Common use of Power of Attorney Clause in Contracts

Power of Attorney. Effective only upon the occurrence and during the continuance of an Event of Default, Borrower hereby irrevocably appoints Bank (and any of Bank’s designated officers, or employees) as Borrower’s true and lawful attorney to: (a) send requests for verification of Accounts or notify account debtors of Bank’s security interest in the Accounts; (b) endorse Borrower’s name on any checks or other forms of payment or security that may come into Bank’s possession; (c) sign Borrower’s name on any invoice or xxxx of lading relating to any Account, drafts against account debtors, schedules and assignments of Accounts, verifications of Accounts, and notices to account debtors; (d) dispose of any Collateral; (e) make, settle, and adjust all claims under and decisions with respect to Borrower’s policies of insurance; (f) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts and upon terms which Bank determines to be reasonable; and (g) file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of Borrower where permitted by law; provided Bank may exercise such power of attorney to sign the name of Borrower on any of the documents described in clause (g) above, regardless of whether an Event of Default has occurred. The appointment of Bank as Borrower’s attorney in fact, and each and every one of Bank’s rights and powers, being coupled with an interest, is irrevocable until all of the Obligations have been fully repaid and performed and Bank’s obligation to provide advances hereunder is terminated.

Power of Attorney. Effective only upon the occurrence and during the continuance of an Event of Default, Borrower hereby irrevocably appoints Bank (and any of Bank’s designated officers, or employees) as Borrower’s true and lawful attorney to: (a) send requests for verification of Accounts or notify account debtors of Bank’s security interest in the Accounts; (b) endorse Borrower’s name on any checks or other forms of payment or security that may come into Bank’s possession; (c) sign Borrower’s name on any invoice or xxxx of lading relating to any Account, drafts against account debtors, schedules and assignments of Accounts, verifications of Accounts, and notices to account debtors; (d) dispose of any Collateral; (e) make, settle, and adjust all claims under and decisions with respect to Borrower’s policies of insurance; (f) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts and upon terms which Bank determines to be reasonable; and (g) file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of Borrower where permitted by lawCollateral; provided Bank may exercise such power of attorney to sign the name of Borrower on any of the documents described in clause (g) above, regardless of whether an Event of Default has occurred. The appointment of Bank as Borrower’s attorney in fact, and each and every one of Bank’s rights and powers, being coupled with an interest, is irrevocable until all of the Obligations have been fully repaid and performed and Bank’s obligation to provide advances hereunder is terminated.

Power of Attorney. Effective only upon the occurrence and during the continuance of an Event of Default, Borrower Grantor hereby irrevocably appoints Bank (and any of Bank’s designated officers, or employees) as BorrowerGrantor’s true and lawful attorney to: (a) send requests for verification of Accounts or notify account debtors of Bank’s security interest in the Accounts; (b) endorse BorrowerGrantor’s name on any checks or other forms of payment or security that may come into Bank’s possession; (c) sign BorrowerGrantor’s name on any invoice or xxxx of lading relating to any Account, drafts against account debtors, schedules and assignments of Accounts, verifications of Accounts, and notices to account debtors; (d) dispose of any Collateral; (e) make, settle, and adjust all claims under and decisions with respect to BorrowerGrantor’s policies of insurance; (f) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts and upon terms which Bank determines to be reasonable; (g) file Grantor’s tax returns and related documents with the appropriate governmental authority; (h) enter into a short-form intellectual property security agreement consistent with the terms of this Agreement for recording purposes only or modify, in its sole discretion, any intellectual property security agreement entered into between Grantor and Bank without first obtaining Grantor’s approval of or signature to such modification by amending the exhibits or schedules thereof, as appropriate, to include reference to any right, title or interest in any Copyrights, Patents, Trademarks or other intellectual property collateral acquired by Grantor after the execution hereof or to delete any reference to any right, title or interest in any Copyrights, Patents, Trademarks or other Intellectual Property Collateral in which Grantor no longer has or claims to have any right, title or interest; and (gi) file, in its sole discretion, one or more financing statements, financing change statements or continuation statements and amendments thereto, relative to any of the Collateral without the signature of Borrower Grantor where permitted by law; provided Bank may exercise such power of attorney to sign the name of Borrower Grantor on any of the documents described in clause clauses (gh) and (i) above, regardless of whether an Event of Default has occurred. The appointment of Bank as BorrowerGrantor’s attorney in fact, and each and every one of Bank’s rights and powers, being coupled with an interest, is irrevocable until all of the Secured Obligations have been fully repaid and performed and Bank’s obligation to provide advances hereunder is terminated.

Power of Attorney. Effective only upon the occurrence and during the continuance of an Event of Default, Borrower hereby irrevocably appoints Bank (and any of Bank’s designated officers, or employees) as Borrower’s true and lawful attorney to: (a) send requests for verification of Accounts or notify account debtors of Bank’s security interest in the Accounts; (b) endorse Borrower’s name on any checks or other forms of payment or security that may come into Bank’s possession; (c) sign Borrower’s name on any invoice or xxxx of lading relating to any Account, drafts against account debtors, schedules and assignments of Accounts, verifications of Accounts, and notices to account debtors; (d) dispose of any Collateral; (e) make, settle, and adjust all claims under and decisions with respect to Borrower’s policies of insurance; (f) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts and upon terms which Bank determines to be reasonable; (g) enter into a short-form intellectual property security agreement consistent with the terms of this Agreement for recording purposes only or modify, in its sole discretion, any intellectual property security agreement entered into between Borrower and Bank without first obtaining Borrower’s approval of or signature to such modification by amending Exhibits A, B, and C, thereof, as appropriate, to include reference to any right, title or interest in any Copyrights, Patents or Trademarks acquired by Borrower after the execution hereof or to delete any reference to any right, title or interest in any Copyrights, Patents or Trademarks in which Borrower no longer has or claims to have any right, title or interest; and (gh) file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of Borrower where permitted by law; provided Bank may exercise such power of attorney to sign the name of Borrower on any of the documents described in clause clauses (g) and (h) above, regardless of whether an Event of Default has occurred. The appointment of Bank as Borrower’s attorney in fact, and each and every one of Bank’s rights and powers, being coupled with an interest, is irrevocable until all of the Obligations have been fully repaid and performed and Bank’s obligation to provide advances hereunder is terminated.

Power of Attorney. Effective only upon the occurrence and during the continuance of an Event of Default, Borrower hereby irrevocably appoints Bank (and any of Bank’s designated officers, or employees) as Borrower’s true and lawful attorney to: (a) send requests for verification of Accounts or notify account debtors of Bank’s security interest in the Accounts; (b) endorse Borrower’s name on any checks or other forms of payment or security that may come into Bank’s possession; (c) sign Borrower’s name on any invoice or xxxx of lading relating to any Account, drafts against account debtors, schedules and assignments of Accounts, verifications of Accounts, and notices to account debtors; (d) dispose of any Collateral; (e) make, settle, and adjust all claims under and decisions with respect to Borrower’s policies of insurance; (f) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts and upon terms which Bank determines to be reasonable; and (g) to file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of Borrower where permitted by law; provided Bank may exercise such power of attorney to sign the name of Borrower on any of the documents described in clause (g) above, regardless of whether an Event of Default has occurred. The appointment of Bank as Borrower’s attorney in fact, and each and every one of Bank’s rights and powers, being coupled with an interest, is irrevocable until all of the Obligations have been fully repaid and performed and Bank’s obligation to provide advances Credit Extensions hereunder is terminated.

Power of Attorney. Effective only upon the occurrence and during the continuance of an Event of Default, Borrower hereby irrevocably appoints Bank (and any of Bank’s designated officers, or employees) as Borrower’s true and lawful attorney to: (a) send requests for verification of Accounts or notify account debtors of Bank’s security interest in the Accounts; (b) endorse Borrower’s name on any checks or other forms of payment or security that may come into Bank’s possession; (c) sign Borrower’s name on any invoice or xxxx of lading relating to any Account, drafts against account debtors, schedules and assignments of Accounts, verifications of Accounts, and notices to account debtors; (d) dispose of any Collateral; (e) make, settle, and adjust all claims under and decisions with respect to Borrower’s policies of insurance; (f) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts and upon terms which Bank determines to be reasonable; and (g) file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of Borrower where permitted by lawCollateral; provided Bank may exercise such power of attorney to sign the name of Borrower on any of the documents described in clause (g) above, regardless of whether an Event of Default has occurred. The appointment of Bank as Borrower’s attorney in fact, and each and every one of Bank’s rights and powers, being coupled with an interest, is irrevocable until all of the Obligations (other than inchoate indemnity obligations) have been fully repaid and performed and Bank’s obligation to provide advances hereunder is terminated.

Power of Attorney. Effective only upon the occurrence and during the continuance of an Event of Default, Borrower hereby irrevocably appoints Bank (and any of Bank’s designated officers, or employees) as Borrower’s true and lawful attorney to: (a) send requests for verification of Accounts or notify account debtors of Bank’s security interest in the Accounts; (b) endorse Borrower’s name on any checks or other forms of payment or security that may come into Bank’s possession; (c) sign Borrower’s name on any invoice or xxxx of lading relating to any Account, drafts against account debtors, schedules and assignments of Accounts, verifications of Accounts, and notices to account debtors; (d) dispose of any Collateral; (e) make, settle, and adjust all claims under and decisions with respect to Borrower’s policies of insurance; (f) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts and upon terms which Bank determines to be reasonable; and (g) file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of Borrower where permitted by law; provided Bank may exercise such power of attorney to sign the name of Borrower on any of the documents described in clause (g) above, regardless of whether an Event of Default has occurred. The appointment of Bank as Borrower’s attorney in fact, and each and every one of Bank’s rights and powers, being coupled with an interest, is irrevocable until all of the Obligations (other than inchoate indemnity obligations) have been fully repaid and performed and Bank’s obligation to provide advances hereunder is terminated.

Power of Attorney. Effective only upon the occurrence and during the continuance of an Event of Default, each Borrower hereby irrevocably appoints Bank (and any of Bank’s designated officers, or employees) as such Borrower’s true and lawful attorney to: (a) send requests for verification of Accounts or notify account debtors of Bank’s security interest in the Accounts; (b) endorse such Borrower’s name on any checks or other forms of payment or security that may come into Bank’s possession; (c) sign such Borrower’s name on any invoice or xxxx bxxx of lading relating to any Account, drafts against account debtors, schedules and assignments of Accounts, verifications of Accounts, and notices to account debtors; (d) dispose of any Collateral; (e) make, settle, and adjust all claims under and decisions with respect to such Borrower’s policies of insurance; (f) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts and upon terms which Bank determines to be reasonable; and (g) to file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of Borrower where permitted by law; provided Bank may exercise such power of attorney to sign the name of Borrower on any of the documents described in clause (g) above, regardless of whether an Event of Default has occurredCollateral. The appointment of Bank as each Borrower’s attorney in fact, and each and every one of Bank’s rights and powers, being coupled with an interest, is irrevocable until all of the Obligations have been fully repaid and performed and Bank’s obligation to provide advances Credit Extensions hereunder is terminated.

Power of Attorney. Effective only Borrower hereby irrevocably appoints Bank as its lawful attorney-in-fact, exercisable upon the occurrence and during the continuance of an Event of Default, Borrower hereby irrevocably appoints Bank (and any of Bank’s designated officers, or employees) as Borrower’s true and lawful attorney to: (a) send requests for verification of Accounts or notify account debtors of Bank’s security interest in the Accounts; (b) endorse Borrower’s name on any checks checks, payment instruments, or other forms of payment or security that may come into Bank’s possessionsecurity; (cb) sign Borrower’s name on any invoice or xxxx of lading relating for any Account or drafts against Account Debtors; (c) demand, collect, xxx, and give releases to any AccountAccount Debtor for monies due, drafts against account debtors, schedules settle and assignments of Accounts, verifications of Accountsadjust disputes and claims about the Accounts directly with Account Debtors, and notices to account debtorscompromise, prosecute, or defend any action, claim, case, or proceeding about any Collateral (including filing a claim or voting a claim in any bankruptcy case in Bank’s or Borrower’s name, as Bank chooses); (d) dispose of any Collateral; (e) make, settle, and adjust all claims under and decisions with respect to Borrower’s policies of insuranceinsurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, or other claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts and upon terms which Bank determines to be reasonable; and (g) file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of transfer the Collateral without the signature of Borrower where permitted by law; provided Bank may exercise such power of attorney to sign into the name of Bank or a third party as the Code permits. Borrower hereby appoints Bank as its lawful attorney-in-fact to sign Borrower’s name on any documents necessary to perfect or continue the perfection of Bank’s security interest in the documents described in clause (g) above, Collateral regardless of whether an Event of Default has occurredoccurred until all Obligations have been satisfied in full and the Loan Documents have been terminated. The Bank’s foregoing appointment of Bank as Borrower’s attorney in fact, and each and every one all of Bank’s rights and powers, being coupled with an interest, is are irrevocable until all of the Obligations have been fully repaid and performed and Bank’s obligation to provide advances hereunder is the Loan Documents have been terminated.

Power of Attorney. Effective only upon the occurrence and during the continuance of an Event of Default, Borrower hereby irrevocably appoints Bank Agent (and any of BankAgent’s designated officers, officers or employees) (for the benefit of the Lenders) as Borrower’s true and lawful attorney to: (a) send requests for verification of Accounts or notify account debtors of BankAgent’s security interest in the Accounts; (b) endorse Borrower’s name on any checks or other forms of payment or security that may come into BankAgent’s possession; (c) sign Borrower’s name on any invoice or xxxx of lading relating to any Account, drafts against account debtors, schedules and assignments of Accounts, verifications of Accounts, and notices to account debtors; (d) dispose of any Collateral; (e) make, settle, and adjust all claims under and decisions with respect to Borrower’s policies of insurance; (f) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts and upon terms which Bank Agent determines to be reasonable; and (g) file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of Borrower where permitted by lawCollateral; provided Bank that Agent may exercise such power of attorney to sign the name of Borrower on any of the documents described in clause (g) above, regardless of whether an Event of Default has occurred. The appointment of Bank Agent as Borrower’s attorney in fact, and each and every one of BankAgent’s rights and powers, being coupled with an interest, is irrevocable until all of the Obligations have been fully repaid and performed performed, and Bankeach Lender’s obligation to provide advances hereunder is terminated.

Power of Attorney. Effective only upon the occurrence and during the continuance of an Event of Default, Borrower hereby irrevocably appoints Bank (and any of Bank’s 's designated officers, or employees) as Borrower’s 's true and lawful attorney to: (a) send requests for verification of Accounts or notify account debtors of Bank’s 's security interest in the Accounts; (b) endorse Borrower’s 's name on any checks or other forms of payment or security that may come into Bank’s 's possession; (c) sign Borrower’s 's name on any invoice or xxxx of lading relating to any Account, drafts against account debtors, schedules and assignments of Accounts, verifications of Accounts, and notices to account debtors; (d) dispose of any Collateral; (e) make, settle, and adjust all claims under and decisions with respect to Borrower’s 's policies of insurance; (f) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts and upon terms which Bank determines to be reasonable; and (g) to modify, in its sole discretion, any intellectual property security agreement entered into between Borrower and Bank without first obtaining Borrower's approval of or signature to such modification by amending Exhibits A, B, and C, thereof, as appropriate, to include reference to any right, title or interest in any Copyrights, Patents or Trademarks acquired by Borrower after the execution hereof or to delete any reference to any right, title or interest in any Copyrights, Patents or Trademarks in which Borrower no longer has or claims to have any right, title or interest; (h) to file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of Borrower where permitted by law; and (i) to transfer the Intellectual Property Collateral into the name of Bank or a third party to the extent permitted under the California Uniform Commercial Code; provided Bank may exercise such power of attorney to sign the name of Borrower on any of the documents described in clause (g) above, regardless of whether an Event of Default has occurred. The appointment of Bank as Borrower’s attorney in fact, and each and every one of Bank’s rights and powers, being coupled with an interest, is irrevocable until all of the Obligations have been fully repaid and performed and Bank’s obligation to provide advances hereunder is terminated.Section

Power of Attorney. Effective only upon the occurrence and during the continuance of an Event of Default, Borrower hereby irrevocably appoints Bank (and any of Bank’s 's designated officers, or employees) as Borrower’s 's true and lawful attorney to: (a) send requests for verification of Accounts or notify account debtors of Bank’s 's security interest in the Accounts; (b) endorse Borrower’s 's name on any checks or other forms of payment or security that may come into Bank’s 's possession; (c) sign Borrower’s 's name on any invoice or xxxx of lading relating to any Account, drafts against account debtors, schedules and assignments of Accounts, verifications of Accounts, and notices to account debtors; (d) dispose of any Collateral; (e) make, settle, and adjust all claims under and decisions with respect to Borrower’s 's policies of insurance; (f) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts and upon terms which Bank determines to be reasonable; and (g) to file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of the Collateral; and (h) to transfer the Intellectual Property Collateral without into the signature name of Borrower where Bank or a third party to the extent permitted by lawunder the California Uniform Commercial Code; provided Bank may exercise such power of attorney to sign the name of Borrower on any of the documents described in clause (g) above, Section 4.2 regardless of whether an Event of Default has occurred, including without limitation to modify, in its sole discretion, any intellectual property security agreement entered into between Borrower and Bank without first obtaining Borrower's approval of or signature to such modification by amending Exhibits A, B, and C, thereof, as appropriate, to include reference to any right, title or interest in any Copyrights, Patents or Trademarks acquired by Borrower after the execution hereof or to delete any reference to any right, title or interest in any Copyrights, Patents or Trademarks in which Borrower no longer has or claims to have any right, title or interest. The appointment of Bank as Borrower’s 's attorney in fact, and each and every one of Bank’s 's rights and powers, being coupled with an interest, is irrevocable until all of the Obligations have been fully repaid and performed and Bank’s 's obligation to provide advances Credit Extensions hereunder is terminated.

Power of Attorney. Effective only upon the occurrence and during the ---------------- continuance of an Event of Default, Default Borrower hereby irrevocably appoints Bank (and any of Bank’s 's designated officers, officers or employees) as Borrower’s 's true and lawful attorney attorney, with power to: (a) send requests for verification of Accounts or notify account debtors of Bank’s security interest in the Accounts; (b) endorse Borrower’s 's name on any checks or other forms of payment or security that may come into Bank’s 's possession; (c) sign the name of Borrower on any of the documents described in Section 4.2 (regardless of whether an Event of Default has occurred); (d) sign Borrower’s 's name on any invoice or xxxx of lading relating to any Account, drafts against account debtors, schedules and assignments of Accounts, verifications of Accounts, and notices to account debtors; (d) dispose of any Collateral; (e) make, settle, and adjust all claims under and decisions with respect to Borrower’s 's policies of insurance; and (f) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts and upon terms which Bank determines to be reasonable; and (g) file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of Borrower where permitted by law; provided Bank may exercise such power of attorney to sign the name of Borrower on any of the documents described in clause (g) above, regardless of whether an Event of Default has occurred. The appointment of Bank as Borrower’s attorney in 's attorney-in-fact, and each and every one of Bank’s 's rights and powers, being coupled with an interest, is irrevocable until all of the Obligations have been fully repaid and performed and Bank’s 's obligation to provide advances Advances hereunder is terminated.

Power of Attorney. Effective only upon the occurrence and during the continuance of an Event of Default, Borrower hereby irrevocably appoints Bank (and any of Bank’s designated officers, or employees) as Borrower’s true and lawful attorney to: (a) send requests for verification of Accounts or notify account debtors of Bank’s security interest in the Accounts; (b) endorse Borrower’s name on any checks or other forms of payment or security that may come into Bank’s possession; (c) sign Borrower’s name on any invoice or xxxx bxxx of lading relating to any Account, drafts against account debtors, schedules and assignments of Accounts, verifications of Accounts, and notices to account debtors; (d) dispose of any Collateral; (e) make, settle, and adjust all claims under and decisions with respect to Borrower’s policies of insurance; (f) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts and upon terms which Bank determines to be reasonable; and (g) file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of Borrower where permitted by lawCollateral; provided Bank may exercise such power of attorney to sign the name of Borrower on any of the documents described in clause (g) above, regardless of whether an Event of Default has occurred. The appointment of Bank as Borrower’s attorney in fact, and each and every one of Bank’s rights and powers, being coupled with an interest, is irrevocable until all of the Obligations have been fully repaid and performed and Bank’s obligation to provide advances hereunder is terminated.

Power of Attorney. Effective only upon the occurrence and during the continuance of an Event of Default, Borrower hereby irrevocably appoints Bank (and any of Bank’s designated officers, or employees) as Borrower’s true and lawful attorney to: (a) send requests for verification of Accounts or notify account debtors of Bank’s security interest in the Accounts; (b) endorse Borrower’s name on any checks or other forms of payment or security that may come into Bank’s possession; (c) sign Borrower’s name on any invoice or xxxx of lading relating to any Account, drafts against account debtors, schedules and assignments of Accounts, verifications of Accounts, and notices to account debtors; (d) dispose of any Collateral; (e) make, settle, and adjust all claims under and decisions with respect to Borrower’s policies of insurance; (f) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts and upon terms which Bank determines to be reasonable; and (g) to file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of the Collateral; and (h) to transfer the Intellectual Property Collateral without into the signature name of Borrower where Bank or a third party to the extent permitted by lawunder the California Uniform Commercial Code; provided Bank may exercise such power of attorney to sign the name of Borrower on any of the documents described in clause (g) above, Section 4.2 regardless of whether an Event of Default has occurred, including without limitation to modify, in its sole discretion, any intellectual property security agreement entered into between Borrower and Bank without first obtaining Borrower’s approval of or signature to such modification by amending Exhibits A, B, and C, thereof, as appropriate, to include reference to any right, title or interest in any Copyrights, Patents or Trademarks acquired by Borrower after the execution hereof or to delete any reference to any right, title or interest in any Copyrights, Patents or Trademarks in which Borrower no longer has or claims to have any right, title or interest. The appointment of Bank as Borrower’s attorney in fact, and each and every one of Bank’s rights and powers, being coupled with an interest, is irrevocable until all of the Obligations have been fully repaid and performed and Bank’s obligation to provide advances Credit Extensions hereunder is terminated.

Power of Attorney. Effective only upon the occurrence and during the continuance of an Event of Default, Borrower hereby irrevocably appoints Bank (and any of Bank’s designated officers, or employees) as Borrower’s true and lawful attorney to: (a) send requests for verification of Accounts or notify account debtors of Bank’s security interest in the Accounts; (b) endorse Borrower’s name on any checks or other forms of payment or security that may come into Bank’s possession; (c) sign Borrower’s name on any invoice or xxxx of lading relating to any Account, drafts against account debtors, schedules and assignments of Accounts, verifications of Accounts, and notices to account debtors; (d) dispose of any Collateral; (e) make, settle, and adjust all claims under and decisions with respect to Borrower’s policies of insurance; (f) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts and upon terms which Bank determines to be reasonable; reasonable and (g) file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of Borrower where permitted by lawCollateral; provided Bank may exercise such power of attorney to sign the name of Borrower on any of the documents described in clause (g) above, regardless of whether an Event of Default has occurred. The appointment of Bank as Borrower’s attorney in fact, and each and every one of Bank’s rights and powers, being coupled with an interest, is irrevocable until all of the Obligations have been fully repaid and performed and Bank’s obligation to provide advances hereunder is terminated.

Power of Attorney. Effective only upon the occurrence and during the continuance of an Event of Default, Borrower hereby TLC irrevocably appoints Bank (and any of Bank’s designated officers, or employees) as BorrowerTLC’s true and lawful attorney to: (a) send requests for verification of Accounts or notify account debtors of Bank’s security interest in the Accounts; (b) endorse BorrowerTLC’s name on any checks or other forms of payment or security that may come into Bank’s possession; (c) sign Borrower’s name on any invoice or xxxx of lading relating to any Account, drafts against account debtors, schedules and assignments of Accounts, verifications of Accounts, and notices to account debtors; (d) dispose of any Collateral; (e) make, settle, and adjust all claims under and decisions with respect to Borrower’s policies of insurance; (f) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts and upon terms which Bank determines to be reasonable; and (g) file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of Borrower TLC where permitted by law; provided Bank may exercise such power of attorney to sign the name of Borrower TLC on any of the documents described in clause (g) above, regardless of whether an Event of Default has occurred. The appointment of Bank as BorrowerTLC’s attorney in fact, and each and every one of Bank’s rights and powers, being coupled with an interest, is irrevocable until all of the Obligations have been fully repaid and performed and Bank’s obligation to provide advances hereunder is terminated.

Power of Attorney. Effective only upon the occurrence and during the continuance of an Event of Default, each Borrower hereby irrevocably appoints Bank (and any of Bank’s designated officers, or employees) as such Borrower’s true and lawful attorney to: (a) send requests for verification of Accounts or notify account debtors of Bank’s security interest in the Accounts; (b) endorse Borrower’s name on any checks or other forms of payment or security that may come into Bank’s possession; (c) sign Borrower’s name on any invoice or xxxx bxxx of lading relating to any Account, drafts against account debtors, schedules and assignments of Accounts, verifications of Accounts, and notices to account debtors; (d) dispose of any Collateral; (e) make, settle, and adjust all claims under and decisions with respect to Borrower’s policies of insurance; (f) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts and upon terms which Bank determines to be reasonable; and (g) to file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of the Collateral; and (h) to transfer the Intellectual Property Collateral without into the signature name of Borrower where Bank or a third party to the extent permitted by lawunder the California Uniform Commercial Code; provided Bank may exercise such power of attorney to sign the name of Borrower on any of the documents described in clause (g) above, Section 4.2 regardless of whether an Event of Default has occurred, including without limitation to modify, in its sole discretion, any intellectual property security agreement entered into between Borrower and Bank without first obtaining Borrower’s approval of or signature to such modification by amending Exhibits A, B, and C, thereof, as appropriate, to include reference to any right, title or interest in any Copyrights, Patents or Trademarks acquired by Borrower after the execution hereof or to delete any reference to any right, title or interest in any Copyrights, Patents or Trademarks in which Borrower no longer has or claims to have any right, title or interest. The appointment of Bank as each Borrower’s attorney in fact, and each and every one of Bank’s rights and powers, being coupled with an interest, is irrevocable until all of the Obligations have been fully repaid and performed and Bank’s obligation to provide advances Credit Extensions hereunder is terminated.

Power of Attorney. Effective only upon the occurrence and during the continuance of an Event of Default, Borrower hereby irrevocably appoints Bank (and any of Bank’s designated officers, or employees) as Borrower’s true and lawful attorney to: (a) send requests for verification of Accounts or notify account debtors of Bank’s security interest in the Accounts; (b) endorse Borrower’s name on any checks or other forms of payment or security that may come into Bank’s possession; (c) sign Borrower’s name on any invoice or xxxx of lading relating to any Account, drafts against account debtors, schedules and assignments of Accounts, verifications of Accounts, and notices to account debtors; (d) dispose of any Collateral; (e) make, settle, and adjust all claims under and decisions with respect to Borrower’s policies of insurance; (f) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts and upon terms which Bank determines to be reasonable; and (g) file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of Borrower where permitted by law; provided Bank may exercise such power of attorney to sign the name of Borrower on any of the documents described in clause (g) above, regardless of whether an Event of Default has occurred. The appointment of Bank as Borrower’s attorney in fact, and each and every one of Bank’s rights and powers, being coupled with an interest, is irrevocable until all of the Obligations (other than inchoate indemnity obligations and obligations that expressly survive termination) have been fully repaid and performed and Bank’s obligation to provide advances hereunder is terminated.

Power of Attorney. Effective only upon the occurrence and during the continuance of an Event of Default, Borrower each Loan Party hereby irrevocably appoints Bank (and any of Bank’s designated officers, or employees) as Borrowersuch Loan Party’s true and lawful attorney to: (a) send requests for verification of Accounts or notify account debtors of Bank’s security interest in the Accounts; (b) endorse Borrowersuch Loan Party’s name on any checks or other forms of payment or security that may come into Bank’s possession; (c) sign Borrowersuch Loan Party’s name on any invoice or xxxx of lading relating to any Account, drafts against account debtors, schedules and assignments of Accounts, verifications of Accounts, and notices to account debtors; (d) dispose of any Collateral; (e) make, settle, and adjust all claims under and decisions with respect to Borrower’s policies of insurance; (f) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts and upon terms which Bank determines to be reasonable; and (g) file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of Borrower such Loan Party where permitted by law; provided Bank may exercise such power of attorney to sign the name of Borrower such Loan Party on any of the documents described in clause (g) above, regardless of whether an Event of Default has occurred. The appointment of Bank as Borrowereach Loan Party’s attorney in fact, and each and every one of Bank’s rights and powers, being coupled with an interest, is irrevocable until all of the Obligations have been fully repaid and performed and Bank’s obligation to provide advances Advances hereunder is terminated.

Power of Attorney. Effective only upon the occurrence and during the continuance of an Event of Default, the Borrower hereby irrevocably appoints Bank Silicon (and any of Bank’s Silicon's designated officers, or employees) as the Borrower’s 's true and lawful attorney to: (a) send requests for verification of Accounts accounts or notify account debtors of Bank’s Silicon's security interest in the Accountsaccounts; (b) endorse the Borrower’s 's name on any checks or other forms of payment or security that may come into Bank’s Silicon's possession; (c) sign the Borrower’s 's name on any invoice or xxxx of lading relating to any Accountaccount, drafts against account debtors, schedules and assignments of Accountsaccounts, verifications of Accountsaccounts, and notices to account debtors; (d) dispose of any Collateral; (e) make, settle, and adjust all claims under and decisions with respect to the Borrower’s 's policies of insurance; and (fe) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts and upon terms which Bank Silicon determines to be reasonable; and (g) file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of Borrower where permitted by law; provided Bank Silicon may exercise such power of attorney to sign the name of the Borrower on any of the documents described Uniform Commercial Code filings in clause (g) above, accordance with Section 4.9 regardless of whether an Event of Default has occurred. The appointment of Bank Silicon as the Borrower’s 's attorney in fact, and each and every one of Bank’s Silicon's rights and powers, being coupled with an interest, is irrevocable until all of the Obligations have been fully repaid and performed and Bank’s Silicon's obligation to provide advances hereunder is terminated.

Power of Attorney. Effective only upon the occurrence and during the continuance of an Event of Default, Borrower hereby irrevocably appoints Bank (and any of Bank’s 's designated officers, or employees) as Borrower’s 's true and lawful attorney to: (a) send requests for verification of Accounts or notify account debtors of Bank’s 's security interest in the Accounts; (b) endorse Borrower’s 's name on any checks or other forms of payment or security that may come into Bank’s 's possession; (c) sign Borrower’s 's name on any invoice or xxxx of bill xx lading relating to any Account, drafts against account debtors, schedules and assignments of Accounts, verifications of Accounts, and notices to account debtors; (d) dispose of any Collateral; (e) make, settle, and adjust all claims under and decisions with respect to Borrower’s 's policies of insurance; (f) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts and upon terms which Bank determines to be reasonable; and (g) to modify, in its sole discretion, any intellectual property security agreement entered into between Borrower and Bank without first obtaining Borrower's approval of or signature to such modification by amending Exhibits A, B, and C, thereof, as appropriate, to include reference to any right, title or interest in any Copyrights, Patents or Trademarks acquired by Borrower after the execution hereof or to delete any reference to any right, title or interest in any Copyrights, Patents or Trademarks in which Borrower no longer has or claims to have any right, title or interest; (h) to file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of Borrower where permitted by law; and (i) to transfer the Intellectual Property Collateral into the name of Bank or a third party to the extent permitted under the California Uniform Commercial Code; provided Bank may exercise such power of attorney to sign the name of Borrower on any of the documents described in clause (g) above, regardless of whether an Event of Default has occurred. The appointment of Bank as Borrower’s attorney in fact, and each and every one of Bank’s rights and powers, being coupled with an interest, is irrevocable until all of the Obligations have been fully repaid and performed and Bank’s obligation to provide advances hereunder is terminated.Section

Power of Attorney. Effective only upon the occurrence and during the continuance of an Event of Default, Borrower hereby irrevocably appoints Bank (and any of Bank’s designated officers, or employees) as Borrower’s true and lawful attorney to: (a) send requests for verification of Accounts or notify account debtors of Bank’s security interest in the Accounts; (b) endorse Borrower’s name on any checks or other forms of payment or security that may come into Bank’s possession; (c) sign Borrower’s name on any invoice or xxxx bxxx of lading relating to any Account, drafts against account debtors, schedules and assignments of Accounts, verifications of Accounts, and notices to account debtors; (d) dispose of any Collateral; (e) make, settle, and adjust all claims under and decisions with respect to Borrower’s policies of insurance; (f) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts and upon terms which Bank determines to be reasonable; and (g) to file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of Borrower where permitted by law; provided Bank may exercise such power of attorney to sign the name of Borrower on any of the documents described in clause (g) above, regardless of whether an Event of Default has occurred. The appointment of Bank as Borrower’s attorney in fact, and each and every one of Bank’s rights and powers, being coupled with an interest, is irrevocable until all of the Obligations have been fully repaid and performed and Bank’s obligation to provide advances Credit Extensions hereunder is terminated.

Power of Attorney. Effective only upon the occurrence and during the continuance of an Event of Default, Borrower hereby irrevocably appoints Bank (and any of Bank’s designated officers, or employees) as Borrower’s true and lawful attorney to: (a) send requests for verification of Accounts or notify account debtors of Bank’s security interest in the Accounts; (b) endorse Borrower’s name on any checks or other forms of payment or security that may come into Bank’s possession; (c) sign Borrower’s name on any invoice or xxxx of lading relating to any Account, drafts against account debtors, schedules and assignments of Accounts, verifications of Accounts, and notices to account debtors; (d) dispose of any Collateral; (e) make, settle, and adjust all claims under and decisions with respect to Borrower’s policies of insurance; (f) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts and upon terms which Bank determines to be reasonable; and (g) to modify, in its sole discretion, any intellectual property security agreement entered into between Borrower and Bank without first obtaining Borrower’s approval of or signature to such modification by amending Exhibits A, B, and C, thereof, as appropriate, to include reference to any right, title or interest in any Copyrights, Patents or Trademarks acquired by Borrower after the execution hereof or to delete any reference to any right, title or interest in any Copyrights, Patents or Trademarks in which Borrower no longer has or claims to have any right, title or interest; (h) to file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of Borrower where permitted by law; and (i) to transfer the Intellectual Property Collateral into the name of Bank or a third party to the extent permitted under the California Uniform Commercial Code; provided Bank may exercise such power of attorney to sign the name of Borrower on any of the documents described in clause clauses (g), (h) above, and (i) above regardless of whether an Event of Default has occurred. The appointment of Bank as Borrower’s attorney in fact, and each and every one of Bank’s rights and powers, being coupled with an interest, is irrevocable until all of the Obligations have been fully repaid and performed and Bank’s obligation to provide advances hereunder is terminated.

Power of Attorney. Effective only Borrower hereby irrevocably appoints Bank as its lawful attorney-in-fact, exercisable upon the occurrence and during the continuance of an Event of Default, Borrower hereby irrevocably appoints Bank (and any of Bank’s designated officers, or employees) as Borrower’s true and lawful attorney to: (a) send requests for verification of Accounts or notify account debtors of Bank’s security interest in the Accounts; (b) to endorse Borrower’s name on any checks or other forms of payment or security that may come into Bank’s possessionsecurity; (c) sign Borrower’s name on any invoice or xxxx of lading relating to for any Account, Account or drafts against account debtorsAccount Debtors; settle and adjust disputes and claims about the Accounts directly with Account Debtors, schedules for amounts and assignments of Accounts, verifications of Accounts, and notices to account debtorson terms Bank determines reasonable; (d) dispose of any Collateral; (e) make, settle, and adjust all claims under and decisions with respect to Borrower’s policies of insuranceinsurance policies; (f) pay, contest or settle any Lien, charge, encumbrance, security interest, and adjust disputes and claims respecting adverse claim in or to the accounts directly with account debtorsCollateral, for amounts and upon terms which Bank determines or any judgment based thereon, or otherwise take any action to be reasonableterminate or discharge the same; and (g) file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of transfer the Collateral without the signature of Borrower where permitted by law; provided Bank may exercise such power of attorney to sign into the name of Bank or a third party as the Code permits. Borrower hereby appoints Bank as its lawful attorney-in-fact to sign Borrower’s name on any documents necessary to perfect or continue the perfection of Bank’s security interest in the documents described in clause (g) above, Collateral regardless of whether an Event of Default has occurredoccurred until all Obligations have been satisfied in full and Bank is under no further obligation to make Credit Extensions hereunder. The Bank’s foregoing appointment of Bank as Borrower’s attorney in fact, and each and every one all of Bank’s rights and powers, being coupled with an interest, is are irrevocable until all of the Obligations have been fully repaid and performed and Bank’s obligation to provide advances hereunder is terminatedCredit Extensions terminates.

Power of Attorney. Effective only upon the occurrence and during the continuance of an Event of Default, Borrower hereby irrevocably appoints Bank (and any of Bank’s 's designated officers, or employees) as Borrower’s 's true and lawful attorney to: (a) send requests for verification of Accounts or notify account debtors of Bank’s 's security interest in the Accounts; (b) endorse Borrower’s 's name on any checks or other forms of payment or security that may come into Bank’s 's possession; (c) sign Borrower’s 's name on any invoice or xxxx of bill xx lading relating to any Account, drafts against account debtors, schedules and assignments of Accounts, verifications of Accounts, and notices to account debtors; (d) dispose of any Collateral; (e) make, settle, and adjust all claims under and decisions with respect to Borrower’s 's policies of insurance; (f) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts and upon terms which Bank determines to be reasonable; and (g) to modify, in its sole discretion, any intellectual property security agreement entered into between Borrower and Bank without first obtaining Borrower's approval of or signature to such modification by amending Exhibits A, B, and C, thereof, as appropriate, to include reference to any right, title or interest in any Copyrights, Patents or Trademarks acquired by Borrower after the execution hereof or to delete any reference to any right, title or interest in any Copyrights, Patents or Trademarks in which Borrower no longer has or claims to have any right, title or interest; (h) to file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of Borrower where permitted by law; and (i) to transfer the Intellectual Property Collateral into the name of Bank or a third party to the extent permitted under the California Uniform Commercial Code; provided Bank may exercise such power of attorney to sign the name of Borrower on any of the documents described in clause (g) above, Section 4.2 regardless of whether an Event of Default has occurredoccurred if Borrower has not done so within 10 days of Bank's request. The appointment of Bank as Borrower’s 's attorney in fact, and each and every one of Bank’s 's rights and powers, being coupled with an interest, is irrevocable until all of the Obligations have been fully repaid and performed and Bank’s 's obligation to provide advances hereunder is terminated.

Power of Attorney. Effective only upon the occurrence and during the continuance of an Event of Default, Borrower each Loan Party hereby irrevocably appoints Bank (and any of Bank’s 's designated officers, or employees) as Borrower’s such Loan Party's true and lawful attorney to: (a) send requests for verification of Accounts or notify account debtors Account Debtors of Bank’s 's security interest in the Accounts; (b) endorse Borrower’s such Loan Party's name on any checks or other forms of payment or security that may come into Bank’s 's possession, cash or deposit such checks or other items of payment or security, and apply to the Obligations all proceeds of such checks or other items; (c) sign Borrower’s such Loan Party's name on any invoice or xxxx bill of lading relating to any Account, drafts against account debtors, schedules and assignments of Accounts, verifications of Accounts, and notices to account debtors; (d) dispose of any Collateral; (e) make, settle, and adjust all claims under and decisions with respect to Borrower’s such Loan Party's policies of insurance; (f) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts and upon terms which Bank determines to be reasonable; and (g) file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of Borrower such Loan Party where permitted by law; provided Bank may exercise such power of attorney to sign the name of Borrower such Loan Party on any of the documents described in clause (g) above, regardless of whether an Event of Default has occurred. The appointment of Bank as Borrower’s each Loan Party's attorney in fact, and each and every one of Bank’s 's rights and powers, being coupled with an interest, is irrevocable until all of the Obligations have been fully repaid and performed Paid in Full and Bank’s 's obligation to provide advances Credit Extensions hereunder is terminatedterminated (it being understood that any such Obligations will continue to be effective or automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Obligations is rescinded or must otherwise be restored or returned by Bank for any reason, including as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, as though such payment had not been made, it being further understood that in the event payment of all or any part of the Obligations is rescinded or must be restored or returned, all reasonably out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees and disbursements) incurred by Bank in defending and enforcing such reinstatement shall be deemed to be included as part of the Obligations)).

Power of Attorney. Effective only upon the occurrence and during the continuance of an Event of Default, Borrower hereby irrevocably appoints Bank (and any of Bank’s 's designated officers, or employees) as Borrower’s 's true and lawful attorney to: (a) send requests for verification of Accounts or notify account debtors of Bank’s 's security interest in the Accounts; (b) endorse Borrower’s 's name on any checks or other forms of payment or security that may come into Bank’s 's possession; (c) sign Borrower’s 's name on any invoice or xxxx of lading relating to any Account, drafts against account debtors, schedules and assignments of Accounts, verifications of Accounts, and notices to account debtors; (d) dispose of any Collateral; (e) make, settle, and adjust all claims under and decisions with respect to Borrower’s 's policies of insurance; (f) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts and upon terms which Bank determines to be reasonable; and (g) to modify, in its sole discretion, any intellectual property security agreement entered into between Borrower and Bank without first obtaining Borrower's approval of or signature to such modification by amending Exhibits A, B, and C, thereof, as appropriate, to include reference to any right, title or interest in any Copyrights, Patents or Trademarks acquired by Borrower after the execution hereof or to delete any reference to any right, title or interest in any Copyrights, Patents or Trademarks in which Borrower no longer has or claims to have any right, title or interest; (h) to file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of Borrower where permitted by law; and (i) to transfer the Intellectual Property Collateral into the name of Bank or a third party to the extent permitted under the California Uniform Commercial Code; provided Bank may exercise such power of attorney to sign the name of Borrower on any of the documents described in clause clauses (g), (h) above, and (i) above regardless of whether an Event of Default has occurred. The appointment of Bank as Borrower’s 's attorney in fact, and each and every one of Bank’s 's rights and powers, being coupled with an interest, is irrevocable until all of the Obligations have been fully repaid and performed and Bank’s 's obligation to provide advances hereunder is terminated.

Power of Attorney. Effective only upon the occurrence and during the continuance of an Event of Default, Borrower hereby irrevocably appoints Bank (and any of Bank’s designated officers, agents or employees) as Borrower’s true and lawful attorney attorney, with full power of substitution, to: (a) send requests for verification of Accounts or notify account debtors of Bank’s security interest and Liens in the Accounts, Inventory and other Collateral; (b) endorse Borrower’s name on any checks or other forms of payment or security that may come into Bank’s possession; (c) sign Borrower’s name on any invoice or xxxx of lading relating to any Account, drafts against account debtors, schedules and assignments of Accounts, verifications of Accounts, and notices to account debtors; (d) dispose of any Collateral; (e) make, settle, and adjust all claims under and decisions with respect to Borrower’s policies of insurance; (f) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts and upon terms which Bank determines to be reasonable; and (g) transfer all or any part of the Collateral into the name of Bank or a third party to the extent permitted under the Code; (h) file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of Borrower where permitted by law; (i) execute and do all such assurances, acts and things which Borrower is required, but fails to do under the covenants and provisions of the Loan Documents; (j) to take any and all such actions as Bank may reasonably determine to be necessary or advisable for the purpose of maintaining, preserving or protecting the Collateral or any of the rights, remedies, powers or privileges of Bank under this Agreement or the other Loan Documents; and (k) sign Borrower’s name on any documents or Security Instruments necessary to perfect or continue the perfection of, or maintain the priority of, Bank’s security interest in the Collateral; provided Bank may exercise such power of attorney to sign the name of Borrower on any of the documents documents, and take any of the actions, described in clause clauses (gh) through (k) above, regardless of whether an Event of Default has occurredoccurred or is continuing. The appointment of Bank as Borrower’s attorney in fact, and each and every one of Bank’s rights and powers, being coupled with an interest, is irrevocable until all of the Obligations (other than inchoate indemnity obligations as to which no claim has been asserted or is known to exist) have been fully repaid and performed and all of Bank’s obligation obligations to provide advances hereunder is Credit Extensions or other financial accommodations to Borrower under this Agreement or any of the other Loan Documents shall have terminated.

Power of Attorney. Effective only upon the occurrence and during the continuance existence of an Event of Default, Borrower hereby irrevocably appoints Bank Lender (and any of BankLender’s designated officers, officers or employees) as Borrower’s true and lawful attorney to: (a) send requests for verification of Accounts or notify account debtors of BankLender’s security interest in the Accounts; (b) endorse Borrower’s name on any checks or other forms of payment or security that may come into BankLender’s possession; (c) sign Borrower’s name on any invoice or xxxx bxxx of lading relating to any Account, drafts against account debtors, schedules and assignments of Accounts, verifications of Accounts, Accounts and notices to account debtors; (d) dispose of any Collateral; (e) make, settle, settle and adjust all claims under and decisions with respect to Borrower’s policies of insurance; (f) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts and upon terms which Bank Lender determines to be reasonable; and (g) to amend or otherwise modify, in its sole discretion, the IP Security Agreement, without first obtaining Borrower’s approval of or signature to such amendment or modification; (h) to transfer the Intellectual Property into the name of Lender or a third party to the extent permitted under the Code; and (i) to file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of Borrower where permitted by lawCollateral; provided Bank that Lender may exercise such power of attorney to sign the name of Borrower on any of the documents described in clause (g) above, Section 4.2 regardless of whether an Event of Default has occurred. The appointment of Bank Lender as Borrower’s attorney in attorney-in-fact, and each and every one of BankLender’s rights and powers, being coupled with an interest, is irrevocable until all of the Obligations have been fully repaid satisfied and performed and Bank’s obligation to provide advances hereunder is terminatedperformed.

Power of Attorney. Effective only upon the occurrence and during the continuance of an Event of Default, Borrower hereby irrevocably appoints Bank (and any each of Bank’s designated officers, or employees) as Borrower’s true and lawful attorney to: (a) send requests for verification of Accounts or notify account debtors of Bank’s security interest in the Accounts; (b) endorse Borrower’s name on any checks or other forms of payment or security that may come into Bank’s possession; (c) sign Borrower’s name on any invoice or xxxx of lading relating to any Account, drafts against account debtors, schedules and assignments of Accounts, verifications of Accounts, and notices to account debtors; (d) dispose of any Collateral; (e) make, settle, and adjust all claims under and decisions with respect to Borrower’s policies of insurance; (f) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts and upon terms which Bank determines to be reasonable; and (g) transfer all or any part of the Collateral into the name of Bank or a third party to the extent permitted under the Code; (h) file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of Borrower where permitted by law; (i) after consultation with Borrower, execute and do all such assurances, acts and things which Borrower is required, but fails to do under the covenants and provisions of the Loan Documents; (j) take any and all such actions as Bank may reasonably determine to be necessary or advisable for the purpose of maintaining, preserving or protecting the Collateral or any of the rights, remedies, powers or privileges of Bank under this Agreement or the other Loan Documents; and (k) to sign Borrower’s name on any documents or Security Instruments necessary to perfect or continue the perfection of, or maintain the priority of, Bank’s security interest in the Collateral; provided Bank may exercise such power of attorney to sign the name of Borrower on take any of the documents actions described in clause clauses (gh) through (k) above, regardless of whether an Event of Default has occurredoccurred or is continuing. The appointment of Bank as Borrower’s attorney in fact, and each and every one of Bank’s rights and powers, being coupled with an interest, is irrevocable until all of the Obligations have been fully repaid and performed and all of Bank’s obligation obligations to provide advances hereunder is Credit Extensions or other financial accommodations to Borrower under this Agreement or any of the other Loan Documents shall have terminated.

Power of Attorney. Effective only upon the occurrence and during the continuance of an Event of Default, Borrower hereby irrevocably appoints Bank (and any of Bank’s designated officers, or employees) as Borrower’s true and lawful attorney to: (a) send requests for verification of Accounts or notify account debtors of Bank’s security interest in the Accounts; (b) endorse Borrower’s name on any checks or other forms of payment or security that may come into Bank’s possession; (c) sign Borrower’s name on any invoice or xxxx bxxx of lading relating to any Account, drafts against account debtors, schedules and assignments of Accounts, verifications of Accounts, and notices to account debtors; (d) dispose of any Collateral; (e) make, settle, and adjust all claims under and decisions with respect to Borrower’s policies of insurance; (f) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts and upon terms which Bank determines to be reasonable; and (g) file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of Borrower where permitted by lawCollateral; provided Bank may exercise such power of attorney to sign the name of Borrower on any of the documents described in clause (g) above, regardless of whether an Event of Default has occurred. The appointment of Bank as Borrower’s attorney in fact, and each and every one of Bank’s rights and powers, being coupled with an interest, is irrevocable until all of the Obligations (other than inchoate indemnity obligations) have been fully repaid and performed and Bank’s obligation to provide advances hereunder is terminated.

Power of Attorney. Effective only upon the occurrence and during the continuance of an Event of Default, Borrower Each Loan Party hereby irrevocably appoints Bank Agent (and any of BankAgent’s designated officers, or employees) as Borrower’s its true and lawful attorney to: (a) in consultation with Borrower, send requests for verification of Accounts or notify account debtors of BankAgent’s security interest in the Accounts; (b) endorse Borrower’s such Loan Party’s, as applicable, name on any checks or other forms of payment or security that may come into BankAgent’s possession; ; (ca) sign Borrowersuch Loan Party’s name name, as applicable, on any invoice or xxxx bxxx of lading relating to any Account, drafts against account debtors, schedules and assignments of Accounts, verifications of Accounts, and notices to account debtors; (d) dispose of any Collateral; (e) make, settle, and adjust all claims under and decisions with respect to Borrowerany Loan Party’s policies of insurance; (f) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts and upon terms which Bank Agent determines to be reasonable; and (g) file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of Borrower where permitted by lawany Loan Party; provided Bank Agent may exercise such power of attorney to sign the name of Borrower any Loan Party, as applicable, on any of the documents described in clause (g) above, regardless of whether an Event of Default has occurred. The appointment of Bank Agent as Borrowereach Loan Party’s attorney in fact, and each and every one of BankAgent’s rights and powers, being coupled with an interest, is irrevocable until all of the Obligations (other than inchoate indemnification or reimbursement obligations or other obligations which, by their terms, survive termination of this Agreement) have been fully repaid and performed and BankAgent’s and each Lender’s obligation to provide advances Advances hereunder is terminated.

Power of Attorney. Effective only upon the occurrence and during the continuance of an Event of Default, Borrower hereby irrevocably appoints Bank (and any of Bank’s designated officers, or employees) as Borrower’s true and lawful attorney to: (a) send requests for verification of Accounts or notify account debtors of Bank’s security interest in the Accounts; (b) endorse Borrower’s name on any checks or other forms of payment or security that may come into Bank’s possession; (c) sign Borrower’s name on any invoice or xxxx bxxx of lading relating to any Account, drafts against account debtors, schedules and assignments of Accounts, verifications of Accounts, and notices to account debtors; (d) dispose of any Collateral; (e) make, settle, and adjust all claims under and decisions with respect to Borrower’s policies of insurance; (f) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts and upon terms which Bank determines to be reasonable; and (g) to file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of Borrower where permitted by law; and (h) to transfer the Intellectual Property Collateral into the name of Bank or a third party to the extent permitted under the Code; provided Bank may exercise such power of attorney to sign the name of Borrower on any of the documents described in clause (g) above, Section 4.2 regardless of whether an Event of Default has occurred. The appointment of Bank as Borrower’s attorney in fact, and each and every one of Bank’s rights and powers, being coupled with an interest, is irrevocable until all of the Obligations have been fully repaid and performed and Bank’s obligation to provide advances Credit Extensions hereunder is terminated.

Power of Attorney. Effective only upon the occurrence and during the continuance of an Event of Default, Borrower hereby irrevocably appoints Bank (and any of Bank’s designated officers, or employees) as Borrower’s true and lawful attorney to: (a) send requests for verification of Accounts or notify account debtors of Bank’s security interest in the Accounts; (b) endorse Borrower’s name on any checks or other forms of payment or security that may come into Bank’s possession; (c) sign Borrower’s name on any invoice or xxxx of lading relating to any Account, drafts against account debtors, schedules and assignments of Accounts, verifications of Accounts, and notices to account debtors; (d) dispose of any Collateral; (e) make, settle, and adjust all claims under and decisions with respect to Borrower’s policies of insurance; (f) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts and upon terms which Bank determines to be reasonable; and (g) to file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of Borrower where permitted by law; provided Bank may exercise such power of attorney to sign the name of Borrower on any of the documents described in clause (g) above, regardless of whether an Event of Default has occurredCollateral. The appointment of Bank as Borrower’s attorney in fact, and each and every one of Bank’s rights and powers, being coupled with an interest, is irrevocable until all of the Obligations have been fully repaid and performed (other than contingent indemnification Obligations to the extent no claim giving rise thereto has been asserted) and Bank’s obligation to provide advances Credit Extensions hereunder is terminated.

Power of Attorney. Effective only upon Upon the occurrence and during the continuance continuation of an Event of Default, Borrower hereby irrevocably makes, constitutes, and appoints Bank Lender (and any of BankLender’s designated officers, employees, or employeesagents designated by Lender) as Borrower’s true and lawful attorney to: attorney, with power to (a) send requests for verification if Borrower refuses to, or fails timely to execute and deliver any of Accounts or notify account debtors the documents described in Section 7.4, sign the name of Bank’s security interest Borrower on any of the documents described in the Accounts; Section 7.4, (b) endorse Borrower’s name on any checks or other forms of payment or security that may come into Bank’s possession; (c) ), sign Borrower’s name on any invoice or xxxx of lading relating to any AccountBorrower Collateral, drafts against account debtorsAccount Debtors, schedules and assignments or notices to Account Debtors, (c) send requests (or make telephone inquiry) for verification of Borrower’s Accounts, verifications of Accounts, and notices to account debtors; (d) dispose endorse Borrower’s name on any of any Collateral; its payment items (including all of its Collections) that may come into Lender’s possession, (e) make, settle, and adjust all claims under Borrower’s policies of insurance and make all determinations and decisions with respect to Borrower’s such policies of insurance; , and (f) settle and adjust disputes and claims respecting the accounts Borrower’s Accounts, chattel paper, or General Intangibles directly with account debtorsAccount Debtors, for amounts and upon terms which Bank that Lender determines to be reasonable; and (g) file, in its sole Lender’s discretion, one or more financing or continuation statements and amendments thereto, relative Lender may cause to be executed and delivered any of the Collateral without the signature of Borrower where permitted by law; provided Bank may exercise such power of attorney documents and releases that Lender determines to sign the name of Borrower on any of the documents described in clause (g) above, regardless of whether an Event of Default has occurredbe necessary. The appointment of Bank Lender as Borrower’s attorney in factupon the occurrence and during the continuation of an Event of Default, and each and every one of Bank’s its rights and powers, being coupled with an interest, is irrevocable until all of the Obligations have been fully and finally repaid and performed and BankLender’s obligation obligations to provide advances extend credit hereunder is are terminated.

Power of Attorney. Effective only Borrower hereby irrevocably appoints Bank as its lawful attorney-in-fact, exercisable upon the occurrence and during the continuance continuation of an Event of Default, Borrower hereby irrevocably appoints Bank (and any of Bank’s designated officers, or employees) as Borrower’s true and lawful attorney to: (a) send requests for verification of Accounts or notify account debtors of Bank’s security interest in the Accounts; (b) endorse Borrower’s name on any checks checks, payment instruments, or other forms of payment or security that may come into Bank’s possessionsecurity; (cb) sign Borrower’s name on any invoice or xxxx of lading relating for any Account or drafts against Account Debtors; (c) demand, collect, xxx, and give releases to any AccountAccount Debtor for monies due, drafts against account debtors, schedules settle and assignments of Accounts, verifications of Accountsadjust disputes and claims about the Accounts directly with Account Debtors, and notices to account debtorscompromise, prosecute, or defend any action, claim, case, or proceeding about any Collateral (including filing a claim or voting a claim in any bankruptcy case in Bank’s or Borrower’s name, as Bank chooses); (d) dispose of any Collateral; (e) make, settle, and adjust all claims under and decisions with respect to Borrower’s policies of insuranceinsurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, or other claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts and upon terms which Bank determines to be reasonable; and (g) file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of transfer the Collateral without the signature of Borrower where permitted by law; provided Bank may exercise such power of attorney to sign into the name of Bank or a third party as the Code permits. Borrower hereby appoints Bank as its lawful attorney-in-fact to sign Borrower’s name on any documents necessary to perfect or continue the perfection of Bank’s security interest in the documents described in clause (g) above, Collateral regardless of whether an Event of Default has occurredoccurred until all Obligations have been satisfied in full and the Loan Documents have been terminated. The Bank’s foregoing appointment of Bank as Borrower’s attorney in fact, and each and every one all of Bank’s rights and powers, being coupled with an interest, is are irrevocable until all of the Obligations have been fully repaid and performed and Bank’s obligation to provide advances hereunder is the Loan Documents have been terminated.

Power of Attorney. Effective only upon the occurrence and during the continuance of an Event of Default, each Borrower hereby irrevocably appoints Bank (and any of Bank’s designated officers, or employees) as such Borrower’s true and lawful attorney to: (a) send requests for verification of Accounts or notify account debtors of Bank’s security interest in the Accounts; (b) endorse such Borrower’s name on any checks or other forms of payment or security that may come into Bank’s possession; (c) sign such Borrower’s name on any invoice or xxxx of lading relating to any Account, drafts against account debtors, schedules and assignments of Accounts, verifications of Accounts, and notices to account debtors; (d) dispose of any Collateral; (e) make, settle, and adjust all claims under and decisions with respect to such Borrower’s policies of insurance; (f) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts and upon terms which Bank determines to be reasonable; and (g) to file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of Borrower where permitted by law; provided Bank may exercise such power of attorney to sign the name of Borrower on any of the documents described in clause (g) above, regardless of whether an Event of Default has occurredCollateral. The appointment of Bank as each Borrower’s attorney in fact, and each and every one of Bank’s rights and powers, being coupled with an interest, is irrevocable until (x) such Event of Default is waived by Bank or (y) all of the Obligations have been fully repaid and performed and Bank’s obligation to provide advances Credit Extensions hereunder is terminated.

Power of Attorney. Effective only upon the occurrence and during the continuance of an Event of Default, Borrower hereby irrevocably appoints Bank (and any of Bank’s designated officers, or employees) as Borrower’s true and lawful attorney to: (a) send requests for verification of Accounts or notify account debtors of Bank’s security interest in the Accounts; (b) endorse Borrower’s name on any checks or other forms of payment or security that may come into Bank’s possession; (c) sign Borrower’s name on any invoice or xxxx of lading relating to any Account, drafts against account debtors, schedules and assignments of Accounts, verifications of Accounts, and notices to account debtors; (d) dispose of any Collateral; (e) make, settle, and adjust all claims under and decisions with respect to Borrower’s policies of insurance; (f) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts and upon terms which Bank determines to be reasonable; and (g) file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of Borrower where permitted by lawCollateral; provided Bank may exercise such power of attorney to sign the name of Borrower on any of the documents described in clause (g) above, regardless of whether an Event of Default has occurred. The appointment of Bank as Borrower’s attorney in fact, and each and every one of Bank’s rights and powers, being coupled with an interest, is irrevocable until all of the Obligations (other than inchoate indemnification or reimbursement obligations) have been fully repaid and performed and Bank’s obligation to provide advances hereunder is terminated.

Power of Attorney. Effective only Grantor irrevocably appoints Bank (and any of Bank's designated officers or employees) as Grantor's true and lawful attorney to, upon the occurrence and during the continuance of an Event of Default, Borrower hereby irrevocably appoints Bank (and any of Bank’s designated officers, or employees) as Borrower’s true and lawful attorney to: (a) send requests for verification of Accounts or notify account debtors of Bank’s 's security interest in the Accounts; (b) endorse Borrower’s Grantor's name on any checks or other forms of payment or security that may come into Bank’s 's possession; (c) sign Borrower’s Grantor's name on any invoice or xxxx of lading relating to any Account, drafts against account debtors, schedules and assignments of Accounts, verifications of Accounts, and notices to account debtors; (d) dispose of any Collateral; (e) make, settle, and adjust all claims under and decisions with respect to Borrower’s Grantor's policies of insurance; and (f) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts and upon terms which Bank determines to be reasonable; and (g) file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of Borrower where permitted by law; provided Bank may exercise such power of attorney to sign the name of Borrower Grantor on any of the documents described in clause (g) above, Section 4.2 regardless of whether an Event of Default has occurred. The appointment of Bank as Borrower’s Grantor's attorney in fact, and each and every one of Bank’s 's rights and powers, being coupled with an interest, is irrevocable until all of the Obligations (other than contingent obligations in respect of indemnities) have been fully repaid and performed and Bank’s 's obligation to provide advances hereunder is terminated.

Power of Attorney. Effective only upon the occurrence and during the continuance of an Event of Default, Borrower hereby irrevocably appoints Bank (and any of Bank’s 's designated officers, or employees) as Borrower’s 's true and lawful attorney to: (a) send requests for verification of Accounts or notify account debtors Account Debtors of Bank’s 's security interest in the Accounts; (b) endorse Borrower’s 's name on any checks or other forms of payment or security that may come into Bank’s 's possession; (c) sign Borrower’s 's name on any invoice or xxxx of bill xx lading relating to any Account, drafts against account debtorsAccount Debtors, schedules and assignments of Accounts, verifications of Accounts, and notices to account debtorsAccount Debtors; (d) dispose of any Collateral; (e) make, settle, and adjust all claims under and decisions with respect to Borrower’s 's policies of insurance; (fe) settle and adjust disputes and claims respecting the accounts Accounts directly with account debtorsAccount Debtors, for amounts and upon terms which Bank determines to be reasonable; and (gf) to file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of Borrower where permitted by law; and (g) to transfer any intellectual property Collateral into the name of Bank or a third party to the extent permitted under the California Uniform Commercial Code, provided Bank may exercise such power of attorney to sign the name of Borrower on any of the documents described in clause (g) above, Section 4.2 regardless of whether an Event of Default has occurred. The appointment of Bank as Borrower’s 's attorney in fact, and each and every one of Bank’s 's rights and powers, being coupled with an interest, is irrevocable until all of the Obligations have Indebtedness has been fully repaid and performed and Bank’s 's obligation to provide advances Advances hereunder is terminated.

Power of Attorney. Effective only upon the occurrence and during the continuance of an Event of Default, Borrower Borrowers hereby irrevocably appoints appoint Bank (and any of Bank’s designated officers, or employees) as each Borrower’s true and lawful attorney to: (a) send requests for verification of Accounts or notify account debtors of Bank’s security interest in the Accounts; (b) endorse each Borrower’s name on any checks or other forms of payment or security that may come into Bank’s possession; (c) sign each Borrower’s name on any invoice or xxxx of lading relating to any Account, drafts against account debtors, schedules and assignments of Accounts, verifications of Accounts, and notices to account debtors; (d) dispose of any Collateral; (e) make, settle, and adjust all claims under and decisions with respect to a Borrower’s policies of insurance; (f) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts and upon terms which Bank determines to be reasonable; and (g) file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of Borrower where permitted by lawCollateral; provided Bank may exercise such power of attorney to sign the name of a Borrower on any of the documents described in clause clauses (g) above, regardless of whether an Event of Default has occurred. The appointment of Bank as each Borrower’s attorney in fact, and each and every one of Bank’s rights and powers, being coupled with an interest, is irrevocable until all of the Obligations have been fully repaid and performed and Bank’s obligation to provide advances hereunder is terminated.

Power of Attorney. Effective only upon the occurrence and during the continuance of an Event of Default, Borrower hereby irrevocably appoints Bank (and any of Bank’s designated officers, officers or employees) as Borrower’s true and lawful attorney to: (a) send requests for verification of Accounts or notify account debtors of Bank’s security interest in the Accounts; (b) endorse Borrower’s name on any checks or other forms of payment or security that may come into Bank’s possession; (c) sign Borrower’s name on any invoice or xxxx of lading relating to any Account, drafts against account debtors, schedules and assignments of Accounts, verifications of Accounts, Accounts and notices to account debtors; (d) dispose of any Collateral; (e) make, settle, settle and adjust all claims under and decisions with respect to Borrower’s policies of insurance; (f) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts and upon terms which Bank determines to be reasonable; and (g) file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of Borrower where permitted by lawCollateral; provided that Bank may exercise such power of attorney to sign the name of Borrower on any of the documents described in clause (g) above, regardless of whether an Event of Default has occurred. The appointment of Bank as Borrower’s attorney in fact, and each and every one of Bank’s rights and powers, being coupled with an interest, is irrevocable until all of the Obligations (other than inchoate indemnity obligations) have been fully repaid and performed and Bank’s obligation to provide advances hereunder is terminated.

Power of Attorney. Effective only upon the occurrence and during the continuance of an Event of Default, Borrower hereby irrevocably appoints Bank (and any of Bank’s designated officers, or employees) as Borrower’s true and lawful attorney to: (a) send requests for verification of Accounts or notify account debtors of Bank’s security interest in the Accounts; (b) endorse Borrower’s name on any checks or other forms of payment or security that may come into Bank’s possession; (c) sign Borrower’s name on any invoice or xxxx bxxx of lading relating to any Account, drafts against account debtors, schedules and assignments of Accounts, verifications of Accounts, and notices to account debtors; (d) dispose of any Collateral; (e) make, settle, and adjust all claims under and decisions with respect to Borrower’s policies of insurance; (f) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts and upon terms which Bank determines to be reasonable; and (g) file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of Borrower where permitted by law; provided Bank may exercise such power of attorney to sign the name of Borrower on any of the documents described in clause (g) above, regardless of whether an Event of Default has occurred. The appointment of Bank as Borrower’s attorney in fact, and each and every one of Bank’s rights and powers, being coupled with an interest, is irrevocable until all of the Obligations have been fully repaid and performed and Bank’s obligation to provide advances hereunder is terminated.

Power of Attorney. Effective only upon the occurrence and during the continuance of an Event of Default, Borrower hereby irrevocably appoints Bank (and any of Bank’s designated officers, or employees) as Borrower’s true and lawful attorney to: (a) send requests for verification of Accounts or notify account debtors of Bank’s security interest in the Accounts; (b) endorse Borrower’s name on any checks or other forms of payment or security that may come into Bank’s possession; (c) sign Borrower’s name on any invoice or xxxx of lading relating to any Account, drafts against account debtors, schedules and assignments of Accounts, verifications of Accounts, and notices to account debtors; (d) dispose of any Collateral; (e) make, settle, and adjust all claims under and decisions with respect to Borrower’s policies of insurance; (f) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts and upon terms which Bank determines to be reasonable; and (g) to file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of Borrower where permitted by law; provided Bank may exercise such power of attorney to sign the name of Borrower on any of the documents described in clause (g) above, above regardless of whether an Event of Default has occurred. The appointment of Bank as Borrower’s attorney in fact, and each and every one of Bank’s rights and powers, being coupled with an interest, is irrevocable until all of the Obligations have been fully repaid and performed and Bank’s obligation to provide advances hereunder is terminated.

Power of Attorney. Effective only upon the occurrence and during the continuance of an Event of Default, Borrower hereby irrevocably appoints Bank (and any of Bank’s 's designated officers, or employees) as Borrower’s 's true and lawful attorney to: (a) send requests for verification of Accounts or notify account debtors of Bank’s 's security interest in the Accounts; (b) endorse Borrower’s 's name on any checks or other forms of payment or security that may come into Bank’s 's possession; (c) sign Borrower’s 's name on any invoice or xxxx bxxx of lading relating to any Account, drafts against account debtors, schedules and assignments of Accounts, verifications of Accounts, and notices to account debtors; (d) dispose of any Collateral; (e) make, settle, and adjust all claims under and decisions with respect to Borrower’s 's policies of insurance; (f) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts and upon terms which Bank determines to be reasonable; and (g) to file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of Borrower where permitted by law; provided Bank may exercise such power of attorney to sign the name of Borrower on any of the documents described in clause (g) above, regardless of whether an Event of Default has occurredCollateral. The appointment of Bank as Borrower’s 's attorney in fact, and each and every one of Bank’s 's rights and powers, being coupled with an interest, is irrevocable until all of the Obligations (other than inchoate indemnification or reimbursement obligations) have been fully repaid and performed and Bank’s 's obligation to provide advances Credit Extensions hereunder is terminated.

Power of Attorney. Effective only upon the occurrence and during the continuance of an Event of Default, Borrower hereby irrevocably appoints Bank (and any of Bank’s designated officers, or employees) as Borrower’s true and lawful attorney to: (a) send requests for verification of Accounts or notify account debtors of Bank’s security interest in the Accounts; (b) endorse Borrower’s name on any checks or other forms of payment or security that that 17. may come into Bank’s possession; (c) sign Borrower’s name on any invoice or xxxx of lading relating to any Account, drafts against account debtors, schedules and assignments of Accounts, verifications of Accounts, and notices to account debtors; (d) dispose of any Collateral; (e) make, settle, and adjust all claims under and decisions with respect to Borrower’s policies of insurance; (f) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts and upon terms which Bank determines to be reasonable; and (g) file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of Borrower where permitted by lawCollateral; provided Bank may exercise such power of attorney to sign the name of Borrower on any of the documents described in clause (g) above, regardless of whether an Event of Default has occurred. The appointment of Bank as Borrower’s attorney in fact, and each and every one of Bank’s rights and powers, being coupled with an interest, is irrevocable until all of the Obligations have been fully repaid and performed and Bank’s obligation to provide advances hereunder is terminated.

Power of Attorney. Effective only upon the occurrence and during the continuance of an Event of Default, Borrower hereby irrevocably appoints Bank (and any of Bank’s designated officers, or employees) as Borrower’s true and lawful attorney to: (a) send requests for verification of Accounts or notify account debtors of Bank’s security interest in the Accounts; (b) endorse Borrower’s name on any checks or other forms of payment or security that may come into Bank’s possession; (c) sign Borrower’s name on any invoice or xxxx of lading relating to any Account, drafts against account debtors, schedules and assignments of Accounts, verifications of Accounts, and notices to account debtors; (d) dispose of any Collateral; (e) make, settle, and adjust all claims under and decisions with respect to Borrower’s policies of insurance; (f) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts and upon terms which Bank determines to be reasonable; and (g) file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of Borrower where permitted by lawCollateral; provided Bank may exercise such power of attorney to sign the name of Borrower on any of the documents described in clause (gh) above, regardless of whether an Event of Default has occurred. The appointment of Bank as Borrower’s attorney in fact, and each and every one of Bank’s rights and powers, being coupled with an interest, is irrevocable until all of the Obligations have been fully repaid and performed and Bank’s obligation to provide advances hereunder is terminatedPayment in Full.

Power of Attorney. Effective only upon Borrower hereby irrevocably appoints Bank as its lawful attorney-in-fact, exercisable following the occurrence and during the continuance of an Event of Default, Borrower hereby irrevocably appoints Bank (and any of Bank’s designated officers, or employees) as Borrower’s true and lawful attorney to: (a) send requests for verification of Accounts or notify account debtors of Bank’s security interest in the Accounts; (b) endorse Borrower’s name on any checks checks, payment instruments, or other forms of payment or security that may come into Bank’s possessionsecurity; (cb) sign Borrower’s name on any invoice or xxxx bxxx of lading relating for any Account or drafts against Account Debtors; (c) demand, collect, sxx, and give releases to any AccountAccount Debtor for monies due, drafts against account debtors, schedules settle and assignments of Accounts, verifications of Accountsadjust disputes and claims about the Accounts directly with Account Debtors, and notices to account debtorscompromise, prosecute, or defend any action, claim, case, or proceeding about any Collateral (including filing a claim or voting a claim in any bankruptcy case in Bank’s or Borrower’s name, as Bank chooses); (d) dispose of any Collateral; (e) make, settle, and adjust all claims under and decisions with respect to Borrower’s policies of insuranceinsurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, or other claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts and upon terms which Bank determines to be reasonable; and (g) file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of transfer the Collateral without the signature of Borrower where permitted by law; provided Bank may exercise such power of attorney to sign into the name of Bank or a third party as the Code permits. Borrower hereby appoints Bank as its lawful attorney-in-fact to sign Borrower’s name on any documents necessary to perfect or continue the perfection of Bank’s security interest in the documents described in clause (g) above, Collateral regardless of whether an Event of Default has occurredoccurred until all Obligations have been satisfied in full and the Loan Documents have been terminated. The Bank’s foregoing appointment of Bank as Borrower’s attorney in fact, and each and every one all of Bank’s rights and powers, being coupled with an interest, is are irrevocable until all of the Obligations have been fully repaid and performed and Bank’s obligation to provide advances hereunder is the Loan Documents have been terminated.

Power of Attorney. Effective only upon the occurrence and during the continuance of an Event of Default, Borrower hereby irrevocably appoints Bank (and any of Bank’s designated officers, or employees) as Borrower’s true and lawful attorney to: (a) send requests for verification of Accounts or notify account debtors of Bank’s security interest in the Accounts; (b) endorse Borrower’s name on any checks or other forms of payment or security that may come into Bank’s possession; (c) sign Borrower’s name on any invoice or xxxx of lading relating to any Account, drafts against account debtors, schedules and assignments of Accounts, verifications of Accounts, and notices to account debtors; (d) dispose of any Collateral; (e) make, settle, and adjust all claims under and decisions with respect to Borrower’s policies of insurance; (f) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts and upon terms which Bank determines to be reasonable; and (g) file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of Borrower where permitted by law; provided Bank may exercise such power of attorney to sign the name of Borrower on any of the documents described in clause (g) above, in accordance with the security interest in the Collateral granted hereunder, regardless of whether an Event of Default has occurred. The appointment of Bank as Borrower’s attorney in fact, and each and every one of Bank’s rights and powers, being coupled with an interest, is irrevocable until all of the Obligations have been fully repaid and performed and Bank’s obligation to provide advances hereunder is terminated.

Power of Attorney. Effective only upon the occurrence and during the continuance of an Event of Default, Borrower hereby irrevocably appoints Bank (and any of Bank’s designated officers, or employees) as Borrower’s true and lawful attorney attorney-in-fact to: (a) send requests for verification of Accounts or notify account debtors of Bank’s security interest in the Accounts; (b) endorse Borrower’s name on any checks or other forms of payment or security that may come into Bank’s possession; (c) sign Borrower’s name on any invoice or xxxx of lading relating to any Account, drafts against account debtors, schedules and assignments of Accounts, verifications of Accounts, and notices to account debtors; (d) dispose of any Collateral; (e) make, settle, and adjust all claims under and decisions with respect to Borrower’s policies of insurance; (f) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts and upon terms which Bank determines to be reasonable; and (g) to file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of Borrower where permitted by law; provided Bank may exercise such power of attorney to sign the name of Borrower on any of the documents described in clause (g) above, regardless of whether an Event of Default has occurredCollateral. The appointment of Bank as Borrower’s attorney in fact, and each and every one of Bank’s rights and powers, being coupled with an interest, is irrevocable until all of the Obligations have been fully repaid and performed and Bank’s obligation to provide advances Credit Extensions hereunder is terminated.

Power of Attorney. Effective only upon the occurrence and during the continuance of an Event of Default, each Borrower hereby irrevocably appoints Bank Administrative Agent (and any of BankAdministrative Agent’s designated officers, or employees) as such Borrower’s true and lawful attorney to: (a) send requests for verification of Accounts or notify account debtors of BankAdministrative Agent’s security interest in the Accounts; (b) endorse such Borrower’s name on any checks or other forms of payment or security that may come into BankAdministrative Agent’s possession; (c) sign such Borrower’s name on any invoice or xxxx bxxx of lading relating to any Account, drafts against account debtors, schedules and assignments of Accounts, verifications of Accounts, and notices to account debtors; (d) dispose of any Collateral; (e) make, settle, and adjust all claims under and decisions with respect to such Borrower’s policies of insurance; (f) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts and upon terms which Bank Administrative Agent determines to be reasonable; and (g) to file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of Borrower where permitted by law; provided Bank may exercise such power of attorney to sign the name of Borrower on any of the documents described in clause (g) above, regardless of whether an Event of Default has occurredCollateral. The appointment of Bank Administrative Agent as each Borrower’s attorney in fact, and each and every one of BankAdministrative Agent’s rights and powers, being coupled with an interest, is irrevocable until all of the Obligations have been fully repaid and performed and BankAdministrative Agent’s obligation to provide advances Credit Extensions hereunder is terminated.

Power of Attorney. Effective only upon the occurrence and during the continuance of an Event of Default, Borrower hereby irrevocably appoints Bank (and any of Bank’s 's designated officers, or employees) as Borrower’s 's true and lawful attorney to: (a) send requests for verification of Accounts or notify account debtors of Bank’s 's security interest in the Accounts; (b) endorse Borrower’s 's name on any checks or other forms of payment or security that may come into Bank’s 's possession; (c) sign Borrower’s 's name on any invoice or xxxx of lading relating to any Account, drafts against account debtors, schedules and assignments of Accounts, verifications of Accounts, and notices to account debtors; (d) dispose of any Collateral; (e) make, settle, and adjust all claims under and decisions with respect to Borrower’s 's policies of insurance; (f) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts and upon terms which Bank determines to be reasonable; and (g) to file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of Borrower where permitted by law; provided Bank may exercise such power of attorney to sign the name of Borrower on any of the documents described in clause and (g) above, above regardless of whether an Event of Default has occurred. The appointment of Bank as Borrower’s 's attorney in fact, and each and every one of Bank’s 's rights and powers, being coupled with an interest, is irrevocable until all of the Obligations have been fully repaid and performed and Bank’s 's obligation to provide advances hereunder is terminated.

Power of Attorney. Effective only upon the occurrence and during the continuance of an Event of Default, Borrower Each Note Party hereby irrevocably makes, constitutes, and appoints Bank the Trustee (and any of Bank’s designated the Trustee's officers, employees, or employeesagents designated by the Trustee) as Borrower’s such Note Party's true and lawful attorney to: attorney, with power to (a) if such Note Party refuses to execute and deliver, or fails timely to execute and deliver, any of the documents described in Section 11.09, (b) at any time that an Event of Default has occurred and is continuing, sign such Note Party's name on any invoice or bill of lading relating to the Collateral, drafts against Account Debtors of such Note Party, or notices to such Account Debtors, (c) send requests for verification of Accounts or notify account debtors of Bank’s security interest in the such Note Party's Accounts; , (bd) endorse Borrower’s such Note Party's name on any checks or other forms of payment or security Collection item that may come into Bank’s the Trustee' possession; (c) sign Borrower’s name on any invoice or xxxx of lading relating to any Account, drafts against account debtors, schedules and assignments of Accounts, verifications of Accounts, and notices to account debtors; (d) dispose of any Collateral; (e) at any time that an Event of Default has occurred and is continuing, make, settle, and adjust all claims under such Note Party's policies of insurance and make all determinations and decisions with respect to Borrower’s such policies of insurance; , and (f) at any time that an Event of Default has occurred and is continuing, settle and adjust disputes and claims respecting such Note Party's Accounts, Chattel Paper, or General Intangibles other than the accounts Excluded Assets directly with account debtorsAccount Debtors of such Note Party, for amounts and upon terms which Bank that the Trustee determines to be reasonable; , and (g) file, in its sole discretion, one or more financing or continuation statements the Trustee may cause to be executed and amendments thereto, relative delivered any documents and releases that the Trustee determines to any of the Collateral without the signature of Borrower where permitted by law; provided Bank may exercise such power of attorney to sign the name of Borrower on any of the documents described in clause (g) above, regardless of whether an Event of Default has occurredbe necessary. The appointment of Bank the Trustee as Borrower’s attorney in facteach Note Party's attorney, and each and every one of Bank’s its rights and powers, being coupled with an interest, is irrevocable until all of the Obligations under the Note Documents have been fully and finally repaid and performed and Bank’s obligation to provide advances hereunder is terminatedperformed.

Power of Attorney. Effective only upon the occurrence and during the ----------------- continuance of an Event of Default, Borrower hereby irrevocably appoints Bank (and any of Bank’s 's designated officers, or employees) as Borrower’s 's true and lawful attorney to: (a) send requests for verification of Accounts or notify account debtors of Bank’s 's security interest in the Accounts; (b) endorse Borrower’s 's name on any checks or other forms of payment or security that may come into Bank’s 's possession; (c) sign Borrower’s 's name on any invoice or xxxx of lading relating to any Account, drafts against account debtors, schedules and assignments of Accounts, verifications of Accounts, and notices to account debtors; (d) dispose of any Collateral; (e) make, settle, and adjust all claims under and decisions with respect to Borrower’s 's policies of insurance; and (fe) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts and upon terms which Bank determines to be reasonable; and (gf) to file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of Borrower where permitted by law; law provided Bank may exercise such power of attorney to sign the name of Borrower on any of the documents described in clause (g) above, Section regardless of whether an Event of Default has occurred. The appointment of Bank as Borrower’s 's attorney in fact, and each and every one of Bank’s 's rights and powers, being coupled with an interest, is irrevocable until all of the Obligations have been fully repaid and performed and Bank’s 's obligation to provide advances hereunder is terminated.

Power of Attorney. Effective only Debtor hereby irrevocably appoints Bank as its lawful attorney-in-fact, exercisable upon the occurrence and during the continuance of an Event of Default, Borrower hereby irrevocably appoints Bank (and any of Bank’s designated officers, or employees) as Borrower’s true and lawful attorney to: (a) send requests for verification of Accounts or notify account debtors of Bank’s security interest in the Accounts; (b) endorse BorrowerDebtor’s name on any checks or other forms of payment or security that may come into Bank’s possessionsecurity; (cb) sign BorrowerDebtor’s name on any invoice or xxxx of lading relating to for any Account, Account or drafts against account debtors, schedules and assignments of Accounts, verifications of Accounts, and notices to account debtorsAccount Debtors; (d) dispose of any Collateral; (ec) make, settle, and adjust all claims under and decisions with respect to BorrowerDebtor’s policies of insuranceinsurance policies; (fd) pay, contest or settle any Lien, charge, encumbrance, security interest, and adjust disputes and claims respecting adverse claim in or to the accounts directly with account debtorsCollateral, for amounts and upon terms which Bank determines or any judgment based thereon, or otherwise take any action to be reasonableterminate or discharge the same; and (ge) file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of transfer the Collateral without the signature of Borrower where permitted by law; provided Bank may exercise such power of attorney to sign into the name of Borrower Bank or a third party as the Code permits. Debtor hereby appoints Bank as its lawful attorney-in-fact to sign Debtor’s name on any documents necessary to perfect or continue the perfection of Bank’s security interest in the documents described in clause (g) above, Collateral regardless of whether an Event of Default has occurredoccurred until all Debtor Obligations have been fully and finally paid and performed. The Bank’s foregoing appointment of Bank as BorrowerDebtor’s attorney in fact, and each and every one all of Bank’s rights and powers, being coupled with an interest, is are irrevocable until all of the Debtor Obligations have been fully repaid and performed finally paid and Bank’s obligation to provide advances hereunder is terminatedperformed.

Power of Attorney. Effective only upon the occurrence and during ----------------- the continuance of an Event of Default, Borrower hereby irrevocably appoints Bank (and any of Bank’s 's designated officers, or employees) as Borrower’s Borrowers true and lawful attorney to: (a) send requests for verification of Accounts or notify account debtors of Bank’s 's security interest in the Accounts; (b) endorse Borrower’s Borrowers name on any checks or other forms of payment or security that may come into Bank’s 's possession; (c) sign Borrower’s Borrowers name on any invoice or xxxx of lading relating to any Account, drafts against account debtors, schedules and assignments of Accounts, verifications of Accounts, and notices to account debtors; (d) dispose of any Collateral; (e) make, settle, and adjust all claims under and decisions with respect to Borrower’s 's policies of insurance; and (fe) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts and upon terms which Bank determines to be reasonable; and (gf) file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of Borrower where permitted by law; provided Bank may exercise such power of attorney to sign the name of Borrower on any of the documents described in clause (g) aboveSection 4.2, with respect to the preservation of Bank's interests in the Collateral, regardless of whether an Event of Default has occurred. The appointment of Bank as Borrower’s Borrowers attorney in fact, and each and every one of Bank’s 's rights and powers, being coupled with an interest, is irrevocable until all of the Obligations have been fully repaid and performed and Bank’s 's obligation to provide advances hereunder is terminated.

Power of Attorney. Effective only upon the occurrence and during the continuance of an Event of Default, Borrower hereby irrevocably appoints Bank (and any of Bank’s designated officers, or employees) as Borrower’s true and lawful attorney to: (a) send requests for verification of Accounts or notify account debtors of Bank’s security interest in the Accounts; (b) endorse Borrower’s name on any checks or other forms of payment or security that may come into Bank’s possession; (c) sign Borrower’s name on any invoice or xxxx of lading relating to any Account, drafts against account debtors, schedules and assignments of Accounts, verifications of Accounts, and notices to account debtors; (d) dispose of any Collateral; (e) make, settle, and adjust all claims under and decisions with respect to Borrower’s policies of insuranceinsurance with respect to the Collateral; (f) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts and upon terms which Bank determines to be reasonable; and (g) to file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of Borrower where permitted by lawCollateral; provided Bank may exercise such power of attorney to sign the name of Borrower on any of the documents described in clause (g) above, Section 4.2 regardless of whether an Event of Default has occurred. The appointment of Bank as Borrower’s attorney in fact, and each and every one of Bank’s rights and powers, being coupled with an interest, is irrevocable until all of the Obligations have been fully repaid and performed and Bank’s obligation to provide advances Credit Extensions hereunder is terminated.

Power of Attorney. Effective only upon Each Credit Party hereby appoints the occurrence Administrative Agent and during the continuance of an Event of DefaultAdministrative Agent's designee as such Credit Party's attorney, Borrower hereby irrevocably appoints Bank (and any of Bank’s designated officers, or employees) as Borrower’s true and lawful attorney towith power: (a) send to endorse such Credit Party's name on any checks, notes, acceptances, money orders, instruments or other evidences of Collateral that come into the Administrative Agent's or any Lender's possession; (b) to sign such Credit Party's name on any invoice, xxxx of lading, warehouse receipt or other document of title relating to any Collateral, on drafts against customers, on assignments and requests for verification of Accounts Accounts, on financing statements and other public records and to file any such financing statements by electronic means with or notify account debtors of Bank’s security interest in the Accounts; (b) endorse Borrower’s name on any checks without a signature as authorized or other forms of payment required by applicable law or security that may come into Bank’s possessionfiling procedure; (c) sign Borrower’s name on so long as any invoice or xxxx Event of lading relating Default has occurred and is continuing, to any Account, drafts against account debtors, schedules execute proofs of claim and assignments of Accounts, verifications of Accounts, and notices to account debtorsloss; (d) dispose so long as any Event of any Default has occurred and is continuing, to execute endorsements, assignments or other instruments of conveyance or transfer in respect of the Collateral; (e) make, settle, and adjust all claims under and decisions with respect to Borrower’s policies of insurance; (f) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts and upon terms which Bank determines to be reasonable; and (g) file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to so long as any of the Collateral without the signature of Borrower where permitted by law; provided Bank may exercise such power of attorney to sign the name of Borrower on any of the documents described in clause (g) above, regardless of whether an Event of Default has occurredoccurred and is continuing, to adjust and compromise any claims under insurance policies or otherwise execute releases; and (f) to do all things necessary or advisable to carry out and enforce this Agreement or the Obligations. The appointment Each Credit Party ratifies and approves all acts of Bank as Borrower’s attorney in fact, and each and every one such attorney. None of Bank’s rights and powersthe Lenders or the Administrative Agent nor their attorneys will be liable for any acts or omissions or for any error of judgment or mistake of fact or law. This power, being coupled with an interest, is irrevocable until all of this Agreement has been terminated and the Obligations have been fully repaid and performed and Bank’s obligation to provide advances hereunder is terminatedsatisfied.

Power of Attorney. Effective only upon the occurrence and during the continuance of an Event of Default, Borrower hereby irrevocably appoints Bank (and any of Bank’s designated officers, or employees) as Borrower’s true and lawful attorney to: (a) send requests for verification of Accounts or notify account debtors of Bank’s security interest in the Accounts; (b) endorse Borrower’s name on any checks or other forms of payment or security that may come into Bank’s possession; (c) sign BorrowerXxxxxxxx’s name on any invoice or xxxx bill of lading relating to any Account, drafts against account debtors, schedules and assignments of Accounts, verifications of Accounts, and notices to account debtors; (d) dispose of any Collateral; (e) make, settle, and adjust all claims under and decisions with respect to BorrowerXxxxxxxx’s policies of insurance; (f) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts and upon terms which Bank determines to be reasonable; and (g) file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of Borrower where permitted by lawCollateral; provided Bank may exercise such power of attorney to sign the name of Borrower on any of the documents described in clause (g) above, regardless of whether an Event of Default has occurred. The appointment of Bank as BorrowerXxxxxxxx’s attorney in fact, and each and every one of Bank’s rights and powers, being coupled with an interest, is irrevocable until all of the Obligations have been fully repaid and performed and Bank’s obligation to provide advances hereunder is terminated.

Power of Attorney. Effective only upon the occurrence and during the continuance of an Event of Default, Borrower hereby irrevocably appoints Bank such Lender (and any of Banksuch Lender’s designated officers, or employeesagents) as Borrower’s true and lawful attorney to: (a) send requests for verification of Accounts or notify account debtors of Banksuch Lender’s security interest in the Accounts; (b) endorse Borrower’s name on any checks or other forms of payment or security that may come into Banksuch Lender’s possession; (c) sign Borrower’s name on any invoice or xxxx of lading relating to any Account, drafts against account debtors, schedules and assignments of Accounts, verifications of Accounts, and notices to account debtors; (d) dispose of any Collateral; (e) make, settle, and adjust all claims under and decisions with respect to Borrower’s policies of insurance; (f) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts and upon terms which Bank such Lender determines to be reasonable; and (g) file, in its such Lender's sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of Borrower where permitted by lawCollateral; provided Bank Lender may exercise such power of attorney to sign the name of Borrower on any of the documents described in clause clauses (g) above, regardless of whether an Event of Default has occurred. The appointment of Bank such Lender as Borrower’s attorney in fact, and each and every one of Banksuch Lender’s rights and powers, being coupled with an interest, is irrevocable until all of the Obligations have been fully repaid and performed and Banksuch Lender’s obligation to provide advances hereunder is terminated.

Power of Attorney. Effective only upon the occurrence and during the continuance of an Event of Default, Borrower Borrowers hereby irrevocably appoints Bank appoint Agent (and any of BankAgent’s designated officers, or employees) as each Borrower’s true and lawful attorney to: (a) send requests for verification of Accounts or notify account debtors of BankAgent’s security interest in the Accounts; (b) endorse a Borrower’s name on any checks or other forms of payment or security that may come into BankAgent’s possession; (c) sign a Borrower’s name on any invoice or xxxx of lading relating to any Account, drafts against account debtors, schedules and assignments of Accounts, verifications of Accounts, and notices to account debtors; (d) dispose of any Collateral; (e) make, settle, and adjust all claims under and decisions with respect to a Borrower’s policies of insurance; (f) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts and upon terms which Bank Agent determines to be reasonable; and (g) file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of Borrower Borrowers where permitted by law; and (h) dispose of the Collateral to the extent permitted under the Code; provided Bank Agent may exercise such power of attorney to sign the name of a Borrower on any of the documents stock powers described in clause (g) above, Section 4 regardless of whether an Event of Default has occurred. The appointment of Bank Agent as each Borrower’s attorney in fact, and each and every one of BankAgent’s rights and powers, being coupled with an interest, is irrevocable until all of the Obligations have been fully repaid and performed and BankAgent’s obligation to provide advances hereunder is terminated.

Power of Attorney. Effective only upon To effectuate the occurrence terms and during the continuance provisions hereof, Guarantor hereby designates and appoints Secured Party and each of an Event its designees or agents as attorney-in-fact of DefaultGuarantor, Borrower hereby irrevocably appoints Bank (and any of Bank’s designated officersirrevocably, or employees) as Borrower’s true and lawful attorney with authority to: (ai) send endorse the name of Guarantor on any notes, acceptances, checks, drafts, money orders, instruments or other evidences of the Pledged Collateral that may come into Secured Party's possession; (ii) sign the name of Guarantor on any invoices, documents, drafts against and notices to account debtors or obligors of Guarantor, assignments and requests for verification of Accounts or notify account debtors of Bank’s security interest in the Accountsaccounts; (biii) endorse Borrower’s name on any checks or other forms execute proofs of payment or security that may come into Bank’s possession; (c) sign Borrower’s name on any invoice or xxxx of lading relating claim and loss with respect to any Account, drafts against account debtors, schedules and assignments of Accounts, verifications of Accounts, and notices to account debtors; (d) dispose of any the Pledged Collateral; (eiv) makeexecute endorsements, settle, and adjust all claims under and decisions assignments or other instruments of conveyance or transfer with respect to Borrower’s policies of insurancethe Pledged Collateral; (fv) settle execute and adjust disputes and claims respecting file UCC financing statements and/or amendments thereto with respect to the accounts directly with account debtors, for amounts and upon terms which Bank determines to be reasonablePledged Collateral; and (gvi) filedo all other acts and things necessary or advisable in the sole discretion of Secured Party to carry out and enforce this Agreement or the Note. All acts done under the foregoing authorization are hereby ratified and approved and neither Secured Party nor any designee or agent thereof shall be liable for any acts of commission or omission, in for any error of judgment or for any mistake of fact or law, provided that Secured Party or any designee or agent thereof shall not be relieved of liability to the extent it is determined by a final judicial decision that its sole discretionact, one error or more financing mistake constituted gross negligence or continuation statements and amendments thereto, relative to any of the Collateral without the signature of Borrower where permitted by law; provided Bank may exercise such willful misconduct. This power of attorney to sign the name of Borrower on any of the documents described in clause (g) above, regardless of whether an Event of Default has occurred. The appointment of Bank as Borrower’s attorney in fact, and each and every one of Bank’s rights and powers, being coupled with an interest, interest is irrevocable until all of while any the Obligations have been fully repaid and performed and Bank’s obligation to provide advances hereunder is terminatedNote shall remain unpaid.

Power of Attorney. Effective only Each Borrower hereby irrevocably appoints Bank as its lawful attorney-in-fact, exercisable upon the occurrence and during the continuance of an Event of Default, but in no event once Borrower hereby irrevocably appoints Bank (and any has cured such Event of Bank’s designated officersDefault, or employees) as Borrower’s true and lawful attorney to: (a) send requests for verification of Accounts or notify account debtors of Bank’s security interest in the Accounts; (b) endorse such Borrower’s name on any checks or other forms of payment or security that may come into Bank’s possessionsecurity; (cb) sign such Borrower’s name on any invoice or xxxx of lading relating to for any Account, Account or drafts against account debtorsAccount Debtors; (c) settle and adjust disputes and claims about the Accounts directly with Account Debtors, schedules for amounts and assignments of Accounts, verifications of Accounts, and notices to account debtorson terms Bank determines reasonable; (d) dispose of any Collateral; (e) make, settle, and adjust all claims under and decisions with respect to such Borrower’s policies of insuranceinsurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts and upon terms which Bank determines to be reasonable; and (g) file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of transfer the Collateral without the signature of Borrower where permitted by law; provided Bank may exercise such power of attorney to sign into the name of Bank or a third party as the Code permits. Each Borrower hereby appoints Bank as its lawful attorney-in-fact to sign such Borrower’s name on any documents necessary to perfect or continue the perfection of the documents described in clause (g) above, any security interest regardless of whether an Event of Default has occurredoccurred until all Obligations have been satisfied in full and Bank is under no further obligation to make Credit Extensions hereunder. The Bank’s foregoing appointment of Bank as Borrower’s attorney in fact, and each and every one all of Bank’s rights and powers, being coupled with an interest, is are irrevocable until all of the Obligations have been fully repaid and performed and Bank’s obligation to provide advances hereunder is terminatedCredit Extensions terminates.

Power of Attorney. Effective only upon the occurrence and during the continuance of an Event of Default, Borrower hereby irrevocably appoints Bank (and any of Bank’s designated officers, or employees) as Borrower’s true and lawful attorney to: (a) send requests for verification of Accounts or notify account debtors of Bank’s security interest in the Accounts; (b) endorse Borrower’s name on any checks or other forms of payment or security that may come into Bank’s possession; (c) sign Borrower’s name on any invoice or xxxx bxxx of lading relating to any Account, drafts against account debtors, schedules and assignments of Accounts, verifications of Accounts, and notices to account debtors; (d) dispose of any Collateral; (e) make, settle, and adjust all claims under and decisions with respect to Borrower’s policies of insurance; (f) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts and upon terms which Bank determines to be reasonable; and (g) file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of Borrower where permitted by law; provided Bank may exercise such power of attorney to sign the name of Borrower on any of the documents described in clause (g) above, regardless of whether an Event of Default has occurred. The appointment of Bank as Borrower’s attorney in fact, and each and every one of Bank’s rights and powers, being coupled with an interest, is irrevocable until all of the Obligations have been fully repaid and performed and Bank’s obligation to provide advances hereunder is terminated.

Power of Attorney. Effective only upon the occurrence and during the continuance of an Event of Default, Borrower hereby irrevocably appoints Bank (and any of Bank’s designated officers, or employees) as Borrower’s true and lawful attorney to: (a) send requests for verification of Accounts or notify account debtors of Bank’s security interest in the Accounts; (b) endorse Borrower’s name on any checks or other forms of payment or security that may come into Bank’s possession; (c) sign Borrower’s name on any invoice or xxxx of lading relating to any Account, drafts against account debtors, schedules and assignments of Accounts, verifications of Accounts, and notices to account debtors; (d) dispose of any Collateral; (e) make, settle, and adjust all claims under and decisions with respect to Borrower’s policies of insurance; (f) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts and upon terms which Bank determines to be reasonable; and (g) file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of Borrower where permitted by lawCollateral; provided Bank may exercise such power of attorney to sign the name of Borrower on any of the documents described in clause (g) above, regardless of whether an Event of Default has occurred. The appointment of Bank as Borrower’s attorney in fact, and each and every one of Bank’s rights and powers, being coupled with an interest, is irrevocable until all of the Obligations (other than contingent indemnification obligations) have been fully repaid and performed and Bank’s obligation to provide advances hereunder is terminated.

Power of Attorney. Effective only upon the occurrence and during the continuance of an Event of Default, Borrower hereby irrevocably appoints Bank (and any of Bank’s designated officers, or employees) as Borrower’s true and lawful attorney to: (a) send requests for verification of Accounts or notify account debtors of Bank’s security interest in the Accounts; (b) endorse Borrowersuch Person’s name on any checks or other forms of payment or security that may come into Bank’s possession, cash or deposit such checks or other items of payment or security, and apply to the Obligations all proceeds of such checks or other items; (c) sign Borrowersuch Person’s name on any invoice or xxxx of lading relating to any Account, drafts against account debtors, schedules and assignments of Accounts, verifications of Accounts, and notices to account debtors; (d) dispose of any CollateralCollateral and apply all cash sale proceeds to the Obligations; (e) make, settle, and adjust all claims under and decisions with respect to Borrower’s policies of insuranceinsurance and apply to the Obligations all amounts received by Bank pursuant to such policies; (f) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts and upon terms which Bank determines to be reasonable, and apply to the Obligations all amounts received by Bank in connection with any such settlement and adjustment; and (g) file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of Borrower where permitted by law; provided Bank may exercise such power of attorney to sign the name of Borrower on any of the documents described in clause (g) above, regardless of whether an Event of Default has occurredCollateral. The appointment of Bank as Borrower’s attorney in fact, and each and every one of Bank’s rights and powers, being coupled with an interest, is irrevocable until all of the Obligations have been fully repaid and performed and Bank’s obligation to provide advances make Term Loans hereunder is terminated.

Power of Attorney. Effective only upon the occurrence and during the continuance of an Event of Default, Borrower hereby irrevocably appoints Bank (and any of Bank’s designated officers, or employees) as Borrower’s true and lawful attorney to: (a) send requests for verification of Accounts or notify account debtors of Bank’s security interest in the Accounts; (b) endorse Borrower’s name on any checks or other forms of payment or security that may come into Bank’s possession; (c) sign Borrower’s name on any invoice or xxxx of lading relating to any Account, drafts against account debtors, schedules and assignments of Accounts, verifications of Accounts, and notices to account debtors; (d) dispose of any Collateral; (e) make, settle, and adjust all claims under and decisions with respect to Borrower’s policies of insurance; (f) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts and upon terms which Bank determines to be reasonable; and (g) file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of Borrower where permitted by law; provided Bank may exercise such power of attorney to sign the name of Borrower on any of the documents described in clause (g) above), regardless of whether an Event of Default has occurred. The appointment of Bank as Borrower’s attorney in fact, and each and every one of Bank’s rights and powers, being coupled with an interest, is irrevocable until all of the Obligations have been fully repaid and performed and Bank’s obligation to provide advances hereunder is terminated.

Power of Attorney. Effective only upon the occurrence and during the continuance of an Event of Default, Borrower Borrowers hereby irrevocably appoints appoint Bank (and any of Bank’s designated officers, or employees) as each Borrower’s true and lawful attorney to: (a) send requests for verification of Accounts or notify account debtors of Bank’s security interest in the Accounts; (b) endorse each Borrower’s name on any checks or other forms of payment or security that may come into Bank’s possession; (c) sign each Borrower’s name on any invoice or xxxx of lading relating to any Account, drafts against account debtors, schedules and assignments of Accounts, verifications of Accounts, and notices to account debtors; (d) dispose of any Collateral; (e) make, settle, and adjust all claims under and decisions with respect to a Borrower’s policies of insurance; (f) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts and upon terms which Bank determines to be reasonable; and (g) to file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of Borrower where permitted by law; provided Bank may exercise such power of attorney to sign the name of Borrower on any of the documents described in clause (g) above, regardless of whether an Event of Default has occurred. The appointment of Bank as each Borrower’s attorney in fact, and each and every one of Bank’s rights and powers, being coupled with an interest, is irrevocable until all of the Obligations have been fully repaid and performed and Bank’s obligation to provide advances Credit Extensions hereunder is terminated.

Power of Attorney. Effective only upon Borrower irrevocably appoints Bank and its successors and assigns as attorney-in-fact and authorizes Bank and its successors and assigns, to: (a) following the occurrence and during the continuance of an Event of Default, Borrower hereby irrevocably appoints Bank (i) sell, assign, transfer, pledge, compromise, or discharge all or any part of the Financed Receivables; (ii) demand, collect, xxx, and give releases to any of Account Debtor for monies due and compromise, prosecute, or defend any action, claim, case or proceeding about the Financed Receivables, including filing a claim or voting a claim in any bankruptcy case in Bank’s designated officers, or employees) as Borrower’s true and lawful attorney to: (a) send requests for verification of Accounts or notify account debtors of Bank’s security interest in the Accountsname, as Bank chooses; (biii) endorse Borrower’s name on any checks or other forms of payment or security that may come into Bank’s possession; (c) prepare, file and sign Borrower’s name on any invoice notice, claim, assignment, demand, draft, or xxxx notice of lading relating to any Account, drafts against account debtors, schedules and assignments or satisfaction of Accounts, verifications of Accounts, and notices to account debtors; (d) dispose of any Collateral; (e) make, settle, and adjust all claims under and decisions with respect to Borrower’s policies of insurance; (f) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts and upon terms which Bank determines to be reasonablelien or mechanics’ lien or similar document; and (gb) file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of Borrower where permitted by law; provided Bank may exercise such power of attorney to sign the name of Borrower on any of the documents described in clause (g) above, regardless of whether an Event of Default has occurred. The appointment of occurred and is continuing, (i) notify all Account Debtors to pay Bank as directly provided, however, Bank will notify Borrower prior to making any direct contact with Borrower’s attorney Account Debtors, unless an Event of Default has occurred and is continuing; (ii) receive and open mail addressed to Borrower; (iii) in factthe event Bank is in possession of checks or other instruments, endorse Borrower’s name on checks or other instruments (to the extent necessary to pay amounts owed pursuant to any of the Loan Documents); and each (iv) execute on Borrower’s behalf any instruments, documents, financing statements to perfect Bank’s interests in the Financed Receivables and every one of Collateral and do all acts and things necessary or prudent, as determined solely and exclusively by Bank to protect or preserve Bank’s rights and powersremedies under the Loan Documents, being coupled with an interest, is irrevocable until all of the Obligations have been fully repaid and performed and as directed by Bank’s obligation to provide advances hereunder is terminated.

Power of Attorney. Effective only upon the occurrence and during the continuance of an Event of Default, Borrower hereby irrevocably appoints Bank (and any of Bank’s 's designated officers, or employees) as Borrower’s 's true and lawful attorney to: (a) send requests for verification of Accounts or notify account debtors of Bank’s 's security interest in the Accounts; (b) endorse Borrower’s 's name on any checks or other forms of payment or security that may come into Bank’s 's possession; (c) sign Borrower’s 's name on any invoice or xxxx of bill xx lading relating to any Account, drafts against account debtors, schedules and assignments of Accounts, verifications of Accounts, and notices to account debtors; (d) dispose of any Collateral; (e) make, settle, and adjust all claims under and decisions with respect to Borrower’s 's policies of insurance; and (fe) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts and upon terms which Bank determines to be reasonable; and (gf) to file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of Borrower where permitted by law; , provided Bank may exercise such power of attorney to sign the name of Borrower on any of the documents described in clause (g) above, Section 4.2 regardless of whether an Event of Default has occurred. The appointment of Bank as Borrower’s 's attorney in fact, and each and every one of Bank’s 's rights and powers, being coupled with an interest, is irrevocable until all of the Obligations have been fully repaid and performed and Bank’s 's obligation to provide advances hereunder is terminated.

Power of Attorney. Effective only upon Each Borrower hereby irrevocably appoints Bank as its lawful attorney-in-fact, exercisable following the occurrence and during the continuance of an Event of Default, Borrower hereby irrevocably appoints Bank (and any of Bank’s designated officers, or employees) as Borrower’s true and lawful attorney to: (a) send requests for verification of Accounts or notify account debtors of Bank’s security interest in the Accounts; (b) endorse such Borrower’s name on any checks checks, payment instruments, or other forms of payment or security that may come into Bank’s possessionsecurity; (cb) sign such Borrower’s name on any invoice or xxxx bxxx of lading relating for any Account or drafts against Account Debtors; (c) demand, collect, sxx, and give releases to any AccountAccount Debtor for monies due, drafts against account debtors, schedules settle and assignments of Accounts, verifications of Accountsadjust disputes and claims about the Accounts directly with Account Debtors, and notices to account debtorscompromise, prosecute, or defend any action, claim, case, or proceeding about any Collateral (including filing a claim or voting a claim in any bankruptcy case in Bank’s or either Borrower’s name, as Bank chooses); (d) dispose of any Collateral; (e) make, settle, and adjust all claims under and decisions with respect to either Borrower’s policies of insuranceinsurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, or other claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts and upon terms which Bank determines to be reasonable; and (g) file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of transfer the Collateral without the signature of Borrower where permitted by law; provided Bank may exercise such power of attorney to sign into the name of Bank or a third party as the Code permits. Each Borrower hereby appoints Bank as its lawful attorney-in-fact to sign such Borrower’s name on any documents necessary to perfect or continue the perfection of Bank’s security interest in the documents described in clause (g) above, Collateral regardless of whether an Event of Default has occurredoccurred until all Obligations have been satisfied in full and the Loan Documents have been terminated. The Bank’s foregoing appointment of Bank as Borrower’s Borrowers’ attorney in fact, and each and every one all of Bank’s rights and powers, being coupled with an interest, is are irrevocable until all of the Obligations have been fully repaid and performed and Bank’s obligation to provide advances hereunder is the Loan Documents have been terminated.

Power of Attorney. Effective only Borrower hereby irrevocably appoints Bank as its lawful attorney-in-fact, exercisable upon the occurrence and during the continuance of an Event of Default, Borrower hereby irrevocably appoints Bank (and any of Bank’s designated officers, or employees) as Borrower’s true and lawful attorney to: (a) send requests for verification of Accounts or notify account debtors of Bank’s security interest in the Accounts; (b) endorse Borrower’s name on any checks or other forms of payment or security that may come into Bank’s possessionsecurity; (c) sign Borrower’s name on any invoice or xxxx of lading relating to for any Account, Account or drafts against account debtorsAccount Debtors; settle and adjust disputes and claims about the Accounts directly with Account Debtors, schedules for amounts and assignments of Accounts, verifications of Accounts, and notices to account debtorson terms Bank determines reasonable; (d) dispose of any Collateral; (e) make, settle, and adjust all claims under and decisions with respect to Borrower’s policies of insuranceinsurance policies; (f) pay, contest or settle any Lien, charge, encumbrance, security interest, and adjust disputes and claims respecting adverse claim in or to the accounts directly with account debtorsCollateral, for amounts and upon terms which Bank determines or any judgment based thereon, or otherwise take any action to be reasonableterminate or discharge the same; and (g) file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of transfer the Collateral without the signature of Borrower where permitted by law; provided Bank may exercise such power of attorney to sign into the name of Bank or a third party as the PPSA and the Code permit. Borrower hereby appoints Bank as its lawful attorney-in-fact to sign Borrower’s name on any documents necessary to perfect or continue the perfection of Bank’s security interest in the documents described in clause (g) above, Collateral regardless of whether an Event of Default has occurredoccurred until all Obligations have been satisfied in full and Bank is under no further obligation to make Credit Extensions hereunder. The Bank’s foregoing appointment of Bank as Borrower’s attorney in fact, and each and every one all of Bank’s rights and powers, being coupled with an interest, is are irrevocable until all of the Obligations have been fully repaid and performed and Bank’s obligation to provide advances hereunder is terminatedCredit Extensions terminates.

Power of Attorney. Effective only upon the occurrence and during the continuance of an Event of Default, Borrower hereby irrevocably appoints Bank (and any of Bank’s designated officers, or employees) as Borrower’s true and lawful attorney attorney, to: (a) do any one or more of the following during the existence of an Event of Default: (i) send requests for verification of Accounts or notify account debtors of Bank’s security interest in the Accounts; (bii) endorse Borrower’s name on any checks or other forms of payment or security that may come into Bank’s possession; (ciii) sign Borrower’s name on any invoice or xxxx of lading relating to any Account, drafts against account debtors, schedules and assignments of Accounts, verifications of Accounts, and notices to account debtors; (div) dispose of any Collateral; (ev) make, settle, and adjust all claims under and decisions with respect to Borrower’s policies of insuranceinsurance and with respect to warranties; and (fvi) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts and upon terms which Bank determines to be reasonable; and (gb) at any time and from time to time file, in its Bank’s sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of Borrower where permitted by law; provided Bank may exercise such power of attorney to sign the name of Borrower on any of the documents described in clause (g) above, regardless of whether an Event of Default has occurredCollateral. The appointment of Bank as Borrower’s attorney in fact, and each and every one of Bank’s rights and powers, being coupled with an interest, is irrevocable until all of the Obligations have been fully repaid and performed and Bank’s obligation to provide advances Advances hereunder is terminated.

Power of Attorney. Effective only upon the occurrence and during the continuance of an Event of Default, Borrower hereby irrevocably appoints Bank (and any of Bank’s 's designated officers, or employees) as Borrower’s 's true and lawful attorney to: (a) send requests for verification of Accounts or notify account debtors of Bank’s 's security interest in the Accounts; (b) endorse Borrower’s 's name on any checks or other forms of payment or security that may come into Bank’s 's possession; (c) sign Borrower’s 's name on any invoice or xxxx of lading relating to any Account, drafts against account debtors, schedules and assignments of Accounts, verifications of Accounts, and notices to account debtors; (d) dispose of any Collateral; (e) make, settle, and adjust all claims under and decisions with respect to Borrower’s 's policies of insurance; (f) settle and adjust disputes and claims respecting the accounts Accounts directly with account debtors, for amounts and upon terms which Bank determines to be reasonable; and (g) file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of Borrower where permitted by law; provided Bank may exercise such power of attorney to sign the name of Borrower on any of the documents described in clause (g) above, above regardless of whether an Event of Default has occurred. The appointment of Bank as Borrower’s 's attorney in fact, and each and every one of Bank’s 's rights and powers, being coupled with an interest, is irrevocable until all of the Obligations have been fully repaid and performed and Bank’s 's obligation to provide advances Credit Extensions hereunder is terminated.

Power of Attorney. Effective only upon the occurrence and during the continuance of an Event of Default, Borrower hereby irrevocably appoints Bank (and any of Bank’s designated officers, or employees) as Borrower’s true and lawful attorney to: (a) send requests for verification of Accounts or notify account debtors of Bank’s security interest in the Accounts; (b) endorse Borrower’s name on any checks or other forms of payment or security that may come into Bank’s Banks possession; (c) sign Borrower’s name on any invoice or xxxx of lading relating to any Account, drafts against account debtors, schedules and assignments of Accounts, verifications of Accounts, and notices to account debtors; (d) dispose of any Collateral; (e) make, settle, and adjust all claims under and decisions with respect to Borrower’s policies of insurance; (f) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts and upon terms which Bank determines to be reasonable; and (g) to file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of Borrower where permitted by lawCollateral; provided Bank may exercise such power of attorney to sign the name of Borrower on any of the documents described in clause (g) above, Section 4.2 regardless of whether an Event of Default has occurred. The appointment of Bank as Borrower’s attorney in fact, and each and every one of Bank’s Banks rights and powers, being coupled with an interest, is irrevocable until all of the Obligations have been fully repaid and performed and Bank’s obligation to provide advances Credit Extensions hereunder is terminated.

Power of Attorney. Effective only upon the occurrence and during the ----------------- continuance of an Event of Default, Borrower hereby irrevocably appoints Bank (and any of Bank’s 's designated officers, officers or employees) as Borrower’s 's true and lawful attorney attorney, with power to: (a) send requests for verification of Accounts or notify account debtors of Bank’s security interest in the Accounts; (b) endorse Borrower’s 's name on any checks or other forms of payment or security that may come into Bank’s 's possession; (c) sign the name of Borrower on any of the documents described in Section 4.2 (regardless of whether an Event of Default has occurred); (d) sign Borrower’s 's name on any invoice or xxxx of lading relating to any Account, drafts against account debtors, schedules and assignments of Accounts, verifications of Accounts, and notices to account debtors; (d) dispose of any Collateral; (e) make, settle, and adjust all claims under and decisions with respect to Borrower’s 's policies of insurance; and (f) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts and upon terms which Bank determines to be reasonable; and (g) file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of Borrower where permitted by law; provided Bank may exercise such power of attorney to sign the name of Borrower on any of the documents described in clause (g) above, regardless of whether an Event of Default has occurred. The appointment of Bank as Borrower’s attorney in 's attorney-in-fact, and each and every one of Bank’s 's rights and powers, being coupled with an interest, is irrevocable until all of the Obligations have been fully repaid and performed and Bank’s 's obligation to provide advances Advances hereunder is terminated.

Power of Attorney. Effective only upon the occurrence and during the continuance of an Event of Default, Borrower hereby irrevocably appoints Bank (and any of Bank’s 's designated officers, or employees) as Borrower’s 's true and lawful attorney to: (a) send requests for verification of Accounts or notify account debtors of Bank’s 's security interest in the Accounts; (b) endorse Borrower’s 's name on any checks or other forms of payment or security that may come into Bank’s 's possession; (c) sign Borrower’s 's name on any invoice or xxxx of lading relating to any Account, drafts against account debtors, schedules and assignments of Accounts, verifications of Accounts, and notices to account debtors; (d) dispose of any Collateral; (e) make, settle, and adjust all claims under and decisions with respect to Borrower’s 's policies of insurance; (f) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts and upon terms which Bank determines to be reasonable; and (g) to file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of Borrower where permitted by law; provided Bank may exercise such power of attorney to sign the name of Borrower on any of the documents described in clause (g) above, above regardless of whether an Event of Default has occurred. The appointment of Bank as Borrower’s 's attorney in fact, and each and every one of Bank’s 's rights and powers, being coupled with an interest, is irrevocable until all of the Obligations have been fully repaid and performed and Bank’s 's obligation to provide advances hereunder is terminated.

Power of Attorney. Effective only upon the occurrence and ----------------- during the continuance of an Event of Default, Borrower hereby irrevocably appoints Bank (and any of Bank’s 's designated officers, or employees) as Borrower’s 's true and lawful attorney attorney, with power to: (a) send requests for verification of Accounts or notify account debtors of Bank’s security interest in the Accounts; (b) endorse Borrower’s 's name on any checks or other forms of payment or security that may come into Bank’s 's possession; (c) sign the name of Borrower on any of the documents described in Section 4.2 (regardless of whether an Event of Default has occurred); (d) sign Borrower’s 's name on any invoice or xxxx of lading relating to any Account, drafts against account debtors, schedules and assignments of Accounts, verifications of Accounts, and notices to account debtors; (d) dispose of any Collateral; (e) make, settle, and adjust all claims under and decisions with respect to Borrower’s 's policies of insurance; and (f) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts and upon terms which Bank determines to be reasonable; and (g) file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of Borrower where permitted by law; provided Bank may exercise such power of attorney to sign the name of Borrower on any of the documents described in clause (g) above, regardless of whether an Event of Default has occurred. The appointment of Bank as Borrower’s attorney in 's attorney-in-fact, and each and every one of Bank’s 's rights and powers, being coupled with an interest, is irrevocable until all of the Obligations have been fully repaid and performed and Bank’s 's obligation to provide advances Advances hereunder is terminated.

Power of Attorney. Effective only upon the occurrence and during the continuance of an Event of Default, each Borrower hereby irrevocably appoints Bank (and any of Bank’s designated officers, or employees) as such Borrower’s true and lawful attorney to: (a) send requests for verification of Accounts or notify account debtors of Bank’s security interest in the Accounts; (b) endorse such Borrower’s name on any checks or other forms of payment or security that may come into Bank’s possession; (c) sign such Borrower’s name on any invoice or xxxx of lading relating to any Account, drafts against account debtors, schedules and assignments of Accounts, verifications of Accounts, and notices to account debtors; (d) dispose of any Collateral; (e) make, settle, and adjust all claims under and decisions with respect to such Borrower’s policies of insurance; (f) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts and upon terms which Bank determines to be reasonable; and (g) to file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of Borrower where permitted by law; provided Bank may exercise such power of attorney to sign the name of Borrower on any of the documents described in clause (g) above, regardless of whether an Event of Default has occurredCollateral. The appointment of Bank as each Borrower’s attorney in fact, and each and every one of Bank’s rights and powers, being coupled with an interest, is irrevocable until all of the Obligations (other than inchoate indemnity obligations and any obligations that, by their terms, survive the termination of this Agreement) have been fully repaid and performed and Bank’s obligation to provide advances Credit Extensions hereunder is terminated.

Power of Attorney. Effective only upon the occurrence and during the continuance of an Event of Default, Borrower hereby irrevocably appoints Bank (and any of Bank’s designated officers, or employees) as Borrower’s true and lawful attorney to: (a) send requests for verification of Accounts or notify account debtors of Bank’s security interest in the Accounts; (b) endorse Borrower’s name on any checks or other forms of payment or security that may come into Bank’s possession; (c) sign Borrower’s name on any invoice or xxxx bxxx of lading relating to any Account, drafts against account debtors, schedules and assignments of Accounts, verifications of Accounts, and notices to account debtors; (d) dispose of any Collateral; (e) make, settle, and adjust all claims under and decisions with respect to Borrower’s policies of insurance; (f) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts and upon terms which Bank determines to be reasonable; and (g) to file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of Borrower where permitted by law; provided Bank may exercise such power of attorney to sign the name of Borrower on any of the documents described in clause (g) above, regardless of whether an Event of Default has occurredCollateral. The appointment of Bank as Borrower’s attorney in fact, and each and every one of Bank’s rights and powers, being coupled with an interest, is irrevocable until all of the Obligations (other than inchoate indemnification or reimbursement obligations) have been fully repaid and performed and Bank’s obligation to provide advances Credit Extensions hereunder is terminated.

Power of Attorney. Effective only upon the occurrence and during the continuance of an Event of Default, Borrower hereby irrevocably appoints Bank Agent (and any of Bank’s Agent's designated officers, or employees) as Borrower’s 's true and lawful attorney to: (a) send requests for verification of Accounts or notify account debtors of Bank’s Agent's security interest in the Accounts; (b) endorse Borrower’s 's name on any checks or other forms of payment or security that may come into Bank’s Agent's possession; (c) sign Borrower’s 's name on any invoice or xxxx of lading relating to any Account, drafts against account debtors, schedules and assignments of Accounts, verifications of Accounts, and notices to account debtors; (d) dispose of any Collateral; (e) make, settle, and adjust all claims under and decisions with respect to Borrower’s 's policies of insurance; (f) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts and upon terms which Bank Agent determines to be reasonable; and (g) to file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of Borrower where permitted by law; and (h) to dispose of the Collateral to the extent permitted under the Code; provided Bank Agent may exercise such power of attorney to sign the name of Borrower on any of the documents described in clause (g) above, Section 4 regardless of whether an Event of Default has occurred. The appointment of Bank Agent as Borrower’s 's attorney in fact, and each and every one of Bank’s Agent's rights and powers, being coupled with an interest, is irrevocable until all of the Obligations have been fully repaid and performed and Bank’s Agent's obligation to provide advances hereunder is terminated.

Power of Attorney. Effective only upon the occurrence and during the continuance of an Event of Default, Borrower hereby irrevocably appoints Bank DFS (and any of Bank’s person designated officers, or employeesby it) as Borrower’s 's true and lawful attorney Attorney with full power to at any time, in the discretion of DFS (whether or not Default has occurred) to: (a) send requests endorse the name of Borrower upon any of the items of payment of proceeds of the Collateral and deposit the same in the account of DFS for verification application to the Obligations; (b) sign the name of Accounts or notify account debtors Borrower to verify the accuracy of Bank’s security interest in the Accounts; (b) endorse Borrower’s name on any checks or other forms of payment or security that may come into Bank’s possession; (c) sign Borrower’s name on any invoice or xxxx of lading relating to any Account, drafts against account debtors, schedules and assignments of Accounts, verifications of Accounts, and notices to account debtors; (d) dispose of any Collateral; (e) make, settle, and adjust all claims under and decisions with respect to Borrower’s policies of insurance; (f) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts and upon terms which Bank determines to be reasonable; and (g) file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of Borrower where permitted by law; provided Bank may exercise such power of attorney to sign the name of Borrower on any document or instrument that DFS shall deem necessary or appropriate to perfect and maintain perfected the security interests in the Collateral under this Agreement and other Loan Documents; (d) after allowing Borrower a period of ninety (90) days to do so in its own name and unless after such time Borrower has provided DFS with satisfactory cash collateral or additional security acceptable to DFS in its sole discretion, initiate and settle any insurance claim and, in any event, endorse Borrower's name on any cheque, instrument or other item of payment; (e) endorse the name of Borrower upon financing statements, instruments pertaining to the Collateral; (f) supply omitted information and correct errors of a clerical nature in any documents described in clause between DFS and Borrower; and (g) above, regardless of whether an Event of Default has occurred. The appointment of Bank as Borrower’s attorney in fact, do anything to preserve and each protect the Collateral and every one of Bank’s DFS' rights and powers, being coupled with an interest, is irrevocable until all of the Obligations have been fully repaid and performed and Bank’s obligation to provide advances hereunder is terminated.

Power of Attorney. Effective only upon the occurrence and during the ----------------- continuance of an Event of Default, Borrower hereby irrevocably appoints Bank (and any of Bank’s 's designated officers, or employees) as Borrower’s 's true and lawful attorney to: (a) send requests for verification of Accounts or notify account debtors of Bank’s 's security interest in the Accounts; (b) endorse Borrower’s 's name on any checks or other forms of payment or security that may come into Bank’s 's possession; (c) sign Borrower’s 's name on any invoice or xxxx of lading relating to any Account, drafts against account debtors, schedules and assignments of Accounts, verifications of Accounts, and notices to account debtors; (d) dispose of any Collateral; (e) make, settle, and adjust all claims under and decisions with respect to Borrower’s 's policies of insurance; (f) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts and upon terms which Bank determines to be reasonable; and (g) to file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of Borrower where permitted by law; provided Bank may exercise such power of attorney to sign the name of Borrower on any of the documents described in clause (g) above, Section 4.2 regardless of whether an Event of Default has occurred. The appointment of Bank as Borrower’s 's attorney in fact, and each and every one of Bank’s 's rights and powers, being coupled with an interest, is irrevocable until all of the Obligations have been fully repaid and performed and Bank’s 's obligation to provide advances Credit Extensions hereunder is terminated.

Power of Attorney. Effective only upon The Debtor hereby appoints the occurrence and during the continuance of an Event of Default, Borrower hereby irrevocably appoints Bank (and any of Bank’s designated officersLender, or employees) any other Person whom the Lender may designate as Borrowerthe Debtor’s true and lawful attorney attorney, with power to: (a) send requests for verification of Accounts or notify account debtors of Bank’s security interest in the Accounts; (bi) endorse Borrowerthe Debtor’s name on any checks cheques, notes, acceptances, money orders, drafts or other forms of payment or security that may come into Bankthe Lender’s possession; (cii) sign Borrowerthe Debtor’s name on any invoice or xxxx bxxx of lading relating to any AccountAccounts, drafts against account debtorsAccount Debtors, schedules and assignments of Accounts, notices of assignment, financing statements and other public records, verifications of Accounts, Account and notices to account debtorsor from Account Debtors; (diii) dispose of verify the validity, amount or any Collateralother matter relating to any Account by mail, telephone, telegraph or otherwise with Account Debtors; (eiv) makedo all things necessary to carry out this Agreement, settle, any Debtor Agreement and adjust all claims under and decisions with respect to Borrower’s policies of insurance; (f) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts and upon terms which Bank determines to be reasonablerelated documents; and (gv) file, in its sole discretion, one on or more financing after the occurrence and continuation of a Default or continuation statements and amendments thereto, relative to any of the Collateral without the signature of Borrower where permitted by law; provided Bank may exercise such power of attorney to sign the name of Borrower on any of the documents described in clause (g) above, regardless of whether an Event of Default has occurredDefault, notify the post office authorities to change the address for delivery of the Debtor’s mail to an address designated by the Lender, and to receive, open and dispose of all mail addressed to the Lender. The appointment Debtor hereby ratifies and approves all acts of Bank as Borrower’s the attorney. Neither the Lender, nor the attorney in factwill be liable for any acts or omissions or for any error of judgment or mistake of fact or law, and each and every one of Bank’s rights and powersexcept for gross negligence or willful misconduct. This power, being coupled with an interest, is irrevocable so long as the Lender has a security interest and until all of the Obligations have been fully repaid and performed and Bank’s obligation to provide advances hereunder is terminatedsatisfied.

Power of Attorney. Effective only upon the occurrence and during the continuance of an Event of Default, Borrower each Loan Party hereby irrevocably appoints Bank (and any of Bank’s designated officers, or employees) as Borrowersuch Loan Party’s true and lawful attorney to: (a) send requests for verification of Accounts or notify account debtors of Bank’s security interest in the Accounts; (b) endorse Borrowersuch Loan Party’s name on any checks or other forms of payment or security that may come into Bank’s possession; (c) sign Borrowersuch Loan Party’s name on any invoice or xxxx bill of lading relating to any Account, drafts against account debtors, schedules and assignments of Accounts, verifications of Accounts, and notices to account debtors; (d) dispose of any Collateral; (e) make, settle, and adjust all claims under and decisions with respect to BorrowerXxxxxxxx’s policies of insurance; (f) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts and upon terms which Bank determines to be reasonable; and (g) file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of Borrower such Loan Party where permitted by law; provided Bank may exercise such power of attorney to sign the name of Borrower such Loan Party on any of the documents described in clause (g) above, regardless of whether an Event of Default has occurred. The appointment of Bank as Borrowereach Loan Party’s attorney in fact, and each and every one of Bank’s rights and powers, being coupled with an interest, is irrevocable until all of the Obligations have been fully repaid and performed and Bank’s obligation to provide advances Advances hereunder is terminated.

Power of Attorney. Effective only upon the occurrence and during the continuance of an Event of Default, each Borrower hereby irrevocably appoints Bank (and any of Bank’s designated officers, or employees) as such Borrower’s true and lawful attorney to: (a) send requests for verification of Accounts or notify account debtors of Bank’s security interest in the Accounts; (b) endorse such Borrower’s name on any checks or other forms of payment or security that may come into Bank’s possession; (c) sign such Borrower’s name on any invoice or xxxx of lading relating to any Account, drafts against account debtors, schedules and assignments of Accounts, verifications of Accounts, and notices to account debtors; (d) dispose of any Collateral; (e) make, settle, and adjust all claims under and decisions with respect to such Borrower’s policies of insurance; (f) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts and upon terms which Bank determines to be reasonable; and (g) whether or not an Event of Default has occurred that is continuing, file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of Borrower where permitted by law; provided Bank may exercise such power of attorney to sign the name of Borrower on any of the documents described in clause (g) above, regardless of whether an Event of Default has occurredCollateral. The appointment of Bank as each Borrower’s attorney in fact, and each and every one of Bank’s rights and powers, being coupled with an interest, is irrevocable until all of the Obligations have been fully repaid and performed and Bank’s obligation to provide advances Credit Extensions hereunder is terminated.

Power of Attorney. Effective Exercisable only upon the occurrence and during the continuance of an Event of Default, Borrower hereby irrevocably appoints Bank Lender (and any of BankLender’s designated officers, or employees) as Borrower’s true and lawful attorney to: (a) send requests for verification of Accounts or notify account debtors Account Debtors of BankLender’s security interest in the Accounts; (b) endorse Borrower’s name on any checks or other forms of payment or security that may come into BankLender’s possession; (c) sign Borrower’s name on any invoice or xxxx bxxx of lading relating to any Account, drafts against account debtorsAccount Debtors, schedules and assignments of Accounts, verifications of Accounts, and notices to account debtorsAccount Debtors; (d) dispose of any Collateral; (e) make, settle, and adjust all claims under and decisions with respect to Borrower’s policies of insurance; (f) settle and adjust disputes and claims respecting the accounts directly with account debtorsAccount Debtors, for amounts and upon terms which Bank Lender determines to be reasonable; and (g) to file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of Borrower where permitted by law; provided Bank may exercise such power of attorney to sign the name of Borrower on any of the documents described in clause (g) above, regardless of whether an Event of Default has occurredCollateral. The appointment of Bank Lender as Borrower’s attorney in fact, and each and every one of BankLender’s rights and powers, being coupled with an interest, is irrevocable until all of the Obligations have been fully repaid and performed and BankLender’s obligation to provide advances Credit Extensions hereunder is terminated.

Power of Attorney. Effective only upon the occurrence and during the continuance of an Event of Default, Borrower hereby irrevocably appoints Bank (and any of Bank’s 's designated officers, or employees) as Borrower’s 's true and lawful attorney to: (a) send requests for verification of Accounts or notify account debtors of Bank’s 's security interest in the Accounts; (b) endorse Borrower’s 's name on any checks or other forms of payment or security that may come into Bank’s 's possession; (c) sign Borrower’s 's name on any invoice or xxxx of lading relating to any Account, drafts draft against account debtors, schedules and assignments of Accounts, verifications of Accounts, and notices to account debtors; (d) dispose of any Collateral; (e) make, settle, and adjust all claims under and decisions decision with respect to Borrower’s 's policies of insurance; and (fe) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts mounts and upon terms which Bank determines to be reasonable; and (gf) to file, in its units sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of Borrower where permitted by law; law provided Bank may exercise such power of attorney to sign the name of Borrower on any of the documents described in clause (g) above, Section 4.2 regardless of whether an Event of Default has occurred. The appointment of Bank as Borrower’s 's attorney in fact, and each and every one of Bank’s 's rights and powers, being coupled with an interest, is irrevocable until all of the Obligations have been fully repaid and performed and Bank’s 's obligation to provide advances hereunder is terminated.

Power of Attorney. Effective only upon the occurrence and during the continuance of an Event of Default, Borrower hereby irrevocably appoints Bank Agent (and any of BankAgent’s designated officers, or employees) as Borrower’s true and lawful attorney to: (a) send requests for verification of Accounts or notify account debtors of BankAgent’s security interest in the Accounts; (b) endorse Borrower’s name on any checks or other forms of payment or security that may come into BankAgent’s possession; (c) sign Borrower’s name on any invoice or xxxx of lading relating to any Account, drafts against account debtors, schedules and assignments of Accounts, verifications of Accounts, and notices to account debtors; (d) dispose of any Collateral; (e) make, settle, and adjust all claims under and decisions with respect to Borrower’s policies of insurance; (f) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts and upon terms which Bank Agent determines to be reasonable; and (g) to file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of Borrower where permitted by law; and (h) to dispose of the Collateral to the extent permitted under the Code; provided Bank Agent may exercise such power of attorney to sign the name of Borrower on any of the documents described in clause (g) above, Section 4 regardless of whether an Event of Default has occurred. The appointment of Bank Agent as Borrower’s attorney in fact, and each and every one of BankAgent’s rights and powers, being coupled with an interest, is irrevocable until all of the Obligations have been fully repaid and performed and BankAgent’s obligation to provide advances hereunder is terminated.

Power of Attorney. Effective only upon the occurrence and during the continuance of an Event of Default, Borrower hereby irrevocably appoints Bank (and any of Bank’s designated officers, or employees) as Borrower’s true and lawful attorney to: (a) send requests for verification of Accounts or notify account debtors of Bank’s security interest in the Accounts; (b) endorse Borrower’s name on any checks or other forms of payment or security that may come into Bank’s possession; (c) sign BorrowerBxxxxxxx’s name on any invoice or xxxx bill of lading relating to any Account, drafts against account debtors, schedules and assignments of Accounts, verifications of Accounts, and notices to account debtors; (d) dispose of any Collateral; (e) make, settle, and adjust all claims under and decisions with respect to BorrowerBxxxxxxx’s policies of insurance; (f) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts and upon terms which Bank determines to be reasonable; and (g) file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of Borrower where permitted by law; provided Bank may exercise such power of attorney to sign the name of Borrower Bxxxxxxx on any of the documents described in clause (g) above, regardless of whether an Event of Default has occurred. The appointment of Bank as BorrowerBxxxxxxx’s attorney in fact, and each and every one of Bank’s rights and powers, being coupled with an interest, is irrevocable until all of the Obligations have been fully repaid and performed and Bank’s obligation to provide advances hereunder is terminated.

Power of Attorney. Effective only upon the occurrence and during the continuance of an Event of Default, Borrower hereby irrevocably appoints Bank (and any of Bank’s designated officers, or employees) as Borrower’s true and lawful attorney to: (a) send requests for verification of Accounts or notify account debtors of Bank’s security interest in the Accounts; (b) endorse Borrowersuch Person’s name on any checks or other forms of payment or security that may come into Bank’s possession, cash or deposit such checks or other items of payment or security, and apply to the Obligations all proceeds of such checks or other items; (c) sign Borrowersuch Person’s name on any invoice or xxxx bill of lading relating to any Account, drafts against account debtors, schedules and assignments of Accounts, verifications of Accounts, and notices to account debtors; (d) dispose of any CollateralCollateral and apply all cash sale proceeds to the Obligations; (e) make, settle, and adjust all claims under and decisions with respect to BorrowerXxxxxxxx’s policies of insuranceinsurance and apply to the Obligations all amounts received by Bank pursuant to such policies; (f) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts and upon terms which Bank determines to be reasonable, and apply to the Obligations all amounts received by Bank in connection with any such settlement and adjustment; and (g) file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of Borrower where permitted by law; provided Bank may exercise such power of attorney to sign the name of Borrower on any of the documents described in clause (g) above, regardless of whether an Event of Default has occurredCollateral. The appointment of Bank as BorrowerXxxxxxxx’s attorney in fact, and each and every one of Bank’s rights and powers, being coupled with an interest, is irrevocable until all of the Obligations have been fully repaid and performed and Bank’s obligation to provide advances make Advances hereunder is terminated.

Power of Attorney. Effective only upon the occurrence and during the continuance of an Event of Default, Borrower hereby irrevocably appoints Bank (and any of Bank’s designated officers, or employees) as Borrower’s true and lawful attorney to: (a) send requests for verification of Accounts or notify account debtors of Bank’s security interest in the Accounts; (b) endorse Borrower’s name on any checks or other forms forrns of payment or security that may come into Bank’s possession; possession (c) sign Borrower’s name on any invoice or xxxx bxxx of lading relating to any Account, drafts against account debtors, schedules and assignments of Accounts, verifications of Accounts, and notices to account debtors; (d) dispose of any Collateral; (e) make, settle, and adjust all claims under and decisions with respect to Borrower’s policies of insurance; (f) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts and upon terms which Bank determines to be reasonable; and (g) to file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of Borrower where permitted by lawCollateral; provided Bank may exercise such power of attorney to sign the name of Borrower on any of the documents described in clause (g) above, Section 4.3 regardless of whether an Event of Default has occurred. The appointment of Bank as Borrower’s attorney in fact, and each and every one of Bank’s rights and powers, being coupled with an interest, is irrevocable until all of the Obligations (other than the Warrant) have been fully repaid and performed and Bank’s obligation to provide advances Credit Extensions hereunder is terminated.

Power of Attorney. Effective only upon the occurrence and during the ----------------- continuance of an Event of Default, Borrower hereby irrevocably appoints Bank (and any of Bank’s 's designated officers, or employees) as Borrower’s 's true and lawful attorney to: (a) send requests for verification of Accounts or notify account debtors of Bank’s 's security interest in the Accounts; (b) endorse Borrower’s 's name on any checks or other forms of payment or security that may come into Bank’s 's possession; (c) sign Borrower’s 's name on any invoice or xxxx of lading relating to any Account, drafts against account debtors, schedules and assignments of Accounts, verifications of Accounts, and notices to account debtors; (d) dispose of any Collateral; (e) make, settle, and adjust all claims under and decisions with respect to Borrower’s 's policies of insurance; and (fe) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts and upon terms which Bank determines to be reasonable; and (gf) to file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of Borrower where permitted by law; provided Bank may exercise such power of attorney to sign the name of Borrower on any of the documents described in clause (g) above, Section 42 regardless of whether an Event of Default has occurred. The appointment of Bank as Borrower’s 's attorney in fact, and each and every one of Bank’s 's rights and powers, being coupled with an interest, is irrevocable until all of the Obligations have been fully repaid and performed and Bank’s 's obligation to provide advances hereunder is terminated.

Power of Attorney. Effective only upon the occurrence and during the continuance of an Event of Default, Borrower hereby irrevocably appoints Bank (and any of Bank’s designated officers, or employees) as Borrower’s true and lawful attorney to: (a) send requests for verification of Accounts or notify account debtors of Bank’s security interest in the Accounts; (b) endorse Borrower’s name on any checks or other forms of payment or security that may come into Bank’s possession; (c) sign Borrower’s name on any invoice or xxxx of lading relating to any Account, drafts against account debtors, schedules and assignments of Accounts, verifications of Accounts, and notices to account debtors; (db) dispose of any Collateral; (ec) make, settle, and adjust all claims under and decisions with respect to Borrower’s policies of insurance; (fd) settle sell, assign, transfer, pledge, compromise, discharge or otherwise dispose of any Collateral; (e) execute on behalf of Borrower any and adjust disputes all instruments, documents, financing statements and claims respecting the accounts directly with account debtorslike to perfect Bank’s interests in the Collateral and file, for amounts in its sole discretion, one or more financing or continuation statements and upon terms which Bank determines amendments thereto, relative to be reasonableany of the Collateral; and (gf) file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of Borrower where permitted by lawBorrower; provided Bank may exercise such power of attorney to sign the name of Borrower on any of the documents described in clause (ge) or (f) above, regardless of whether an Event of Default has occurred. The appointment of Bank as Borrower’s attorney in fact, and each and every one of Bank’s rights and powers, being coupled with an interest, is irrevocable until all of the Obligations (other than contingent indemnification obligations with respect to which no claim has been made) have been fully repaid and performed and Bank’s obligation to provide advances hereunder is terminated.

Power of Attorney. Effective only upon the occurrence and during the continuance of an Event of Default, Borrower Borrowers hereby irrevocably appoints appoint Bank (and any of Bank’s designated officers, or employees) as Borrower’s Borrowers’ true and lawful attorney to: (a) send requests for verification of Accounts or notify account debtors of Bank’s security interest in the Accounts; (b) endorse either of Borrower’s name on any checks or other forms of payment or security that may come into Bank’s possession; (c) sign either of Borrower’s name on any invoice or xxxx of lading relating to any Account, drafts against account debtors, schedules and assignments of Accounts, verifications of Accounts, and notices to account debtors; (d) dispose of any Collateral; (e) make, settle, and adjust all claims under and decisions with respect to either Borrower’s policies of insurance; (f) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts and upon terms which Bank determines to be reasonable; and (g) to file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of the applicable Borrower where permitted by law; provided Bank may exercise such power of attorney to sign the name of the applicable Borrower on any of the documents described in clause clauses (g) above, regardless of whether an Event of Default has occurred. The appointment of Bank as Borrower’s Borrowers’ attorney in fact, and each and every one of Bank’s rights and powers, being coupled with an interest, is irrevocable until all of the Obligations have been fully repaid and performed and Bank’s obligation to provide advances hereunder is terminated.

Power of Attorney. Effective only upon the occurrence and during the continuance of an Event of Default, Borrower hereby irrevocably appoints Bank (and any of Bank’s designated officers, or employees) as Borrower’s true and lawful attorney to: (a) send requests for verification of Accounts or notify account debtors of Bank’s security interest in the Accounts; (b) endorse Borrower’s name on any checks or other forms of payment or security that may come into Bank’s possession; (c) sign Borrower’s name on any invoice or xxxx of lading relating to any Account, drafts against account debtors, schedules and assignments of Accounts, verifications of Accounts, and notices to account debtors; (d) dispose of any Collateral; (e) make, settle, and adjust all claims under and decisions with respect to Borrower’s policies of insurance; (f) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts and upon terms which Bank determines to be reasonable; and (g) to file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of Borrower where permitted by law; and (h) enforce any rights under the Charter and otherwise against any Investors or other Persons, including the right to compel Investors to make Capital Contributions and otherwise to perform their obligations under the Charter; provided Bank may exercise such power of attorney to sign the name of Borrower on any of the documents described in clause (g) above, Section 4.2 regardless of whether an Event of Default has occurred. The appointment of Bank as Borrower’s attorney in fact, and each and every one of Bank’s rights and powers, being coupled with an interest, is irrevocable until all of the Obligations have been fully repaid and performed and Bank’s obligation to provide advances hereunder Advances is terminated.

Power of Attorney. Effective only upon the occurrence and during ----------------- the continuance of an Event of Default, Borrower hereby irrevocably appoints Bank (and any of Bank’s 's designated officers, or employees) as Borrower’s 's true and lawful attorney to: (a) send requests for verification of Accounts or notify account debtors of Bank’s 's security interest in the Accounts; (b) endorse Borrower’s 's name on any checks or other forms of payment or security that may come into Bank’s 's possession; (c) sign Borrower’s 's name on any invoice or xxxx of lading relating to any Account, drafts against account debtors, schedules and assignments of Accounts, verifications of Accounts, and notices to account debtors; (d) dispose of any Collateral; (e) make, settle, and adjust all claims under and decisions with respect to Borrower’s 's policies of insurance; (f) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts and upon terms which Bank determines to be reasonable; reasonable and (g) to file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of Borrower where permitted by law; provided Bank may exercise such power of attorney to sign the name of Borrower on any of the documents described in clause (g) above, Section 4.2 regardless of whether an Event of Default has occurred. , including without limitation to modify, in its sole discretion, The appointment of Bank as Borrower’s 's attorney in fact, and each and every one of Bank’s 's rights and powers, being coupled with an interest, is irrevocable until all of the Obligations have been fully repaid and performed and Bank’s 's obligation to provide advances Credit Extensions hereunder is terminated.

Power of Attorney. Effective only upon the occurrence and during the continuance of an Event of Default, Borrower hereby irrevocably appoints Bank (and any of Bank’s designated officers, or employees) as Borrower’s true and lawful attorney to: (a) send requests for verification of Accounts or notify account debtors of Bank’s security interest in the Accounts; (b) endorse Borrower’s name on any checks or other forms of payment or security that may come into Bank’s possession; (c) sign Borrower’s name on any invoice or xxxx bxxx of lading relating to any Account, drafts against account debtors, schedules and assignments of Accounts, verifications of Accounts, and notices to account debtors; (d) dispose of any Collateral; (e) make, settle, and adjust all claims under and decisions with respect to Borrower’s policies of insurance; (f) settle and adjust disputes and claims respecting the accounts Accounts directly with account debtors, for amounts and upon terms which Bank determines to be reasonable; and (g) file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of Borrower where permitted by law; provided Bank may exercise such power of attorney to sign the name of Borrower on any of the documents described in clause (g) above, regardless of whether an Event of Default has occurred. The appointment of Bank as Borrower’s attorney in fact, and each and every one of Bank’s rights and powers, being coupled with an interest, is irrevocable until all of the Obligations (other than any inchoate indemnity obligations) have been fully repaid and performed and Bank’s obligation to provide advances hereunder is terminated.

Power of Attorney. Effective only upon the occurrence and during the ----------------- continuance of an Event of Default, each Borrower hereby irrevocably appoints Bank (and any of Bank’s 's designated officers, or employees) as such Borrower’s 's true and lawful attorney to: (a) send requests for verification of Accounts or notify account debtors of Bank’s 's security interest in the Accounts; (b) endorse a Borrower’s 's name on any checks or other forms of payment or security that may come into Bank’s 's possession; (c) sign a Borrower’s 's name on any invoice or xxxx of lading relating to any Account, drafts against account debtors, schedules and assignments of Accounts, verifications of Accounts, and notices to account debtors; (d) dispose of any Collateral; (e) make, settle, and adjust all claims under and decisions with respect to Borrower’s 's policies of insurance; (f) settle insurance and adjust disputes and claims respecting the accounts directly with account debtors, Accounts for amounts and upon terms which Bank determines to be reasonable; and (ge) file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to any dispose of the Collateral without in accordance with the signature of Borrower where permitted by lawCode; provided Bank may exercise such power of attorney to sign the name of a Borrower on any of the documents described in clause (g) aboveSection 4.2 relating to the perfection of Bank's security interest in the Collateral, regardless of whether an Event of Default has occurred. The appointment of Bank as a Borrower’s 's attorney in fact, and each and every one of Bank’s 's rights and powers, being coupled with an interest, is irrevocable until all of the Obligations have been fully repaid and performed and Bank’s 's obligation to provide advances Advances hereunder is terminated.