Attorney’s Fees. The Company shall pay the Executive’s reasonable attorney’s fees incurred in the preparation and negotiation of this Agreement up to a maximum of $5,000.

Attorney in Fact. Advisor agrees that if the Company is unable because of Advisor’s unavailability, dissolution, mental or physical incapacity, or for any other reason, to secure Advisor’s signature to apply for or to pursue any application for any United States or foreign patents or mask work or copyright registrations covering the Inventions assigned to the Company above, then Advisor hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Advisor’s agent and attorney in fact, to act for and in Advisor’s behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of patents, copyright and mask work registrations thereon with the same legal force and effect as if executed by Advisor.

POWER OF ATTORNEY. [[Organization A:Organization]] irrevocably appoints [[Organization B:Organization]] and its successors and as true and lawful attorney in fact, and authorizes [[Organization B:Organization]] # to, whether or not there has been an Event of Default, # demand, collect, receive, sue, and give releases to any Account Debtor for the monies due or which may become due upon or with respect to the Receivables and to compromise, prosecute, or defend any action, claim, case or proceeding relating to the Receivables, including the filing of a claim or the voting of such claims in any bankruptcy case, all in [[Organization B:Organization]]’s name or [[Organization A:Organization]]’s name, as [[Organization B:Organization]] may choose; # prepare, file and sign [[Organization A:Organization]]’s name on any notice, claim, assignment, demand, draft, or notice of or satisfaction of lien or mechanics’ lien or similar document; # notify all Account Debtors with respect to the Receivables to pay [[Organization B:Organization]] directly; # receive and open all mail addressed to [[Organization A:Organization]] for the purpose of collecting the Receivables; # endorse [[Organization A:Organization]]’s name on any checks or other forms of payment on the Receivables; # execute on behalf of [[Organization A:Organization]] any and all instruments, documents, financing statements and the like to perfect [[Organization B:Organization]]’s interests in the Receivables and Collateral; # debit any [[Organization A:Organization]]’s deposit accounts maintained with [[Organization B:Organization]] for any and all Obligations due under this Agreement; and # do all acts and things necessary or expedient, in furtherance of any such purposes, and # to, upon the occurrence and during the continuance of an Event of Default, sell, assign, transfer, pledge, compromise, or discharge the whole or any part of the Receivables. Upon the occurrence and continuation of an Event of Default, all of the power of attorney rights granted by [[Organization A:Organization]] to [[Organization B:Organization]] hereunder shall be applicable with respect to all Receivables and all Collateral.

Power of Attorney. The Healthtech Parties hereby irrevocably constitute and appoint the Lender as the Borrower’s true and lawful attorney, with full power of substitution, at the sole cost and expense of the Borrower, but for the sole benefit of the Lender, upon the occurrence of an Event of Default, or after DEMAND, with respect to Obligations payable on DEMAND, to convert the Collateral into cash, including, without limitation, the sale (either public or private) of all or any portion or portions of the Collateral; to sign and endorse the name of the Borrower on documents of title of the same or different nature relating to the Collateral; to receive as secured party any of the Collateral; or other to sign and file or record on behalf of the Borrower any financing or other statement in order to perfect or protect the Lender’s security interest. The Lender shall not be obliged to do any of the acts or exercise any such power, it shall not be accountable for more than it actually receives as a result of such exercise of power, and it shall not be responsible to the Borrower, except for willful misconduct in bad faith. All powers conferred upon the Lender by this Agreement, being coupled with an interest, shall be irrevocable, so long as any Obligation of the Borrower to the Lender shall remain unpaid or the Lender is obligated under this Agreement to extend any credit to the Borrower.

Power of Attorney. The Company, its successors and assigns, is hereby appointed the attorney-in-fact, with full power of substitution, of you for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instruments which such attorney-in-fact may deem necessary or advisable to accomplish the purposes hereof, which appointment as attorney-in-fact is irrevocable and coupled with an interest. The Company, as attorney-in-fact for you, may in your name and stead, make and execute all conveyances, assignments and transfers of Common Stock and property provided for herein, and you hereby ratify and confirm that which the Company, as said attorney-in-fact, shall do by virtue hereof. Nevertheless, you shall, if so requested by the Company, execute and deliver to the Company all such instruments as may, in the judgment of the Company, be advisable for this purpose.

Executive’s Attorney Fees. The Company shall pay for your incurrence of legal fees in connection with the evaluation, negotiation and preparation of this Letter Agreement and associated estate planning services, but in no event shall such payment exceed the sum of Three Thousand dollars ($3,000).

Powers of Attorney. Without limiting the generality of the foregoing, the Master Servicer is hereby authorized and empowered to execute and deliver on behalf of itself and the Participant, all agreements and instruments as may be necessary or desirable in connection with the performance of its rights and obligations pursuant to this [Section 3.01]. If reasonably required by the Master Servicer, the Participant shall furnish the Master Servicer with any powers of attorney and other documents necessary or appropriate to enable the Master Servicer to carry out its servicing and administrative duties under this Master Agreement, the Credit Documents and the other documentation pertaining to the Participation Interests.

Power of Attorney. [[Organization B:Organization]] hereby irrevocably appoints [[Organization C:Organization]] and each officer of [[Organization C:Organization]] as its attorney-in-fact, with full power of substitution, for, on behalf of, and in the name of [[Organization B:Organization]], to: # endorse and deliver to any Person any notes, checks, drafts, money orders or other instruments of payment coming into [[Organization C:Organization]]’s possession and representing any payment made on or with respect to any Participated Mortgage Loan or otherwise received in connection with any Participated Mortgage Loan (including the proceeds from the sale of any such Participated Mortgage Loan received from a Take-Out Purchaser), and any collateral and any Take-Out Purchase Agreement therefor; # prepare, complete, execute, deliver and record, and do anything else necessary or desirable to effect, # any endorsement to [[Organization C:Organization]], any Take-Out Purchaser or any other Person, of any Mortgage Note evidencing a Participated Mortgage Loan, or # any transfer, assignment or conveyance to [[Organization C:Organization]], any Take-Out Purchaser or any other Person, of any or all rights, titles and interest in and to any Mortgage Note and the Mortgage Loan Documents related thereto in which [[Organization C:Organization]] has purchased a Participation Interest (including servicing rights); # do anything necessary or desirable to effect sale, transfer, assignment or conveyance, of any or all rights, titles and interest of [[Organization B:Organization]] and/or [[Organization C:Organization]] in and to any Participated Mortgage Loan and the related Mortgage Loan Documents related thereto to any Take-Out Purchaser or any other Person; and # commence, prosecute, settle, discontinue, defend, or otherwise dispose of any claim relating to any Take- Out Purchase Agreement or any Participated Mortgage Loan. The powers and authorities herein conferred

Proxy and Power-of-Attorney. During the Voting Period, the Investors agree, within five business days after receipt, to execute and deliver to the Company, or cause to be executed and delivered to the Company, all proxy cards and written consents received by the Investors from the Company with respect to the election of directors or any other matter, in each case directing that the Investor Shares held by the Investors as of the applicable record date be voted in accordance with Section 2.2. In furtherance of the foregoing, the Investors hereby appoint the Company and any designee of the Company, and each of them individually, as the Investor’s proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the Voting Period with respect the Investor Shares in accordance with Section 2.2. This proxy is given to secure the performance of the duties of the Investors under this Agreement. The Investors shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. The proxy and power of attorney granted pursuant to this Section 2.4 by the Investors shall be irrevocable during the Voting Period, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by the Investors. The power of attorney granted by the Investors herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of the Investors. The proxy and power of attorney granted hereunder shall terminate upon the expiration of the Voting Period.

Governing Law; Jurisdiction; Attorney Fees. This Agreement and any other Transfer Documents shall in all respects be governed by, and construed in accordance with, the laws of the State of New York, U.S.A., including all matters of construction, validity and performance, without giving effect to principles of conflicts of law. The United States District Court for the Southern District of New York shall serve as the exclusive forum for any such dispute and the parties irrevocably consent to the jurisdiction of such courts.