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. Each Grantor hereby appoints any officer or agent of the Bank as such Grantor’s true and lawful attorney-in-fact (which appointment constitutes a power coupled with an interest and is irrevocable as long as any of the Secured Obligations remain outstanding) with power to endorse the name of such Grantor upon any notes, checks, drafts, money orders or other instruments of payment or Collateral which may come into possession of the Bank; to sign and endorse the name of such Grantor upon

Power of Attorney. Each Borrower hereby appoints Agent, and its agents and designees, the true and lawful agents and attorneys-in-fact of such Borrower, with full power of substitution, # to # during the continuance of an Event of Default, upon prior written notice to Borrowers, receive, open and dispose of all mail addressed to such Borrower relating to the Collateral, # during the continuance of an Event of Default, upon prior written notice to Borrowers, notify and direct the United States Post Office authorities by notice given in the name of such Borrower and signed on its behalf, to change the address for delivery of all mail addressed to such Borrower relating to the Collateral to an address to be designated by Agent, and to cause such mail to be delivered to such designated address where Agent may open all such mail and remove therefrom any notes, checks, acceptances, drafts, money orders or other instruments in payment of the Collateral in which Agent has a security interest hereunder and any documents relative thereto, with full power to endorse the name of such Borrower upon any such notes, checks, acceptances, drafts, money order or other form of payment or on Collateral or security of any kind and to effect the deposit and collection thereof, and Agent shall have the further right and power to endorse the name of such Borrower on any documents otherwise relating to such Collateral, # during the continuance of an Event of Default, upon prior or contemporaneous written notice to Borrowers, send notices to such Contract Debtors or account debtors, and # during the continuance of an Event of Default, do any and all other things necessary or proper to carry out the intent of this Agreement; and # at all times, to do any and all other things necessary or proper to perfect and protect the Liens and rights of Agent and Lenders created under this Agreement. Each Borrower agrees that neither Agent or any Lender nor any of its agents, designees or attorneys-in-fact will be liable for any acts of commission or omission, or for any error of judgment or mistake of fact or law, except for those arising from the gross negligence or willful misconduct of the Agent or any Lender or any of their agents, designees or attorneys-in-fact.

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 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.

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. Each Co-Borrower hereby irrevocably appoint Bank as its lawful attorney-in-fact to: # exercisable following the occurrence and during the continuance of an Event of Default, # sign such Co-Borrower’s name on any invoice or bill of lading for any Account or drafts against Account Debtors; # demand, collect, sue, and give releases to any Account Debtor for monies due, settle and adjust disputes and claims about the Accounts directly with Account Debtors, and compromise, 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 such Co-Borrower’s name, as Bank chooses); # make, settle, and adjust all claims under such Co-Borrower’s insurance policies; # 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; # transfer the Collateral into the name of Bank or a third party as the Code permits; and # receive, open and dispose of mail addressed to such Co-Borrower; and # regardless of whether an Event of Default has occurred, # endorse such Co-Borrower’s name on any checks, payment instruments, or other forms of payment or security; and # notify all Account Debtors to pay Bank directly. Each Co-Borrower hereby appoints Bank as its lawful attorney-in-fact to sign such Co-Borrower’s names on any documents necessary to perfect or continue the perfection of Bank’s security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations have been satisfied in full and the Loan Documents have been terminated. Bank’s foregoing appointment as such Co-Borrower’s attorney in fact, and all of Bank’s rights and powers, coupled with an interest, are irrevocable until all Obligations have been fully repaid and performed and the Loan Documents have been terminated.

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

Except as otherwise specifically provided herein, the power-of-attorney granted herein shall not in any manner revoke in whole or in part any power-of-attorney that each person whose signature appears below has previously executed. This power-of-attorney shall not be revoked by any subsequent power-of-attorney each person whose signature appears below may execute, unless such subsequent power specifically refers to this power-of-attorney or specifically states that the instrument is intended to revoke all prior general powers-of-attorney or all prior powers-of-attorney.

Attorney Review. Employee is hereby advised that he/she should consult with an attorney prior to executing this Agreement and Release.

Attorney Fees. If any action is commenced to enforce or interpret this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys' fees and court costs in addition to any other remedy it may obtain or be awarded, as long as it has voluntarily complied with the arbitration provision set forth hereinabove. If such a prevailing party has refused or failed to participate in the above-described arbitration process, by, without limitation, non-compliance with the stated time requirements (except as modified by the parties in writing), initially filing an action in some other forum (except as provided for hereinabove), or otherwise, then he shall not be entitled to attorneys fees or costs even if he is the prevailing party in any action arising out of the terms of this Agreement. Further, any attempt to file in some other forum may be opposed by the responding party by a motion to compel arbitration, or other relevant motion. The Parties agree that the forum shall be within the county of San Diego.