[Borrower]
POWER OF ATTORNEY
This Power of Attorney is executed and delivered by CROCHET & BOREL
SERVICES, INC. ("Credit Party"), to NEW STREAM COMMERCIAL FINANCE, LLC
(hereinafter referred to as "Attorney"), as Lender, under a Loan and Security
Agreement dated as even date herewith (the "Agreement"; capitalized terms are
used herein as defined in the Agreement) between CROCHET & BOREL SERVICES, INC.
and Attorney. No person to whom this Power of Attorney is presented, as
authority for Attorney to take any action or actions contemplated hereby, shall
inquire into or seek confirmation from Credit Party as to the authority of
Attorney to take any action described below, or as to the existence of or
fulfillment of any condition to this Power of Attorney, which is intended to
grant to Attorney unconditionally the authority to take and perform the actions
contemplated herein, and Credit Party irrevocably waives any right to commence
any suit or action, in law or equity, against any person or entity which acts in
reliance upon or acknowledges the authority granted under this Power of
Attorney. The power of attorney granted hereby is coupled with an interest, and
may not be revoked or canceled by Credit Party without Attorney's written
consent upon payment in full of all Obligations due to Attorney under the Loan
Documents.
Credit Party hereby irrevocably constitutes and appoints Attorney (and all
officers, employees or agents designated by Attorney), with full power of
substitution, as Credit Party's true and lawful attorney-in-fact with full
irrevocable power and authority in the place and stead of Credit Party and in
the name of Credit Party or in its own name, from time to time in Attorney's
discretion, to take, to the extent permitted under the Loan Documents, any and
all appropriate action and to execute and deliver any and all documents and
instruments which may be necessary or desirable to accomplish the purposes of
the Loan Documents and, without limiting the generality of the foregoing, Credit
Party hereby grants to Attorney the power and right, on behalf of Credit Party,
without notice to or assent by Credit Party, and at any time, to do the
following: (a) change the address for delivery of mail, open mail for Credit
Party, and ask, demand, collect, give acquittances and receipts for, take
possession of, endorse and receive payment of, any checks, drafts, notes,
acceptances, or other instruments for the payment of moneys due, and sign and
endorse any invoices, freight or express bills, bills of lading, storage or
warehouse receipts, drafts against debtors, assignments, verifications, and
notices in connection with any property of Credit Party; (b) continue or obtain
any insurance and pay all or any part of the premiums therefor and costs
thereof, and make, settle and adjust all claims under such policies of
insurance, and make all determinations and decisions with respect to such
policies; (c) pay or discharge any taxes, liens, security interests, or other
encumbrances levied or placed on or threatened against Credit Party or its
property; (d) defend any suit, action or proceeding brought against Credit Party
if Credit Party does not defend such suit, action or proceeding or if Attorney
believes that Credit Party is not diligently pursuing such defense in a manner
that will maximize the recovery to Attorney, and settle, compromise or adjust
any suit, action, or proceeding described above and, in connection therewith,
give such discharges or releases as Attorney may deem appropriate; (e) file or
prosecute any claim, litigation, suit or proceeding in any court of competent
jurisdiction or before any arbitrator, or take any other action otherwise deemed
appropriate by Attorney for the purpose of collecting any and all such moneys
due to Credit Party whenever payable and to enforce any other right in respect
of Credit Party's
property; (f) sell, transfer, pledge, compromise payment or make any other
agreement with respect to, or otherwise deal with any Collateral, and execute,
in connection with such sale or action, any endorsements, assignments or other
instruments of conveyance or transfer in connection therewith; and (g) cause the
certified public accountants then engaged by Credit Party to prepare and deliver
to Attorney at any time and from time to time, promptly upon Attorney's request,
the following reports: (1) a reconciliation of all accounts; (2) an aging of
all accounts; (3) trial balances; (4) test verifications of such accounts as
Attorney may request, and (5) the results of each physical verification of
inventory, all as though Attorney were the absolute owner of the property of
Credit Party for all purposes, and to do, at Attorney's option and Credit
Party's expense, at any time or from time to time, all acts and other things
that Attorney reasonably deems necessary to perfect, preserve, or realize upon
the Collateral and Attorney's Liens thereon, all as fully and effectively as
Credit Party might do. Credit Party hereby ratifies, to the extent permitted by
law, all that said attorneys shall lawfully do or cause to be done by virtue
hereof.
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IN WITNESS WHEREOF, this Power of Attorney is executed by Credit Party, and
Credit Party has caused its seal to be affixed pursuant to the authority of its
Board of Directors on August , 2006.
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CROCHET & BOREL SERVICES, INC.
By:
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Name:
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Title:
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STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On this day of August, 2006, before me personally came
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, , to me known, who, being duly sworn, did depose and
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say, that he is the of the corporation described in and which
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executed the foregoing instrument; and that he signed his name thereto by order
of the board of directors of said corporation.
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Notary Public
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