The Obligor authorizes each of the Secured Parties, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as the Obligor’s true and lawful attorney-in-fact, with power, in its own name or in the name of the Obligor, to, after the occurrence and during the continuance of an Event of Default, # endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of such Secured Party; # to sign and endorse any UCC financing statement or any invoice, freight or express bill, bill of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; # to pay or discharge taxes, liens, security interests, or other encumbrances at any time levied or placed on or threatened against the Collateral; # to demand, collect, receipt for, compromise, settle, and sue for monies due in respect of the Collateral; and # generally, to do, at the option of such Secured Party, and at the Obligor’s expense, at any time, or from time to time, all acts and things which such Secured Party deems necessary to protect, preserve, and realize upon the Collateral and the Security Interest granted therein in order to effect the intent of this Agreement, the Notes, and the Transaction Documents all as fully and effectually as the Obligor might or could do; and the Obligor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding.

Obligor authorizeshereby irrevocably appoints each of the Secured Parties, and does hereby make, constitute and appoint it, andParties as its respective officers, agents, successors or assigns with full power of substitution, as the Obligor’s true and lawful attorney-in-fact, with power,full authority in its own name orthe place and stead of the Obligor and in the name of the Obligor, to, after the occurrence and during the continuance of an Event of Default, # endorse any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of such Secured Party; # to sign and endorse any UCC financing statement or any invoice, freight or express bill, bill of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; # to pay or discharge taxes, liens, security interests, or other encumbrances at any time levied or placed on or threatened against the Collateral; # to demand, collect, receipt for, compromise, settle, and sue for monies due in respect of the Collateral; and # generally, to do, at the option of such Secured Party, and at the Obligor’s expense, at any time, or from time to time, all actstime in such Secured Party’s discretion, to take any action and thingsto execute any instrument which such Secured Party deemsmay deem necessary or advisable to protect, preserve, and realize uponaccomplish the Collateral and the Security Interest granted therein in order to effect the intentpurposes of this Agreement, including the Notes,filing, in its sole discretion, of one or more financing or continuation statements and the Transaction Documents all as fully and effectually as the Obligor might or could do; and the Obligor hereby ratifies all that said attorney shall lawfully do or causeamendments thereto, relative to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding.Collateral without the signature of the Obligor where permitted by law.