Common use of Appointment and Powers of Agent Clause in Contracts

Appointment and Powers of Agent. The Guarantor hereby irrevocably constitutes and appoints the Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Guarantor or in the Agent’s own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or useful to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the Guarantor, without notice to or assent by the Guarantor, to do the following: (a) upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State and as fully and completely as though the Agent were the absolute owner thereof for all purposes, and to do, at the Guarantor’s expense, at any time, or from time to time, all acts and things which the Agent deems necessary or useful to protect, preserve or realize upon the Collateral and the Agent’s security interest therein, in order to effect the intent of this Agreement, all no less fully and effectively as the Guarantor might do, including, without limitation, (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, state or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to the Guarantor, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Agent so elects, with a view to causing the liquidation of assets of the issuer of any such securities and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (b) to the extent that the Guarantor’s authorization given in Section 3 is not sufficient, to file such financing statements with respect hereto, with or without the Guarantor’s signature, or a photocopy of this Agreement in substitution for a financing statement, as the Agent may deem appropriate and to execute in the Guarantor’s name such financing statements and amendments thereto and continuation statements which may require the Guarantor’s signature.

Appointment and Powers of Agent. The Guarantor Each Grantor hereby irrevocably constitutes and appoints the Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the Guarantor name of such Grantor or in the Agent’s its own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments that which may be necessary or useful desirable to accomplish the purposes of this Agreement Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives said attorneys the Agent the power and right, on behalf of the Guarantorsuch Grantor, without notice to or assent by the Guarantorsuch Grantor, to do any or all of the following: (a) upon in the occurrence name of such Grantor or its own name, or otherwise, take possession of and during endorse and collect any checks, drafts, notes, acceptances or other instruments for the continuance payment of an Event moneys due under any Receivable or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of Defaultlaw or equity or otherwise deemed appropriate by the Agent for the purpose of collecting any and all such moneys due under any Receivable or with respect to any other Collateral whenever payable; (b) in the case of any Intellectual Property, generally execute and deliver, and have recorded, any and all agreements, instruments, documents and papers as the Agent may request to evidence the Security Interest in such Intellectual Property and the goodwill and general intangibles of such Grantor relating thereto or represented thereby; (c) pay or discharge taxes and Liens levied or placed on or threatened against the Collateral, effect any repairs or provide any insurance and pay all or any part of the premiums therefor and the costs thereof; (d) execute, in connection with any sale provided for in Section 13, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral; (e) exercise all rights of such Grantor as owner of the Pledged Securities or as party to any partnership, limited liability company or similar agreement, including, without limitation, the right to sign any and all amendments, instruments, certificates, proxies, and other writings and exercise all voting and consent rights with respect to the Pledged Securities; (1) direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly to the Agent or as the Agent shall direct; (2) ask or demand for, collect, and receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral; (3) sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, notices and other documents in connection with any of the Collateral; (4) commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any portion thereof and to enforce any other right in respect of any Collateral; (5) defend any suit, action or proceeding brought against such Grantor with respect to any Collateral; (6) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or releases as the Agent may deem appropriate; (7) assign any Copyright, Patent or Trademark (along with the goodwill of the business to which any such Copyright, Patent or Trademark pertains) throughout the world for such term or terms, on such conditions, and in such manner, as the Agent shall in its sole discretion determine; and (8) generally, sell, transfer, pledge, pledge and make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State and as fully and completely as though the Agent were the absolute owner thereof for all purposes, and to do, at the GuarantorAgent’s option and such Grantor’s expense, at any time, or from time to time, all acts and things which the Agent deems necessary or useful to protect, preserve or realize upon the Collateral and the Agent’s security interest therein, in order Security Interest therein and to effect the intent of this Agreement, all no less as fully and effectively as the Guarantor such Grantor might do, including, without limitation, (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, state or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to the Guarantor, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Agent so elects, with a view to causing the liquidation of assets of the issuer of any such securities and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (bg) to the extent that the Guarantorsuch Grantor’s authorization given in Section 3 4 is not sufficient, to file such financing statements or similar documents under the laws of any jurisdiction with respect hereto, with or without the Guarantorsuch Grantor’s signature, or a photocopy of this Agreement in substitution for a financing statementstatement or such other document, as the Agent may deem appropriate and to execute in the Guarantorsuch Grantor’s name such financing statements statements, other such documents and amendments thereto and continuation statements which may require the Guarantorsuch Grantor’s signature. Anything in this Section 12.01 to the contrary notwithstanding, the Agent agrees that it will not exercise any rights under the power of attorney provided for in this Section 12.01 (other than under paragraph (g) of this Section 12.01) unless an Event of Default shall have occurred and be continuing.

Appointment and Powers of Agent. The Guarantor hereby irrevocably constitutes and appoints the Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Guarantor or in the Agent’s own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or useful to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the Guarantor, without notice to or assent by the Guarantor, to do the following: (a) upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State and as fully and completely as though the Agent were the absolute owner thereof for all purposes, and to do, at the Guarantor’s expense, at any time, or from time to time, all acts and things which the Agent Lender deems necessary or useful to protect, preserve or realize upon the Collateral and the Agent’s security interest therein, in order to effect the intent of this Agreement, all no less fully and effectively as the Guarantor might do, including, without limitation, (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, state or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to the Guarantor, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Agent so elects, with a view to causing the liquidation of assets of the issuer of any such securities and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (b) to the extent that the Guarantor’s authorization given in Section §3 is not sufficient, to file such financing statements with respect hereto, with or without the Guarantor’s signature, or a photocopy of this Agreement in substitution for a financing statement, as the Agent may deem appropriate and to execute in the Guarantor’s name such financing statements and amendments thereto and continuation statements which may require the Guarantor’s signature.

Appointment and Powers of Agent. The Guarantor Company hereby irrevocably constitutes and appoints the Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorneyattorneys-in-fact with full irrevocable power and authority in the place and stead of the Guarantor Company or in the Agent’s 's own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or useful to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the GuarantorCompany, without notice to or assent by the GuarantorCompany, to do the following: (a) upon the occurrence and during the continuance of a Default or an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State and as fully and completely as though the Agent were the absolute owner thereof for all purposes, and to do, at the Guarantor’s Company's expense, at any time, or from time to time, all acts and things which the Agent deems necessary or useful to protect, preserve or realize upon the Collateral and the Agent’s 's security interest therein, in order to effect the intent of this Agreement, all no less fully and effectively as the Guarantor Company might do, including, without limitation, (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, state or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to the GuarantorCompany, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Agent so elects, with a view to causing the liquidation of assets of the issuer of any such securities and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (b) to the extent that the Guarantor’s Company's authorization given in Section 3 Sec.3 is not sufficient, to file such financing statements with respect hereto, with or without the Guarantor’s Company's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Agent may deem appropriate and to execute in the Guarantor’s Company's name such financing statements and amendments thereto and continuation statements which may require the Guarantor’s Company's signature.

Appointment and Powers of Agent. The Guarantor Each Grantor hereby irrevocably constitutes and appoints the Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the Guarantor name of such Grantor or in the Agent’s its own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments that which may be necessary or useful desirable to accomplish the purposes of this Agreement Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives said attorneys the Agent the power and right, on behalf of the Guarantorsuch Grantor, without notice to or assent by the Guarantorsuch Grantor, to do any or all of the following: (a) upon in the occurrence name of such Grantor or its own name, or otherwise, take possession of and during endorse and collect any checks, drafts, notes, acceptances or other instruments for the continuance payment of an Event moneys due under any Receivable or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of Defaultlaw or equity or otherwise deemed appropriate by the Agent for the purpose of collecting any and all such moneys due under any Receivable or with respect to any other Collateral whenever payable; (b) in the case of any Intellectual Property, generally execute and deliver, and record or have recorded, any and all agreements, instruments, documents and papers as the Agent may request to evidence the Security Interest in such Intellectual Property, and the goodwill and General Intangibles of such Grantor relating thereto or represented thereby; (c) pay or discharge taxes and Liens levied or placed on or threatened against the Collateral, effect any repairs or provide any insurance and pay all or any part of the premiums therefor and the costs thereof; (d) execute, in connection with any sale provided for in Section 12, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral; (e) exercise all rights of such Grantor as owner of the Pledged Securities or as party to any partnership, limited liability company or similar agreement, including, without limitation, the right to sign any and all amendments, instruments, certificates, proxies, and other writings and exercise all voting and consent rights with respect to the Pledged Securities; (1) direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly to the Agent or as the Agent shall direct; (2) ask or demand for, collect, and receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral; (3) sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, notices and other documents in connection with any of the Collateral; (4) commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any portion thereof and to enforce any other right in respect of any Collateral; (5) defend any suit, action or proceeding brought against such Grantor with respect to any Collateral; (6) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or releases as the Agent may deem appropriate; (7) assign any Copyright, Patent or Trademark (along with the goodwill of the business to which any such Copyright, Patent or Trademark pertains) throughout the world for such term or terms, on such conditions, and in such manner, as the Agent shall in its sole discretion determine; and (8) generally, sell, transfer, pledge, pledge and make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State and as fully and completely as though the Agent were the absolute owner thereof for all purposes, and to do, at the GuarantorAgent’s option and such Grantor’s expense, at any time, or from time to time, all acts and things which the Agent deems necessary or useful to protect, preserve or realize upon the Collateral and the Agent’s security interest therein, in order Security Interest therein and to effect the intent of this Agreement, all no less as fully and effectively as the Guarantor such Grantor might do, including, without limitation, (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, state or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to the Guarantor, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Agent so elects, with a view to causing the liquidation of assets of the issuer of any such securities and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (bg) to the extent that the Guarantorsuch Grantor’s authorization given in Section 3 is not sufficient, to file such financing statements or similar documents under the laws of any jurisdiction with respect hereto, with or without the Guarantorsuch Grantor’s signature, or a photocopy of this Agreement in substitution for a financing statementstatement or such other document, as the Agent may deem appropriate and to execute in the Guarantorsuch Grantor’s name such financing statements statements, other such documents and amendments thereto and continuation statements which may require the Guarantorsuch Grantor’s signature. Anything in this Section 11.01 to the contrary notwithstanding, the Agent agrees that it will not exercise any rights under the power of attorney provided for in this Section 11.01 (other than under paragraph (g) of this Section 11.01) unless an Event of Default shall have occurred and be continuing.

Appointment and Powers of Agent. The Guarantor Company hereby irrevocably constitutes and appoints the Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorneyattorneys-in-fact with full irrevocable power and authority in the place and stead of the Guarantor Company or in the Agent’s 's own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or useful desirable to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the GuarantorCompany, without notice to or assent by the GuarantorCompany, to do the following: (a) upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State Commonwealth of Massachusetts and as fully and completely as though the Agent were the absolute owner thereof for all purposes, and to do, do at the Guarantor’s Company' expense, at any time, or from time to time, all acts and things which the Agent deems necessary or useful to protect, preserve or realize upon the Collateral and the Agent’s 's security interest therein, in order to effect the intent of this Agreement, all no less as fully and effectively as the Guarantor Company might do, including, without limitation, (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, state federal or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to the GuarantorCompany, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Agent so elects, with a view to causing the liquidation in a commercially reasonable manner of assets of the issuer of any such securities and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (b) to the extent that the Guarantor’s authorization given in Section 3 is not sufficient, to file such financing statements with respect hereto, with or without the Guarantor’s Company's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Agent may deem appropriate and to execute in the Guarantor’s Company's name such financing statements and amendments thereto and continuation statements which may require the Guarantor’s Company's signature.

Appointment and Powers of Agent. The Guarantor Each Pledgor hereby irrevocably constitutes and appoints the Administrative Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorneyattorneys-in-fact with full irrevocable power and authority in the place and stead of the Guarantor such Pledgor or in the Administrative Agent’s own name, for the purpose of carrying out the terms of this Credit Agreement, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or useful to accomplish the purposes of this Credit Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the Guarantorsuch Pledgor, without notice to or assent by the Guarantorsuch Pledgor, to do the following: (a) upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State and as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes, and to do, at the Guarantoreach Pledgor’s expense, at any time, or from time to time, all acts and things which the Administrative Agent deems necessary or useful to protect, preserve or realize upon the Collateral and the Administrative Agent’s security interest therein, in order to effect the intent of this Credit Agreement, all no less fully and effectively as the Guarantor each Pledgor might do, including, without limitation, (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, state or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to the Guarantorapplicable Pledgor, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Administrative Agent so elects, with a view to causing the liquidation of assets of the issuer of any such securities and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (b) to the extent that the Guarantorany Pledgor’s authorization given in Section §3 is not sufficient, to file such financing statements with respect hereto, with or without the Guarantorsuch Pledgor’s signature, or a photocopy of this Credit Agreement in substitution for a financing statement, as the Administrative Agent may deem appropriate and to execute in the Guarantorsuch Pledgor’s name such financing statements and amendments thereto and continuation statements which may require the Guarantorsuch Pledgor’s signature.

Appointment and Powers of Agent. The Guarantor Borrower hereby irrevocably constitutes and appoints the Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Guarantor Borrower or in the Agent’s own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or useful to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the GuarantorBorrower, without notice to or assent by the GuarantorBorrower, to do the following: (a) upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State and as fully and completely as though the Agent were the absolute owner thereof for all purposes, and to do, at the GuarantorBorrower’s expense, at any time, or from time to time, all acts and things which the Agent deems necessary or useful to protect, preserve or realize upon the Collateral and the Agent’s security interest therein, in order to effect the intent of this Agreement, all no less fully and effectively as the Guarantor Borrower might do, including, without limitation, (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, state or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to the GuarantorBorrower, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Agent so elects, with a view to causing the liquidation of assets of the issuer of any such securities and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (b) to the extent that the GuarantorBorrower’s authorization given in Section §3 is not sufficient, to file such financing statements with respect hereto, with or without the GuarantorBorrower’s signature, or a photocopy of this Agreement in substitution for a financing statement, as the Agent may deem appropriate and to execute in the GuarantorBorrower’s name such financing statements and amendments thereto and continuation statements which may require the GuarantorBorrower’s signature.

Appointment and Powers of Agent. The Guarantor Borrower hereby irrevocably constitutes and appoints the Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Guarantor Borrower or in the Agent’s own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or useful to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the GuarantorBorrower, without notice to or assent by the GuarantorBorrower, to do the following: (a) upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State and as fully and completely as though the Agent were the absolute owner thereof for all purposes, and to do, at the GuarantorBorrower’s expense, at any time, or from time to time, all acts and things which the Agent deems necessary or useful to protect, preserve or realize upon the Collateral and the Agent’s security interest therein, in order to effect the intent of this Agreement, all no less fully and effectively as the Guarantor Borrower might do, including, without limitation, (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, state or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to the GuarantorBorrower, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Agent so elects, with a view to causing the liquidation of assets of the issuer of any such securities and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (b) to the extent that the GuarantorBorrower’s authorization given in Section 3 is not sufficient, to file such financing statements with respect hereto, with or without the GuarantorBorrower’s signature, or a photocopy of this Agreement in substitution for a financing statement, as the Agent may deem appropriate and to execute in the GuarantorBorrower’s name such financing statements and amendments thereto and continuation statements which may require the GuarantorBorrower’s signature.

Appointment and Powers of Agent. The Guarantor Upon the occurrence and during the continuation of an Event of Default, each Grantor hereby irrevocably constitutes and appoints the Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the Guarantor name of such Grantor or in the Agent’s its own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments that which may be necessary or useful desirable to accomplish the purposes of this Agreement Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives said attorneys the Agent the power and right, on behalf of the Guarantorsuch Grantor, without notice to or assent by the Guarantorsuch Grantor, to do any or all of the following: (a) upon in the occurrence name of such Grantor or its own name, or otherwise, take possession of and during endorse and collect any checks, drafts, notes, acceptances or other instruments for the continuance payment of an Event moneys due under any Receivable or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of Defaultlaw or equity or otherwise deemed appropriate by the Agent for the purpose of collecting any and all such moneys due under any Receivable or with respect to any other Collateral whenever payable; (b) in the case of any Intellectual Property, generally execute and deliver, and record or have recorded, any and all agreements, instruments, documents and papers as the Agent may request to evidence the Security Interest in such Intellectual Property, and the goodwill and General Intangibles of such Grantor relating thereto or represented thereby; (c) pay or discharge taxes and Liens levied or placed on or threatened against the Collateral, effect any repairs or provide any insurance and pay all or any part of the premiums therefor and the costs thereof; (d) execute, in connection with any sale provided for in Section 13, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral; (e) exercise all rights of such Grantor as owner of the Pledged Securities or as party to any partnership, limited liability company or similar agreement, including, without limitation, the right to sign any and all amendments, instruments, certificates, proxies, and other writings and exercise all voting and consent rights with respect to the Pledged Securities; (1) direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly to the Agent or as the Agent shall direct; (2) ask or demand for, collect, and receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral; (3) sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, notices and other documents in connection with any of the Collateral; (4) commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any portion thereof and to enforce any other right in respect of any Collateral; (5) defend any suit, action or proceeding brought against such Grantor with respect to any Collateral; (6) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or releases as the Agent may deem appropriate; (7) assign any Copyright, Patent or Trademark (along with the goodwill of the business to which any such Copyright, Patent or Trademark pertains) throughout the world for such term or terms, on such conditions, and in such manner, as the Agent shall in its sole discretion determine; and (8) generally, sell, transfer, pledge, pledge and make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State and as fully and completely as though the Agent were the absolute owner thereof for all purposes, and to do, at the GuarantorAgent’s option and such Grantor’s expense, at any time, or from time to time, all acts and things which the Agent deems necessary or useful to protect, preserve or realize upon the Collateral and the Agent’s security interest therein, in order Security Interest therein and to effect the intent of this Agreement, all no less as fully and effectively as the Guarantor such Grantor might do, including, without limitation, (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, state or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to the Guarantor, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Agent so elects, with a view to causing the liquidation of assets of the issuer of any such securities and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (bg) to the extent that the Guarantorsuch Grantor’s authorization given in Section 3 4 is not sufficient, to file such financing statements or similar documents under the laws of any jurisdiction with respect hereto, with or without the Guarantorsuch Grantor’s signature, or a photocopy of this Agreement in substitution for a financing statementstatement or such other document, as the Agent may deem appropriate and to execute in the Guarantorsuch Grantor’s name such financing statements statements, other such documents and amendments thereto and continuation statements which may require the Guarantorsuch Grantor’s signature. Anything in this Section 12.01 to the contrary notwithstanding, the Agent agrees that it will not exercise any rights under the power of attorney provided for in this Section 12.01 (other than under paragraph (g) of this Section 12.01) unless an Event of Default shall have occurred and be continuing.

Appointment and Powers of Agent. The Guarantor Each of the Companies hereby irrevocably constitutes and appoints the Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorneyattorneys-in-fact with full irrevocable power and authority in the place and stead of the Guarantor such Company or in the Agent’s 's own name, for the purpose of carrying out the terms of this Agreement, . to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or useful desirable to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, . on behalf of the Guarantorsuch Company, without notice to or assent by the Guarantorsuch Company, to do the following: (a) upon the occurrence and during the continuance of a Default or an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State Commonwealth of Massachusetts and as fully and completely as though the Agent were the absolute owner thereof for all purposes, purposes and to do, do at the Guarantor’s such Company's expense, at any time, or from time to time, all acts and things which the Agent deems necessary or useful to protect, preserve or realize upon the Collateral and the Agent’s 's security interest therein, in order to effect the intent of this Agreement, all no less as fully and effectively as the Guarantor such Company might do, including, without limitation, (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, state federal or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to the Guarantorsuch Company, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Agent so elects, with a view to causing the liquidation in a commercially reasonable manner of assets of the issuer of any such securities and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (b) to the extent that the Guarantor’s authorization given in Section 3 is not sufficient, to file such financing statements with respect hereto, with or without the Guarantor’s such Company's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Agent may deem appropriate and to execute in the Guarantor’s such Company's name such financing statements and amendments thereto and continuation statements which may require the Guarantor’s such Company's signature.

Appointment and Powers of Agent. The Guarantor Debtor hereby irrevocably constitutes and appoints the Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorneyattorneys-in-fact with full irrevocable power and authority in the place and stead of the Guarantor Debtor, or in the Agent’s own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or useful desirable to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the GuarantorDebtor, without notice to or assent by the GuarantorDebtor, to do the following: (a) upon 11.1.1 Upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State or applicable law and as fully and completely as though the Agent were the absolute owner thereof for all purposes, and to do, do at the GuarantorDebtor’s expense, at any time, or from time to time, all acts and things which the Agent deems necessary or useful to protect, preserve or realize upon the Collateral and the Agent’s security interest therein, in order to effect the intent of this Agreement, all no less as fully and effectively as the Guarantor Debtor might do, including, without limitation, (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, state or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to the Guarantor, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Agent so elects, with a view to causing the liquidation of assets of the issuer of any such securities and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (b) to 11.1.2 To the extent that the GuarantorDebtor’s authorization given in Section 3 Article III is not sufficient, to file such financing statements with respect hereto, with or without the GuarantorDebtor’s signature, or a photocopy of this Agreement in substitution for a financing statement, as the Agent may deem appropriate and to execute in the GuarantorDebtor’s name such financing statements and amendments thereto and continuation statements which may require the GuarantorDebtor’s signature.

Appointment and Powers of Agent. The Guarantor Each of the Borrowers hereby irrevocably constitutes and appoints the Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorneyattorneys-in-fact with full irrevocable power and authority in the place and stead of the Guarantor such Borrower or in the Agent’s 's own name, for the purpose of carrying out the terms of this Security Agreement, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or useful desirable to accomplish the purposes of this Security Agreement and, without limiting the generality of the foregoing, and hereby gives said attorneys the power and right, on behalf of the Guarantorsuch Borrower, without notice to or assent by the Guarantorsuch Borrower, to do the following: (a) upon the occurrence and during the continuance of a Default or an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State Commonwealth of Massachusetts and as fully and completely as though the Agent were the absolute owner thereof for all purposes, and to do, do at the Guarantor’s such Borrower's expense, at any time, or from time to time, all acts and things which the Agent deems necessary or useful to protect, preserve or realize upon the Collateral and the Agent’s 's security interest therein, in order to effect the intent of this Security Agreement, all no less as fully and effectively as the Guarantor such Borrower might do, including, without limitation, (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, state federal or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to the Guarantorsuch Borrower, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Agent so elects, with a view to causing the liquidation in a commercially reasonable manner of assets of the issuer of any such securities and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (b) to the extent that the Guarantor’s authorization given in Section 3 is not sufficient, to file such financing statements with respect hereto, with or without the Guarantor’s such Borrower's signature, or a photocopy of this Security Agreement in substitution for a financing statement, as the Agent may deem appropriate and to execute in the Guarantor’s such Borrower's name such financing statements and amendments thereto and continuation statements which may require the Guarantor’s such Borrower's signature.

Appointment and Powers of Agent. The Guarantor Borrower hereby ------------------------------- irrevocably constitutes and appoints the Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-attorneys- in-fact with full irrevocable power and authority in the place and stead of the Guarantor Borrower or in the Agent’s 's own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or useful desirable to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the GuarantorBorrower, without notice to or assent by the GuarantorBorrower, to do the following: : (a) upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State The Commonwealth of Massachusetts and as fully and completely as though the Agent were the absolute owner thereof for all purposes, and to do, do at the Guarantor’s Borrower' expense, at any time, or from time to time, all acts and things which the Agent deems necessary or useful to protect, preserve or realize upon the Collateral and the Agent’s 's security interest therein, in order to effect the intent of this Agreement, all no less as fully and effectively as the Guarantor Borrower might do, including, without limitation, (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, state federal or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to the GuarantorBorrower, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Agent so elects, with a view to causing the liquidation in a commercially reasonable manner of assets of the issuer of any such securities and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (b) to the extent that the Guarantor’s authorization given in Section 3 is not sufficient, to file such financing statements with respect hereto, with or without the Guarantor’s signature, or a photocopy of this Agreement in substitution for a financing statement, as the Agent may deem appropriate and to execute in the Guarantor’s name such financing statements and amendments thereto and continuation statements which may require the Guarantor’s signature.

Appointment and Powers of Agent. The Guarantor Company hereby irrevocably ------------------------------- constitutes and appoints the Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorneyattorneys-in-fact with full irrevocable power and authority in the place and stead of the Guarantor Company or in the Agent’s 's own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or useful desirable to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the GuarantorCompany, without notice to or assent by the GuarantorCompany, to do the following: (a) upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State Commonwealth of Massachusetts and as fully and completely as though the Agent were the absolute owner thereof for all purposes, and to do, do at the Guarantor’s Company' expense, at any time, or from time to time, all acts and things which the Agent deems necessary or useful to protect, preserve or realize upon the Collateral and the Agent’s 's security interest therein, in order to effect the intent of this Agreement, all no less as fully and effectively as the Guarantor Company might do, including, without limitation, (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, state federal or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to the GuarantorCompany, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Agent so elects, with a view to causing the liquidation in a commercially reasonable manner of assets of the issuer of any such securities and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (b) to the extent that the Guarantor’s authorization given in Section 3 is not sufficient, to file such financing statements with respect hereto, with or without the Guarantor’s Company's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Agent may deem appropriate and to execute in the Guarantor’s Company's name such financing statements and amendments thereto and continuation statements which may require the Guarantor’s Company's signature.

Appointment and Powers of Agent. The Guarantor Each Debtor hereby irrevocably constitutes and appoints the Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorneyattorneys-in-fact with full irrevocable power and authority in the place and stead of the Guarantor such Debtor or in the Agent’s own name, for the purpose of carrying out the terms of this Security Agreement, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or useful to accomplish the purposes of this Security Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the Guarantorsuch Debtor, without notice to or assent by the Guarantorsuch Debtor, to do the following: (a) upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State and as fully and completely as though the Agent were the absolute owner thereof for all purposes, and to do, at the Guarantorsuch Debtor’s expense, at any time, or from time to time, all acts and things which the Agent deems necessary or useful to protect, preserve or realize upon the Collateral and the Agent’s Secured Parties’ security interest therein, in order to effect the intent of this Security Agreement, all no less at least as fully and effectively as the Guarantor such Debtor might do, including, without limitation, (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, state state, local or local other agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to the Guarantorsuch Debtor, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Agent so elects, with a view to causing the liquidation of assets of the issuer of any such securities securities, and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (b) to the extent that the Guarantorsuch Debtor’s authorization given in Section 3 2.3 is not sufficient, to file such financing statements with respect hereto, with or without the Guarantorsuch Debtor’s signature, or a photocopy of this Security Agreement in substitution for a financing statement, as the Agent may deem appropriate and to execute in the Guarantorsuch Debtor’s name such financing statements and amendments thereto and continuation statements which may require the Guarantorsuch Debtor’s signature.

Appointment and Powers of Agent. The Guarantor Each of the Borrowers ----------- --- ------ -- ----- hereby irrevocably constitutes and appoints the Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorneyattorneys-in-fact with full irrevocable power and authority in the place and stead of the Guarantor such Borrower or in the Agent’s 's own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments that may be reasonably necessary or useful desirable to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the Guarantorsuch Borrower, without notice to or assent by the Guarantorsuch Borrower, to do the following: (a) upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State Commonwealth of Massachusetts and as fully and completely as though the Agent were the absolute owner thereof for all purposes, and to do, do at the Guarantor’s such Borrower's expense, at any time, or from time to time, all acts and things which the Agent reasonably deems necessary or useful to protect, preserve or realize upon the Collateral and the Agent’s 's security interest therein, in order to effect the intent of this Agreement, all no less as fully and effectively as the Guarantor such Borrower might do, including, without limitation, (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, state or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to the Guarantor, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Agent so elects, with a view to causing the liquidation of assets of the issuer of any such securities and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (b) to the extent that the Guarantor’s authorization given in Section 3 is not sufficient, to file such financing statements with respect hereto, with or without the Guarantor’s such Borrower's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Agent may deem appropriate and to execute in the Guarantor’s such Borrower's name such financing statements and amendments thereto and continuation statements which may require the Guarantor’s such Borrower's signature.

Appointment and Powers of Agent. The Guarantor Company hereby irrevocably constitutes and appoints the Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorneyattorneys-in-fact with full irrevocable power and authority in the place and stead of the Guarantor Company or in the Agent’s 's own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or useful desirable to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the GuarantorCompany, without notice to or assent by the GuarantorCompany, to do the following: (a) upon the occurrence and during the continuance of a Default or an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Massachusetts Uniform Commercial Code of the State and as fully and completely as though the Agent were the absolute owner thereof for all purposes, and to do, do at the Guarantor’s Company' expense, at any time, or from time to time, all acts and things which the Agent deems necessary or useful to protect, preserve or realize upon the Collateral and the Agent’s 's security interest therein, in order to effect the intent of this Agreement, all no less as fully and effectively as the Guarantor Company might do, including, without limitation, (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, state federal or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to the GuarantorCompany, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Agent so elects, with a view to causing the liquidation in a commercially reasonable manner of assets of the issuer of any such securities and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (b) to the extent that the Guarantor’s authorization given in Section 3 is not sufficientpermitted by applicable law, to file such financing statements with respect hereto, with or without the Guarantor’s Company's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Agent may deem appropriate and to execute in the Guarantor’s Company's name such financing statements and amendments thereto and continuation statements which may require the Guarantor’s Company's signature.

Appointment and Powers of Agent. The Guarantor Indiana LP hereby irrevocably ------------------------------- constitutes and appoints the Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorneyattorneys-in-fact with full irrevocable power and authority in the place and stead of the Guarantor Indiana LP or in the Agent’s 's own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or useful desirable to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the GuarantorIndiana LP, without notice to or assent by the GuarantorIndiana LP, to do the following: (a) upon the occurrence and during the continuance of a Default or an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State Commonwealth of Massachusetts and as fully and completely as though the Agent were the absolute owner thereof for all purposes, and to do, do at the Guarantor’s Indiana LP's expense, at any time, or from time to time, all acts and things which the Agent deems necessary or useful to protect, preserve or realize upon the Collateral and the Agent’s 's security interest therein, in order to effect the intent of this Agreement, all no less as fully and effectively as the Guarantor Indiana LP might do, including, without limitation, (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, state federal or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to the GuarantorIndiana LP, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Agent so elects, with a view to causing the liquidation in a commercially reasonable manner of assets of the issuer of any such securities and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (b) to the extent that the Guarantor’s authorization given in Section 3 is not sufficient, to file such financing statements with respect hereto, with or without the Guarantor’s Indiana LP's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Agent may deem appropriate and to execute in the Guarantor’s Indiana LP's name such financing statements and amendments thereto and continuation statements which may require the Guarantor’s Indiana LP's signature.

Appointment and Powers of Agent. The Guarantor AmeriKing hereby irrevocably ------------------------------- constitutes and appoints the Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorneyattorneys-in-fact with full irrevocable power and authority in the place and stead of the Guarantor AmeriKing or in the Agent’s 's own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or useful desirable to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the GuarantorAmeriKing, without notice to or assent by the GuarantorAmeriKing, to do the following: (a) upon the occurrence and during the continuance of a Default or an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State Commonwealth of Massachusetts and as fully and completely as though the Agent were the absolute owner thereof for all purposes, and to do, do at the Guarantor’s AmeriKing's expense, at any time, or from time to time, all acts and things which the Agent deems necessary or useful to protect, preserve or realize upon the Collateral and the Agent’s 's security interest therein, in order to effect the intent of this Agreement, all no less as fully and effectively as the Guarantor AmeriKing might do, including, without limitation, (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, state federal or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to the GuarantorAmeriKing, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Agent so elects, with a view to causing the liquidation in a commercially reasonable manner of assets of the issuer of any such securities and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (b) to the extent that the Guarantor’s authorization given in Section 3 is not sufficient, to file such financing statements with respect hereto, with or without the Guarantor’s AmeriKing's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Agent may deem appropriate and to execute in the Guarantor’s AmeriKing's name such financing statements and amendments thereto and continuation statements which may require the Guarantor’s AmeriKing's signature.

Appointment and Powers of Agent. The Guarantor Each of the Companies hereby irrevocably constitutes and appoints the Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorneyattorneys-in-fact with full irrevocable power and authority in the place and stead of the Guarantor such Company or in the Agent’s 's own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or useful desirable to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the Guarantorsuch Company, without notice to or assent by the Guarantorsuch Company, to do the following: : (a) upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State Commonwealth of Massachusetts and as fully and completely as though the Agent were the absolute owner thereof for all purposes, and to do, do at the Guarantor’s Companies' expense, at any time, or from time to time, all acts and things which the Agent deems necessary or useful to protect, preserve or realize upon the Collateral and the Agent’s 's security interest therein, in order to effect the intent of this Agreement, all no less as fully and effectively as the Guarantor such Company might do, including, without limitation, (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, state federal or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to the GuarantorCompanies, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Agent so elects, with a view to causing the liquidation in a commercially reasonable manner of assets of the issuer of any such securities and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and and (b) to the extent that the Guarantor’s authorization given in Section 3 is not sufficient, to file such financing statements with respect hereto, with or without the Guarantor’s such Company's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Agent may deem appropriate and to execute in the Guarantor’s such Company's name such financing statements and amendments thereto and continuation statements which may require the Guarantor’s such Company's signature.

Appointment and Powers of Agent. The Guarantor Borrower hereby irrevocably constitutes and appoints the Agent and any officer or agent (for purposes hereof) thereof, with full power of substitution, as its true and lawful attorneyattorneys-in-fact with full irrevocable power and authority in the place and stead of the Guarantor Borrower or in the Agent’s own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or useful to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the GuarantorBorrower, without notice to or assent by the GuarantorBorrower, to do the following: (a) upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State or any other relevant jurisdiction and as fully and completely as though the Agent were the absolute owner thereof for all purposes, and to do, at the GuarantorBorrower’s expense, at any time, or from time to time, all acts and things which the Agent reasonably deems necessary or useful to protect, preserve or realize upon the Collateral and the Agent’s security interest therein, therein or in order to effect the intent of this Agreement, all no less fully and effectively as the Guarantor Borrower might do, including, without limitation, including (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, state or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to the GuarantorBorrower, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Agent so elects, with a view to causing the liquidation of assets of the issuer of any such securities and (iiiii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (b) to the extent that the GuarantorBorrower’s authorization given in Section 3 is not sufficient, to file such financing statements with respect hereto, with or without the GuarantorBorrower’s signature, or a photocopy of this Agreement in substitution for a financing statement, as the Agent may deem appropriate and to execute in the GuarantorBorrower’s name such financing statements and amendments thereto and continuation statements which may require the GuarantorBorrower’s signature.

Appointment and Powers of Agent. The Guarantor Each Pledgor hereby irrevocably constitutes and appoints the Administrative Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorneyattorneys-in-fact with full irrevocable power and authority in the place and stead of the Guarantor such Pledgor or in the Administrative Agent’s own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or useful to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the Guarantorsuch Pledgor, without notice to or assent by the Guarantorsuch Pledgor, to do the following: (a) upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State and as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes, and to do, at the Guarantoreach Pledgor’s expense, at any time, or from time to time, all acts and things which the Administrative Agent deems necessary or useful to protect, preserve or realize upon the Collateral and the Administrative Agent’s security interest therein, in order to effect the intent of this Agreement, all no less fully and effectively as the Guarantor each Pledgor might do, including, without limitation, (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, state or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to the Guarantorapplicable Pledgor, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Administrative Agent so elects, with a view to causing the liquidation of assets of the issuer of any such securities and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (b) to the extent that the Guarantorany Pledgor’s authorization given in Section §3 is not sufficient, to file such financing statements with respect hereto, with or without the Guarantorsuch Pledgor’s signature, or a photocopy of this Agreement in substitution for a financing statement, as the Administrative Agent may deem appropriate and to execute in the Guarantorsuch Pledgor’s name such financing statements and amendments thereto and continuation statements which may require the Guarantorsuch Pledgor’s signature.

Appointment and Powers of Agent. The Guarantor Each of the Companies hereby irrevocably constitutes and appoints the Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorneyattorneys-in-fact with full irrevocable power and authority in the place and stead of the Guarantor such Company or in the Agent’s 's own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or useful desirable to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the Guarantorsuch Company, without notice to or assent by the Guarantorsuch Company, to do the following: (a) upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code as in effect in the Commonwealth of the State Massachusetts and as fully and completely as though the Agent were the absolute owner thereof for all purposes, and to do, do at the Guarantor’s such Company's expense, at any time, or from time to time, all acts and things which the Agent deems necessary or useful to protect, preserve or realize upon the Collateral and the Agent’s 's security interest therein, in order to effect the intent of this Agreement, all no less as fully and effectively as the Guarantor such Company might do, including, without limitation, (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, state federal or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to the Guarantorsuch Company, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Agent so elects, with a view to causing the liquidation in a commercially reasonable manner of assets of the issuer of any such securities and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (b) to the extent that the Guarantor’s authorization given in Section 3 is not sufficient, to file such financing statements with respect hereto, with or without the Guarantor’s such Company's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Agent may deem appropriate and to execute in the Guarantor’s such Company's name such financing statements and amendments thereto and continuation statements which may require the Guarantor’s such Company's signature.

Appointment and Powers of Agent. The Guarantor Each of the Subsidiaries ------------------------------- hereby irrevocably constitutes and appoints the Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorneyattorneys-in-fact with full irrevocable power and authority in the place and stead of the Guarantor such Subsidiary or in the Agent’s 's own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or useful desirable to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the Guarantorsuch Subsidiary, without notice to or assent by the Guarantorsuch Subsidiary, to do the following: : (a) upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State The Commonwealth of Massachusetts and as fully and completely as though the Agent were the absolute owner thereof for all purposes, and to do, do at the Guarantor’s such Subsidiary's expense, at any time, or from time to time, all acts and things which the Agent deems necessary or useful to protect, preserve or realize upon the Collateral and the Agent’s 's security interest therein, in order to effect the intent of this Agreement, all no less as fully and effectively as the Guarantor such Subsidiary might do, including, without limitation, (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, state federal or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to the Guarantorsuch Subsidiary, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Agent so elects, with a view to causing the liquidation in a commercially reasonable manner of assets of the issuer of any such securities and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (b) to the extent that the Guarantor’s authorization given in Section 3 is not sufficient, to file such financing statements with respect hereto, with or without the Guarantor’s signature, or a photocopy of this Agreement in substitution for a financing statement, as the Agent may deem appropriate and to execute in the Guarantor’s name such financing statements and amendments thereto and continuation statements which may require the Guarantor’s signature.

Appointment and Powers of Agent. The Guarantor Company hereby irrevocably constitutes and appoints the Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorneyattorneys-in-fact with full irrevocable power and authority in the place and stead of the Guarantor Company or in the Agent’s 's own name, for the purpose of carrying out the terms of this Agreement, at any time during an Event of Default and upon acceleration of the Obligations (i) to take any and all appropriate action and (ii) to execute any and all documents and instruments that may be necessary or useful desirable to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the GuarantorCompany, without notice to or assent by the GuarantorCompany, to do the following: : (a) upon the occurrence and during the continuance of an Event of DefaultDefault and upon acceleration of the Obligations, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State of New York and as fully and completely as though the Agent were the absolute owner thereof for all purposes, and to do, do at the Guarantor’s Company' expense, at any time, or from time to time, all acts and things which the Agent deems necessary or useful to protect, preserve or realize upon the Collateral and the Agent’s 's security interest therein, in order to effect the intent of this Agreement, all no less as fully and effectively as the Guarantor Company might do, including, without limitation, (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, state federal or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to the GuarantorCompany, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Agent so elects, with a view to causing the liquidation in a commercially reasonable manner of assets of the issuer of any such securities and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and and (b) to the extent that the Guarantor’s authorization given in Section 3 is not sufficient, to file such financing statements with respect hereto, with or without the Guarantor’s Company's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Agent may deem appropriate and to execute in the Guarantor’s Company's name such financing statements and amendments thereto and continuation statements which may require the Guarantor’s Company's signature, and shall provide the Company with evidence and confirmation of such filing.

Appointment and Powers of Agent. The Guarantor Each Company hereby irrevocably constitutes and appoints the Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorneyattorneys-in-fact with full irrevocable power and authority in the place and stead of the Guarantor such Company or in the Agent’s 's own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or useful desirable to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the Guarantorsuch Company, without notice to or assent by the Guarantorany Company, to do the following:following (it being agreed that no such Person shall exercise such power except during the continuation of an Event of Default): (a) upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State Commonwealth of Massachusetts and as fully and completely as though the Agent were the absolute owner thereof for all purposes, and to do, do at the Guarantor’s such Company' expense, at any time, or from time to time, all acts and things which the Agent deems necessary or useful to protect, preserve or realize upon the Collateral and the Agent’s 's security interest therein, in order to effect the intent of this Agreement, all no less as fully and effectively as the Guarantor such Company might do, including, without limitation, (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, state federal or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, processes and (ii) upon written notice to the Guarantor, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Agent so elects, with a view to causing the liquidation of assets of the issuer of any such securities and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (b) to the extent that the Guarantor’s authorization given in Section 3 is not sufficient, to file such financing statements with respect hereto, with or without the Guarantor’s such Company's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Agent may deem appropriate and to execute in the Guarantor’s such Company's name such financing statements and amendments thereto and continuation statements which may require the Guarantor’s such Company's signature.

Appointment and Powers of Agent. The Guarantor Secured Parties hereby irrevocably constitutes and appoints appoint the Agent their agent hereunder, and hereby authorize the Agent to take such action on their behalf and to exercise such rights, remedies, powers and privileges hereunder as are specifically authorized to be exercised by the Agent by the terms hereof, together with such rights, remedies, powers and privileges as are reasonably incidental thereto. NFC has appointed the Agent its "Beneficiary" under and for the purposes of the Master Collateral Agency Agreement. The parties hereto agree that the Agent shall not be required to exercise any officer discretion or agent thereoftake any action or refrain from taking any action in its capacity as Beneficiary for the Secured Parties and NFC, with full power but shall only be required to act or refrain from acting in such capacity (and shall be fully protected in so acting or refraining from acting) upon the instruction of substitutionthe Required Liquidity Providers or NFC, as the case may be, as provided herein. The Agent may execute any of its true duties as agent hereunder by or through agents or employees and lawful attorney-in-fact shall be entitled to retain experts and to act in reliance upon the advice of such experts concerning all matters pertaining to the agencies hereby created and its duties hereunder, and shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with full irrevocable power the advice of such experts selected by it. The relationship between the Agent, and authority in the place and stead each of the Guarantor Secured Parties is that of agent and principal only, and nothing herein shall be deemed to constitute the Agent a trustee for any of the Secured Parties or in impose on the Agent’s own nameAgent any obligations other than those for which express provision is made herein. If the Agent receives unclear or conflicting instructions, for it shall be entitled to refrain from taking action until clear or non-conflicting instructions are received, but shall inform the purpose instructing party or parties promptly of carrying out its decision to refrain from taking such action. Except as required by the specific terms of this Collateral Agreement, the Agent shall have no duty to exercise any rights, power, remedy or privilege granted to it hereby, or to take any affirmative action hereunder or thereunder, unless directed to do so by the Required Liquidity Providers (and all appropriate shall be fully protected in acting or refraining from acting pursuant to such directions which shall be binding on the Secured Parties), and shall not, without the prior approval of the Required Liquidity Providers, waive any default on the part of NFC, National or the Manufacturers with respect to the Assigned Collateral or amend, modify, supplement or terminate, or agree to any surrender of, this Collateral Agreement or the Assigned Collateral. Notwithstanding anything herein to the contrary, the Agent shall not be required to take any action which the Agent has reasonably determined that a reasonable likelihood exists that such action will expose the Agent to personal or financial liability, unless indemnified to its satisfaction, or which is contrary to this Collateral Agreement, or any other agreement or instrument relating to the Assigned Collateral or applicable law. None of the Secured Parties nor any of its or their respective directors, officers, employees or agents, shall be liable to any Secured Party or any other Person for any action taken or omitted to be taken by it or them hereunder, or in connection herewith, except for its or their own gross negligence or willful misconduct; nor (except for its own due execution and delivery thereof) shall the Agent be responsible to execute any and all documents and instruments that may be necessary Secured Party for the validity, effectiveness, value, sufficiency or useful to accomplish the purposes enforceability against National or NFC of this Collateral Agreement andor any other document furnished pursuant hereto or in connection herewith (including the Master Collateral Agency Agreement), without or of the Assigned Collateral (or any part thereof), the Eligible Investments (or any part thereof) or the Deposited Funds (or any part thereof). Without limiting the generality of the foregoing, hereby gives said attorneys the power Agent: (i) makes no warranty or representation to any Secured Party and rightshall not be responsible to any Secured Party for any statements, on behalf warranties or representations made by any other Person in or in connection with this Collateral Agreement, the Loan Agreement, the Repurchase Programs, the Liquidity Agreement, the Master Collateral Agency Agreement, the A Support Reimbursement Agreement, the B Support Letter of Credit Reimbursement Agreement or any other document relating to the Guarantor, without notice Assigned Collateral; and (ii) shall not have any duty to ascertain or assent by to inquire as to the Guarantor, to do the following: (a) upon the occurrence and during the continuance performance or observance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the terms, covenants or conditions of this Collateral Agreement, the A Support Reimbursement Agreement, the B Support Letter of Credit Reimbursement Agreement, the Loan Agreement, the Repurchase Programs, the Liquidity Agreement, the Master Collateral Agency Agreement or any other agreements or instruments relating to the Assigned Collateral on the part of any party hereto or thereto or to inspect any books and records relating to the Assigned Collateral other than as it determines necessary in such manner as is consistent with the Uniform Commercial Code fulfillment of its own obligations hereunder. The Agent shall be entitled to rely on any communication, instrument, paper or other document reasonably believed by it to be genuine and correct and to have been given, signed or sent by the State proper Person or Persons. The Agent shall be entitled to assume that no Amortization Event or Loan Event of Default shall have occurred and as fully be continuing and completely as though that the Agent were the absolute owner thereof for all purposesAccounts, and any funds on deposit in or to dothe credit of such Accounts, at the Guarantor’s expenseare not subject to any writ, at any timeorder, judgment, warrant of attachment, execution or from time to timesimilar process (collectively a "writ"), all acts and things which the Agent deems necessary or useful to protect, preserve or realize upon the Collateral and the Agent’s security interest therein, in order to effect the intent of this Agreement, all no less fully and effectively as the Guarantor might do, including, without limitation, unless (i) in the filing and prosecuting case of registration and transfer applications with any writ, an officer in the appropriate federal, state asset finance department of the Agent has actual knowledge thereof or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon the Agent has received written notice to from the Guarantor, Liquidity Agent or National under the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Agent so elects, with a view to causing the liquidation of assets Loan Agreement or any of the issuer of any such securities and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (b) to the extent B Support Credit Enhancers that the Guarantor’s authorization given in Section 3 is not sufficient, to file such financing statements with respect hereto, with Majority Banks or without the Guarantor’s signature, or a photocopy of this Agreement in substitution for a financing statementB Support Credit Enhancers, as the case may be, consider that such an Amortization Event or Loan Event of Default has occurred or such writ has been issued and continues to be in effect, which notice specifies the nature thereof. The Agent may deem accept deposits from, lend money to and generally engage in any kind of business with NFC, any Manufacturer, National and their respective affiliates as if it were not the agent of the Liquidity Lenders, the Support Credit Enhancers and the Holders of Commercial Paper Notes. The Agent shall have the right to refrain from taking any action under Article VI hereof unless it has received written directions from the appropriate and parties to execute in the Guarantor’s name take such financing statements and amendments thereto and continuation statements which may require the Guarantor’s signatureaction.

Appointment and Powers of Agent. (a) The Guarantor Secured ------------------------------- Parties hereby irrevocably constitutes and appoints appoint the Agent their agent hereunder, and hereby authorize the Agent to take such action on their behalf and to exercise such rights, remedies, powers and privileges hereunder as are specifically authorized to be exercised by the Agent by the terms hereof, together with such rights, remedies, powers and privileges as are reasonably incidental thereto. The parties hereto agree that the Agent shall not be required to exercise any officer discretion or agent thereoftake any action or refrain from taking any action in its capacity hereunder, with full power but shall only be required to act or refrain from acting in such capacity (and shall be fully protected in so acting or refraining from acting) upon the instruction of substitutionthe Majority Banks, Xxxxx or Leasco as the case may be, as provided herein. The Agent may execute any of its true duties as agent hereunder by or through agents or employees and lawful attorney-in-fact shall be entitled to retain experts and to act in reliance upon the advice of such experts concerning all matters pertaining to the agencies hereby created and its duties hereunder, and shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with full irrevocable power the advice of such experts selected by it. The relationship between the Agent, and authority in the place and stead each of the Guarantor Secured Parties is that of agent and principal only, and nothing herein shall be deemed to constitute the Agent a trustee for any of the Secured Parties or in impose on the Agent’s own nameAgent any obligations other than those for which express provision is made herein. (b) If the Agent receives unclear or conflicting instructions, for it shall be entitled to refrain from taking action until clear or non-conflicting instructions are received, but shall inform the purpose instructing party or parties promptly of carrying out its decision to refrain from taking such action. Except as required by the specific terms of this Agreement, the Agent shall have no duty to exercise any rights, power, remedy or privilege granted to it hereby, or to take any affirmative action hereunder or thereunder, unless directed to do so by the Majority Banks (and all appropriate shall be fully protected in acting or refraining from acting pursuant to such directions which shall be binding on the Secured Parties), and shall not, without the prior approval of the Majority Banks, waive any default on the part of Xxxxx or Leasco with respect to the Collateral or amend, modify, supplement or terminate, or agree to any surrender of, this Agreement or the Collateral. Notwithstanding anything herein to the contrary, the Agent shall not be required to take any action which the Agent has reasonably determined that a reasonable likelihood exists that such action will expose the Agent to personal or financial liability, unless indemnified to its satisfaction, or which is contrary to this Agreement, or any other agreement or instrument relating to the Collateral or applicable law. (c) None of the Secured Parties nor any of its or their respective directors, officers, employees or agents, shall be liable to any Secured Party or any other Person for any action taken or omitted to be taken by it or them hereunder, or in connection herewith, except for its or their own gross negligence or wilful misconduct; nor (except for its own due execution and delivery thereof) shall the Agent be responsible to execute any and all documents and instruments that may be necessary Secured Party for the validity, effectiveness, value, sufficiency or useful to accomplish the purposes enforceability against Leasco or Xxxxx of this Agreement andor any other document furnished pursuant hereto or in connection herewith , without or of the Collateral (or any part thereof), the Eligible investments (or any part thereof) or the Deposited Funds (or any part thereof) except to the extent arising out of its own gross negligence or wilful misconduct. Without limiting the generality of the foregoing, hereby gives said attorneys the power Agent: (i) makes no warranty or representation to any Secured Party and rightshall not be responsible to any Secured Party for any statements, on behalf warranties or representations made by any other Person in or in connection with this Agreement, the Loan Agreement, the Liquidity Agreement or any other document relating to the Collateral; and (ii) shall not have any duty to ascertain or to inquire as to the performance or observance of the Guarantor, without notice to or assent by the Guarantor, to do the following: (a) upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State and as fully and completely as though the Agent were the absolute owner thereof for all purposesterms, and to do, at the Guarantor’s expense, at any time, covenants or from time to time, all acts and things which the Agent deems necessary or useful to protect, preserve or realize upon the Collateral and the Agent’s security interest therein, in order to effect the intent conditions of this Agreement, all the Loan Agreement, or any other agreements or instruments relating to the Collateral on the part of any party hereto or thereto or to inspect any books or records relating to the Collateral other than as it determines necessary in the fulfillment of its own obligations hereunder. (d) The Agent shall be entitled to rely on any communication, instrument, paper or other document reasonably believed by it to be genuine and correct and to have been given, signed or sent by the proper Person or Persons. The Agent shall be entitled to assume (unless it has actual knowledge to the contrary) that no less fully Amortization Event or Loan Event of Default shall have occurred and effectively as be continuing and that the Guarantor might doAccounts, includingand any funds on deposit in or to the credit of such Accounts, without limitationare not subject to any writ, order, judgment, warrant of attachment, execution or similar process (collectively a "write"), unless (i) in the filing and prosecuting case of registration and transfer applications with any writ, an officer in the appropriate federal, state asset finance department of the Agent has actual knowledge thereof or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon the Agent has received written notice from the Liquidity Agent or Leasco under the Loan Agreement that the Majority Banks consider that such an Amortization Event or Loan Event of Default has occurred or such writ has been issued and continues to the Guarantor, the exercise of voting rights with respect to voting securitiesbe in effect, which rights notice specifies the nature thereof. The Agent may be exercisedaccept deposits from, lend money to and generally engage in any kind of business with Xxxxx, Leasco, TRS and their respective affiliates as if it were not the Agent so elects, with a view to causing the liquidation of assets agent of the issuer Liquidity Lenders and the Holders of Commercial Paper Notes. The Agent shall have the right to refrain from taking any action under Article VI hereof unless it has received written directions from the appropriate parties to take such securities and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (b) to the extent that the Guarantor’s authorization given in Section 3 is not sufficient, to file such financing statements with respect hereto, with or without the Guarantor’s signature, or a photocopy of this Agreement in substitution for a financing statement, as the Agent may deem appropriate and to execute in the Guarantor’s name such financing statements and amendments thereto and continuation statements which may require the Guarantor’s signatureaction.

Appointment and Powers of Agent. The Guarantor Company hereby ------------------------------- irrevocably constitutes and appoints the Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-attorneys- in-fact with full irrevocable power and authority in the place and stead of the Guarantor Company or in the Agent’s 's own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or useful desirable to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the GuarantorCompany, without notice to or assent by the GuarantorCompany, to do the following: (a) upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State Commonwealth of Massachusetts and as fully and completely as though the Agent were the absolute owner thereof for all purposes, and to do, do at the Guarantor’s Company' expense, at any time, or from time to time, all acts and things which the Agent deems necessary or useful to protect, preserve or realize upon the Collateral and the Agent’s 's security interest therein, in order to effect the intent of this Agreement, all no less as fully and effectively as the Guarantor Company might do, including, without limitation, (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, state federal or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to the GuarantorCompany, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Agent so elects, with a view to causing the liquidation in a commercially reasonable manner of assets of the issuer of any such securities and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (b) to the extent that the Guarantor’s authorization given in Section 3 is not sufficient, to file such financing statements with respect hereto, with or without the Guarantor’s Company's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Agent may deem appropriate and to execute in the Guarantor’s Company's name such financing statements and amendments thereto and continuation statements which may require the Guarantor’s Company's signature.

Appointment and Powers of Agent. The Guarantor Borrower hereby ------------------------------- irrevocably constitutes and appoints the Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-attorneys- in-fact with full irrevocable power and authority in the place and stead of the Guarantor Borrower or in the Agent’s 's own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or useful desirable to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the GuarantorBorrower, without notice to or assent by the GuarantorBorrower, to do the following: (a) upon the occurrence and during the continuance of a Default or an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State Commonwealth of Massachusetts and as fully and completely as though the Agent were the absolute owner thereof for all purposes, and to do, do at the Guarantor’s Borrower's expense, at any time, or from time to time, all acts and things which the Agent deems necessary or useful to protect, preserve or realize upon the Collateral and the Agent’s 's security interest therein, in order to effect the intent of this Agreement, all no less as fully and effectively as the Guarantor Borrower might do, including, without limitation, (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, state federal or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to the GuarantorBorrower, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Agent so elects, with a view to causing the liquidation in a commercially reasonable manner of assets of the issuer of any such securities and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (b) to the extent that the Guarantor’s authorization given in Section 3 is not sufficient, to file such financing statements with respect hereto, with or without the Guarantor’s Borrower's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Agent may deem appropriate and to execute in the Guarantor’s Borrower's name such financing statements and amendments thereto and continuation statements which may require the Guarantor’s Borrower's signature.

Appointment and Powers of Agent. The Guarantor Holdings hereby irrevocably ------------------------------- constitutes and appoints the Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorneyattorneys-in-fact with full irrevocable power and authority in the place and stead of the Guarantor Holdings or in the Agent’s 's own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or useful desirable to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the GuarantorHoldings, without notice to or assent by the GuarantorHoldings, to do the following: (a) upon the occurrence and during the continuance of a Default or an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State Commonwealth of Massachusetts and as fully and completely as though the Agent were the absolute owner thereof for all purposes, and to do, do at the Guarantor’s Holdings' expense, at any time, or from time to time, all acts and things which the Agent deems necessary or useful to protect, preserve or realize upon the Collateral and the Agent’s 's security interest therein, in order to effect the intent of this Agreement, all no less as fully and effectively as the Guarantor Holdings might do, including, without limitation, (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, state federal or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to the GuarantorHoldings, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Agent so elects, with a view to causing the liquidation in a commercially reasonable manner of assets of the issuer of any such securities and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (b) to the extent that the Guarantor’s authorization given in Section 3 is not sufficient, to file such financing statements with respect hereto, with or without the Guarantor’s Holdings' signature, or a photocopy of this Agreement in substitution for a financing statement, as the Agent may deem appropriate and to execute in the Guarantor’s Holdings' name such financing statements and amendments thereto and continuation statements which may require the Guarantor’s Holdings' signature.

Appointment and Powers of Agent. The Guarantor Company hereby irrevocably constitutes and appoints the Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorneyattorneys-in-fact with full irrevocable power and authority in the place and stead of the Guarantor Company or in the Agent’s 's own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or useful to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the GuarantorCompany, without notice to or assent by the GuarantorCompany, to do the following: (a) upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State and as fully and completely as though the Agent were the absolute owner thereof for all purposes, and to do, at the Guarantor’s Company's expense, at any time, or from time to time, all acts and things which the Agent deems necessary or useful to protect, preserve or realize upon the Collateral and the Agent’s 's security interest therein, in order to effect the intent of this Agreement, all no less fully and effectively as the Guarantor Company might do, including, without limitation, (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, state or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to the GuarantorCompany, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Agent so elects, with a view to causing the liquidation of assets of the issuer of any such securities and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (b) to the extent that the Guarantor’s Company's authorization given in Section 3 is not sufficient, to file such financing statements with respect hereto, with or without the Guarantor’s Company's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Agent may deem appropriate and to execute in the Guarantor’s Company's name such financing statements and amendments thereto and continuation statements which may require the Guarantor’s Company's signature.

Appointment and Powers of Agent. The Guarantor Each Company hereby ------------------------------- irrevocably constitutes and appoints the Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-attorneys- in-fact with full irrevocable power and authority in the place and stead of the Guarantor such Company or in the Agent’s 's own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or useful desirable to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the Guarantorsuch Company, without notice to or assent by the Guarantorsuch Company, to do the following: (a) upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State Commonwealth of Massachusetts and as fully and completely as though the Agent were the absolute owner thereof for all purposes, and to do, do at the Guarantor’s such Company' expense, at any time, or from time to time, all acts and things which the Agent deems necessary or useful to protect, preserve or realize upon the Collateral and the Agent’s 's security interest therein, in order to effect the intent of this Agreement, all no less as fully and effectively as the Guarantor such Company might do, including, without limitation, (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, state federal or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to the Guarantorsuch Company, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Agent so elects, with a view to causing the liquidation in a commercially reasonable manner of assets of the issuer of any such securities and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (b) to the extent that the Guarantor’s authorization given in Section 3 is not sufficient, to file such financing statements with respect hereto, with or without the Guarantor’s such Company's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Agent may deem appropriate and to execute in the Guarantor’s such Company's name such financing statements and amendments thereto and continuation statements which may require the Guarantor’s such Company's signature.

Appointment and Powers of Agent. The Guarantor Borrower hereby irrevocably ------------------------------- irrevocable constitutes and appoints the Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-attorneys- in-fact with full irrevocable power and authority in the place and stead of the Guarantor Borrower or in the Agent’s 's own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or useful desirable to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the GuarantorBorrower, without notice to or assent by the Guarantor, Borrower to do the following: (a) upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State The Commonwealth of Massachusetts and as fully and completely as though the Agent were the absolute owner thereof for all purposes, and to do, do at the Guarantor’s Borrower' expense, at any time, or from time to time, all acts and things which the Agent deems necessary or useful to protect, preserve or realize upon the Collateral and the Agent’s 's security interest therein, in order to effect the intent of this Agreement, all no less as fully and effectively as the Guarantor Borrower might do, including, without limitation, (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, state federal or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to the GuarantorBorrower, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Agent so elects, with a view to causing the liquidation in a commercially reasonable manner of assets of the issuer of any such securities and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (b) to the extent that the Guarantor’s authorization given in Section 3 is not sufficient, to file such financing statements with respect hereto, with or without the Guarantor’s Borrower's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Agent may deem appropriate and to execute in the Guarantor’s Borrower's name such financing statements and amendments thereto and continuation statements which may require the Guarantor’s Borrower's signature.

Appointment and Powers of Agent. The Guarantor Each Grantor hereby irrevocably constitutes and appoints the Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the Guarantor name of such Grantor or in the Agent’s its own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments that which may be necessary or useful desirable to accomplish the purposes of this Agreement Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives said attorneys the Agent the power and right, on behalf of the Guarantorsuch Grantor, without notice to or assent by the Guarantorsuch Grantor, to do any or all of the following: (a) upon in the occurrence name of such Grantor or its own name, or otherwise, take possession of and during endorse and collect any checks, drafts, notes, acceptances or other instruments for the continuance payment of an Event moneys due under any Receivable or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of Defaultlaw or equity or otherwise deemed appropriate by the Agent for the purpose of collecting any and all such moneys due under any Receivable or with respect to any other Collateral whenever payable; (b) in the case of any Intellectual Property, generally execute and deliver, and have recorded, any and all agreements, instruments, documents and papers as the Agent may request to evidence the Security Interest in such Intellectual Property and the goodwill and general intangibles of such Grantor relating thereto or represented thereby; (c) pay or discharge taxes and Liens levied or placed on or threatened against the Collateral, effect any repairs or provide any insurance and pay all or any part of the premiums therefor and the costs thereof; (d) execute, in connection with any sale provided for in Section 13, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral; (e) exercise all rights of such Grantor as owner of the Pledged Securities or as party to any partnership, limited liability company or similar agreement, including, without limitation, the right to sign any and all amendments, instruments, certificates, proxies, and other writings and exercise all voting and consent rights with respect to the Pledged Securities; (1) direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly to the Agent or as the Agent shall direct; (2) ask or demand for, collect, and receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral; (3) sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, notices and other documents in connection with any of the Collateral; (4) commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any portion thereof and to enforce any other right in respect of any Collateral; (5) defend any suit, action or proceeding brought against such Grantor with respect to any Collateral; (6) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or releases as the Agent may deem appropriate; (7) assign any Copyright, Patent or Trademark (along with the goodwill of the business to which any such Copyright, Patent or Trademark pertains) throughout the world for such term or terms, on such conditions, and in such manner, as the Agent shall in its sole discretion determine; and (8) generally, sell, transfer, pledge, pledge and make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State and as fully and completely as though the Agent were the absolute owner thereof for all alt purposes, and to do, at the GuarantorAgent’s option and such Grantor’s expense, at any time, or from time to time, all acts and things which the Agent deems necessary or useful to protect, preserve or realize upon the Collateral and the Agent’s security interest therein, in order Security Interest therein and to effect the intent of this Agreement, all no less as fully and effectively as the Guarantor such Grantor might do, including, without limitation, (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, state or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to the Guarantor, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Agent so elects, with a view to causing the liquidation of assets of the issuer of any such securities and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (bg) to the extent that the Guarantorsuch Grantor’s authorization given in Section 3 4 is not sufficient, to file such financing statements or similar documents under the laws of any jurisdiction with respect hereto, with or without the Guarantorsuch Grantor’s signature, or a photocopy of this Agreement in substitution for a financing statementstatement or such other document, as the Agent may deem appropriate and to execute in the Guarantorsuch Grantor’s name such financing statements statements, other such documents and amendments thereto and continuation statements which may require the Guarantorsuch Grantor’s signature. Anything in this Section 12.01 to the contrary notwithstanding, the Agent agrees that it will not exercise any rights under the power of attorney provided for in this Section. 12.0l (other than under paragraph (g) of this Section 12.01) unless an Event of Default shall have occurred and be continuing.

Appointment and Powers of Agent. The Guarantor Company hereby irrevocably constitutes and appoints the Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorneyattorneys-in-fact with full irrevocable power and authority in the place and stead of the Guarantor Company or in the Agent’s 's own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or useful desirable to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the GuarantorCompany, without notice to or assent by the GuarantorCompany, to do the following:; (a) upon the occurrence and during during, the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State Commonwealth of Massachusetts and as fully and completely as though the Agent were the absolute owner thereof for all purposes, and to do, do at the Guarantor’s Company' expense, at any time, or from time to time, all acts and things which the Agent deems necessary or useful to protect, preserve or realize upon the Collateral and the Agent’s 's security interest therein, in order to effect the intent of this Agreement, all no less as fully and effectively as the Guarantor Company might do, including, without limitation, (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, state federal or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to the GuarantorCompany, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Agent so elects, with a view to causing the liquidation in a commercially reasonable manner of assets of the issuer of any such securities and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (b) to the extent that the Guarantor’s authorization given in Section 3 is not sufficient, to file such financing statements with respect hereto, with or without the Guarantor’s Company's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Agent may deem appropriate and to execute in the Guarantor’s Company's name such financing statements and amendments thereto and continuation statements which may require the Guarantor’s Company's signature.

Appointment and Powers of Agent. The Guarantor Each of the Subsidiaries ------------------------------- hereby irrevocably constitutes and appoints the Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorneyattorneys-in-fact with full irrevocable power and authority in the place and stead of the Guarantor such Subsidiary or in the Agent’s 's own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or useful desirable to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the Guarantorsuch Subsidiary, without notice to or assent by the Guarantorsuch Subsidiary, to do the following: (a) upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State The Commonwealth of Massachusetts and as fully and completely as though the Agent were the absolute owner thereof for all purposes, and to do, do at the Guarantor’s such Subsidiary's expense, at any time, or from time to time, all acts and things which the Agent deems necessary or useful to protect, preserve or realize upon the Collateral and the Agent’s 's security interest therein, in order to effect the intent of this Agreement, all no less as fully and effectively as the Guarantor such Subsidiary might do, including, without limitation, (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, state federal or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to the Guarantorsuch Subsidiary, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Agent so elects, with a view to causing the liquidation in a commercially reasonable manner of assets of the issuer of any such securities and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (b) to the extent that the Guarantor’s authorization given in Section 3 is not sufficient, to file such financing statements with respect hereto, with or without the Guarantor’s such Subsidiary's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Agent may deem appropriate and to execute in the Guarantor’s such Subsidiary's name such financing statements and amendments thereto and continuation statements which may require the Guarantor’s such Subsidiary's signature.

Appointment and Powers of Agent. The Guarantor Each Pledgor hereby irrevocably constitutes and appoints the Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorneyattorneys-in-fact with full irrevocable power and authority in the place and stead of the Guarantor such Pledgor or in the Agent’s own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or useful to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the Guarantorsuch Pledgor, without notice to or assent by the Guarantorsuch Pledgor, to do the following: (a) upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State and as fully and completely as though the Agent were the absolute owner thereof for all purposes, and to do, at the Guarantoreach Pledgor’s expense, at any time, or from time to time, all acts and things which the Agent deems necessary or useful to protect, preserve or realize upon the Collateral and the Agent’s security interest therein, in order to effect the intent of this Agreement, all no less fully and effectively as the Guarantor each Pledgor might do, including, without limitation, (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, state or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to the Guarantorapplicable Pledgor, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Agent so elects, with a view to causing the liquidation of assets of the issuer of any such securities and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (b) to the extent that the Guarantorany Pledgor’s authorization given in Section §3 is not sufficient, to file such financing statements with respect hereto, with or without the Guarantorsuch Pledgor’s signature, or a photocopy of this Agreement in substitution for a financing statement, as the Agent may deem appropriate and to execute in the Guarantorsuch Pledgor’s name such financing statements and amendments thereto and continuation statements which may require the Guarantorsuch Pledgor’s signature.

Appointment and Powers of Agent. The Guarantor Borrower hereby irrevocably constitutes and appoints the Agent and any officer or agent (for purposes hereof) thereof, with full power of substitution, as its true and lawful attorneyattorneys-in-fact with full irrevocable power and authority in the place and stead of the Guarantor Borrower or in the Agent’s own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or useful to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the GuarantorBorrower, without notice to or assent by the GuarantorBorrower, to do the following: (a) upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State or any other relevant jurisdiction and as fully and completely as though the Agent were the absolute owner thereof for all purposes, and to do, at the GuarantorBorrower’s expense, at any time, or from time to time, all acts and things which the Agent deems necessary or useful to protect, preserve or realize upon the Collateral and the Agent’s security interest therein, therein or in order to effect the intent of this Agreement, all no less fully and effectively as the Guarantor Borrower might do, including, without limitation, including (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, state or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to the GuarantorBorrower, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Agent so elects, with a view to causing the liquidation of assets of the issuer of any such securities and (iiiii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (b) to the extent that the GuarantorBorrower’s authorization given in Section §3 is not sufficient, to file such financing statements with respect hereto, with or without the GuarantorBorrower’s signature, or a photocopy of this Agreement in substitution for a financing statement, as the Agent may deem appropriate and to execute in the GuarantorBorrower’s name such financing statements and amendments thereto and continuation statements which may require the GuarantorBorrower’s signature.

Appointment and Powers of Agent. The Guarantor Each of the Borrowers hereby irrevocably constitutes and appoints the Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Guarantor Borrowers or in the Agent’s own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or useful to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the GuarantorBorrowers, without notice to or assent by the GuarantorBorrowers, to do the following: (a) upon the occurrence and during the continuance of an Event of Defaultif a Default exist, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State and as fully and completely as though the Agent were the absolute owner thereof for all purposes, and to do, at the Guarantor’s Borrowers’ expense, at any time, or from time to time, all acts and things which the Agent deems necessary or useful to protect, preserve or realize upon the Collateral and the Agent’s security interest therein, in order to effect the intent of this Agreement, all no less fully and effectively as the Guarantor Borrowers might do, including, without limitation, (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, state or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to the GuarantorBorrower’s Representative, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Agent so elects, with a view to causing the liquidation of assets of the issuer of any such securities and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (b) to the extent that the Guarantor’s Borrowers’ authorization given in Section 3 6.2 is not sufficient, to file such financing statements with respect hereto, with or without the Guarantor’s Borrowers’ signature, or a photocopy of this Agreement in substitution for a financing statement, as the Agent may deem appropriate and to execute in the Guarantor’s Borrowers’ name such financing statements and amendments thereto and continuation statements which may require the Guarantor’s Borrowers’ signature.

Appointment and Powers of Agent. The Guarantor Each of the Companies hereby irrevocably constitutes and appoints the Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorneyattorneys-in-fact with full irrevocable power and authority in the place and stead of each of the Guarantor Companies or in the Agent’s 's own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or useful desirable to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of each of the GuarantorCompanies, without notice to or assent by any of the GuarantorCompanies, to do the following: (a) upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State Commonwealth of Massachusetts and as fully and completely as though the Agent were the absolute owner thereof for all purposes, and to do, do at the Guarantor’s Companies' expense, at any time, or from time to time, all acts and things which the Agent deems necessary or useful to protect, preserve or realize upon the Collateral and the Agent’s 's security interest therein, in order to effect the intent of this Agreement, all no less as fully and effectively as each of the Guarantor Companies might do, including, without limitation, (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, state federal or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to each of the GuarantorCompanies, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Agent so elects, with a view to causing the liquidation in a commercially reasonable manner of assets of the issuer of any such securities and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (b) to the extent that the Guarantor’s authorization given in Section 3 is not sufficient, to file such financing statements with respect hereto, with or without the Guarantor’s any Company's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Agent may deem appropriate and to execute in the Guarantor’s any Company's name such financing statements and amendments thereto and continuation statements which may require the Guarantor’s such Company's signature.

Appointment and Powers of Agent. The Guarantor Upon the occurrence and during the continuation of an Event of Default, each Grantor hereby irrevocably constitutes and appoints the Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the Guarantor name of such Grantor or in the Agent’s its own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments that which may be necessary or useful desirable to accomplish the purposes of this Agreement Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives said attorneys the Agent the power and right, on behalf of the Guarantorsuch Grantor, without notice to or assent by the Guarantorsuch Grantor, to do any or all of the following: (a) upon in the occurrence name of such Grantor or its own name, or otherwise, take possession of and during endorse and collect any checks, drafts, notes, acceptances or other instruments for the continuance payment of an Event moneys due under any Receivable or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of Defaultlaw or equity or otherwise deemed appropriate by the Agent for the purpose of collecting any and all such moneys due under any Receivable or with respect to any other Collateral whenever payable; (b) in the case of any Intellectual Property, generally execute and deliver, and record or have recorded, any and all agreements, instruments, documents and papers as the Agent may request to evidence the Security Interest in such Intellectual Property, and the goodwill and General Intangibles of such Grantor relating thereto or represented thereby; (c) pay or discharge taxes and Liens levied or placed on or threatened against the Collateral, effect any repairs or provide any insurance and pay all or any part of the premiums therefor and the costs thereof; (d) execute, in connection with any sale provided for in Section 12, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral; (e) exercise all rights of such Grantor as owner of the Pledged Securities or as party to any partnership, limited liability company or similar agreement, including, without limitation, the right to sign any and all amendments, instruments, certificates, proxies, and other writings and exercise all voting and consent rights with respect to the Pledged Securities; (1) direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly to the Agent or as the Agent shall direct; (2) ask or demand for, collect, and receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral; (3) sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, notices and other documents in connection with any of the Collateral; (4) commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any portion thereof and to enforce any other right in respect of any Collateral; (5) defend any suit, action or proceeding brought against such Grantor with respect to any Collateral; (6) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or releases as the Agent may deem appropriate; (7) assign any Copyright, Patent or Trademark (along with the goodwill of the business to which any such Copyright, Patent or Trademark pertains) throughout the world for such term or terms, on such conditions, and in such manner, as the Agent shall in its sole discretion determine; and (8) generally, sell, transfer, pledge, pledge and make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State and as fully and completely as though the Agent were the absolute owner thereof for all purposes, and to do, at the GuarantorAgent’s option and such Grantor’s expense, at any time, or from time to time, all acts and things which the Agent deems necessary or useful to protect, preserve or realize upon the Collateral and the Agent’s security interest therein, in order Security Interest therein and to effect the intent of this Agreement, all no less as fully and effectively as the Guarantor such Grantor might do, including, without limitation, (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, state or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to the Guarantor, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Agent so elects, with a view to causing the liquidation of assets of the issuer of any such securities and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (bg) to the extent that the Guarantorsuch Grantor’s authorization given in Section 3 is not sufficient, to file such financing statements or similar documents under the laws of any jurisdiction with respect hereto, with or without the Guarantorsuch Grantor’s signature, or a photocopy of this Agreement in substitution for a financing statementstatement or such other document, as the Agent may deem appropriate and to execute in the Guarantorsuch Grantor’s name such financing statements statements, other such documents and amendments thereto and continuation statements which may require the Guarantorsuch Grantor’s signature.

Appointment and Powers of Agent. The Guarantor Borrowers hereby irrevocably constitutes constitute and appoints appoint the Agent and any officer or agent thereof, with full power of substitution, as its their true and lawful attorneyattorneys-in-fact with full irrevocable power and authority in the place and stead of the Guarantor Borrowers or in the Agent’s own name, for the purpose of carrying out the terms of this Security Agreement, to take any and all appropriate action and to execute any and all documents and instruments Instruments that may be necessary or useful desirable to accomplish the purposes of this Security Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the GuarantorBorrowers, without notice to or assent by the GuarantorBorrowers, to do the following: (a) upon the occurrence and during the continuance of an Event of DefaultDefault (wherever used in this document, as defined in the Indenture), subject to the terms of the Intercreditor Agreement, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State and as UCC fully and completely as though the Agent were the absolute owner thereof for all purposes, and to do, do at the Guarantor’s Borrowers’ expense, at any time, or from time to time, all acts and things which the Agent deems necessary or useful to protect, preserve or realize upon the Collateral and the Agent’s security interest therein, in order to effect the intent of this Security Agreement, all no less as fully and effectively as the Guarantor Borrowers might do, including, without limitation, (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, state federal or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to the GuarantorBorrowers, the exercise of voting rights with respect to voting securitiesSecurities, which rights may be exercised, if the Agent so elects, with a view to causing the liquidation in a commercially reasonable manner of assets of the issuer of any such securities Securities and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments Instruments of conveyance or transfer with respect to such Collateral; and (b) to the extent that the Guarantor’s authorization given in Section 3 is not sufficient, to file such financing statements with respect hereto, with or without the Guarantor’s Borrowers’ signature, or a photocopy of this Security Agreement in substitution for a financing statement, as the Agent may deem appropriate and to execute in the Guarantor’s Borrowers’ name such financing statements and amendments thereto and continuation statements which may require the Guarantor’s signatureBorrowers’ signatures.

Appointment and Powers of Agent. The Guarantor Company hereby irrevocably constitutes and appoints the Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorneyattorneys-in-fact with full irrevocable power and authority in the place and stead of the Guarantor Company or in the Agent’s 's own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or useful desirable to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the GuarantorCompany, without notice to or assent by the GuarantorCompany, to do the following: (a) upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State Commonwealth of Massachusetts and as fully and completely as though the Agent were the absolute owner thereof for all purposes, and to do, do at the Guarantor’s Company's expense, at any time, or from time to time, all acts and things which the Agent deems necessary or useful to protect, preserve or realize upon the Collateral and the Agent’s 's security interest therein, in order to effect the intent of this Agreement, all no less as fully and effectively as the Guarantor Company might do, including, without limitation, (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, state or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to the Guarantor, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Agent so elects, with a view to causing the liquidation of assets of the issuer of any such securities and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (b) to the extent that the Guarantor’s authorization given in Section 3 is not sufficient, to file such financing statements with respect hereto, with or without the Guarantor’s Company's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Agent may deem appropriate and to execute in the Guarantor’s Company's name such financing statements and amendments thereto and continuation statements which may require the Guarantor’s Company's signature.

Appointment and Powers of Agent. The Guarantor Each Bank hereby irrevocably constitutes designates and appoints Agent as its agent hereunder and hereby authorizes Agent to execute and deliver or accept, on behalf of each of the Agent Banks, the Loan Documents and any officer other documents, instruments, and agreements related thereto or hereto and to take such action on its behalf and to exercise such rights, remedies, powers, and privileges hereunder as are specifically authorized to be exercised by Agent by the terms hereof, together with such rights, remedies, powers, and privileges as are reasonably incidental thereto. Agent may execute any of its respective duties as agent thereofhereunder by or through agents or employees and shall be entitled to retain counsel and to act in reasonable reliance upon the advice of such counsel concerning all matters pertaining to the agencies hereby created and its duties hereunder, and Agent shall not be liable for any action taken or omitted to be taken in accordance with full power the advice of substitution, counsel selected by it. Except as its true and lawful attorney-in-fact with full irrevocable power and authority in required by the place and stead of the Guarantor or in the Agent’s own name, for the purpose of carrying out the specific terms of this Agreement, Agent shall have no duty to exercise any right, power, remedy, or privilege granted to it hereby, or to ascertain whether any Event of Default or Unmatured Event of Default has occurred and is continuing or otherwise to inquire into the performance or observance on the part of Borrower of any term, covenant, condition, or agreement on its part to be performed or observed, or to take any affirmative action hereunder, unless requested or directed to do so by the Majority Banks or all Banks, as provided herein, and all appropriate action and to execute any and all documents and instruments that may be necessary or useful to accomplish the purposes of this Agreement andshall not, without limiting the generality requisite prior approval as provided in Section 11.1 hereof, consent to any departure by Borrower from the terms hereof, waive any default on the part of Borrower hereunder or amend, modify, supplement, or terminate, or agree to any surrender of, this Agreement, the foregoingNotes, hereby gives said attorneys or the power Loan Documents. Agent has and rightshall have the same rights and powers under this Agreement, on behalf of the GuarantorNotes, without notice to or assent by and the Guarantor, to do the following: (a) upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement Loan Documents with respect to or otherwise dispose of or deal with any its pro rata share of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State and as fully and completely as though the Agent were the absolute owner thereof for all purposesRevolving Credit Facility Commitment, Loans, and to do, at the Guarantor’s expense, at any time, or from time to time, all acts and things which the Agent deems necessary or useful to protect, preserve or realize upon the Collateral and the Agent’s security interest therein, in order to effect the intent of this Agreement, all no less fully and effectively as the Guarantor might do, including, without limitation, (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, state or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to the Guarantor, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Agent so elects, with a view to causing the liquidation of assets of the issuer of any such securities and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (b) to the extent that the Guarantor’s authorization given in Section 3 is not sufficient, to file such financing statements with respect hereto, with or without the Guarantor’s signature, or a photocopy of this Agreement in substitution for a financing statement, as the Agent may deem appropriate and to execute in the Guarantor’s name such financing statements and amendments thereto and continuation statements which may require the Guarantor’s signature.Letters of

Appointment and Powers of Agent. The Guarantor hereby irrevocably constitutes and appoints the Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorneyattorneys-in-fact with full irrevocable power and authority in the place and stead of the Guarantor or in the Agent’s 's own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or useful desirable to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the Guarantor, without notice to or assent by the GuarantorGuarantor (it being agreed that no such Person shall exercise such power except during the continuance of an Event of Default), to do the following: (a) upon the occurrence and during the continuance of a Default or an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State PPSA and as fully and completely as though the Agent were the absolute owner thereof for all purposes, and to do, do at the Guarantor’s 's expense, at any time, or from time to time, all acts and things which the Agent deems necessary or useful to protect, preserve or realize upon the Collateral and the Agent’s 's security interest therein, in order to effect the intent of this Agreement, all no less as fully and effectively as the Guarantor might do, including, without limitation, limitation (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, state federal or local agencies or authorities with respect to trademarks, copyrights and ad patentable inventions and processes, processes and (ii) upon written notice to the Guarantor, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Agent so elects, with a view to causing the liquidation of assets of the issuer of any such securities and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (b) to the extent that the Guarantor’s authorization given in Section 3 is not sufficient, to file such financing statements with respect hereto, with or without the Guarantor’s signature, or a photocopy of this Agreement in substitution for a financing statement, as the Agent may deem appropriate and to execute in the Guarantor’s name such financing statements and amendments thereto and continuation statements which may require the Guarantor’s signature.

Appointment and Powers of Agent. The Guarantor AmeriKing Indiana Holdings ------------------------------- hereby irrevocably constitutes and appoints the Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorneyattorneys-in-fact with full irrevocable power and authority in the place and stead of the Guarantor AmeriKing Indiana Holdings or in the Agent’s 's own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or useful desirable to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the GuarantorAmeriKing Indiana Holdings, without notice to or assent by the GuarantorAmeriKing Indiana Holdings, to do the following: (a) upon the occurrence and during the continuance of a Default or an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State Commonwealth of Massachusetts and as fully and completely as though the Agent were the absolute owner thereof for all purposes, and to do, do at the Guarantor’s AmeriKing Indiana Holdings' expense, at any time, or from time to time, all acts and things which the Agent deems necessary or useful to protect, preserve or realize upon the Collateral and the Agent’s 's security interest therein, in order to effect the intent of this Agreement, all no less as fully and effectively as the Guarantor AmeriKing Indiana Holdings might do, including, without limitation, (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, state federal or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to the GuarantorAmeriKing Indiana Holdings, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Agent so elects, with a view to causing the liquidation in a commercially reasonable manner of assets of the issuer of any such securities and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (b) to the extent that the Guarantor’s authorization given in Section 3 is not sufficient, to file such financing statements with respect hereto, with or without the Guarantor’s AmeriKing Indiana Holdings' signature, or a photocopy of this Agreement in substitution for a financing statement, as the Agent may deem appropriate and to execute in the Guarantor’s AmeriKing Indiana Holdings' name such financing statements and amendments thereto and continuation statements which may require the Guarantor’s AmeriKing Indiana Holdings' signature.