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

Power of Attorney; Further Assurances. (a) The Obligor authorizes the Secured Party, and does hereby make, constitute and appoint the Secured Party, and the Secured Party’s officers, agents, successors or assigns with full power of substitution, as the Obligor’s true and lawful attorney-in-fact, with power, in its own name or in the name of the Obligor, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any debentures, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Secured Party; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express xxxx, 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 xxx for monies due in respect of the Collateral; and (v) generally, to do, at the option of the Secured Party, and at the Obligor’s expense, at any time, or from time to time, all acts and things which the Secured Party deems necessary to protect, preserve and realize upon the Collateral and the Security Interest granted therein in order to effect the intent of this Security Agreement and the Letter Agreement, all as fully and effectually as the Obligor might or could do; and the Obligor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Security Agreement and thereafter as long as any of the Obligations shall be outstanding. (b) On a continuing basis, the Obligor will make, execute, acknowledge, deliver, file and record, as the case may be, in the proper filing and recording places in any jurisdiction, including, without limitation, the jurisdictions indicated on Schedule 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 Secured Party, to perfect the Security Interest granted hereunder and otherwise to carry out the intent and purposes of this Security Agreement, or for assuring and confirming to the Secured Party the grant or perfection of a security interest in all the Collateral. (c) The Obligor hereby irrevocably appoints the Secured Party as the Obligor’s attorney-in-fact, with full authority in the place and stead of the Obligor and in the name of the Obligor, from time to time at the discretion of the Secured Party, to take any action and to execute any instrument which the Secured Party may deem necessary or advisable to accomplish the purposes of this Security 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 Obligor where permitted by law.

Power of Attorney; Further Assurances. (a) The Obligor Debtor authorizes each of the Secured PartyParties, and does hereby make, constitute and appoint each of the Secured Party, Parties and the Secured Party’s their officers, agents, successors or assigns with full power of substitution, as the ObligorDebtor’s true and lawful attorney-in-fact, with power, in its own name or in the name of the ObligorSecured Parties or the Debtor, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any debenturesnote, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Secured PartyParties; (ii) to sign and endorse any UCC financing statement pursuant to the UCC or any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests interests, or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle settle, and xxx for monies due in respect of the Collateral; and (v) generally, to do, at the option of the Secured PartyParties, and at the Obligor’s expenseexpense of the Debtor, at any time, or from time to time, to execute and deliver any and all documents and instruments and to do all acts and things which the Secured Party deems Parties deem necessary to protect, preserve preserve, and realize upon the Collateral and the Security Interest Interests granted therein in order to effect the intent of this Security Agreement and the Letter Agreement, Debentures all as fully and effectually as the Obligor Debtor might or could do; and the Obligor Debtor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Security Agreement and thereafter as long as any of the Obligations shall be outstanding. The designation set forth herein shall be deemed to amend and supersede any inconsistent provision in the Organizational Documents or other documents or agreements to which the Debtor is subject or to which the Debtor is a party. (b) On a continuing basis, the Obligor Debtor will make, execute, acknowledge, deliver, file file, and record, as the case may be, in with the proper filing and recording places agencies in any jurisdiction, including, without limitation, the jurisdictions indicated on Schedule C, 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 Secured PartyParties, to perfect the Security Interest Interests granted hereunder and otherwise to carry out the intent and purposes of this Security Agreement, or for assuring and confirming to the Secured Party Parties the grant or perfection of a perfected security interest in all the CollateralCollateral under the UCC. (c) The Obligor Debtor hereby irrevocably appoints each of the Secured Party Parties as the ObligorDebtor’s attorney-in-fact, with full authority in the place and stead instead of the Obligor Debtor and in the name of the ObligorDebtor, from time to time at the discretion of in the Secured PartyParties’ discretion, to take any action and to execute any instrument which the Secured Party Parties may deem necessary or advisable to accomplish the purposes of this Security 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 Obligor 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 Secured 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 shall be outstanding.

Power of Attorney; Further Assurances. (a) The Obligor Subject to the terms of the Permitted Liens, each Debtor authorizes the Secured PartyAgent, and does hereby make, constitute and appoint the Secured Party, Agent and the Secured Party’s its officers, agents, successors or assigns with full power of substitution, as the Obligorsuch Debtor’s true and lawful attorney-in-fact, with power, in its own name or in the name of the ObligorAgent or such Debtor, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any debenturesnote, checks, drafts, money orders, orders or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Secured PartyAgent; (ii) to sign and endorse any UCC financing statement pursuant to the UCC or any invoice, freight or express xxxxbxxx, xxxx 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 xxx sxx for monies due in respect of the Collateral; and (v) to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generally, to do, at the option of the Secured PartyAgent, and at the Obligor’s expenseexpense of the Debtors, 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 Secured Party Agent deems necessary to protect, preserve and realize upon the Collateral and the Security Interest Interests granted therein in order to effect the intent of this Security Agreement and the Letter Agreement, Debentures all as fully and effectually as the Obligor Debtors might or could do; and the Obligor 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 the term of this Security Agreement and thereafter as long as any of the Obligations shall be outstanding. The designation set forth herein shall be deemed to amend and supersede any inconsistent provision in the Organizational Documents or other documents or agreements to which any Debtor is subject or to which any Debtor is a party. Subject to the terms of the Permitted Liens, without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, the Agent on behalf of the secured Parties 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 Subject to the terms of the Permitted Liens, on a continuing basis, the Obligor each Debtor will make, execute, acknowledge, deliver, file and record, as the case may be, in with the proper filing and recording places agencies in any jurisdiction, including, without limitation, the jurisdictions indicated on Schedule C, 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 Secured PartyAgent, to perfect the Security Interest Interests granted hereunder and otherwise to carry out the intent and purposes of this Security Agreement, or for assuring and confirming to the Secured Party Agent the grant or perfection of a perfected security interest in all the CollateralCollateral under the UCC. (c) The Obligor Each Debtor hereby irrevocably appoints the Secured Party Agent as the Obligorsuch Debtor’s attorney-in-fact, with full authority in the place and stead instead of the Obligor such Debtor and in the name of the Obligorsuch Debtor, from time to time at in the discretion of the Secured PartyAgent’s discretion, to take any action and to execute any instrument which the Secured Party Agent may deem necessary or advisable to accomplish the purposes of this Security 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 Obligor 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 Agent for the benefit of the Secured 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 shall be outstanding.

Power of Attorney; Further Assurances. (a) The Obligor Company authorizes the Agent, acting on behalf of the Secured PartyParties, as set forth herein, and does hereby make, constitute and appoint the Secured Party, Agent and the Secured Party’s officers, his agents, successors or assigns with full power of substitution, as the ObligorCompany’s true and lawful attorney-in-fact, with power, in its own name or in the name of the ObligorAgent or the Company, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any debenturesnote, checks, drafts, money orders, orders or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Secured PartyAgent; (ii) to sign and endorse any UCC financing statement pursuant to the UCC or any invoice, freight or express xxxx, 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 xxx for monies due in respect of the Collateral; and (v) to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generally, to do, at the option of the Secured PartyAgent, and at the Obligor’s expenseexpense of the Company, at any time, or from time to time, to execute and deliver any and all documents and instruments and to do all acts and things which the Secured Party Agent deems necessary to protect, preserve and realize upon the Collateral and the Security Interest Interests granted therein in order to effect the intent of this Security Agreement and the Letter Agreement, Debentures all as fully and effectually as the Obligor Company might or could do; and the Obligor Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Security Agreement and thereafter as long as any of the Obligations shall be outstanding. (b) On a continuing basis, the Obligor will make, execute, acknowledge, deliver, file . The designation set forth herein shall be deemed to amend and record, as the case may be, supersede any inconsistent provision in the proper filing and recording places in any jurisdiction, including, without limitation, the jurisdictions indicated on Schedule C, attached hereto, all such instruments, and take all such action as may reasonably be deemed necessary Organizational Documents or advisable, other documents or as reasonably requested by the Secured Party, agreements to perfect the Security Interest granted hereunder and otherwise to carry out the intent and purposes of this Security Agreement, or for assuring and confirming to the Secured Party the grant or perfection of a security interest in all the Collateral. (c) The Obligor hereby irrevocably appoints the Secured Party as the Obligor’s attorney-in-fact, with full authority in the place and stead of the Obligor and in the name of the Obligor, from time to time at the discretion of the Secured Party, to take any action and to execute any instrument which the Secured Party may deem necessary Company is subject or advisable to accomplish which the purposes of this Security 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 Obligor where permitted by law.Company is a

Power of Attorney; Further Assurances. (a) The Obligor Each Debtor authorizes the Secured Party, and does hereby make, constitute and appoint the Secured Party, Party and the Secured Party’s its officers, agents, successors or assigns with full power of substitution, as the Obligorsuch Debtor’s true and lawful attorney-in-fact, with power, in its own name or in the name of the ObligorSecured Party or such Debtor, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any debenturesnote, checks, drafts, money orders, orders or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Secured Party; (ii) to sign and endorse any UCC financing statement pursuant to the UCC or any invoice, freight or express xxxx, 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 xxx for monies due in respect of the Collateral; and (v) to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generally, to do, at the option of the Secured Party, and at the Obligor’s expenseexpense of the Debtors, 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 Secured Party deems necessary to protect, preserve and realize upon the Collateral and the Security Interest Interests granted therein in order to effect the intent of this Security Agreement and the Letter Agreement, all as fully and effectually as the Obligor Debtors might or could do; and the Obligor 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 the term of this Security Agreement and thereafter as long as any of the Obligations shall be outstanding. The designation set forth herein shall be deemed to amend and supersede any inconsistent provision in the Organizational Documents or other documents or agreements to which 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, 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 Obligor each Debtor will make, execute, acknowledge, deliver, file and record, as the case may be, in with the proper filing and recording places agencies in any jurisdiction, including, without limitation, the jurisdictions indicated on Schedule C, 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 Secured Party, to perfect the Security Interest Interests granted hereunder and otherwise to carry out the intent and purposes of this Security Agreement, or for assuring and confirming to the Secured Party the grant or perfection of a perfected security interest in all the CollateralCollateral under the UCC. (c) The Obligor Each Debtor hereby irrevocably appoints the Secured Party as the Obligorsuch Debtor’s attorney-in-fact, with full authority in the place and stead instead of the Obligor such Debtor and in the name of the Obligorsuch Debtor, from time to time at the discretion of in the Secured Party’s discretion, to take any action and to execute any instrument which the Secured Party may deem necessary or advisable to accomplish the purposes of this Security 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 Obligor 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 Secured 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 shall be outstanding.

Power of Attorney; Further Assurances. (a) The Obligor Company authorizes the Agent, acting on behalf of the Secured PartyParties, as set forth herein, and does hereby make, constitute and appoint the Secured Party, Agent and the Secured Party’s officers, his agents, successors or assigns with full power of substitution, as the ObligorCompany’s true and lawful attorney-in-fact, with power, in its own name or in the name of the ObligorAgent or the Company, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any debenturesnote, checks, drafts, money orders, orders or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Secured PartyAgent; (ii) to sign and endorse any UCC financing statement pursuant to the UCC or any invoice, freight or express xxxx, 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 xxx for monies due in respect of the Collateral; and (v) to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generally, to do, at the option of the Secured PartyAgent, and at the Obligor’s expenseexpense of the Company, at any time, or from time to time, to execute and deliver any and all documents and instruments and to do all acts and things which the Secured Party Agent deems necessary to protect, preserve and realize upon the Collateral and the Security Interest Interests granted therein in order to effect the intent of this Security Agreement and the Letter Agreement, Debentures all as fully and effectually as the Obligor Company might or could do; and the Obligor Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Security Agreement and thereafter as long as any of the Obligations shall be outstanding. The designation set forth herein shall be deemed to amend and supersede any inconsistent provision in the Organizational Documents or other documents or agreements to which the Company is subject or to which the Company is a party. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, the 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 Obligor Company will make, execute, acknowledge, deliver, file and record, as the case may be, in with the proper filing and recording places agencies in any jurisdiction, including, without limitation, the jurisdictions indicated on Schedule C, attached heretoSection 15(b) of the Disclosure Schedule, all such instruments, and take all such action as may reasonably be deemed necessary or advisable, or as reasonably requested by the Secured PartyAgent, to perfect the Security Interest Interests granted hereunder and otherwise to carry out the intent and purposes of this Security Agreement, or for assuring and confirming to the Secured Party Agent the grant or perfection of a perfected security interest in all the CollateralCollateral under the UCC. (c) The Obligor Company hereby irrevocably appoints the Secured Party Agent as the ObligorCompany’s attorney-in-fact, with full authority in the place and stead instead of the Obligor Company and in the name of the Obligor, from time to time at the discretion of the Secured PartyCompany, to take any action and to execute any instrument which the Secured Party Agent may deem necessary or advisable to accomplish the purposes of this Security Agreement, including the filing, in its sole discretion, filing of one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of the Obligor 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 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 shall be outstanding.

Power of Attorney; Further Assurances. (a) The Obligor Borrower authorizes the Secured Party, and does hereby make, constitute and appoint the Secured Partyit, and the Secured Party’s its respective officers, agents, successors or assigns with full power of substitution, as the ObligorBorrower’s true and lawful attorney-in-fact, with power, in its own name or in the name of the ObligorBorrower, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any debenturesnotes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Secured Party; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express xxxx, 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, liensLiens, 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 xxx for monies due in respect of the Collateral; and (v) generally, to do, at the option of the Secured Party, and at the ObligorBorrower’s expense, at any time, or from time to time, all acts and things which the Secured Party deems reasonably necessary to protect, preserve and realize upon the Collateral and the Security Interest granted therein in order to effect the intent of this Security Agreement, the Purchase Agreement, the Loan Agreement and the Letter AgreementLoan, all as fully and effectually as the Obligor Borrower might or could do; and the Obligor 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 the term of this Security Agreement and thereafter as long as any of the Obligations shall be outstanding. (b) On a continuing basis, the Obligor Borrower will make, execute, acknowledge, deliver, file and record, as the case may be, in the proper filing and recording places in any jurisdiction, including, without limitation, the jurisdictions indicated on Schedule CExhibit B, attached hereto, all such instruments, and take all such action as may reasonably be deemed necessary or advisable, or as reasonably requested by the Secured Party, to perfect the Security Interest granted hereunder and otherwise to carry out the intent and purposes of this Security Agreement, or for assuring and confirming to the Secured Party the grant or perfection of a security interest in all the Collateral. (c) The Obligor Borrower hereby irrevocably appoints the Secured Party as the ObligorBorrower’s attorney-in-factfact so long as any of the Obligations shall be outstanding, with full authority in the place and stead of the Obligor Borrower and in the name of the ObligorBorrower, from time to time at the discretion of in the Secured Party’s discretion, to take any action and to execute any instrument which the Secured Party may deem necessary or advisable to accomplish the purposes of this Security 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 Obligor Borrower where permitted by law.

Power of Attorney; Further Assurances. (a) The Obligor a. Each Debtor authorizes the Secured PartyAgent, and does hereby make, constitute and appoint the Secured Party, Agent and the Secured Party’s their respective officers, agents, successors or assigns with full power of substitution, as the Obligorsuch Debtor’s true and lawful attorney-in-fact, with power, in its own name or in the name of the Obligorvarious Secured Parties or such Debtor, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any debenturesnote, checks, drafts, money orders, orders or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Secured PartyParties; (ii) to sign and endorse any UCC financing statement or similar statement pursuant to the UCC or the PPSA or any invoice, freight or express xxxx, 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 xxx for monies due in respect of the Collateral; and (v) to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; (vi) to execute, deliver and record or file any mortgages, assignments, certificates, documents or instruments to perfect the Security Parties lien in or realize upon any of the Collateral, and (vii) generally, to do, at the option of the Secured PartyParties, and at the Obligor’s expenseexpense of the Debtors, 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 Secured Party deems Parties deem necessary to protect, preserve and realize upon the Collateral and the Security Interest granted therein in order to effect the intent of this Security Agreement and the Letter Agreement, Notes all as fully and effectually as the Obligor Debtors might or could do; and the Obligor 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 the term of this Security Agreement and thereafter as long as any of the Obligations shall be outstanding. The designation set forth herein shall be deemed to amend and supersede any inconsistent provision in the Organizational Documents or other documents or agreements to which 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, 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) b. On a continuing basis, the Obligor each Debtor will make, execute, acknowledge, deliver, file and record, as the case may be, in with the proper filing and recording places agencies in any jurisdiction, including, without limitation, the jurisdictions indicated on Schedule C, G attached hereto, all such instruments, and take all such action as may reasonably be deemed necessary or advisable, or as reasonably requested by the Secured PartyParties, to perfect the Security Interest granted hereunder and otherwise to carry out the intent and purposes of this Security Agreement, or for assuring and confirming to the Secured Party Parties the grant or perfection of a perfected security interest in all the CollateralCollateral under the UCC and the PPSA. (c) The Obligor c. Each Debtor hereby irrevocably appoints the Secured Party Agent as the Obligorsuch Debtor’s attorney-in-fact, with full authority in the place and stead instead of the Obligor such Debtor and in the name of the Obligorsuch Debtor, from time to time at in the discretion of the Secured PartyAgent’s discretion, to take any action and to execute any instrument which the Secured Party Parties may deem necessary or advisable to accomplish perfect the purposes security interests granted pursuant to the terms of this Security 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 Obligor 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 Agent. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Security Agreement and thereafter as long as any of the Obligations.

Power of Attorney; Further Assurances. (a) The Obligor Debtor authorizes the Secured Party, and does hereby make, constitute and appoint the Secured Party, Party and the Secured Party’s their respective officers, agents, successors or assigns with full power of substitution, as the ObligorDebtor’s true and lawful attorney-attorney- in-fact, with power, in its own name or in the name of the Obligorvarious Secured Party or the Debtor, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any debenturesnote, checks, drafts, money orders, orders or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Secured Party; (ii) to sign and endorse any UCC financing statement pursuant to the UCC or any invoice, freight or express xxxx, 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 xxx for monies due in respect of the Collateral; and (v) to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generally, to do, at the option of the Secured Party, and at the Obligor’s expenseexpense of the Debtor, at any time, or from time to time, to execute and deliver any and all documents and instruments and to do all acts and things which the Secured Party deems deem necessary to protect, preserve and realize upon the Collateral and the Security Interest granted therein in order to effect the intent of this Security Agreement and the Letter Agreement, Notes all as fully and effectually as the Obligor Debtor might or could do; and the Obligor Debtor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Security Agreement and thereafter as long as any of the Obligations shall be outstanding. The designation set forth herein shall be deemed to amend and supersede any inconsistent provision in the Organizational Documents or other documents or agreements to which the Debtor is subject or to which the Debtor is a party. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, each Secured Party is specifically authorized to execute and file any applications for or instruments of transfer and assignment of any patents, trademarks, copyrights or other Intellectual Property with the United States Patent and Trademark Office and the United States Copyright Office. (b) On a continuing basis, the Obligor Debtor will make, execute, acknowledge, deliver, file and record, as the case may be, in with the proper filing and recording places agencies in any jurisdiction, including, without limitation, the jurisdictions indicated on Schedule C, 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 Secured Party, to perfect the Security Interest granted hereunder and otherwise to carry out the intent and purposes of this Security Agreement, or for assuring and confirming to the Secured Party the grant or perfection of a perfected security interest in all the CollateralCollateral under the UCC. (c) The Obligor Debtor hereby irrevocably appoints the Secured Party as the ObligorDebtor’s attorney-in-fact, with full authority in the place and stead instead of the Obligor Debtor and in the name of the ObligorDebtor, from time to time at the discretion of in the Secured Party’s discretion, to take any action and to execute any instrument which the Secured Party may deem necessary or advisable to accomplish the purposes of this Security 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 Obligor 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 Secured 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 shall be outstanding.

Power of Attorney; Further Assurances. (a) The Obligor Each Debtor authorizes the Secured Party, and does hereby make, constitute and appoint the Secured PartyParty and its officers, and the Secured Party’s officers, agents’s, successors or assigns with full power of substitution, as the Obligorsuch Debtor’s true and lawful attorney-in-fact, with power, in its own name or in the name of the ObligorSecured Party or such Debtor, to, after the occurrence and during the continuance of an Event of Default, : (i) endorse any debenturesnote, checks, drafts, money orders, orders or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Secured Party; (ii) to sign and endorse any UCC financing statement pursuant to the UCC or any invoice, freight or express xxxx, 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 xxx for monies due in respect of the Collateral; and (v) to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generally, to do, at the option of the Secured Party, and at the Obligor’s expenseexpense of the Debtors, 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 Secured Party deems necessary to protect, preserve and realize upon the Collateral and the Security Interest Interests granted therein in order to effect the intent of this Security Agreement and the Letter Agreement, Note all as fully and effectually as the Obligor Debtors might or could do; and the Obligor 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 the term of this Security Agreement and thereafter as long as any of the Obligations shall be outstanding. The designation set forth herein shall be deemed to amend and supersede any inconsistent provision in the Organizational Documents or other documents or agreements to which 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, 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 Obligor will make, execute, acknowledge, deliver, file and record, as the case may be, in the proper filing and recording places in any jurisdiction, including, without limitation, the jurisdictions indicated on Schedule 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 Secured Party, to perfect the Security Interest granted hereunder and otherwise to carry out the intent and purposes of this Security Agreement, or for assuring and confirming to the Secured Party the grant or perfection of a security interest in all the Collateral. (c) The Obligor Each Debtor hereby irrevocably appoints the Secured Party as the Obligorsuch Debtor’s attorney-in-fact, with full authority in the place and stead instead of the Obligor such Debtor and in the name of the Obligorsuch Debtor, from time to time at the discretion of in the Secured Party’s discretion, to take any action and to execute any instrument which the Secured Party may deem necessary or advisable to accomplish the purposes of this Security 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 Obligor 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 Secured 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 shall be outstanding.

Power of Attorney; Further Assurances. (a) The Obligor Company authorizes the Secured PartyParties, and does hereby make, constitute and appoint the Secured Party, Parties and the Secured Party’s their respective officers, agents, successors or assigns with full power of substitution, as the Obligor’s Company's true and lawful attorney-in-fact, with power, in its own name or in the name of the Obligorvarious Secured Parties or the Company, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any debenturesnote, checks, drafts, money orders, orders or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Secured PartyParties; (ii) to sign and endorse any UCC financing statement pursuant to the UCC or any invoice, freight or express xxxx, 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 xxx for monies due in respect of the Collateral; and (v) to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generally, to do, at the option of the Secured PartyParties, and at the Obligor’s expenseexpense of the Company, at any time, or from time to time, to execute and deliver any and all documents and instruments and to do all acts and things which the Secured Party deems Parties deem necessary to protect, preserve and realize upon the Collateral and the Security Interest granted therein in order to effect the intent of this Security Agreement and the Letter Agreement, Debentures all as fully and effectually as the Obligor Company might or could do; and the Obligor Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Security Agreement and thereafter as long as any of the Obligations shall be outstanding. The designation set forth herein shall be deemed to amend and supersede any inconsistent provision in the Organizational Documents or other documents or agreements to which the Company is subject or to which the Company is a party. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, 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 Obligor Company will make, execute, acknowledge, deliver, file and record, as the case may be, in with the proper filing and recording places agencies in any jurisdiction, including, without limitation, the jurisdictions indicated on Schedule C, 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 Secured PartyParties, to perfect the Security Interest granted hereunder and otherwise to carry out the intent and purposes of this Security Agreement, or for assuring and confirming to the Secured Party Parties the grant or perfection of a perfected security interest in all the CollateralCollateral under the UCC. (c) The Obligor Company hereby irrevocably appoints the Secured Party Parties as the Obligor’s Company's attorney-in-fact, with full authority in the place and stead instead of the Obligor Company and in the name of the ObligorCompany, from time to time at the discretion of in the Secured PartyParties' discretion, to take any action and to execute any instrument which the Secured Party Parties may deem necessary or advisable to accomplish the purposes of this Security 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 Obligor 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 Secured 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 shall be outstanding.

Power of Attorney; Further Assurances. (a) The Obligor 15.1 Subject to the satisfaction of any obligations under the Platinum Agreements, the Company authorizes the Secured Party, and does hereby make, constitute and appoint the Secured Party, Party and the Secured Party’s its officers, agents, successors or assigns with full power of substitution, as the ObligorCompany’s true and lawful attorney-in-fact, with power, in its own name or in the name of the ObligorSecured Party or the Company, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any debenturesnote, checks, drafts, money orders, orders or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Secured Party; (ii) to sign and endorse any UCC financing statement pursuant to the UCC or any invoice, freight or express xxxx, 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 xxx for monies due in respect of the Collateral; and (v) to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generally, to do, at the option of the Secured Party, and at the Obligor’s expenseexpense of the Company, at any time, or from time to time, to execute and deliver any and all documents and instruments and to do all acts and things which the Secured Party deems necessary to protect, preserve and realize upon the Collateral and the Security Interest Interests granted therein in order to effect the intent of this Security Agreement and the Letter Agreement, Note all as fully and effectually as the Obligor Company might or could do; and the Obligor Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Security Agreement and thereafter as long as any of the Obligations shall be outstanding. The designation set forth herein shall be deemed to amend and supersede any inconsistent provision in the Organizational Documents or other documents or agreements to which the Company is subject or to which the Company is a party. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, the Secured Party is specifically authorized to execute and file any applications for or instruments of transfer and assignment of any patents, trademarks, copyrights or other Intellectual Property with the United States Patent and Trademark Office and the United States Copyright Office. (b) 15.2 On a continuing basis, the Obligor Company will make, execute, acknowledge, deliver, file and record, as the case may be, in with the proper filing and recording places agencies in any jurisdiction, including, without limitation, the jurisdictions indicated on Schedule C, 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 Secured Party, to perfect the Security Interest Interests granted hereunder and otherwise to carry out the intent and purposes of this Security Agreement, or for assuring and confirming to the Secured Party the grant or perfection of a perfected security interest in all the CollateralCollateral under the UCC. (c) 15.3 The Obligor Company hereby irrevocably appoints the Secured Party as the ObligorCompany’s attorney-in-fact, with full authority in the place and stead place, on behalf of the Obligor and in the name of the ObligorCompany, from time to time at the discretion of in the Secured Party's discretion, to take any action and to execute any instrument which the Secured Party may deem necessary or advisable to accomplish the purposes of this Security 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 Obligor 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 Secured 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 shall be outstanding.

Power of Attorney; Further Assurances. (a) The Obligor Debtor authorizes the Secured PartyParties, and does hereby make, constitute and appoint the Secured Party, Parties and the Secured Party’s their respective officers, agents, successors or assigns with full power of substitution, as the Obligorsuch Debtor’s true and lawful attorney-in-fact, with power, in its own name or in the name of the Obligor, tosuch Debtor, after the occurrence and during the continuance of an Event of Default, (i) to endorse any debenturesnote, checks, drafts, money orders, orders or other instruments of payment (including including, without limitation, payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Secured PartyParties; (ii) to sign and endorse any UCC financing statement pursuant to the UCC or any invoice, freight or express xxxx, 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 xxx for monies due in respect of the Collateral; and (v) to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generally, to do, at the option of the Secured PartyParties, and at the Obligor’s expenseexpense of the Debtor, at any time, or from time to time, to execute and deliver any and all documents and instruments and to do all acts and things which the Secured Party deems Parties deem necessary to protect, preserve and realize upon the Collateral and the Security Interest Interests granted therein in order to effect the intent of this Security Agreement and the Letter Agreement, Notes all as fully and effectually as the Obligor Debtor might or could do; and the Obligor Debtor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Security Agreement and thereafter as long as any of the Obligations shall be outstanding. The designation set forth herein shall be deemed to amend and supersede any inconsistent provision in the Organizational Documents or other documents or agreements to which the Debtor is subject or to which the Debtor is a party. (b) On a continuing basis, the Obligor Debtor will make, execute, acknowledge, deliver, file and record, as the case may be, in with the proper filing and recording places agencies in any jurisdiction, including, without limitation, the jurisdictions indicated on Schedule C, 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 Secured PartyParties, to perfect the Security Interest granted hereunder and otherwise to carry out the intent and purposes of this Security Agreement, or for assuring and confirming to the Secured Party Parties the grant or perfection of a perfected security interest in all the CollateralCollateral under the UCC. (c) The Obligor hereby irrevocably appoints the Secured Party as the Obligor’s attorney-in-fact, with full authority in the place and stead of the Obligor and in the name of the Obligor, from time to time at the discretion of the Secured Party, to take any action and to execute any instrument which the Secured Party may deem necessary or advisable to accomplish the purposes of this Security 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 Obligor where permitted by law.

Power of Attorney; Further Assurances. (a) The Obligor Debtor authorizes the Secured Party, and does hereby make, constitute and appoint the Secured Party, Party and the Secured Party’s its officers, agents, successors or assigns with full power of substitution, as the ObligorDebtor’s true and lawful attorney-in-fact, with power, in its own name or in the name of the ObligorSecured Party or the Debtor, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any debenturesnote, checks, drafts, money orders, orders or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Secured Party; (ii) to sign and endorse any UCC financing statement pursuant to the UCC or any invoice, freight or express xxxxbxxx, xxxx 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 xxx sxx for monies due in respect of the Collateral; and (v) to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generally, to do, at the option of the Secured Party, and at the Obligor’s expenseexpense of the Debtor, at any time, or from time to time, to execute and deliver any and all documents and instruments and to do all acts and things which the Secured Party reasonably deems necessary to protect, preserve and realize upon the Collateral and the Security Interest Interests granted therein in order to effect the intent of this Security Agreement and the Letter Agreement, Notes all as fully and effectually as the Obligor Debtor might or could do; and the Obligor Debtor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Security Agreement and thereafter as long as any of the Obligations shall be outstanding. The designation set forth herein shall be deemed to amend and supersede any inconsistent provision in the Organizational Documents or other documents or agreements to which the Debtor is subject or to which the Debtor is a party. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, the Secured Party is specifically authorized to execute and file any applications for or instruments of transfer and assignment of any patents, trademarks, copyrights or other Intellectual Property with the United States Patent and Trademark Office and the United States Copyright Office. (b) On a continuing basis, the Obligor Debtor will make, execute, acknowledge, deliver, file and record, as the case may be, in with the proper filing and recording places agencies in any jurisdiction, including, without limitation, the jurisdictions indicated on Schedule C, 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 Secured Party, to perfect the Security Interest Interests granted hereunder and otherwise to carry out the intent and purposes of this Security Agreement, or for assuring and confirming to the Secured Party the grant or perfection of a perfected security interest in all the CollateralCollateral under the UCC. (c) The Obligor Debtor hereby irrevocably appoints the Secured Party as the ObligorDebtor’s attorney-in-fact, with full authority in the place and stead of the Obligor Debtor and in the name of the ObligorDebtor, from time to time at the discretion of in the Secured Party’s discretion, to take any action and to execute any instrument which the Secured Party may deem necessary or advisable to accomplish the purposes of this Security 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 Obligor 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 Secured 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 shall be outstanding.

Power of Attorney; Further Assurances. (a) The Obligor Each Debtor authorizes the Secured Party, and does hereby make, constitute and appoint the Secured Party, Party and the Secured Party’s their respective officers, agents, successors or assigns with full power of substitution, as the Obligorsuch Debtor’s true and lawful attorney-in-fact, with power, in its own name or in the name of the Obligorvarious Secured Party or such Debtor, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any debenturesnote, checks, drafts, money orders, orders or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Secured Party; (ii) to sign and endorse any UCC financing statement pursuant to the UCC or any invoice, freight or express xxxx, 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 xxx for monies due in respect of the Collateral; and (v) to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generally, to do, at the option of the Secured Party, and at the Obligor’s expenseexpense of the Debtors, 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 Secured Party deems deem necessary to protect, preserve and realize upon the Collateral and the Security Interest granted therein in order to effect the intent of this Security Agreement and the Letter Agreement, Secured Revolving Credit Note all as fully and effectually as the Obligor Debtors might or could do; and the Obligor 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 the term of this Security Agreement and thereafter as long as any of the Obligations shall be outstanding. The designation set forth herein shall be deemed to amend and supersede any inconsistent provision in the Organizational Documents or other documents or agreements to which 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, 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 Obligor each Debtor will make, execute, acknowledge, deliver, file and record, as the case may be, in with the proper filing and recording places agencies in any jurisdiction, including, without limitation, the jurisdictions indicated on Schedule C, 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 Secured Party, to perfect the Security Interest granted hereunder and otherwise to carry out the intent and purposes of this Security Agreement, or for assuring and confirming to the Secured Party the grant or perfection of a perfected security interest in all the CollateralCollateral under the UCC. (c) The Obligor Each Debtor hereby irrevocably appoints the Secured Party as the Obligorsuch Debtor’s attorney-in-fact, with full authority in the place and stead instead of the Obligor such Debtor and in the name of the Obligorsuch Debtor, from time to time at the discretion of in the Secured Party’ discretion, to take any action and to execute any instrument which the Secured Party may deem necessary or advisable to accomplish the purposes of this Security 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 Obligor such Debtor where permitted by law, and ratifies all such actions taken by the Secured 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 shall be outstanding.

Power of Attorney; Further Assurances. (a) The Each Obligor authorizes the Lead Secured Party, and does hereby make, constitute and appoint the Lead Secured Party, Party and the Secured Party’s its respective officers, agents, successors or assigns with full power of substitution, as the such Obligor’s 's true and lawful attorney-in-fact, with power, in its own name or in the name of the Lead Secured Party or such Obligor, to, after the occurrence and during the continuance of an Event of Default, (i) to endorse any debenturesnote, checks, drafts, money orders, orders or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Secured Party; (ii) to sign and endorse any UCC financing statement pursuant to the UCC or any invoice, freight or express xxxx, 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 xxx for monies due in respect of the Collateral; and (v) generally, to do, at the option of the Lead Secured Party, and at the expense of such Obligor’s expense, at any time, or from time to time, all acts and things which the Lead Secured Party deems deem necessary to protect, preserve and realize upon the Collateral and the Security Interest granted therein in order to effect the intent of this Security Agreement and the Letter Agreement, Debentures all as fully and effectually as the such Obligor might or could do; and the 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 the term of this Security Agreement and thereafter as long as any of the Obligations shall be outstanding. (b) On a continuing basis, the each Obligor will make, execute, acknowledge, deliver, file and record, as the case may be, in with the proper filing and recording places agencies in any jurisdiction, including, without limitation, the jurisdictions indicated on Schedule C, 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 Lead Secured Party, to perfect the Security Interest granted hereunder and otherwise to carry out the intent and purposes of this Security Agreement, or for assuring and confirming to the Lead Secured Party the grant or perfection of a perfected first priority security interest in all the CollateralCollateral under the UCC. (c) The Each Obligor hereby irrevocably appoints the Lead Secured Party as the such Obligor’s 's attorney-in-fact, with full authority in the place and stead of the such Obligor and in the name of the such Obligor, from time to time at in the discretion of the Lead Secured Party's discretion, to take any action and to execute any instrument which the Lead Secured Party may deem necessary or advisable to accomplish the purposes of this Security 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 such Obligor where permitted by law.

Power of Attorney; Further Assurances. (a) The Obligor Each Debtor authorizes the Secured Party, and does hereby make, constitute and appoint the Secured Party, Party and the Secured Party’s its respective officers, agents, successors or assigns with full power of substitution, as the Obligorsuch Debtor’s true and lawful attorney-in-fact, with power, in its own name or in the name of the Obligorvarious Secured Party or such Debtor, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any debenturesnote, checks, drafts, money orders, orders or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Secured Party; (ii) to sign and endorse any UCC financing statement pursuant to the UCC or any invoice, freight or express xxxx, 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 xxx for monies due in respect of the Collateral; and (v) to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generally, to do, at the option of the Secured Party, and at the Obligor’s expenseexpense of the Debtors, 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 Secured Party deems deem necessary to protect, preserve and realize upon the Collateral and the Security Interest granted therein in order to effect the intent of this Security Agreement and the Letter Agreement, Note all as fully and effectually as the Obligor Debtors might or could do; and the Obligor 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 the term of this Security Agreement and thereafter as long as any of the Obligations shall be outstanding. The designation set forth herein shall be deemed to amend and supersede any inconsistent provision in the Organizational Documents or other documents or agreements to which 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, 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 Obligor each Debtor will make, execute, acknowledge, deliver, file and record, as the case may be, in with the proper filing and recording places agencies in any jurisdiction, including, without limitation, the jurisdictions indicated on Schedule C, 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 Secured Party, to perfect the Security Interest granted hereunder and otherwise to carry out the intent and purposes of this Security Agreement, or for assuring and confirming to the Secured Party the grant or perfection of a perfected security interest in all the CollateralCollateral under the UCC. (c) The Obligor Each Debtor hereby irrevocably appoints the Secured Party as the Obligorsuch Debtor’s attorney-in-fact, with full authority in the place and stead instead of the Obligor such Debtor and in the name of the Obligorsuch Debtor, from time to time at the discretion of in the Secured Party’ discretion, to take any action and to execute any instrument which the Secured Party may deem necessary or advisable to accomplish the purposes of this Security 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 Obligor 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 Secured 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 shall be outstanding.

Power of Attorney; Further Assurances. (a) The Obligor Each Grantor authorizes the Secured PartyCollateral Agent, and does hereby make, constitute and appoint the Secured Party, Collateral Agent and the Secured Party’s its officers, agents, successors or assigns with full power of substitution, as the Obligorsuch Grantor’s true and lawful attorney-in-fact, with power, in its own name or in the name of the ObligorCollateral Agent or such Grantor, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any debenturesnote, checks, drafts, money orders, orders or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Secured PartyCollateral Agent; (ii) to sign and endorse any UCC financing statement pursuant to the UCC or any invoice, freight or express xxxx, 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 xxx for monies due in respect of the Collateral; and (v) to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generally, to do, at the option of the Secured PartyCollateral Agent, and at the Obligor’s expenseexpense of the Grantors, 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 Secured Party Collateral Agent deems necessary to protect, preserve and realize upon the Collateral and the Security Interest Interests granted therein in order to effect the intent of this Security Agreement and the Letter Agreement, Debentures all as fully and effectually as the Obligor Grantors might or could do; and the Obligor each Grantor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Security Agreement and thereafter as long as any of the Obligations shall be outstanding. The designation set forth herein shall be deemed to amend and supersede any inconsistent provision in the Organizational Documents or other documents or agreements to which any Grantor is subject or to which any Grantor is a party. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, each Secured Party is specifically authorized to execute and file any applications for or instruments of transfer and assignment of any patents, trademarks, copyrights or other Intellectual Property with the United States Patent and Trademark Office and the United States Copyright Office. (b) On a continuing basisEach Grantor, after the Obligor will makeoccurrence and during the continuance of an Event of Default, execute, acknowledge, deliver, file and record, as the case may be, in the proper filing and recording places in any jurisdiction, including, without limitation, the jurisdictions indicated on Schedule 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 Secured Party, to perfect the Security Interest granted hereunder and otherwise to carry out the intent and purposes of this Security Agreement, or for assuring and confirming to the Secured Party the grant or perfection of a security interest in all the Collateral. (c) The Obligor hereby irrevocably appoints the Secured Party Collateral Agent as the Obligorsuch Grantor’s attorney-in-fact, with full authority in the place and stead instead of the Obligor such Grantor and in the name of the Obligorsuch Grantor, from time to time at in the discretion of the Secured PartyCollateral Agent’s discretion, to take any action and to execute any instrument which the Secured Party Collateral Agent may deem necessary or advisable to accomplish the purposes of this Security 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 Obligor such Grantor 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 shall be outstanding.

Power of Attorney; Further Assurances. (a) The Obligor Debtor authorizes the Secured Party, and does hereby make, constitute and appoint the Secured Party, Party and the Secured Party’s its officers, agents, successors or assigns with full power of substitution, as the Obligor’s Debtor's true and lawful attorney-in-fact, with power, in its own name or in the name of the ObligorSecured Party or the Debtor, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any debenturesnote, checks, drafts, money orders, orders or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Secured Party; (ii) to sign and endorse any UCC financing statement pursuant to the UCC or any invoice, freight or express xxxxbxxx, xxxx 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 xxx sxx for monies due in respect of the Collateral; and (v) to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generally, to do, at the option of the Secured Party, and at the Obligor’s expenseexpense of the Debtor, at any time, or from time to time, to execute and deliver any and all documents and instruments and to do all acts and things which the Secured Party deems necessary to protect, preserve and realize upon the Collateral and the Security Interest Interests granted therein in order to effect the intent of this Security Agreement and the Letter Agreement, Note all as fully and effectually as the Obligor Debtor might or could do; and the Obligor Debtor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Security Agreement and thereafter as long as any of the Obligations shall be outstanding. The designation set forth herein shall be deemed to amend and supersede any inconsistent provision in the Organizational Documents or other documents or agreements to which the Debtor is subject or to which the Debtor is a party. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, the Secured Party is specifically authorized to execute and file any applications for or instruments of transfer and assignment of any patents, trademarks, copyrights or other Intellectual Property with the United States Patent and Trademark Office and the United States Copyright Office. (b) On a continuing basis, the Obligor Debtor will make, execute, acknowledge, deliver, file and record, as the case may be, in with the proper filing and recording places agencies in any jurisdiction, including, without limitation, the jurisdictions indicated on Schedule C, 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 Secured Party, to perfect the Security Interest Interests granted hereunder and otherwise to carry out the intent and purposes of this Security Agreement, or for assuring and confirming to the Secured Party the grant or perfection of a perfected security interest in all the CollateralCollateral under the UCC. (c) The Obligor Debtor hereby irrevocably appoints the Secured Party as the Obligor’s Debtor's attorney-in-fact, with full authority in the place and stead of the Obligor Debtor and in the name of the ObligorDebtor, from time to time at the discretion of in the Secured Party's discretion, to take any action and to execute any instrument which the Secured Party may deem necessary or advisable to accomplish the purposes of this Security 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 Obligor 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 Secured 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 shall be outstanding.

Power of Attorney; Further Assurances. (a) The Obligor Each Debtor authorizes the Secured Party, and does hereby make, constitute and appoint the Secured Party, Party and the Secured Party’s its officers, agents, successors or assigns with full power of substitution, as the Obligor’s such Debtor's true and lawful attorney-in-fact, with power, in its own name or in the name of the ObligorSecured Party or such Debtor, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any debenturesnote, checks, drafts, money orders, orders or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Secured Party; (ii) to sign and endorse any UCC financing statement pursuant to the UCC or any invoice, freight or express xxxx, 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 xxx for monies due in respect of the Collateral; and (v) to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generally, to do, at the option of the Secured Party, and at the Obligor’s expenseexpense of the Debtors, 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 Secured Party deems necessary to protect, preserve and realize upon the Collateral and the Security Interest Interests granted therein in order to effect the intent of this Security Agreement and the Letter Agreement, Note all as fully and effectually as the Obligor Debtors might or could do; and the Obligor 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 the term of this Security Agreement and thereafter as long as any of the Obligations shall be outstanding. The designation set forth herein shall be deemed to amend and supersede any inconsistent provision in the Organizational Documents or other documents or agreements to which 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, 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 Obligor each Debtor will make, execute, acknowledge, deliver, file and record, as the case may be, in with the proper filing and recording places agencies in any jurisdiction, including, without limitation, the jurisdictions indicated on Schedule C, 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 Secured Party, to perfect the Security Interest Interests granted hereunder and otherwise to carry out the intent and purposes of this Security Agreement, or for assuring and confirming to the Secured Party the grant or perfection of a perfected security interest in all the CollateralCollateral under the UCC. (c) The Obligor Each Debtor hereby irrevocably appoints the Secured Party as the Obligor’s such Debtor's attorney-in-fact, with full authority in the place and stead instead of the Obligor such Debtor and in the name of the Obligorsuch Debtor, from time to time at the discretion of in the Secured Party's discretion, to take any action and to execute any instrument which the Secured Party may deem necessary or advisable to accomplish the purposes of this Security 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 Obligor 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 Secured 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 shall be outstanding.

Power of Attorney; Further Assurances. (a) The Obligor Each Debtor authorizes the Secured Party, and does hereby make, constitute and appoint the Secured Party, Party and the Secured Party’s its officers, agents, successors or assigns with full power of substitution, as the Obligorsuch Debtor’s true and lawful attorney-in-fact, with power, in its own name or in the name of the ObligorSecured Party or such Debtor, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any debenturesnote, checks, drafts, money orders, orders or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Secured Party; (ii) to sign and endorse any UCC financing statement pursuant to the UCC or any invoice, freight or express xxxx, 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 xxx for monies due in respect of the Collateral; and (v) to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generally, to do, at the option of the Secured Party, and at the Obligor’s expenseexpense of the Debtors, 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 Secured Party deems necessary to protect, preserve and realize upon the Collateral and the Security Interest Interests granted therein in order to effect the intent of this Security Agreement and the Letter Agreement, Note all as fully and effectually as the Obligor Debtors might or could do; and the Obligor 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 the term of this Security Agreement and thereafter as long as any of the Obligations shall be outstanding. The designation set forth herein shall be deemed to amend and supersede any inconsistent provision in the Organizational Documents or other documents or agreements to which 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 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 Obligor each Debtor will make, execute, acknowledge, deliver, file and record, as the case may be, in with the proper filing and recording places agencies in any jurisdiction, including, without limitation, the jurisdictions indicated on Schedule C, 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 Secured Party, to perfect the Security Interest Interests granted hereunder and otherwise to carry out the intent and purposes of this Security Agreement, or for assuring and confirming to the Secured Party the grant or perfection of a perfected security interest in all the CollateralCollateral under the UCC. (c) The Obligor Each Debtor hereby irrevocably appoints the Secured Party as the Obligorsuch Debtor’s attorney-in-fact, with full authority in the place and stead instead of the Obligor such Debtor and in the name of the Obligorsuch Debtor, from time to time at the discretion of in the Secured Party’s discretion, to take any action and to execute any instrument which the Secured Party may deem necessary or advisable to accomplish the purposes of this Security 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 Obligor 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 Secured 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 shall be outstanding.

Power of Attorney; Further Assurances. (a) The Obligor Debtor authorizes the Secured Party, and does hereby make, constitute and appoint the Secured Party, Party and the Secured Party’s their respective officers, agents, successors or assigns with full power of substitution, as the ObligorDebtor’s true and lawful attorney-in-fact, with power, in its own name or in the name of the Obligorvarious Secured Party or the Debtor, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any debenturesnote, checks, drafts, money orders, orders or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Secured Party; (ii) to sign and endorse any UCC financing statement pursuant to the UCC or any invoice, freight or express xxxx, 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 xxx for monies due in respect of the Collateral; and (v) to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generally, to do, at the option of the Secured Party, and at the Obligor’s expenseexpense of the Debtor, at any time, or from time to time, to execute and deliver any and all documents and instruments and to do all acts and things which the Secured Party deems deem necessary to protect, preserve and realize upon the Collateral and the Security Interest granted therein in order to effect the intent of this Security Agreement and the Letter Agreement, Notes all as fully and effectually as the Obligor Debtor might or could do; and the Obligor Debtor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Security Agreement and thereafter as long as any of the Obligations shall be outstanding. The designation set forth herein shall be deemed to amend and supersede any inconsistent provision in the Organizational Documents or other documents or agreements to which the Debtor is subject or to which the Debtor is a party. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, each Secured Party is specifically authorized to execute and file any applications for or instruments of transfer and assignment of any patents, trademarks, copyrights or other Intellectual Property with the United States Patent and Trademark Office and the United States Copyright Office. (b) On a continuing basis, the Obligor Secured Party will make, execute, acknowledge, deliver, file and record, as the case may be, in with the proper filing and recording places agencies in any jurisdiction, including, without limitation, the jurisdictions indicated on Schedule C, 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 Secured Party, to perfect the Security Interest granted hereunder and otherwise to carry out the intent and purposes of this Security Agreement, or for assuring and confirming to the Secured Party the grant or perfection of a perfected security interest in all the CollateralCollateral under the UCC. (c) The Obligor hereby irrevocably appoints the Secured Party as the Obligor’s attorney-in-fact, with full authority in the place and stead of the Obligor and in the name of the Obligor, from time to time at the discretion of the Secured Party, to take any action and to execute any instrument which the Secured Party may deem necessary or advisable to accomplish the purposes of this Security 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 Obligor where permitted by law.