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

Appointment of Attorney-in-Fact. (a) Each Member by its execution of this Agreement, irrevocably constitutes and appoints the person holding the position of Secretary of the Council, for so long as he or she holds such position, as its true and lawful attorney-in-fact (and each person who holds the position of Secretary of the Council thereafter, for so long as he or she holds such position, as its true and lawful successor attorney-in-fact) with full power and authority in its name, place and stead to execute, acknowledge, deliver, swear to, file and record at the appropriate public offices such documents as may be necessary or appropriate to carry out the provisions of this Agreement, including but not limited to: (i) All certificates and other instruments (including counterparts of this Agreement), and all amendments thereto, which the Board deems appropriate to form, qualify, continue or otherwise operate the Council as a limited liability company (or other entity in which the Members will have limited liability comparable to that provided in the Act), in the jurisdictions in which the Council may conduct business or in which such formation, qualification or continuation is, in the opinion of the Board, necessary or desirable to protect the limited liability of the Members. (ii) All amendments to this Agreement adopted in accordance with the terms hereof, and all instruments which the Board deems appropriate to reflect a change or modification of the Council in accordance with the terms of this Agreement. (iii) All conveyances of Council assets, and other instruments which the Board reasonably deems necessary in order to complete a dissolution and termination of the Council pursuant to this Agreement. In the event the position of Secretary is vacant, the Board is authorized to designate a successor attorney-in-fact until such time as a new Secretary has been appointed. (b) The appointment by all Members of the Secretary as attorney-in-fact (and if applicable, each person who holds the position of Secretary of the Council thereafter as successor attorney-in-fact) shall be deemed to be a power coupled with an interest, in recognition of the fact that each of the Members under this Agreement will be relying upon the power of such person(s) or Entity to act as contemplated by this Agreement in any filing and other action by it on behalf of the Council, and shall survive the incapacity of any Entity or person hereby giving such power, and the Transfer or assignment of all or any portion of the Interest of such Entity in the Council, and shall not be affected by the subsequent incapacity of the principal.

Appointment of Attorney-in-Fact. (a) Each Member The Trustee for each series of Securities is hereby appointed, and each and every Holder of Securities of such series, by its execution of this Agreement, irrevocably constitutes receiving and appoints the person holding the position of Secretary of same, shall be conclusively deemed to have appointed such Trustee, the Council, for so long as he or she holds such position, as its true and lawful attorney-in-fact of such Holder, with authority to make or file (and each person who holds whether or not the position of Secretary Company shall be in default in respect of the Council thereafterpayment of the principal of, for so long as he or she holds premium or interest, if any, on any of the Securities of such positionseries), as its true and lawful successor attorney-in-fact) with full power and authority in its nameown name as trustee of an express trust or otherwise as it shall deem advisable, place in any receivership, insolvency, liquidation, bankruptcy, reorganization, or other judicial proceedings relative to the Company or any other obligor upon such Securities or to their respective creditors or property, any and stead to executeall claims, acknowledgeproofs of claim, deliverproofs of debt, swear topetitions, file consents, other papers and record at the appropriate public offices such documents documents, and amendments of any thereof, as may be necessary or appropriate advisable in order to carry out have the provisions claims of this Agreement, including but not limited to: (i) All certificates the Trustee and of the Holders of such Securities allowed in any such proceeding and to collect and receive any moneys or other instruments (including counterparts of this Agreement)property payable or deliverable on any such claim, and to execute and deliver any and all amendments theretoother papers and documents and to do and perform any and all other acts and things, which as it may deem necessary or advisable in order to enforce in any such proceedings any of the Board deems appropriate claims of such Trustee and of any of such holders in respect of any of the Securities of such series; and any receiver, assignee, custodian, trustee, or debtor in any such proceedings is hereby authorized, and each and every Holder of the Securities of such series, by receiving and holding the same, shall be conclusively deemed to formhave authorized any such receiver, qualifyassignee, continue custodian, trustee, or otherwise operate debtor, to make any such payment or delivery to or on the Council as a limited liability company (or other entity in which the Members will have limited liability comparable to that provided in the Act)order of such Trustee, and, in the jurisdictions in which event that such Trustee shall consent to the Council may conduct business making of such payments or in which such formation, qualification or continuation is, in deliveries directly to the opinion Holders of the BoardSecurities of such series, necessary to pay to such Trustee any amount due it for compensation and expenses, including counsel fees and expenses, incurred by it down to the date of such payment or desirable to protect the limited liability of the Members. (ii) All amendments to this Agreement adopted in accordance with the terms hereofdelivery; provided, and all instruments which the Board deems appropriate to reflect a change or modification of the Council in accordance with the terms of this Agreement. (iii) All conveyances of Council assetshowever, and other instruments which the Board reasonably deems necessary in order to complete a dissolution and termination of the Council pursuant to this Agreement. In the event the position of Secretary is vacant, the Board is authorized to designate a successor attorney-in-fact until such time as a new Secretary has been appointed. (b) The appointment by all Members of the Secretary as attorney-in-fact (and if applicable, each person who holds the position of Secretary of the Council thereafter as successor attorney-in-fact) that nothing herein contained shall be deemed to be a power coupled with an interestauthorize or empower such Trustee to consent to or accept or adopt, in recognition of the fact that each of the Members under this Agreement will be relying upon the power of such person(s) or Entity to act as contemplated by this Agreement in any filing and other action by it on behalf of any Holder of Securities of such series, any plan of reorganization or readjustment of the Council, and shall survive Company affecting the incapacity Securities of such series or the rights of any Entity Holder thereof, or person hereby giving to authorize or empower such power, and the Transfer or assignment of all or any portion Trustee to vote in respect of the Interest claim of any Holder of any Securities of such Entity series in the Council, and shall not be affected by the subsequent incapacity of the principalany such proceedings.

Appointment of Attorney-in-Fact. (a) Each Member The Trustee for each series of Securities is hereby appointed, and each and every Holder of Securities of such series, by its execution of this Agreement, irrevocably constitutes receiving and appoints the person holding the position of Secretary of same, shall be conclusively deemed to have appointed such Trustee, the Council, for so long as he or she holds such position, as its true and lawful attorney-in-fact of such Holder, with authority to make or file (and each person who holds whether or not the position of Secretary Company shall be in default in respect of the Council thereafterpayment of the principal of, for so long as he or she holds premium or interest, if any, on any of the Securities of such positionseries), as its true and lawful successor attorney-in-fact) with full power and authority in its nameown name as trustee of an express trust or otherwise as it shall deem advisable, place in any receivership, insolvency, liquidation, bankruptcy, reorganization, or other judicial proceedings relative to the Company or any other obligor upon such Securities or to their respective creditors or property, any and stead to executeall claims, acknowledgeproofs of claim, deliverproofs of debt, swear topetitions, file consents, other papers and record at the appropriate public offices such documents documents, and amendments of any thereof, as may be necessary or appropriate advisable in order to carry out have the provisions claims of this Agreement, including but not limited to: (i) All certificates the Trustee and of the Holders of such Securities allowed in any such proceeding and to collect and receive any moneys or other instruments (including counterparts of this Agreement)property payable or deliverable on any such claim, and to execute and deliver any and all amendments theretoother papers and documents and to do and perform any and all other acts and things, which as it may deem necessary or advisable in order to enforce in any such proceedings any of the Board deems appropriate claims of such Trustee and of any of such Holders in respect of any of the Securities of such series; and any receiver, assignee, custodian, trustee, or debtor in any such proceedings is hereby authorized, and each and every Holder of the Securities of such series, by receiving and holding the same, shall be conclusively deemed to formhave authorized any such receiver, qualifyassignee, continue custodian, trustee, or otherwise operate debtor, to make any such payment or delivery to or on the Council as a limited liability company (or other entity in which the Members will have limited liability comparable to that provided in the Act)order of such Trustee, and, in the jurisdictions in which event that such Trustee shall consent to the Council may conduct business making of such payments or in which such formation, qualification or continuation is, in deliveries directly to the opinion Holders of the BoardSecurities of such series, necessary to pay to such Trustee any amount due it for compensation and expenses, including counsel fees and expenses, incurred by it down to the date of such payment or desirable to protect the limited liability of the Members. (ii) All amendments to this Agreement adopted in accordance with the terms hereofdelivery; provided, and all instruments which the Board deems appropriate to reflect a change or modification of the Council in accordance with the terms of this Agreement. (iii) All conveyances of Council assetshowever, and other instruments which the Board reasonably deems necessary in order to complete a dissolution and termination of the Council pursuant to this Agreement. In the event the position of Secretary is vacant, the Board is authorized to designate a successor attorney-in-fact until such time as a new Secretary has been appointed. (b) The appointment by all Members of the Secretary as attorney-in-fact (and if applicable, each person who holds the position of Secretary of the Council thereafter as successor attorney-in-fact) that nothing herein contained shall be deemed to be a power coupled with an interestauthorize or empower such Trustee to consent to or accept or adopt, in recognition of the fact that each of the Members under this Agreement will be relying upon the power of such person(s) or Entity to act as contemplated by this Agreement in any filing and other action by it on behalf of any Holder of Securities of such series, any plan of reorganization or readjustment of the Council, and shall survive Company affecting the incapacity Securities of such series or the rights of any Entity Holder thereof, or person hereby giving to authorize or empower such power, and the Transfer or assignment of all or any portion Trustee to vote in respect of the Interest claim of any Holder of any Securities of such Entity series in the Council, and shall not be affected by the subsequent incapacity of the principalany such proceedings.

Appointment of Attorney-in-Fact. (a) Each Member by its execution of this AgreementThe Lender shall hereby have the right, and each Borrower hereby irrevocably constitutes makes, constitutes, and appoints the person holding Lender (and all officers, employees, or agents designated by the position of Secretary of the Council, for so long as he or she holds such position, Lender) as its true and lawful attorney-in-fact (and each person who holds the position of Secretary of the Council thereafteragent, for so long as he or she holds such position, as its true and lawful successor attorney-in-fact) with full power of substitution, from time to time following the occurrence of an Event of Default which is continuing and authority without assent by such Borrower: (a) to effectuate, in its such Borrower’s name, place and stead to execute, acknowledge, deliver, swear to, file and record at the appropriate public offices such documents as may be necessary or appropriate to carry out the provisions of Borrower’s obligations under this Agreement, including but not limited to: (b) in such Borrower’s or Lender’s name: (i) All certificates to demand payment of the Accounts of such Borrower, (ii) to enforce payment of such Accounts, by legal proceedings or otherwise, (iii) to exercise all of such Borrower’s rights and remedies with respect to the collection of such Accounts and any other Collateral, (iv) to settle, adjust, compromise, extend, or renew such Accounts, (v) to settle, adjust, or compromise any legal proceedings brought to collect such Accounts, (vi) if permitted by applicable Law, to sell or assign such Accounts and other instruments Collateral, (including counterparts vii) to take control, in any manner, of this Agreement)any item of payment or Proceeds relating to any Collateral, (viii) to prepare, file, and sign such Borrower’s name on a proof of claim in a bankruptcy against any Account Debtor or on any notice of Lien, assignment, or satisfaction of Lien in connection with such Accounts, (ix) to do all amendments thereto, which the Board deems appropriate to form, qualify, continue or otherwise operate the Council as a limited liability company (or other entity in which the Members will have limited liability comparable to that provided in the Act)acts and things reasonably necessary, in the jurisdictions Lender’s good faith discretion, to fulfill such Borrower’s obligations under this Agreement, (x) to endorse the name of such Borrower upon any of the items of payment or Proceeds relating to any Collateral and apply the same to the Obligations, (xi) to endorse the name of such Borrower upon any Chattel Paper, document, Instrument, invoice, freight xxxx, xxxx of lading, or similar document or agreement relating to such Accounts, such Borrower’s Inventory and any other Collateral, (xii) to use such Borrower’s stationery and sign the name of such Borrower to verifications of such Accounts and notices thereof to Account Debtors, (xiii) to use the information recorded on or contained in any data processing equipment and computer hardware and software relating to such Accounts, such Inventory, and any other Collateral to which such Borrower has access, (xiv) to make and adjust claims under such policies of insurance insuring the Collateral, receive and endorse the name of such Borrower on any check, draft, instrument or other item of payment for the proceeds of such policies, and make all determinations with respect to such policies, and (xvi) to notify post office authorities to change the address for delivery of such Borrower’s mail to an address designated by the Lender, receive and open all mail addressed to such Borrower, and, after removing all Collections, forward the mail to such Borrower, (c) to pay or discharge taxes or Liens levied against the Collateral; (d) to take all action necessary to grant the Lender sole access to any Lockbox or Deposit Account of such Borrower, (e) contact Account Debtors to pay any Collections to the Lockbox, (f) upon notice to the Borrower Representative, to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral and to enforce any other right in respect of any Collateral; (g) upon notice to the Borrower Representative, to defend any suit, action or proceeding brought against the Borrower with respect to any Collateral; (h) upon notice to the Borrower Representative to settle, compromise or adjust any such suit, action or proceeding; (i) to sell, transfer, pledge, or make any agreement with respect to the Collateral; and (j) to do, at the Lender’s option and such Borrower’s expense, at any time, or from time to time, all acts and things which the Council may conduct business or in which such formation, qualification or continuation is, in the opinion of the Board, necessary or desirable to protect the limited liability of the Members. (ii) All amendments to this Agreement adopted in accordance with the terms hereof, and all instruments which the Board deems appropriate to reflect a change or modification of the Council in accordance with the terms of this Agreement. (iii) All conveyances of Council assets, and other instruments which the Board Lender reasonably deems necessary in order to complete a dissolution and termination of protect, preserve or realize upon the Council pursuant to this AgreementCollateral. In the event the position of Secretary is vacant, the Board is authorized to designate a successor attorney-in-fact until such time as a new Secretary has been appointed. (b) The appointment by Each Borrower hereby ratifies all Members of the Secretary as attorney-in-fact (and if applicable, each person who holds the position of Secretary of the Council thereafter as successor attorney-in-fact) that said attorney shall be deemed lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest, in recognition interest and shall be irrevocable. The expenses of the fact that each Lender incurred in connection with such the exercise of the Members under this Agreement will be relying upon the such power of such person(s) or Entity to act as contemplated by this Agreement in any filing and other action by it on behalf of attorney, together with interest thereon at a the Councilrate then applicable hereunder the Loans, and shall survive the incapacity of any Entity or person hereby giving such power, and the Transfer or assignment of all or any portion of the Interest of such Entity in the Council, and shall not be affected payable by the subsequent incapacity of Borrowers to the principalLender on demand.

Appointment of Attorney-in-Fact. (a) Each Member by its execution of this AgreementThe Lender shall hereby have the right, and each Borrower hereby irrevocably constitutes makes, constitutes, and appoints the person holding Lender (and all officers, employees, or agents designated by the position of Secretary of the Council, for so long as he or she holds such position, Lender) as its true and lawful attorney-in-fact (and each person who holds the position of Secretary of the Council thereafteragent, for so long as he or she holds such position, as its true and lawful successor attorney-in-fact) with full power of substitution, from time to time following the occurrence of an Event of Default which is continuing and authority without assent by such Borrower: (a) to effectuate, in its such Borrower’s name, place and stead to execute, acknowledge, deliver, swear to, file and record at the appropriate public offices such documents as may be necessary or appropriate to carry out the provisions of Borrower’s obligations under this Agreement, including but not limited to: (b) in such Borrower’s or Lender’s name: (i) All certificates to demand payment of the Accounts of such Borrower, (ii) to enforce payment of such Accounts, by legal proceedings or otherwise, (iii) to exercise all of such Borrower’s rights and remedies with respect to the collection of such Accounts and any other Collateral, (iv) to settle, adjust, compromise, extend, or renew such Accounts, (v) to settle, adjust, or compromise any legal proceedings brought to collect such Accounts, (vi) if permitted by applicable Law, to sell or assign such Accounts and other instruments Collateral, (including counterparts vii) to take control, in any manner, of this Agreement)any item of payment or Proceeds relating to any Collateral, (viii) to prepare, file, and sign such Borrower’s name on a proof of claim in a bankruptcy against any Account Debtor or on any notice of Lien, assignment, or satisfaction of Lien in connection with such Accounts, (ix) to do all amendments thereto, which the Board deems appropriate to form, qualify, continue or otherwise operate the Council as a limited liability company (or other entity in which the Members will have limited liability comparable to that provided in the Act)acts and things reasonably necessary, in the jurisdictions Lender’s good faith discretion, to fulfill such Borrower’s obligations under this Agreement, (x) to endorse the name of such Borrower upon any of the items of payment or Proceeds relating to any Collateral and apply the same to the Obligations, (xi) to endorse the name of such Borrower upon any Chattel Paper, document, Instrument, invoice, freight xxxx, xxxx of lading, or similar document or agreement relating to such Accounts, such Borrower’s Inventory and any other Collateral, (xii) to use such Borrower’s stationery and sign the name of such Borrower to verifications of such Accounts and notices thereof to Account Debtors, (xiii) to use the information recorded on or contained in any data processing equipment and computer hardware and software relating to such Accounts, such Inventory, and any other Collateral to which.such Borrower has access, (xiv) to make and adjust claims under such policies of insurance insuring the Collateral, receive and endorse the name of such Borrower on any check, draft, instrument or other item of payment for the proceeds of such policies, and make all determinations with respect to such policies, and (xvi) to notify post office authorities to change the address for delivery of such Borrower’s mail to an address designated by the Lender, receive and open all mail addressed to such Borrower, and, after removing all Collections, forward the mail to such Borrower, (c) to pay or discharge taxes or Liens levied against the Collateral; (d) to take all action necessary to grant the Lender sole access to any Lockbox or Deposit Account of such Borrower, (e) contact Account Debtors to pay any Collections to the Lockbox, (f) upon notice to the Borrower Representative, to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral and to enforce any other right in respect of any Collateral; (g) upon notice to the Borrower Representative, to defend any suit, action or proceeding brought against the Borrower with respect to any Collateral; (h) upon notice to the Borrower Representative to settle, compromise or adjust any such suit, action or proceeding; (i) to sell, transfer, pledge, or make any agreement with respect to the Collateral; and (j) to do, at the Lender’s option and such Borrower’s expense, at any time, or from time to time, all acts and things which the Council may conduct business or in which such formation, qualification or continuation is, in the opinion of the Board, necessary or desirable to protect the limited liability of the Members. (ii) All amendments to this Agreement adopted in accordance with the terms hereof, and all instruments which the Board deems appropriate to reflect a change or modification of the Council in accordance with the terms of this Agreement. (iii) All conveyances of Council assets, and other instruments which the Board Lender reasonably deems necessary in order to complete a dissolution and termination of protect, preserve or realize upon the Council pursuant to this AgreementCollateral. In the event the position of Secretary is vacant, the Board is authorized to designate a successor attorney-in-fact until such time as a new Secretary has been appointed. (b) The appointment by Each Borrower hereby ratifies all Members of the Secretary as attorney-in-fact (and if applicable, each person who holds the position of Secretary of the Council thereafter as successor attorney-in-fact) that said attorney shall be deemed lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest, in recognition interest and shall be irrevocable. The expenses of the fact that each Lender incurred in connection with such the exercise of the Members under this Agreement will be relying upon the such power of such person(s) or Entity to act as contemplated by this Agreement in any filing and other action by it on behalf of attorney, together with interest thereon at a the Councilrate then applicable hereunder the Loan, and shall survive the incapacity of any Entity or person hereby giving such power, and the Transfer or assignment of all or any portion of the Interest of such Entity in the Council, and shall not be affected payable by the subsequent incapacity of Borrowers to the principalLender on demand.

Appointment of Attorney-in-Fact. (a) Each Member The Trustee for each Series of Securities is hereby appointed, and each and every Holder of Securities of such Series, by its execution of this Agreement, irrevocably constitutes receiving and appoints the person holding the position of Secretary of same, shall be conclusively deemed to have appointed such Trustee, the Council, for so long as he or she holds such position, as its true and lawful attorney-in-fact of such Holder, with authority to make or file (and each person who holds whether or not the position of Secretary Company shall be in default in respect of the Council thereafterpayment of the principal of, for so long as he or she holds premium or interest, if any, on any of the Securities of such positionSeries), as its true and lawful successor attorney-in-fact) with full power and authority in its nameown name as trustee of an express trust or otherwise as it shall deem advisable, place in any receivership, insolvency, liquidation, bankruptcy, reorganization, or other judicial proceedings relative to the Company or any other obligor upon such Securities or to their respective creditors or property, any and stead to executeall claims, acknowledgeproofs of claim, deliverproofs of debt, swear topetitions, file consents, other papers and record at the appropriate public offices such documents documents, and amendments of any thereof, as may be necessary or appropriate advisable in order to carry out have the provisions claims of this Agreement, including but not limited to: (i) All certificates the Trustee and of the Holders of such Securities allowed in any such proceeding and to collect and receive any moneys or other instruments (including counterparts of this Agreement)property payable or deliverable on any such claim, and to execute and deliver any and all amendments theretoother papers and documents and to do and perform any and all other acts and things, which as it may deem necessary or advisable in order to enforce in any such proceedings any of the Board deems appropriate claims of such Trustee and of any of such Holders in respect of any of the Securities of such Series; and any receiver, assignee, custodian, trustee, or debtor in any such proceedings is hereby authorized, and each and every Holder of the Securities of such Series, by receiving and holding the same, shall be conclusively deemed to formhave authorized any such receiver, qualifyassignee, continue custodian, trustee, or otherwise operate debtor, to make any such payment or delivery to or on the Council as a limited liability company (or other entity in which the Members will have limited liability comparable to that provided in the Act)order of such Trustee, and, in the jurisdictions in which event that such Trustee shall consent to the Council may conduct business making of such payments or in which such formation, qualification or continuation is, in deliveries directly to the opinion Holders of the BoardSecurities of such Series, necessary to pay to such Trustee any amount due it for compensation and expenses, including counsel fees and expenses, incurred by it down to the date of such payment or desirable to protect the limited liability of the Members. (ii) All amendments to this Agreement adopted in accordance with the terms hereofdelivery; provided, and all instruments which the Board deems appropriate to reflect a change or modification of the Council in accordance with the terms of this Agreement. (iii) All conveyances of Council assetshowever, and other instruments which the Board reasonably deems necessary in order to complete a dissolution and termination of the Council pursuant to this Agreement. In the event the position of Secretary is vacant, the Board is authorized to designate a successor attorney-in-fact until such time as a new Secretary has been appointed. (b) The appointment by all Members of the Secretary as attorney-in-fact (and if applicable, each person who holds the position of Secretary of the Council thereafter as successor attorney-in-fact) that nothing herein contained shall be deemed to be a power coupled with an interestauthorize or empower such Trustee to consent to or accept or adopt, in recognition of the fact that each of the Members under this Agreement will be relying upon the power of such person(s) or Entity to act as contemplated by this Agreement in any filing and other action by it on behalf of any Holder of Securities of such Series, any plan of reorganization or readjustment of the Council, and shall survive Company affecting the incapacity Securities of such Series or the rights of any Entity Holder thereof, or person hereby giving to authorize or empower such power, and the Transfer or assignment of all or any portion Trustee to vote in respect of the Interest claim of any Holder of any Securities of such Entity Series in the Council, and shall not be affected by the subsequent incapacity of the principalany such proceedings.

Appointment of Attorney-in-Fact. The Administrative Agent shall hereby have the right, and the Borrower and each Subsidiary Guarantor hereby irrevocably make, constitute, and appoint the Administrative Agent (aand all officers, employees, or Administrative Agents designated by the Administrative Agent) Each Member by its execution of this Agreement, irrevocably constitutes and appoints the person holding the position of Secretary of the Council, for so long as he or she holds such position, as its true and lawful attorney-in-fact (and each person who holds the position of Secretary of the Council thereafterAdministrative Agent, for so long as he or she holds such position, as its true and lawful successor attorney-in-fact) with full power of substitution, from time to time but only to the extent following the occurrence of an Event of Default which is continuing and authority has not been waived in its accordance with Section 15.1 hereof: (a) to effectuate, in the Borrower's or such Subsidiary Guarantor's name, place and stead to execute, acknowledge, deliver, swear to, file and record at the appropriate public offices Borrower's or such documents as may be necessary or appropriate to carry out the provisions of Subsidiary Guarantor's obligations under this Agreement, including but not limited to: (b) in the Borrower's, such Subsidiary Guarantor's, or Administrative Agent's name: (i) All certificates to demand payment of the Accounts, (ii) to enforce payment of the Accounts, by legal proceedings or otherwise, (iii) to exercise all of the Borrower's or such Subsidiary Guarantor's rights and remedies with respect to the collection of the Accounts and any other Collateral, (iv) to settle, adjust, compromise, extend, or renew the Accounts, (v) to settle, adjust, or compromise any legal proceedings brought to collect the Accounts, (vi) if permitted by applicable Law, to sell or assign the Accounts and other instruments (including counterparts of this Agreement)Collateral upon such terms, for such amounts, and at such time or times as the Administrative Agent deems advisable, (vii) to discharge and release the Accounts and any other Collateral, (viii) to take control, in any manner, of any item of payment or Proceeds relating to any Collateral, (ix) to prepare, file, and sign the Borrower's or such Subsidiary Guarantor's name on a proof of claim in bankruptcy or similar document against any Account Debtor, (x) to prepare, file, and sign the Borrower's or such Subsidiary Guarantor's name on any notice of Lien, assignment, or satisfaction of Lien or similar document in connection with the Accounts, (xi) to do all amendments thereto, which the Board deems appropriate to form, qualify, continue or otherwise operate the Council as a limited liability company (or other entity in which the Members will have limited liability comparable to that provided in the Act)acts and things reasonably necessary, in the jurisdictions Administrative Agent's good faith discretion, to fulfill the Borrower's or such Subsidiary Guarantor's obligations under this Agreement, (xii) to endorse the name of the Borrower or such Subsidiary Guarantor upon any of the items of payment or Proceeds relating to any Collateral and deposit the same to the Cash Concentration Account of the Administrative Agent, (xiii) to endorse the name of the Borrower or such Subsidiary Guarantor upon any Chattel Paper, document, Instrument, invoice, freight bilx, xilx xx lading, or similar document or agreement relating to the Accounts, Inventory and any other Collateral, (xiv) to use the Borrower's or such Subsidiary Guarantor's stationery and sign the name of the Borrower or such Subsidiary Guarantor to verifications of the Accounts and notices thereof to Account Debtors, (xv) to use the information recorded on or contained in any data processing equipment and computer hardware and software relating to the Accounts, Inventory, and any other Collateral to which the Council may conduct business Borrower or in which such formationSubsidiary Guarantor has access, qualification or continuation is(xvi) to make and adjust claims under such policies of insurance insuring the Collateral, in receive and endorse the opinion name of the BoardBorrower or such Subsidiary Guarantor on any check, necessary draft, instrument or desirable other item of payment for the proceeds of such policies of insurance insuring the Collateral, and make all determinations and decisions with respect to protect such policies of insurance and (xvii) to notify post office authorities to change the limited liability address for delivery of the Members. (ii) All amendments Borrower's or such Subsidiary Guarantor's mail to this Agreement adopted in accordance with an address designated by the terms hereofAdministrative Agent, receive and open all instruments which mail addressed to the Board deems appropriate Borrower, and, after removing all Collections, Remittances of Net Cash Proceeds and Intercompany Payment as well as all other Proceeds of Collateral, forward the mail to reflect a change the Borrower. The Borrower and each Subsidiary Guarantor hereby ratifies all that said attorneys shall lawfully do or modification of the Council in accordance with the terms of this Agreement. (iii) All conveyances of Council assets, and other instruments which the Board reasonably deems necessary in order to complete a dissolution and termination of the Council pursuant to this Agreement. In the event the position of Secretary is vacant, the Board is authorized to designate a successor attorney-in-fact until such time as a new Secretary has been appointed. (b) The appointment by all Members of the Secretary as attorney-in-fact (and if applicable, each person who holds the position of Secretary of the Council thereafter as successor attorney-in-fact) shall be deemed cause to be done by virtue hereof. This power of attorney is a power coupled with an interest, in recognition of the fact that each of the Members under this Agreement will be relying upon the power of such person(s) or Entity to act as contemplated by this Agreement in any filing and other action by it on behalf of the Council, interest and shall survive the incapacity of any Entity or person hereby giving such power, and the Transfer or assignment of all or any portion of the Interest of such Entity in the Council, and shall not be affected by the subsequent incapacity of the principalirrevocable.

Appointment of Attorney-in-Fact. (a) Each Member by its execution of this Agreement, Debtor hereby irrevocably constitutes and appoints the person holding the position of Secretary of the CouncilAdministrative Agent (together with its officers, for so long employees and agents) as he or she holds such position, as its Debtor’s true and lawful attorney-in-fact (and each person who holds the position of Secretary of the Council thereafterfact, for so long as he or she holds such position, as its true and lawful successor attorney-in-fact) with full power and authority in its name, the place and stead of such Debtor and in the name of such Debtor or otherwise, from time to executetime, acknowledgeupon the occurrence and during the continuance of an Event of Default, deliver, swear to, file to take action and record at to execute any instrument that the appropriate public offices such documents as Administrative Agent may be deem necessary or appropriate advisable to carry out accomplish the provisions purposes of this Agreement, including but not limited including, without limitation, to: (ia) All certificates ask for, demand, collect, xxx for, recover, compromise, receive and other instruments (including counterparts of this Agreement), give acquittance and all amendments thereto, which the Board deems appropriate receipts for money due and to form, qualify, continue or otherwise operate the Council as a limited liability company (or other entity in which the Members will have limited liability comparable to that provided in the Act), in the jurisdictions in which the Council may conduct business become due under or in which such formation, qualification or continuation is, in the opinion respect of any of the Board, necessary or desirable to protect the limited liability Collateral of the Members. (ii) All amendments to this Agreement adopted in accordance with the terms hereof, and all instruments which the Board deems appropriate to reflect a change or modification of the Council in accordance with the terms of this Agreement. (iii) All conveyances of Council assets, and other instruments which the Board reasonably deems necessary in order to complete a dissolution and termination of the Council pursuant to this Agreement. In the event the position of Secretary is vacant, the Board is authorized to designate a successor attorney-in-fact until such time as a new Secretary has been appointed.Debtor, (b) The appointment by all Members receive, indorse and collect any drafts or other instruments or documents, in connection with clause (a) above, (c) file any claims or take any action or institute any proceedings that the Administrative Agent may deem necessary or desirable for the collection of any of the Secretary as attorney-in-fact (and if applicable, each person who holds the position of Secretary Collateral of the Council thereafter Debtor or otherwise to enforce the rights of the Administrative Agent with respect to any of the Collateral of the Debtor, and (d) (i) take possession immediately, with or without notice, demand, or legal process, of any of or all of the Collateral of such Debtor wherever found, and for such purposes, enter upon any premises upon which the Collateral may be found and remove the Collateral therefrom, (ii) require such Debtor to assemble its Collateral and deliver it to the Administrative Agent or to any place designated by the Administrative Agent at such Debtor’s expense, (iii) receive, open and dispose of all mail addressed to such Debtor and notify postal authorities to change the address for delivery thereof to such address as successor the Administrative Agent may designate, (iv) demand payment of the Receivables of such Debtor, (v) enforce payment of the Receivables of such Debtor by legal proceedings or otherwise, (vi) exercise all of such Debtor’s rights and remedies with respect to the collection of its Receivables, (vii) settle, adjust, compromise, extend or renew the Receivables of such Debtor, (viii) settle, adjust or compromise any legal proceedings brought to collect the Receivables of such Debtor, (ix) to the extent permitted by applicable law, sell or assign the Collateral of such Debtor upon such terms, for such amounts and at such time or times as the Administrative Agent deems advisable, (x) discharge and release the Receivables of such Debtor, (xi) take control, in any manner, of any item of payment or proceeds from any account debtor, (xii) prepare, file and sign such Debtor’s name on any proof of claim in any bankruptcy or similar proceeding or similar document against any account debtor, (xiii) prepare, file and sign such Debtor’s name on any notice of lien, assignment or satisfaction of lien or similar document in connection with the Collateral of such Debtor, (xiv) do all acts and things necessary, in the Administrative Agent’s sole discretion, to fulfill such Debtor’s obligations to the Administrative Agent under this Agreement, the other Loan Documents or otherwise, (xv) endorse the name of such Debtor upon any check, Chattel Paper, Document, Instrument, invoice, freight xxxx, xxxx of lading or similar document or agreement relating to the Collateral; (xvi) use such Debtor’s stationery and sign such Debtor’s name to verifications of the Collateral of such Debtor and notices thereof to account debtors; (xvii) access and use the information recorded on or contained in any data processing equipment or computer hardware or software relating to the Collateral of such Debtor or products or proceeds thereof to which such Debtor has access, (xviii) demand, xxx for, collect, compromise and give acquittances for any and all Collateral of such Debtor, (xix) prosecute, defend or compromise any action, claim or proceeding with respect to any of the Collateral of such Debtor, and (xx) take such other action as the Administrative Agent may deem appropriate, including extending or modifying the terms of payment of such Debtor’s debtors. This power of attorney-in-fact) shall be deemed to be a power , being coupled with an interest, in recognition shall be irrevocable for the life of the fact that each of the Members under this Agreement will be relying upon the power of such person(s) or Entity to act as contemplated by this Agreement in any filing and other action by it on behalf of the Council, and shall survive the incapacity of any Entity or person hereby giving such power, and the Transfer or assignment of all or any portion of the Interest of such Entity in the Council, and shall not be affected by the subsequent incapacity of the principalAgreement.

Appointment of Attorney-in-Fact. (a) C. Xxxxxxx Xxxx (the "Securityholder Representative") (and any successor appointed to act on its behalf in accordance with this Section 10.19), hereby is appointed, authorized and empowered to act, on behalf of the Securityholders, in connection with, and to facilitate the consummation of the transactions contemplated by, this Agreement and the related transaction documents, and in connection with the activities to be performed on behalf of the Securityholders under this Agreement. (b) Buyer and its Subsidiaries shall be entitled to rely exclusively upon the communications of the Securityholder Representative relating to the communications of the Securityholders. Buyer need not be concerned with, and shall be entitled to rely on, the authority of the Securityholder Representative to act on behalf of all Securityholders hereunder, and shall not be held liable or accountable in any manner for any act or omission of the Securityholder Representative in such capacity. (c) Except as set forth in the following sentence, the Securityholder Representative may enter into and grant any amendments, modifications, waivers or consents with respect to this Agreement and the related transaction documents. Notwithstanding the foregoing, the parties acknowledge and agree that (i) the Securityholder Representative may not enter into or grant any amendments, modifications, waivers or consents with respect to this Agreement unless such amendments, modifications, waivers or consents shall affect each Securityholder similarly and to the same relative extent, and (ii) any such amendment, modification, waiver or consent which does not affect any Securityholder similarly and to the same relative extent as it affects other Securityholders must be executed by such Securityholder to be binding on such Securityholder. (d) Notwithstanding anything to the contrary herein, the Securityholders Representative in its role as Securityholder Representative shall have no liability whatsoever to the Company or Buyer. (e) In the event of the death, disability or incapacity of the Securityholder Representative, the Securityholders may appoint a substitute therefor. The Securityholders shall act by majority vote in interest. Each Member Securityholder, by its his or her execution of this Agreement, hereby irrevocably constitutes and appoints the person holding the position of Secretary of the CouncilSecurityholder Representative as his or her agent, for so long as he or she holds such position, as its true proxy and lawful attorney-in-fact (and each person who holds the position of Secretary of the Council thereafter, for so long as he or she holds such position, as its true and lawful successor attorney-in-fact) with full power and authority in its name, place and stead to execute, acknowledge, deliver, swear to, file and record at the appropriate public offices such documents as may be necessary or appropriate to carry out the provisions of this Agreement, including but not limited to: (i) All certificates and other instruments (including counterparts of this Agreement), and all amendments thereto, which the Board deems appropriate to form, qualify, continue or otherwise operate the Council as a limited liability company (or other entity in which the Members will have limited liability comparable to that provided in the Act), in the jurisdictions in which the Council may conduct business or in which such formation, qualification or continuation is, in the opinion of the Board, necessary or desirable to protect the limited liability of the Members. (ii) All amendments to this Agreement adopted in accordance with the terms hereof, and all instruments which the Board deems appropriate to reflect a change or modification of the Council in accordance with the terms purposes of this Agreement. (iii) All conveyances of Council assets, and other instruments which the Board reasonably deems necessary in order to complete a dissolution and termination of the Council pursuant to this Agreement. In the event the position of Secretary is vacant, the Board is authorized to designate a successor attorney-in-fact until such time as a new Secretary has been appointed. (bf) The appointment by all Members grant of the Secretary as attorney-in-fact (and if applicable, each person who holds the position of Secretary of the Council thereafter as successor attorney-in-fact) shall be deemed to be a power authority provided for in this Section 10.19 is coupled with an interestinterest and is being granted, in recognition of part, as an inducement to the fact that each of the Members under parties to enter into this Agreement will be relying upon the power of such person(s) or Entity to act as contemplated by this Agreement in any filing and other action by it on behalf of the Council, and shall be irrevocable and survive the incapacity death, incompetency, bankruptcy or liquidation of any Entity or person hereby giving such power, and the Transfer or assignment of all or any portion of the Interest of such Entity in the Council, Securityholder and shall not be affected by the subsequent incapacity of the principalbinding on any successor thereto.

Appointment of Attorney-in-Fact. ‌ (a) Each Member by its execution of this Agreement, irrevocably constitutes and appoints the person holding the position of Secretary of the Council, for so long as he or she holds such position, as its true and lawful attorney-in-fact (and each person who holds the position of Secretary of the Council thereafter, for so long as he or she holds such position, as its true and lawful successor attorney-in-fact) with full power and authority in its name, place and stead to execute, acknowledge, deliver, swear to, file and record at the appropriate public offices such documents as may be necessary or appropriate to carry out the provisions of this Agreement, including but not limited to: (i) All certificates and other instruments (including counterparts of this Agreement), and all amendments thereto, which the Board deems appropriate to form, qualify, continue or otherwise operate the Council as a limited liability company (or other entity in which the Members will have limited liability comparable to that provided in the Act), in the jurisdictions in which the Council may conduct business or in which such formation, qualification or continuation is, in the opinion of the Board, necessary or desirable to protect the limited liability of the Members. (ii) All amendments to this Agreement adopted in accordance with the terms hereof, and all instruments which the Board deems appropriate to reflect a change or modification of the Council in accordance with the terms of this Agreement. (iii) All conveyances of Council assets, and other instruments which the Board reasonably deems necessary in order to complete a dissolution and termination of the Council pursuant to this Agreement. In the event the position of Secretary is vacant, the Board is authorized to designate a successor attorney-in-fact until such time as a new Secretary has been appointed. (b) The appointment by all Members of the Secretary as attorney-in-fact (and if applicable, each person who holds the position of Secretary of the Council thereafter as successor attorney-in-fact) shall be deemed to be a power coupled with an interest, in recognition of the fact that each of the Members under this Agreement will be relying upon the power of such person(s) or Entity to act as contemplated by this Agreement in any filing and other action by it on behalf of the Council, and shall survive the incapacity of any Entity or person hereby giving such power, and the Transfer or assignment of all or any portion of the Interest of such Entity in the Council, and shall not be affected by the subsequent incapacity of the principal.

Appointment of Attorney-in-Fact. (a) Each Member by its execution of this Agreement, irrevocably constitutes Borrowers hereby constitute and appoints the person holding the position of Secretary of the Council, for so long appoint Collateral Agent as he or she holds such position, as its true and lawful Borrowers' attorney-in-fact (and each person who holds the position of Secretary of the Council thereafter, for so long as he or she holds such position, as its true and lawful successor attorney-in-fact) with full power and authority in its name, the place and stead of any Borrower and in the name of any Borrower, Collateral Agent or otherwise, from time to execute, acknowledge, deliver, swear to, file time in Collateral Agent's discretion while an Event of Default is continuing to take any action and record at the appropriate public offices such documents as to execute any instrument that Collateral Agent may be deem necessary or appropriate advisable to carry out accomplish the provisions purposes of this Agreement, including but not limited to: including: (ia) All certificates to ask, demand, collect, sxx for, recover, compound, receive and other instruments give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (including counterparts b) to enforce the obligations of this Agreement), and all amendments thereto, which the Board deems appropriate to form, qualify, continue or otherwise operate the Council as a limited liability company (any Account Debtor or other entity in which Person obligated on the Members will have limited liability comparable Collateral and enforce the rights of any Borrower with respect to such obligations and to any property that provided in the Act), in the jurisdictions in which the Council secures such obligations; (c) to file any claims or take any action or institute any proceedings that Collateral Agent may conduct business or in which such formation, qualification or continuation is, in the opinion of the Board, deem necessary or desirable for the collection of or to protect preserve the limited liability value of any of the Members. Collateral or otherwise to enforce the rights of Collateral Agent and Lenders with respect to any of the Collateral; (iid) All amendments to pay or discharge taxes or Liens levied or placed upon or threatened against the Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by Collateral Agent in its sole discretion, and such payments made by Collateral Agent to become Obligations, due and payable promptly on demand; (e) to sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, assignments, verifications and notices in connection with Accounts, Chattel Paper or General Intangibles and other Documents relating to the Collateral; and (f) generally to take any act required of any Borrower under this Agreement, and to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though Collateral Agent were the absolute owner thereof for all purposes, and to do, at Collateral Agent's option and Borrowers' expense, at any time or from time to time, all acts and things that Collateral Agent deems necessary to protect, preserve or realize upon the Collateral. Without limiting the foregoing, each Borrower hereby irrevocably authorizes the Collateral Agent to send to each Insurer that is an Account Debtor on any Account of such Borrower any notice that such Borrower is required to deliver hereunder if such Borrower has failed to deliver any such notice within five (5) Business Days after such Borrower was required to deliver such notice. In addition, if any Borrower breaches its obligation hereunder to direct payments of the proceeds of the Collateral to the appropriate Blocked Account, the Collateral Agent, as the true and lawful attorney for such Borrower pursuant to this Agreement adopted subsection 8.5 and subject to any applicable law or regulation, may, by the signature or other act of any of the Collateral Agent's officers (without requiring any of them to do so), direct any federal, state or private payor or fiscal intermediary to pay proceeds of the Collateral to such Borrower by directing payment to the appropriate Blocked Account to the extent permitted by law. Borrowers hereby ratify and approve all acts of Collateral Agent made or taken pursuant to and in accordance with the terms hereof, and all instruments which the Board deems appropriate to reflect a change or modification this subsection 8.5. The appointment of the Council in accordance with the terms of this Agreement. (iii) All conveyances of Council assets, and other instruments which the Board reasonably deems necessary in order to complete a dissolution and termination of the Council pursuant to this Agreement. In the event the position of Secretary is vacant, the Board is authorized to designate a successor Collateral Agent as Borrowers' attorney-in-fact until such time as a new Secretary has been appointed. (b) The appointment by all Members of the Secretary as attorney-in-fact (and if applicable, each person who holds the position of Secretary of the Council thereafter as successor attorney-in-fact) shall be deemed to be a power Collateral Agent's rights and powers are coupled with an interestinterest and are irrevocable, so long as any of the Commitments hereunder shall be in effect and until indefeasible payment in full, in recognition of the fact that each of the Members under this Agreement will be relying upon the power of such person(s) or Entity to act as contemplated by this Agreement in any filing and other action by it on behalf of the Councilcash, and shall survive the incapacity of any Entity or person hereby giving such power, and the Transfer or assignment of all or any portion Obligations and termination of the Interest all Letters of such Entity in the Council, and shall not be affected by the subsequent incapacity of the principalCredit.

Appointment of Attorney-in-Fact. The Agent shall hereby have the right, and the Borrower and each Subsidiary Guarantor hereby irrevocably make, constitute, and appoint the Agent (aand all officers, employees, or Agents designated by the Agent) Each Member by its execution of this Agreement, irrevocably constitutes and appoints the person holding the position of Secretary of the Council, for so long as he or she holds such position, as its true and lawful attorney-in-fact (and each person who holds the position of Secretary of the Council thereafterAgent, for so long as he or she holds such position, as its true and lawful successor attorney-in-fact) with full power of substitution, from time to time but only to the extent following the occurrence of an Event of Default which is continuing and authority has not been waived: (a) to effectuate, in its the Borrower's or such Subsidiary Guarantor's name, place and stead to execute, acknowledge, deliver, swear to, file and record at the appropriate public offices Borrower's or such documents as may be necessary or appropriate to carry out the provisions of Subsidiary Guarantor's obligations under this Agreement, including but not limited to: (b) in the Borrower's, such Subsidiary Guarantor's, or Agent's name: (i) All certificates to exercise all of the Borrower's or such Subsidiary Guarantor's rights and other instruments remedies with respect to the Collateral, (including counterparts of this Agreement)ii) if permitted by applicable Law, to sell or assign the Collateral upon such terms, for such amounts, and at such time or times as the Agent deems advisable, (iii) to take control, in any manner, of any item of payment or Proceeds relating to any Collateral, (iv) to do all amendments thereto, which the Board deems appropriate to form, qualify, continue or otherwise operate the Council as a limited liability company (or other entity in which the Members will have limited liability comparable to that provided in the Act)acts and things reasonably necessary, in the jurisdictions Agent's good faith discretion, to fulfill the Borrower's or such Subsidiary Guarantor's obligations under this Agreement, (v) to endorse the name of the Borrower or such Subsidiary Guarantor upon any of the items of payment or Proceeds relating to any Collateral, (vi) to use the information recorded on or contained in any data processing equipment and computer hardware and software relating to the Collateral to which the Council may conduct business Borrower or in which such formationSubsidiary Guarantor has access, qualification or continuation isand (vii) to make and adjust claims under such policies of insurance insuring the Collateral, in receive and endorse the opinion name of the BoardBorrower or such Subsidiary Guarantor on any check, necessary draft, instrument or desirable to protect other item of payment for the limited liability proceeds of such policies of insurance insuring the Members. (ii) All amendments to this Agreement adopted in accordance with the terms hereofCollateral, and make all instruments which the Board deems appropriate determinations and decisions with respect to reflect a change such policies of insurance. The Borrower and each Subsidiary Guarantor hereby ratifies all that said attorneys shall lawfully do or modification of the Council in accordance with the terms of this Agreement. (iii) All conveyances of Council assets, and other instruments which the Board reasonably deems necessary in order to complete a dissolution and termination of the Council pursuant to this Agreement. In the event the position of Secretary is vacant, the Board is authorized to designate a successor attorney-in-fact until such time as a new Secretary has been appointed. (b) The appointment by all Members of the Secretary as attorney-in-fact (and if applicable, each person who holds the position of Secretary of the Council thereafter as successor attorney-in-fact) shall be deemed cause to be done by virtue hereof. This power of attorney is a power coupled with an interest, in recognition of the fact that each of the Members under this Agreement will be relying upon the power of such person(s) or Entity to act as contemplated by this Agreement in any filing and other action by it on behalf of the Council, interest and shall survive the incapacity of any Entity or person hereby giving such power, and the Transfer or assignment of all or any portion of the Interest of such Entity in the Council, and shall not be affected by the subsequent incapacity of the principalirrevocable.

Appointment of Attorney-in-Fact. (a) Each Member by its execution of this Agreementhereby makes, irrevocably constitutes constitutes, and appoints such Officer as is designated by the person holding the position Board of Secretary of the Council, for so long Directors as he or she holds such position, as its Member’s true and lawful attorney-in-fact (and each person who holds the position of Secretary of the Council thereafter, for so long as he or she holds such position, as its true and lawful successor attorney-in-fact) with full power and authority in its nameof substitution to sign, place and stead to execute, certify, acknowledge, deliver, swear to, file file, publish and/or record any and record at all documents and/or agreements which the appropriate public offices such documents as Board of Directors may be deem reasonably necessary or appropriate to carry out amend this Agreement to reflect (i) the provisions exercise by the Board of Directors of any power granted to the Board of Directors under this Agreement, including but not limited to: (i) All certificates and other instruments (including counterparts of this Agreement), and all amendments thereto, which the Board deems appropriate to form, qualify, continue or otherwise operate the Council as a limited liability company (or other entity in which the Members will have limited liability comparable to that provided in the Act), in the jurisdictions in which the Council may conduct business or in which such formation, qualification or continuation is, in the opinion of the Board, necessary or desirable to protect the limited liability of the Members. (ii) All amendments to this Agreement adopted the transfer of any Member’s Units in the Company in accordance with the terms hereof, (iii) the admission of any additional Member and/or substituted Member in accordance with the terms hereof, (iv) the withdrawal of any person or entity as a Member of the Company in accordance with the terms hereof, and all instruments (v) any amendment approved in accordance with Section 10.01. Each Member hereby authorizes such Officer as is designated by the Board of Directors to take any further action which the Board deems appropriate to reflect a change of Directors shall consider necessary or modification advisable in connection with any of the Council foregoing, and hereby gives such Officer as is designated by the Board of Directors full power and authority to do and perform each and every act or thing whatsoever requisite or advisable to be done in accordance connection with the terms foregoing as fully and completely as if such Member were acting personally, and hereby ratifies and confirms any and all actions that such Officer may take by virtue of the foregoing provisions of this Agreement. (iii) All conveyances Section 10.05. The foregoing special power of Council assets, and other instruments which the Board reasonably deems necessary in order to complete a dissolution and termination of the Council pursuant to this Agreement. In the event the position of Secretary attorney is vacant, the Board is authorized to designate a successor attorney-in-fact until such time as a new Secretary has been appointed. (b) The appointment by all Members of the Secretary as attorney-in-fact (and if applicable, each person who holds the position of Secretary of the Council thereafter as successor attorney-in-fact) shall be deemed to be a power coupled with an interest, in recognition of the fact that each of the Members under this Agreement will be relying upon the power of such person(s) or Entity to act as contemplated by this Agreement in any filing interest and other action by it on behalf of the Council, is irrevocable and shall survive the incapacity death, disability, incapacity, bankruptcy, insolvency, dissolution or cessation of any Entity or person hereby giving such power, existence of each Member and shall survive the Transfer or assignment by any Member of all or any portion of the Interest of such Entity Member’s Units in the Council, and shall not be affected by the subsequent incapacity of the principalCompany.

Appointment of Attorney-in-Fact. (a) Each Member by its execution of this AgreementIn connection with the foregoing, irrevocably the ------------------------------- undersigned hereby constitutes and appoints each of and, in the person holding event is unwilling or unable to serve, , the position of Secretary of the Council, for so long as he or she holds such position, as its true and lawful attorney-in-fact (and each person who holds herein referred to as the position of Secretary of the Council thereafter, for so long as he or she holds such position, as its true and lawful successor attorney"Attorney-in-factFact") of the undersigned, with full power and authority to act in its namethe name of, place for and stead on behalf of the undersigned with respect to execute, acknowledge, deliver, swear to, file and record all matters arising in connection with the sale to the Underwriters of the number of Shares set forth opposite the name of the undersigned at the appropriate public offices such documents as may be necessary or appropriate to carry out the provisions end of this Agreement, including but not limited toincluding, without limitation, the power and authority: (i) All certificates to sell, assign and other instruments transfer to the Underwriters the Shares represented by the certificate(s) deposited by the undersigned with the Custodian hereunder, at such purchase price per Share to be paid by the Underwriters as the Attorney-in-Fact shall determine in his sole and absolute discretion, subject to the limitation that such purchase price be the same price per share of Common Stock as is paid by the Underwriters to the Company pursuant to the Underwriting Agreement (including counterparts of this Agreementas hereafter defined), and all amendments to duly endorse (in blank or otherwise) the certificate or certificates representing such Shares or a stock power or powers with respect thereto, which the Board deems appropriate to form, qualify, continue or otherwise operate the Council as a limited liability company (or other entity in which the Members will have limited liability comparable to that provided in the Act), in the jurisdictions in which the Council may conduct business or in which such formation, qualification or continuation is, in the opinion of the Board, necessary or desirable to protect the limited liability of the Members.; (ii) All amendments for the purpose of effecting such sale, to this execute and deliver an Underwriting Agreement adopted by and among the Company, the Sellers and the Underwriters substantially in the form of the Draft Underwriting Agreement, with such changes therein as the Attorney-in-Fact, in his sole and absolute discretion, may determine to be necessary or appropriate (the "Underwriting Agreement"), providing for (i) the sale pursuant thereto by the undersigned of the Shares in accordance with such terms, including the terms hereofpurchase price to be paid by the Underwriters, as the Attorney-in-Fact shall determine (subject to the limitation aforesaid), (ii) the indemnification of and contribution to certain expenses of the Underwriters by the Sellers in certain events, (iii) the restriction of the undersigned from selling or otherwise disposing of, or exercising any registration rights with respect to, any Shares of Common Stock of the Company (other than the Shares) from the date hereof for a period of days after the effective date of the Registration Statement without the prior written consent of the Representatives, (iv) the making of all representations and warranties provided in the Underwriting Agreement, and all instruments which (v) other provisions concerning the Board deems appropriate to reflect a change or modification public offering of the Council in accordance Shares by the Underwriters, the execution and delivery of the Underwriting Agreement by the Attorney-in-Fact to be conclusive evidence with respect to his approval thereof, and to carry out and comply with each and all of the terms provisions of this the Underwriting Agreement.; (iii) All conveyances in his or her sole and absolute discretion, to exercise any power conferred upon and to take any action authorized or required to be taken by the Sellers pursuant to the Underwriting Agreement, and, subject to authority otherwise specifically reserved to the Custodian (as hereafter defined) under this Agreement, to give such instructions to the Custodian as the Attorney-in- Fact may determine with respect to (i) the transfer on the record books of Council assets, and other instruments which the Board reasonably deems necessary Company of the Shares in order to complete a dissolution effect such sale (including the names in which new certificates for the Shares are to be issued and termination the denominations thereof), (ii) the delivery by the Custodian to or for the account of the Council Underwriters of the certificates for the Shares against receipt of the purchase price to be paid therefor, (iii) the payment out of the proceeds of any sale to the Underwriters of the expenses, if any, to be borne by the undersigned pursuant to this the Underwriting Agreement. In , if any, (iv) the event remittance to the position undersigned of Secretary is vacantthe balance of the proceeds from any sale of the Shares sold by the undersigned, and (v) the return to the undersigned of new certificates representing the number of Shares, if any, represented by the certificate(s) deposited with the Custodian which are in excess of the number of Shares sold by the undersigned to the Underwriters; (iv) to retain legal counsel in connection with any and all matters referred to herein; (v) to make, execute, acknowledge and deliver all such other contracts, orders, receipts, notices, requests, consents, instructions, certificates, letters and other writings (including communications to the SEC, the Board National Association of Securities Dealers, Inc. (the "NASD") and state securities commissions) and amendments to the Underwriting Agreement, and to take all action that the Attorney-in-Fact may consider necessary or appropriate in connection with or to carry out the sale of the Shares to the Underwriters as fully as the undersigned could if then personally present and acting; and (vi) to make payment, on behalf of and for the account of the undersigned, all costs and expenses payable by the undersigned pursuant to the provisions of the Underwriting Agreement or otherwise incurred and deemed appropriate by the Attorney-in-Fact, including any applicable stock transfer taxes chargeable to the undersigned and any fees and expenses of the Custodian, out of and to the extent of funds available from the sale of the Shares (provided, however, that the Attorney-in-Fact shall not have any personal liability to make such payments out of other funds), all in the sole and absolute discretion of the Attorney-in-Fact (the undersigned hereby expressly promising to repay the Attorney-in-Fact for any such payments made on behalf and for the account of the undersigned by the Attorney-in-Fact). Without limiting the foregoing authority, the Attorney-in-Fact is authorized to designate a successor attorney-in-fact until such time as a new Secretary has been appointed. (bi) The appointment by all Members of the Secretary as attorney-in-fact (and if applicable, each person who holds the position of Secretary of the Council thereafter as successor attorney-in-fact) shall be deemed to be a power coupled with an interest, in recognition of the fact that each of the Members under this Agreement will be relying upon the power of such person(s) or Entity to act as contemplated by this Agreement in any filing and other action by it request on behalf of the Council, and shall survive the incapacity of any Entity or person hereby giving such power, and the Transfer or assignment of all or any portion undersigned acceleration of the Interest Registration Statement relating to the aforementioned offering of such Entity in Common Stock and (ii) advise the Council, and shall not be affected by the subsequent incapacity SEC of the principalreason the undersigned is selling the Shares.

Appointment of Attorney-in-Fact. (a) Each Member The Trustee for each series of Securities is hereby appointed, and each and every Holder of Securities of such series, by its execution of this Agreement, irrevocably constitutes receiving and appoints the person holding the position of Secretary of same, shall be conclusively deemed to have appointed such Trustee, the Council, for so long as he or she holds such position, as its true and lawful attorney-in-fact of such Holder, with authority to make or file (whether or not the Company or the Guarantor shall be in default in respect of the payment of the principal of, or premium or interest, if any, on any of the Securities of such series), in its own name as trustee of an express trust or otherwise as it shall deem advisable, in any receivership, insolvency, liquidation, bankruptcy, reorganization, or other judicial proceedings relative to the Company, the Guarantor or any other obligor upon such Securities or to their respective creditors or property, any and all claims, proofs of claim, proofs of debt, petitions, consents, other papers and documents, and amendments of any thereof, as may be necessary or advisable in order to have the claims of the Trustee and of the Holders of such Securities allowed in any such proceeding and to collect and receive any moneys or other property payable or deliverable on any such claim, and to execute and deliver any and all other papers and documents and to do and perform any and all other acts and things, as it may deem necessary or advisable in order to enforce in any such proceedings any of the claims of such Trustee and of any of such holders in respect of any of the Securities of such series; and any receiver, assignee, custodian, trustee, or debtor in any such proceedings is hereby authorized, and each person who holds the position of Secretary and every Holder of the Council thereafterSecurities of such series, by receiving and holding the same, shall be conclusively deemed to have authorized any such receiver, assignee, custodian, trustee, or debtor, to make any such payment or delivery to or on the order of such Trustee, and, in the event that such Trustee shall consent to the making of such payments or deliveries directly to the Holders of the Securities of such series, to pay to such Trustee any amount due it for so long compensation and expenses, including counsel fees and expenses, incurred by it down to the date of such payment or delivery; provided, however, that nothing herein contained shall be deemed to require the Trustee to exercise any of its rights or powers as he or she holds such position, as its true and lawful successor attorney-in-fact, or to authorize or empower such Trustee to consent to or accept or adopt, on behalf of any Holder of Securities of such series, any plan of reorganization or readjustment of the Company or the Guarantor affecting the Securities of such series or the rights of any Holder thereof, or to authorize or empower such Trustee to vote in respect of the claim of any Holder of any Securities of such series in any such proceedings. The Bank of New York (as successor to JPMorgan Chase Bank, N.A.) with full power and authority in its nameis a party to the following indentures where CIT Group Funding Company of Canada or CIT Group Inc., place and stead to executeas applicable, acknowledge, deliver, swear to, file and record at is the appropriate public offices such documents as may be necessary or appropriate to carry out the provisions of this Agreement, including but not limited toissuer thereunder: (i) All certificates Indenture dated as of August 26, 2002 by and other instruments (including counterparts among CIT Group Inc., Bank One Trust Company, N.A., as Trustee and Bank One N.A., London Branch, as London Paying Agent and London Calculation Agent, for the issuance of this Agreement), unsecured and all amendments thereto, which the Board deems appropriate to form, qualify, continue or otherwise operate the Council as a limited liability company (or other entity in which the Members will have limited liability comparable to that provided in the Act), in the jurisdictions in which the Council may conduct business or in which such formation, qualification or continuation is, in the opinion of the Board, necessary or desirable to protect the limited liability of the Membersunsubordinated debt securities. (ii) All amendments to this Agreement adopted in accordance with Indenture dated as of October 29, 2004 between CIT Group Inc. and X.X. Xxxxxx Trust Company, National Association for the terms hereof, and all instruments which the Board deems appropriate to reflect a change or modification issuance of the Council in accordance with the terms of this Agreementsenior debt securities. (iii) All conveyances Indenture dated as of Council assetsOctober 29, 2004 between CIT Group Inc. and other instruments which X.X. Xxxxxx Trust Company, National Association for the Board reasonably deems necessary in order to complete a dissolution and termination issuance of the Council pursuant to this Agreement. In the event the position of Secretary is vacant, the Board is authorized to designate a successor attorney-in-fact until such time as a new Secretary has been appointedsubordinated debt securities. (biv) The appointment by all Members Indenture dated as of January 20, 2006 between CIT Group Inc. and JPMorgan Chase Bank, N.A. for the Secretary issuance of senior debt securities. (v) Indenture dated as attorney-in-fact of January 20, 2006 between CIT Group Inc. and JPMorgan Chase Bank, N.A. for the issuance of subordinated debt securities. (vi) Indenture dated as of June 2, 2006 between CIT Group Inc., JPMorgan Chase Bank, N.A. and if applicableJPMorgan Chase Bank, each person who holds N.A., London branch for the position issuance of Secretary senior notes. (vii) Indenture dated as of June 2, 2006 among CIT Group Inc., JPMorgan Chase Bank, N.A. and JPMorgan Chase Bank, N.A., London branch for the Council thereafter issuance of subordinated notes. (viii) Indenture dated as successor attorney-in-fact) shall be deemed to be a power coupled with an interestof May 31, in recognition 2005, among CIT Group Funding Company of Canada, CIT Group Inc. and JPMorgan Chase Bank, N.A, for the fact that each issuance of the Members under this Agreement will be relying upon the power of such person(s) or Entity to act as contemplated by this Agreement in any filing 4.65% Senior Notes due July 1, 2010 and other action by it on behalf of the Council5.20% Senior Notes due June 1, and shall survive the incapacity of any Entity or person hereby giving such power, and the Transfer or assignment of all or any portion of the Interest of such Entity in the Council, and shall not be affected by the subsequent incapacity of the principal2015.

Appointment of Attorney-in-Fact. (a) Each Member The Trustee for each series of Securities is hereby appointed, and each and every Holder of Securities of such series, by its execution of this Agreement, irrevocably constitutes receiving and appoints the person holding the position of Secretary of same, shall be conclusively deemed to have appointed such Trustee, the Council, for so long as he or she holds such position, as its true and lawful attorney-in-fact of such Holder, with authority to make or file (whether or not the Company or the Guarantor shall be in default in respect of the payment of the principal of, or premium or interest, if any, on any of the Securities of such series), in its own name as trustee of an express trust or otherwise as it shall deem advisable, in any receivership, insolvency, liquidation, bankruptcy, reorganization, or other judicial proceedings relative to the Company, the Guarantor or any other obligor upon such Securities or to their respective creditors or property, any and all claims, proofs of claim, proofs of debt, petitions, consents, other papers and documents, and amendments of any thereof, as may be necessary or advisable in order to have the claims of the Trustee and of the Holders of such Securities allowed in any such proceeding and to collect and receive any moneys or other property payable or deliverable on any such claim, and to execute and deliver any and all other papers and documents and to do and perform any and all other acts and things, as it may deem necessary or advisable in order to enforce in any such proceedings any of the claims of such Trustee and of any of such holders in respect of any of the Securities of such series; and any receiver, assignee, custodian, trustee, or debtor in any such proceedings is hereby authorized, and each person who holds the position of Secretary and every Holder of the Council thereafterSecurities of such series, by receiving and holding the same, shall be conclusively deemed to have authorized any such receiver, assignee, custodian, trustee, or debtor, to make any such payment or delivery to or on the order of such Trustee, and, in the event that such Trustee shall consent to the making of such payments or deliveries directly to the Holders of the Securities of such series, to pay to such Trustee any amount due it for so long compensation and expenses, including counsel fees and expenses, incurred by it down to the date of such payment or delivery; provided, however, that nothing herein contained shall be deemed to require the Trustee to exercise any of its rights or powers as he or she holds such position, as its true and lawful successor attorney-in-fact, or to authorize or empower such Trustee to consent to or accept or adopt, on behalf of any Holder of Securities of such series, any plan of reorganization or readjustment of the Company or the Guarantor affecting the Securities of such series or the rights of any Holder thereof, or to authorize or empower such Trustee to vote in respect of the claim of any Holder of any Securities of such series in any such proceedings. A.) with full power and authority in its nameis a party to the following indentures where CIT Group Funding Company of Canada or CIT Group Inc., place and stead to executeas applicable, acknowledge, deliver, swear to, file and record at is the appropriate public offices such documents as may be necessary or appropriate to carry out the provisions of this Agreement, including but not limited toissuer thereunder: (i) All certificates Indenture dated as of August 26, 2002 by and other instruments (including counterparts among CIT Group Inc., Bank One Trust Company, N.A., as Trustee and Bank One N.A., London Branch, as London Paying Agent and London Calculation Agent, for the issuance of this Agreement), unsecured and all amendments thereto, which the Board deems appropriate to form, qualify, continue or otherwise operate the Council as a limited liability company (or other entity in which the Members will have limited liability comparable to that provided in the Act), in the jurisdictions in which the Council may conduct business or in which such formation, qualification or continuation is, in the opinion of the Board, necessary or desirable to protect the limited liability of the Membersunsubordinated debt securities. (ii) All amendments to this Agreement adopted in accordance with Indenture dated as of October 29, 2004 between CIT Group Inc. and J.P. Morgan Trust Company, National Association for the terms hereof, and all instruments which the Board deems appropriate to reflect a change or modification issuance of the Council in accordance with the terms of this Agreementsxxxxx debt securities. (iii) All conveyances Indenture dated as of Council assetsOctober 29, 2004 between CIT Group Inc. and other instruments which J.P. Morgan Trust Company, National Association for the Board reasonably deems necessary in order to complete a dissolution and termination issuance of the Council pursuant to this Agreement. In the event the position of Secretary is vacant, the Board is authorized to designate a successor attorney-in-fact until such time as a new Secretary has been appointedxxxxxxinated debt securities. (biv) The appointment by all Members Indenture dated as of January 20, 2006 between CIT Group Inc. and JPMorgan Chase Bank, N.A. for the Secretary issuance of senior debt securities. (v) Indenture dated as attorney-in-fact of January 20, 2006 between CIT Group Inc. and JPMorgan Chase Bank, N.A. for the issuance of subordinated debt securities. (vi) Indenture dated as of June 2, 2006 between CIT Group Inc., JPMorgan Chase Bank, N.A. and if applicableJPMorgan Chase Bank, each person who holds N.A., London branch for the position issuance of Secretary senior notes. (vii) Indenture dated as of June 2, 2006 among CIT Group Inc., JPMorgan Chase Bank, N.A. and JPMorgan Chase Bank, N.A., London branch for the Council thereafter issuance of subordinated notes. (viii) Indenture dated as successor attorney-in-fact) shall be deemed to be a power coupled with an interestof May 31, in recognition 2005, among CIT Group Funding Company of Canada, CIT Group Inc. and JPMorgan Chase Bank, N.A, for the fact that each issuance of the Members under this Agreement will be relying upon the power of such person(s) or Entity to act as contemplated by this Agreement in any filing 4.65% Senior Notes due July 1, 2010 and other action by it on behalf of the Council5.20% Senior Notes due June 1, and shall survive the incapacity of any Entity or person hereby giving such power, and the Transfer or assignment of all or any portion of the Interest of such Entity in the Council, and shall not be affected by the subsequent incapacity of the principal2015.