or provide licenses respecting any such Intellectual Property; and (vi) generally, at the option of the Collateral AgentSecured Parties, and at the expense of the CompanyDebtors, 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 the Collateral Agent Secured Parties deems necessary to protect, preserve and realize upon the Collateral and the Security Interests granted therein in order to effect the intent of this Agreement Agreement, the Certificate of Designations, and NACD Common Shares (or as applicable subsequent to the exchange pursuant to Section 2.5 of the Purchase Agreement, the Preferred Shares or the Notes), all as fully and effectually as the Company Debtors might or could do; and the Company each 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 so the term of this Agreement and thereafter as long as any obligations secured by of the Security Interests Secured Obligations shall be outstanding. The designation set forth herein shall be deemed to supersede any inconsistent provision in other documents or agreements to which any Debtor is subject or to which any Debtor is a party. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, the Collateral Agent 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 that is part of the Collateral with the United States Patent and Trademark Office and the United States Copyright Office. (b) On a continuing basis, the Company each Debtor will make, execute, acknowledge, deliver, file and record, as the case may be, with the proper filing and recording agencies in any jurisdiction, including, without limitation, the State of Delaware or other jurisdiction in which the Company may hereafter become domiciledjurisdictions indicated on Schedule C attached hereto, all such instruments, and take all such action as may reasonably be deemed necessary or advisable, or as reasonably requested by the Collateral AgentSecured Parties, to perfect the Security Interest Interests granted hereunder and otherwise to carry out the intent and purposes of this Agreement, or for assuring and confirming to the Collateral Agent Secured Parties the grant or perfection of a perfected security interest in all the Collateral under the UCC. (c) The Company Each Debtor hereby irrevocably appoints the Collateral Agent Secured Parties as the Companysuch Debtor’s attorney-in-fact, with full authority in the place and instead of the Company such Debtor and in the name of the Companysuch Debtor, from time to time in the Collateral Agent’s Secured Parties’ discretion, to take any action permitted under this Agreement and to execute any instrument which the Collateral Agent Secured Parties may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including the filing, in its their 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 such Debtor where permitted by law, which financing statements may (but need not) describe the Collateral Assets as “all assets” or “all personal property” or words of like import, and ratifies all such actions taken by the Collateral AgentSecured Parties. 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 secured by the Security Interests Secured Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) The Company Each Debtor authorizes the Collateral AgentSecured Parties, and does hereby make, constitute and appoint the Collateral Agent Secured Parties and its their respective officers, agents, successors or assigns with full power of substitution, as the Company’s such Debtor's true and lawful attorney-in-fact, with power, in the name of the Collateral Agent various Secured Parties or the Companysuch Debtor, to, after the occurrence and during the continuance of an Event of Default (as defined in the Notes)Default, (i) to endorse any note, checks, drafts, money orders or other instruments of payment (including, without limitation, including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Collateral AgentSecured Parties; (ii) to sign and endorse any financing statement pursuant to the UCC or any invoice, freight or express bxxxbill, bxxx bill of lading, storage or warehouse receipts, drafts against agxxxxt 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 sxx sue for monies due in respect of the Collateral; (v) to transfer traxxxer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generally, at the option of the Collateral AgentSecured Parties, and at the expense of the CompanyDebtors, 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 the Collateral Agent deems Secured Parties deem necessary to protect, preserve and realize upon the Collateral and the Security Interests Interest granted therein in order to effect the intent of this Agreement and the Debentures all as fully and effectually as the Company Debtors might or could do; and the Company each 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 so the term of this Agreement and thereafter as long as any obligations secured by of the Security Interests 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 any Debtor is subject or to which any Debtor is a party. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, the Collateral Agent 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. (b) On a continuing basis, the Company each Debtor will make, execute, acknowledge, deliver, file and record, as the case may be, with the proper filing and recording agencies in any jurisdiction, including, without limitation, the State of Delaware or other jurisdiction in which the Company may hereafter become domiciledjurisdictions indicated on SCHEDULE C attached hereto, all such instruments, and take all such action as may reasonably be deemed necessary or advisable, or as reasonably requested by the Collateral AgentSecured Parties, 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 Collateral Agent Secured Parties the grant or perfection of a perfected security interest in all the Collateral under the UCC. (c) The Company Each Debtor hereby irrevocably appoints the Collateral Agent Secured Parties as the Company’s such Debtor's attorney-in-fact, with full authority in the place and instead of the Company such Debtor and in the name of the Companysuch Debtor, from time to time in the Collateral Agent’s Secured Parties' discretion, to take any action permitted under this Agreement and to execute any instrument which the Collateral Agent Secured Parties may reasonably 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 such Debtor where permitted by law, which financing statements may (but need not) describe the Collateral as “"all assets” " or “"all personal property” " or words of like import, and ratifies all such actions taken by the Collateral AgentSecured Parties. 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 secured by the Security Interests Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) The Company Each Debtor authorizes the Collateral AgentSecured Parties, and does hereby make, constitute and appoint the Collateral Agent Secured Parties and its their respective officers, agents, successors or assigns with full power of substitution, as the Company’s such Debtor's true and lawful attorney-in-fact, with power, in the name of the Collateral Agent various Secured Parties or the Companysuch Debtor, to, after the occurrence and during the continuance of an Event of Default (as defined in the Notes)Default, (i) to endorse any note, checks, drafts, money orders or other instruments of payment (including, without limitation, including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Collateral AgentSecured Parties; (ii) to sign and endorse any financing statement pursuant to the UCC or any invoice, freight or express bxxxxxxx, bxxx 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 at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and sxx xxx for monies due in respect of the Collateral; (v) to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generally, at the option of the Collateral AgentSecured Parties, and at the expense of the CompanyDebtors, 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 the Collateral Agent deems Secured Parties deem necessary to protect, preserve and realize upon the Collateral and the Security Interests Interest granted therein in order to effect the intent of this Agreement and the Debentures all as fully and effectually as the Company Debtors might or could do; and the Company each 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 so the term of this Agreement and thereafter as long as any obligations secured by of the Security Interests 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 any Debtor is subject or to which any Debtor is a party.Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, the Collateral Agent 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. (b) On a continuing basis, the Company each Debtor will make, execute, acknowledge, deliver, file and record, as the case may be, with the proper filing and recording agencies in any jurisdiction, including, without limitation, the State of Delaware or other jurisdiction in which the Company may hereafter become domiciledjurisdictions indicated on Schedule C attached hereto, all such instruments, and take all such action as may reasonably be deemed necessary or advisable, or as reasonably requested by the Collateral AgentSecured Parties, 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 Collateral Agent Secured Parties the grant or perfection of a perfected security interest in all the Collateral under the UCC. (c) The Company Each Debtor hereby irrevocably appoints the Collateral Agent Secured Parties as the Company’s such Debtor's attorney-in-fact, with full authority in the place and instead of the Company such Debtor and in the name of the Companysuch Debtor, from time to time in the Collateral Agent’s Secured Parties' discretion, to take any action permitted under this Agreement and to execute any instrument which the Collateral Agent Secured Parties may reasonably 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 such Debtor where permitted by law, which financing statements may (but need not) describe the Collateral as “"all assets” " or “"all personal property” " or words of like import, and ratifies all such actions taken by the Collateral AgentSecured Parties. 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 secured by the Security Interests Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) The Company Each Debtor authorizes the Collateral AgentSecured Party, and does hereby make, constitute and appoint the Collateral Agent Secured Party and its officers, agents, successors or assigns with full power of substitution, as the Companysuch Debtor’s true and lawful attorney-in-fact, with power, in the name of the Collateral Agent Secured Party or the Companysuch Debtor, to, after the occurrence and during the continuance of an Event of Default (as defined in the Notes)Default, (i) to endorse any note, checks, drafts, money orders or other instruments of payment (including, without limitation, including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Collateral AgentSecured Party; (ii) to sign and endorse any financing statement pursuant to the UCC or any invoice, freight or express bxxxxxxx, bxxx 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 at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and sxx xxx for monies due in respect of the Collateral; (v) to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generally, at the option of the Collateral AgentSecured Party, and at the expense of the CompanyDebtors, 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 the Collateral Agent Secured Party deems necessary to protect, preserve and realize upon the Collateral and the Security Interests granted therein in order to effect the intent of this Agreement and the Notes all as fully and effectually as the Company Debtors might or could do, including, without limitation, the filing, in its sole discretion, of one or more financing or continuation statements and amendments thereto, relative to any of the Collateral, which financing statements may (but need not) describe the Collateral as “all assets” or “all personal property” or words of like import; and the Company each 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 so the term of this Agreement and thereafter as long as any obligations secured by of the Security Interests 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 any Debtor is subject or to which any Debtor is a party. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, the Collateral Agent 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. (b) On a continuing basis, the Company each Debtor will make, execute, acknowledge, deliver, file and record, as the case may be, with the proper filing and recording agencies in any jurisdiction, including, without limitation, the State of Delaware or other jurisdiction in which the Company may hereafter become domiciled, all such instruments, and take all such action as may reasonably be deemed necessary or advisable, or as reasonably requested by the Collateral AgentSecured Party, to perfect the Security Interest Interests granted hereunder and otherwise to carry out the intent and purposes of this Agreement, or for assuring and confirming to the Collateral Agent Secured Party the grant or perfection of a perfected security interest in all the Collateral under the UCC. (c) The Company hereby irrevocably appoints the Collateral Agent as the Company’s attorney-in-fact, with full authority in the place and instead of the Company and in the name of the Company, from time to time in the Collateral Agent’s discretion, to take any action permitted under this Agreement and to execute any instrument which the Collateral Agent may reasonably 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, which financing statements may (but need not) describe the Collateral as “all assets” or “all personal property” or words of like import, and ratifies all such actions taken by the Collateral Agent. 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 secured by the Security Interests shall be outstanding.

Power of Attorney; Further Assurances. (a) The Company Each Debtor authorizes the Collateral Agent, on behalf of the Secured Parties, and does hereby make, constitute and appoint the Collateral Agent Agent, on behalf of the Secured Parties, and its officers, agents, successors or assigns with full power of substitution, as the Company’s such Debtor's true and lawful attorney-in-fact, with power, in the name of the Collateral Agent or the Companysuch Debtor, to, after the occurrence and during the continuance of an Event of Default (as defined in the Notes)Default, (i) to endorse any note, checks, drafts, money orders or other instruments of payment (including, without limitation, including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Collateral Agent; (ii) to sign and endorse any financing statement pursuant to the UCC or any invoice, freight or express bxxxxxxx, bxxx 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 at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and sxx xxx for monies due in respect of the Collateral; (v) to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generally, at the option of the Collateral Agent, and at the expense of the CompanyDebtors, 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 the Collateral Agent deems necessary to protect, preserve and realize upon the Collateral and the Security Interests granted therein in order to effect the intent of this Agreement and the Debentures all as fully and effectually as the Company Debtors might or could do; and the Company each 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 so the term of this Agreement and thereafter as long as any obligations secured by of the Security Interests 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 any Debtor is subject or to which any Debtor is a party. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, the Collateral Agent 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. (b) On a continuing basis, the Company each Debtor will make, execute, acknowledge, deliver, file and record, as the case may be, with the proper filing and recording agencies in any jurisdiction, including, without limitation, the State of Delaware or other jurisdiction in which the Company may hereafter become domiciledjurisdictions indicated on Schedule C attached hereto, all such instruments, and take all such action as may reasonably be deemed necessary or advisable, or as reasonably requested by the Collateral Agent, to perfect the Security Interest Interests granted hereunder and otherwise to carry out the intent and purposes of this Agreement, or for assuring and confirming to the Collateral Agent the grant or perfection of a perfected security interest in all the Collateral under the UCC. (c) The Company Each Debtor hereby irrevocably appoints the Collateral Agent as the Company’s such Debtor's attorney-in-fact, with full authority in the place and instead of the Company such Debtor and in the name of the Companysuch Debtor, from time to time in the Collateral Agent’s 's discretion, to take any action permitted under this Agreement and to execute any instrument which the Collateral Agent may reasonably 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 such Debtor where permitted by law, which financing statements may (but need not) describe the Collateral as “"all assets” " or “"all personal property” " or words of like import, and ratifies all such actions taken by the Collateral Agent. 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 secured by the Security Interests Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) The Company authorizes the Collateral AgentSecured Party, and does hereby make, constitute and appoint the Collateral Agent it, and its respective officers, agents, successors or assigns with full power of substitution, as the Company’s true and lawful attorney-in-fact, with power, in its own name or in the name of the Collateral Agent or the Company, to, after the occurrence and during the continuance of an Event of Default (that has not been cured as defined provided for herein and in the Notes)other agreements related to this transaction, (i) to endorse any notenotes, checks, drafts, money orders orders, or other instruments of payment (including, without limitation, including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Collateral AgentSecured Party; (ii) to sign and endorse any UCC financing statement pursuant to the UCC or any invoice, freight or express bxxxxxxx, bxxx 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 at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and sxx xxx for monies due in respect of the Collateral; (v) and generally, to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generallydo, at the option of the Collateral AgentSecured Party, and at the expense of the Company’s expense, 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 the Collateral Agent Secured Party deems necessary to protect, preserve and realize upon the Collateral and the Security Interests Interest granted therein in order to effect the intent of this Agreement Agreement, the Notes, all as fully and effectually as the Company might or could do; and the 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 so the term of this Agreement and thereafter as long as any obligations secured by of the Security Interests Obligations shall be outstanding. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, the Collateral Agent 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. (b) On a continuing basis, the Company will make, execute, acknowledge, deliver, file and record, as the case may be, with in the proper filing and recording agencies places in any jurisdiction, including, without limitation, the State of Delaware or other jurisdiction in which the Company may hereafter become domiciledjurisdictions 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 Collateral AgentSecured 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 Collateral Agent Secured Party the grant or perfection of a perfected security interest in all the Collateral under the UCCCollateral. (c) The After the occurrence and during the continuance of an Event of Default that has not been cured as provided for herein and in other agreements related to this transaction, the Company hereby irrevocably appoints the Collateral Agent Secured Party as the Company’s attorney-in-fact, with full authority in the place and instead stead of the Company and in the name of the Company, from time to time in the Collateral AgentSecured Party’s discretion, to take any action permitted under this Agreement and to execute any instrument which the Collateral Agent Secured Party may reasonably 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, which financing statements may (but need not) describe the Collateral as “all assets” or “all personal property” or words of like import, and ratifies all such actions taken by the Collateral Agent. 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 secured by the Security Interests shall be outstanding.

Power of Attorney; Further Assurances. (a) The Company Each Debtor authorizes the Collateral AgentSecured Parties, and does hereby make, constitute and appoint the Collateral Agent Secured Parties and its their respective officers, agents, successors or assigns with full power of substitution, as the Company’s such Debtor's true and lawful attorney-in-fact, with power, in the name of the Collateral Agent various Secured Parties or the Companysuch Debtor, to, after the occurrence and during the continuance of an Event of Default (as defined in the Notes)Default, (i) to endorse any note, checks, drafts, money orders or other instruments of payment (including, without limitation, including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Collateral AgentSecured Parties; (ii) to sign and endorse any financing statement pursuant to the UCC or any invoice, freight or express bxxxbill, bxxx bill of lading, storage xxorage 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 sxx sue for monies due in respect of the Collateral; (v) to transfer traxxxer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generally, at the option of the Collateral AgentSecured Parties, and at the expense of the CompanyDebtors, 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 the Collateral Agent deems Secured Parties deem necessary to protect, preserve and realize upon the Collateral and the Security Interests Interest granted therein in order to effect the intent of this Agreement and the Debentures all as fully and effectually as the Company Debtors might or could do; and the Company each 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 so the term of this Agreement and thereafter as long as any obligations secured by of the Security Interests 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 any Debtor is subject or to which any Debtor is a party. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, the Collateral Agent 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. (b) On a continuing basis, the Company each Debtor will make, execute, acknowledge, deliver, file and record, as the case may be, with the proper filing and recording agencies in any jurisdiction, including, without limitation, the State of Delaware or other jurisdiction in which the Company may hereafter become domiciledjurisdictions indicated on Schedule C attached hereto, all such instruments, and take all such action as may reasonably be deemed necessary or advisable, or as reasonably requested by the Collateral AgentSecured Parties, 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 Collateral Agent Secured Parties the grant or perfection of a perfected security interest in all the Collateral under the UCC. (c) The Company Each Debtor hereby irrevocably appoints the Collateral Agent Secured Parties as the Company’s such Debtor's attorney-in-fact, with full authority in the place and instead of the Company such Debtor and in the name of the Companysuch Debtor, from time to time in the Collateral Agent’s Secured Parties' discretion, to take any action permitted under this Agreement and to execute any instrument which the Collateral Agent Secured Parties may reasonably 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 such Debtor where permitted by law, which financing statements may (but need not) describe the Collateral as “"all assets” " or “"all personal property” " or words of like import, and ratifies all such actions taken by the Collateral AgentSecured Parties. 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 secured by the Security Interests Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) The Company Each Debtor authorizes the Collateral AgentSecured Parties, and does hereby make, constitute and appoint the Collateral Agent Secured Parties and its their respective officers, agents, successors or assigns with full power of substitution, as the Company’s such Debtor's true and lawful attorney-in-fact, with power, in the name of the Collateral Agent various Secured Parties or the Companysuch Debtor, to, after the occurrence and during the continuance of an Event of Default (as defined in the Notes)Default, (i) to endorse any note, checks, drafts, money orders or other instruments of payment (including, without limitation, including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Collateral AgentSecured Parties; (ii) to sign and endorse any financing statement pursuant to the UCC or any invoice, freight or express bxxxxxxx, bxxx 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 at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and sxx xxx for monies due in respect of the Collateral; (v) to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generally, at the option of the Collateral AgentSecured Parties, and at the expense of the CompanyDebtors, 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 the Collateral Agent deems Secured Parties deem necessary to protect, preserve and realize upon the Collateral and the Security Interests Interest granted therein in order to effect the intent of this Agreement and the Notes all as fully and effectually as the Company Debtors might or could do; and the Company each 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 so the term of this Agreement and thereafter as long as any obligations secured by of the Security Interests 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 any Debtor is subject or to which any Debtor is a party. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, the Collateral Agent 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. (b) On a continuing basis, the Company each Debtor will make, execute, acknowledge, deliver, file and record, as the case may be, with the proper filing and recording agencies in any jurisdiction, including, without limitation, the State of Delaware or other jurisdiction in which the Company may hereafter become domiciledjurisdictions indicated on Schedule C attached hereto, all such instruments, and take all such action as may reasonably be deemed necessary or advisable, or as reasonably requested by the Collateral AgentSecured Parties, 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 Collateral Agent Secured Parties the grant or perfection of a perfected security interest in all the Collateral under the UCC. (c) The Company Each Debtor hereby irrevocably appoints the Collateral Agent Secured Parties as the Company’s such Debtor's attorney-in-fact, with full authority in the place and instead of the Company such Debtor and in the name of the Companysuch Debtor, from time to time in the Collateral Agent’s Secured Parties' discretion, to take any action permitted under this Agreement and to execute any instrument which the Collateral Agent Secured Parties may reasonably 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 such Debtor where permitted by law, which financing statements may (but need not) describe the Collateral as “"all assets” " or “"all personal property” " or words of like import, and ratifies all such actions taken by the Collateral AgentSecured Parties. 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 secured by the Security Interests Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) The Company Subject to the rights of Wachovia under the Wachovia Agreement, each Debtor authorizes the Collateral AgentSecured Parties, and does hereby make, constitute and appoint the Collateral Agent Secured Parties and its their respective officers, agents, successors or assigns with full power of substitution, as the Company’s such Debtor's true and lawful attorney-in-fact, with power, in the name of the Collateral Agent various Secured Parties or the Companysuch Debtor, to, after the occurrence and during the continuance of an Event of Default (as defined in the Notes)Default, (i) to endorse any note, checks, drafts, money orders or other instruments of payment (including, without limitation, including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Collateral AgentSecured Parties; (ii) to sign and endorse any financing statement pursuant to the UCC or any invoice, freight or express bxxxbixx, bxxx of bixx xf 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 sxx for sux xor monies due in respect of the Collateral; (v) to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generally, at the option of the Collateral AgentSecured Parties, and at the expense of the CompanyDebtors, 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 the Collateral Agent deems Secured Parties deem necessary to protect, preserve and realize upon the Collateral and the Security Interests Interest granted therein in order to effect the intent of this Agreement and the Notes all as fully and effectually as the Company Debtors might or could do; and the Company each 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 so the term of this Agreement and thereafter as long as any obligations secured by of the Security Interests 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 any Debtor is subject or to which any Debtor is a party. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, the Collateral Agent 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. (b) On a continuing basis, the Company each Debtor will make, execute, acknowledge, deliver, file and record, as the case may be, with the proper filing and recording agencies in any jurisdiction, including, without limitation, the State of Delaware or other jurisdiction in which the Company may hereafter become domiciledjurisdictions indicated on Schedule C attached hereto, all such instruments, and take all such action as may reasonably be deemed necessary or advisable, or as reasonably requested by the Collateral AgentSecured Parties, 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 Collateral Agent Secured Parties the grant or perfection of a perfected security interest in all the Collateral under the UCC. (c) The Company Each Debtor hereby irrevocably appoints the Collateral Agent Secured Parties as the Company’s such Debtor's attorney-in-fact, with full authority in the place and instead of the Company such Debtor and in the name of the Companysuch Debtor, from time to time in the Collateral Agent’s Secured Parties' discretion, to take any action permitted under this Agreement and to execute any instrument which the Collateral Agent Secured Parties may reasonably 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 such Debtor where permitted by law, which financing statements may (but need not) describe the Collateral as “"all assets” " or “"all personal property” " or words of like import, and ratifies all such actions taken by the Collateral AgentSecured Parties. 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 secured by the Security Interests Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) The Company Debtor authorizes the Collateral AgentSecured Parties, and does hereby make, constitute and appoint the Collateral Agent Secured Parties and its their respective officers, agents, successors or assigns with full power of substitution, as the CompanyDebtor’s true and lawful attorney-in-fact, with power, in the name of the Collateral Agent various Secured Parties or the CompanyDebtor, to, after the occurrence and during the continuance of an Event of Default (as defined in the Notes)Default, (i) to endorse any note, checks, drafts, money orders or other instruments of payment (including, without limitation, including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Collateral AgentSecured Parties; (ii) to sign and endorse any financing statement pursuant to the UCC or any invoice, freight or express bxxxxxxx, bxxx 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 at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and sxx xxx for monies due in respect of the Collateral; (v) to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generally, at the option of the Collateral AgentSecured Parties, and at the expense of the CompanyDebtor, 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 the Collateral Agent deems Secured Parties deem necessary to protect, preserve and realize upon the Collateral and the Security Interests Interest granted therein in order to effect the intent of this Agreement and the Debentures all as fully and effectually as the Company Debtor might or could do; and the Company 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 so the term of this Agreement and thereafter as long as any obligations secured by of the Security Interests 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 any Debtor is subject or to which any Debtor is a party. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, the Collateral Agent 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. (b) On a continuing basis, the Company Debtor will make, execute, acknowledge, deliver, file and record, as the case may be, with the proper filing and recording agencies in any jurisdiction, including, without limitation, the State of Delaware or other jurisdiction in which the Company may hereafter become domiciledjurisdictions indicated on Schedule C attached hereto, all such instruments, and take all such action as may reasonably be deemed necessary or advisable, or as reasonably requested by the Collateral AgentSecured Parties, 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 Collateral Agent Secured Parties the grant or perfection of a perfected security interest in all the Collateral under the UCC. (c) The Company Debtor hereby irrevocably appoints the Collateral Agent Secured Parties as the CompanyDebtor’s attorney-in-fact, with full authority in the place and instead of the Company Debtor and in the name of the CompanyDebtor, from time to time in the Collateral Agent’s Secured Parties’ discretion, to take any action permitted under this Agreement and to execute any instrument which the Collateral Agent Secured Parties may reasonably 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 Debtor where permitted by law, which financing statements may (but need not) describe the Collateral as “all assets” or “all personal property” or words of like import, and ratifies all such actions taken by the Collateral AgentSecured Parties. 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 secured by the Security Interests Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) The Company Obligor authorizes each of the Collateral AgentSecured Parties, and does hereby make, constitute and appoint the Collateral Agent it, and its respective officers, agents, successors or assigns with full power of substitution, as the CompanyObligor’s true and lawful attorney-in-fact, with power, in its own name or in the name of the Collateral Agent or the CompanyObligor, to, after the occurrence and during the continuance of an Event of Default (as defined in the Notes)Default, (i) to endorse any notenotes, checks, drafts, money orders orders, or other instruments of payment (including, without limitation, including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Collateral Agentsuch Secured Party; (ii) to sign and endorse any UCC financing statement pursuant to the UCC or any invoice, freight or express bxxx, 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 or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and sxx for monies due in respect of the Collateral; and (v) generally, to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generallydo, at the option of the Collateral Agentsuch Secured Party, and at the expense of the CompanyObligor’s expense, 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 the Collateral Agent such Secured Party deems necessary to protect, preserve and realize upon the Collateral and the Security Interests Interest granted therein in order to effect the intent of this Agreement Agreement, the Notes and the Transaction Documents all as fully and effectually as the Company Obligor might or could do; and the Company 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 so the term of this Agreement and thereafter as long as any obligations secured by of the Security Interests Obligations shall be outstanding. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, the Collateral Agent 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. (b) On a continuing basis, the Company Obligor will make, execute, acknowledge, deliver, file and record, as the case may be, with in the proper filing and recording agencies places in any jurisdiction, including, without limitation, the State of Delaware or other jurisdiction in which the Company may hereafter become domiciledjurisdictions 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 Collateral AgentSecured Parties, 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 Collateral Agent Secured Parties the grant or perfection of a perfected security interest in all the Collateral under the UCCCollateral. (c) The Company Obligor hereby irrevocably appoints each of the Collateral Agent Secured Parties as the Company’s its attorney-in-fact, with full authority in the place and instead stead of the Company Obligor and in the name of the CompanyObligor, from time to time in the Collateral Agentsuch Secured Party’s discretion, to take any action permitted under this Agreement and to execute any instrument which the Collateral Agent such Secured Party may reasonably 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 Obligor where permitted by law, which financing statements may (but need not) describe the Collateral as “all assets” or “all personal property” or words of like import, and ratifies all such actions taken by the Collateral Agent. 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 secured by the Security Interests shall be outstanding.

Power of Attorney; Further Assurances. (a) The Company Debtor authorizes the Collateral AgentSecured Parties, and does hereby make, constitute and appoint the Collateral Agent Secured Parties and its their respective officers, agents, successors or assigns with full power of substitution, as the Company’s Debtor's true and lawful attorney-in-fact, with power, in the name of the Collateral Agent various Secured Parties or the CompanyDebtor, to, after the occurrence and during the continuance of an Event of Default (as defined in the Notes)Default, (i) to endorse any note, checks, drafts, money orders or other instruments of payment (including, without limitation, including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Collateral AgentSecured Parties; (ii) to sign and endorse any financing statement pursuant to the UCC or any invoice, freight or express bxxxxxxx, bxxx 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 or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and sxx xxx for monies due in respect of the Collateral; (v) to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generally, at the option of the Collateral AgentSecured Parties, and at the expense of the CompanyDebtor, 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 the Collateral Agent deems Secured Parties deem necessary to protect, preserve and realize upon the Collateral and the Security Interests Interest granted therein in order to effect the intent of this Agreement and the Debentures all as fully and effectually as the Company Debtor might or could do; and the Company 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 so the term of this Agreement and thereafter as long as any obligations secured by of the Security Interests 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, the Collateral Agent 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. (b) On a continuing basis, the Company Debtor will make, execute, acknowledge, deliver, file and record, as the case may be, with the proper filing and recording agencies in any jurisdiction, including, without limitation, the State of Delaware or other jurisdiction in which the Company may hereafter become domiciled, all such instruments, and take all such action as may reasonably be deemed necessary or advisable, or as reasonably requested by the Collateral AgentSecured Parties, 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 Collateral Agent Secured Parties the grant or perfection of a perfected security interest in all the Collateral under the UCC. (c) The Company Debtor hereby irrevocably appoints the Collateral Agent Secured Parties as the Company’s Debtor's attorney-in-fact, with full authority in the place and instead of the Company Debtor and in the name of the CompanyDebtor, from time to time in the Collateral Agent’s Secured Parties' discretion, to take any action permitted under this Agreement and to execute any instrument which the Collateral Agent Secured Parties may reasonably 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 Debtor where permitted by law, which financing statements may (but need not) describe the Collateral as “"all assets” " or “"all personal property” " or words of like import, and ratifies all such actions taken by the Collateral AgentSecured Parties. 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 secured by the Security Interests Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) The Company Each Debtor authorizes the Collateral AgentSecured Parties, and does hereby make, constitute and appoint the Collateral Agent Secured Parties and its their respective officers, agents, successors or assigns with full power of substitution, as the Company’s such Debtor's true and lawful attorney-in-fact, with power, in the name of the Collateral Agent various Secured Parties or the Companysuch Debtor, to, after the occurrence and during the continuance of an Event of Default (as defined in the Notes)Default, (i) to endorse any note, checks, drafts, money orders or other instruments of payment (including, without limitation, including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Collateral AgentSecured Parties; (ii) to sign and endorse any financing statement pursuant to the UCC or any invoice, freight or express bxxxbill, bxxx bill of lading, storage or warehouse receipts, drafts against debtorsagaxxxx dexxxxs, 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 sxx sue for monies due in respect of the Collateral; (v) to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generally, at the option of the Collateral AgentSecured Parties, and at the expense of the CompanyDebtors, 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 the Collateral Agent deems Secured Parties deem necessary to protect, preserve and realize upon the Collateral and the Security Interests Interest granted therein in order to effect the intent of this Agreement and the Notes all as fully and effectually as the Company Debtors might or could do; and the Company each 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 so the term of this Agreement and thereafter as long as any obligations secured by of the Security Interests 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 any Debtor is subject or to which any Debtor is a party. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, the Collateral Agent 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. (b) On a continuing basis, the Company each Debtor will make, execute, acknowledge, deliver, file and record, as the case may be, with the proper filing and recording agencies in any jurisdiction, including, without limitation, the State of Delaware or other jurisdiction in which the Company may hereafter become domiciledjurisdictions indicated on Schedule C attached hereto, all such instruments, and take all such action as may reasonably be deemed necessary or advisable, or as reasonably requested by the Collateral AgentSecured Parties, 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 Collateral Agent Secured Parties the grant or perfection of a perfected security interest in all the Collateral under the UCC. (c) The Company Each Debtor hereby irrevocably appoints the Collateral Agent Secured Parties as the Company’s such Debtor's attorney-in-fact, with full authority in the place and instead of the Company such Debtor and in the name of the Companysuch Debtor, from time to time in the Collateral Agent’s Secured Parties' discretion, to take any action permitted under this Agreement and to execute any instrument which the Collateral Agent Secured Parties may reasonably 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 such Debtor where permitted by law, which financing statements may (but need not) describe the Collateral as “"all assets” " or “"all personal property” " or words of like import, and ratifies all such actions taken by the Collateral AgentSecured Parties. 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 secured by the Security Interests Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) The Company Each Debtor authorizes the Collateral AgentSecured Parties, and does hereby make, constitute and appoint the Collateral Agent Secured Parties and its their respective officers, agents, successors or assigns with full power of substitution, as the Company’s such Debtor's true and lawful attorney-in-fact, with power, in the name of the Collateral Agent various Secured Parties or the Companysuch Debtor, to, after the occurrence and during the continuance of an Event of Default (as defined in the Notes)Default, (i) to endorse any note, checks, drafts, money orders or other instruments of payment (including, without limitation, including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Collateral AgentSecured Parties; (ii) to sign and endorse any financing statement pursuant to the UCC or any invoice, freight or express bxxxbill, bxxx bill of lading, storage or warehouse receipts, drafts against debtorsagaixxx debxxxx, 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 sxx sue for monies due in respect of the Collateral; (v) to transfer any xxx Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generally, at the option of the Collateral AgentSecured Parties, and at the expense of the CompanyDebtors, 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 the Collateral Agent deems Secured Parties deem necessary to protect, preserve and realize upon the Collateral and the Security Interests granted therein in order to effect the intent of this Agreement and the Debentures all as fully and effectually as the Company Debtors might or could do; and the Company each 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 so the term of this Agreement and thereafter as long as any obligations secured by of the Security Interests 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 any Debtor is subject or to which any Debtor is a party. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, the Collateral Agent 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. (b) On a continuing basis, the Company each Debtor will make, execute, acknowledge, deliver, file and record, as the case may be, with the proper filing and recording agencies in any jurisdiction, including, without limitation, the State of Delaware or other jurisdiction in which the Company may hereafter become domiciledjurisdictions indicated on Schedule C attached hereto, all such instruments, and take all such action as may reasonably be deemed necessary or advisable, or as reasonably requested by the Collateral AgentSecured Parties, to perfect the Security Interest Interests granted hereunder and otherwise to carry out the intent and purposes of this Agreement, or for assuring and confirming to the Collateral Agent Secured Parties the grant or perfection of a perfected security interest in all the Collateral under the UCC. (c) The Company Each Debtor hereby irrevocably appoints the Collateral Agent Secured Parties as the Company’s such Debtor's attorney-in-fact, with full authority in the place and instead of the Company such Debtor and in the name of the Companysuch Debtor, from time to time in the Collateral Agent’s Secured Parties' discretion, to take any action permitted under this Agreement and to execute any instrument which the Collateral Agent Secured Parties may reasonably 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 such Debtor where permitted by law, which financing statements may (but need not) describe the Collateral as “"all assets” " or “"all personal property” " or words of like import, and ratifies all such actions taken by the Collateral AgentSecured Parties. 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 secured by the Security Interests Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) In addition to any other rights, powers and authority granted to Collateral Agent herein or in any other Agreement: The Company authorizes the Collateral AgentAgent as agent and attorney - in- fact for the Secured Parties, and does hereby make, constitute and appoint the Collateral Agent it, and its respective officers, agents, successors or assigns with full power of substitution, as the Company’s 's true and lawful attorney-in-fact, with power, in its own name or in the name of the Collateral Agent or the Company, to, after the occurrence and during the continuance of an Event of Default (as defined in the Notes)Default, (i) to endorse any notedebentures, checks, drafts, money orders orders, or other instruments of payment (including, without limitation, including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Collateral AgentAgent or any of Secured Parties; (ii) to sign and endorse any UCC financing statement pursuant to the UCC or any invoice, freight or express bxxx, 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 or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and sxx for monies due in respect of the Collateral; and (v) generally, to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generallydo, at the option of the Collateral Agent, and at the expense of the Company's expense, 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 the Collateral Agent deems necessary to protect, preserve and realize upon the Collateral and the Security Interests Interest granted therein in order to effect the intent of this Agreement and the Loan Agreement and Notes, all as fully and effectually as the Company might or could do; and the 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 so the term of this Agreement and thereafter as long as any obligations secured by of the Security Interests Obligations shall be outstanding. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, the Collateral Agent 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. (b) On a continuing basis, the Company will cooperate in good afith with Collateral Agent and make, execute, acknowledge, deliver, file and record, as the case may be, with in the proper filing and recording agencies places in any jurisdiction, including, without limitation, the State of Delaware or other jurisdiction in which the Company may hereafter become domiciledjurisdictions indicated on Schedule D, attached hereto, all such instruments, and take all such action as may reasonably be deemed necessary or advisable, or as reasonably requested by the Collateral Agent, to perfect the Senior Security Interest granted hereunder and otherwise to carry out the intent and purposes of this Agreement, or for assuring and confirming to the Collateral Agent Secured Parties the grant or perfection of a perfected security interest in all the Collateral under the UCCCollateral. (c) The Company hereby irrevocably appoints the Collateral Agent as the Company’s 's attorney-in-fact, with full authority in the place and instead stead of the Company and in the name of the Company, from time to time in at the discretion of the Collateral Agent’s discretion, to take any action permitted under this Agreement and to execute any instrument which the Collateral Agent Agent, may reasonably 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, which financing statements may (but need not) describe the Collateral as “all assets” or “all personal property” or words of like import, and ratifies all such actions taken by the Collateral Agent. 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 secured by the Security Interests shall be outstanding.

Power of Attorney; Further Assurances. (a) The Company Each Debtor authorizes the Collateral AgentSecured Parties, and does hereby make, constitute and appoint the Collateral Agent Secured Parties and its their respective officers, agents, successors or assigns with full power of substitution, as the Companysuch Debtor’s true and lawful attorney-in-fact, with power, in the name of the Collateral Agent various Secured Parties or the Companysuch Debtor, to, after the occurrence and during the continuance of an Event of Default (as defined in the Notes)Default, (i) to endorse any note, checks, drafts, money orders or other instruments of payment (including, without limitation, including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Collateral AgentSecured Parties; (ii) to sign and endorse any financing statement pursuant to the UCC or any invoice, freight or express bxxxxxxx, bxxx 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 at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and sxx xxx for monies due in respect of the Collateral; (v) to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generally, at the option of the Collateral AgentSecured Parties, and at the expense of the CompanyDebtors, 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 the Collateral Agent deems Secured Parties deem necessary to protect, preserve and realize upon the Collateral and the Security Interests Interest granted therein in order to effect the intent of this Agreement and the Series B Designations all as fully and effectually as the Company Debtors might or could do; and the Company each 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 so the term of this Agreement and thereafter as long as any obligations secured by of the Security Interests 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 any Debtor is subject or to which any Debtor is a party. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, the Collateral Agent 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. (b) On a continuing basis, the Company each Debtor will make, execute, acknowledge, deliver, file and record, as the case may be, with the proper filing and recording agencies in any jurisdiction, including, without limitation, the State of Delaware or other jurisdiction in which the Company may hereafter become domiciledjurisdictions indicated on Schedule E attached hereto, all such instruments, and take all such action as may reasonably be deemed necessary or advisable, or as reasonably requested by the Collateral AgentSecured Parties, 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 Collateral Agent Secured Parties the grant or perfection of a perfected security interest in all the Collateral under the UCC. (c) The Company Each Debtor hereby irrevocably appoints the Collateral Agent Secured Parties as the Companysuch Debtor’s attorney-in-fact, with full authority in the place and instead of the Company such Debtor and in the name of the Companysuch Debtor, from time to time in the Collateral Agent’s Secured Parties’ discretion, to take any action permitted under this Agreement and to execute any instrument which the Collateral Agent Secured Parties may reasonably 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 such Debtor where permitted by law, which financing statements may (but need not) describe the Collateral as “all assets” or “all personal property” or words of like import, and ratifies all such actions taken by the Collateral AgentSecured Parties. 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 secured by the Security Interests Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) The Company Each Debtor authorizes the Collateral Agent, and does hereby make, constitute and appoint the Collateral Agent and its officers, agents, successors or permitted assigns with full power of substitution, as the Companysuch Debtor’s true and lawful attorney-in-fact, with power, in the name of the Collateral Agent or the Companysuch Debtor, after the occurrence and during the continuance of an Event of Default (as defined in the Notes)Default, (i) to endorse any note, checks, drafts, money orders or other instruments of payment (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 the Collateral Agent; (ii) to sign and endorse any financing statement pursuant to the UCC or any invoice, freight or express bxxx, 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 or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and sxx for monies due in respect of the Collateral; (v) to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generally, at the option of the Collateral Agent, and at the expense of the CompanyDebtors, 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 the Collateral Agent deems necessary to protect, preserve and realize upon the Collateral and the Security Interests granted therein in order to effect the intent of this Agreement and the Notes all as fully and effectually as the Company Debtors might or could do; and the Company each 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 so the term of this Agreement and thereafter as long as any obligations secured by of the Security Interests 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 any Debtor is subject or to which any Debtor is a party. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, the Collateral Agent 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. (b) On a continuing basis, the Company each Debtor will make, execute, acknowledge, deliver, file and record, as the case may be, with the proper filing and recording agencies in any jurisdiction, including, without limitation, the State of Delaware or other jurisdiction in which the Company may hereafter become domiciledjurisdictions indicated on Schedule C attached hereto, all such instruments, and take all such action as may reasonably be deemed necessary or advisable, or as reasonably requested by the Collateral Agent, 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 Collateral Agent the grant or perfection of a perfected security interest in all the Collateral under the UCC. (c) The Company Each Debtor hereby irrevocably appoints the Collateral Agent as the Companysuch Debtor’s attorney-in-fact, with full authority in the place and instead of the Company such Debtor and in the name of the Companysuch Debtor, from time to time in the Collateral Agent’s discretion, to take any action permitted under this Agreement and to execute any instrument which the Collateral Agent may reasonably 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 such Debtor where permitted by law, which financing statements may (but need not) describe the Collateral as “all assets” or “all personal property” or words of like import, and ratifies all such actions taken by the Collateral Agent. 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 secured by the Security Interests Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) The Company Each Debtor authorizes the Collateral AgentSecured Lender, and does hereby make, constitute and appoint the Collateral Agent Secured Lender and its officers, agents, successors or assigns with full power of substitution, as the Companysuch Debtor’s true and lawful attorney-in-fact, with power, in the name of the Collateral Agent Secured Lender or the Companysuch Debtor, to, after the occurrence and during the continuance of an Event of Default (as defined in the Notes)Default, (i) to endorse any note, checks, drafts, money orders or other instruments of payment (including, without limitation, including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Collateral AgentSecured Lender; (ii) to sign and endorse any financing statement pursuant to the UCC or any invoice, freight or express bxxxbill, bxxx 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 sxx sue for monies due in respect of the Collateral; (v) to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generally, at the option of the Collateral AgentSecured Lender, and at the expense of the CompanyDebtors, 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 the Collateral Agent Secured Lender deems necessary to protect, preserve and realize upon the Collateral and the Security Interests granted therein in order to effect the intent of this Agreement and the Transaction Documents (as defined in the Purchase Agreement) all as fully and effectually as the Company Debtors might or could do; and the Company each 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 so the term of this Agreement and thereafter as long as any obligations secured by of the Security Interests 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 any Debtor is subject or to which any Debtor is a party. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, the Collateral Agent Secured Lender 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. (b) On a continuing basis, the Company each Debtor will make, execute, acknowledge, deliver, file and record, as the case may be, with the proper filing and recording agencies in any jurisdiction, including, without limitation, the State of Delaware or other jurisdiction in which the Company may hereafter become domiciledjurisdictions indicated on Schedule C attached hereto, all such instruments, and take all such action as may reasonably be deemed necessary or advisable, or as reasonably requested by the Collateral AgentSecured Lender, to perfect the Security Interest Interests granted hereunder and otherwise to carry out the intent and purposes of this Agreement, or for assuring and confirming to the Collateral Agent Secured Lender the grant or perfection of a perfected security interest in all the Collateral under the UCC. (c) The Company Each Debtor hereby irrevocably appoints the Collateral Agent Secured Lender as the Companysuch Debtor’s attorney-in-fact, with full authority in the place and instead of the Company such Debtor and in the name of the Companysuch Debtor, from time to time in the Collateral AgentSecured Lender’s discretion, to take any action permitted under this Agreement and to execute any instrument which the Collateral Agent Secured Lender may reasonably 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 such Debtor where permitted by law, which financing statements may (but need not) describe the Collateral as “all assets” or “all personal property” or words of like import, and ratifies all such actions taken by the Collateral AgentSecured Lender. 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 secured by the Security Interests Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) The Company Debtor authorizes the Collateral AgentSecured Parties, and does hereby make, constitute and appoint the Collateral Agent it, and its respective officers, agents, successors or assigns with full power of substitution, as the CompanyDebtor’s true and lawful attorney-in-fact, with power, in its own name or in the name of the Collateral Agent or the CompanyDebtor, to, after the occurrence and during the continuance of an Event of Default (as defined in the Notes)Default, (i) to endorse any notenotes, checks, drafts, money orders orders, or other instruments of payment (including, without limitation, including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Collateral AgentSecured Parties; (ii) to sign and endorse any UCC financing statement pursuant to the UCC or any invoice, freight or express bxxxxxxx, bxxx 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 or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and sxx xxx for monies due in respect of the Collateral; and (v) generally, to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generallydo, at the option of the Collateral AgentSecured Parties, and at the expense of the CompanyDebtor’s expense, 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 the Collateral Agent deems Secured Parties deem necessary to protect, preserve and realize upon the Collateral and the Security Interests Interest granted therein therein, including, without limitation, executing any documents necessary to evidence the assignment of the Debtor’s rights and obligations under the EKI License Agreement to the Secured Parties, in order to effect the intent of this Agreement and the Debentures, all as fully and effectually as the Company Debtor might or could do; and the Company 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 so the term of this Agreement and thereafter as long as any obligations secured by of the Security Interests Obligations shall be outstanding. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, the Collateral Agent 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. (b) On a continuing basis, the Company Debtor will make, execute, acknowledge, deliver, file and record, as the case may be, with the proper filing and recording agencies places in any jurisdiction, including, without limitation, the State of Delaware or other jurisdiction in which the Company may hereafter become domiciledjurisdictions indicated on Schedule A, attached hereto, all such instruments, including appropriate financing and continuation statements and collateral agreements and filings with the United States Patent and Trademark Office, and take all such action as may reasonably be deemed necessary or advisable, or as reasonably requested by the Collateral AgentSecured Parties, 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 Collateral Agent Secured Parties the grant or perfection of a perfected first priority security interest in all the Collateral under the UCCCollateral. (c) The Company Debtor hereby irrevocably appoints the Collateral Agent Secured Parties as the CompanyDebtor’s attorney-in-fact, with full authority in the place and instead stead of the Company Debtor and in the name of the CompanyDebtor, from time to time in the Collateral Agent’s Secured Parties’ discretion, to take any action permitted under this Agreement and to execute any instrument which the Collateral Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including the filing(without limitation) to file, 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, which financing statements may (but need not) describe the Collateral as “all assets” or “all personal property” or words of like import, and ratifies all such actions taken by the Collateral Agent. 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 secured by the Security Interests shall be outstandingCollateral.

Power of Attorney; Further Assurances. (a) 15.1 The Company authorizes the Collateral AgentSecured Party, and does hereby make, constitute and appoint the Collateral Agent Secured Party and its officers, agents, successors or assigns with full power of substitution, as the Company’s true and lawful attorney-in-fact, with power, in the name of the Collateral Agent Secured 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 (as defined in the Notes)Default, (i) to endorse any note, checks, drafts, money orders or other instruments of payment (including, without limitation, including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Collateral Agent; Secured Party, (ii) to sign and endorse any financing statement pursuant to the UCC or any invoice, freight or express bxxxxxxx, bxxx 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 at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and sxx xxx for monies due in respect of the Collateral; (v) to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generally, at the option of the Collateral AgentSecured Party, and at the expense 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 the Collateral Agent Secured Party, upon the advice of its counsel, deems necessary to protect, preserve and realize upon the Collateral and the Security Interests granted therein in order to effect the intent of this Agreement and the Note all as fully and effectually as the Company might or could do; and the 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 so the term of this Agreement and thereafter as long as any obligations secured by of the Security Interests 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 Collateral Agent 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. (b) 15.2 On a continuing basis, the Company will make, execute, acknowledge, deliver, file and record, as the case may be, with the proper filing and recording agencies in any jurisdiction, including, without limitation, the State of Delaware or other jurisdiction in which the Company may hereafter become domiciledjurisdictions indicated on Schedule 5.23 attached hereto, all such instruments, and take all such action as may reasonably be deemed necessary or advisable, or as reasonably requested by the Collateral AgentSecured Party, to perfect the Security Interest Interests granted hereunder and otherwise to carry out the intent and purposes of this Agreement, or for assuring and confirming to the Collateral Agent Secured Party the grant or perfection of a perfected security interest in all the Collateral under the UCCUCC and PPSA. (c) 15.3 The Company hereby irrevocably appoints the Collateral Agent Secured Party as the Company’s attorney-in-fact, with full authority in the place and instead place, on behalf of the Company and in the name of the Company, from time to time in the Collateral Agent’s Secured Party's discretion, to take any action permitted under this Agreement and to execute any instrument which the Collateral Agent Secured Party may reasonably , upon the advice of its counsel, 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, which financing statements may (but need not) describe the Collateral as “all assets” or “all personal property” or words of like import, and ratifies all such actions taken by the Collateral AgentSecured Party. 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 secured by the Security Interests Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) The Company Debtor authorizes the Collateral AgentSecured Parties, and does hereby make, constitute and appoint the Collateral Agent Secured Parties and its their respective officers, agents, successors or assigns with full power of substitution, as the Companysuch Debtor’s true and lawful attorney-in-fact, with power, in the name of the Collateral Agent various Secured Parties or the Companysuch Debtor, to, after the occurrence and during the continuance of an Event of Default (as defined in the Notes)Default, (i) to endorse any note, checks, drafts, money orders or other instruments of payment (including, without limitation, including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Collateral AgentSecured Parties; (ii) to sign and endorse any financing statement pursuant to the UCC or any invoice, freight or express bxxxxxxx, bxxx 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 at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and sxx xxx for monies due in respect of the Collateral; (v) to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generally, at the option of the Collateral AgentSecured Parties, and at the expense of the CompanyDebtor, 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 the Collateral Agent deems Secured Parties deem necessary to protect, preserve and realize upon the Collateral and the Security Interests Interest granted therein in order to effect the intent of this Agreement and the Notes all as fully and effectually as the Company Debtor might or could do; and the Company 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 so the term of this Agreement and thereafter as long as any obligations secured by of the Security Interests 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 any Debtor is subject or to which any Debtor is a party. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, the Collateral Agent 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. (b) On a continuing basis, the Company Debtor will make, execute, acknowledge, deliver, file and record, as the case may be, with the proper filing and recording agencies in any jurisdiction, including, without limitation, the State of Delaware or other jurisdiction in which the Company may hereafter become domiciledjurisdictions indicated on Schedule C attached hereto, all such instruments, and take all such action as may reasonably be deemed necessary or advisable, or as reasonably requested by the Collateral AgentSecured Parties, 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 Collateral Agent Secured Parties the grant or perfection of a perfected security interest in all the Collateral under the UCC. (c) The Company Debtor hereby irrevocably appoints the Collateral Agent Secured Parties as the Companysuch Debtor’s attorney-in-fact, with full authority in the place and instead of the Company such Debtor and in the name of the Companysuch Debtor, from time to time in the Collateral Agent’s Secured Parties’ discretion, to take any action permitted under this Agreement and to execute any instrument which the Collateral Agent Secured Parties may reasonably 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 such Debtor where permitted by law, which financing statements may (but need not) describe the Collateral as “all assets” or “all personal property” or words of like import, and ratifies all such actions taken by the Collateral AgentSecured Parties. 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 secured by the Security Interests Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) The Company authorizes the Collateral AgentSecured Party, and does hereby make, constitute and appoint the Collateral Agent it, and its respective officers, agents, successors or assigns with full power of substitution, as the Company’s true and lawful attorney-in-fact, with power, in its own name or in the name of the Collateral Agent or the Company, to, after the occurrence and during the continuance of an Event of Default (that has not been cured as defined provided for herein and in the Notes)other agreements related to this transaction, (i) to endorse any notenotes, checks, drafts, money orders orders, or other instruments of payment (including, without limitation, including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Collateral AgentSecured Party; (ii) to sign and endorse any UCC financing statement pursuant to the UCC or any invoice, freight or express bxxxxxxx, bxxx 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 at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and sxx xxx for monies due in respect of the Collateral; (v) to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generally, to do at the option of the Collateral AgentSecured Party, and at the expense of the Company’s expense, 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 the Collateral Agent Secured Party deems necessary to protect, preserve and realize upon the Collateral and the Security Interests Interest granted therein in order to effect the intent of this Agreement Agreement, the Notes, all as fully and effectually as the Company might or could do; and the 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 so the term of this Agreement and thereafter as long as any obligations secured by of the Security Interests Obligations shall be outstanding. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, the Collateral Agent 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. (b) On a continuing basis, the Company will make, execute, acknowledge, deliver, file and record, as the case may be, with in the proper filing and recording agencies places in any jurisdiction, including, without limitation, the State of Delaware or other jurisdiction in which the Company may hereafter become domiciledjurisdictions 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 Collateral AgentSecured 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 Collateral Agent Secured Party the grant or perfection of a perfected security interest in all the Collateral under the UCCCollateral. (c) The After the occurrence and during the continuance of an Event of Default that has not been cured as provided for herein and in other agreements related to this transaction, the Company hereby irrevocably appoints the Collateral Agent as Secured Party a the Company’s attorney-in-fact, with full authority in the place and instead stead of the Company and in the name of the Company, from time to time in the Collateral AgentSecured Party’s discretion, to take any action permitted under this Agreement and to execute any instrument which the Collateral Agent Secured Party may reasonably 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, which financing statements may (but need not) describe the Collateral as “all assets” or “all personal property” or words of like import, and ratifies all such actions taken by the Collateral Agent. 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 secured by the Security Interests shall be outstanding.

Power of Attorney; Further Assurances. (a) The Company Debtor authorizes the Collateral AgentSecured Parties, and does hereby make, constitute and appoint the Collateral Agent Secured Parties and its their respective officers, agents, successors or assigns with full power of substitution, as the CompanyDebtor’s true and lawful attorney-in-fact, with power, in the name of the Collateral Agent various Secured Parties or the CompanyDebtor, to, after the occurrence and during the continuance of an Event of Default (as defined in the Notes)Default, (i) to endorse any note, checks, drafts, money orders or other instruments of payment (including, without limitation, including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Collateral AgentSecured Parties; (ii) to sign and endorse any financing statement pursuant to the UCC or any invoice, freight or express bxxxxxxx, bxxx 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 at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and sxx xxx for monies due in respect of the Collateral; (v) to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generally, at the option of the Collateral AgentSecured Parties, and at the expense of the CompanyDebtor, 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 the Collateral Agent deems Secured Parties deem necessary to protect, preserve and realize upon the Collateral and the Security Interests Interest granted therein in order to effect the intent of this Agreement and the Debentures all as fully and effectually as the Company Debtor might or could do; and the Company 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 so the term of this Agreement and thereafter as long as any obligations secured by of the Security Interests 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, the Collateral Agent 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. (b) On a continuing basis, the Company Debtor will make, execute, acknowledge, deliver, file and record, as the case may be, with the proper filing and recording agencies in any jurisdiction, including, without limitation, the State of Delaware or other jurisdiction in which the Company may hereafter become domiciledjurisdictions indicated on Schedule C attached hereto, all such instruments, and take all such action as may reasonably be deemed necessary or advisable, or as reasonably requested by the Collateral AgentSecured Parties, 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 Collateral Agent Secured Parties the grant or perfection of a perfected security interest in all the Collateral under the UCC. (c) The Company Debtor hereby irrevocably appoints the Collateral Agent Secured Parties as the CompanyDebtor’s attorney-in-fact, with full authority in the place and instead of the Company Debtor and in the name of the CompanyDebtor, from time to time in the Collateral Agent’s Secured Parties’ discretion, to take any action permitted under this Agreement and to execute any instrument which the Collateral Agent Secured Parties may reasonably 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 Debtor where permitted by law, which financing statements may (but need not) describe the Collateral as “all assets” or “all personal property” or words of like import, and ratifies all such actions taken by the Collateral AgentSecured Parties. 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 secured by the Security Interests Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) The Company Each Debtor authorizes the Collateral AgentSecured Parties, and does hereby make, constitute and appoint the Collateral Agent Secured Parties and its their respective officers, agents, successors or assigns with full power of substitution, as the Companysuch Debtor’s true and lawful attorney-in-fact, with power, in the name of the Collateral Agent various Secured Parties or the Companysuch Debtor, to, after the occurrence and during the continuance of an Event of Default (as defined in the Notes)Default, (i) to endorse any note, checks, drafts, money orders or other instruments of payment (including, without limitation, including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Collateral AgentSecured Parties; (ii) to sign and endorse any financing statement pursuant to the UCC or any invoice, freight or express bxxxxxxx, bxxx 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 at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and sxx xxx for monies due in respect of the Collateral; (v) to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generally, at the option of the Collateral AgentSecured Parties, and at the expense of the CompanyDebtors, 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 the Collateral Agent deems Secured Parties deem necessary to protect, preserve and realize upon the Collateral and the Security Interests Interest granted therein in order to effect the intent of this Agreement and the Debentures all as fully and effectually as the Company Debtors might or could do; and the Company each 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 so the term of this Agreement and thereafter as long as any obligations secured by of the Security Interests Obligations shall be outstanding. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, the Collateral Agent 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. (b) On a continuing basis, the Company each Debtor will make, execute, acknowledge, deliver, file and record, as the case may be, with the proper filing and recording agencies in any jurisdiction, including, without limitation, the State of Delaware or other jurisdiction in which the Company may hereafter become domiciledjurisdictions indicated on Schedule C attached hereto, all such instruments, and take all such action as may reasonably be deemed necessary or advisable, or as reasonably requested by the Collateral AgentSecured Parties, 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 Collateral Agent Secured Parties the grant or perfection of a perfected security interest in all the Collateral under the UCC. (c) The Company Each Debtor hereby irrevocably appoints the Collateral Agent Secured Parties as the Companysuch Debtor’s attorney-in-fact, with full authority in the place and instead of the Company such Debtor and in the name of the Companysuch Debtor, from time to time in the Collateral Agent’s Secured Parties’ discretion, to take any action permitted under this Agreement and to execute any instrument which the Collateral Agent Secured Parties may reasonably 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 such Debtor where permitted by law, which financing statements may (but need not) describe the Collateral as “all assets” or “all personal property” or words of like importimport (but which shall expressly exclude the ownership of or assets in Xxxxxxxx Curhan Ford & Co.), and ratifies all such actions taken by the Collateral AgentSecured Parties. 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 secured by the Security Interests Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) The Company Each Debtor authorizes the Collateral AgentSecured Parties, and does hereby make, constitute and appoint the Collateral Agent Secured Parties and its their respective officers, agents, successors or assigns with full power of substitution, as the Company’s such Debtor's true and lawful attorney-in-fact, with power, in the name of the Collateral Agent various Secured Parties or the Companysuch Debtor, subject to he other terms hereof, to, after the occurrence and during the continuance of an Event of Default (as defined in the Notes)Default, (i) to endorse any note, checks, drafts, money orders or other instruments of payment (including, without limitation, including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Collateral AgentSecured Parties; (ii) to sign and endorse any financing statement pursuant to the UCC or any invoice, freight or express bxxxxxxx, bxxx 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 at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and sxx xxx for monies due in respect of the Collateral; (v) to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generally, at the option of the Collateral AgentSecured Parties, and at the expense of the CompanyDebtors, 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 the Collateral Agent deems Secured Parties deem necessary to protect, preserve and realize upon the Collateral and the Security Interests Interest granted therein in order to effect the intent of this Agreement and the Debentures all as fully and effectually as the Company Debtors might or could do; and the Company each 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 so the term of this Agreement and thereafter as long as any obligations secured by of the Security Interests 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 any Debtor is subject or to which any Debtor is a party. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, the Collateral Agent 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. (b) On a continuing basis, the Company each Debtor will make, execute, acknowledge, deliver, file and record, as the case may be, with the proper filing and recording agencies in any jurisdiction, including, without limitation, the State of Delaware or other jurisdiction in which the Company may hereafter become domiciledjurisdictions indicated on Schedule C attached hereto, all such instruments, and take all such action as may reasonably be deemed necessary or advisable, or as reasonably requested by the Collateral AgentSecured Parties, 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 Collateral Agent Secured Parties the grant or perfection of a perfected security interest in all the Collateral under the UCC. (c) The Company Each Debtor hereby irrevocably appoints the Collateral Agent Secured Parties as the Company’s such Debtor's attorney-in-fact, with full authority in the place and instead of the Company such Debtor and in the name of the Companysuch Debtor, from time to time in the Collateral Agent’s Secured Parties' discretion, to take any action permitted under this Agreement and to execute any instrument which the Collateral Agent Secured Parties may reasonably deem necessary or advisable to accomplish perfect the purposes Security Interests granted pursuant to the terms 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 such Debtor where permitted by law, which financing statements may (but need not) describe the Collateral as “"all assets” " or “"all personal property” " or words of like import, and ratifies all such actions taken by the Collateral AgentSecured Parties. 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 secured by the Security Interests Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) The Company Upon the occurrence of an Event of Default under the Note, the Debtor authorizes the Collateral AgentSecured Party, and does hereby make, constitute and appoint the Collateral Agent Secured Party and its officers, agents, successors or assigns with full power of substitution, as the CompanyDebtor’s true and lawful attorney-in-fact, with power, in the name of the Collateral Agent Secured Party or the CompanyDebtor, to, after the occurrence and during the continuance of an Event of Default (as defined in the Notes)Default, (i) to endorse any note, checks, drafts, money orders or other instruments of payment (including, without limitation, including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Collateral AgentSecured Party; (ii) to sign and endorse any financing statement pursuant to the UCC or any invoice, freight or express bxxxxxxx, bxxx 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 or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and sxx xxx for monies due in respect of the Collateral; (v) to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generally, at the option of the Collateral AgentSecured Party, and at the expense of the CompanyDebtor, 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 the Collateral Agent Secured Party deems necessary to protect, preserve and realize upon the Collateral and the Security Interests granted therein in order to effect the intent of this Agreement and the Note all as fully and effectually as the Company Debtor might or could do; and the Company 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 so the term of this Agreement and thereafter as long as any obligations secured by of the Security Interests 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, the Collateral Agent 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. (ba) On a continuing basis, the Company Debtor will make, execute, acknowledge, deliver, file and record, as the case may be, with the proper filing and recording agencies in any jurisdiction, including, without limitation, the State of Delaware or other jurisdiction in which the Company may hereafter become domiciledjurisdictions indicated on Schedule C attached hereto, all such instruments, and take all such action as may reasonably be deemed necessary or advisable, or as reasonably requested by the Collateral AgentSecured Party, to perfect the Security Interest Interests granted hereunder and otherwise to carry out the intent and purposes of this Agreement, or for assuring and confirming to the Collateral Agent Secured Party the grant or perfection of a perfected security interest in all the Collateral under the UCC. (cb) The Company Debtor hereby irrevocably appoints the Collateral Agent Secured Party as the CompanyDebtor’s attorney-in-fact, with full authority in the place and instead of the Company Debtor and in the name of the CompanyDebtor, from time to time in the Collateral AgentSecured Party’s discretion, to take any action permitted under this Agreement and to execute any instrument which the Collateral Agent Secured Party may reasonably 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 Debtor where permitted by law, which financing statements may (but need not) describe the Collateral as “all assets” or “all personal property” or words of like import, and ratifies all such actions taken by the Collateral AgentSecured Party. 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 secured by the Security Interests Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) The Company Debtor authorizes the Collateral AgentSecured Parties, and does hereby make, constitute and appoint the Collateral Agent Secured Parties and its their respective officers, agents, successors or assigns with full power of substitution, as the Companysuch Debtor’s true and lawful attorney-in-fact, with power, in the name of the Collateral Agent various Secured Parties or the Companysuch Debtor, to, after the occurrence and during the continuance of an Event of Default (as defined in the Notes)Default, (i) to endorse any note, checks, drafts, money orders or other instruments of payment (including, without limitation, including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Collateral AgentSecured Parties; (ii) to sign and endorse any financing statement pursuant to the UCC or any invoice, freight or express bxxxxxxx, bxxx 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 at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and sxx xxx for monies due in respect of the Collateral; (v) to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generally, at the option of the Collateral AgentSecured Parties, and at the expense of the CompanyDebtors, 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 the Collateral Agent deems Secured Parties deem necessary to protect, preserve and realize upon the Collateral and the Security Interests Interest granted therein in order to effect the intent of this Agreement and the Debentures all as fully and effectually as the Company Debtors might or could do; and the Company The 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 so the term of this Agreement and thereafter as long as any obligations secured by of the Security Interests 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 any Debtor is subject or to which any Debtor is a party. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, the Collateral Agent 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. (b) On a continuing basis, the Company The Debtor will make, execute, acknowledge, deliver, file and record, as the case may be, with the proper filing and recording agencies in any jurisdiction, including, without limitation, the State of Delaware or other jurisdiction in which the Company may hereafter become domiciledjurisdictions indicated on Schedule C attached hereto, all such instruments, and take all such action as may reasonably be deemed necessary or advisable, or as reasonably requested by the Collateral AgentSecured Parties, 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 Collateral Agent Secured Parties the grant or perfection of a perfected security interest in all the Collateral under the UCC. (c) The Company Debtor hereby irrevocably appoints the Collateral Agent Secured Parties as the Companysuch Debtor’s attorney-in-fact, with full authority in the place and instead of the Company such Debtor and in the name of the Companysuch Debtor, from time to time in the Collateral Agent’s Secured Parties’ discretion, to take any action permitted under this Agreement and to execute any instrument which the Collateral Agent Secured Parties may reasonably 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 such Debtor where permitted by law, which financing statements may (but need not) describe the Collateral as “all assets” or “all personal property” or words of like import, and ratifies all such actions taken by the Collateral AgentSecured Parties. 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 secured by the Security Interests Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) The Company Each Debtor authorizes the Collateral AgentSecured Parties, and does hereby make, constitute and appoint the Collateral Agent Secured Parties and its their respective officers, agents, successors or assigns with full power of substitution, as the Companysuch Debtor’s true and lawful attorney-in-fact, with power, in the name of the Collateral Agent various Secured Parties or the Companysuch Debtor, to, after the occurrence and during the continuance of an Event of Default (as defined in the Notes)Default, (i) to endorse any note, checks, drafts, money orders or other instruments of payment (including, without limitation, including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Collateral AgentSecured Parties; (ii) to sign and endorse any financing statement pursuant to the UCC or any invoice, freight or express bxxxxxxx, bxxx 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 at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and sxx xxx for monies due in respect of the Collateral; (v) to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generally, at the option of the Collateral AgentSecured Parties, and at the expense of the CompanyDebtors, 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 the Collateral Agent deems Secured Parties deem necessary to protect, preserve and realize upon the Collateral and the Security Interests Interest granted therein in order to effect the intent of this Agreement and the Debentures all as fully and effectually as the Company Debtors might or could do; and the Company each 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 so the term of this Agreement and thereafter as long as any obligations secured by of the Security Interests 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 any Debtor is subject or to which any Debtor is a party. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, the Collateral Agent 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. (b) On a continuing basis, the Company each Debtor will make, execute, acknowledge, deliver, file and record, as the case may be, with the proper filing and recording agencies in any jurisdictionjurisdiction within the U.S., including, without limitation, the State of Delaware or other jurisdiction in which the Company may hereafter become domiciledjurisdictions indicated on Schedule C attached hereto, all such instruments, and take all such action as may reasonably be deemed necessary or advisable, or as reasonably requested by the Collateral AgentSecured Parties, 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 Collateral Agent Secured Parties the grant or perfection of a perfected security interest in all the Collateral under the UCC. (c) The Company Each Debtor hereby irrevocably appoints the Collateral Agent Secured Parties as the Companysuch Debtor’s attorney-in-fact, with full authority in the place and instead of the Company such Debtor and in the name of the Companysuch Debtor, from time to time in the Collateral Agent’s Secured Parties’ discretion, to take any action permitted under this Agreement and to execute any instrument which the Collateral Agent Secured Parties may reasonably 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 such Debtor where permitted by law, which financing statements may (but need not) describe the Collateral as “all assets” or “all personal property” or words of like import, and ratifies all such actions taken by the Collateral AgentSecured Parties. 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 secured by the Security Interests Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) The Company Borrower authorizes the Collateral AgentSecured Parties, and does hereby make, constitute and appoint the Collateral Agent it, and its respective officers, agents, successors or assigns with full power of substitution, as the CompanyBorrower’s true and lawful attorney-in-fact, with power, in its own name or in the name of the Collateral Agent or the CompanyBorrower, to, after the occurrence and during the continuance of an Event of Default (as defined in the Notes)Default, (i) to endorse any notenotes, checks, drafts, money orders orders, or other instruments of payment (including, without limitation, including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Collateral AgentSecured Parties; (ii) to sign and endorse any UCC financing statement pursuant to the UCC or any invoice, freight or express bxxxxxxx, bxxx xxxx of lading, storage or warehouse receipts, drafts against debtorsBorrower, 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 sxx xxx for monies due in respect of the Collateral; and (v) generally, to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generallydo, at the option of the Collateral AgentSecured Parties, and at the expense of the CompanyBorrower’s expense, 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 the Collateral Agent deems Secured Parties deem necessary to protect, preserve and realize upon the Collateral and the Security Interests Interest granted therein therein, in order to effect the intent of this Agreement and the Debentures, all as fully and effectually as the Company Borrower might or could do; and the 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 so long as any obligations secured by the Security Interests shall be outstanding. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, the Collateral Agent 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. (b) On a continuing basis, the Company will make, execute, acknowledge, deliver, file and record, as the case may be, with the proper filing and recording agencies in any jurisdiction, including, without limitation, the State of Delaware or other jurisdiction in which the Company may hereafter become domiciled, all such instruments, and take all such action as may reasonably be deemed necessary or advisable, or as reasonably requested by the Collateral Agent, 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 Collateral Agent the grant or perfection of a perfected security interest in all the Collateral under the UCC. (c) The Company hereby irrevocably appoints the Collateral Agent as the Company’s attorney-in-fact, with full authority in the place and instead of the Company and in the name of the Company, from time to time in the Collateral Agent’s discretion, to take any action permitted under this Agreement and to execute any instrument which the Collateral Agent may reasonably 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, which financing statements may (but need not) describe the Collateral as “all assets” or “all personal property” or words of like import, and ratifies all such actions taken by the Collateral Agent. 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 secured by the Security Interests shall be outstanding.could

Power of Attorney; Further Assurances. (a) The Company Each Debtor authorizes the Collateral AgentSecured Parties, and does hereby make, constitute and appoint the Collateral Agent Secured Parties and its officers, agents, successors or assigns with full power of substitution, as the Companysuch Debtor’s true and lawful attorney-in-fact, with power, in the name of the Collateral Agent Secured Parties or the Companysuch Debtor, to, after the occurrence and during the continuance of an Event of Default (as defined in the Notes)Default, (i) to endorse any note, checks, drafts, money orders or other instruments of payment (including, without limitation, including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Collateral AgentSecured Parties; (ii) to sign and endorse any financing statement pursuant to the UCC or any invoice, freight or express bxxx, 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 or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and sxx for monies due in respect of the Collateral; (v) to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generally, at the option of the Collateral AgentSecured Parties, and at the expense of the CompanyDebtors, 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 the Collateral Agent Secured Parties deems necessary to protect, preserve and realize upon the Collateral and the Security Interests granted therein in order to effect the intent of this Agreement and the Debentures all as fully and effectually as the Company Debtors might or could do; and the Company each 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 so the term of this Agreement and thereafter as long as any obligations secured by of the Security Interests 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 any Debtor is subject or to which any Debtor is a party. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, the Collateral Agent 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. (b) On a continuing basis, the Company each Debtor will make, execute, acknowledge, deliver, file and record, as the case may be, with the proper filing and recording agencies in any jurisdiction, including, without limitation, the State of Delaware or other jurisdiction in which the Company may hereafter become domiciled, all such instruments, and take all such action as may reasonably be deemed necessary or advisable, or as reasonably requested by the Collateral AgentSecured Parties, to perfect the Security Interest Interests granted hereunder and otherwise to carry out the intent and purposes of this Agreement, or for assuring and confirming to the Collateral Agent Secured Parties the grant or perfection of a perfected security interest in all the Collateral under the UCC. (c) The Company Each Debtor hereby irrevocably appoints the Collateral Agent Secured Parties as the Companysuch Debtor’s attorney-in-fact, with full authority in the place and instead of the Company such Debtor and in the name of the Companysuch Debtor, from time to time in the Collateral Agent’s Secured Parties’ discretion, to take any action permitted under this Agreement and to execute any instrument which the Collateral Agent Secured Parties may reasonably 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 such Debtor where permitted by law, which financing statements may (but need not) describe the Collateral as “all assets” or “all personal property” or words of like import, and ratifies all such actions taken by the Collateral AgentSecured Parties. 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 secured by the Security Interests Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) The Company Each Debtor authorizes the Collateral AgentSecured Parties, and does hereby make, constitute and appoint the Collateral Agent Secured Parties and its their respective officers, agents, successors or assigns with full power of substitution, as the Company’s such Debtor's true and lawful attorney-in-fact, with power, in the name of the Collateral Agent various Secured Parties or the Companysuch Debtor, to, after the occurrence and during the continuance of an Event of Default (as defined in the Notes)Default, (i) to endorse any note, checks, drafts, money orders or other instruments of payment (including, without limitation, including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Collateral AgentSecured Parties; (ii) to sign and endorse any financing statement pursuant to the UCC or any invoice, freight or express bxxxbill, bxxx bill of lading, storage or warehouse receipts, drafts against debtorsxxxxnst xxxtors, 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 sxx sue for monies due in respect of the Collateral; (v) to transfer any axx Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generally, at the option of the Collateral AgentSecured Parties, and at the expense of the CompanyDebtors, 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 the Collateral Agent deems Secured Parties deem necessary to protect, preserve and realize upon the Collateral and the Security Interests Interest granted therein in order to effect the intent of this Agreement and the Notes all as fully and effectually as the Company Debtors might or could do; and the Company each 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 so the term of this Agreement and thereafter as long as any obligations secured by of the Security Interests 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 any Debtor is subject or to which any Debtor is a party. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, the Collateral Agent 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. (b) On a continuing basis, the Company each Debtor will make, execute, acknowledge, deliver, file and record, as the case may be, with the proper filing and recording agencies in any jurisdiction, including, without limitation, the State of Delaware or other jurisdiction in which the Company may hereafter become domiciledjurisdictions indicated on Schedule C attached hereto, all such instruments, and take all such action as may reasonably be deemed necessary or advisable, or as reasonably requested by the Collateral AgentSecured Parties, 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 Collateral Agent Secured Parties the grant or perfection of a perfected security interest in all the Collateral under the UCC. (c) The Company Each Debtor hereby irrevocably appoints the Collateral Agent Secured Parties as the Company’s such Debtor's attorney-in-fact, with full authority in the place and instead of the Company such Debtor and in the name of the Companysuch Debtor, from time to time in the Collateral Agent’s Secured Parties' discretion, to take any action permitted under this Agreement and to execute any instrument which the Collateral Agent Secured Parties may reasonably 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 such Debtor where permitted by law, which financing statements may (but need not) describe the Collateral as “"all assets” " or “"all personal property” " or words of like import, and ratifies all such actions taken by the Collateral AgentSecured Parties. 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 secured by the Security Interests Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) The Company Subject to the rights of Wachovia under the Wachovia Agreement, each Debtor authorizes the Collateral AgentSecured Parties, and does hereby make, constitute and appoint the Collateral Agent Secured Parties and its their respective officers, agents, successors or assigns with full power of substitution, as the Company’s such Debtor's true and lawful attorney-in-fact, with power, in the name of the Collateral Agent various Secured Parties or the Companysuch Debtor, to, after the occurrence and during the continuance of an Event of Default (as defined in the Notes)Default, (i) to endorse any note, checks, drafts, money orders or other instruments of payment (including, without limitation, including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Collateral AgentSecured Parties; (ii) to sign and endorse any financing statement pursuant to the UCC or any invoice, freight or express bxxxbill, bxxx 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 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 sxx sue for monies due in respect rxxxect of the Collateral; (v) to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generally, at the option of the Collateral AgentSecured Parties, and at the expense of the CompanyDebtors, 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 the Collateral Agent deems Secured Parties deem necessary to protect, preserve and realize upon the Collateral and the Security Interests Interest granted therein in order to effect the intent of this Agreement and the Notes all as fully and effectually as the Company Debtors might or could do; and the Company each 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 so the term of this Agreement and thereafter as long as any obligations secured by of the Security Interests 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 any Debtor is subject or to which any Debtor is a party. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, the Collateral Agent 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. (b) On a continuing basis, the Company each Debtor will make, execute, acknowledge, deliver, file and record, as the case may be, with the proper filing and recording agencies in any jurisdiction, including, without limitation, the State of Delaware or other jurisdiction in which the Company may hereafter become domiciledjurisdictions indicated on Schedule C attached hereto, all such instruments, and take all such action as may reasonably be deemed necessary or advisable, or as reasonably requested by the Collateral AgentSecured Parties, 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 Collateral Agent Secured Parties the grant or perfection of a perfected security interest in all the Collateral under the UCC. (c) The Company Each Debtor hereby irrevocably appoints the Collateral Agent Secured Parties as the Company’s such Debtor's attorney-in-fact, with full authority in the place and instead of the Company such Debtor and in the name of the Companysuch Debtor, from time to time in the Collateral Agent’s Secured Parties' discretion, to take any action permitted under this Agreement and to execute any instrument which the Collateral Agent Secured Parties may reasonably 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 such Debtor where permitted by law, which financing statements may (but need not) describe the Collateral as “"all assets” " or “"all personal property” " or words of like import, and ratifies all such actions taken by the Collateral AgentSecured Parties. 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 secured by the Security Interests Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) The Company authorizes the Collateral AgentSecured Party, and does hereby make, constitute and appoint the Collateral Agent it, and its respective officers, agents, successors or assigns with full power of substitution, as the Company’s 's true and lawful attorney-in-fact, with power, in its own name or in the name of the Collateral Agent or the Company, to, after the occurrence and during the continuance of an Event of Default (that has not been cured as defined provided for herein and in the Notes)other agreements related to this transaction, (i) to endorse any notenotes, checks, drafts, money orders orders, or other instruments of payment (including, without limitation, including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Collateral AgentSecured Party; (ii) to sign and endorse any UCC financing statement pursuant to the UCC or any invoice, freight or express bxxxxxxx, bxxx 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 at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and sxx xxx for monies due in respect of the Collateral; (v) and generally, to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generallydo, at the option of the Collateral AgentSecured Party, and at the expense of the Company's expense, 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 the Collateral Agent Secured Party deems necessary to protect, preserve and realize upon the Collateral and the Security Interests Interest granted therein in order to effect the intent of this Agreement Agreement, the Notes, all as fully and effectually as the Company might or could do; and the 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 so the term of this Agreement and thereafter as long as any obligations secured by of the Security Interests Obligations shall be outstanding. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, the Collateral Agent 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. (b) On a continuing basis, the Company will make, execute, acknowledge, deliver, file and record, as the case may be, with in the proper filing and recording agencies places in any jurisdiction, including, without limitation, the State of Delaware or other jurisdiction in which the Company may hereafter become domiciledjurisdictions 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 Collateral AgentSecured 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 Collateral Agent Secured Party the grant or perfection of a perfected security interest in all the Collateral under the UCCCollateral. (c) The After the occurrence and during the continuance of an Event of Default that has not been cured as provided for herein and in other agreements related to this transaction, the Company hereby irrevocably appoints the Collateral Agent Secured Party as the Company’s 's attorney-in-fact, with full authority in the place and instead stead of the Company and in the name of the Company, from time to time in the Collateral Agent’s Secured Party's discretion, to take any action permitted under this Agreement and to execute any instrument which the Collateral Agent Secured Party may reasonably 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, which financing statements may (but need not) describe the Collateral as “all assets” or “all personal property” or words of like import, and ratifies all such actions taken by the Collateral Agent. 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 secured by the Security Interests shall be outstanding.

Power of Attorney; Further Assurances. (a) The Company Each Debtor authorizes the Collateral AgentSecured Parties, and does hereby make, constitute and appoint the Collateral Agent Secured Parties and its their respective officers, agents, successors or assigns with full power of substitution, as the Company’s such Debtor's true and lawful attorney-in-fact, with power, in the name of the Collateral Agent various Secured Parties or the Companysuch Debtor, to, after the occurrence and during the continuance of an Event of Default (as defined in the Notes)Default, (i) to endorse any note, checks, drafts, money orders or other instruments of payment (including, without limitation, including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Collateral AgentSecured Parties; (ii) to sign and endorse any financing statement pursuant to the UCC or any invoice, freight or express bxxxbill, bxxx bill of lading, storage or warehouse receipts, drafts against drafxx agaxxxx 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 sxx sue for monies due in respect of the Collateral; (v) to transfer any transfex xny Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generally, at the option of the Collateral AgentSecured Parties, and at the expense of the CompanyDebtors, 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 the Collateral Agent deems Secured Parties deem necessary to protect, preserve and realize upon the Collateral and the Security Interests Interest granted therein in order to effect the intent of this Agreement and the Notes all as fully and effectually as the Company Debtors might or could do; and the Company each 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 so the term of this Agreement and thereafter as long as any obligations secured by of the Security Interests 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 any Debtor is subject or to which any Debtor is a party. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, the Collateral Agent 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. (b) On a continuing basis, the Company each Debtor will make, execute, acknowledge, deliver, file and record, as the case may be, with the proper filing and recording agencies in any jurisdiction, including, without limitation, the State of Delaware or other jurisdiction in which the Company may hereafter become domiciledjurisdictions indicated on SCHEDULE C attached hereto, all such instruments, and take all such action as may reasonably be deemed necessary or advisable, or as reasonably requested by the Collateral AgentSecured Parties, 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 Collateral Agent Secured Parties the grant or perfection of a perfected security interest in all the Collateral under the UCC. (c) The Company Each Debtor hereby irrevocably appoints the Collateral Agent Secured Parties as the Company’s such Debtor's attorney-in-fact, with full authority in the place and instead of the Company such Debtor and in the name of the Companysuch Debtor, from time to time in the Collateral Agent’s Secured Parties' discretion, to take any action permitted under this Agreement and to execute any instrument which the Collateral Agent Secured Parties may reasonably 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 such Debtor where permitted by law, which financing statements may (but need not) describe the Collateral as “"all assets” " or “"all personal property” " or words of like import, and ratifies all such actions taken by the Collateral AgentSecured Parties. 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 secured by the Security Interests Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) The Company Each Debtor authorizes the Collateral AgentSecured Parties, and does hereby make, constitute and appoint the Collateral Agent Secured Parties and its their respective officers, agents, successors or assigns with full power of substitution, as the Company’s such Debtor's true and lawful attorney-in-fact, with power, in the name of the Collateral Agent various Secured Parties or the Companysuch Debtor, to, after the occurrence and during the continuance of an Event of Default (as defined in the Notes)Default, (i) to endorse any note, checks, drafts, money orders or other instruments of payment (including, without limitation, including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Collateral AgentSecured Parties; (ii) to sign and endorse any financing statement pursuant to the UCC or any invoice, freight or express bxxxbill, bxxx bill of lading, storage or warehouse receipts, drafts against agxxxxt 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 sxx sue for monies due in respect of the Collateral; (v) to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generally, at the option of the Collateral AgentSecured Parties, and at the expense of the CompanyDebtors, 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 the Collateral Agent deems Secured Parties deem necessary to protect, preserve and realize upon the Collateral and the Security Interests Interest granted therein in order to effect the intent of this Agreement and the Debentures all as fully and effectually as the Company Debtors might or could do; and the Company each 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 so the term of this Agreement and thereafter as long as any obligations secured by of the Security Interests 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 any Debtor is subject or to which any Debtor is a party. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, the Collateral Agent 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. (b) On a continuing basis, the Company each Debtor will make, execute, acknowledge, deliver, file and record, as the case may be, with the proper filing and recording agencies in any jurisdiction, including, without limitation, the State of Delaware or other jurisdiction in which the Company may hereafter become domiciledjurisdictions indicated on Schedule C attached hereto, all such instruments, and take all such action as may reasonably be deemed necessary or advisable, or as reasonably requested by the Collateral AgentSecured Parties, 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 Collateral Agent Secured Parties the grant or perfection of a perfected security interest in all the Collateral under the UCC. (c) The Company Each Debtor hereby irrevocably appoints the Collateral Agent Secured Parties as the Company’s such Debtor's attorney-in-fact, with full authority in the place and instead of the Company such Debtor and in the name of the Companysuch Debtor, from time to time in the Collateral Agent’s Secured Parties' discretion, to take any action permitted under this Agreement and to execute any instrument which the Collateral Agent Secured Parties may reasonably 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 such Debtor where permitted by law, which financing statements may (but need not) describe the Collateral as “"all assets” " or “"all personal property” " or words of like import, and ratifies all such actions taken by the Collateral AgentSecured Parties. 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 secured by the Security Interests Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) The Company Each Debtor authorizes the Collateral AgentSecured Parties, and does hereby make, constitute and appoint the Collateral Agent it, and its respective officers, agents, successors or assigns with full power of substitution, as the Company’s Debtors' true and lawful attorney-in-fact, with power, in its own name or in the name of the Collateral Agent or the CompanyDebtors, to, after the occurrence and during the continuance of an Event of Default (as defined in the Notes)Default, (i) to endorse any notenotes, checks, drafts, money orders orders, or other instruments of payment (including, without limitation, including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Collateral AgentSecured Parties; (ii) to sign and endorse any financing statement pursuant to the UCC or any invoice, freight or express bxxxxxxx, bxxx 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 at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and sxx xxx for monies due in respect of the Collateral; and (v) generally, to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generallydo, at the option of the Collateral AgentSecured Parties, and at the expense of the CompanyDebtors' expense, 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 the Collateral Agent Secured Parties deems necessary to protect, preserve and realize upon the Collateral and the Security Interests Interest granted therein in order to effect the intent of this Agreement, the Debentures and the IP Security Agreement all as fully and effectually as the Company Debtors might or could do; and the Company each 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 so the term of this Agreement and thereafter as long as any obligations secured by of the Security Interests Obligations shall be outstanding. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, the Collateral Agent 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. (b) On a continuing basis, the Company each Debtor will make, execute, acknowledge, deliver, file and record, as the case may be, with the proper filing and recording agencies in any jurisdiction, including, without limitation, the State of Delaware or other jurisdiction in which the Company may hereafter become domiciledjurisdictions 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 Collateral AgentSecured Parties, 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 Collateral Agent Secured Parties the grant or perfection of a perfected first priority security interest in all the Collateral under the UCC. (c) The Company Each Debtor hereby irrevocably appoints the Collateral Agent Secured Parties as the Company’s such Debtor's attorney-in-fact, with full authority in the place and instead stead of the Company such Debtor and in the name of the Companysuch Debtor, from time to time in the Collateral Agent’s Secured Parties' discretion, to take any action permitted under this Agreement and to execute any instrument which the Collateral Agent Secured Parties may reasonably 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 such Debtor where permitted by law, which financing statements may (but need not) describe the Collateral as “all assets” or “all personal property” or words of like import, and ratifies all such actions taken by the Collateral Agent. 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 secured by the Security Interests shall be outstanding.

Power of Attorney; Further Assurances. (a) The Company Debtor authorizes the Collateral AgentSecured Parties, and does hereby make, constitute and appoint the Collateral Agent Secured Parties and its their respective officers, agents, successors or assigns with full power of substitution, as the Companysuch Debtor’s true and lawful attorney-in-factinfact, with power, in the name of the Collateral Agent various Secured Parties or the Companysuch Debtor, to, after the occurrence and during the continuance of an Event of Default (as defined in the Notes)Default, (i) to endorse any note, checks, drafts, money orders or other instruments of payment (including, without limitation, including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Collateral AgentSecured Parties; (ii) to sign and endorse any financing statement pursuant to the UCC or any invoice, freight or express bxxxxxxx, bxxx 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 at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and sxx xxx for monies due in respect of the Collateral; (v) to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generally, at the option of the Collateral AgentSecured Parties, and at the expense of the CompanyDebtors, 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 the Collateral Agent deems Secured Parties deem necessary to protect, preserve and realize upon the Collateral and the Security Interests Interest granted therein in order to effect the intent of this Agreement and the Notes all as fully and effectually as the Company Debtors might or could do; and the Company 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 so the term of this Agreement and thereafter as long as any obligations secured by of the Security Interests 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 any Debtor is subject or to which any Debtor is a party. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, the Collateral Agent 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. (b) On a continuing basis, the Company Debtor will make, execute, acknowledge, deliver, file and record, as the case may be, with the proper filing and recording agencies in any jurisdiction, including, without limitation, the State of Delaware or other jurisdiction in which the Company may hereafter become domiciledjurisdictions indicated on Schedule C attached hereto, all such instruments, and take all such action as may reasonably be deemed necessary or advisable, or as reasonably requested by the Collateral AgentSecured Parties, 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 Collateral Agent Secured Parties the grant or perfection of a perfected security interest in all the Collateral under the UCC. (c) The Company Debtor hereby irrevocably appoints the Collateral Agent Secured Parties as the Companysuch Debtor’s attorney-in-fact, with full authority in the place and instead of the Company such Debtor and in the name of the Companysuch Debtor, from time to time in the Collateral Agent’s Secured Parties’ discretion, to take any action permitted under this Agreement and to execute any instrument which the Collateral Agent Secured Parties may reasonably 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 such Debtor where permitted by law, which financing statements may (but need not) describe the Collateral as “all assets” or “all personal property” or words of like import, and ratifies all such actions taken by the Collateral AgentSecured Parties. 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 secured by the Security Interests Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) The Company Each Debtor authorizes the Collateral AgentSecured Parties, and does hereby make, constitute and appoint the Collateral Agent Secured Parties and its their respective officers, agents, successors or assigns with full power of substitution, as the Company’s such Debtor's true and lawful attorney-in-fact, with power, in the name of the Collateral Agent various Secured Parties or the Companysuch Debtor, to, after the occurrence and during the continuance of an Event of Default (as defined in the Notes)Default, (i) to endorse any note, checks, drafts, money orders or other instruments of payment (including, without limitation, including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Collateral AgentSecured Parties; (ii) to sign and endorse any financing statement pursuant to the UCC or any invoice, freight or express bxxxbill, bxxx bill of lading, storage or warehouse receipts, drafts against debtorsxxxxnst xxxtors, 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 sxx sue for monies due in respect of the Collateral; (v) to transfer any axx Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generally, at the option of the Collateral AgentSecured Parties, and at the expense of the CompanyDebtors, 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 the Collateral Agent deems Secured Parties deem necessary to protect, preserve and realize upon the Collateral and the Security Interests Interest granted therein in order to effect the intent of this Agreement and the Debentures all as fully and effectually as the Company Debtors might or could do; and the Company each 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 so the term of this Agreement and thereafter as long as any obligations secured by of the Security Interests 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 any Debtor is subject or to which any Debtor is a party. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, the Collateral Agent 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. (b) On a continuing basis, the Company each Debtor will make, execute, acknowledge, deliver, file and record, as the case may be, with the proper filing and recording agencies in any jurisdiction, including, without limitation, the State of Delaware or other jurisdiction in which the Company may hereafter become domiciledjurisdictions indicated on Schedule C attached hereto, all such instruments, and take all such action as may reasonably be deemed necessary or advisable, or as reasonably requested by the Collateral AgentSecured Parties, 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 Collateral Agent Secured Parties the grant or perfection of a perfected security interest in all the Collateral under the UCC. (c) The Company Each Debtor hereby irrevocably appoints the Collateral Agent Secured Parties as the Company’s such Debtor's attorney-in-fact, with full authority in the place and instead of the Company such Debtor and in the name of the Companysuch Debtor, from time to time in the Collateral Agent’s Secured Parties' discretion, to take any action permitted under this Agreement and to execute any instrument which the Collateral Agent Secured Parties may reasonably 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 such Debtor where permitted by law, which financing statements may (but need not) describe the Collateral as “"all assets” " or “"all personal property” " or words of like import, and ratifies all such actions taken by the Collateral AgentSecured Parties. 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 secured by the Security Interests Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) The Company Subject to the terms of the Intercreditor Agreement (as defined in the Note), the Debtor authorizes the Collateral AgentSecured Party, and does hereby make, constitute and appoint the Collateral Agent Secured Party and its officers, agents, successors or assigns with full power of substitution, as the CompanyDebtor’s true and lawful attorney-in-fact, with power, in the name of the Collateral Agent Secured Party or the CompanyDebtor, to, after the occurrence and during the continuance of an Event of Default (as defined in the Notes)Default, (i) to endorse any note, checks, drafts, money orders or other instruments of payment (including, without limitation, including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Collateral AgentSecured Party; (ii) to sign and endorse any financing statement pursuant to the UCC or any invoice, freight or express bxxxxxxx, bxxx 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 at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and sxx xxx for monies due in respect of the Collateral; (v) to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generally, at the option of the Collateral AgentSecured Party, and at the expense of the CompanyDebtor, 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 the Collateral Agent Secured Party deems necessary to protect, preserve and realize upon the Collateral and the Security Interests granted therein in order to effect the intent of this Agreement and the Note all as fully and effectually as the Company Debtor might or could do; and the Company 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 so the term of this Agreement and thereafter as long as any obligations secured by of the Security Interests 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, the Collateral Agent 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. (b) On a continuing basis, the Company Debtor will make, execute, acknowledge, deliver, file and record, as the case may be, with the proper filing and recording agencies in any jurisdiction, including, without limitation, the State of Delaware or other jurisdiction in which the Company may hereafter become domiciledjurisdictions indicated on Schedule C attached hereto, all such instruments, and take all such action as may reasonably be deemed necessary or advisable, or as reasonably requested by the Collateral AgentSecured Party, to perfect the Security Interest Interests granted hereunder and otherwise to carry out the intent and purposes of this Agreement, or for assuring and confirming to the Collateral Agent Secured Party the grant or perfection of a perfected security interest in all the Collateral under the UCC. (c) The Company Debtor hereby irrevocably appoints the Collateral Agent Secured Party as the CompanyDebtor’s attorney-in-fact, with full authority in the place and instead stead of the Company Debtor and in the name of the CompanyDebtor, from time to time in the Collateral AgentSecured Party’s discretion, to take any action permitted under this Agreement and to execute any instrument which the Collateral Agent Secured Party may reasonably 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 Debtor where permitted by law, which financing statements may (but need not) describe the Collateral as “all assets” or “all personal property” or words of like import, and ratifies all such actions taken by the Collateral AgentSecured Party. 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 secured by the Security Interests Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) 12.1 The Company Borrower authorizes the Collateral AgentLender, and does hereby make, constitute and appoint the Collateral Agent it, and its respective officers, agents, successors or assigns with full power of substitution, as the CompanyBorrower’s true and lawful attorney-in-fact, with power, in its own name or in the name of the Collateral Agent or the CompanyBorrower, to, after the occurrence and during the continuance of an Event of Default (as defined in the Notes)Default, (i) to endorse any notenotes, checks, drafts, money orders orders, or other instruments of payment (including, without limitation, including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Collateral AgentLender; (ii) to sign and endorse any UCC financing statement pursuant to the UCC or any invoice, freight or express bxxxxxxx, bxxx 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 at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and sxx xxx for monies due in respect of the Collateral; and (v) generally, to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generallydo, at the option of the Collateral AgentLender, and at the expense of the CompanyBorrower’s expense, 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 the Collateral Agent Lender deems necessary to protect, preserve and realize upon the Collateral and the Security Interests Interest granted therein in order to effect the intent of this Agreement the Loan Documents, all as fully and effectually as the Company Borrower might or could do; and the Company Borrower 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 so the term of this Agreement and thereafter as long as any obligations secured by of the Security Interests Obligations shall be outstanding. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, the Collateral Agent 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. (b) 12.2 On a continuing basis, the Company Borrower will make, execute, acknowledge, deliver, file and record, as the case may be, with in the proper filing and recording agencies places in any jurisdiction, including, without limitation, the State of Delaware or other jurisdiction in which the Company may hereafter become domiciled, all such instruments, and take all such action as may reasonably be deemed necessary or advisable, or as reasonably requested by the Collateral AgentLender, 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 Collateral Agent Lender the grant or perfection of a perfected security interest in all the Collateral under the UCCCollateral. (c) 12.3 The Company Borrower hereby irrevocably appoints the Collateral Agent Lender as the CompanyBorrower’s attorney-in-fact, with full authority in the place and instead stead of the Company Borrower and in the name of the CompanyBorrower, from time to time in the Collateral AgentLender’s discretion, to take any action permitted under this Agreement and to execute any instrument which the Collateral Agent Lender may reasonably 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 Borrower where permitted by law, which financing statements may (but need not) describe the Collateral as “all assets” or “all personal property” or words of like import, and ratifies all such actions taken by the Collateral Agent. 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 secured by the Security Interests shall be outstanding.

Power of Attorney; Further Assurances. (a) The Company Each Debtor authorizes the Collateral AgentSecured Lender, and does hereby make, constitute and appoint the Collateral Agent Secured Lender and its officers, agents, successors or assigns with full power of substitution, as the Companysuch Debtor’s true and lawful attorney-in-fact, with power, in the name of the Collateral Agent Secured Lender or the Companysuch Debtor, to, after the occurrence and during the continuance of an Event of Default (as defined in the Notes)Default, (i) to endorse any note, checks, drafts, money orders or other instruments of payment (including, without limitation, including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Collateral AgentSecured Lender; (ii) to sign and endorse any financing statement pursuant to the UCC or any invoice, freight or express bxxxbill, bxxx 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 sxx sue for monies due in respect of the Collateral; (v) to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generally, at the option of the Collateral AgentSecured Lender, and at the expense of the CompanyDebtors, 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 the Collateral Agent Secured Lender deems necessary to protect, preserve and realize upon the Collateral and the Security Interests granted therein in order to effect the intent of this Agreement and the Transaction Documents (as defined in the Exchange Agreement) all as fully and effectually as the Company Debtors might or could do; and the Company each 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 so the term of this Agreement and thereafter as long as any obligations secured by of the Security Interests 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 any Debtor is subject or to which any Debtor is a party. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, the Collateral Agent Secured Lender 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. (b) On a continuing basis, the Company each Debtor will make, execute, acknowledge, deliver, file and record, as the case may be, with the proper filing and recording agencies in any jurisdiction, including, without limitation, the State of Delaware or other jurisdiction in which the Company may hereafter become domiciledjurisdictions indicated on Schedule C attached hereto, all such instruments, and take all such action as may reasonably be deemed necessary or advisable, or as reasonably requested by the Collateral AgentSecured Lender, to perfect the Security Interest Interests granted hereunder and otherwise to carry out the intent and purposes of this Agreement, or for assuring and confirming to the Collateral Agent Secured Lender the grant or perfection of a perfected security interest in all the Collateral under the UCC. (c) The Company Each Debtor hereby irrevocably appoints the Collateral Agent Secured Lender as the Companysuch Debtor’s attorney-in-fact, with full authority in the place and instead of the Company such Debtor and in the name of the Companysuch Debtor, from time to time in the Collateral AgentSecured Lender’s discretion, to take any action permitted under this Agreement and to execute any instrument which the Collateral Agent Secured Lender may reasonably 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 such Debtor where permitted by law, which financing statements may (but need not) describe the Collateral as “all assets” or “all personal property” or words of like import, and ratifies all such actions taken by the Collateral AgentSecured Lender. 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 secured by the Security Interests Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) The Company Each Debtor authorizes the Collateral Agent, and does hereby make, constitute and appoint the Collateral Agent Agent, its successors and its officers, agents, successors or permitted assigns and their respective officers with full power of substitution, as the Company’s such Debtor's true and lawful attorney-in-fact, with power, in the name of the Collateral Agent or the Companysuch Debtor, after the occurrence and during the continuance of an Event of Default (as defined in that is not waived by the Notes), Holder or cured by the Company: (i) to endorse any note, checks, drafts, money orders or other instruments of payment (including, without limitation, including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Collateral Agent; (ii) to sign and endorse any financing statement pursuant to the UCC or any invoice, freight or express bxxxbill, bxxx bill of lading, storage or xxxxagx xx 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 sxx sue for monies due in respect respecx of the Collateral; (v) to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generally, at the option of the Collateral Agent, and at the expense of the CompanyDebtors, 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 the Collateral Agent deems necessary to protect, preserve and realize upon the Collateral and the Security Interests granted therein in order to effect the intent of this Agreement and the Debentures all as fully and effectually as the Company Debtors might or could do; and the Company each 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 so the term of this Agreement and thereafter as long as any obligations secured by of the Security Interests 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 any Debtor is subject or to which any Debtor is a party. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Any Event of DefaultDefault that is not waived by the Holder or cured by the Company, the Collateral Agent each Secured Party is specifically authorized to execute and file any applications for or instruments of transfer and assignment to any purchaser thereof in accordance herewith of any patents, trademarks, copyrights or other Intellectual Property with the United States Patent and Trademark Office and the United States Copyright Office. (b) On a continuing basis, the Company each Debtor will make, execute, acknowledge, deliver, file and record, as the case may be, with the proper filing and recording agencies all such instruments in any jurisdiction, jurisdiction within the United States including, without limitation, the State of Delaware or other jurisdiction in which the Company may hereafter become domiciledjurisdictions indicated on Schedule C attached hereto, and will use commercially reasonable best efforts to make, execute, acknowledge, deliver, file and record all such instrumentsinstruments with the proper filing and recording agencies in any other jurisdiction, and will take all such action other actions as may reasonably be deemed necessary or advisablenecessary, or as reasonably requested by the Collateral Agent, in order (i) to create or perfect the Security Interest granted hereunder and Interests as contemplated hereunder, (ii) to otherwise to carry out the intent and purposes of this Agreement, or for assuring (iii) to reasonable assure and confirming confirm such perfection of the Security Interests to the Collateral Agent the grant or perfection of a perfected security interest in all the Collateral under the UCCAgent. (c) The Company Each Debtor hereby irrevocably appoints the Collateral Agent Agent, its successors and permitted assigns and their respective officers as the Company’s such Debtor's attorney-in-fact, with full authority in the place and instead of the Company such Debtor and in the name of the Companysuch Debtor, from time to time in the Collateral Agent’s 's discretion, to take any action permitted under this Agreement and to execute any instrument which the Collateral Agent may reasonably 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 such Debtor where permitted by law, which financing statements may (but need not) describe the Collateral as “"all assets” " or “"all personal property” " or words of like import, and ratifies all such actions taken by the Collateral Agent. 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 secured by the Security Interests Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) The Company Debtor authorizes the Collateral AgentSecured Party, and does hereby make, constitute and appoint the Collateral Agent Secured Party and its officers, agents, successors or assigns with full power of substitution, as the CompanyDebtor’s true and lawful attorney-in-fact, with power, in the name of the Collateral Agent various Secured Party or the CompanyDebtor, to, after the occurrence and during the continuance of an Event of Default (as defined in the Notes)Default, (i) to endorse any note, checks, drafts, money orders or other instruments of payment (including, without limitation, including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Collateral AgentSecured Party; (ii) to sign and endorse any financing statement pursuant to the UCC or any invoice, freight or express bxxxxxxx, bxxx 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 at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and sxx xxx for monies due in respect of the Collateral; (v) to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generally, at the option of the Collateral AgentSecured Party, and at the expense of the CompanyDebtor, 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 the Collateral Agent Secured Party deems necessary to protect, preserve and realize upon the Collateral and the Security Interests Interest granted therein in order to effect the intent of this Agreement, the Purchase Agreement, the February Purchase Agreement and the Debentures all as fully and effectually as the Company Debtor might or could do; and the Company 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 so the term of this Agreement and thereafter as long as any obligations secured by of the Security Interests 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, the Collateral Agent 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. (b) On a continuing basis, the Company Debtor will make, execute, acknowledge, deliver, file and record, as the case may be, with the proper filing and recording agencies in any jurisdiction, including, without limitation, the State of Delaware or other jurisdiction in which the Company may hereafter become domiciledjurisdictions indicated on Schedule C attached hereto, all such instruments, and take all such action as may reasonably be deemed necessary or advisable, or as reasonably requested by the Collateral AgentSecured 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 Collateral Agent Secured Party the grant or perfection of a perfected security interest in all the Collateral under the UCC. (c) The Company Debtor hereby irrevocably appoints the Collateral Agent Secured Party as the CompanyDebtor’s attorney-in-fact, with full authority in the place and instead of the Company Debtor and in the name of the CompanyDebtor, from time to time in the Collateral AgentSecured Party’s discretion, to take any action permitted under this Agreement and to execute any instrument which the Collateral Agent Secured Party may reasonably 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 Debtor where permitted by law, which financing statements may (but need not) describe the Collateral as “all assets” or “all personal property” or words of like import, and ratifies all such actions taken by the Collateral AgentSecured Party. 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 secured by the Security Interests Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) The Company Each Debtor authorizes the Collateral Agent, and does hereby make, constitute and appoint the Collateral Agent and its respective officers, agents, successors or assigns with full power of substitution, as the Companysuch Debtor’s true and lawful attorney-in-fact, with power, in the name of the Collateral Agent various Secured Parties or the Companysuch Debtor, to, after the occurrence and during the continuance of an Event of Default (as defined in the Notes)Default, (i) to endorse any note, checks, drafts, money orders or other instruments of payment (including, without limitation, including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Collateral AgentSecured Parties; (ii) to sign and endorse any financing statement pursuant to the UCC or any invoice, freight or express bxxxxxxx, bxxx 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 at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and sxx xxx for monies due in respect of the Collateral; (v) to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generally, at the option of the Collateral Agent, and at the expense of the CompanyDebtors, 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 the Collateral Agent deems 84138542_5 necessary to protect, preserve and realize upon the Collateral and the Security Interests Interest granted therein in order to effect the intent of this Agreement and the Notes all as fully and effectually as the Company Debtors might or could do; and the Company each 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 so the term of this Agreement and thereafter as long as any obligations secured by of the Security Interests 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 any Debtor is subject or to which any Debtor is a party. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, the Collateral Agent 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. (b) On a continuing basis, the Company each Debtor will make, execute, acknowledge, deliver, file and record, as the case may be, with the proper filing and recording agencies in any jurisdiction, including, without limitation, the State of Delaware or other jurisdiction in which the Company may hereafter become domiciledjurisdictions indicated on Schedule C attached hereto, all such instruments, and take all such action as may reasonably be deemed necessary or advisable, or as reasonably requested by the Collateral Agent, 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 Collateral Agent Secured Parties the grant or perfection of a perfected security interest in all the Collateral under the UCC. (c) The Company Each Debtor hereby irrevocably appoints the Collateral Agent as the Companysuch Debtor’s attorney-in-fact, with full authority in the place and instead of the Company such Debtor and in the name of the Companysuch Debtor, from time to time in the Collateral Agent’s discretion, to take any action permitted under this Agreement and to execute any instrument which the Collateral Agent may reasonably 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 such Debtor where permitted by law, which financing statements may (but need not) describe the Collateral as “all assets” or “all personal property” or words of like import, and ratifies all such actions taken by the Collateral Agent. 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 secured by the Security Interests Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) The Company authorizes Seller hereby grants to the Collateral AgentTrust an irrevocable power of attorney, and does hereby make, constitute and appoint the Collateral Agent and its officers, agents, successors or assigns with full power of substitution, as the Company’s true and lawful attorney-in-factcoupled with an interest, with power, to take in the name of the Collateral Agent Seller or in the name of the Trust, acting reasonably, all steps necessary or advisable to WSLEGAL\047083\00034\17266544v3 I\113475037.1 endorse or negotiate an instrument, xxxx of exchange or other writing or to otherwise enforce or realize on any Pool Asset or other right of any kind held or owned by the Seller or transmitted to or received by the Seller or the CompanyTrust as payment on account or otherwise in respect of the Pool Asset, after the occurrence and during the continuance of an Event of Default (as defined to execute and deliver, in the Notes)Seller's name and on the Seller's behalf, such instruments and documents necessary or desirable to evidence or protect the ownership of the Trust in the Pool Assets and to execute and file, in the Seller's name and on the Seller's behalf, such recording, registration, financing or similar statements (iincluding any amendments, renewals and continuation statements) under applicable laws, including the PPSA, in such jurisdictions where it may be necessary to validate, perfect or protect the ownership of the Trust as aforesaid. The Seller shall execute and deliver such additional documents and shall take such further actions as the Trust may reasonably request to effect or evidence the sale, assignment and transfer of the Pool Assets, and the Trust's ownership interest therein or otherwise necessary or desirable in furtherance of the foregoing. The Seller shall execute and deliver to the Trust such powers of attorney as may be necessary or appropriate to enable the Trust to endorse for payment any notecheque, checks, drafts, money orders draft or other instruments instrument delivered to the Trust in payment of payment (including, without limitation, payments payable any amount under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Collateral Agent; (ii) to sign and endorse any financing statement pursuant to the UCC or any invoice, freight or express bxxx, 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 or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and sxx for monies due in respect of the Collateral; (v) to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generally, at the option of the Collateral Agent, and at the expense 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 the Collateral Agent deems necessary to protect, preserve and realize upon the Collateral and the Security Interests granted therein in order to effect the intent of this Agreement all as fully and effectually as the Company might or could do; and the 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 so long as any obligations secured by the Security Interests shall be outstanding. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, the Collateral Agent 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 Officea Pool Asset. (b) On a continuing basis, the Company The Trust hereby covenants and agrees that it will make, execute, acknowledge, deliver, file and record, as the case may be, with the proper filing and recording agencies in any jurisdiction, including, without limitation, the State of Delaware or other jurisdiction in which the Company may hereafter become domiciled, all such instruments, and take all such action as may reasonably be deemed necessary or advisable, or as reasonably requested by the Collateral Agent, 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 Collateral Agent the grant or perfection of a perfected security interest in all the Collateral under the UCC. (c) The Company hereby irrevocably appoints the Collateral Agent as the Company’s attorney-in-fact, with full authority in the place and instead of the Company and in the name of the Company, from time to time in the Collateral Agent’s discretion, to take any action permitted under this Agreement and to execute any instrument which the Collateral Agent may reasonably 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 not exercise any of the Collateral without rights conferred by Section 5.16(a) except upon the signature occurrence of a Trigger Event and then only in respect of the Company where permitted by law, which financing statements may (but need not) describe the Collateral as “all assets” or “all personal property” or words of like import, and ratifies all such actions taken by the Collateral Agent. 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 secured by the Security Interests shall be outstandingPool Assets.

Power of Attorney; Further Assurances. (a) The Company Each Debtor authorizes the Collateral AgentSecured Parties, and does hereby make, constitute and appoint the Collateral Agent Secured Parties and its officers, agents, successors or assigns with full power of substitution, as the Companysuch Debtor’s true and lawful attorney-in-fact, with power, in the name of the Collateral Agent Secured Parties or the Companysuch Debtor, to, after the occurrence and during the continuance of an Event of Default (as defined in the Notes)Default, (i) to endorse any note, checks, drafts, money orders or other instruments of payment (including, without limitation, including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Collateral AgentSecured Parties; (ii) to sign and endorse any financing statement pursuant to the UCC or any invoice, freight or express bxxx, 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 or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and sxx for monies due in respect of the Collateral; (v) to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generally, at the option of the Collateral AgentSecured Parties, and at the expense of the CompanyDebtors, 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 the Collateral Agent deems Secured Parties deem necessary to protect, preserve and realize upon the Collateral and the Security Interests granted therein in order to effect the intent of this Agreement and the Note all as fully and effectually as the Company Debtors might or could do; and the Company each 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 so the term of this Agreement and thereafter as long as any obligations secured by of the Security Interests 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 any Debtor is subject or to which any Debtor is a party. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, the Collateral Agent is Secured Parties are 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. (b) On a continuing basis, the Company each Debtor will make, execute, acknowledge, deliver, file and record, as the case may be, with the proper filing and recording agencies in any jurisdiction, including, without limitation, the State of Delaware or other jurisdiction in which the Company may hereafter become domiciledjurisdictions indicated on Schedule C-II attached hereto, all such instruments, and take all such action as may reasonably be deemed necessary or advisable, or as reasonably requested by the Collateral AgentSecured Parties, to perfect the Security Interest Interests granted hereunder and otherwise to carry out the intent and purposes of this Agreement, or for assuring and confirming to the Collateral Agent Secured Parties the grant or perfection of a perfected security interest in all the Collateral under the UCC. (c) The Company Each Debtor hereby irrevocably appoints the Collateral Agent Secured Parties as the Companysuch Debtor’s attorney-in-fact, with full authority in the place and instead of the Company such Debtor and in the name of the Companysuch Debtor, from time to time in the Collateral Agent’s Secured Parties’ discretion, to take any action permitted under this Agreement and to execute any instrument which the Collateral Agent Secured Parties may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including pertaining to 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 such Debtor where permitted by law, which financing statements may (but need not) describe the Collateral as “all assets” or “all personal property” or words of like import, and ratifies all such actions taken by the Collateral AgentSecured Parties. 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 secured by the Security Interests Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) The Company Each Debtor authorizes the Collateral Agent, and does hereby make, constitute and appoint the Collateral Agent and its officers, agents, successors or assigns with full power of substitution, as the Companysuch Debtor’s true and lawful attorney-in-fact, with power, in the name of the Collateral Agent or the Companysuch Debtor, after the occurrence and during the continuance of an uncured Event of Default (as defined in the Notes)Default, (i) to endorse any note, checks, drafts, money orders or other instruments of payment (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 the Collateral Agent; (ii) to sign and endorse any financing statement pursuant to the UCC or any invoice, freight or express bxxx, 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 or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and sxx for monies due in respect of the Collateral; (v) to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generally, at the option of the Collateral Agent, and at the reasonable expense of the CompanyDebtors, 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 the Collateral Agent reasonably deems necessary to protect, preserve and realize upon the Collateral and the Security Interests granted therein in order to effect the intent of this Agreement and the Notes all as fully and effectually as the Company Debtors might or could do; and the Company each Debtor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereofhereof so long as such actions are in compliance with applicable law and in accordance with the terms and conditions of this Agreement and the other Transaction Documents. This power of attorney is coupled with an interest and shall be irrevocable for so the term of this Agreement and thereafter as long as any obligations secured by of the Security Interests Obligations shall be outstanding. .. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an uncured Event of Default, the Collateral Agent 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. (b) On a continuing basis, the Company each Debtor will make, execute, acknowledge, deliver, file and record, as the case may be, with the proper filing and recording agencies in any jurisdiction, including, without limitation, the State of Delaware or other jurisdiction in which the Company may hereafter become domiciledjurisdictions indicated on Schedule C attached hereto, all such instruments, and take all such action as may reasonably be deemed necessary or advisable, or as reasonably requested by the Collateral Agent, 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 Collateral Agent the grant or perfection of a perfected security interest in all the Collateral under the UCC. (c) The Company Each Debtor hereby irrevocably appoints the Collateral Agent as the Companysuch Debtor’s attorney-in-fact, with full authority in the place and instead of the Company such Debtor and in the name of the Companysuch Debtor, from time to time in the Collateral Agent’s discretion, to take any action permitted under this Agreement and to execute any instrument which the Collateral Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including the filing, in its sole reasonable discretion, of one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of the Company such Debtor where permitted by law, which financing statements may (but need not) describe the Collateral as “all assets” or “all personal property” or words of like import, and ratifies all such actions taken by the Collateral Agent. 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 secured by the Security Interests Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) The Company Debtor authorizes the Collateral AgentSecured Parties, and does hereby make, constitute and appoint the Collateral Agent Secured Parties and its their respective officers, agents, successors or assigns with full power of substitution, as the Company’s Debtor's true and lawful attorney-in-fact, with power, in the name of the Collateral Agent various Secured Parties or the CompanyDebtor, to, after the occurrence and during the continuance of an Event of Default (as defined in the Notes)Default, (i) to endorse any note, checks, drafts, money orders or other instruments of payment (including, without limitation, including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Collateral AgentSecured Parties; (ii) to sign and endorse any financing statement pursuant to the UCC or any invoice, freight or express bxxxbill, bxxx bill of lading, storage or warehouse xx xarexxxxe 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 or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and sxx sue for monies due in respect of xx the Collateral; (v) to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generally, at the option of the Collateral AgentSecured Parties, and at the expense of the CompanyDebtor, 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 the Collateral Agent deems Secured Parties deem necessary to protect, preserve and realize upon the Collateral and the Security Interests Interest granted therein in order to effect the intent of this Agreement and the Debentures all as fully and effectually as the Company Debtor might or could do; and the Company 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 so the term of this Agreement and thereafter as long as any obligations secured by of the Security Interests 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, the Collateral Agent 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. (b) On a continuing basis, the Company Debtor will make, execute, acknowledge, deliver, file and record, as the case may be, with the proper filing and recording agencies in any jurisdiction, including, without limitation, the State of Delaware or other jurisdiction in which the Company may hereafter become domiciled, all such instruments, and take all such action as may reasonably be deemed necessary or advisable, or as reasonably requested by the Collateral AgentSecured Parties, 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 Collateral Agent Secured Parties the grant or perfection of a perfected security interest in all the Collateral under the UCC. (c) The Company Debtor hereby irrevocably appoints the Collateral Agent Secured Parties as the Company’s Debtor's attorney-in-fact, with full authority in the place and instead of the Company Debtor and in the name of the CompanyDebtor, from time to time in the Collateral Agent’s Secured Parties' discretion, to take any action permitted under this Agreement and to execute any instrument which the Collateral Agent Secured Parties may reasonably 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 Debtor where permitted by law, which financing statements may (but need not) describe the Collateral as “"all assets” " or “"all personal property” " or words of like import, and ratifies all such actions taken by the Collateral AgentSecured Parties. 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 secured by the Security Interests Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) The Company Each Debtor authorizes the Collateral AgentSecured Parties, and does hereby make, constitute and appoint the Collateral Agent Secured Parties and its their respective officers, agents, successors or assigns with full power of substitution, as the Company’s such Debtor's true and lawful attorney-in-fact, with power, in the name of the Collateral Agent various Secured Parties or the Companysuch Debtor, to, after the occurrence and during the continuance of an Event of Default (as defined in the Notes)Default, (i) to endorse any note, checks, drafts, money orders or other instruments of payment (including, without limitation, including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Collateral AgentSecured Parties; (ii) to sign and endorse any financing statement pursuant to the UCC or any invoice, freight or express bxxxbill, bxxx bill of lading, storage or warehouse receipts, drafts against debtorsaxxxxst xxxxors, 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 sxx sue for monies due in respect of the Collateral; (v) to transfer transfex any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generally, at the option of the Collateral AgentSecured Parties, and at the expense of the CompanyDebtors, 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 the Collateral Agent deems Secured Parties deem necessary to protect, preserve and realize upon the Collateral and the Security Interests Interest granted therein in order to effect the intent of this Agreement and the Debentures all as fully and effectually as the Company Debtors might or could do; and the Company each 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 so the term of this Agreement and thereafter as long as any obligations secured by of the Security Interests 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 any Debtor is subject or to which any Debtor is a party. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, the Collateral Agent 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. (b) On a continuing basis, the Company each Debtor will make, execute, acknowledge, deliver, file and record, as the case may be, with the proper filing and recording agencies in any jurisdiction, including, without limitation, the State of Delaware or other jurisdiction in which the Company may hereafter become domiciledjurisdictions indicated on Schedule C attached hereto, all such instruments, and take all such action as may reasonably be deemed necessary or advisable, or as reasonably requested by the Collateral AgentSecured Parties, 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 Collateral Agent Secured Parties the grant or perfection of a perfected security interest in all the Collateral under the UCC. (c) The Company Each Debtor hereby irrevocably appoints the Collateral Agent Secured Parties as the Company’s such Debtor's attorney-in-fact, with full authority in the place and instead of the Company such Debtor and in the name of the Companysuch Debtor, from time to time in the Collateral Agent’s Secured Parties' discretion, to take any action permitted under this Agreement and to execute any instrument which the Collateral Agent Secured Parties may reasonably 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 such Debtor where permitted by law, which financing statements may (but need not) describe the Collateral as “"all assets” " or “"all personal property” " or words of like import, and ratifies all such actions taken by the Collateral AgentSecured Parties. 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 secured by the Security Interests Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) The Company Each Debtor authorizes the Collateral AgentSecured Parties, and does hereby make, constitute and appoint the Collateral Agent Secured Parties and its their respective officers, agents, successors or assigns with full power of substitution, as the Companysuch Debtor’s true and lawful attorney-in-fact, with power, in the name of the Collateral Agent various Secured Parties or the Companysuch Debtor, to, . after the occurrence and during the continuance of an Event of Default (as defined in the Notes)Default, (i) to endorse any note, checks, drafts, money orders or other instruments of payment (including, without limitation, including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Collateral AgentSecured Parties; (ii) to sign and endorse any financing statement pursuant to the UCC or any invoice, freight or express bxxxxxxx, bxxx 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 at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and sxx xxx for monies due in respect of the Collateral; (v) to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generally, at the option of the Collateral AgentSecured Parties, and at the expense of the CompanyDebtors, 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 the Collateral Agent deems Secured Parties deem necessary to protect, preserve and realize upon the Collateral and the Security Interests Interest granted therein in order to effect the intent of this Agreement and the Debentures all as fully and effectually as the Company Debtors might or could do; and the Company each 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 so the term of this Agreement and thereafter as long as any obligations secured by of the Security Interests 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 any Debtor is subject or to which any Debtor is a party. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, the Collateral Agent 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. (b) On a continuing basis, the Company each Debtor will make, execute, acknowledge, deliver, file and record, as the case may be, with the proper filing and recording agencies in any jurisdiction, including, without limitation, the State of Delaware or other jurisdiction in which the Company may hereafter become domiciledjurisdictions indicated on Schedule C attached hereto, all such instruments, and take all such action as may reasonably be deemed necessary or advisable, or as reasonably requested by the Collateral AgentSecured Parties, 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 Collateral Agent Secured Parties the grant or perfection of a perfected security interest in all the Collateral under the UCC. (c) The Company Each Debtor hereby irrevocably appoints the Collateral Agent Secured Parties as the Companysuch Debtor’s attorney-in-fact, with full authority in the place and instead of the Company such Debtor and in the name of the Companysuch Debtor, from time to time in the Collateral Agent’s Secured Parties’ discretion, to take any action permitted under this Agreement and to execute any instrument which the Collateral Agent Secured Parties may reasonably 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 such Debtor where permitted by law, which financing statements may (but need not) describe the Collateral as “all assets” or “all personal property” or words of like import, and ratifies all such actions taken by the Collateral AgentSecured Parties. 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 secured by the Security Interests Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) The Company Each Debtor authorizes the Collateral Agent, and does hereby make, constitute and appoint the Collateral Agent and its officers, agents, successors or assigns with full power of substitution, as the Companysuch Debtor’s true and lawful attorney-in-fact, with power, in the name of the Collateral Agent or the Companysuch Debtor, after the occurrence and during the continuance of an uncured Event of Default (as defined in the Notes)Default, (i) to endorse any note, checks, drafts, money orders or other instruments of payment (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 the Collateral Agent; (ii) to sign and endorse any financing statement pursuant to the UCC or any invoice, freight or express bxxxbill, bxxx 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 sxx sue for monies due in respect of the Collateral; (v) to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generally, at the option of the Collateral Agent, and at the reasonable expense of the CompanyDebtors, 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 the Collateral Agent reasonably deems necessary to protect, preserve and realize upon the Collateral and the Security Interests granted therein in order to effect the intent of this Agreement and the Notes all as fully and effectually as the Company Debtors might or could do; and the Company each Debtor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereofhereof so long as such actions are in compliance with applicable law and in accordance with the terms and conditions of this Agreement and the other Transaction Documents. This power of attorney is coupled with an interest and shall be irrevocable for so the term of this Agreement and thereafter as long as any obligations secured by of the Security Interests Obligations shall be outstanding. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an uncured Event of Default, the Collateral Agent 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. (b) On a continuing basis, the Company each Debtor will make, execute, acknowledge, deliver, file and record, as the case may be, with the proper filing and recording agencies in any jurisdiction, including, without limitation, the State of Delaware or other jurisdiction in which the Company may hereafter become domiciledjurisdictions indicated on Schedule C attached hereto, all such instruments, and take all such action as may reasonably be deemed necessary or advisable, or as reasonably requested by the Collateral Agent, 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 Collateral Agent the grant or perfection of a perfected security interest in all the Collateral under the UCC. (c) The Company Each Debtor hereby irrevocably appoints the Collateral Agent as the Companysuch Debtor’s attorney-in-fact, with full authority in the place and instead of the Company such Debtor and in the name of the Companysuch Debtor, from time to time in the Collateral Agent’s discretion, to take any action permitted under this Agreement and to execute any instrument which the Collateral Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including the filing, in its sole reasonable discretion, of one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of the Company such Debtor where permitted by law, which financing statements may (but need not) describe the Collateral as “all assets” or “all personal property” or words of like import, and ratifies all such actions taken by the Collateral Agent. 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 secured by the Security Interests Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) The Company Debtor authorizes the Collateral AgentSecured Parties, and does hereby make, constitute and appoint the Collateral Agent Secured Parties and its their respective officers, agents, successors or assigns with full power of substitution, as the Company’s such Debtor's true and lawful attorney-in-fact, with power, in the name of the Collateral Agent various Secured Parties or the Companysuch Debtor, to, after the occurrence and during the continuance of an Event of Default (as defined in the Notes)Default, (i) to endorse any note, checks, drafts, money orders or other instruments of payment (including, without limitation, including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Collateral AgentSecured Parties; (ii) to sign and endorse any financing statement pursuant to the UCC or any invoice, freight or express bxxxbill, bxxx bill of lading, storage or warehouse receipts, drafts against debtorsaxxxxst xxxxors, 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 sxx sue for monies due in respect of the Collateral; (v) to transfer any anx Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generally, at the option of the Collateral AgentSecured Parties, and at the expense of the CompanyDebtor, 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 the Collateral Agent deems Secured Parties deem necessary to protect, preserve and realize upon the Collateral and the Security Interests Interest granted therein in order to effect the intent of this Agreement and the Notes all as fully and effectually as the Company Debtor might or could do; and the Company 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 so the term of this Agreement and thereafter as long as any obligations secured by of the Security Interests 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 any Debtor is subject or to which any Debtor is a party. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, the Collateral Agent 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. (b) On a continuing basis, the Company Debtor will make, execute, acknowledge, deliver, file and record, as the case may be, with the proper filing and recording agencies in any jurisdiction, including, without limitation, the State of Delaware or other jurisdiction in which the Company may hereafter become domiciledjurisdictions indicated on Schedule C attached hereto, all such instruments, and take all such action as may reasonably be deemed necessary or advisable, or as reasonably requested by the Collateral AgentSecured Parties, 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 Collateral Agent Secured Parties the grant or perfection of a perfected security interest in all the Collateral under the UCC. (c) The Company Debtor hereby irrevocably appoints the Collateral Agent Secured Parties as the Company’s such Debtor's attorney-in-fact, with full authority in the place and instead of the Company such Debtor and in the name of the Companysuch Debtor, from time to time in the Collateral Agent’s Secured Parties' discretion, to take any action permitted under this Agreement and to execute any instrument which the Collateral Agent Secured Parties may reasonably 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 such Debtor where permitted by law, which financing statements may (but need not) describe the Collateral as “"all assets” " or “"all personal property” " or words of like import, and ratifies all such actions taken by the Collateral AgentSecured Parties. 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 secured by the Security Interests Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) The Company Each Debtor authorizes the Collateral AgentSecured Parties, and does hereby make, constitute and appoint the Collateral Agent Secured Parties and its their respective officers, agents, successors or assigns with full power of substitution, as the Company’s such Debtor's true and lawful attorney-in-fact, with power, in the name of the Collateral Agent various Secured Parties or the Companysuch Debtor, to, after the occurrence and during the continuance of an Event of Default (as defined in the Notes)Default, (i) to endorse any note, checks, drafts, money orders or other instruments of payment (including, without limitation, including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Collateral AgentSecured Parties; (ii) to sign and endorse any financing statement pursuant to the UCC or any invoice, freight or express bxxxxxxx, bxxx 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 at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and sxx xxx for monies due in respect of the Collateral; (v) to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generally, at the option of the Collateral AgentSecured Parties, and at the expense of the CompanyDebtors, 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 the Collateral Agent deems Secured Parties deem necessary to protect, preserve and realize upon the Collateral and the Security Interests Interest granted therein in order to effect the intent of this Agreement and the Debentures all as fully and effectually as the Company Debtors might or could do; and the Company each 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 so the term of this Agreement and thereafter as long as any obligations secured by of the Security Interests 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 any Debtor is subject or to which any Debtor is a party. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, the Collateral Agent 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. (b) On a continuing basis, the Company each Debtor will make, execute, acknowledge, deliver, file and record, as the case may be, with the proper filing and recording agencies in any jurisdiction, including, without limitation, the State of Delaware or other jurisdiction in which the Company may hereafter become domiciledjurisdictions indicated on SCHEDULE C attached hereto, all such instruments, and take all such action as may reasonably be deemed necessary or advisable, or as reasonably requested by the Collateral AgentSecured Parties, 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 Collateral Agent Secured Parties the grant or perfection of a perfected security interest in all the Collateral under the UCC. (c) The Company Each Debtor hereby irrevocably appoints the Collateral Agent Secured Parties as the Company’s such Debtor's attorney-in-fact, with full authority in the place and instead of the Company such Debtor and in the name of the Companysuch Debtor, from time to time in the Collateral Agent’s Secured Parties' discretion, to take any action permitted under this Agreement and to execute any instrument which the Collateral Agent Secured Parties may reasonably 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 such Debtor where permitted by law, which financing statements may (but need not) describe the Collateral as “"all assets” " or “"all personal property” " or words of like import, and ratifies all such actions taken by the Collateral AgentSecured Parties. 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 secured by the Security Interests Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) The Company Each Debtor authorizes the Collateral AgentSecured Parties, and does hereby make, constitute and appoint the Collateral Agent Secured Parties and its their respective officers, agents, successors or assigns with full power of substitution, as the Company’s such Debtor's true and lawful attorney-in-fact, with power, in the name of the Collateral Agent various Secured Parties or the Companysuch Debtor, to, after the occurrence and during the continuance of an Event of Default (as defined in the Notes)Default, (i) to endorse any note, checks, drafts, money orders or other instruments of payment (including, without limitation, including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Collateral AgentSecured Parties; (ii) to sign and endorse any financing statement pursuant to the UCC or any invoice, freight or express bxxxbill, bxxx bill of lading, storage or warehouse receipts, drafts against debtorsaxxxxst xxxxors, 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 sxx sue for monies due in respect of the Collateral; (v) to transfer any anx Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generally, at the option of the Collateral AgentSecured Parties, and at the expense of the CompanyDebtors, 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 the Collateral Agent deems Secured Parties deem necessary to protect, preserve and realize upon the Collateral and the Security Interests Interest granted therein in order to effect the intent of this Agreement and the Debentures all as fully and effectually as the Company Debtors might or could do; and the Company each 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 so the term of this Agreement and thereafter as long as any obligations secured by of the Security Interests 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 any Debtor is subject or to which any Debtor is a party. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, the Collateral Agent 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. (b) On a continuing basis, the Company each Debtor will make, execute, acknowledge, deliver, file and record, as the case may be, with the proper filing and recording agencies in any jurisdiction, including, without limitation, the State of Delaware or other jurisdiction in which the Company may hereafter become domiciledjurisdictions indicated on Schedule C attached hereto, all such instruments, and take all such action as may reasonably be deemed necessary or advisable, or as reasonably requested by the Collateral AgentSecured Parties, 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 Collateral Agent Secured Parties the grant or perfection of a perfected security interest in all the Collateral under the UCC. (c) The Company Each Debtor hereby irrevocably appoints the Collateral Agent Secured Parties as the Company’s such Debtor's attorney-in-fact, with full authority in the place and instead of the Company such Debtor and in the name of the Companysuch Debtor, from time to time in the Collateral Agent’s Secured Parties' discretion, to take any action permitted under this Agreement and to execute any instrument which the Collateral Agent Secured Parties may reasonably 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 such Debtor where permitted by law, which financing statements may (but need not) describe the Collateral as “"all assets” " or “"all personal property” " or words of like import, and ratifies all such actions taken by the Collateral AgentSecured Parties. 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 secured by the Security Interests Obligations shall be outstanding.

Power of Attorney; Further Assurances. (a) The Company Obligor authorizes the Collateral AgentSecured Party, and does hereby make, constitute and appoint the Collateral Agent it, and its respective officers, agents, successors or assigns with full power of substitution, as the CompanyObligor’s true and lawful attorney-in-fact, with power, in its own name or in the name of the Collateral Agent or the CompanyObligor, to, after the occurrence and during the continuance of an Event of Default (as defined in the Notes)Default, (i) to endorse any notenotes, checks, drafts, money orders orders, or other instruments of payment (including, without limitation, including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Collateral Agentsuch Secured Party; (ii) to sign and endorse any UCC financing statement pursuant to the UCC or any invoice, freight or express bxxxbill, bxxx 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 sxx sue for monies due in respect of the Collateral; and (v) generally, to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generallydo, at the option of the Collateral Agentsuch Secured Party, and at the expense of the CompanyObligor’s expense, 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 the Collateral Agent such Secured Party deems necessary to protect, preserve preserve, and realize upon the Collateral and the Security Interests Interest granted therein in order to effect the intent of this Agreement Agreement, the Note, and the Transaction Documents all as fully and effectually as the Company Obligor might or could do; and the Company 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 so the term of this Agreement and thereafter as long as any obligations secured by of the Security Interests Obligations shall be outstanding. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, the Collateral Agent 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. (b) On a continuing basis, the Company Obligor will make, execute, acknowledge, deliver, file and record, as the case may be, with in the proper filing and recording agencies places in any jurisdiction, including, without limitation, the State of Delaware or other jurisdiction in which the Company may hereafter become domiciledjurisdictions 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 Collateral AgentSecured 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 Collateral Agent Secured Party the grant or perfection of a perfected security interest in all the Collateral under the UCCCollateral. (c) The Company Obligor hereby irrevocably appoints the Collateral Agent Secured Party as the Company’s its attorney-in-in- fact, with full authority in the place and instead stead of the Company Obligor and in the name of the CompanyObligor, from time to time in the Collateral Agentsuch Secured Party’s discretion, to take any action permitted under this Agreement and to execute any instrument which the Collateral Agent such Secured Party may reasonably 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 Obligor where permitted by law, which financing statements may (but need not) describe the Collateral as “all assets” or “all personal property” or words of like import, and ratifies all such actions taken by the Collateral Agent. 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 secured by the Security Interests shall be outstanding.

Power of Attorney; Further Assurances. (a) The Company Each Debtor authorizes the Collateral AgentSecured Lender, and does hereby make, constitute and appoint the Collateral Agent Secured Lender and its officers, agents, successors or assigns with full power of substitution, as the Companysuch Debtor’s true and lawful attorney-in-fact, with power, in the name of the Collateral Agent Secured Lender or the Companysuch Debtor, to, after the occurrence and during the continuance of an Event of Default (as defined in the Notes)Default, (i) to endorse any note, checks, drafts, money orders or other instruments of payment (including, without limitation, including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Collateral AgentSecured Lender; (ii) to sign and endorse any financing statement pursuant to the UCC or any invoice, freight or express bxxx, 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 or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and sxx for monies due in respect of the Collateral; (v) to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generally, at the option of the Collateral AgentSecured Lender, and at the expense of the CompanyDebtors, 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 the Collateral Agent Secured Lender deems necessary to protect, preserve and realize upon the Collateral and the Security Interests granted therein in order to effect the intent of this Agreement and the Transaction Documents (as defined in the Purchase Agreement) all as fully and effectually as the Company Debtors might or could do; and the Company each 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 so the term of this Agreement and thereafter as long as any obligations secured by of the Security Interests 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 any Debtor is subject or to which any Debtor is a party. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, the Collateral Agent Secured Lender 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. (b) On a continuing basis, the Company each Debtor will make, execute, acknowledge, deliver, file and record, as the case may be, with the proper filing and recording agencies in any jurisdiction, including, without limitation, the State of Delaware or other jurisdiction in which the Company may hereafter become domiciledjurisdictions indicated on Schedule C attached hereto, all such instruments, and take all such action as may reasonably be deemed necessary or advisable, or as reasonably requested by the Collateral AgentSecured Lender, to perfect the Security Interest Interests granted hereunder and otherwise to carry out the intent and purposes of this Agreement, or for assuring and confirming to the Collateral Agent Secured Lender the grant or perfection of a perfected security interest in all the Collateral under the UCC. (c) The Company Each Debtor hereby irrevocably appoints the Collateral Agent Secured Lender as the Companysuch Debtor’s attorney-in-fact, with full authority in the place and instead of the Company such Debtor and in the name of the Companysuch Debtor, from time to time in the Collateral AgentSecured Lender’s discretion, to take any action permitted under this Agreement and to execute any instrument which the Collateral Agent Secured Lender may reasonably 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 such Debtor where permitted by law, which financing statements may (but need not) describe the Collateral as “all assets” or “all personal property” or words of like import, and ratifies all such actions taken by the Collateral AgentSecured Lender. 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 secured by the Security Interests Obligations shall be outstanding.