Common use of Appointment as Attorney-in-Fact Clause in Contracts

Appointment as Attorney-in-Fact. (a) Each of the Borrower and the Servicer hereby irrevocably constitutes and appoints the Program Agent and any officer or agent thereof, with full power of substitution, effective during the continuation of any Event of Termination, as its true and lawful attorney in fact with full irrevocable power and authority in the place and stead of the Borrower and the Servicer and in the name of the Borrower and the Servicer or in its own name, from time to time in the Program Agent’s discretion, 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 which may be necessary or desirable to accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, each of the Borrower and the Servicer hereby gives the Program Agent the power and right, on behalf of the Borrower and the Servicer, without assent by, but with notice to, the Borrower, if an Event of Termination shall have occurred and be continuing, to do the following: (i) in the name of the Borrower and the Servicer or its own name, or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Optional Contract Debtor Insurance or with respect to any other Collateral and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Program Agent for the purpose of collecting any and all such moneys due under any such Optional Contract Debtor Insurance or with respect to any other Collateral whenever payable; (ii) to pay or discharge taxes and Liens levied or placed on or threatened against the Collateral; and (iii) (A) to direct any party liable for any payment under any Collateral to make payment of any and all moneys due or to become due thereunder directly to the Program Agent or as the Program Agent shall direct; (B) to ask or demand for, collect, 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; (C) to sign and endorse any invoices, assignments, verifications, notices and other documents in connection with any of the Collateral; (D) to 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 thereof and to enforce any other right in respect of any Collateral; (E) to defend any suit, action or proceeding brought against the Borrower with respect to any Collateral; (F) to settle, compromise or adjust any suit, action or proceeding described in clause (E) above and, in connection therewith, to give such discharges or releases as the Program Agent may deem appropriate; and (G) following a Foreclosure Event, generally, to sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Program Agent were the absolute owner thereof for all purposes, and to do, at the Program Agent’s option and the Borrower’s and the Servicer’s expense, at any time, or from time to time, all acts and things which the Program Agent deems necessary to protect, preserve or realize upon the Collateral and the Lien of the Program Agent for the benefit of the Secured Parties thereon and to effect the intent of this Agreement, all as fully and effectively as the Borrower or the Servicer might do. Each of the Borrower and the Servicer hereby ratifies all that such attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable until payment in full of all Borrower Obligations. (b) Each of the Borrower and the Servicer also authorizes the Program Agent, at any time and from time to time, to execute, in connection with the sale provided for in Section 7.02 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral. (c) The powers conferred on the Program Agent are solely to protect the Program Agent’s (for the benefit of the Secured Parties) interests in the Collateral and shall not impose any duty upon the Program Agent to exercise any such powers. The Program Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither the Program Agent nor any of its officers, directors, or employees shall be responsible to the Borrower or the Servicer for any act or failure to act hereunder, except for its own gross negligence or willful misconduct.

Appointment as Attorney-in-Fact. (a) Each of the The Borrower and the Servicer hereby irrevocably constitutes and appoints the Program Administrative Agent and any officer or agent thereof, with full power of substitution, effective during the continuation of any Event of TerminationDefault, as its true and lawful attorney in fact with full irrevocable power and authority in the place and stead of the Borrower and the Servicer and in the name of the Borrower and the Servicer or in its own name, from time to time in the Program Administrative Agent’s discretion, 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 which may be necessary or desirable to accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, each of the Borrower and the Servicer hereby gives the Program Administrative Agent the power and right, on behalf of the Borrower and the ServicerBorrower, without assent by, but with notice to, the Borrower, if an Event of Termination Default shall have occurred and be continuing, to do the following: (i) in the name of the Borrower and the Servicer or its own name, or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Optional Contract Debtor Insurance or with respect to any other Collateral and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Program Administrative Agent for the purpose of collecting any and all such moneys due under any such Optional Contract Debtor Insurance or with respect to any other Collateral whenever payable; (ii) to pay or discharge taxes Taxes and Liens levied or placed on or threatened against the Collateral; and (iii) (A) to direct any party liable for any payment under any Collateral to make payment of any and all moneys due or to become due thereunder directly to the Program Administrative Agent or as the Program Administrative Agent shall direct; (B) to ask or demand for, collect, 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; (C) to sign and endorse any invoices, assignments, verifications, notices and other documents in connection with any of the Collateral; (D) to 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 thereof and to enforce any other right in respect of any Collateral; (E) to defend any suit, action or proceeding brought against the Borrower with respect to any Collateral; (F) to settle, compromise or adjust any suit, action or proceeding described in clause (E) above and, in connection therewith, to give such discharges or releases as the Program Administrative Agent may deem appropriate; and (G) following a Foreclosure Event, generally, to sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Program Administrative Agent were the absolute owner thereof for all purposes, and to do, at the Program Administrative Agent’s option and the Borrower’s and the Servicer’s expense, at any time, or from time to time, all acts and things which the Program Administrative Agent deems necessary to protect, preserve or realize upon the Collateral and the Lien of the Program Administrative Agent for the benefit of the Secured Parties thereon and to effect the intent of this Agreement, all as fully and effectively as the Borrower or the Servicer might do. Each of the The Borrower and the Servicer hereby ratifies all that such attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable until payment in full of all Borrower Obligations. (b) Each of the The Borrower and the Servicer also authorizes the Program Administrative Agent, at any time and from time to time, to execute, in connection with the sale provided for in Section 7.02 7.03 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral. (c) The powers conferred on the Program Administrative Agent are solely to protect the Program Administrative Agent’s (for the benefit of the Secured Parties) interests in the Collateral and shall not impose any duty upon the Program Administrative Agent to exercise any such powers. The Program Administrative Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither the Program Administrative Agent nor any of its officers, directors, or employees shall be responsible to the Borrower or the Servicer for any act or failure to act hereunder, except for its own gross negligence or willful misconduct.

Appointment as Attorney-in-Fact. (a) Each of the Borrower and the Servicer Loan Party hereby irrevocably constitutes and appoints each of the Program Administrative Agent, the Collateral Agent and any officer or agent thereof, with full power of substitution, effective during the continuation of any Event of TerminationDefault, as its true and lawful attorney in fact with full irrevocable power and authority in the place and stead of the Borrower and the Servicer such Loan Party and in the name of the Borrower and the Servicer such Loan Party or in its own name, from time to time in the Program Administrative Agent’s discretion, 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 which may be necessary or desirable to accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, each of the Borrower and the Servicer Loan Party hereby gives the Program Administrative Agent (and the Collateral Agent as directed by the Administrative Agent) the power and right, on behalf of the Borrower and the Servicersuch Loan Party, without assent by, but with notice to, the Borrowersuch Loan Party, if an Event of Termination Default shall have occurred and be continuing, to do the following: (i) in the name of the Borrower and the Servicer such Loan Party or its own name, or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Optional Contract Debtor Insurance or with respect to any other Collateral and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Program Administrative Agent for the purpose of collecting any and all such moneys due under any such Optional Contract Debtor Insurance or with respect to any other Collateral whenever payable; (ii) to pay or discharge taxes and Liens levied or placed on or threatened against the Collateral; and (iii) (A) to direct any party liable for any payment under any Collateral to make payment of any and all moneys due or to become due thereunder directly to the Program Administrative Agent or the Collateral Agent or as the Program Administrative Agent or the Collateral Agent shall direct; (B) to ask or demand for, collect, 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; (C) to sign and endorse any invoices, assignments, verifications, notices and other documents in connection with any of the Collateral; (D) to 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 thereof and to enforce any other right in respect of any Collateral; (E) to defend any suit, action or proceeding brought against the Borrower Loan Parties with respect to any Collateral; (F) to settle, compromise or adjust any suit, action or proceeding described in clause (E) above and, in connection therewith, to give such discharges or releases as the Program Administrative Agent (or the Collateral Agent as directed by the Administrative Agent) may deem appropriate; and (G) following a Foreclosure Event, generally, to sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Program Administrative Agent or the Collateral Agent were the absolute owner thereof for all purposes, and to do, at the Program option of the Administrative Agent (or the Collateral Agent as directed by the Administrative Agent’s option ) and the Borrower’s and the Servicer’s Borrowers’ expense, at any time, or from time to time, all acts and things which the Program Administrative Agent (or the Collateral Agent as directed by the Administrative Agent) deems necessary to protect, preserve or realize upon the Collateral and the Lien of the Program Administrative Agent or the Collateral Agent for the benefit of the Secured Parties thereon and to effect the intent of this Agreement, all as fully and effectively as the Borrower or the Servicer Loan Parties might do. Each of the Borrower and the Servicer The Loan Parties hereby ratifies ratify all that such attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable until payment in full the occurrence of all Borrower Obligationsthe Final Collection Date. (b) Each of the Borrower and the Servicer also authorizes the Program Agent, at any time and from time to time, to execute, in connection with the sale provided for in Section 7.02 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral. (c) The powers conferred on the Program Administrative Agent and the Collateral Agent are solely to protect the Program Administrative Agent’s and the Collateral Agent’s (for the benefit of the Secured Parties) interests in the Collateral and shall not impose any duty upon the Program Administrative Agent to exercise any such powers. The Program Administrative Agent and the Collateral Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither none of the Program Administrative Agent, the Collateral Agent nor or any of its officers, directors, or employees shall be responsible to the Borrower or the Servicer Loan Parties for any act or failure to act hereunder, except for its own gross negligence negligence, bad faith or willful misconduct.

Appointment as Attorney-in-Fact. (a) Each of the Borrower and the Servicer hereby irrevocably constitutes and appoints the Program Agent Lender and any officer or agent thereof, with full power of substitution, effective during the continuation of any Event of Termination, as its true and lawful attorney in fact with full irrevocable power and authority in the place and stead of the Borrower and the Servicer and in the name of the Borrower and the Servicer or in its own name, from time to time in the Program AgentLender’s discretion, 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 which may be necessary or desirable to accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, each of the Borrower and the Servicer hereby gives the Program Agent Lender the power and right, on behalf of the Borrower and the Servicer, without assent by, but with notice to, the Borrower, if an Event of Termination shall have occurred and be continuing, to do the following: (i) in the name of the Borrower and the Servicer or its own name, or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Optional Contract Debtor Insurance or with respect to any other Collateral and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Program Agent Lender for the purpose of collecting any and all such moneys due under any such Optional Contract Debtor Insurance or with respect to any other Collateral whenever payable; (ii) to pay or discharge taxes and Liens levied or placed on or threatened against the Collateral; and (iii) (A) to direct any party liable for any payment under any Collateral to make payment of any and all moneys due or to become due thereunder directly to the Program Agent Lender or as the Program Agent Lender shall direct; (B) to ask or demand for, collect, 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; (C) to sign and endorse any invoices, assignments, verifications, notices and other documents in connection with any of the Collateral; (D) to 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 thereof and to enforce any other right in respect of any Collateral; (E) to defend any suit, action or proceeding brought against the Borrower with respect to any Collateral; (F) to settle, compromise or adjust any suit, action or proceeding described in clause (E) above and, in connection therewith, to give such discharges or releases as the Program Agent Lender may deem appropriate; and (G) following a Foreclosure Event, generally, to sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Program Agent Lender were the absolute owner thereof for all purposes, and to do, at the Program AgentLender’s option and the Borrower’s and the Servicer’s expense, at any time, or from time to time, all acts and things which the Program Agent Lender deems necessary to protect, preserve or realize upon the Collateral and the Lien of the Program Agent Lender for the benefit of the Secured Parties thereon and to effect the intent of this Agreement, all as fully and effectively as the Borrower or the Servicer might do. Each of the Borrower and the Servicer hereby ratifies all that such attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable until payment in full of all Borrower Obligations. (b) Each of the Borrower and the Servicer also authorizes the Program AgentLender, at any time and from time to time, to execute, in connection with the sale provided for in Section 7.02 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral. (c) The powers conferred on the Program Agent Lender are solely to protect the Program AgentLender’s (for the benefit of the Secured Parties) interests in the Collateral and shall not impose any duty upon the Program Agent Lender to exercise any such powers. The Program Agent Lender shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither the Program Agent Lender nor any of its officers, directors, or employees shall be responsible to the Borrower or the Servicer for any act or failure to act hereunder, except for its own gross negligence or willful misconduct.

Appointment as Attorney-in-Fact. (a) Each of the Borrower and the Servicer The Company hereby irrevocably constitutes and appoints (which appointment shall be coupled with an interest) the Program Agent Trustee and any officer or agent thereof, with full power of substitution, effective during the continuation of any Event of Termination, as its true and lawful attorney in attorney-in-fact with full irrevocable power and authority in the place and stead of the Borrower and the Servicer Company and in the name of the Borrower and the Servicer Company or in its own name, from time to time in the Program Agent’s discretion, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate and lawful action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, each of the Borrower and the Servicer Company hereby gives the Program Agent Trustee the power and right, on behalf of the Borrower and the ServicerCompany, without notice to or assent by, but with notice to, by the Borrower, if an Event of Termination shall have occurred and be continuingCompany, to do any or all of the following: (i) in the name of the Borrower and the Servicer or its own name, or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Optional Contract Debtor Insurance or with respect to any other Collateral and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Program Agent for the purpose of collecting any and all such moneys due under any such Optional Contract Debtor Insurance or with respect to any other Collateral whenever payable; (ii) to pay or discharge taxes and Liens levied or placed on or threatened against the Collateral; (ii) execute, in connection with any Asset Sale, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral; and (iii) (A) to 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 Program Agent Trustee or as the Program Agent Trustee shall direct; (B) to 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; (C) to sign and endorse any invoices, assignments, verifications, notices and other documents in connection with any of the Collateral; (D) to 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; (ED) to defend any suit, action or proceeding brought against the Borrower Company with respect to any Collateral; (FE) to settle, compromise or adjust any such suit, action or proceeding described in clause (E) above and, in connection therewith, to give such discharges or releases as the Program Agent Trustee may deem appropriate; and (GF) following a Foreclosure Event, generally, to sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Program Agent Trustee were the absolute owner thereof for all purposes, and to do, at the Program Agent’s Trustee's option and the Borrower’s and the Servicer’s Company's expense, at any time, or from time to time, all acts and things which the Program Agent Trustee deems necessary to protect, preserve or realize upon the Collateral and the Lien of the Program Agent for the benefit of the Secured Parties thereon Trustee's security interest therein and to effect the intent of this Agreement, all as fully and effectively as the Borrower or the Servicer Company might do. Each Anything in this Section 9.01(a) to the contrary notwithstanding, but subject to other provisions of this Agreement, the Trustee agrees that it will not exercise any rights under the power of attorney provided for in this Section 9.01(a) unless an Event of Default has occurred and is continuing. (b) If the Company fails to perform or comply with any of its agreements contained herein, the Trustee, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement. (c) The expenses of the Borrower and Trustee incurred in connection with actions undertaken as provided in this Section 9.01, together with interest thereon at a rate per annum equal to the Servicer rate per annum then borne by the Notes, from the date of payment by the Trustee to the date reimbursed by the Company, shall be payable by the Company to the Trustee on demand. (d) The Company hereby ratifies all that such said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power All powers, authorizations and agencies contained in this Agreement are coupled with an interest and shall be are irrevocable until payment in full of all Borrower Obligations. (b) Each of the Borrower this Agreement is terminated and the Servicer also authorizes the Program Agent, at any time and from time to time, to execute, in connection with the sale provided for in Section 7.02 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateralsecurity interest created hereby are released. (c) The powers conferred on the Program Agent are solely to protect the Program Agent’s (for the benefit of the Secured Parties) interests in the Collateral and shall not impose any duty upon the Program Agent to exercise any such powers. The Program Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither the Program Agent nor any of its officers, directors, or employees shall be responsible to the Borrower or the Servicer for any act or failure to act hereunder, except for its own gross negligence or willful misconduct.

Appointment as Attorney-in-Fact. (a) Each Effective upon the occurrence and during the continuance of an Event of Default, the Borrower and the Servicer Company hereby irrevocably constitutes and appoints the Program Agent Agent, its agents, representatives and any officer or agent thereofdesignees, with full power of substitution, effective during the continuation of any Event of Termination, as its true and lawful attorney in attorney-in-fact with full irrevocable power and authority in the place and stead of the Borrower and the Servicer Company and in the name of the Borrower and the Servicer Company or in its own name, from time to time in the Program Agent’s 's discretion, 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 which may be necessary or desirable to accomplish the purposes of this Agreement, andAgreement (except, without limiting the generality of the foregoing, each that the Agent shall not ratify any of the Borrower and the Servicer hereby gives the Program Agent the its own actions pursuant to this power and right, on behalf of the Borrower and the Servicer, without assent by, but with notice to, the Borrower, if an Event of Termination shall have occurred and be continuing, to do the following:of (i) to ask, demand, collect, receive and give acquittances and receipts for any and all monies due and to become due under any Pledged Collateral and, in the name of the Borrower and the Servicer Company or its own name, name or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys monies due under any Optional Contract Debtor Insurance or with respect to any other Pledged Collateral and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Program Agent for the purpose of collecting any and all such monies due under any Pledged Collateral whenever payable and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Agent for the purpose of collecting any and all such moneys due under any such Optional Contract Debtor Insurance or with respect to any other Pledged Collateral whenever payable;; and (ii) to pay or discharge taxes and Liens taxes, liens, security interests or other encumbrances levied or placed on or threatened against the Pledged Collateral; and (iii) (A) to direct any party liable for any payment under any Collateral to make payment of any and all moneys due or to become due thereunder directly to the Program Agent or as the Program Agent shall direct; (B) to ask or demand for, collect, 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; (C) to sign and endorse any invoices, assignments, verifications, notices and other documents in connection with any of the Collateral; (D) to 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 thereof and to enforce any other right in respect of any Collateral; (E) to defend any suit, action or proceeding brought against the Borrower with respect to any Collateral; (F) to settle, compromise or adjust any suit, action or proceeding described in clause (E) above and, in connection therewith, to give such discharges or releases as the Program Agent may deem appropriate; and (G) following a Foreclosure Event, generally, to sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Program Agent were the absolute owner thereof for all purposes, and to do, at the Program Agent’s option and the Borrower’s and the Servicer’s expense, at any time, or from time to time, all acts and things which the Program Agent deems necessary to protect, preserve or realize upon the Collateral and the Lien of the Program Agent for the benefit of the Secured Parties thereon and to effect the intent of this Agreement, all as fully and effectively as the Borrower or the Servicer might do. Each of the Borrower and the Servicer The Company hereby ratifies all that such attorneys said attorney shall lawfully do or cause to be done by virtue hereof. This hereof and acknowledges that this power of attorney is a power coupled with an interest and shall be irrevocable until payment in full of all Borrower Obligationsirrevocable. (b) Each of the Borrower and the Servicer also authorizes the Program Agent, at any time and from time to time, to execute, in connection with the sale provided for in Section 7.02 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral. (c) The powers conferred on the Program Agent hereunder are solely to protect the Program Agent’s (for 's and the benefit of the Secured Parties) Lenders' interests in the Pledged Collateral and shall not impose any duty upon the Program Agent to exercise any such powers. The Program Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, powers and neither the Program Agent nor any of its officersagents, directors, representatives or employees designees shall be responsible to the Borrower or the Servicer Company for any act or failure to act hereunderact, except for its own any act involving their gross negligence or willful misconduct. (c) Nothing in this Agreement shall authorize the Agent, prior to an Event of Default (i) to participate in the management of or to operate any facility owned or operated by the Company or (ii) to control decisions regarding the disposal or other management of hazardous substances generated, used or handled by the Company or any of its Affiliates.

Appointment as Attorney-in-Fact. (a) Each of the Borrower and the Servicer Debtor hereby irrevocably constitutes and appoints the Program Agent Secured Party and any officer or agent thereof, with full power of substitution, effective during the continuation of any Event of Termination, as its true and lawful attorney in fact attorney-in-fact, with full irrevocable power and authority in the place and stead of the Borrower and the Servicer Debtor and in the name of the Borrower and the Servicer Debtor or in its own name, from time to time in the Program Agent’s discretiondiscretion of the Secured Party, 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 which may be necessary or desirable to accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, each of the Borrower and the Servicer Debtor hereby gives the Program Agent Secured Party the power and right, on behalf of the Borrower and the ServicerDebtor, without notice to or assent by, but with notice to, by the Borrower, if an Event of Termination shall have occurred and be continuingDebtor, to do the following: (ia) in the case of any Account, at any time when the authority of Debtor to collect the Accounts has been curtailed or terminated pursuant hereto, or in the case of any other Collateral, at any time when any Event of Default shall have occurred and be continuing, in the name of the Borrower and the Servicer Debtor or its own name, or otherwise, to take possession of and endorse indorse and collect any checks, drafts, notes, acceptances acceptances, or other instruments for the payment of moneys due under any Optional Contract Debtor Insurance under, or with respect to to, any other Collateral and to file any claim or to take any other action or proceeding Collateral; in any court the name of law or equity Debtor or otherwise deemed appropriate by the Program Agent for the purpose of collecting any and all such moneys due under any such Optional Contract Debtor Insurance or with respect to any other Collateral whenever payable; (ii) to pay or discharge taxes and Liens levied or placed on or threatened against the Collateral; and (iii) (A) to 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 Program Agent Secured Party or as the Program Agent Secured Party shall direct; (B) to ask or demand for, collect, receive payment of of, and receipt for, any and all moneys, claims claims, and other amounts due or to become due at any time in respect of or arising out of any Collateral; ; (Cb) at any time when an Event of Default shall have occurred and be continuing, to prepare, sign, and file financing statements and amendments thereto in the name of Debtor; (c) at any time when an Event of Default shall have occurred and be continuing, to take or cause to be taken all actions necessary to perform or comply or cause performance or compliance with the terms of this Agreement, including, without limitation, actions to pay or discharge taxes and Liens levied or placed on or threatened against the Collateral, to effect any repairs or obtain any insurance called for by the terms of this Agreement, and to pay all or any part of the premiums therefor and the costs thereof; (d) upon the occurrence and during the continuance of any Event of Default, (i) to sign and endorse indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtor, assignments, verifications, notices notices, and other documents in connection with any of the Collateral; , (Dii) to commence and prosecute any suits, actions 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; , (Eiii) to defend any suit, action action, or proceeding brought against the Borrower Debtor with respect to any Collateral; , (Fiv) to settle, compromise compromise, or adjust any suit, action action, or proceeding described in the preceding clause (E) above and, in connection therewith, to give such discharges or releases as the Program Agent Secured Party may deem appropriate; , and (Gv) following a Foreclosure Event, generally, to sell, transfer, pledge sell or transfer and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Program Agent Secured Party were the absolute owner thereof for all purposes, and to do, at the Program Agent’s option of the Secured Party and the Borrower’s and the Servicer’s expenseexpense of Debtor, at any time, or from time to time, all acts and things which the Program Agent Secured Party deems necessary to protect, preserve preserve, or realize upon the Collateral and the Lien of the Program Agent for the benefit Liens of the Secured Parties Party thereon and to effect the intent of this Agreement, all as fully and effectively as the Borrower or the Servicer Debtor might do; and (e) at any time when an Event of Default shall have occurred and be continuing, to execute, in connection with any foreclosure, any endorsements, assignments, or other instruments of conveyance or transfer with respect to the Collateral. Each of the Borrower and the Servicer Debtor hereby ratifies all that such said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable until payment in full of all Borrower Obligationsso long as any Obligation remains outstanding or any Commitment exists. (b) Each of the Borrower and the Servicer also authorizes the Program Agent, at any time and from time to time, to execute, in connection with the sale provided for in Section 7.02 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral. (c) The powers conferred on the Program Agent are solely to protect the Program Agent’s (for the benefit of the Secured Parties) interests in the Collateral and shall not impose any duty upon the Program Agent to exercise any such powers. The Program Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither the Program Agent nor any of its officers, directors, or employees shall be responsible to the Borrower or the Servicer for any act or failure to act hereunder, except for its own gross negligence or willful misconduct.

Appointment as Attorney-in-Fact. Each Borrower hereby irrevocably authorizes and appoints the Agent, or any Person or agent the Agent may designate, as such Borrower's attorney-in-fact, at the Borrowers' cost and expense, to exercise, subject to the limitations set forth in Section 10.2, all of the following powers, which being coupled with an interest, shall be irrevocable until all of the Obligations to the Lenders have been paid and satisfied in full and all of the Commitments have been terminated: (a) Each of the Borrower To receive, take, endorse, sign, assign and the Servicer hereby irrevocably constitutes and appoints the Program Agent and any officer or agent thereofdeliver, with full power of substitution, effective during the continuation of any Event of Termination, as its true and lawful attorney in fact with full irrevocable power and authority in the place and stead of the Borrower and the Servicer and all in the name of the Borrower and Agent, the Servicer Lenders or in its own namesuch Borrower, from time to time in as the Program Agent’s discretioncase may be, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action checks, notes, drafts, and other documents or instruments relating to the Collateral; (b) To receive, open and dispose of all mail addressed to such Borrower and to execute notify postal authorities to change the address for delivery thereof to such address as the Agent may designate; (c) To request at any and all documents and instruments which may be necessary time from customers indebted on Accounts, in the name of such Borrower or desirable to accomplish the purposes of this Agreement, and, without limiting the generality a third party designee of the foregoingAgent, each information concerning the Accounts and the amounts owing thereon; (d) To give customers indebted on Accounts notice of the Borrower and Lenders' interest therein, and/or to instruct such customers to make payment directly to the Servicer hereby gives the Program Agent the power and right, on behalf of the Borrower and the Servicer, without assent by, but with notice to, the for such Borrower, if an Event of Termination shall have occurred and be continuing, to do the following:'s account; (ie) To take or bring, in the name of the Borrower and Agent, the Servicer Lenders or its own namesuch Borrower, all steps, actions, suits or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Optional Contract Debtor Insurance or with respect to any other Collateral and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise proceedings deemed appropriate by the Program Agent for necessary or desirable to enforce or effect collection of the purpose of collecting any and all such moneys due under any such Optional Contract Debtor Insurance or with respect to any other Collateral whenever payable; (ii) to pay or discharge taxes and Liens levied or placed on or threatened against the CollateralAccounts; and (iiif) (A) to direct To file, record and register any party liable for any payment under any Collateral to make payment of any and or all moneys due or to become due thereunder directly to the Program Agent or as the Program Agent shall direct; (B) to ask or demand for, collect, 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; (C) to sign and endorse any invoices, assignments, verifications, notices and other documents in connection with any of the Collateral; (D) to commence and prosecute any suits, actions or proceedings at law or Lenders' security interest in equity in any court of competent jurisdiction to collect the Collateral or any thereof and to enforce any other right in respect of any Collateral; (E) to defend any suit, action or proceeding brought against the Borrower with respect to any Collateral; (F) to settle, compromise or adjust any suit, action or proceeding described in clause (E) above and, in connection therewith, to give such discharges or releases as the Program Agent may deem appropriate; and (G) following a Foreclosure Event, generally, to sell, transfer, pledge and make any agreement with respect to or otherwise deal with any intellectual property of the Collateral as fully and completely as though the Program Agent were the absolute owner thereof for all purposes, and to do, at the Program Agent’s option and the Borrower’s and the Servicer’s expense, at any time, or from time to time, all acts and things which the Program Agent deems necessary to protect, preserve or realize upon the Collateral and the Lien of the Program Agent for the benefit of the Secured Parties thereon and to effect the intent of this Agreement, all as fully and effectively as the Borrower or the Servicer might do. Each of the Borrower and the Servicer hereby ratifies all that such attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable until payment in full of all Borrower Obligations. (b) Each of the Borrower and the Servicer also authorizes the Program Agent, at any time and from time to time, to execute, in connection Borrowers with the sale provided for in Section 7.02 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the CollateralUnited States Patent and Trademark Office. (c) The powers conferred on the Program Agent are solely to protect the Program Agent’s (for the benefit of the Secured Parties) interests in the Collateral and shall not impose any duty upon the Program Agent to exercise any such powers. The Program Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither the Program Agent nor any of its officers, directors, or employees shall be responsible to the Borrower or the Servicer for any act or failure to act hereunder, except for its own gross negligence or willful misconduct.

Appointment as Attorney-in-Fact. Each Borrower hereby irrevocably authorizes and appoints the Agent, or any Person or agent the Agent may designate, as such Borrower’s attorney-in-fact, at the Borrowers’ cost and expense, to exercise, subject to the limitations set forth in Section 10.2, all of the following powers, which being coupled with an interest, shall be irrevocable until all of the Obligations to the Lenders have been paid and satisfied in full and the Existing Commitments have been terminated: (a) Each of the Borrower To receive, take, endorse, sign, assign and the Servicer hereby irrevocably constitutes and appoints the Program Agent and any officer or agent thereofdeliver, with full power of substitution, effective during the continuation of any Event of Termination, as its true and lawful attorney in fact with full irrevocable power and authority in the place and stead of the Borrower and the Servicer and all in the name of the Borrower and Agent, the Servicer Lenders or in its own nameany Borrower, from time to time in as the Program Agent’s discretioncase may be, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action checks, notes, drafts, and other documents or instruments relating to the Collateral; (b) To receive, open and dispose of all mail addressed to any Borrower and to execute notify postal authorities to change the address for delivery thereof to such address as the Agent may designate; (c) To request at any and all documents and instruments which may be necessary time from customers indebted on Accounts, in the name of any Borrower or desirable to accomplish the purposes of this Agreement, and, without limiting the generality a third party designee of the foregoingAgent, each information concerning the Accounts and the amounts owing thereon; (d) To give customers indebted on Accounts notice of the Borrower and Lenders’ interest therein, and/or to instruct such customers to make payment directly to the Servicer hereby gives the Program Agent the power and right, on behalf of the Borrower and the Servicer, without assent by, but with notice to, the for any Borrower, if an Event of Termination shall have occurred and be continuing, to do the following:’s account; (ie) To take or bring, in the name of the Borrower and Agent, the Servicer Lenders or its own nameany Borrower, all steps, actions, suits or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Optional Contract Debtor Insurance or with respect to any other Collateral and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise proceedings deemed appropriate by the Program Agent for necessary or desirable to enforce or effect collection of the purpose of collecting any and all such moneys due under any such Optional Contract Debtor Insurance or with respect to any other Collateral whenever payable; (ii) to pay or discharge taxes and Liens levied or placed on or threatened against the CollateralAccounts; and (iiif) (A) to direct To file, record and register any party liable for any payment under any Collateral to make payment of any and or all moneys due or to become due thereunder directly to the Program Agent or as the Program Agent shall direct; (B) to ask or demand for, collect, 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; (C) to sign and endorse any invoices, assignments, verifications, notices and other documents in connection with any of the Collateral; (D) to commence and prosecute any suits, actions or proceedings at law or Lenders’ security interest in equity in any court intellectual property of competent jurisdiction to collect the Collateral or any thereof and to enforce any other right in respect of any Collateral; (E) to defend any suit, action or proceeding brought against the Borrower with respect to any Collateral; (F) to settle, compromise or adjust any suit, action or proceeding described in clause (E) above and, in connection therewith, to give such discharges or releases as the Program Agent may deem appropriate; and (G) following a Foreclosure Event, generally, to sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Program Agent were the absolute owner thereof for all purposes, and to do, at the Program Agent’s option and the Borrower’s and the Servicer’s expense, at any time, or from time to time, all acts and things which the Program Agent deems necessary to protect, preserve or realize upon the Collateral and the Lien of the Program Agent for the benefit of the Secured Parties thereon and to effect the intent of this Agreement, all as fully and effectively as the Borrower or the Servicer might do. Each of the Borrower and the Servicer hereby ratifies all that such attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable until payment in full of all Borrower Obligations. (b) Each of the Borrower and the Servicer also authorizes the Program Agent, at any time and from time to time, to execute, in connection CBI with the sale provided for in Section 7.02 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the CollateralUnited States Patent and Trademark Office. (c) The powers conferred on the Program Agent are solely to protect the Program Agent’s (for the benefit of the Secured Parties) interests in the Collateral and shall not impose any duty upon the Program Agent to exercise any such powers. The Program Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither the Program Agent nor any of its officers, directors, or employees shall be responsible to the Borrower or the Servicer for any act or failure to act hereunder, except for its own gross negligence or willful misconduct.

Appointment as Attorney-in-Fact. The Borrower hereby irrevocably authorizes and appoints the Agent, or any Person or agent the Agent may designate, as the Borrower's attorney-in-fact, at the Borrower's cost and expense, to exercise, subject to the limitations set forth in Section 10.2, all of the following powers, which being coupled with an ------------ interest, shall be irrevocable until all of the Obligations to the Lenders have been paid and satisfied in full and all of the Commitments have been terminated: (a) Each To receive, take, endorse, sign, assign and deliver, all in the name of the Agent, the Lenders or the Borrower, as the case may be, any and all checks, notes, drafts, and other documents or instruments relating to the Collateral; (b) To receive, open and dispose of all mail addressed to the Borrower and to notify postal authorities to change the Servicer hereby irrevocably constitutes and appoints address for delivery thereof to such address as the Program Agent and may designate; (c) To request at any officer or agent thereoftime from customers indebted on Accounts, with full power of substitution, effective during the continuation of any Event of Termination, as its true and lawful attorney in fact with full irrevocable power and authority in the place and stead of the Borrower and the Servicer and in the name of the Borrower or a third party designee of the Agent, information concerning the Accounts and the Servicer or in its own nameamounts owing thereon; (d) To give customers indebted on Accounts notice of the Lenders' interest therein, from time and/or to time in instruct such customers to make payment directly to the Program Agent’s discretion, Agent 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 which may be necessary or desirable to accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, each of the Borrower and the Servicer hereby gives the Program Agent the power and right, on behalf of the Borrower and the Servicer, without assent by, but with notice to, the Borrower, if an Event of Termination shall have occurred and be continuing, to do the following:'s account; (ie) To take or bring, in the name of the Borrower and Agent, the Servicer Lenders or its own namethe Borrower, all steps, actions, suits or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Optional Contract Debtor Insurance or with respect to any other Collateral and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise proceedings deemed appropriate by the Program Agent for necessary or desirable to enforce or effect collection of the purpose of collecting any and all such moneys due under any such Optional Contract Debtor Insurance or with respect to any other Collateral whenever payable; (ii) to pay or discharge taxes and Liens levied or placed on or threatened against the CollateralAccounts; and (iiif) (A) to direct To file, record and register any party liable for any payment under any Collateral to make payment of any and or all moneys due or to become due thereunder directly to the Program Agent or as the Program Agent shall direct; (B) to ask or demand for, collect, 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; (C) to sign and endorse any invoices, assignments, verifications, notices and other documents in connection with any of the Collateral; (D) to commence and prosecute any suits, actions or proceedings at law or Lenders' security interest in equity in any court intellectual property of competent jurisdiction to collect the Collateral or any thereof and to enforce any other right in respect of any Collateral; (E) to defend any suit, action or proceeding brought against the Borrower with respect to any Collateral; (F) to settle, compromise or adjust any suit, action or proceeding described in clause (E) above and, in connection therewith, to give such discharges or releases as the Program Agent may deem appropriate; United States Patent and (G) following a Foreclosure Event, generally, to sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Program Agent were the absolute owner thereof for all purposes, and to do, at the Program Agent’s option and the Borrower’s and the Servicer’s expense, at any time, or from time to time, all acts and things which the Program Agent deems necessary to protect, preserve or realize upon the Collateral and the Lien of the Program Agent for the benefit of the Secured Parties thereon and to effect the intent of this Agreement, all as fully and effectively as the Borrower or the Servicer might do. Each of the Borrower and the Servicer hereby ratifies all that such attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable until payment in full of all Borrower ObligationsTrademark Office. (b) Each of the Borrower and the Servicer also authorizes the Program Agent, at any time and from time to time, to execute, in connection with the sale provided for in Section 7.02 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral. (c) The powers conferred on the Program Agent are solely to protect the Program Agent’s (for the benefit of the Secured Parties) interests in the Collateral and shall not impose any duty upon the Program Agent to exercise any such powers. The Program Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither the Program Agent nor any of its officers, directors, or employees shall be responsible to the Borrower or the Servicer for any act or failure to act hereunder, except for its own gross negligence or willful misconduct.

Appointment as Attorney-in-Fact. (a) Each of the Borrower and the Servicer Loan Party hereby irrevocably constitutes and appoints each of the Program Administrative Agent, the Collateral Agent and any officer or agent thereof, with full power of substitution, effective during the continuation of any Event of TerminationDefault, as its true and lawful attorney in fact with full irrevocable power and authority in the place and stead of the Borrower and the Servicer such Loan Party and in the name of the Borrower and the Servicer such Loan Party or in its own name, from time to time in the Program Administrative Agent’s discretion, 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 which may be necessary or desirable to accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, each of the Borrower and the Servicer Loan Party hereby gives the Program Administrative Agent (and the Collateral Agent as directed by the Administrative Agent) the power and right, on behalf of the Borrower and the Servicersuch Loan Party, without assent by, but with notice to, the Borrowersuch Loan Party, if an Event of Termination Default shall have occurred and be continuing, to do the following: (i) in the name of the Borrower and the Servicer such Loan Party or its own name, or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Optional Contract Debtor Insurance or with respect to any other Collateral and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Program Administrative Agent for the purpose of collecting any and all such moneys due under any such Optional Contract Debtor Insurance or with respect to any other Collateral whenever payable; (ii) to pay or discharge taxes and Liens levied or placed on or threatened against the Collateral; and (iii) (A) to direct any party liable for any payment under any Collateral to make payment of any and all moneys due or to become due thereunder directly to the Program Administrative Agent or the Collateral Agent or as the Program Administrative Agent or the Collateral Agent shall direct; (B) to ask or demand for, collect, 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; (C) to sign and endorse any invoices, assignments, verifications, notices and other documents in connection with any of the Collateral; (D) to 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 thereof and to enforce any other right in respect of any Collateral; (E) to defend any suit, action or proceeding brought against the Borrower Loan Parties with respect to any Collateral; (F) to settle, compromise or adjust any suit, action or proceeding described in clause (E) above and, in connection therewith, to give such discharges or releases as the Program Administrative Agent (or the Collateral Agent as directed by the Administrative Agent) may deem appropriate; and (G) following a Foreclosure Event, generally, to sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Program Administrative Agent or the Collateral Agent were the absolute owner thereof for all purposes, and to do, at the Program option of the Administrative Agent (or the Collateral Agent as directed by the Administrative Agent’s option ) and the Borrower’s and the Servicer’s Loan Parties’ expense, at any time, or from time to time, all acts and things which the Program Administrative Agent (or the Collateral Agent as directed by the Administrative Agent) deems necessary to protect, preserve or realize upon the Collateral and the Lien of the Program Administrative Agent or the Collateral Agent for the benefit of the Secured Parties thereon and to effect the intent of this Agreement, all as fully and effectively as the Borrower or the Servicer Loan Parties might do. Each of the Borrower and the Servicer The Loan Parties hereby ratifies ratify all that such attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable until payment in full of all Borrower Obligationsthe Final Collection Date. (b) Each of the Borrower and the Servicer also authorizes the Program Agent, at any time and from time to time, to execute, in connection with the sale provided for in Section 7.02 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral. (c) The powers conferred on the Program Administrative Agent and the Collateral Agent are solely to protect the Program Administrative Agent’s and the Collateral Agent’s (for the benefit of the Secured Parties) interests in the Collateral and shall not impose any duty upon the Program Administrative Agent to exercise any such powers. The Program Administrative Agent and the Collateral Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither none of the Program Administrative Agent, the Collateral Agent nor or any of its officers, directors, or employees shall be responsible to the Borrower or the Servicer Loan Parties for any act or failure to act hereunder, except for its own gross negligence negligence, bad faith or willful misconduct.

Appointment as Attorney-in-Fact. (a) Each of the Borrower and the Servicer hereby irrevocably constitutes and appoints the Program Agent and any officer or agent thereof, with full power of substitution, effective during the continuation of any Event of Termination, as its true and lawful attorney in fact with full irrevocable power and authority in the place and stead of the Borrower and the Servicer and in the name of the Borrower and the Servicer or in its own name, from time to time in the Program Agent’s discretion, 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 which may be necessary or desirable to accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, each of the Borrower and the Servicer hereby gives the Program Agent the power and right, on behalf of the Borrower and the Servicer, without assent by, but with notice to, the Borrower, if an Event of Termination shall have occurred and be continuing, to do the following: (i) in the name of the Borrower and the Servicer or its own name, or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Optional Contract Debtor Insurance or with respect to any other Collateral and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Program Agent for the purpose of collecting any and all such moneys due under any such Optional Contract Debtor Insurance or with respect to any other Collateral whenever payable; (ii) to pay or discharge Discharge taxes and Liens levied or placed on or threatened against the Collateral; and (iii) (A) to direct any party liable for any payment under any Collateral to make payment of any and all moneys due or to become due thereunder directly to the Program Agent or as the Program Agent shall direct; (B) to ask or demand for, collect, 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; (C) to sign and endorse any invoices, assignments, verifications, notices and other documents in connection with any of the Collateral; (D) to 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 thereof and to enforce any other right in respect of any Collateral; (E) to defend any suit, action or proceeding brought against the Borrower with respect to any Collateral; (F) to settle, compromise or adjust any suit, action or proceeding described in clause (E) above and, in connection therewith, to give such discharges or releases as the Program Agent may deem appropriate; and (G) following a Foreclosure Event, generally, to sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Program Agent were the absolute owner thereof for all purposes, and to do, at the Program Agent’s option and the Borrower’s and the Servicer’s expense, at any time, or from time to time, all acts and things which the Program Agent deems necessary to protect, preserve or realize upon the Collateral and the Lien of the Program Agent for the benefit of the Secured Parties thereon and to effect the intent of this Agreement, all as fully and effectively as the Borrower or the Servicer might do. Each of the Borrower and the Servicer hereby ratifies all that such attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable until payment in full of all Borrower Obligations. (b) Each of the Borrower and the Servicer also authorizes the Program Agent, at any time and from time to time, to execute, in connection with the sale provided for in Section 7.02 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral. (c) The powers conferred on the Program Agent are solely to protect the Program Agent’s (for the benefit of the Secured Parties) interests in the Collateral and shall not impose any duty upon the Program Agent to exercise any such powers. The Program Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither the Program Agent nor any of its officers, directors, or employees shall be responsible to the Borrower or the Servicer for any act or failure to act hereunder, except for its own gross negligence or willful misconduct.

Appointment as Attorney-in-Fact. (a) Each of the Borrower and the Servicer The Company hereby irrevocably constitutes and appoints the Program Agent Trustee and any officer or agent thereof, with full power of substitution, effective during the continuation of any Event of Termination, as its true and lawful attorney in attorney-in-fact with full irrevocable power and authority in the place and stead of the Borrower and the Servicer Company and in the name of the Borrower and the Servicer Company or in its own name, from time to time in the Program AgentTrustee’s discretion, for the purpose of carrying out the terms of this AgreementIndenture relating to the Collateral and Assigned Rights, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement, and, without Indenture as it relates to the Collateral and the Trustee’s rights and powers with regard thereto and the Assigned Rights; provided that Trustee hereby agrees that it shall not exercise its rights as attorney-in-fact unless an Event of Default shall have occurred. Without limiting the generality of the foregoing, each of the Borrower and the Servicer Company hereby gives the Program Agent Trustee the power and right, on behalf of the Borrower and the ServicerCompany, without assent by, but with notice to, the BorrowerCompany, if an Event of Termination Default shall have occurred and be continuing, to do the following: (i1) in the name of the Borrower and the Servicer Company or its own name, or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Optional Contract Debtor Insurance or with respect to any other Collateral and to file any claim or to take any other action or proceeding in any court bank loans on Properties which constitute part of law or equity or otherwise deemed appropriate by the Program Agent for the purpose of collecting any and all such moneys due under any such Optional Contract Debtor Insurance or with respect to any other Collateral whenever payableCollateral; (ii2) to pay or discharge taxes and Liens liens levied or placed on or threatened against the Collateral; and (iii) (A3) to direct any party liable for any payment under any bank loans on Properties which constitute a part of the Collateral to make payment of any and all moneys due or to become due thereunder directly to the Program Agent Trustee or as the Program Agent Trustee shall direct; (B) to ask or demand for, collect, 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; (C) to sign and endorse any invoices, assignments, verifications, notices and other documents in connection with any of the Collateral; (D) to 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 thereof and to enforce any other right in respect of any Collateral; (E) to defend any suit, action or proceeding brought against the Borrower with respect to any Collateral; (F) to settle, compromise or adjust any suit, action or proceeding described in clause (E) above and, in connection therewith, to give such discharges or releases as the Program Agent may deem appropriate; and (G) following a Foreclosure Event, generally, to sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Program Agent were the absolute owner thereof for all purposes, and to do, at the Program Agent’s option and the Borrower’s and the Servicer’s expense, at any time, or from time to time, all acts and things which the Program Agent deems necessary to protect, preserve or realize upon the Collateral and the Lien of the Program Agent for the benefit of the Secured Parties thereon and to effect the intent of this Agreement, all as fully and effectively as the Borrower or the Servicer might do. Each of the Borrower and the Servicer The Company hereby ratifies all that such attorneys said attorneys-in-fact shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable until payment in full of all Borrower Obligationsirrevocable. (b) Each of the Borrower and the Servicer also authorizes the Program Agent, at any time and from time to time, to execute, in connection with the sale provided for in Section 7.02 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral. (c) The powers conferred on the Program Agent Trustee are solely to protect the Program AgentTrustee’s (for the benefit of the Secured Parties) interests in the Collateral and Assigned Rights and shall not impose any duty upon the Program Agent Trustee to exercise any such powers. The Program Agent Trustee shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither the Program Agent Trustee nor any of its officers, directors, directors or employees shall be responsible to the Borrower or the Servicer Company for any act or failure to act hereunder, except for its own gross negligence or willful misconduct.

Appointment as Attorney-in-Fact. (a) Each of the Borrower and the Servicer hereby irrevocably ------------------------------- constitutes and appoints the Program Agent Lender and any officer or agent thereof, with full power of substitution, effective during the continuation of any Event of Terminationas Borrower's attorney-in-fact, as its true and lawful attorney in fact with full irrevocable power and authority in the place and stead of the Borrower and the Servicer and in the name of the Borrower and the Servicer or in its own nameotherwise, from time to time in the Program Agent’s Lender's discretion, for to execute and deliver any and all bills of sale, assignments or other instruments which the purpose Lender may deem necessary or advisable to effectuate any sale, transfer, assignment or delivery in exercise of carrying out any or all of the terms remedies hereunder whether pursuant to power of this Agreementsale or otherwise, and to take any and all appropriate other action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement, andincluding, without limiting the generality of the foregoing, each of the Borrower and the Servicer hereby gives the Program Agent the power and right, on behalf of the Borrower and the Servicer, without assent by, but with notice to, the Borrower, if an Event of Termination shall have occurred and be continuinglimitation, to do ask, demand, collect, xxx for, recover, compound, receive and give acquittance and receipt for moneys due and to become due under or in connection with the following: (i) in the name of the Borrower and the Servicer or its own name, or otherwiseCollateral, to take possession of and endorse receive, endorse, and collect any checks, drafts, notes, acceptances drafts or other instruments for the payment of moneys due under any Optional Contract Debtor Insurance or with respect to any other Collateral instruments, documents and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Program Agent for the purpose of collecting any and all such moneys due under any such Optional Contract Debtor Insurance or with respect to any other Collateral whenever payable; (ii) to pay or discharge taxes and Liens levied or placed on or threatened against the Collateral; and (iii) (A) to direct any party liable for any payment under any Collateral to make payment of any and all moneys due or to become due thereunder directly to the Program Agent or as the Program Agent shall direct; (B) to ask or demand for, collect, 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; (C) to sign and endorse any invoices, assignments, verifications, notices and other documents in connection with any of the Collateral; (D) to 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 thereof and to enforce any other right in respect of any Collateral; (E) to defend any suit, action or proceeding brought against the Borrower with respect to any Collateral; (F) to settle, compromise or adjust any suit, action or proceeding described in clause (E) above and, chattel paper in connection therewith, to give such discharges file any claims or releases as take any action or institute any proceedings which the Program Agent Lender may deem appropriate; and (G) following a Foreclosure Event, generally, to sell, transfer, pledge and make any agreement with respect to be necessary or otherwise deal with any of the Collateral as fully and completely as though the Program Agent were the absolute owner thereof for all purposes, and to do, at the Program Agent’s option and the Borrower’s and the Servicer’s expense, at any time, or from time to time, all acts and things which the Program Agent deems necessary to protect, preserve or realize upon the Collateral and the Lien of the Program Agent desirable for the benefit of the Secured Parties thereon collection thereof, Borrower hereby ratifying and to effect the intent of this Agreement, all as fully and effectively as the Borrower or the Servicer might do. Each of the Borrower and the Servicer hereby ratifies confirming all that such attorneys attorney or any substitute shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable until payment in full of all irrevocable. Nevertheless, if so requested by the Lender or any purchaser, Borrower Obligations. (b) Each of the Borrower shall ratify and the Servicer also authorizes the Program Agentconfirm any such sale, at any time assignment, transfer or delivery by executing and from time to time, to execute, in connection with the sale provided for in Section 7.02 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect delivering to the Collateral. (c) The powers conferred on the Program Agent are solely Lender or such purchaser all bills of sale, assignments, releases and other proper instruments to protect the Program Agent’s (for the benefit of the Secured Parties) interests effect such ratification and confirmation as may be designated in the Collateral and shall not impose any duty upon the Program Agent to exercise any such powers. The Program Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither the Program Agent nor any of its officers, directors, or employees shall be responsible to the Borrower or the Servicer for any act or failure to act hereunder, except for its own gross negligence or willful misconductrequest.

Appointment as Attorney-in-Fact. (a) Each of the Borrower and the Servicer The Grantor hereby irrevocably constitutes and appoints the Program Agent Designated Purchaser and any officer or agent thereof, with full power of substitution, effective during the continuation of any Event of Termination, as its true and lawful attorney in attorney-in-fact with full irrevocable power and authority in the place and stead of the Borrower and the Servicer Grantor and in the name of the Borrower and the Servicer Grantor or in its own name, from time to time in the Program Agent’s discretion, for the purpose of carrying out the terms of this Agreement, to take take, upon the occurrence and during the continuance of any Event of Default, any and all appropriate action and to execute any and all documents and instruments which that may be necessary or desirable to accomplish the purposes of this Agreement. Upon the occurrence and during the continuance of an Event of Default, and, without limiting the generality of the foregoing, each of the Borrower and the Servicer Grantor hereby gives the Program Agent Designated Purchaser the power and right, on behalf of the Borrower and the ServicerGrantor, without notice to or assent by, but with notice to, by the Borrower, if an Event of Termination shall have occurred and be continuingGrantor, to do any or all of the following: (ia) in the name of the Borrower and the Servicer Grantor or its own name, or otherwise, to take possession of and endorse indorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under or in respect of any Optional Contract Debtor Insurance or with respect to any other Collateral and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Program Agent Designated Purchaser for the purpose of collecting any and all such moneys due under or in respect of any such Optional Contract Debtor Insurance or with respect to any other Collateral whenever payable; (ii) to pay or discharge taxes and Liens levied or placed on or threatened against the Collateral; and (iiii) (A) to 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 Program Agent Designated Purchaser or as the Program Agent Designated Purchaser shall direct; (Bii) to ask or demand for, collect, and receive payment of and give 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; (Ciii) to receive, collect, sign and endorse any invoicesdrafts or other instruments, assignments, verifications, notices documents and other documents chattel paper in connection with any of the Collateral; (Div) to 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; (Ev) to defend any suit, action or proceeding brought against the Borrower Grantor with respect to any Collateral; (Fvi) to settle, compromise or adjust any such suit, action or proceeding described in clause (E) above and, in connection therewith, to give such discharges or releases as the Program Agent Designated Purchaser may deem appropriate; and (Gvii) following a Foreclosure Event, generally, to sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Program Agent Designated Purchaser (for the benefit of the Secured Parties) were the absolute owner thereof for all purposes, and to do, at the Program Agent’s option of the Secured Parties and the Borrower’s and the Servicer’s at their expense, at any time, or from time to time, all acts and things which that the Program Agent deems Secured Parties deem necessary to protect, preserve or realize upon the Collateral and the Lien of the Program Agent for the benefit of the Secured Parties thereon Parties’ security interests therein and to effect the intent of this Agreement, all as fully and effectively as the Borrower or the Servicer Grantor might do. Each of Grantor hereby acknowledges, consents and agrees that the Borrower and the Servicer hereby ratifies all that such attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney granted pursuant to this Section is a power irrevocable and coupled with an interest and shall be irrevocable until payment in full of all Borrower Obligationsinterest. (b) Each of the Borrower and the Servicer also authorizes the Program Agent, at any time and from time to time, to execute, in connection with the sale provided for in Section 7.02 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral. (c) The powers conferred on the Program Agent are solely to protect the Program Agent’s (for the benefit of the Secured Parties) interests in the Collateral and shall not impose any duty upon the Program Agent to exercise any such powers. The Program Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither the Program Agent nor any of its officers, directors, or employees shall be responsible to the Borrower or the Servicer for any act or failure to act hereunder, except for its own gross negligence or willful misconduct.

Appointment as Attorney-in-Fact. (a) Each of the A. The Borrower and the Servicer hereby irrevocably constitutes and appoints the Program Administrative Agent and any officer or agent thereof, with full power of substitution, effective during the continuation of any Event of TerminationDefault, as its true and lawful attorney in fact with full irrevocable power and authority in the place and stead of the Borrower and the Servicer and in the name of the Borrower and the Servicer or in its own name, from time to time in the Program Administrative Agent’s discretion, 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 which may be necessary or desirable to accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, each of the Borrower and the Servicer hereby gives the Program Administrative Agent the power and right, on behalf of the Borrower and the ServicerBorrower, without assent by, but with notice to, the Borrower, if an Event of Termination Default shall have occurred and be continuing, to do the following: (i) in the name of the Borrower and the Servicer or its own name, or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Optional Contract Debtor Insurance or with respect to any other Collateral and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Program Administrative Agent for the purpose of collecting any and all such moneys due under any such Optional Contract Debtor Insurance or with respect to any other Collateral whenever payable; (ii) to pay or discharge taxes Taxes and Liens levied or placed on or threatened against the Collateral; and (iii) (A) to direct any party liable for any payment under any Collateral to make payment of any and all moneys due or to become due thereunder directly to the Program Administrative Agent or as the Program Administrative Agent shall direct; (B) to ask or demand for, collect, 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; (C) to sign and endorse DB1/ 121185831.1121185831.9 91 any invoices, assignments, verifications, notices and other documents in connection with any of the Collateral; (D) to 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 thereof and to enforce any other right in respect of any Collateral; (E) to defend any suit, action or proceeding brought against the Borrower with respect to any Collateral; (F) to settle, compromise or adjust any suit, action or proceeding described in clause (E) above and, in connection therewith, to give such discharges or releases as the Program Administrative Agent may deem appropriate; and (G) following a Foreclosure Event, generally, to sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Program Administrative Agent were the absolute owner thereof for all purposes, and to do, at the Program Administrative Agent’s option and the Borrower’s and the Servicer’s expense, at any time, or from time to time, all acts and things which the Program Administrative Agent deems necessary to protect, preserve or realize upon the Collateral and the Lien of the Program Administrative Agent for the benefit of the Secured Parties thereon and to effect the intent of this Agreement, all as fully and effectively as the Borrower or the Servicer might do. Each of the The Borrower and the Servicer hereby ratifies all that such attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable until payment in full of all Borrower Obligations. (b) Each of the B. The Borrower and the Servicer also authorizes the Program Administrative Agent, at any time and from time to time, to execute, in connection with the sale provided for in Section 7.02 7.03 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral. (c) C. The powers conferred on the Program Administrative Agent are solely to protect the Program Administrative Agent’s (for the benefit of the Secured Parties) interests in the Collateral and shall not impose any duty upon the Program Administrative Agent to exercise any such powers. The Program Administrative Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither the Program Administrative Agent nor any of its officers, directors, or employees shall be responsible to the Borrower or the Servicer for any act or failure to act hereunder, except for its own gross negligence or willful misconduct.

Appointment as Attorney-in-Fact. (a) Each of the Borrower and the Servicer Pledgor hereby irrevocably constitutes and appoints the Program Agent and any officer or agent thereof, with full power of substitution, effective during the continuation of any Event of Termination, as its true and lawful attorney in attorney-in-fact with full irrevocable power and authority in the place and stead of the Borrower and the Servicer such Pledgor and in the name of the Borrower and the Servicer such Pledgor or in its own name, from time to time in the Program Agent’s discretion, for the purpose of carrying out the terms of this Agreement, to take take, upon the occurrence and during the continuation of any Event of Default, any and all appropriate action and to execute any and all documents and instruments which that may be necessary or desirable to accomplish the purposes of this Agreement, and, without . Without limiting the generality of the foregoingforegoing (and in addition to the powers and rights granted to the Agent pursuant to Section 17 of the Security Agreement), each of the Borrower and the Servicer Pledgor hereby gives the Program Agent the power and right, on behalf of the Borrower and the Servicersuch Pledgor, without notice to or assent by, but with notice to, the Borrower, if an Event of Termination shall have occurred and be continuingby such Pledgor, to do any or all of the following: (ia) in the name of the Borrower and the Servicer such Pledgor or its own name, or otherwise, to take possession of and endorse indorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under or in respect of any Optional Contract Debtor Insurance or with respect to any other Collateral and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Program Agent for the purpose of collecting any and all such moneys due under or in respect of any such Optional Contract Debtor Insurance or with respect to any other Collateral whenever payable; (ii) to pay or discharge taxes and Liens levied or placed on or threatened against the Collateral; and (iiii) (A) to 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 Program Agent or as the Program Agent shall direct; (Bii) to ask or demand for, collect, and receive payment of and give 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; (Ciii) to receive, collect, sign and endorse indorse any invoicesdrafts or other instruments, assignments, verifications, notices documents and other documents chattel paper in connection with any of the Collateral; (Div) to 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; (Ev) to defend any suit, action or proceeding brought against the Borrower such Pledgor with respect to any Collateral; (Fvi) to settle, compromise or adjust any such suit, action or proceeding described in clause (E) above and, in connection therewith, to give such discharges or releases as the Program Agent may deem appropriate; and (Gvii) following a Foreclosure Event, generally, to sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Program Agent were the absolute owner thereof for all purposes, and to do, at the Program Agent’s option and the Borrower’s and the Servicersuch Pledgor’s expense, at any time, or from time to time, all acts and things which that the Program Agent deems necessary to protect, preserve or realize upon the Collateral and the Lien of the Program Agent for the benefit of the Secured Parties thereon Holder’s security interests therein and to effect the intent of this Agreement, all as fully and effectively as the Borrower or the Servicer such Pledgor might do. Each of Pledgor hereby acknowledges, consents and agrees that the Borrower and the Servicer hereby ratifies all that such attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney granted pursuant to this Section is a power irrevocable and coupled with an interest and shall be irrevocable until payment in full of all Borrower Obligationsinterest. (b) Each of the Borrower and the Servicer also authorizes the Program Agent, at any time and from time to time, to execute, in connection with the sale provided for in Section 7.02 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral. (c) The powers conferred on the Program Agent are solely to protect the Program Agent’s (for the benefit of the Secured Parties) interests in the Collateral and shall not impose any duty upon the Program Agent to exercise any such powers. The Program Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither the Program Agent nor any of its officers, directors, or employees shall be responsible to the Borrower or the Servicer for any act or failure to act hereunder, except for its own gross negligence or willful misconduct.

Appointment as Attorney-in-Fact. (a) Each of the Borrower and the Servicer The Grantor hereby irrevocably constitutes and appoints the Program Agent Designated Purchaser and any officer or agent thereof, with full power of substitution, effective during the continuation of any Event of Termination, as its true and lawful attorney in attorney-in-fact with full irrevocable power and authority in the place and stead of the Borrower and the Servicer Grantor and in the name of the Borrower and the Servicer Grantor or in its own name, from time to time in the Program Agent’s discretion, for the purpose of carrying out the terms of this Agreement, to take take, upon the occurrence and during the continuance of any Event of Default, any and all appropriate action and to execute any and all documents and instruments which that may be necessary or desirable to accomplish the purposes of this Agreement. Upon the occurrence and during the continuance of an Event of Default, and, without limiting the generality of the foregoing, each of the Borrower and the Servicer Grantor hereby gives the Program Agent Designated Purchaser the power and right, on behalf of the Borrower and the ServicerGrantor, without notice to or assent by, but with notice to, by the Borrower, if an Event of Termination shall have occurred and be continuingGrantor, to do any or all of the following: (ia) in the name of the Borrower and the Servicer Grantor or its own name, or otherwise, to take possession of and endorse indorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under or in respect of any Optional Contract Debtor Insurance or with respect to any other Collateral and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Program Agent Designated Purchaser for the purpose of collecting any and all such moneys due under or in respect of any such Optional Contract Debtor Insurance or with respect to any other Collateral whenever payable; (ii) to pay or discharge taxes and Liens levied or placed on or threatened against the Collateral; and (iiii) (A) to 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 Program Agent Designated Purchaser or as the Program Agent Designated Purchaser shall direct; (Bii) to ask or demand for, collect, and receive payment of and give 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; (Ciii) to receive, collect, sign and endorse any invoicesdrafts or other instruments, assignments, verifications, notices documents and other documents chattel paper in connection with any of the Collateral; (Div) to 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; (Ev) to defend any suit, action or proceeding brought against the Borrower Grantor with respect to any Collateral; (Fvi) to settle, compromise or adjust any such suit, action or proceeding described in clause (E) above and, in connection therewith, to give such discharges or releases as the Program Agent Designated Purchaser may deem appropriate; and (Gvii) following a Foreclosure Event, generally, to sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Program Agent Designated Purchaser (for the benefit of the Secured Parties) were the absolute owner thereof for all purposes, and to do, at the Program Agent’s option of the Secured Parties and the Borrower’s and the Servicer’s at their expense, at any time, or from time to time, all acts and things which that the Program Agent deems Secured Parties deem necessary to protect, preserve or realize upon the Collateral and the Lien of the Program Agent for the benefit of the Secured Parties thereon Parties' security interests therein and to effect the intent of this Agreement, all as fully and effectively as the Borrower or the Servicer Grantor might do. Each of Grantor hereby acknowledges, consents and agrees that the Borrower and the Servicer hereby ratifies all that such attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney granted pursuant to this Section is a power irrevocable and coupled with an interest and shall be irrevocable until payment in full of all Borrower Obligationsinterest. (b) Each of the Borrower and the Servicer also authorizes the Program Agent, at any time and from time to time, to execute, in connection with the sale provided for in Section 7.02 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral. (c) The powers conferred on the Program Agent are solely to protect the Program Agent’s (for the benefit of the Secured Parties) interests in the Collateral and shall not impose any duty upon the Program Agent to exercise any such powers. The Program Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither the Program Agent nor any of its officers, directors, or employees shall be responsible to the Borrower or the Servicer for any act or failure to act hereunder, except for its own gross negligence or willful misconduct.

Appointment as Attorney-in-Fact. (a) Each of the Borrower and the Servicer Pledgor hereby irrevocably constitutes and appoints the Program Collateral Agent and any partner, officer or agent thereofof the Collateral Agent, with full power of substitution, effective during the continuation of any Event of Termination, as its true and lawful attorney in attorney-in-fact with full irrevocable power and authority in the its place and stead of the Borrower and the Servicer and in the its name of the Borrower and the Servicer or in its own name, from time to time time, in the Program Collateral Agent’s 's discretion, for the purpose of carrying out the terms of this AgreementAgreement or any Financing Document to the extent permitted by applicable law, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement, any Financing Document and, without limiting the generality of the foregoing, each of the Borrower and the Servicer hereby gives the Program Agent Collateral Agent, for the benefit of Lenders, subject to the other terms of this Agreement, the power and right, on behalf of the Borrower and the ServicerPledgor, without notice to or assent by, but with notice to, the Borrower, if an Event of Termination shall have occurred and be continuing, by Pledgor to do the following: (i) in upon the name occurrence and continuance of the Borrower and the Servicer or its own namean Event of Default, or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Optional Contract Debtor Insurance or with respect to any other Collateral and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Program Agent for the purpose of collecting any and all such moneys due under any such Optional Contract Debtor Insurance or with respect to any other Collateral whenever payable; (ii) to pay or discharge taxes and or Liens levied or placed on or threatened against the Collateral; andCollateral which are not permitted by the terms of this Agreement; (iii) (Aii) to direct any party liable for any payment under any Collateral to make payment of any and all moneys due or to become due thereunder directly to the Program Agent or as the Program Agent shall direct; (B) to ask or demand for, collect, receive payment of and receipt for, 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; and (Ciii) to sign upon the occurrence and endorse any invoicescontinuance of an Event of Default, assignments, verifications, notices and other documents in connection with any of the Collateral; (DA) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction and to collect the Collateral or any Proceeds thereof and to enforce any other right in respect of any Collateral; (EB) to defend any suit, action or proceeding brought against the Borrower Pledgor with respect to any Collateral; (FC) to settle, compromise or adjust any suit, action or proceeding described in clause (E) above and, in connection therewith, to give such discharges or releases as the Program Collateral Agent may deem appropriate; and (GD) following a Foreclosure Eventexcept to the extent prohibited by law, generally, generally to sell, transfer, pledge and pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Program Agent Collateral Agent, for the benefit of Lenders, were the absolute owner thereof for all purposes, and to do, at the Program Collateral Agent’s 's option and the Borrower’s and the Servicer’s Pledgor's expense, at any time, or from time to time, all acts and things which the Program Collateral Agent reasonably deems necessary to protect, preserve or realize upon the Collateral and the Lien security interest of the Program Agent Collateral Agent, for the benefit of the Secured Parties thereon and Lenders, therein, in order to effect the intent of this Agreement, all as fully and effectively as the Borrower or the Servicer Pledgor might do. Each of the Borrower and the Servicer Pledgor hereby ratifies all that such said attorneys shall lawfully do or cause to be done by virtue hereofof this Agreement and in accordance herewith. This power of attorney is a power coupled with an interest and shall be irrevocable until payment in full of all Borrower Obligationsirrevocable. (b) Each of the Borrower and the Servicer Pledgor also authorizes the Program Collateral Agent, for the benefit of Lenders, at any time and from time to time, to execute, in connection with the any sale provided for in Section 7.02 hereof9 of this Agreement, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral. (c) The powers conferred on the Program Agent are solely to protect the Program Agent’s (for the benefit of the Secured Parties) interests in the Collateral and shall not impose any duty upon the Program Agent to exercise any such powers. The Program Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither the Program Agent nor any of its officers, directors, or employees shall be responsible to the Borrower or the Servicer for any act or failure to act hereunder, except for its own gross negligence or willful misconduct.

Appointment as Attorney-in-Fact. (a) Each of the Borrower and the Servicer hereby irrevocably constitutes and appoints the Program Agent and any officer or agent thereof, with full power of substitution, effective during the continuation of any Event of Termination, as its true and lawful attorney in fact with full irrevocable power and authority in the place and stead of the Borrower and the Servicer and in the name of the Borrower and the Servicer or in its own name, from time to time in the Program Agent’s discretion, 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 which may be necessary or desirable to accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, each of the Borrower and the Servicer hereby gives the Program Agent the power and right, on behalf of the Borrower and the Servicer, without assent by, but with notice to, the Borrower, if an Event of Termination shall have occurred and be continuing, to do the following: (i) in the name of the Borrower and the Servicer or its own name, or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Optional Contract Debtor Insurance or with respect to any other Collateral and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Program Agent for the purpose of collecting any and all such moneys due under any such Optional Contract Debtor Insurance or with respect to any other Collateral whenever payable; (ii) to pay or discharge Discharge taxes and Liens levied or placed on or threatened against the Collateral; and (iii) (A) to direct any party liable for any payment under any Collateral to make payment of any and all moneys due or to become due thereunder directly to the Program Agent or as the Program Agent shall direct; (B) to ask or demand for, collect, 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; (C) to sign and endorse any invoices, assignments, verifications, notices and other documents in connection with any of the Collateral; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect ACTIVE 200146376v.2 the Collateral or any thereof and to enforce any other right in respect of any Collateral; (E) to defend any suit, action or proceeding brought against the Borrower with respect to any Collateral; (F) to settle, compromise or adjust any suit, action or proceeding described in clause (E) above and, in connection therewith, to give such discharges or releases as the Program Agent may deem appropriate; and (G) following a Foreclosure Event, generally, to sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Program Agent were the absolute owner thereof for all purposes, and to do, at the Program Agent’s option and the Borrower’s and the Servicer’s expense, at any time, or from time to time, all acts and things which the Program Agent deems necessary to protect, preserve or realize upon the Collateral and the Lien of the Program Agent for the benefit of the Secured Parties thereon and to effect the intent of this Agreement, all as fully and effectively as the Borrower or the Servicer might do. Each of the Borrower and the Servicer hereby ratifies all that such attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable until payment in full of all Borrower Obligations. (b) Each of the Borrower and the Servicer also authorizes the Program Agent, at any time and from time to time, to execute, in connection with the sale provided for in Section 7.02 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral. (c) The powers conferred on the Program Agent are solely to protect the Program Agent’s (for the benefit of the Secured Parties) interests in the Collateral and shall not impose any duty upon the Program Agent to exercise any such powers. The Program Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither the Program Agent nor any of its officers, directors, or employees shall be responsible to the Borrower or the Servicer for any act or failure to act hereunder, except for its own gross negligence or willful misconduct.

Appointment as Attorney-in-Fact. (aA) Each of The Administrative Agent shall hereby have the Borrower right and the Servicer Grantor hereby irrevocably constitutes makes, constitutes, and appoints the Program Administrative Agent (and any officer all officers, employees, or agent thereofagents designated by the Administrative Agent) as its true and lawful attorney-in-fact and agent, with full power of substitution, effective during the continuation of any Event of Termination, as its true and lawful attorney in fact with full irrevocable power and authority in the place and stead of the Borrower and the Servicer and in the name of the Borrower and the Servicer or in its own nameto, from time to time but only to the extent following the occurrence of an Event of Default which has not been waived in writing by the Program Agent’s discretion, Secured Parties for the purpose of carrying out the terms of this AgreementAgreement or any Loan Document to the extent permitted by applicable law, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement, any Loan Document and, without limiting the generality of the foregoing, each of the Borrower and the Servicer hereby gives the Program Agent Administrative Agent, subject to the other terms of this Agreement, the power and right, on behalf of the Borrower and the ServicerGrantor, without notice to or assent by, but with notice to, the Borrower, if an Event of Termination shall have occurred and be continuing, by Grantor to do the following: (i) in the name of the Borrower and the Servicer or its own name, or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Optional Contract Debtor Insurance or with respect to any other Collateral and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Program Agent for the purpose of collecting any and all such moneys due under any such Optional Contract Debtor Insurance or with respect to any other Collateral whenever payable; (ii) to pay or discharge taxes and Liens taxes, liens, security interests or other encumbrances levied or placed on or threatened against the Collateral; andCollateral which are not permitted by the terms hereof; (iii) (Aii) to direct any party liable for any payment under any Collateral to make payment of any and all moneys due or to become due thereunder directly to the Program Agent or as the Program Agent shall direct; (B) to ask or demand for, collect, receive payment of and receipt for, 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; and (Ciii) to sign and endorse any invoices, assignments, verifications, notices and other documents in connection with any of the Collateral; (Da) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction and to collect the Collateral or any Proceeds thereof and to enforce any other right in respect of any Collateral; (Eb) to defend any suit, action or proceeding brought against the Borrower Grantor with respect to any Collateral; (Fc) to settle, compromise or adjust any suit, action or proceeding described in clause (E) above and, in connection therewith, to give such discharges or releases as the Program Administrative Agent may deem appropriate; and (Gd) following a Foreclosure Eventexcept to the extent prohibited by law, generally, to generally sell, transfer, pledge and pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Program Administrative Agent were the absolute owner thereof for all purposes, and to do, at the Program Administrative Agent’s 's option and the Borrower’s and the Servicer’s Grantor's expense, at any time, or from time to time, all acts and things which the Program Administrative Agent reasonably deems necessary to protect, preserve or realize upon the Collateral and the Lien of the Program Agent for the benefit of the Secured Parties thereon and Administrative Agent's security interest therein, in order to effect the intent of this Agreement, all as fully and effectively as the Borrower or the Servicer Grantor might do. Each of the Borrower and the Servicer Grantor hereby ratifies all that such said attorneys shall lawfully do or cause to be done by virtue hereofhereof and in accordance herewith. This power of attorney is a power coupled with an interest and shall be irrevocable until payment in full of all Borrower Obligationsirrevocable. (bB) Each of the Borrower and the Servicer Grantor also authorizes the Program Administrative Agent, at any time and from time to time, to execute, in connection with the any sale provided for in Section 7.02 hereof10 of this Agreement, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral. (c) The powers conferred on the Program Agent are solely to protect the Program Agent’s (for the benefit of the Secured Parties) interests in the Collateral and shall not impose any duty upon the Program Agent to exercise any such powers. The Program Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither the Program Agent nor any of its officers, directors, or employees shall be responsible to the Borrower or the Servicer for any act or failure to act hereunder, except for its own gross negligence or willful misconduct.

Appointment as Attorney-in-Fact. (a) Each Effective upon the occurrence and during the continuance of an Event of Default, the Borrower and the Servicer Company hereby irrevocably constitutes and appoints the Program Agent Agent, its agents, representatives and any officer or agent thereofdesignees, with full power of substitution, effective during the continuation of any Event of Termination, as its true and lawful attorney in attorney-in-fact with full irrevocable power and authority in the place and stead of the Borrower and the Servicer Company and in the name of the Borrower and the Servicer Company or in its own name, from time to time in at the Program Agent’s discretion's direction, 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 which may be necessary or desirable to accomplish the purposes of this AgreementAgreement (except, without limiting the generality of the foregoing, that the Agent shall not ratify any of its own actions pursuant to this power of attorney) and, without limiting the generality of the foregoing, each of the Borrower and the Servicer hereby gives the Program Agent in its sole discretion the power and right, on behalf of the Borrower and the ServicerCompany, without notice to or assent by, but with notice to, by the Borrower, if an Event of Termination shall have occurred and be continuingCompany, to do the following: (i) to ask, demand, collect, receive and give acquittances and receipts for any and all monies due or to become due under any Pledged Collateral and, in the name of the Borrower and the Servicer Company or its own name, name or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys monies due under any Optional Contract Debtor Insurance or with respect to any other Pledged Collateral and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Program Agent for the purpose of collecting any and all such moneys monies due under any such Optional Contract Debtor Insurance Pledged Collateral whenever payable and to file any claim or with respect to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Agent for the purpose of collecting any and all such monies due under any Pledged Collateral whenever payable;; and (ii) to pay or discharge taxes and Liens taxes, liens, security interests or other encumbrances levied or placed on or threatened against the Pledged Collateral; and (iii) (A) to direct any party liable for any payment under any Collateral to make payment of any and all moneys due or to become due thereunder directly to the Program Agent or as the Program Agent shall direct; (B) to ask or demand for, collect, 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; (C) to sign and endorse any invoices, assignments, verifications, notices and other documents in connection with any of the Collateral; (D) to 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 thereof and to enforce any other right in respect of any Collateral; (E) to defend any suit, action or proceeding brought against the Borrower with respect to any Collateral; (F) to settle, compromise or adjust any suit, action or proceeding described in clause (E) above and, in connection therewith, to give such discharges or releases as the Program Agent may deem appropriate; and (G) following a Foreclosure Event, generally, to sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Program Agent were the absolute owner thereof for all purposes, and to do, at the Program Agent’s option and the Borrower’s and the Servicer’s expense, at any time, or from time to time, all acts and things which the Program Agent deems necessary to protect, preserve or realize upon the Collateral and the Lien of the Program Agent for the benefit of the Secured Parties thereon and to effect the intent of this Agreement, all as fully and effectively as the Borrower or the Servicer might do. Each of the Borrower and the Servicer The Company hereby ratifies all that such attorneys said attorney shall lawfully do or cause to be done by virtue hereof. This hereof and acknowledges that this power of attorney is a power coupled with an interest and shall be irrevocable until payment in full of all Borrower Obligationsirrevocable. (b) Each of the Borrower and the Servicer also authorizes the Program Agent, at any time and from time to time, to execute, in connection with the sale provided for in Section 7.02 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral. (c) The powers conferred on the Program Agent hereunder are solely to protect the Program Agent’s (for the benefit of the Secured Parties) 's interests in the Pledged Collateral and shall not impose any duty upon the Program Agent to exercise any such powers. The Program Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, powers and neither the Program Agent nor any of its officers, directors, or employees shall be responsible to the Borrower or the Servicer for any act or failure to act hereunder, except for its own gross negligence or willful misconduct.agents,

Appointment as Attorney-in-Fact. (a) Each Effective upon the occurrence and during the continuance of an Event of Default, the Borrower and the Servicer Guarantor hereby irrevocably constitutes and appoints the Program Agent Agent, its agents, representatives and any officer or agent thereofdesignees, with full power of substitution, effective during the continuation of any Event of Termination, as its true and lawful attorney in attorney-in-fact with full irrevocable power and authority in the place and stead of the Borrower Guarantor and the Servicer in (i) to ask, demand, collect, receive and give acquittances and receipts for any and all monies due and to become due under any Pledged Collateral and, in the name of the Borrower and the Servicer or in its own name, from time to time in the Program Agent’s discretion, 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 which may be necessary or desirable to accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, each of the Borrower and the Servicer hereby gives the Program Agent the power and right, on behalf of the Borrower and the Servicer, without assent by, but with notice to, the Borrower, if an Event of Termination shall have occurred and be continuing, to do the following: (i) in the name of the Borrower and the Servicer Guarantor or its own name, name or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys monies due under any Optional Contract Debtor Insurance or with respect to any other Pledged Collateral and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Program Agent for the purpose of collecting any and all such monies due under any Pledged Collateral whenever payable and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Lenders for the purpose of collecting any and all such moneys due under any such Optional Contract Debtor Insurance or with respect to any other Pledged Collateral whenever payable;; and (ii) to pay or discharge taxes and Liens taxes, liens, security interests or other encumbrances levied or placed on or threatened against the Pledged Collateral; and (iii) (A) to direct any party liable for any payment under any Collateral to make payment of any and all moneys due or to become due thereunder directly to the Program Agent or as the Program Agent shall direct; (B) to ask or demand for, collect, 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; (C) to sign and endorse any invoices, assignments, verifications, notices and other documents in connection with any of the Collateral; (D) to 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 thereof and to enforce any other right in respect of any Collateral; (E) to defend any suit, action or proceeding brought against the Borrower with respect to any Collateral; (F) to settle, compromise or adjust any suit, action or proceeding described in clause (E) above and, in connection therewith, to give such discharges or releases as the Program Agent may deem appropriate; and (G) following a Foreclosure Event, generally, to sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Program Agent were the absolute owner thereof for all purposes, and to do, at the Program Agent’s option and the Borrower’s and the Servicer’s expense, at any time, or from time to time, all acts and things which the Program Agent deems necessary to protect, preserve or realize upon the Collateral and the Lien of the Program Agent for the benefit of the Secured Parties thereon and to effect the intent of this Agreement, all as fully and effectively as the Borrower or the Servicer might do. Each of the Borrower and the Servicer The Guarantor hereby ratifies all that such attorneys said attorney shall lawfully do or cause to be done by virtue hereof. This hereof and acknowledges that this power of attorney is a power coupled with an interest and shall be irrevocable until payment in full of all Borrower Obligationsirrevocable. (b) Each of the Borrower and the Servicer also authorizes the Program Agent, at any time and from time to time, to execute, in connection with the sale provided for in Section 7.02 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral. (c) The powers conferred on the Program Agent hereunder are solely to protect the Program Agent’s (for 's and the benefit of the Secured Parties) Lenders' interests in the Pledged Collateral and shall not impose any duty upon the Program Agent to exercise any such powers. The Program Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, powers and neither the Program Agent nor any of its officersagents, directors, representatives or employees designees shall be responsible to the Borrower or the Servicer Guarantor for any act or failure to act hereunderact, except for its own any act involving their gross negligence or willful misconduct. (c) Nothing in this Agreement shall authorize the Agent, prior to an Event of Default (i) to participate in the management of or to operate any facility owned or operated by the Guarantor or (ii) to control decisions regarding the disposal or other management of hazardous substances generated, used or handled by the Guarantor or any of its Affiliates.

Appointment as Attorney-in-Fact. (aA) Each of The Lender shall hereby have the Borrower right and the Servicer Grantor hereby irrevocably constitutes make, constitute, and appoints appoint the Program Agent Lender (and any officer all officers, employees, or agent thereofagents designated by the Lender) as their true and lawful attorney-in-fact and agent, with full power of substitution, effective during the continuation of any Event of Termination, as its true and lawful attorney in fact with full irrevocable power and authority in the place and stead of the Borrower and the Servicer and in the name of the Borrower and the Servicer or in its own nameto, from time to time in the Program Agent’s discretion, for the purpose of carrying out the terms of this AgreementAgreement to the extent permitted by applicable law, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, each hereby give the Lender, subject to the other terms of the Borrower and the Servicer hereby gives the Program Agent this Agreement, the power and right, on behalf of the Borrower and the ServicerGrantor, without notice to or assent by, but with notice to, by the Borrower, if an Event of Termination shall have occurred and be continuing, Grantor to do the following: (i) in the name of the Borrower and the Servicer or its own name, or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Optional Contract Debtor Insurance or with respect to any other Collateral and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Program Agent for the purpose of collecting any and all such moneys due under any such Optional Contract Debtor Insurance or with respect to any other Collateral whenever payable; (ii) to pay or discharge taxes and Liens taxes, liens, security interests or other encumbrances levied or placed on or threatened against the Collateral; andPledged Collateral which are not permitted by the terms hereof; (iii) (Aii) to direct any party liable for any payment under any Collateral to make payment of any and all moneys due or to become due thereunder directly to the Program Agent or as the Program Agent shall direct; (B) to ask or demand for, collect, receive payment of and receipt for, 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 Pledged Collateral; and (Ciii) to sign and endorse any invoices, assignments, verifications, notices and other documents in connection with any of the Collateral; (Da) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction and to collect the Pledged Collateral or any Proceeds thereof and to enforce any other right in respect of any Pledged Collateral; (Eb) to defend any suit, action or proceeding brought against the Borrower Grantor with respect to any Pledged Collateral; (Fc) to settle, compromise or adjust any suit, action or proceeding described in clause (E) above and, in connection therewith, to give such discharges or releases as the Program Agent Lender may deem appropriate; and (Gd) following a Foreclosure Eventexcept to the extent prohibited by law, generally, to generally sell, transfer, pledge and pledge, make any agreement with respect to or otherwise deal with any of the Pledged Collateral as fully and completely as though the Program Agent Lender were the absolute owner thereof for all purposes, and (e) to do, at the Program AgentLender’s option and the Borrower’s and the ServicerGrantor’s expense, at any time, or from time to time, all acts and things which the Program Agent Lender reasonably deems necessary to protect, preserve or realize upon the Pledged Collateral and the Lien of the Program Agent for the benefit of the Secured Parties thereon and Lender’s security interest therein, in order to effect the intent of this Agreement, all as fully and effectively as the Borrower or the Servicer Grantor might do. Each of the Borrower and the Servicer The Grantor hereby ratifies all that such said attorneys shall lawfully do or cause to be done by virtue hereofhereof and in accordance herewith. This power of attorney is a power coupled with an interest and shall be irrevocable until payment in full of all Borrower Obligationsirrevocable. (bB) Each of the Borrower and the Servicer The Grantor also authorizes the Program AgentLender, at any time and from time to time, to execute, in connection with the any sale provided for in Section 7.02 hereof10 of this Agreement, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Pledged Collateral. (c) The powers conferred on the Program Agent are solely to protect the Program Agent’s (for the benefit of the Secured Parties) interests in the Collateral and shall not impose any duty upon the Program Agent to exercise any such powers. The Program Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither the Program Agent nor any of its officers, directors, or employees shall be responsible to the Borrower or the Servicer for any act or failure to act hereunder, except for its own gross negligence or willful misconduct.

Appointment as Attorney-in-Fact. (aA) Each Effective upon and during the continuance of an Event of Default under the Borrower and the Servicer Credit Agreement or in breach of this Agreement, Grantor hereby irrevocably constitutes and appoints the Program Agent Grantee and any officer or agent thereof, with full power of substitution, effective during the continuation of any Event of Termination, as its true and lawful attorney in attorney-in-fact with full irrevocable power and authority in the its place and stead of the Borrower and the Servicer and in the its name of the Borrower and the Servicer or in its own name, from time to time time, in the Program AgentGrantee’s discretion, for the purpose of carrying out the terms of this AgreementAgreement and any related documents to the extent permitted by applicable law, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this AgreementAgreement and any related documents, and, without limiting the generality of the foregoing, each of the Borrower and the Servicer hereby gives Grantee, subject to the Program Agent other terms of this Agreement, the power and right, on behalf of the Borrower and the Servicer, Grantor without notice to or assent by, but with notice to, the Borrower, if an Event of Termination shall have occurred and be continuing, by Grantor to do the following: (i) in the name of the Borrower and the Servicer or its own name, or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Optional Contract Debtor Insurance or with respect to any other Collateral and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Program Agent for the purpose of collecting any and all such moneys due under any such Optional Contract Debtor Insurance or with respect to any other Collateral whenever payable; (ii) to pay or discharge taxes and Liens taxes, liens, security interests or other encumbrances levied or placed on or threatened against the Collateral; andCollateral which are not permitted by the terms hereof; (iii) (Aii) to direct any party liable for any payment under any Collateral to make payment of any and all moneys due or to become due thereunder directly to the Program Agent or as the Program Agent shall direct; (B) to ask or demand for, collect, receive payment of and receipt for, 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; and (Ciii) to sign and endorse any invoicesduring the continuance of an Event of Default, assignments, verifications, notices and other documents in connection with any of the Collateral; (Da) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction and to collect the Collateral or any Proceeds thereof and to enforce any other right in respect of any Collateral; (Eb) to defend any suit, action or proceeding brought against the Borrower Grantor with respect to any Collateral; (Fc) to settle, compromise or adjust any suit, action or proceeding described in clause (E) above and, in connection therewith, to give such discharges or releases as the Program Agent Grantee may deem appropriate; and (Gd) following a Foreclosure Eventexcept to the extent prohibited by law, generally, generally to sell, transfer, pledge and pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Program Agent Grantee were the absolute owner thereof for all purposes, ; and (e) to do, at the Program AgentGrantee’s option and the Borrower’s and the ServicerGrantor’s expense, at any time, or from time to time, all acts and things which the Program Agent Grantee reasonably deems necessary to protect, preserve or realize upon the Collateral and the Lien of the Program Agent for the benefit of the Secured Parties thereon and Grantee’s security interest therein, in order to effect the intent of this Agreement, all as fully and effectively as the Borrower or the Servicer Grantor might do. Each of the Borrower and the Servicer Grantor hereby ratifies all that such said attorneys shall lawfully do or cause to be done by virtue hereofhereof and in accordance herewith. This power of attorney is a power coupled with an interest and shall be irrevocable until payment in full of all Borrower Obligationsirrevocable. (bB) Each of the Borrower and the Servicer Grantor also authorizes the Program Agent, Grantee at any time and from time to time, time to execute, in connection with the any sale provided for in Section 7.02 hereof10 of this Agreement, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral. (c) The powers conferred on the Program Agent are solely to protect the Program Agent’s (for the benefit of the Secured Parties) interests in the Collateral and shall not impose any duty upon the Program Agent to exercise any such powers. The Program Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither the Program Agent nor any of its officers, directors, or employees shall be responsible to the Borrower or the Servicer for any act or failure to act hereunder, except for its own gross negligence or willful misconduct.

Appointment as Attorney-in-Fact. (a) Each of the Borrower and the Servicer The Pledgor hereby irrevocably constitutes and appoints the Program Agent Designated Note Purchaser and the Designated Lender and any officer or agent thereof, with full power of substitution, effective during the continuation of any Event of Termination, as its true and lawful attorney in attorney-in-fact with full irrevocable power and authority in the place and stead of the Borrower and the Servicer Pledgor and in the name of the Borrower and the Servicer Pledgor or in its own name, from time to time in the Program Agent’s discretion, for the purpose of carrying out the terms of this Agreement, to take take, upon the occurrence and during the continuance of any Event of Default, any and all appropriate action and to execute any and all documents and instruments which that may be necessary or desirable to accomplish the purposes of this Agreement. Upon the occurrence and during the continuance of an Event of Default, and, without limiting the generality of the foregoing, each of the Borrower and the Servicer Pledgor hereby gives the Program Agent Designated Note Purchaser and the Designated Lender the power and right, on behalf of the Borrower and the ServicerPledgor, without notice to or assent by, but with notice to, by the Borrower, if an Event of Termination shall have occurred and be continuingPledgor, to do any or all of the following: (ia) in the name of the Borrower and the Servicer Pledgor or its own name, or otherwise, to take possession of and endorse indorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under or in respect of any Optional Contract Debtor Insurance or with respect to any other Collateral and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Program Agent Secured Parties for the purpose of collecting any and all such moneys due under or in respect of any such Optional Contract Debtor Insurance or with respect to any other Collateral whenever payable; (ii) to pay or discharge taxes and Liens levied or placed on or threatened against the Collateral; and (iiii) (A) to 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 Program Agent Designated Note Purchaser and the Designated Lender or as the Program Agent Designated Note Purchaser and the Designated Lender shall direct; (Bii) to ask or demand for, collect, and receive payment of and give 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; (Ciii) to receive, collect, sign and endorse any invoicesdrafts or other instruments, assignments, verifications, notices documents and other documents chattel paper in connection with any of the Collateral; (Div) to 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; (Ev) to defend any suit, action or proceeding brought against the Borrower Pledgor with respect to any Collateral; (Fvi) to settle, compromise or adjust any such suit, action or proceeding described in clause (E) above and, in connection therewith, to give such discharges or releases as the Program Agent Designated Note Purchaser and the Designated Lender (at the direction of the Secured Parties) may deem appropriate; and (Gvii) following a Foreclosure Event, generally, to sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Program Agent Designated Note Purchaser and the Designated Lender (for the benefit of the Secured Parties) were the absolute owner thereof for all purposes, and to do, at the Program Agent’s option of the Designated Note Purchaser and the Borrower’s Designated Lender and at the Servicer’s Pledgors' expense, at any time, or from time to time, all acts and things which that the Program Agent Designated Note Purchaser and the Designated Lender deems necessary to protect, preserve or realize upon the Collateral and the Lien of the Program Agent for the benefit of the Secured Parties thereon Parties' security interests therein and to effect the intent of this Agreement, all as fully and effectively as the Borrower or the Servicer Pledgor might do. Each of The Pledgor hereby acknowledges, consents and agrees that the Borrower and the Servicer hereby ratifies all that such attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney granted pursuant to this Section is a power irrevocable and coupled with an interest and shall be irrevocable until payment in full of all Borrower Obligationsinterest. (b) Each of the Borrower and the Servicer also authorizes the Program Agent, at any time and from time to time, to execute, in connection with the sale provided for in Section 7.02 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral. (c) The powers conferred on the Program Agent are solely to protect the Program Agent’s (for the benefit of the Secured Parties) interests in the Collateral and shall not impose any duty upon the Program Agent to exercise any such powers. The Program Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither the Program Agent nor any of its officers, directors, or employees shall be responsible to the Borrower or the Servicer for any act or failure to act hereunder, except for its own gross negligence or willful misconduct.

Appointment as Attorney-in-Fact. (a) Each of the Borrower and the Servicer Debtor hereby irrevocably constitutes and appoints the Program Agent Secured Party and any officer or agent thereof, with full power of substitution, effective during the continuation of any Event of Termination, as its true and lawful attorney in fact attorney-in-fact, with full irrevocable power and authority in the place and stead of the Borrower and the Servicer Debtor and in the name of the Borrower and the Servicer Debtor or in its own name, from time to time in the Program Agent’s discretiondiscretion of the Secured Party, 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 which may be necessary or desirable to accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, each of the Borrower and the Servicer Debtor hereby gives the Program Agent Secured Party the power and right, on behalf of the Borrower and the ServicerDebtor, without notice to or assent by, but with notice to, by the Borrower, if an Event of Termination shall have occurred and be continuingDebtor, to do the following: (ia) in the case of any Account, at any time when the authority of Debtor to collect the Accounts has been curtailed or terminated pursuant hereto, or in the case of any other Collateral, at any time when any Event of Default shall have occurred and be continuing, in the name of the Borrower and the Servicer Debtor or its own name, or otherwise, to take possession of and endorse indorse and collect any checks, drafts, notes, acceptances acceptances, or other instruments for the payment of moneys due under any Optional Contract Debtor Insurance under, or with respect to to, any other Collateral and to file any claim or to take any other action or proceeding Collateral; in any court the name of law or equity Debtor or otherwise deemed appropriate by the Program Agent for the purpose of collecting any and all such moneys due under any such Optional Contract Debtor Insurance or with respect to any other Collateral whenever payable; (ii) to pay or discharge taxes and Liens levied or placed on or threatened against the Collateral; and (iii) (A) to 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 Program Agent Secured Party or as the Program Agent Secured Party shall direct; (B) to ask or demand for, collect, receive payment of of, and receipt for, any and all moneys, claims claims, and other amounts due or to become due at any time in respect of or arising out of any Collateral; ; (Cb) at any time when an Event of Default shall have occurred and be continuing, to prepare, sign, and file financing statements and amendments thereto in the name of Debtor; (c) at any time when an Event of Default shall have occurred and be continuing, to take or cause to be taken all actions necessary to perform or comply or cause performance or compliance with the terms of this Agreement, including, without limitation, actions to pay or discharge taxes and Liens levied or placed on or threatened against the Collateral, to effect any repairs or obtain any insurance called for by the terms of this Agreement, and to pay all or any part of the premiums therefor and the costs thereof; (d) upon the occurrence and during the continuance of any Event of Default, (i) to sign and endorse indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtor, assignments, verifications, notices notices, and other documents in connection with any of the Collateral; , (Dii) to commence and prosecute any suits, actions 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; , (Eiii) to defend any suit, action action, or proceeding brought against the Borrower Debtor with respect to any Collateral; , (Fiv) to settle, compromise compromise, or adjust any suit, action action, or proceeding described in the preceding clause (E) above and, in connection therewith, to give such discharges or releases as the Program Agent Secured Party may deem appropriate; , and (Gv) following a Foreclosure Event, generallygen erally, to sell, transfer, pledge sell or transfer and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Program Agent Secured Party were the absolute owner thereof for all purposes, and to do, at the Program Agent’s option of the Secured Party and the Borrower’s and the Servicer’s expenseexpense of Debtor, at any time, or from time to time, all acts and things which the Program Agent Secured Party deems necessary to protect, preserve preserve, or realize upon the Collateral and the Lien of the Program Agent for the benefit Liens of the Secured Parties Party thereon and to effect the intent of this Agreement, all as fully and effectively as the Borrower or the Servicer Debtor might do; and (e) at any time when an Event of Default shall have occurred and be continuing, to execute, in connection with any foreclosure, any endorsements, assignments, or other instruments of conveyance or transfer with respect to the Collateral. Each of the Borrower and the Servicer Debtor hereby ratifies all that such said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable until payment irre vocable so long as any Obligation remains outstanding or any Commitment exists. Debtor hereby acknowledges and agrees that in full of all Borrower Obligations. (b) Each of acting pursuant to this power-of-attorney the Borrower Secured Party shall be acting in its own interest and the Servicer also authorizes the Program Agent, at any time and from time to time, to execute, in connection with the sale provided for in Section 7.02 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect shall have no fiduciary duties to the Collateral. (c) The powers conferred on the Program Agent are solely to protect the Program Agent’s (for the benefit of the Secured Parties) interests in the Collateral and shall not impose any duty upon the Program Agent to exercise any such powers. The Program Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powersDebtor, and neither the Program Agent nor Debtor hereby waives any of its officers, directors, or employees shall be responsible claims to the Borrower or the Servicer for any act or failure to act rights of a beneficiary of a fiduciary relationship hereunder, except for its own gross negligence or willful misconduct.

Appointment as Attorney-in-Fact. (a) Each Effective upon the occurrence and during the continuance of an Event of Default, the Borrower and the Servicer Company hereby irrevocably constitutes and appoints the Program Agent Agent, its agents, representatives and any officer or agent thereofdesignees, with full power of substitution, effective during the continuation of any Event of Termination, as its true and lawful attorney in attorney-in-fact with full irrevocable power and authority in the place and stead of the Borrower and the Servicer Company and in the name of the Borrower and the Servicer Company or in its own name, from time to time in the Program Agent’s 's discretion, 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 which may be necessary or desirable to accomplish the purposes of this AgreementAgreement (except, without limiting the generality of the foregoing, that the Agent shall not ratify any of its own actions pursuant to this power of attorney), and, without limiting the generality of the foregoing, each of the Borrower and the Servicer hereby gives the Program Agent in its sole discretion the power and right, on behalf of the Borrower and the ServicerCompany, without notice to or assent by, but with notice to, by the Borrower, if an Event of Termination shall have occurred and be continuingCompany, to do the following: (i) to ask, demand, collect, receive and give acquittances and receipts for any and all monies due and to become due under any Pledged Collateral and, in the name of the Borrower and the Servicer Company or its own name, name or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys monies due under any Optional Contract Debtor Insurance or with respect to any other Pledged Collateral and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Program Agent for the purpose of collecting any and all such monies due under any Pledged Collateral whenever payable and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Agent for the purpose of collecting any and all such moneys due under any such Optional Contract Debtor Insurance or with respect to any other Pledged Collateral whenever payable;; and (ii) to pay or discharge taxes and Liens taxes, liens, security interests or other encumbrances levied or placed on or threatened against the Pledged Collateral; and (iii) (A) to direct any party liable for any payment under any Collateral to make payment of any and all moneys due or to become due thereunder directly to the Program Agent or as the Program Agent shall direct; (B) to ask or demand for, collect, 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; (C) to sign and endorse any invoices, assignments, verifications, notices and other documents in connection with any of the Collateral; (D) to 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 thereof and to enforce any other right in respect of any Collateral; (E) to defend any suit, action or proceeding brought against the Borrower with respect to any Collateral; (F) to settle, compromise or adjust any suit, action or proceeding described in clause (E) above and, in connection therewith, to give such discharges or releases as the Program Agent may deem appropriate; and (G) following a Foreclosure Event, generally, to sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Program Agent were the absolute owner thereof for all purposes, and to do, at the Program Agent’s option and the Borrower’s and the Servicer’s expense, at any time, or from time to time, all acts and things which the Program Agent deems necessary to protect, preserve or realize upon the Collateral and the Lien of the Program Agent for the benefit of the Secured Parties thereon and to effect the intent of this Agreement, all as fully and effectively as the Borrower or the Servicer might do. Each of the Borrower and the Servicer The Company hereby ratifies all that such attorneys said attorney shall lawfully do or cause to be done by virtue hereof. This hereof and acknowledges that this power of attorney is a power coupled with an interest and shall be irrevocable until payment in full of all Borrower Obligationsirrevocable. (b) Each of the Borrower and the Servicer also authorizes the Program Agent, at any time and from time to time, to execute, in connection with the sale provided for in Section 7.02 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral. (c) The powers conferred on the Program Agent hereunder are solely to protect the Program Agent’s (for 's and the benefit of the Secured Parties) Lenders' interests in the Pledged Collateral and shall not impose any duty upon the Program Agent to exercise any such powers. The Program Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, powers and neither the Program Agent nor any of its (c) Nothing in this Agreement shall authorize the Agent, prior to an Event of Default (i) to participate in the management of or to operate any facility owned or operated by the Company or (ii) to control decisions regarding the disposal or other management of hazardous substances generated, used or handled by the Company or any of its officers, directors, or employees shall be responsible to the Borrower or the Servicer for any act or failure to act hereunder, except for its own gross negligence or willful misconductAffiliates.

Appointment as Attorney-in-Fact. (a) Each of the Borrower and the Servicer Loan Party hereby irrevocably constitutes and appoints each of the Program Administrative Agent, the Collateral Agent and any officer or agent thereof, with full power of substitution, effective solely during the continuation of any Event of TerminationDefault, as its true and lawful attorney in fact with full irrevocable power and authority in the place and stead of the Borrower and the Servicer such Loan Party and in the name of the Borrower and the Servicer such Loan Party or in its own name, from time to time in the Program Administrative Agent’s discretion, 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 which may be necessary or desirable to accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, each of the Borrower and the Servicer Loan Party hereby gives the Program Administrative Agent (and the Collateral Agent as directed by the Administrative Agent) the power and right, on behalf of the Borrower and the Servicersuch Loan Party, without assent by, but with notice to, the Borrowersuch Loan Party, if an Event of Termination Default shall have occurred and be continuing, to do the following: (i) in the name of the Borrower and the Servicer such Loan Party or its own name, or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Optional Contract Debtor Insurance or with respect to any other Collateral and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Program Administrative Agent for the purpose of collecting any and all such moneys due under any such Optional Contract Debtor Insurance or with respect to any other Collateral whenever payable; (ii) to pay or discharge taxes and Liens levied or placed on or threatened against the Collateral; and (iii) (A) to direct any party liable for any payment under any Collateral to make payment of any and all moneys due or to become due thereunder directly to the Program Administrative Agent or the Collateral Agent or as the Program Administrative Agent or the Collateral Agent shall direct; (B) to ask or demand for, collect, 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; (C) to sign and endorse any invoices, assignments, verifications, notices and other documents in connection with any of the Collateral; (D) to 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 thereof and to enforce any other right in respect of any Collateral; (E) to defend any suit, action or proceeding brought against the Borrower Loan Parties with respect to any Collateral; (F) to settle, compromise or adjust any suit, action or proceeding described in clause (E) above and, in connection therewith, to give such discharges or releases as the Program Administrative Agent (or the Collateral Agent as directed by the Administrative Agent) may deem appropriate; and (G) following a Foreclosure Event, generally, to sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Program Administrative Agent or the Collateral Agent were the absolute owner thereof for all purposes, and to do, at the Program option of the Administrative Agent (or the Collateral Agent as directed by the Administrative Agent’s option ) and the Borrower’s and the Servicer’s Loan Parties’ expense, at any time, or from time to time, all acts and things which the Program Administrative Agent (or the Collateral Agent as directed by the Administrative Agent) deems necessary to protect, preserve or realize upon the Collateral and the Lien of the Program Administrative Agent or the Collateral Agent for the benefit of the Secured Parties thereon and to effect the intent of this Agreement, all as fully and effectively as the Borrower or the Servicer Loan Parties might do. Each of the Borrower and the Servicer The Loan Parties hereby ratifies ratify all that such attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable until payment in full of all Borrower Obligationsthe Final Collection Date. (b) Each of the Borrower and the Servicer also authorizes the Program Agent, at any time and from time to time, to execute, in connection with the sale provided for in Section 7.02 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral. (c) The powers conferred on the Program Administrative Agent and the Collateral Agent are solely to protect the Program Administrative Agent’s and the Collateral Agent’s (for the benefit of the Secured Parties) interests in the Collateral and shall not impose any duty upon the Program Administrative Agent to exercise any such powers. The Program Administrative Agent and the Collateral Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither none of the Program Administrative Agent, the Collateral Agent nor or any of its officers, directors, or employees shall be responsible to the Borrower or the Servicer Loan Parties for any act or failure to act hereunder, except for its own gross negligence negligence, bad faith or willful misconduct.

Appointment as Attorney-in-Fact. (a) Each Subject to the provisions in Section 11, effective upon the occurrence and during the continuance of an Event of Default, the Borrower and the Servicer Company hereby irrevocably constitutes and appoints the Program Agent and any officer or agent thereofthe Collateral Agent, their agents, representatives and designees, with full power of substitution, effective during the continuation of any Event of Termination, as its true and lawful attorney in attorney-in-fact with full irrevocable power and authority in the place and stead of the Borrower and the Servicer Company and in the name of the Borrower and the Servicer Company or in its their own namenames, from time to time in the Program Agent’s 's or the Collateral Agent's, whichever applicable, discretion, 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 which may be necessary or desirable to accomplish the purposes of this AgreementAgreement (except, without limiting the generality of the foregoing, that neither the Agent or the Collateral Agent shall ratify any of their own actions pursuant to this power of attorney) and, without limiting the generality of the foregoing, each of the Borrower and the Servicer hereby gives the Program Agent or the Collateral Agent, whichever applicable, in their or its sole discretion the power and right, on behalf of the Borrower and the ServicerCompany, without notice to or assent by, but with notice to, by the Borrower, if an Event of Termination shall have occurred and be continuingCompany, to do the following: (i) to ask, demand, collect, receive and give acquittances and receipts for any and all monies due and to become due under any Assigned Collateral and, in the name of the Borrower and the Servicer Company or its their own name, names or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys monies due under any Optional Contract Debtor Insurance or with respect to any other Assigned Collateral and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Program Agent and the Collateral Agent for the purpose of collecting any and all such monies due under any Assigned Collateral whenever payable and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Agent or the Collateral Agent, whichever applicable, for the purpose of collecting any and all such moneys due under any such Optional Contract Debtor Insurance or with respect to any other Assigned Collateral whenever payable; (ii) to pay or discharge taxes and Liens taxes, liens, security interests or other encumbrances levied or placed on or threatened against the Assigned Collateral; and (iii) (A) to direct any party liable for any payment under any Collateral to make payment of any and all moneys due or to become due thereunder directly to the Program Agent or as the Program Agent shall direct; (B) to ask or demand for, collect, 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; (C) to sign and endorse any invoices, assignments, verifications, notices and other documents in connection with any of the Collateral; (D) to 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 thereof and to enforce any other right in respect of any Collateral; (E) to defend any suit, action or proceeding brought against the Borrower with respect to any Collateral; (F) to settle, compromise or adjust any suit, action or proceeding described in clause (E) above and, in connection therewith, to give such discharges or releases as the Program Agent may deem appropriate; and (G) following a Foreclosure Event, generally, to sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Program Agent were the absolute owner thereof for all purposes, and to do, at the Program Agent’s option and the Borrower’s and the Servicer’s expense, at any time, or from time to time, all acts and things which the Program Agent deems necessary to protect, preserve or realize upon the Collateral and the Lien of the Program Agent for the benefit of the Secured Parties thereon and to effect the intent of this Agreement, all as fully and effectively as the Borrower or the Servicer might do. Each of the Borrower and the Servicer hereby ratifies all that such attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable until payment in full of all Borrower Obligations. (b) Each of the Borrower and the Servicer also authorizes the Program Agent, at any time and from time to time, to execute, in connection with the sale provided for in Section 7.02 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral. (c) The powers conferred on the Program Agent are solely to protect the Program Agent’s (for the benefit of the Secured Parties) interests in the Collateral and shall not impose any duty upon the Program Agent to exercise any such powers. The Program Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither the Program Agent nor any of its officers, directors, or employees shall be responsible to the Borrower or the Servicer for any act or failure to act hereunder, except for its own gross negligence or willful misconduct.

Appointment as Attorney-in-Fact. (a) Each of the Borrower and the Servicer hereby irrevocably constitutes and appoints each of the Program Collateral Agent and the Lender and any officer or agent thereof, with full power of substitution, effective during the continuation of any Event of Termination, as its true and lawful attorney in attorney-in-fact with full irrevocable power and authority in the place and stead of the such Borrower and the Servicer and in the name of the such Borrower and the Servicer or in its own name, from time to time in the Program Collateral Agent’s 's or the Lender's discretion, for the purpose of carrying out the terms of this Loan Agreement, the Security Instruments and the Loan Documents to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Loan Agreement, the Security Instruments and the Loan Documents, and, without limiting the generality of the foregoing, each Borrower hereby gives each of the Borrower Collateral Agent and the Servicer hereby gives the Program Agent Lender the power and right, on behalf of the Borrower and the Servicersuch Borrower, without assent by, but with notice to, the BorrowerBorrowers, if an Event of Termination a Default shall have occurred and be continuing, to do the following: (i) in the name of the any Borrower and the Servicer or its own name, or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Optional Contract Debtor Insurance insurance or with respect to any other Collateral and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Program Collateral Agent or the Lender for the purpose of collecting any and all such moneys due under any such Optional Contract Debtor Insurance insurance or with respect to any other Collateral whenever payable; (ii) to pay or discharge taxes Taxes and Liens levied or placed on or threatened against the Collateral; and (iii) (A) to direct any party liable for any payment under any Collateral to make payment of any and all moneys due or to become due thereunder directly to the Program Collateral Agent or the Lender or as the Program Collateral Agent or the Lender shall direct; (B) to ask or demand for, collect, 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; (C) to sign and endorse any invoices, assignments, verifications, notices and other documents in connection with any of the Collateral; (D) to 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 thereof and to enforce any other right in respect of any Collateral; (E) to defend any suit, action or proceeding brought against the any Borrower with respect to any Collateral; (F) to settle, compromise or adjust any suit, action or proceeding described in clause (E) above and, in connection therewith, to give such discharges or releases as the Program Collateral Agent or the Lender may deem appropriate; and (G) following a Foreclosure Event, generally, to sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Program Collateral Agent or the Lender were the absolute owner thereof for all purposes, and to do, at the Program Agent’s Collateral Agent or the Lender's option and the Borrower’s and the Servicer’s Borrowers' expense, at any time, or and from time to time, all acts and things which the Program Collateral Agent or the Lender deems necessary to protect, preserve or realize upon the Collateral and the Lien of Collateral Agent or the Program Agent for the benefit of the Secured Parties Lender's Liens thereon and to effect the intent of this Agreementthe Loan Documents, all as fully and effectively as the Borrower or the Servicer Borrowers might do. Each of the Borrower and the Servicer hereby ratifies all that such attorneys said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable until payment in full of all irrevocable. Each Borrower Obligations. (b) Each of the Borrower and the Servicer also authorizes the Program AgentLender, at any time and from time to time, to execute, in connection with the any sale provided for in Section 7.02 hereofherein, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral. (c) . The powers of attorney described in this Section 33 are coupled with an interest and irrevocable, shall survive Borrowers' death or dissolution, and shall not be affected by Borrowers' disability in any manner. As additional security to Collateral Agent and Lender, Borrowers hereby authorize Collateral Agent or Lender to sign and file financing statements at any time with respect to any and all items of personalty included as a portion of the Properties, which may be subject to a security interest pursuant to the UCC, without the signature of Borrowers. Borrowers will, however, at any time on reasonable request of Collateral Agent or Lender, sign financing statements, trust receipts, security agreements or other agreements with respect to Collateral Agent or Lender's security interests in such Properties. Upon the Borrowers' failure to do so, Collateral Agent or Lender is authorized as the agent of Borrowers to sign any such agreement which reasonably relate to Collateral Agent or Lender's security interest in the Properties and do not otherwise increase Borrowers' obligations under the Loan Documents. Borrowers agree to pay all filing fees and to reimburse Collateral Agent and Lender all reasonable costs and expenses of any kind incurred in any way in connection with establishing the Collateral Agent's or Lender's security interest in such Properties. The powers conferred on the Program Collateral Agent and the Lender are solely to protect the Program Agent’s (for Collateral Agent and the benefit of the Secured Parties) Lender's interests in the Collateral and shall not impose any duty upon the Program Collateral Agent or the Lender to exercise any such powers. The Program Collateral Agent and the Lender shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither none of the Program Agent Collateral Agent, the Lender nor any of its officers, directors, or employees shall be responsible to the Borrower or the Servicer Borrowers for any act or failure to act hereunder, except for its own gross negligence or willful misconduct. Upon termination of this Loan Agreement and repayment to the Lender of all amounts due and the performance of all obligations under the Loan Documents the Lender and the Collateral Agent shall release their respective security interests in any remaining Collateral; provided that if any payment, or any part thereof, of any of the obligations is rescinded or must otherwise be restored or returned by the Lender upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any Borrower, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or a trustee or similar officer for, any Borrower or any substantial part of its Property, or otherwise, this Loan Agreement, all rights hereunder and the Liens created hereby shall continue to be effective, or be reinstated, as though such payments had not been made.

Appointment as Attorney-in-Fact. (a) Each Without limiting the rights of the Borrower and Administrative Agent set forth elsewhere in this Pledge Agreement or the Servicer other Loan Documents, each Pledgor hereby irrevocably grants, constitutes and appoints the Program Administrative Agent as its proxy and any officer attorney‐in‐fact for such Pledgor with respect to the Pledged Interests (or agent thereofother Collateral, as may be applicable) owned by such Pledgor with the right, upon the occurrence of an Event of Default, with full power of substitution, effective during to take any or all of the continuation following actions: (i) vote all or any part of any Event of Terminationsuch Pledged Interests (or other Collateral, as its true and lawful attorney in fact with full irrevocable power and authority in may be applicable), (ii) transfer, record or register on the place and stead books, records, stock ledger or otherwise of the Borrower and the Servicer and relevant issuer in its name or in the name of its nominee the Borrower whole or any part of such Pledged Interests (or other Collateral, as may be applicable), and ensure that the Servicer books, records, stock ledger or otherwise expressly empower the Administrative Agent to vote such Pledged Interests (or other Collateral, as may be applicable), (iii) receive and collect any dividend or other payment or distribution in respect of, or in its own nameexchange for, from time such Pledged Interests (or any other Collateral, as may be applicable) or any portion thereof, to time in the Program Agent’s discretion, give full discharge for the purpose same and to indorse any instrument made payable to such Pledgor for same, (iv) ​ exercise all other rights, powers, privileges, and remedies (including, without limitation, all economic rights, all control rights, authority and powers, and all status rights of carrying out the terms such Pledgor as a member, shareholder, partner or other owner of this Agreementsuch Pledged Interests (or any other Collateral, as may be applicable)) to which a holder of such Pledged Interests (or any other Collateral, as may be applicable) would be entitled (including, with respect to such Pledged Interests (or any other Collateral, as may be applicable), giving or withholding written consents of members, calling special meetings of members, and voting at such meetings), and (v) take any and all appropriate action and to execute any and all documents and instruments instrument which the Administrative Agent may be deem necessary or desirable advisable to accomplish the purposes of this Pledge Agreement, and, without limiting the generality . The appointment of the foregoing, each Administrative Agent as proxy and attorney‐in‐fact granted hereby shall be (1) effective automatically upon the occurrence of the Borrower and the Servicer hereby gives the Program Agent the power and right, on behalf of the Borrower and the Servicer, without assent by, but with notice to, the Borrower, if an Event of Termination shall have occurred and Default without the necessity that any action (including, without limitation, that any transfer or registration of any of the Pledged Interests (or any other Collateral, as may be continuingapplicable) be recorded on the books, to do records or stock ledger of the following: relevant issuer or that any of the Pledged Interests (ior any other Collateral, as may be applicable) be registered in the name of the Borrower and the Servicer or its own name, Administrative Agent or otherwise), to take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Optional Contract Debtor Insurance or with respect to any other Collateral and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Program Agent for the purpose of collecting any and all such moneys due under any such Optional Contract Debtor Insurance or with respect to any other Collateral whenever payable; (ii2) to pay or discharge taxes and Liens levied or placed on or threatened against the Collateral; and (iii) (A) to direct any party liable for any payment under any Collateral to make payment of any and all moneys due or to become due thereunder directly to the Program Agent or as the Program Agent shall direct; (B) to ask or demand for, collect, 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; (C) to sign and endorse any invoices, assignments, verifications, notices and other documents in connection with any of the Collateral; (D) to 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 thereof and to enforce any other right in respect of any Collateral; (E) to defend any suit, action or proceeding brought against the Borrower with respect to any Collateral; (F) to settle, compromise or adjust any suit, action or proceeding described in clause (E) above and, in connection therewith, to give such discharges or releases as the Program Agent may deem appropriate; and (G) following a Foreclosure Event, generally, to sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Program Agent were the absolute owner thereof for all purposes, and to do, at the Program Agent’s option and the Borrower’s and the Servicer’s expense, at any time, or from time to time, all acts and things which the Program Agent deems necessary to protect, preserve or realize upon the Collateral and the Lien of the Program Agent for the benefit of the Secured Parties thereon and to effect the intent of this Agreement, all as fully and effectively as the Borrower or the Servicer might do. Each of the Borrower and the Servicer hereby ratifies all that such attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and (3) valid and IRREVOCABLE until this Pledge Agreement is terminated in accordance with Section 13.10(b)(iii) of the Loan Agreement. Such appointment of the Administrative Agent as proxy and attorney‐in‐fact shall be valid and irrevocable until payment as provided herein notwithstanding any limitations to the contrary set forth in full the articles of all Borrower Obligationsorganization, limited liability company agreements, partnership agreement or other Organizational Documents of any Pledgor or any Pledged Entity. In order to further effect the foregoing grant of rights in favor of the Administrative Agent, Administrative Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, to present to any issuer of Pledged Interests (or any other Collateral, as may be applicable) an irrevocable proxy, registration page, and/or stock ledger. (b) Each of the Borrower All powers, authorizations and agencies contained in this Pledge Agreement are coupled with an interest and are irrevocable until this Pledge Agreement is terminated and the Servicer also authorizes the Program Agent, at any time and from time to time, to execute, in connection with the sale provided for in Section 7.02 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateralsecurity interests created hereby are released. (c) The powers conferred on the Program Agent are solely to protect the Program Agent’s (for the benefit of the Secured Parties) interests in the Collateral and shall not impose any duty upon the Program Agent to exercise any such powers. The Program Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither the Program Agent nor any of its officers, directors, or employees shall be responsible to the Borrower or the Servicer for any act or failure to act hereunder, except for its own gross negligence or willful misconduct.

Appointment as Attorney-in-Fact. (a) Each of the Borrower and the Servicer Debtor hereby irrevocably constitutes and appoints the Program Agent Secured Party, and any officer or agent thereof, with full power of and substitution, effective during the continuation of any Event of Termination, as its true and lawful attorney in fact Attorney-in-Fact with full irrevocable power and authority in the their place and stead of the Borrower and the Servicer and in the name of the Borrower and the Servicer or in its Secured Party's own name, from time to time in the Program Agent’s Secured Party's discretion, for the purpose of carrying out the terms of this AgreementSecurity Agreement and the Note and other instruments executed in connection herewith, to take any and all appropriate action actions and to execute any and all documents and instruments which may be necessary or desirable in Secured Party's opinion to accomplish the purposes of this Agreement, such documents and, without limiting the generality of the foregoing, each of the Borrower and the Servicer hereby gives the Program Agent give Secured Party the power and right, on behalf of the Borrower and the ServicerDebtor, without notice to or assent byby it, but with notice upon a default hereunder or under the Note, to, the Borrower, if an Event of Termination shall have occurred and be continuing, to do the following: : (i) ask, demand, collect, receive and give acquittances and receipt for any and all monies due and to become due under any Collateral, (ii) in the name of the Borrower and the Servicer Debtor or in its own name, or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys monies due under or by reason of any Optional Contract Debtor Insurance or with respect Collateral, (iii) grant extensions of time to any pay, compromise and settle claims, accounts and general intangibles for less than face value and execute all releases and other Collateral and to documents in connection therewith, (iv) file any claim or to take commence and prosecute any other action or proceeding in any court of law or equity or otherwise take any other action deemed appropriate by the Program Agent Secured Party for the purpose of collecting any and all such moneys monies due under any such Optional Contract Debtor Insurance or with respect to any other Collateral whenever payable; (ii) to pay or discharge taxes and Liens levied or placed on or threatened against the Collateral; and (iii) (A) to direct any party liable for any payment under any Collateral to make payment of any and all moneys due or to become due thereunder directly to the Program Agent or as the Program Agent shall direct; (B) to ask or demand for, collect, 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; (C) to sign and endorse any invoices, assignments, verifications, notices and other documents in connection with any of the Collateral; (D) to 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 thereof whenever payable and to enforce any other right in respect thereof; (v) direct any party liable for any payment in respect of any of the, Collateral to make such payment directly to Secured Party or as it shall direct; (vi) sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, assignments and notices in connection with accounts and other documents relating to the Collateral; (Evii) to defend any suit, action or proceeding brought against the Borrower Debtor with respect to any Collateral; (Fviii) to settle, compromise or adjust any suit, action or proceeding described in clause (E) above and, in connection therewith, to give such discharges or releases as the Program Agent may deem appropriate; and (G) following a Foreclosure Event, generally, generally to sell, transfertransfer pledge, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Program Agent Secured Party were the absolute owner thereof for all purposes, and to do, at the Program Agent’s Secured Party's option and the Borrower’s and the Servicer’s Debtor's expense, at any time, or from time to time, time all acts and things which the Program Agent Secured Party deems necessary to protect, preserve or realize upon the Collateral and Secured Party's rights and interests to, in and under the Lien of the Program Agent for the benefit of the Secured Parties thereon and to effect the intent of this Agreement, all as fully and effectively as the Borrower or the Servicer might do. Each of the Borrower and the Servicer hereby ratifies all that such attorneys shall lawfully do or cause to be done by virtue hereofCollateral. This power of attorney is a power coupled with an interest and shall be irrevocable until payment in full of all Borrower Obligations. (b) Each irrevocable. The powers conferred upon Secured Party hereunder are solely to protect its rights and interests in, to and under the Collateral and shall not impose any duty upon it to exercise any such powers. Secured Party shall be accountable only for amounts that are actually received as a result of the Borrower exercise of such powers, and the Servicer also neither it nor any of its officers, directors, shareholders, employees, or, agents shall be responsible to Debtor for any act or omission whatsoever. Debtor hereby authorizes the Program AgentSecured Party, at any time and from time to time, (i) to executecommunicate directly in its own name with any party who is obligated to Debtor with regard to the assignment and collection of such obligation and other matters relating thereto, in connection with the sale provided for in Section 7.02 hereof, and (ii) to execute any endorsements, assignments or other instruments of conveyance or transfer with respect to the CollateralCollateral in connection with any sale or other conveyance or transfer thereof pursuant to section 7 above. (c) The powers conferred on the Program Agent are solely to protect the Program Agent’s (for the benefit of the Secured Parties) interests in the Collateral and shall not impose any duty upon the Program Agent to exercise any such powers. The Program Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither the Program Agent nor any of its officers, directors, or employees shall be responsible to the Borrower or the Servicer for any act or failure to act hereunder, except for its own gross negligence or willful misconduct.

Appointment as Attorney-in-Fact. (a) Each of the Borrower and the Servicer hereby irrevocably constitutes and appoints the Program Agent Pledgee and any officer or agent thereof, with full power of substitution, effective during the continuation of any Event of Termination, as its true and lawful attorney in attorney-in-fact with full irrevocable power and authority in the place and stead of the Borrower and the Servicer and in the name of the Borrower and the Servicer or in its own name, from time to time in the Program Agent’s Pledgee's reasonable discretion, for the purpose of carrying out the terms of this Security Agreement, to take any and all appropriate action and to execute and deliver any and all documents and instruments which may be necessary or desirable to accomplish the purposes purpose of this Agreement, Security Agreement and, without limiting the generality of the foregoing, each of the Borrower and the Servicer hereby gives the Program Agent Pledgee the power and right, on behalf of the Borrower and the ServicerBorrower, without notice to or assent by, but with notice to, the Borrower, if an Event of Termination shall have occurred and be continuing, by Borrower to do the following: (i) to ask, demand, collect, receive and give acquittances and receipts for any and all moneys due and to become due under any Collateral and, in the name of the Borrower and the Servicer or its own name, name or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments Instruments for the payment of moneys monies due under any Optional Contract Debtor Insurance Collateral, to access all post office boxes maintained by or with respect to for Borrower for the collection of any other Collateral of the Collateral, and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Program Agent Pledgee for the purpose of collecting any and all such moneys due under any such Optional Contract Debtor Insurance Collateral whenever payable and to file any claim or with respect to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by Pledgee for the purpose of collecting any and all such moneys due under any Collateral whenever payable; (ii) to pay or discharge taxes and Liens taxes, liens, security interests or other encumbrances levied or placed on or threatened against the Collateral, to effect any repairs or any insurance called for by the terms of this Security Agreement and to pay all or any part of the premiums therefor and the costs thereof; and (iii) (A) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or due, and to become due thereunder thereunder, directly to the Program Agent Lender or as the Program Agent Lender shall direct; (B) to ask or demand for, collect, receive payment of and receipt for, for any and all moneys, claims and other amounts due or due, and to become due at any time time, in respect of or arising out of any Collateral; (C) to sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, verifications and notices and other documents in connection with any of accounts and other Documents constituting or relating to the Collateral; (D) to 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 part thereof and to enforce any other right in respect of any Collateral; (E) to defend any suit, action or proceeding brought against the Borrower with respect to any Collateral; (F) to settle, compromise or adjust any suit, action or proceeding described in clause (E) above and, in connection -------------------------------------------------------------------------------- SECURITY AGREEMENT - PAGE 12 (HW PARTNERS/ORIX GLOBAL) conjunction therewith, to give such discharges or releases as the Program Agent Pledgee may deem appropriate; and (G) following a Foreclosure Eventto license or, generallyto the extent permitted by an applicable license, sublicense, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, any Patent or Trademark, throughout the world for such term or terms, on such conditions, and in such manner, as Pledgee shall in its sole discretion determine; and (H) generally to sell, transfer, pledge and pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Program Agent Pledgee were the absolute owner thereof for all purposes, and to do, at the Program Agent’s Pledgee's option and the Borrower’s and the Servicer’s 's expense, at any time, or from time to time, all acts and things which the Program Agent Pledgee reasonably deems necessary to protect, preserve or realize upon the Collateral and the Lien of the Program Agent for the benefit of the Secured Parties thereon Pledgee's and Lender's security interest therein, in order to effect the intent of this Security Agreement, all as fully and effectively as the Borrower or the Servicer might do. (b) Pledgee agrees that, except upon the occurrence and during the continuation of an Event of Default, it will forebear from exercising the power of attorney or any rights granted to Pledgee pursuant to this Section 6. Each of Borrower hereby ratifies, to the Borrower and the Servicer hereby ratifies extent permitted by law, all that such said attorneys shall lawfully do or cause to be done by virtue hereof. This The power of attorney granted pursuant to this Section 6 is a power coupled with an interest and shall be irrevocable until payment the Secured Obligations are indefeasibly paid in full of all Borrower Obligationsfull. (bc) Each The powers conferred on Pledgee hereunder are solely to protect Pledgee's interests in the Collateral and shall not impose any duty upon it or Lender to exercise any such powers. Pledgee shall be accountable only for amounts that it actually receives as a result of the exercise of such powers and neither it nor any of its officers, directors, employees or agents shall be responsible to Borrower and the Servicer for any act or failure to act, except for its or their own gross negligence or willful misconduct. (d) Borrower also authorizes the Program AgentPledgee, at any time and from time to timetime upon the occurrence and during the continuation any Event of Default, (i) to communicate in its own name with any party to any Contract with regard to the assignment of the right, title and interest of Borrower in and under the Contracts hereunder and other matters relating thereto and (ii) to execute, in connection with the sale provided for in Section 7.02 8 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral. (c) The powers conferred on the Program Agent are solely to protect the Program Agent’s (for the benefit of the Secured Parties) interests in the Collateral and shall not impose any duty upon the Program Agent to exercise any such powers. The Program Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither the Program Agent nor any of its officers, directors, or employees shall be responsible to the Borrower or the Servicer for any act or failure to act hereunder, except for its own gross negligence or willful misconduct.

Appointment as Attorney-in-Fact. (a) Each of the Borrower and the Servicer The Grantor hereby irrevocably constitutes and appoints the Program Agent Designated Note Investor and any officer or agent thereof, with full power of substitution, effective during the continuation of any Event of Termination, as its true and lawful attorney in attorney-in-fact with full irrevocable power and authority in the place and stead of the Borrower and the Servicer Grantor and in the name of the Borrower and the Servicer Grantor or in its own name, from time to time in the Program Agent’s discretion, for the purpose of carrying out the terms of this Agreement, to take take, upon the occurrence and during the continuance of any Event of Default, any and all appropriate action and to execute any and all documents and instruments which that may be necessary or desirable to accomplish the purposes of this Agreement. Upon the occurrence and during the continuance of an Event of Default, and, without limiting the generality of the foregoing, each of the Borrower and the Servicer Grantor hereby gives the Program Agent Designated Note Investor the power and right, on behalf of the Borrower and the ServicerGrantor, without notice to or assent by, but with notice to, by the Borrower, if an Event of Termination shall have occurred and be continuingGrantor, to do any or all of the following: (ia) in the name of the Borrower and the Servicer Grantor or its own name, or otherwise, to take possession of and endorse indorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under or in respect of any Optional Contract Debtor Insurance or with respect to any other Collateral and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Program Agent Designated Note Investor for the purpose of collecting any and all such moneys due under or in respect of any such Optional Contract Debtor Insurance or with respect to any other Collateral whenever payable; (ii) to pay or discharge taxes and Liens levied or placed on or threatened against the Collateral; and (iiii) (A) to 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 Program Agent Designated Note Investor or as the Program Agent Designated Note Investor shall direct; (Bii) to ask or demand for, collect, and receive payment of and give 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; (Ciii) to receive, collect, sign and endorse any invoicesdrafts or other instruments, assignments, verifications, notices documents and other documents chattel paper in connection with any of the Collateral; (Div) to 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; (Ev) to defend any suit, action or proceeding brought against the Borrower Grantor with respect to any Collateral; (Fvi) to settle, compromise or adjust any such suit, action or proceeding described in clause (E) above and, in connection therewith, to give such discharges or releases as the Program Agent Designated Note Investor may deem appropriate; and (Gvii) following a Foreclosure Event, generally, to sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Program Agent Designated Note Investor (for the benefit of the Secured Parties) were the absolute owner thereof for all purposes, and to do, at the Program Agent’s option of the Secured Parties and the Borrower’s and the Servicer’s at their expense, at any time, or from time to time, all acts and things which that the Program Agent deems Secured Parties deem necessary to protect, preserve or realize upon the Collateral and the Lien of the Program Agent for the benefit of the Secured Parties thereon Parties' security interests therein and to effect the intent of this Agreement, all as fully and effectively as the Borrower or the Servicer Grantor might do. Each of Grantor hereby acknowledges, consents and agrees that the Borrower and the Servicer hereby ratifies all that such attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney granted pursuant to this Section is a power irrevocable and coupled with an interest and shall be irrevocable until payment in full of all Borrower Obligationsinterest. (b) Each of the Borrower and the Servicer also authorizes the Program Agent, at any time and from time to time, to execute, in connection with the sale provided for in Section 7.02 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral. (c) The powers conferred on the Program Agent are solely to protect the Program Agent’s (for the benefit of the Secured Parties) interests in the Collateral and shall not impose any duty upon the Program Agent to exercise any such powers. The Program Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither the Program Agent nor any of its officers, directors, or employees shall be responsible to the Borrower or the Servicer for any act or failure to act hereunder, except for its own gross negligence or willful misconduct.

Appointment as Attorney-in-Fact. (a) Each of the Borrower and the Servicer The Grantor hereby irrevocably constitutes and appoints the Program Agent Secured Party and any such officer or agent thereof, with full power of substitution, effective during the continuation of any Event of Termination, as its true and lawful attorney in attorney-in-fact with full irrevocable power and authority in the its place and stead of the Borrower and the Servicer and in the its name of the Borrower and the Servicer or in its own name, from time to time time, in the Program Agent’s Secured Party's discretion, for the purpose of carrying out the terms of this Agreement, to the extent permitted by applicable law, to take any and all appropriate action and to execute any and all documents and instruments Instruments which may be necessary or desirable to accomplish the purposes of this Agreement, Agreement and, without limiting the generality of the foregoing, each of the Borrower and the Servicer hereby gives Secured Party, subject to the Program Agent other terms of this Agreement, the power and right, on behalf of the Borrower and the ServicerGrantor, without notice to or assent by, but with notice to, by the Borrower, if an Event of Termination shall have occurred and be continuing, Grantor to do the following: (i) to ask, demand, collect, receive and give acquittances and receipts for any and all moneys due and to become due under the Receivables and, in the name of the Borrower and the Servicer Grantor or its own name, name or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments Instruments for the payment of moneys due under any Optional Contract Debtor Insurance or with respect to any other Collateral Receivable and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Program Agent Grantor for the purpose of collecting any and all such moneys due under any such Optional Contract Debtor Insurance or with respect to any other Collateral Receivables whenever payable; (ii) to pay or discharge taxes and Liens taxes, liens, security interests or other encumbrances levied or placed on or threatened against the Collateral; andCollateral which are not permitted by the terms hereof, to effect any repairs or procure any insurance called for by the terms of this Agreement and to any all or any part of the premiums therefor and the costs thereof; (iii) (A) to direct any party liable for any payment under any Collateral to make payment of any and all moneys due or to become due thereunder directly to the Program Agent or as the Program Agent shall direct; (B) to ask or demand for, collect, receive payment of and receipt for, 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; and (CB) to sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, verifications and notices in connection with Accounts and other documents in connection with any of relating to the Collateral; and (Div) upon the occurrence and continuance of an Event of Default, (A) to notify the post office authorities to change the address for delivery of the Grantor's mail to an address designated by Secured Party; (B) to receive, open and dispose of all mail addressed to the Grantor; (C) to 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 Proceeds thereof and to enforce any other right in respect of any Collateral; (ED) to defend any suit, action or proceeding brought against the Borrower Grantor with respect to any Collateral; (FE) to settle, compromise or adjust any suit, action or proceeding described in clause (E) above and, in connection therewith, to give such discharges or releases as the Program Agent Secured Party may deem appropriate; and (GF) following a Foreclosure Eventexcept to the extent prohibited by law, generally, generally to sell, transfer, pledge and pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Program Agent Secured Party were the absolute owner thereof for all purposes, and to do, at the Program Agent’s Secured Party's option and the Borrower’s and the Servicer’s Grantor's expense, at any time, or from time to time, all acts and things which the Program Agent Secured Party reasonably deems necessary to protect, preserve or realize upon the Collateral and the Lien of the Program Agent for the benefit of the Secured Parties thereon and Party's security interest therein, in order to effect the intent of this Agreement, all as fully and effectively as the Borrower or the Servicer Grantor might do. Each of the Borrower and the Servicer The Grantor hereby ratifies all that such attorneys said attorney shall lawfully do or cause to be done by virtue hereofhereof and in accordance herewith. This power of attorney is a power coupled with an interest and shall be irrevocable until payment in full of all Borrower Obligationsirrevocable. (b) Each of the Borrower and the Servicer The Grantor also authorizes the Program AgentSecured Party, at any time and from time to time, to execute, in connection with any sale of the sale provided for in Section 7.02 hereofCollateral, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral. (c) The powers conferred on the Program Agent are solely to protect the Program Agent’s (for the benefit of the Secured Parties) interests in the Collateral and shall not impose any duty upon the Program Agent to exercise any such powers. The Program Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither the Program Agent nor any of its officers, directors, or employees shall be responsible to the Borrower or the Servicer for any act or failure to act hereunder, except for its own gross negligence or willful misconduct.

Appointment as Attorney-in-Fact. (a) Each of the Borrower and the Servicer Loan Party hereby irrevocably constitutes and appoints each of the Program Administrative Agent, the Collateral Agent and any officer or agent thereof, with full power of substitution, effective during the continuation of any Event of TerminationDefault, as its true and lawful attorney in fact with full irrevocable power and authority in the place and stead of the Borrower and the Servicer such Loan Party and in the name of the Borrower and the Servicer such Loan Party or in its own name, from time to time in the Program Administrative Agent’s discretion, 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 which may be necessary or desirable to accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, each of the Borrower and the Servicer Loan Party hereby gives the Program Administrative Agent (and the Collateral Agent as directed by the Administrative Agent) the power and right, on behalf of the Borrower and the Servicersuch Loan Party, without assent by, but with notice to, the Borrowersuch Loan Party, if an Event of Termination Default shall have occurred and be continuing, to do the following:: ​ (i) in the name of the Borrower and the Servicer such Loan Party or its own name, or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Optional Contract Debtor Insurance or with respect to any other Collateral and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Program Administrative Agent for the purpose of collecting any and all such moneys due under any such Optional Contract Debtor Insurance or with respect to any other Collateral whenever payable; (ii) to pay or discharge taxes and Liens levied or placed on or threatened against the Collateral; and (iii) (A) to direct any party liable for any payment under any Collateral to make payment of any and all moneys due or to become due thereunder directly to the Program Administrative Agent or the Collateral Agent or as the Program Administrative Agent or the Collateral Agent shall direct; (B) to ask or demand for, collect, 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; (C) to sign and endorse any invoices, assignments, verifications, notices and other documents in connection with any of the Collateral; (D) to 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 thereof and to enforce any other right in respect of any Collateral; (E) to defend any suit, action or proceeding brought against the Borrower Loan Parties with respect to any Collateral; (F) to settle, compromise or adjust any suit, action or proceeding described in clause (E) above and, in connection therewith, to give such discharges or releases as the Program Administrative Agent (or the Collateral Agent as directed by the Administrative Agent) may deem appropriate; and (G) following a Foreclosure Event, generally, to sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Program Administrative Agent or the Collateral Agent were the absolute owner thereof for all purposes, and to do, at the Program option of the Administrative Agent (or the Collateral Agent as directed by the Administrative Agent’s option ) and the Borrower’s and the Servicer’s Loan Parties’ expense, at any time, or from time to time, all acts and things which the Program Administrative Agent (or the Collateral Agent as directed by the Administrative Agent) deems necessary to protect, preserve or realize upon the Collateral and the Lien of the Program Administrative Agent or the Collateral Agent for the benefit of the Secured Parties thereon and to effect the intent of this Agreement, all as fully and effectively as the Borrower or the Servicer Loan Parties might do. Each of the Borrower and the Servicer ​ ​ The Loan Parties hereby ratifies ratify all that such attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable until payment in full of all Borrower Obligations.the Final Collection Date. ​ (b) Each of the Borrower and the Servicer also authorizes the Program Agent, at any time and from time to time, to execute, in connection with the sale provided for in Section 7.02 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral. (c) The powers conferred on the Program Administrative Agent and the Collateral Agent are solely to protect the Program Administrative Agent’s and the Collateral Agent’s (for the benefit of the Secured Parties) interests in the Collateral and shall not impose any duty upon the Program Administrative Agent to exercise any such powers. The Program Administrative Agent and the Collateral Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither none of the Program Administrative Agent, the Collateral Agent nor or any of its officers, directors, or employees shall be responsible to the Borrower or the Servicer Loan Parties for any act or failure to act hereunder, except for its own gross negligence negligence, bad faith or willful misconduct.. ​

Appointment as Attorney-in-Fact. (a) Each of the Borrower and the Servicer Loan Party hereby irrevocably constitutes and appoints the Program Agent Lender and any officer or agent thereof, with full power of substitution, effective during the continuation of any Event of Termination, as its and its Subsidiaries’ true and lawful attorney in attorney-in-fact with full irrevocable power and authority in the place and stead of the Borrower and the Servicer such Loan Party and in the name of the Borrower and the Servicer such Loan Party, or in its own name, from time to time in the Program AgentLender’s discretion, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute and deliver any and all documents and instruments which may be necessary or and desirable to accomplish the purposes of this AgreementAgreement and the transactions contemplated hereby, and, without limiting the generality of the foregoing, each of hereby give the Borrower and the Servicer hereby gives the Program Agent Lender the power and right, on behalf of the Borrower and the Servicersuch Loan Party, without notice to or assent by, but with notice to, the Borrower, if an Event of Termination shall have occurred and be continuing, by such Loan Party to do the following: (i) to ask, demand, collect, receive and give acquittances and receipts for any and all moneys due and to become due under any Collateral (other than any Hercules Common Stock, unless it then constitutes Released Hercules Stock, or proceeds thereof) and, in the name of the Borrower and the Servicer or such Loan Party, its own name, name or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments Instruments for the payment of moneys due under any Optional Contract Debtor Insurance or with respect to any other such Collateral and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Program Agent Lender for the purpose of collecting any and all such moneys due under any such Optional Contract Debtor Insurance Collateral whenever payable and to file any claim or with respect to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Lender for the purpose of collecting any and all such moneys due under any such Collateral whenever payable; (ii) to pay or discharge taxes and Liens taxes, Liens, security interests or other encumbrances levied or placed on or threatened against the Collateral, to effect any repairs or any insurance called for by the terms of this Agreement and to pay all or any part of the premiums therefor and the costs thereof; and (iii) (A) to direct any party liable for any payment under any of the Collateral (other than any Hercules Common Stock, unless it then constitutes Released Hercules Stock, or proceeds thereof) to make payment of any and all moneys due or due, and to become due thereunder thereunder, directly to the Program Agent Lender or as the Program Agent Lender shall direct; (B) to ask or demand for, collect, receive payment of and receipt for, for any and all moneys, claims and other amounts due or due, and to become due at any time time, in respect of or arising out of any such Collateral; (C) to sign and endorse indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, verifications and notices in connection with accounts and other documents in connection with any of the constituting or relating to such Collateral; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the such Collateral or any part thereof and to enforce any other right in respect of any such Collateral; (E) to defend any suit, action or proceeding brought against the Borrower such Loan Party with respect to any Collateralsuch Collateral of such Loan Party; (F) to settle, compromise or adjust any suit, action or proceeding described in clause (E) above and, in connection therewith, to give such discharges or releases as the Program Agent Lender may deem appropriate; and (G) following a Foreclosure Eventto license or, generallyto the extent permitted by an applicable license, sublicense, whether general, special or otherwise, and whether on an exclusive or non exclusive basis, any trademarks, throughout the world for such term or terms, on such conditions, and in such manner, as the Lender shall in their sole discretion determine; and (H) generally to sell, transfer, pledge and pledge, make any agreement with respect to or otherwise deal with any of the such Collateral as fully and completely as though the Program Agent Lender were the absolute owner thereof for all purposes, and to do, at the Program AgentLender’s option and the Borrower’s and the Servicer’s expense, at any time, or from time to time, all acts and things which the Program Agent deems Lender reasonably deem necessary to protect, preserve or realize upon the such Collateral and the Lender’s Lien of the Program Agent for the benefit of the Secured Parties thereon and therein, in order to effect the intent of this Agreement, all as fully and effectively as the Borrower or the Servicer such Loan Party might do. (b) The Lender agrees that it will forbear from exercising the power of attorney or any rights granted to the Lender pursuant to this Section, except upon the occurrence or during the continuation of an Event of Default. Each of Loan Party hereby ratifies, to the Borrower and the Servicer hereby ratifies extent permitted by law, all that such said attorneys shall lawfully do or cause to be done by virtue hereof. This Exercise by the Lender of the powers granted hereunder is not a violation of the automatic stay provided by Section 362 of the Bankruptcy Code and each Loan Party waives applicability thereof. The power of attorney granted pursuant to this Section is a power coupled with an interest and shall be irrevocable until payment the Indebtedness is indefeasibly paid in full of all Borrower Obligations. (b) Each of the Borrower and the Servicer also authorizes the Program Agent, at any time and from time to time, to execute, in connection with the sale provided for in Section 7.02 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateralfull. (c) The powers conferred on the Program Agent Lender hereunder are solely to protect the Program AgentLender’s (for and the benefit of the Secured Parties) Lender’ interests in the Collateral and shall not impose any duty upon the Program Agent them to exercise any such powers. The Program Agent Lender shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, powers and neither the Program Agent it nor any of its officers, directors, employees or employees agents shall be responsible to any of the Borrower or the Servicer Loan Parties for any act or failure to act hereunderact, except for its their own gross negligence or willful misconduct. (d) Each Loan Party also authorizes the Lender, at any time and from time to time upon the occurrence and during the continuation of any Event of Default or as otherwise expressly permitted by this Agreement, (i) to communicate in its own name or the name of its Subsidiaries with any party to any contract with regard to the assignment of the right, title and interest of the Loan Parties in and under the contracts hereunder and other matters relating thereto and (ii) to execute any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral (other than any Hercules Common Stock, unless it then constitutes Released Hercules Stock, or proceeds thereof).

Appointment as Attorney-in-Fact. (a) Each of the Borrower and the Servicer Debtor hereby irrevocably constitutes and appoints the Program Agent Secured Party, and any officer or agent thereof, with full power of and substitution, effective during the continuation of any Event of Termination, as its true and lawful attorney in fact Attorney-in-Fact with full irrevocable power and authority in the their place and stead of the Borrower and the Servicer and in the name of the Borrower and the Servicer or in its Secured Party's own name, from time to time in the Program Agent’s Secured Party's discretion, for the purpose of carrying out the terms of this AgreementSecurity Agreement and the Note and other instruments executed in connection herewith, to take any and all appropriate action actions and to execute any and all documents and instruments which may be necessary or desirable in Secured Party's opinion to accomplish the purposes of this Agreement, such documents and, without limiting the generality of the foregoing, each of the Borrower and the Servicer hereby gives the Program Agent give Secured Party the power and right, on behalf of the Borrower and the ServicerDebtor, without notice to or assent byby it, but with notice upon a default hereunder or under the Note, to, the Borrower, if an Event of Termination shall have occurred and be continuing, to do the following: : (i) ask, demand, collect, receive and give acquittances and receipt for any and all monies due and to become due under any Collateral, (ii) in the name of the Borrower and the Servicer Debtor or in its own name, or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys monies due under or by reason of any Optional Contract Debtor Insurance or with respect Collateral, (iii) grant extensions of time to any pay, compromise and settle claims, accounts and general intangibles for less than face value and execute all releases and other Collateral and to documents in connection therewith, (iv) file any claim or to take commence and prosecute any other action or proceeding in any court of law or equity or otherwise take any other action deemed appropriate by the Program Agent Secured Party for the purpose of collecting any and all such moneys monies due under any such Optional Contract Debtor Insurance or with respect to any other Collateral whenever payable; (ii) to pay or discharge taxes and Liens levied or placed on or threatened against the Collateral; and (iii) (A) to direct any party liable for any payment under any Collateral to make payment of any and all moneys due or to become due thereunder directly to the Program Agent or as the Program Agent shall direct; (B) to ask or demand for, collect, 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; (C) to sign and endorse any invoices, assignments, verifications, notices and other documents in connection with any of the Collateral; (D) to 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 thereof whenever payable and to enforce any other right in respect thereof; (v) direct any party liable for any payment in respect of any of the Collateral to make such payment directly to Secured Party or as it shall direct; (vi) sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, assignments and notices in connection with accounts and other documents relating to the Collateral; (Evii) to defend any suit, action or proceeding brought against the Borrower Debtor with respect to any Collateral; (Fviii) to settle, compromise or adjust any suit, action or proceeding described in clause (E) above and, in connection therewith, to give such discharges or releases as the Program Agent may deem appropriate; and (G) following a Foreclosure Event, generally, generally to sell, transfertransfer pledge, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Program Agent Secured Party were the absolute owner thereof for all purposes, and to do, at the Program Agent’s Secured Party's option and the Borrower’s and the Servicer’s Debtor's expense, at any time, or from time to time, time all acts and things which the Program Agent Secured Party deems necessary to protect, preserve or realize upon the Collateral and Secured Party's rights and interests to, in and under the Lien of the Program Agent for the benefit of the Secured Parties thereon and to effect the intent of this Agreement, all as fully and effectively as the Borrower or the Servicer might do. Each of the Borrower and the Servicer hereby ratifies all that such attorneys shall lawfully do or cause to be done by virtue hereofCollateral. This power of attorney is a power coupled with an interest and shall be irrevocable until payment in full of all Borrower Obligations. (b) Each irrevocable. The powers conferred upon Secured Party hereunder are solely to protect its rights and interests in, to and under the Collateral and shall not impose any duty upon it to exercise any such powers. Secured Party shall be accountable only for amounts that are actually received as a result of the Borrower exercise of such powers, and the Servicer also neither it nor any of its officers, directors, shareholders, employees, or agents shall be responsible to Debtor for any act or omission whatsoever. Debtor hereby authorizes the Program AgentSecured Party, at any time and from time to time, (i) to executecommunicate directly in its own name with any party who is obligated to Debtor with regard to the assignment and collection of such obligation and other matters relating thereto, in connection with the sale provided for in Section 7.02 hereof, and (ii) to execute any endorsements, assignments or other instruments of conveyance or transfer with respect to the CollateralCollateral in connection with any sale or other conveyance or transfer thereof pursuant to section 7 above. (c) The powers conferred on the Program Agent are solely to protect the Program Agent’s (for the benefit of the Secured Parties) interests in the Collateral and shall not impose any duty upon the Program Agent to exercise any such powers. The Program Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither the Program Agent nor any of its officers, directors, or employees shall be responsible to the Borrower or the Servicer for any act or failure to act hereunder, except for its own gross negligence or willful misconduct.