Common use of Attorney-in-Fact Clause in Contracts

Attorney-in-Fact. Each Debtor hereby irrevocably constitutes and appoints the Secured Party, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Debtor and in the name of such Debtor or in its own name, from time to time in the discretion 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 and deliver any and all documents and instruments which may be necessary or desirable to perfect or protect any security interest granted hereunder, to maintain the perfection or priority of any security interest granted hereunder, or to otherwise accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, hereby gives the Secured Party the power and right, on behalf of such Debtor, without notice to or assent by such Debtor (to the extent permitted by applicable law), to do the following: (a) 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 of this Agreement; (b) upon the occurrence and during the continuation of an Event of Default, to ask, demand, collect, receive and give acquittance and receipts for any and all moneys due and to become due under any Collateral and, in the name of such Debtor 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 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 Secured Party for the purpose of collecting any and all such moneys due under any 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 Secured Party for the purpose of collecting any and all such moneys due under any Collateral whenever payable; (c) to pay or discharge charges or liens levied or placed on or threatened against the Collateral, to effect any insurance called for by the terms of this Agreement and to pay all or any part of the premiums therefor; (d) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due, and to become due thereunder, directly to the Secured Party or as the Secured Party shall direct, and to receive payment of and receipt for any and all moneys, claims and other amounts due, and to become due at any time, in respect of or arising out of any Collateral; (e) upon the occurrence and during the continuation of an Event of Default, to sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts and other Documents constituting or relating to the Collateral; (f) upon the occurrence and during the continuation of an Event of Default, 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; (g) upon the occurrence and during the continuation of an Event of Default, to defend any suit, action or proceeding brought against a Debtor with respect to any Collateral; (h) upon the occurrence and during the continuation of an Event of Default, to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Secured Party may deem appropriate; (i) to the extent that a Debtor’s authorization given in Section 4.1(b) of this Agreement is not sufficient to file such financing statements with respect to this Agreement, with or without such Debtor’s signature, or to file a photocopy of this Agreement in substitution for a financing statement, as the Secured Party may deem appropriate and to execute in such Debtor’s name such financing statements and amendments thereto and continuation statements which may require such Debtor’s signature; (j) upon the occurrence and during the continuation of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Secured Party were the absolute owners thereof for all purposes; and (k) to do, at the Secured Party’s option and at such Debtor’s expense, at any time, or from time to time, all acts and things which the Secured Party reasonably deems necessary to protect or preserve or, upon the occurrence and during the continuation of an Event of Default, realize upon the Collateral and the Secured Party’s lien therein, in order to effect the intent of this Agreement, all as fully and effectively as such Debtor might do. Each Debtor hereby ratifies, to the extent permitted by law, all that such attorneys lawfully do or cause to be done by virtue hereof provided the same is performed in a commercially reasonable manner. The power of attorney granted hereunder is a power coupled with an interest and shall be irrevocable until the Obligations are indefeasibly paid in full in cash and this Agreement is terminated in accordance with Section 4.12 hereof. Each Debtor also authorizes the Secured Party, at any time from and after the occurrence and during the continuation of any Event of Default, (x) to communicate in its own name with any party to any Contract with regard to the assignment of the right, title and interest of such Debtor in and under the Contracts hereunder and other matters relating thereto and (y) to execute, in connection with any sale of Collateral provided for in Section 4.6 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.

Attorney-in-Fact. Each Debtor hereby irrevocably constitutes and appoints the Secured Party, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Debtor and in the name of such Debtor or in its own name, from time to time in the discretion 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 and deliver any and all documents and instruments which may be necessary or desirable to perfect or protect any security interest granted hereunder, hereunder or to maintain the perfection or priority of any security interest granted hereunder, or to otherwise accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, hereby gives the Secured Party the power and right, on behalf of such Debtor, without notice to or assent by such Debtor (to the extent permitted by applicable law)Debtor, to do the followingfollowing upon the occurrence and during the continuation of any Event of Default: (a) 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 of this Agreement; (b) upon the occurrence and during the continuation of an Event of Default, to ask, demand, collect, receive and give acquittance and receipts for any and all moneys due and to become due under any Collateral and, in the name of such Debtor 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 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 Secured Party for the purpose of collecting any and all such moneys due under any 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 Secured Party for the purpose of collecting any and all such moneys due under any Collateral whenever payable; (c) to pay or discharge charges or liens levied or placed on or threatened against the Collateral, to effect any insurance called for by the terms of this Agreement and to pay all or any part of the premiums therefor; (d) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due, and to become due thereunder, directly to the Secured Party or as the Secured Party shall direct, and to receive payment of and receipt for any and all moneys, claims and other amounts due, and to become due at any time, in respect of or arising out of any Collateral; (e) upon the occurrence and during the continuation of an Event of Default, to sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts and other Documents constituting or relating to the Collateral; (f) upon the occurrence and during the continuation of an Event of Default, 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; (g) upon the occurrence and during the continuation of an Event of Default, to defend any suit, action or proceeding brought against a Debtor with respect to any Collateral; (h) upon the occurrence and during the continuation of an Event of Default, to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Secured Party may deem appropriate; (i) to the extent that a Debtor’s authorization given in Section 4.1(b) of this Agreement is not sufficient to file such financing statements with respect to this Agreement, with or without such Debtor’s signature, or to file a photocopy of this Agreement in substitution for a financing statement, as the Secured Party may deem appropriate and to execute in such Debtor’s name such financing statements and amendments thereto and continuation statements which may require such Debtor’s signature;; and (j) upon the occurrence and during the continuation of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Secured Party were the absolute owners thereof for all purposes; and (k) , and to do, at the Secured Party’s option and at such Debtor’s expense, at any time, or from time to time, all acts and things which the Secured Party reasonably deems necessary to protect protect, preserve or preserve or, upon the occurrence and during the continuation of an Event of Default, realize upon the Collateral and the Secured Party’s lien therein, in order to effect the intent of this Agreement, all as fully and effectively as such Debtor might do. Each Debtor hereby ratifies, to the extent permitted by law, all that such attorneys lawfully do or cause to be done by virtue hereof provided the same is performed in a commercially reasonable mannerhereof. The power of attorney granted hereunder is a power coupled with an interest and shall be irrevocable until the Obligations Liabilities are indefeasibly paid in full in cash and this Agreement is terminated in accordance with Section 4.12 hereof. Each Debtor also authorizes the Secured Party, at any time from and after the occurrence and during the continuation of any Event of Default, (x) to communicate in its own name with any party to any Contract with regard to the assignment of the right, title and interest of such Debtor in and under the Contracts hereunder and other matters relating thereto and (y) to execute, in connection with any sale of Collateral provided for in Section 4.6 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.

Attorney-in-Fact. Each Debtor hereby irrevocably constitutes and appoints the Secured Party, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Debtor and in the name of such Debtor or in its own name, from time to time in the discretion 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 and deliver any and all documents and instruments which may be necessary or desirable to perfect or protect any security interest granted hereunder, to maintain the perfection or priority of any security interest granted hereunder, or to otherwise accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, hereby gives the Secured Party the power and right, on behalf of such Debtor, without notice to or assent by such Debtor (to the extent permitted by applicable law), subject to the rights of holders of Permitted Liens, to do the following: (a) 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 of this Agreement; (b) upon the occurrence and during the continuation of an Event of Default, to ask, demand, collect, receive and give acquittance and receipts for any and all moneys due and to become due under any Collateral and, in the name of such Debtor 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 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 Secured Party for the purpose of collecting any and all such moneys due under any 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 Secured Party for the purpose of collecting any and all such moneys due under any Collateral whenever payable; (c) to pay or discharge charges or liens levied or placed on or threatened against the Collateral, to effect any insurance called for by the terms of this Agreement and to pay all or any part of the premiums therefor; (d) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due, and to become due thereunder, directly to the Secured Party or as the Secured Party shall direct, and to receive payment of and receipt for any and all moneys, claims and other amounts due, and to become due at any time, in respect of or arising out of any Collateral; (e) upon the occurrence and during the continuation of an Event of Default, to sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts and other Documents constituting or relating to the Collateral; (f) upon the occurrence and during the continuation of an Event of Default, 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; (g) upon the occurrence and during the continuation of an Event of Default, to defend any suit, action or proceeding brought against a Debtor with respect to any Collateral; (h) upon the occurrence and during the continuation of an Event of Default, to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Secured Party may deem appropriate; (i) to the extent that a Debtor’s authorization given in Section 4.1(b) of this Agreement is not sufficient to file such financing statements with respect to this Agreement, with or without such Debtor’s signature, or to file a photocopy of this Agreement in substitution for a financing statement, as the Secured Party may deem appropriate and to execute in such Debtor’s name such financing statements and amendments thereto and continuation statements which may require such Debtor’s signature; (j) upon the occurrence and during the continuation of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Secured Party were the absolute owners thereof for all purposes; and (k) to do, at the Secured Party’s option and at such Debtor’s expense, at any time, or from time to time, all acts and things which the Secured Party reasonably deems necessary to protect or preserve or, upon the occurrence and during the continuation of an Event of Default, realize upon the Collateral and the Secured Party’s lien therein, in order to effect the intent of this Agreement, all as fully and effectively as such Debtor might do. Each Debtor hereby ratifies, to the extent permitted by law, all that such attorneys lawfully do or cause to be done by virtue hereof provided the same is performed in a commercially reasonable manner. The power of attorney granted hereunder is a power coupled with an interest and shall be irrevocable until the Obligations are indefeasibly paid in full in cash and this Agreement is terminated in accordance with Section 4.12 4.11 hereof. Each Debtor also authorizes the Secured Party, at any time from and after the occurrence and during the continuation of any Event of Default, (x) to communicate in its own name with any party to any Contract with regard to the assignment of the right, title and interest of such Debtor in and under the Contracts hereunder and other matters relating thereto and (y) to execute, in connection with any sale of Collateral provided for in Section 4.6 4.5 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.

Attorney-in-Fact. Each Debtor hereby irrevocably constitutes and appoints the Secured Party, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Debtor and in the name of such Debtor or in its own name, from time to time in the discretion 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 and deliver any and all documents and instruments which may be necessary or desirable to perfect or protect any security interest granted hereunder, to maintain the perfection or priority of any security interest granted hereunder, or to otherwise accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, hereby gives the Secured Party the power and right, on behalf of such Debtor, without notice to or assent by such Debtor (to the extent permitted by applicable law), to do the following: (a) 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 of this Agreement; (b) upon Upon the occurrence and during the continuation of an Event of Default, Member hereby irrevocably constitutes and appoints Security Agent its true and lawful attorney-in-fact with full power (in the name of Member or otherwise) to enforce all rights of Member with respect to the Collateral, including the right: (a) to ask, require, demand, collectreceive, receive compound and give acquittance and receipts for any and all moneys and claims for money due and to become due under any Collateral and, in or arising out of the name of such Debtor or its own name or otherwiseCollateral; (b) to elect remedies thereunder, to take possession of and endorse and collect any checks, drafts, notes, acceptances checks or other Instruments for the payment of moneys due under any Collateral and to file any claim instruments or to take any other action or proceeding orders in any court of law or equity or otherwise deemed appropriate by the Secured Party for the purpose of collecting any and all such moneys due under any 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 Secured Party for the purpose of collecting any and all such moneys due under any Collateral whenever payableconnection therewith; (c) to vote as provided herein, demand, receive and enforce Member’s rights with respect to the Collateral; (d) to give appropriate receipts, releases and satisfactions for and on behalf of and in the name of Member or, at the option of Security Agent, in the name of Security Agent, with the same force and effect as Member could do if this Agreement had not been made; (e) to file any claims or take any action or institute any proceedings in connection therewith which Security Agent may reasonably deem to be necessary or advisable; (f) to preserve the validity, perfection and priority of the liens granted by this Agreement; (g) to execute, in connection with any sale or disposition of the Collateral under Section 6, any endorsements, assignments, bills of sale or other instruments of conveyance or transfer with respect to all or any part of the Collateral; (h) to pay or discharge charges or taxes and liens levied or placed on or threatened against the Collateral, to effect any insurance called for by the terms of this Agreement and to pay all or any part of the premiums therefor;; and (di) to (A) direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due, and due or to become due thereunder, thereunder directly to the Secured Party Security Agent or as the Secured Party Security Agent shall direct, (B) ask or demand for, collect, and to receive payment of and receipt for for, any and all moneys, claims and other amounts due, and due or to become due at any time, time in respect of or arising out of any Collateral; , (eC) upon the occurrence and during the continuation of an Event of Default, to sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts and other Documents constituting or relating to the Collateral; (f) upon the occurrence and during the continuation of an Event of Default, to commence and prosecute any suitssuit, actions action or proceedings proceeding at law or in equity in any court of competent jurisdiction to collect the any Collateral or any part thereof and to enforce any other right in respect of any Collateral; , (gD) upon the occurrence and during the continuation of an Event of Default, to defend any suit, action or proceeding brought against a Debtor Member with respect to any Collateral; , (hE) upon the occurrence and during the continuation of an Event of Default, to settle, compromise or adjust any such suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Secured Party may deem appropriate; (i) to the extent that a Debtor’s authorization given in Section 4.1(b) of this Agreement is not sufficient to file such financing statements with respect to this Agreement, with or without such Debtor’s signature, or to file a photocopy of this Agreement in substitution for a financing statement, as the Secured Party Security Agent may deem appropriate and to execute in such Debtor’s name such financing statements and amendments thereto and continuation statements which may require such Debtor’s signature; (jF) upon the occurrence and during the continuation of an Event of Defaultgenerally, generally to sell, transfer, pledge, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Secured Party Security Agent were the absolute owners owner thereof for all purposes; and (k) to , and do, at the Secured PartySecurity Agent’s option and at such DebtorMember’s expense, at any time, or from time to time, all acts and things which the Secured Party reasonably that Security Agent deems necessary to protect protect, preserve or preserve or, upon the occurrence and during the continuation of an Event of Default, realize upon the Collateral and Security Agent’s and the other Secured Party’s lien therein, in order Parties’ security interests therein and to effect the intent of this Agreement, all as fully and effectively as such Debtor Member might do; provided, however, that Security Agent shall not exercise any such right unless an Event of Default has occurred and is continuing. Each Debtor hereby ratifies, to the extent permitted by law, all that such attorneys lawfully do or cause to be done by virtue hereof provided the same is performed in a commercially reasonable manner. The This power of attorney granted hereunder is a power coupled with an interest and shall be irrevocable until the Obligations are indefeasibly paid in full in cash and this Agreement is terminated in accordance with Section 4.12 hereof. Each Debtor also authorizes the Secured Party, at any time from and after the occurrence and during the continuation of any Event of Default, (x) to communicate in its own name with any party to any Contract with regard to the assignment of the right, title and interest of such Debtor in and under the Contracts hereunder and other matters relating thereto and (y) to execute, in connection with any sale of Collateral provided for in Section 4.6 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateralirrevocable.

Attorney-in-Fact. Each Debtor The Grantor hereby irrevocably constitutes and appoints the Secured Party, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Debtor the Grantor and in the name of such Debtor the Grantor or in its own name, from time to time upon the occurrence and during the continuance of an Event of Default in the discretion 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 and deliver any and all documents and instruments which may be necessary or desirable to perfect or protect any security interest granted hereunder, to maintain the perfection or priority of any security interest granted hereunder, or to otherwise accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, hereby gives the Secured Party the power and right, on behalf of such Debtorthe Grantor, without notice to or assent by such Debtor the Grantor (to the extent permitted by applicable lawApplicable Law), to do the followingfollowing upon the occurrence and during the continuation of an Event of Default: (a) 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 of this Agreement; (b) upon the occurrence and during the continuation of an Event of Default, to ask, demand, collect, receive and give acquittance and receipts for any and all moneys due and to become due under any Collateral and, in the name of such Debtor the Grantor 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 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 Secured Party for the purpose of collecting any and all such moneys due under any 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 Secured Party for the purpose of collecting any and all such moneys due under any Collateral whenever payable; (c) to pay or discharge charges or liens levied or placed on or threatened against the Collateral, to effect any insurance called for by the terms of this Agreement or the Note Documents and to pay all or any part of the premiums therefor; (d) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due, and to become due thereunder, directly to the Secured Party or as the Secured Party shall direct, and to receive payment of and receipt for any and all moneys, claims and other amounts due, and to become due at any time, in respect of or arising out of any Collateral; (e) upon the occurrence and during the continuation of an Event of Default, to sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtorsthe Grantor, assignments, verifications and notices in connection with accounts and other Documents constituting or relating to the Collateral; (f) upon the occurrence and during the continuation of an Event of Default, 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; (g) upon the occurrence and during the continuation of an Event of Default, to defend any suit, action or proceeding brought against a Debtor the Grantor with respect to any Collateral; (h) upon the occurrence and during the continuation of an Event of Default, to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Secured Party may deem appropriate; (i) to the extent that a Debtorthe Grantor’s authorization given in Section 4.1(b) of this Agreement is not sufficient to file such financing statements with respect to this Agreement, with or without such Debtor’s signature, or to file a photocopy of this Agreement in substitution for a financing statement, as the Secured Party may deem appropriate and to execute in such Debtor’s name such financing statements and amendments thereto and continuation statements which may require such DebtorGrantor’s signature; (j) upon the occurrence and during the continuation of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Secured Party were the absolute owners owner thereof for all purposes; (k) to prepare, sign, and file any document which may be required by the United States Patent and Trademark Office, the United States Copyright Office or similar registrar in order to effect an absolute assignment of all right, title and interest in all registered Intellectual Property and any application for all such registrations, and record the same; (l) to prepare, sign, and file for recordation in any intellectual property registry, appropriate evidence of the lien and security interest granted herein in the Intellectual Property in the name of the Grantor as debtor; and (km) to do, at the Secured Party’s option and at such Debtorthe Grantor’s expense, at any time, or from time to time, all acts and things which the Secured Party reasonably deems necessary to protect or preserve or, upon the occurrence and during the continuation of an Event of Default, or realize upon the Collateral and the Secured Party’s lien therein, in order to effect the intent of this Agreement, all as fully and effectively as such Debtor the Grantor might do. Each Debtor The Grantor hereby ratifies, to the extent permitted by law, all that such attorneys lawfully do or cause to be done by virtue hereof provided the same is performed in a commercially reasonable manner. The power of attorney granted hereunder is a power coupled with an interest and shall be irrevocable until the Obligations are indefeasibly paid in full in cash and this Agreement is terminated in accordance with Section 4.12 hereof. Each Debtor The Grantor also authorizes the Secured Party, at any time from and after the occurrence and during the continuation of any Event of Default, (x) to communicate in its own name with any party to any Contract constituting Collateral with regard to the assignment of the right, title and interest of such Debtor the Grantor in and under the Contracts Contract hereunder and other matters relating thereto and (y) to execute, in connection with any sale of Collateral provided for in Section 4.6 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.

Attorney-in-Fact. Each Debtor hereby irrevocably constitutes nominates and appoints the Secured Party, with full power of substitution, ---------------- Party as its true and lawful attorney-in-fact with full irrevocable power for the following purposes and authority in the place and stead of such Debtor and in the name of such Debtor or in its own name, from time to time in the discretion perform any of the following powers, which are coupled with an interest and are irrevocable until termination of this Agreement: (a) to do all acts and things and execute all documents which Secured Party, for Party may deem necessary or advisable to perfect and continue perfected the purpose of carrying out the terms of security interest created by this Agreement, to take preserve, process, develop, maintain and protect the collateral and the value thereof and Secured Party's interest therein, and to enable Secured Party to preserve, protect or exercise any or all of the rights, powers or remedies granted to Secured Party under this Agreement or to which Secured Party is otherwise entitled under applicable law; (b) to do any and all appropriate action and every act which Debtor is obligated to execute and deliver any and all documents and instruments which may be necessary or desirable to perfect or protect any security interest granted hereunder, to maintain the perfection or priority of any security interest granted hereunder, or to otherwise accomplish the purposes of do under this Agreement, and, without limiting the generality of the foregoing, hereby gives the Secured Party the power and right, on behalf of such Debtor, without notice to or assent by such Debtor ; (to the extent permitted by applicable law), to do the following: (ac) to take prepare, sign, file and record, for Debtor in Debtor's name, any financing statement covering the collateral; 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 of this Agreement; (bd) upon the occurrence and during the continuation of an Event of Default, to ask, demand, collect, receive and give acquittance and receipts for any and all moneys due and to become due under any Collateral and, in the name of such Debtor 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 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 Secured Party for the purpose of collecting any and all such moneys due under any 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 Secured Party for the purpose of collecting any and all such moneys due under any Collateral whenever payable; (c) to pay or discharge charges or liens levied or placed on or threatened against the Collateral, to effect any insurance called for by the terms of this Agreement and to pay all or any part of the premiums therefor; (d) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due, and to become due thereunder, directly to the Secured Party or as the Secured Party shall direct, and to receive payment of and receipt for any and all moneys, claims and other amounts due, and to become due at any time, in respect of or arising out of any Collateral; (e) upon the occurrence and during the continuation of an Event of Default, to sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts and other Documents constituting or relating to the Collateral; (f) upon the occurrence and during the continuation of an Event of Default, 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; (g) upon the occurrence and during the continuation of an Event of Default, to defend any suit, action or proceeding brought against a Debtor with respect to any Collateral; (h) upon the occurrence and during the continuation of an Event of Default, to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Secured Party may deem appropriate; (i) to the extent that a Debtor’s authorization given in Section 4.1(b) of this Agreement is not sufficient to file such financing statements with respect to this Agreement, with or without such Debtor’s signature, or to file a photocopy of this Agreement in substitution for a financing statement, as the Secured Party may deem appropriate and to execute in such Debtor’s name such financing statements and amendments thereto and continuation statements which may require such Debtor’s signature; (j) upon the occurrence and during the continuation of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Secured Party were the absolute owners thereof for all purposes; and (k) to do, at the Secured Party’s option and at such Debtor’s expense, at any time, or from time to time, all acts and things which the Secured Party reasonably deems necessary to protect or preserve or, upon the occurrence and during the continuation of an Event of Default, realize upon the Collateral and the Secured Party’s lien therein, in order to effect the intent of this Agreement, all as fully and effectively as such Debtor might do. Each Debtor hereby ratifies, to the extent permitted by law, all that such attorneys lawfully do or cause to be done by virtue hereof provided the same is performed in a commercially reasonable manner. The power of attorney granted hereunder is a power coupled with an interest and shall be irrevocable until the Obligations are indefeasibly paid in full in cash and this Agreement is terminated in accordance with Section 4.12 hereof. Each Debtor also authorizes the Secured Party, at any time from and after the occurrence and during the continuation continuance of any Event of Default, (x) to communicate in its own name with endorse and transfer the collateral upon foreclosure; provided, however, that -------- Secured Party shall be under no obligation whatsoever to take any party to any Contract with regard to the assignment of the rightforegoing actions, title and interest of such Debtor in and under the Contracts hereunder and other matters relating thereto and (y) to execute, in connection with Secured Party shall have no liability or responsibility for any sale of Collateral provided for in Section 4.6 hereof, any endorsements, assignments act or other instruments of conveyance or transfer omission taken with respect thereto. Debtor hereby agrees to repay immediately and without demand all reasonable costs and expenses incurred or expended by Secured Party in exercising any rights or taking any action under this Section, together with interest from the Collateraldate of expenditure at the Default Rate.

Attorney-in-Fact. Each Debtor hereby irrevocably constitutes and appoints the Secured Party, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Debtor and in the name of such Debtor or in its own name, from time to time in the discretion 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 and deliver any and all documents and instruments which may be necessary or desirable to perfect or protect any security interest granted hereunder, to maintain the perfection or priority of any security interest granted hereunder, or to otherwise accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, hereby gives the Secured Party the power and right, on behalf of such Debtor, without notice to or assent by such Debtor (to the extent permitted by applicable law), subject to the rights of holders of Permitted Liens and subject to the rights of GPB under the Senior Documents, to do the following: (a) 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 of this Agreement; (b) upon the occurrence and during the continuation of an Event of Default, to ask, demand, collect, receive and give acquittance and receipts for any and all moneys due and to become due under any Collateral and, in the name of such Debtor 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 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 Secured Party for the purpose of collecting any and all such moneys due under any 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 Secured Party for the purpose of collecting any and all such moneys due under any Collateral whenever payable; (c) to pay or discharge charges or liens levied or placed on or threatened against the Collateral, to effect any insurance called for by the terms of this Agreement and to pay all or any part of the premiums therefor; (d) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due, and to become due thereunder, directly to the Secured Party or as the Secured Party shall direct, and to receive payment of and receipt for any and all moneys, claims and other amounts due, and to become due at any time, in respect of or arising out of any Collateral; (e) upon the occurrence and during the continuation of an Event of Default, to sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts and other Documents constituting or relating to the Collateral; (f) upon the occurrence and during the continuation of an Event of Default, 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; (g) upon the occurrence and during the continuation of an Event of Default, to defend any suit, action or proceeding brought against a Debtor with respect to any Collateral; (h) upon the occurrence and during the continuation of an Event of Default, to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Secured Party may deem appropriate; (i) to the extent that a Debtor’s authorization given in Section 4.1(b) of this Agreement is not sufficient to file such financing statements with respect to this Agreement, with or without such Debtor’s signature, or to file a photocopy of this Agreement in substitution for a financing statement, as the Secured Party may deem appropriate and to execute in such Debtor’s name such financing statements and amendments thereto and continuation statements which may require such Debtor’s signature; (j) upon the occurrence and during the continuation of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Secured Party were the absolute owners thereof for all purposes; and (k) to do, at the Secured Party’s option and at such Debtor’s expense, at any time, or from time to time, all acts and things which the Secured Party reasonably deems necessary to protect or preserve or, upon the occurrence and during the continuation of an Event of Default, realize upon the Collateral and the Secured Party’s lien therein, in order to effect the intent of this Agreement, all as fully and effectively as such Debtor might do. Each Debtor hereby ratifies, to the extent permitted by law, all that such attorneys lawfully do or cause to be done by virtue hereof provided the same is performed in a commercially reasonable manner. The power of attorney granted hereunder is a power coupled with an interest and shall be irrevocable until the Obligations are indefeasibly paid in full in cash and this Agreement is terminated in accordance with Section 4.12 4.11 hereof. Each Debtor also authorizes the Secured Party, at any time from and after the occurrence and during the continuation of any Event of Default, (x) to communicate in its own name with any party to any Contract with regard to the assignment of the right, title and interest of such Debtor in and under the Contracts hereunder and other matters relating thereto and (y) to execute, in connection with any sale of Collateral provided for in Section 4.6 4.5 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.

Attorney-in-Fact. Each Debtor hereby irrevocably constitutes and appoints the Secured Party, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Debtor and in the name of such Debtor or in its own name, from time to time in the discretion 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 and deliver any and all documents and instruments which may be necessary or desirable to perfect or protect any security interest granted hereunder, to maintain the perfection or priority of any security interest granted hereunder, or to otherwise accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, hereby gives the Secured Party the power and right, on behalf of such Debtor, without notice to or assent by such Debtor (to the extent permitted by applicable law), to do the following: (a) 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 of this Agreement; (b) upon Upon the occurrence and during the continuation of an Event of Default, Borrower hereby irrevocably constitutes and appoints Security Agent, acting for and on behalf of itself and all Secured Parties and each successor or assign of Security Agent and the Secured Parties, its true and lawful attorney-in-fact with full power (in the name of Borrower or otherwise) to enforce all rights, interests and remedies of Borrower with respect to the Collateral, including the right: (i) to ask, require, demand, collectreceive, receive compound and give acquittance and receipts for any and all moneys and claims for money due and to become due under or arising out of the Assigned Agreements or any Collateral andof the other Collateral; (ii) to elect remedies thereunder and to endorse any checks, documents or other instruments or orders in connection therewith; (iii) to vote as provided herein, demand, receive and enforce Borrower’s rights with respect to the Collateral; (iv) to give appropriate receipts, releases and satisfactions for and on behalf of and in the name of Borrower or, at the option of Security Agent, in the name of such Debtor Security Agent, with the same force and effect as Borrower could do if this Agreement had not been made; (v) to file any claims or take any action or institute any proceedings in connection therewith which Security Agent may reasonably deem to be necessary or advisable; (vi) to pay, settle or compromise all bills and claims which may be or become liens or security interests against any or all of the Collateral, or any part thereof, unless a bond or other security satisfactory to Security Agent has been provided; (vii) upon foreclosure, to do any and every act which Borrower may do on its behalf with respect to the Collateral or any part thereof and to exercise any or all of Borrower’s rights and remedies under any or all of the Assigned Agreements; (viii) to preserve the validity, perfection and priority of the liens granted by this Agreement; (ix) to, in the name of the Borrower or its own name name, or otherwise, to take possession of of, receive and endorse indorse and collect any checkscheck, draftsAccount, notesChattel Paper, acceptances draft, note, acceptance or other Instruments Instrument for the payment of moneys due under any Collateral and to file any claim Account or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Secured Party for the purpose of collecting any and all such moneys due under any 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 Secured Party for the purpose of collecting any and all such moneys due under any Collateral whenever payableGeneral Intangible; (cx) to execute, in connection with any sale or disposition of the Collateral under Section 6, any endorsements, assignments, bills of sale or other instruments of conveyance or transfer with respect to all or any part of the Collateral; (xi) in the case of any Intellectual Property, to execute and deliver, and to have recorded, any agreement, instrument, document or paper as Security Agent may request to evidence Security Agent’s security interest in such Intellectual Property and the goodwill and General Intangibles of Borrower relating thereto or represented thereby; (xii) to pay or discharge charges or taxes and liens levied or placed on or threatened against the Collateral, to effect any repair or pay or discharge any insurance called for by the terms of this Agreement and to pay (including all or any part of the premiums therefortherefor and the costs thereof); (dxiii) to execute, in connection with any sale provided for in Section 6, any endorsement, assignment or other instrument of conveyance or transfer with respect to the Collateral; and (xiv) to (A) direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due, and due or to become due thereunder, thereunder directly to the Secured Party Security Agent or as the Secured Party Security Agent shall direct, (B) ask or demand for, collect, and to receive payment of and receipt for for, any and all moneys, claims and other amounts due, and due or to become due at any time, time in respect of or arising out of any Collateral; , (eC) upon the occurrence and during the continuation of an Event of Default, to sign and indorse any invoicesinvoice, freight or express bills▇▇▇▇, bills ▇▇▇▇ of lading, storage or warehouse receiptsreceipt, drafts draft against debtors, assignmentsassignment, verifications verification, notice and notices other document in connection with accounts and other Documents constituting or relating to the any Collateral; , (fD) upon the occurrence and during the continuation of an Event of Default, to commence and prosecute any suitssuit, actions action or proceedings proceeding at law or in equity in any court of competent jurisdiction to collect the any Collateral or any part thereof and to enforce any other right in respect of any Collateral; , (gE) upon the occurrence and during the continuation of an Event of Default, to defend any suit, action or proceeding brought against a Debtor Borrower with respect to any Collateral; , (hF) upon the occurrence and during the continuation of an Event of Default, to settle, compromise or adjust any such suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Secured Party Security Agent may deem appropriate; , (iG) assign any Intellectual Property, to the extent that a Debtor’s authorization given in Section 4.1(b) of this Agreement is not sufficient to file assignable, throughout the world for such financing statements with respect to this Agreementterm or terms, with or without on such Debtor’s signatureconditions, or to file a photocopy of this Agreement in substitution for a financing statement, as the Secured Party may deem appropriate and to execute in such Debtor’s name manner as Security Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such financing statements assignment; and amendments thereto and continuation statements which may require such Debtor’s signature; (jH) upon the occurrence and during the continuation of an Event of Defaultgenerally, generally to sell, transfer, pledge, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Secured Party Security Agent were the absolute owners owner thereof for all purposes; and (k) to , and do, at the Secured PartySecurity Agent’s option and at such DebtorBorrower’s expense, at any time, or from time to time, all acts and things which the Secured Party reasonably that Security Agent deems necessary to protect protect, preserve or preserve or, upon the occurrence and during the continuation of an Event of Default, realize upon the Collateral and Security Agent’s and the other Secured Party’s lien therein, in order Parties’ security interests therein and to effect the intent of this Agreement, all as fully and effectively as such Debtor Borrower might do; provided, however, that Security Agent shall not exercise any such right unless an Event of Default has occurred and is continuing. Each Debtor hereby ratifies, to the extent permitted by law, all that such attorneys lawfully do or cause to be done by virtue hereof provided the same is performed in a commercially reasonable manner. The This power of attorney granted hereunder is a power coupled with an interest and shall be irrevocable until the Obligations are indefeasibly paid in full in cash and this Agreement is terminated in accordance with Section 4.12 hereof. Each Debtor also authorizes the Secured Party, at any time from and after the occurrence and during the continuation of any Event of Default, (x) to communicate in its own name with any party to any Contract with regard to the assignment of the right, title and interest of such Debtor in and under the Contracts hereunder and other matters relating thereto and (y) to execute, in connection with any sale of Collateral provided for in Section 4.6 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateralirrevocable.

Attorney-in-Fact. Each Debtor hereby irrevocably constitutes and appoints the Secured PartyCollateral Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Debtor and in the name of such Debtor or in its own name, upon the occurrence and during the continuation of an Event of Default (except in connection with the perfection of the security interest granted to the Collateral Agent hereunder), from time to time in the discretion of the Secured PartyCollateral Agent, 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 desirable to perfect or protect any security interest granted hereunder, to maintain the perfection or priority of any security interest granted hereunder, or to otherwise accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, hereby gives the Secured Party Collateral Agent the power and right, on behalf of such Debtor, without notice to or assent by such Debtor (to the extent permitted by applicable law), to do the followingfollowing upon the occurrence and during the continuation of an Event of Default: (a) 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 of this Agreement; (b) upon the occurrence and during the continuation of an Event of Default, to ask, demand, collect, receive and give acquittance and receipts for any and all moneys due and to become due under any Collateral and, in the name of such Debtor 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 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 Secured Party Collateral Agent for the purpose of collecting any and all such moneys due under any 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 Secured Party Collateral Agent for the purpose of collecting any and all such moneys due under any Collateral whenever payable; (c) to pay or discharge charges or liens levied or placed on or threatened against the Collateral, to effect any insurance called for by the terms of this Agreement and to pay all or any part of the premiums therefor; (d) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due, and to become due thereunder, directly to the Secured Party Collateral Agent or as the Secured Party Collateral Agent shall direct, and to receive payment of and receipt for any and all moneys, claims and other amounts due, and to become due at any time, in respect of or arising out of any Collateral; (e) upon the occurrence and during the continuation of an Event of Default, to sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts and other Documents constituting or relating to the Collateral; (f) upon the occurrence and during the continuation of an Event of Default, 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; (g) upon the occurrence and during the continuation of an Event of Default, to defend any suit, action or proceeding brought against a Debtor with respect to any Collateral; (h) upon the occurrence and during the continuation of an Event of Default, to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Secured Party Collateral Agent may deem appropriate; (i) to the extent that a Debtor’s authorization given in Section 4.1(b) of this Agreement is not sufficient to file such financing statements with respect to this Agreement, with or without such Debtor’s signature, or to file a photocopy of this Agreement in substitution for a financing statement, as the Secured Party Collateral Agent may deem appropriate and to execute in such Debtor’s name such financing statements and amendments thereto and continuation statements which may require such Debtor’s signature; (j) upon the occurrence and during the continuation of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Secured Party Collateral Agent were the absolute owners thereof for all purposes; and (k) to do, at the Secured PartyCollateral Agent’s option and at such Debtor’s expense, at any time, or from time to time, all acts and things which the Secured Party Collateral Agent reasonably deems necessary to protect or preserve or, upon the occurrence and during the continuation of an Event of Default, or realize upon the Collateral and the Secured Party’s lien Parties’ Liens therein, in order to effect the intent of this Agreement, all as fully and effectively as such Debtor might do. Each Debtor hereby ratifies, to the extent permitted by law, all that such attorneys lawfully do or cause to be done by virtue hereof provided the same is performed in a commercially reasonable manner. The power of attorney granted hereunder is a power coupled with an interest and shall be irrevocable until the Obligations are indefeasibly paid in full in cash (other than Obligations which expressly survive by their terms and contingent indemnification Obligations) and this Agreement is terminated in accordance with Section 4.12 4.11 hereof. Each Debtor also authorizes the Secured PartyCollateral Agent, at any time from and after the occurrence and during the continuation of any Event of Default, (x) to communicate in its own name with any party to any Contract with regard to the assignment of the right, title and interest of such Debtor in and under the Contracts hereunder and other matters relating thereto and (y) to execute, in connection with any sale of Collateral provided for in Section 4.6 hereofhereunder, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.

Attorney-in-Fact. Each Debtor hereby irrevocably constitutes and appoints the Secured Party, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Debtor and in the name of such Debtor or in its own name, from time to time in the discretion 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 and deliver any and all documents and instruments which may be necessary or desirable to perfect or protect any security interest granted hereunder, hereunder or to maintain the perfection or priority of any security interest granted hereunder, or to otherwise accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, hereby gives the Secured Party Parties the power and right, on behalf of such Debtor, without notice to or assent by such Debtor (to the extent permitted by applicable law)Debtor, to do the followingfollowing upon the occurrence and during the continuation of any Event of Default: (a) 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 of this Agreement; (b) upon the occurrence and during the continuation of an Event of Default, to ask, demand, collect, receive and give acquittance and receipts for any and all moneys due and to become due under any Collateral and, in the name of such Debtor 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 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 Secured Party Parties for the purpose of collecting any and all such moneys due under any 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 Secured Party Parties for the purpose of collecting any and all such moneys due under any Collateral whenever payable; (c) to pay or discharge charges or liens levied or placed on or threatened against the Collateral, to effect any insurance called for by the terms of this Agreement and to pay all or any part of the premiums therefor; (d) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due, and to become due thereunder, directly to the Secured Party Parties or as the Secured Party Parties shall direct, and to receive payment of and receipt for any and all moneys, claims and other amounts due, and to become due at any time, in respect of or arising out of any Collateral; (e) upon the occurrence and during the continuation of an Event of Default, to sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts and other Documents constituting or relating to the Collateral; (f) upon the occurrence and during the continuation of an Event of Default, 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; (g) upon the occurrence and during the continuation of an Event of Default, to defend any suit, action or proceeding brought against a Debtor with respect to any Collateral; (h) upon the occurrence and during the continuation of an Event of Default, to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Secured Party may deem appropriate; (i) to the extent that a Debtor’s authorization given in Section 4.1(b) of this Agreement is not sufficient to file such financing statements with respect to this Agreement, with or without such Debtor’s signature, or to file a photocopy of this Agreement in substitution for a financing statement, as the Secured Party may deem appropriate and to execute in such Debtor’s name such financing statements and amendments thereto and continuation statements which may require such Debtor’s signature;; and (j) upon the occurrence and during the continuation of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Secured Party were the absolute owners owner thereof for all purposes; and (k) , and to do, at the Secured Party’s option and at such Debtor’s expense, at any time, or from time to time, all acts and things which the Secured Party reasonably deems necessary to protect protect, preserve or preserve or, upon the occurrence and during the continuation of an Event of Default, realize upon the Collateral and the Secured Party’s lien therein, in order to effect the intent of this Agreement, all as fully and effectively as such Debtor might do. Each Debtor hereby ratifies, to the extent permitted by law, all that such attorneys lawfully do or cause to be done by virtue hereof provided the same is performed in a commercially reasonable mannerhereof. The power of attorney granted hereunder is a power coupled with an interest and shall be irrevocable until the Obligations are indefeasibly paid in full in cash and this Agreement is terminated in accordance with Section 4.12 hereof. Each Debtor also authorizes the Secured Party, at any time from and after the occurrence and during the continuation of any Event of Default, (x) to communicate in its own name with any party to any Contract with regard to the assignment of the right, title and interest of such Debtor in and under the Contracts hereunder and other matters relating thereto and (y) to execute, in connection with any sale of Collateral provided for in Section 4.6 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.

Attorney-in-Fact. Each Debtor In an Event of Default and after all cure periods are exhausted and upon thirty (30) days’ written notice from RBL, Co-Borrowers hereby irrevocably constitutes constitute and appoints the Secured Partyappoint RBL and any officer or agent thereof, with full power of substitution, as its Co-Borrowers’ true and lawful attorney-in-fact with full irrevocable power and authority in the its place and stead of such Debtor and in the its name of such Debtor or in its RBL's own name, from time to time in the discretion of the Secured PartyRBL'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 that may be necessary or desirable to perfect or protect any security interest granted hereunder, to maintain the perfection or priority of any security interest granted hereunder, or to otherwise accomplish the purposes of this Agreement, Agreement and, without limiting the generality of the foregoing, hereby gives the Secured Party grants to RBL the power and right, on behalf of such DebtorCo-Borrowers, without notice to or assent by such Debtor (to the extent permitted by applicable law), to do the following: assent: (a) to take any execute, file and record all appropriate action such financing statements, certificates of title and to execute other certificates of registration and deliver any operation and all similar documents and instruments which as RBL may be reasonably deem necessary or desirable to accomplish protect, perfect and validate RBL's security interest in the purposes of this Agreement; Collateral; and (b) upon the occurrence and during the continuation continuance of an Event of Default, Default (i) to ask, demandreceive, collect, receive take, endorse, sign, and give acquittance and receipts for deliver in Co-Borrowers’ or RBL's name, any and all moneys due and to become due under any Collateral andchecks, in the name of such Debtor or its own name or otherwise, to take possession of and endorse and collect any checksnotes, drafts, notes, acceptances or other Instruments for documents or instruments relating to the payment of moneys due under any 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 Secured Party for the purpose of collecting any and all such moneys due under any 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 Secured Party for the purpose of collecting any and all such moneys due under any Collateral whenever payable; (cii) to pay or discharge charges or liens levied or placed on or threatened against notify postal authorities to change the Collateraladdress for delivery of Co-Borrowers’ mail to an address designated by RBL, to effect any insurance called for by the terms of this Agreement and to pay all or any part of the premiums therefor; (diii) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due, and to become due thereunder, directly open such mail delivered to the Secured Party or as the Secured Party shall directdesignated address, and to receive payment of and receipt for any and all moneys, claims and other amounts due, and to become due at any time, in respect of or arising out of any Collateral; (eiv) upon the occurrence and during the continuation of an Event of Default, to sign and indorse endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts and other Documents constituting or documents relating to the Collateral; ; (fv) upon the occurrence and during the continuation of an Event of Default, 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; ; (gvi) upon the occurrence and during the continuation of an Event of Default, to defend any suit, action or proceeding brought against a Debtor with respect to any Collateral; ; (hvii) upon the occurrence and during the continuation of an Event of Defaultto negotiate, to settle, compromise or adjust any account, suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Secured Party RBL may deem appropriate; ; and (iviii) to the extent that a Debtor’s authorization given in Section 4.1(b) of this Agreement is not sufficient to file such financing statements with respect to this Agreementgenerally, with or without such Debtor’s signature, or to file a photocopy of this Agreement in substitution for a financing statement, as the Secured Party may deem appropriate and to execute in such Debtor’s name such financing statements and amendments thereto and continuation statements which may require such Debtor’s signature; (j) upon the occurrence and during the continuation of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Secured Party RBL were the absolute owners owner thereof for all purposes; and (k) , and to do, at the Secured Party’s option and at such Debtor’s expenseRBL's option, at any time, time or from time to time, all acts and things which the Secured Party reasonably RBL deems necessary to protect protect, preserve or preserve or, upon the occurrence and during the continuation of an Event of Default, realize upon the Collateral and the Secured Party’s lien RBL's security interest therein, in order to effect the intent of this Agreement, all as fully and effectively as such Debtor might do. Each Debtor hereby ratifies, to the extent permitted by law, all that such attorneys lawfully do or cause to be done by virtue hereof provided the same is performed in a commercially reasonable manner. The power of attorney granted hereunder is a power coupled with an interest and shall be irrevocable until the Obligations are indefeasibly paid in full in cash and this Agreement is terminated in accordance with Section 4.12 hereof. Each Debtor also authorizes the Secured Party, at any time from and after the occurrence and during the continuation of any Event of Default, (x) to communicate in its own name with any party to any Contract with regard to the assignment of the right, title and interest of such Debtor in and under the Contracts hereunder and other matters relating thereto and (y) to execute, in connection with any sale of Collateral provided for in Section 4.6 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.

Attorney-in-Fact. Each Debtor hereby irrevocably constitutes nominates ---------------- and appoints the Secured Party, with full power of substitution, Party as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Debtor and in the name of such Debtor or in its own name, from time to time in the discretion 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 and deliver any and all documents and instruments which may be necessary or desirable to perfect or protect any security interest granted hereunder, to maintain the perfection or priority of any security interest granted hereunder, or to otherwise accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, hereby gives the Secured Party the power and right, on behalf of such Debtor, without notice to or assent by such Debtor (to the extent permitted by applicable law), to do the following: following purposes: (a) to take any do all acts and all appropriate action and to execute and deliver any and all documents and instruments things which Secured Party may be deem necessary or desirable advisable to accomplish perfect, and continue perfected, the purposes security interests created by this Agreement and, upon the occurrence and during the continuance of this Agreement; an Event of Default, to preserve, process, develop, maintain and protect the Collateral; (b) upon the occurrence and during the continuation continuance of an Event of Default, to ask, demand, collect, receive and give acquittance and receipts for do any and all moneys due every act which Debtor is obligated to do under this Agreement, at the expense of the Debtor, and without any obligation to become due under any Collateral anddo so; (c) to prepare, sign, file and/or record, for Debtor, in the name of such Debtor the Debtor, any financing statement, application for registration, or its own name or otherwiselike paper, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other Instruments for the payment of moneys due under any 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 Secured Party for necessary or desirable in order to perfect or maintain perfected the purpose of collecting any security interests granted hereby; and all such moneys due under any 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 Secured Party for the purpose of collecting any and all such moneys due under any Collateral whenever payable; (c) to pay or discharge charges or liens levied or placed on or threatened against the Collateral, to effect any insurance called for by the terms of this Agreement and to pay all or any part of the premiums therefor; (d) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due, and to become due thereunder, directly to the Secured Party or as the Secured Party shall direct, and to receive payment of and receipt for any and all moneys, claims and other amounts due, and to become due at any time, in respect of or arising out of any Collateral; (e) upon the occurrence and during the continuation continuance of an Event of Default, to sign execute any and indorse all papers and instruments and do all other things necessary or desirable to preserve and protect the Collateral and to protect Secured Party's security interests therein; provided, however, that Secured Party shall be under no obligation whatsoever to take any invoicesof the foregoing actions, freight and, absent bad faith or express billsactual malice, bills Secured Party shall have no liability or responsibility for any act taken or omission with respect thereto. Debtor hereby consents and agrees that, where applicable, the issuers of, the obligors on, or the parties to any of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts and other Documents constituting or relating to the Collateral; (f) upon , shall be entitled to accept the occurrence and during provisions of this Agreement as conclusive evidence of the continuation right of an Event of Default, Secured Party to commence and prosecute effect any suits, actions transfer or proceedings at law exercise any right hereunder 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; (g) upon the occurrence and during the continuation of an Event of Default, to defend any suit, action or proceeding brought against a Debtor with respect to any such Collateral; (h) upon the occurrence and during the continuation of an Event of Default, to settle, compromise notwithstanding any other notice or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Secured Party may deem appropriate; (i) direction to the extent that a Debtor’s authorization contrary heretofore or hereafter given in Section 4.1(b) of this Agreement is not sufficient by Debtor or any other Person to file such financing statements with respect to this Agreementissuers, with obligors or without such Debtor’s signature, or to file a photocopy of this Agreement in substitution for a financing statement, as the Secured Party may deem appropriate and to execute in such Debtor’s name such financing statements and amendments thereto and continuation statements which may require such Debtor’s signature; (j) upon the occurrence and during the continuation of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Secured Party were the absolute owners thereof for all purposes; and (k) to do, at the Secured Party’s option and at such Debtor’s expense, at any time, or from time to time, all acts and things which the Secured Party reasonably deems necessary to protect or preserve or, upon the occurrence and during the continuation of an Event of Default, realize upon the Collateral and the Secured Party’s lien therein, in order to effect the intent of this Agreement, all as fully and effectively as such Debtor might do. Each Debtor hereby ratifies, to the extent permitted by law, all that such attorneys lawfully do or cause to be done by virtue hereof provided the same is performed in a commercially reasonable manner. The power of attorney granted hereunder is a power coupled with an interest and shall be irrevocable until the Obligations are indefeasibly paid in full in cash and this Agreement is terminated in accordance with Section 4.12 hereof. Each Debtor also authorizes the Secured Party, at any time from and after the occurrence and during the continuation of any Event of Default, (x) to communicate in its own name with any party to any Contract with regard to the assignment of the right, title and interest of such Debtor in and under the Contracts hereunder and other matters relating thereto and (y) to execute, in connection with any sale of Collateral provided for in Section 4.6 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateralparties.

Attorney-in-Fact. Each Debtor Grantor hereby irrevocably constitutes and appoints the Secured PartyCollateral Agent until the Termination Date, with full power of substitution, as its true and lawful attorney-in-attorney in fact with full irrevocable power and authority in the place and stead of such Debtor Grantor and in the name of such Debtor Grantor or in its own name, from time to time in the discretion of the Secured PartyCollateral Agent, 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 desirable to perfect or protect any security interest granted hereunder, to maintain the perfection or priority of any security interest granted hereunder, or to otherwise accomplish the purposes of this Agreement, Agreement and, without limiting the generality of the foregoing, hereby gives the Secured Party Collateral Agent the power and right, on behalf of such DebtorGrantor, without notice to or assent by such Debtor (to the extent permitted by applicable law)Grantor, to do the following: (a) 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 of this Agreement; (b) following upon the occurrence and during the continuation of an any Event of Default, : (a) to ask, demand, collect, receive and give acquittance and receipts for any and all moneys due and to become due under any Collateral and, in the name of such Debtor Grantor or its own name or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other Instruments Instruments, unless constituting Excluded Assets, for the payment of moneys due under any 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 Secured Party Collateral Agent for the purpose of collecting any and all such moneys due under any 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 Secured Party Collateral Agent for the purpose of collecting any and all such moneys due under any Collateral whenever payable; (cb) to pay or discharge charges or liens Liens levied or placed on or threatened against the CollateralCollateral (other than Permitted Liens), to effect any insurance called for by the terms of this Agreement and to pay all or any part of the premiums therefor; (dc) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due, and to become due thereunder, directly to the Secured Party Collateral Agent or as the Secured Party Collateral Agent shall direct, and to receive payment of and receipt for any and all moneys, claims and other amounts due, and to become due at any time, in respect of or arising out of any Collateral; (ed) upon the occurrence and during the continuation of an Event of Default, to sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts and other Documents constituting or relating to the Collateral; (fe) upon the occurrence and during the continuation of an Event of Default, 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, unless being diligently pursued by the applicable Grantor; (gf) upon the occurrence and during the continuation of an Event of Default, to defend any suit, action or proceeding brought against a Debtor such Grantor with respect to any Collateral, unless being diligently defended by such Grantor; (hg) upon after giving notice to the occurrence and during the continuation of an Event of Defaultapplicable Grantor, to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Secured Party Collateral Agent may deem appropriate; (ih) to the extent that a Debtorsuch Grantor’s authorization given in Section 4.1(b) of this Agreement is not sufficient sufficient, to file such financing statements with respect to this Agreement, with or without such DebtorGrantor’s signature, or to file a photocopy of this Agreement in substitution for a financing statement, as the Secured Party Collateral Agent may deem appropriate appropriate, and to execute in such DebtorGrantor’s name such financing statements and amendments thereto and continuation statements which may require the such DebtorGrantor’s signature;; and (ji) upon the occurrence and during the continuation of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Secured Party Collateral Agent were the absolute owners owner thereof for all purposes; and (k) , and to do, at the Secured PartyCollateral Agent’s option and at such DebtorGrantor’s expense, at any time, or from time to time, all acts and things which the Secured Party Collateral Agent reasonably deems necessary to protect protect, preserve or preserve or, upon the occurrence and during the continuation of an Event of Default, realize upon the Collateral and the Secured PartyCollateral Agent’s lien Lien therein, in order to effect the intent of this Agreement, all as fully and effectively as such Debtor Grantor might do. Each Debtor Grantor hereby ratifies, to the extent permitted by law, all that such attorneys lawfully do or cause to be done by virtue hereof provided the same is performed in a commercially reasonable mannerhereof. The power of attorney granted hereunder is a power coupled with an interest and shall be irrevocable until the Obligations are indefeasibly paid in full in cash and this Agreement is terminated in accordance with Section 4.12 hereofTermination Date. Each Debtor Grantor also authorizes the Secured PartyCollateral Agent, at any time from and after the occurrence and during the continuation of any Event of Default, (x) to communicate in its own name with any party to any Contract constituting Collateral with regard to the assignment of the right, title and interest of such Debtor Grantor in and under the Contracts constituting Collateral hereunder and other matters relating thereto and (y) to execute, in connection with any sale of Collateral provided for in Section 4.6 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.

Attorney-in-Fact. Each Debtor (a) Borrower hereby irrevocably constitutes and appoints the Secured Party, with full power of substitution, Lender as its true and lawful attorney-in-fact fact, coupled with an interest, with full irrevocable power and authority in the place and stead of such Debtor Borrower, and in the name of such Debtor Borrower or in its own nameotherwise, from time to time in the discretion 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 and deliver any and all documents and instruments which may be necessary or desirable to perfect or protect any security interest granted hereunder, to maintain the perfection or priority of any security interest granted hereunder, or to otherwise accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, hereby gives the Secured Party the power and right, on behalf of such Debtor, without notice to or assent by such Debtor (to the extent permitted by applicable law), to do the following: (a) 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 of this Agreement; (b) upon after the occurrence of and during the continuation of an Event of DefaultDefault in the discretion of Lender to take any action and to execute any instrument which Lender may deem necessary or advisable to accomplish the purpose of this Agreement or any other Loan Document, including, without limitation, the following: (i) to ask, demand, collect, ▇▇▇ for, recover, compromise, receive and give acquittance and receipts for any and all moneys monies due and to become due under any Collateral and, or in the name of such Debtor 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 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 Secured Party for the purpose of collecting any and all such moneys due under any 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 Secured Party for the purpose of collecting any and all such moneys due under any Collateral whenever payable; (c) to pay or discharge charges or liens levied or placed on or threatened against the Collateral, to effect any insurance called for by the terms of this Agreement and to pay all or any part respect of the premiums therefor; (d) to direct any party liable for any payment under Deposit Account and/or any of the Collateral Deposit Account Collateral; (ii) to make receive, endorse, and collect (A) any Revenues, (B) any instruments made payable to Borrower representing any dividend, payment of any and all moneys dueprincipal, and to become due thereunderinterest, directly to the Secured Party redemption price, purchase price or as the Secured Party shall direct, and to receive other distribution or payment of and receipt for any and all moneys, claims and other amounts due, and to become due at any time, in respect of or arising out of any Collateral; (e) upon the occurrence and during the continuation of an Event of Default, to sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts and other Documents constituting or relating to the Collateral; (f) upon the occurrence and during the continuation of an Event of Default, 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 Deposit Account Collateral; , or (gC) upon the occurrence any other instruments, documents and during the continuation of an Event of Defaultchattel paper received in connection with this Agreement or any other Loan Document; (iii) to file any claims, to defend or take any suit, action or proceeding brought against a Debtor with respect institute any proceedings which Lender shall deem necessary or desirable for the collection of any Revenues in the event that Borrower shall fail to any Collateral; (h) upon do so, or otherwise to enforce the occurrence and during the continuation rights of an Event of Default, to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Secured Party may deem appropriate; (i) to the extent that a Debtor’s authorization given in Section 4.1(b) of this Agreement is not sufficient to file such financing statements Lender with respect to this Agreement; (iv) to execute and/or file, with or without such Debtor’s signaturethe signature of Borrower, any Uniform Commercial Code financing statements, continuation statements, or other filing, and any amendment thereof, relating to file a photocopy of this Agreement in substitution for a financing statement, as the Secured Party may deem appropriate and Deposit Account Collateral; (v) to execute in such Debtor’s name such financing statements and amendments thereto and continuation statements give notice to any third parties which may require such Debtorbe required to perfect Lender’s signature; security interest in the Deposit Account Collateral; (jvi) upon the occurrence and during the continuation of an Event of Defaultto register, generally to purchase, sell, assign, transfer, pledge, make pledge or take any agreement other action with respect to or otherwise deal with any of the Deposit Account Collateral as fully and completely as though the Secured Party were the absolute owners thereof for all purposes; and (k) to do, at the Secured Party’s option and at such Debtor’s expense, at any time, or from time to time, all acts and things which the Secured Party reasonably deems necessary to protect or preserve or, upon the occurrence and during the continuation of an Event of Default, realize upon the Collateral and the Secured Party’s lien therein, in order to effect the intent of this Agreement, all as fully and effectively as such Debtor might do. Each Debtor hereby ratifies, to the extent permitted by law, all that such attorneys lawfully do or cause to be done by virtue hereof provided the same is performed in a commercially reasonable manner. The power of attorney granted hereunder is a power coupled with an interest and shall be irrevocable until the Obligations are indefeasibly paid in full in cash and this Agreement is terminated in accordance with Section 4.12 hereof. Each Debtor also authorizes the Secured Party, at any time from and after the occurrence and during the continuation of any Event of Default, (x) to communicate in its own name with any party to any Contract with regard to the assignment of the right, title and interest of such Debtor in and under the Contracts hereunder and other matters relating thereto and (y) to execute, in connection with any sale of Collateral provided for in Section 4.6 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.this Agreement; and

Attorney-in-Fact. Each Debtor hereby irrevocably constitutes and appoints the Secured Party, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Debtor and in the name of such Debtor or in its own name, from time to time in the discretion 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 and deliver any and all documents and instruments which may be necessary or desirable to perfect or protect any security interest granted hereunder, hereunder or to maintain the perfection or priority of any security interest granted hereunder, or to otherwise accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, hereby gives the Secured Party the power and right, on behalf of such Debtor, without notice to or assent by such Debtor (to the extent permitted by applicable law)Debtor, to do the followingfollowing upon the occurrence and during the continuation of any Event of Default: (a) 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 of this Agreement; (b) upon the occurrence and during the continuation of an Event of Default, to ask, demand, collect, receive and give acquittance and receipts for any and all moneys due and to become due under any Collateral and, in the name of such Debtor 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 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 Secured Party for the purpose of collecting any and all such moneys due under any 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 Secured Party for the purpose of collecting any and all such moneys due under any Collateral whenever payable; (c) to pay or discharge charges or liens levied or placed on or threatened against the Collateral, to effect any insurance called for by the terms of this Agreement and to pay all or any part of the premiums therefor; (d) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due, and to become due thereunder, directly to the Secured Party or as the Secured Party shall direct, and to receive payment of and receipt for any and all moneys, claims and other amounts due, and to become due at any time, in respect of or arising out of any Collateral; (e) upon the occurrence and during the continuation of an Event of Default, to sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts and other Documents constituting or relating to the Collateral; (f) upon the occurrence and during the continuation of an Event of Default, 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; (g) upon the occurrence and during the continuation of an Event of Default, to defend any suit, action or proceeding brought against a Debtor with respect to any Collateral; (h) upon the occurrence and during the continuation of an Event of Default, to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Secured Party may deem appropriate; (i) to the extent that a Debtor’s authorization given in Section 4.1(b) of this Agreement is not sufficient to file such financing statements with respect to this Agreement, with or without such Debtor’s signature, or to file a photocopy of this Agreement in substitution for a financing statement, as the Secured Party may deem appropriate and to execute in such Debtor’s name such financing statements and amendments thereto and continuation statements which may require such Debtor’s signature;; and (j) upon the occurrence and during the continuation of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Secured Party were the absolute owners thereof for all purposes; and (k) , and to do, at the Secured Party’s option and at such Debtor’s expense, at any timeoption, or from time to time, all acts and things which the Secured Party reasonably deems necessary to protect protect, preserve or preserve or, upon the occurrence and during the continuation of an Event of Default, realize upon the Collateral and the Secured Party’s lien therein, in order to effect the intent of this Agreement, all as fully and effectively as such Debtor might do. Each Debtor hereby ratifies, to the extent permitted by law, all that such attorneys lawfully do or cause to be done by virtue hereof provided the same is performed in a commercially reasonable mannerhereof. The power of attorney granted hereunder is a power coupled with an interest and shall be irrevocable until the Obligations are indefeasibly paid in full in cash and this Agreement is terminated in accordance with Section 4.12 hereof. Each Debtor also authorizes the Secured Party, at any time from and after the occurrence and during the continuation of any Event of Default, (x) to communicate in its own name with any party to any Contract with regard to the assignment of the right, title and interest of such Debtor in and under the Contracts hereunder and other matters relating thereto and (y) to execute, in connection with any sale of Collateral provided for in Section 4.6 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.

Attorney-in-Fact. Each Debtor Grantor hereby irrevocably constitutes and appoints the Secured PartyCollateral Agent, with full power of substitution, as its true and lawful attorney-in-attorney in fact with full irrevocable power and authority in the place and stead of such Debtor Grantor and in the name of such Debtor Grantor or in its own name, from time to time in the discretion of the Secured PartyCollateral Agent, 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 desirable to perfect or protect any security interest granted hereunder, to maintain the perfection or priority of any security interest granted hereunder, or to otherwise accomplish the purposes of this Agreement, Agreement and, without limiting the generality of the foregoing, hereby gives the Secured Party Collateral Agent the power and right, on behalf of such DebtorGrantor, without notice to or assent by such Debtor (to the extent permitted by applicable law)Grantor, to do the following: (a) 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 of this Agreement; (b) following upon the occurrence and during the continuation of an any Event of Default, : (a) to ask, demand, collect, receive and give acquittance and receipts for any and all moneys due and to become due under any Collateral and, in the name of such Debtor Grantor 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 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 Secured Party Collateral Agent for the purpose of collecting any and all such moneys due under any 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 Secured Party Collateral Agent for the purpose of collecting any and all such moneys due under any Collateral whenever payable; (cb) to pay or discharge charges or liens Liens levied or placed on or threatened against the CollateralCollateral (other than the Liens expressly permitted pursuant to the Credit Agreement), to effect any insurance called for by the terms of this Agreement and to pay all or any part of the premiums therefor; (dc) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due, and to become due thereunder, directly to the Secured Party Collateral Agent or as the Secured Party Collateral Agent shall direct, and to receive payment of and receipt for any and all moneys, claims and other amounts due, and to become due at any time, in respect of or arising out of any Collateral; (ed) upon the occurrence and during the continuation of an Event of Default, to sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts and other Documents constituting or relating to the Collateral; (fe) upon the occurrence and during the continuation of an Event of Default, 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; (gf) upon the occurrence and during the continuation of an Event of Default, to defend any suit, action or proceeding brought against a Debtor such Grantor with respect to any Collateral; (hg) upon the occurrence and during the continuation of an Event of Default, to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Secured Party Collateral Agent may deem appropriate; (ih) to the extent that a Debtorsuch Grantor’s authorization given in Section 4.1(b) of this Agreement is not sufficient sufficient, to file such financing statements with respect to this Agreement, with or without such DebtorGrantor’s signature, or to file a photocopy of this Agreement in substitution for a financing statement, as the Secured Party Collateral Agent may deem appropriate appropriate, and to execute in such DebtorGrantor’s name such financing statements and amendments thereto and continuation statements which may require the such DebtorGrantor’s signature;; and (ji) upon the occurrence and during the continuation of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Secured Party Collateral Agent were the absolute owners owner thereof for all purposes; and (k) , and to do, at the Secured PartyCollateral Agent’s option and at such DebtorGrantor’s expense, at any time, or from time to time, all acts and things which the Secured Party Collateral Agent reasonably deems necessary to protect protect, preserve or preserve or, upon the occurrence and during the continuation of an Event of Default, realize upon the Collateral and the Secured PartyCollateral Agent’s lien Lien therein, in order to effect the intent of this Agreement, all as fully and effectively as such Debtor Grantor might do. Each Debtor Grantor hereby ratifies, to the extent permitted by law, all that such attorneys lawfully do or cause to be done by virtue hereof provided the same is performed and in a commercially reasonable manneraccordance herewith. The power of attorney granted hereunder is a power coupled with an interest and shall be irrevocable until the Obligations are indefeasibly paid in full in cash and this Agreement is terminated in accordance with pursuant to Section 4.12 4.10 hereof, but is only effective and exercisable as set forth herein. Each Debtor Grantor also authorizes the Secured PartyCollateral Agent, at any time from and after the occurrence and during the continuation of any Event of Default, (x) to communicate in its own name with any party to any Contract with regard to the assignment of the right, title and interest of such Debtor Grantor in and under the Contracts hereunder and other matters relating thereto and (y) to execute, in connection with any sale of Collateral provided for in Section 4.6 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.

Attorney-in-Fact. Each Debtor Until the Termination Date, each Grantor hereby irrevocably constitutes and appoints (i) prior to the Secured PartyFirst Priority Obligations Payment Date, the First Priority Collateral Agent or (ii) on and after the First Priority Obligations Payment Date or the Second Priority Enforcement Date, the Second Priority Collateral Agent, with full power of substitution, as its true and lawful attorney-in-attorney in fact with full irrevocable power and authority in the place and stead of such Debtor Grantor and in the name of such Debtor Grantor or in its own name, from time to time in the discretion of the Secured PartyCollateral Agent, 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 desirable to perfect or protect any security interest granted hereunder, to maintain the perfection or priority of any security interest granted hereunder, or to otherwise accomplish the purposes of this Agreement, Agreement and, without limiting the generality of the foregoing, hereby gives (i) prior to the Secured Party First Priority Obligations Payment Date, the First Priority Collateral Agent or (ii) on and after the First Priority Obligations Payment Date or the Second Priority Enforcement Date, the Second Priority Collateral Agent, the power and right, on behalf of such DebtorGrantor, without notice to or assent by such Debtor (to the extent permitted by applicable law)Grantor, to do the following: (a) 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 of this Agreement; (b) following upon the occurrence and during the continuation of an any Event of Default, : (a) to ask, demand, collect, receive and give acquittance and receipts for any and all moneys due and to become due under any Collateral and, in the name of such Debtor Grantor or its own name or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other Instruments Instruments, unless constituting Excluded Assets, for the payment of moneys due under any 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 Secured Party Second Priority Collateral Agent for the purpose of collecting any and all such moneys due under any 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 Secured Party Second Priority Collateral Agent for the purpose of collecting any and all such moneys due under any Collateral whenever payable; (cb) to pay or discharge charges or liens Liens levied or placed on or threatened against the CollateralCollateral (other than Permitted Liens), to effect any insurance called for by the terms of this Agreement and to pay all or any part of the premiums therefor; (dc) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due, and to become due thereunder, directly to the Secured Party Second Priority Collateral Agent or as the Secured Party Second Priority Collateral Agent shall direct, and to receive payment of and receipt for any and all moneys, claims and other amounts due, and to become due at any time, in respect of or arising out of any Collateral; (ed) upon the occurrence and during the continuation of an Event of Default, to sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts and other Documents constituting or relating to the Collateral; (fe) upon the occurrence and during the continuation of an Event of Default, 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, unless being diligently pursued by the applicable Grantor; (gf) upon the occurrence and during the continuation of an Event of Default, to defend any suit, action or proceeding brought against a Debtor such Grantor with respect to any Collateral, unless being diligently defended by such Grantor; (hg) upon after giving notice to the occurrence and during the continuation of an Event of Defaultapplicable Grantor, to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Secured Party Second Priority Collateral Agent may deem appropriate; (ih) to the extent that a Debtorsuch Grantor’s authorization given in Section 4.1(b) of this Agreement is not sufficient sufficient, to file such financing statements with respect to this Agreement, with or without such DebtorGrantor’s signature, or to file a photocopy of this Agreement in substitution for a financing statement, as the Secured Party Second Priority Collateral Agent may deem appropriate appropriate, and to execute in such DebtorGrantor’s name such financing statements and amendments thereto and continuation statements which may require the such DebtorGrantor’s signature;; and (ji) upon the occurrence and during the continuation of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Secured Party Collateral Agent were the absolute owners owner thereof for all purposes; and (k) , and to do, at the Secured PartyCollateral Agent’s option and at such DebtorGrantor’s expense, at any time, or from time to time, all acts and things which the Secured Party Second Priority Collateral Agent reasonably deems necessary to protect protect, preserve or preserve or, upon the occurrence and during the continuation of an Event of Default, realize upon the Collateral and the Secured PartySecond Priority Collateral Agent’s lien Lien therein, in order to effect the intent of this Agreement, all as fully and effectively as such Debtor Grantor might do. Each Debtor Grantor hereby ratifies, to the extent permitted by law, all that such attorneys lawfully do or cause to be done by virtue hereof provided the same is performed in a commercially reasonable mannerhereof. The power of attorney granted hereunder is a power coupled with an interest and shall be irrevocable until the Obligations are indefeasibly paid in full in cash and this Agreement is terminated in accordance with Section 4.12 hereofTermination Date. Each Debtor Grantor also authorizes the Secured PartySecond Priority Collateral Agent, at any time from and after the occurrence and during the continuation of any Event of Default, (x) to communicate in its own name with any party to any Contract constituting Collateral with regard to the assignment of the right, title and interest of such Debtor Grantor in and under the Contracts constituting Collateral hereunder and other matters relating thereto and (y) to execute, in connection with any sale of Collateral provided for in Section 4.6 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.

Attorney-in-Fact. Each Debtor hereby irrevocably constitutes and appoints the Secured Party, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Debtor and in the name of such Debtor or in its own name, from time to time in the discretion 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 and deliver any and all documents and instruments which may be necessary or desirable to perfect or protect any security interest granted hereunder, hereunder or to maintain the perfection or priority of any security interest granted hereunder, or to otherwise accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, hereby gives the Secured Party the power and right, on behalf of such Debtor, without notice to or assent by such Debtor (to the extent permitted by applicable law), to do the followingfollowing upon the occurrence and during the continuation of any Event of Default: (a) 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 of this Agreement; (b) upon the occurrence and during the continuation of an Event of Default, to ask, demand, collect, receive and give acquittance and receipts for any and all moneys due and to become due under any Collateral and, in the name of such Debtor 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 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 Secured Party for the purpose of collecting any and all such moneys due under any 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 Secured Party for the purpose of collecting any and all such moneys due under any Collateral whenever payable; (c) to pay or discharge charges or liens levied or placed on or threatened against the Collateral, to effect any insurance called for by the terms of this Agreement and to pay all or any part of the premiums therefor; (d) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due, and to become due thereunder, directly to the Secured Party or as the Secured Party shall direct, and to receive payment of and receipt for any and all moneys, claims and other amounts due, and to become due at any time, in respect of or arising out of any Collateral; (e) upon the occurrence and during the continuation of an Event of Default, to sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts and other Documents constituting or relating to the Collateral; (f) upon the occurrence and during the continuation of an Event of Default, 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; (g) upon the occurrence and during the continuation of an Event of Default, to defend any suit, action or proceeding brought against a Debtor with respect to any Collateral; (h) upon the occurrence and during the continuation of an Event of Default, to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Secured Party may deem appropriate; (i) to the extent that a Debtor’s authorization given in Section 4.1(b) of this Agreement is not sufficient to file such financing statements with respect to this Agreement, with or without such Debtor’s signature, or to file a photocopy of this Agreement in substitution for a financing statement, as the Secured Party may deem appropriate and to execute in such Debtor’s name such financing statements and amendments thereto and continuation statements which may require such Debtor’s signature;; and (j) upon the occurrence and during the continuation of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Secured Party were the absolute owners thereof for all purposes; and (k) , and to do, at the Secured Party’s option and at such Debtor’s expense, at any time, or from time to time, all acts and things which the Secured Party reasonably deems necessary to protect protect, preserve or preserve or, upon the occurrence and during the continuation of an Event of Default, realize upon the Collateral and the Secured Party’s lien therein, in order to effect the intent of this Agreement, all as fully and effectively as such Debtor might do. Each Debtor hereby ratifies, to the extent permitted by law, all that such attorneys lawfully do or cause to be done by virtue hereof provided the same is performed in a commercially reasonable mannerhereof. The power of attorney granted hereunder is a power coupled with an interest and shall be irrevocable until the Obligations Liabilities are indefeasibly paid in full in cash and this Agreement is terminated in accordance with Section 4.12 hereof. Each Debtor also authorizes the Secured Party, at any time from and after the occurrence and during the continuation of any Event of Default, (x) to communicate in its own name with any party to any Contract with regard to the assignment of the right, title and interest of such Debtor in and under the Contracts hereunder and other matters relating thereto and (y) to execute, in connection with any sale of Collateral provided for in Section 4.6 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.

Attorney-in-Fact. Each Debtor hereby irrevocably constitutes and appoints the Secured Party, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Debtor and in the name of such Debtor or in its own name, from time to time time, after the occurrence and during the continuance of an Event of Default, in the discretion 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 and deliver any and all documents and instruments which may be necessary or desirable to perfect or protect any security interest granted hereunder, to maintain the perfection or priority of any security interest granted hereunder, or to otherwise accomplish the purposes of this Agreement, Agreement and, without limiting the generality of the foregoing, hereby gives the Secured Party the power and right, on behalf of such Debtor, without notice to or assent by such Debtor (to the extent permitted by applicable law)Debtor, to do the following: (a) 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 of this Agreement; (b) following upon the occurrence and during the continuation of an any Event of Default, : (a) to ask, demand, collect, receive and give acquittance and receipts for any and all moneys due and to become due under any Collateral and, in the name of such Debtor 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 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 Secured Party for the purpose of collecting any and all such moneys due under any 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 Secured Party for the purpose of collecting any and all such moneys due under any Collateral whenever payable; (cb) to pay or discharge charges or liens levied or placed on or threatened against the CollateralCollateral (other than the Permitted Liens), to effect any insurance called for by the terms of this Agreement and to pay all or any part of the premiums therefor; (dc) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due, and to become due thereunder, directly to the Secured Party or as the Secured Party shall direct, and to receive payment of and receipt for any and all moneys, claims and other amounts due, and to become due at any time, in respect of or arising out of any Collateral; (ed) upon the occurrence and during the continuation of an Event of Default, to sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts and other Documents constituting or relating to the Collateral; (fe) upon the occurrence and during the continuation of an Event of Default, 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; (gf) upon the occurrence and during the continuation of an Event of Default, to defend any suit, action or proceeding brought against a Debtor with respect to any Collateral; (hg) upon the occurrence and during the continuation of an Event of Default, to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Secured Party may deem appropriate; (ih) to the extent that a Debtor’s authorization given in Section 4.1(b) of this Agreement is not sufficient sufficient, to file such financing statements with respect to this Agreement, with or without such Debtor’s signature, or to file a photocopy of this Agreement in substitution for a financing statement, as the Secured Party may deem appropriate appropriate, and to execute in such Debtor’s name such financing statements and amendments thereto and continuation statements which may require such Debtor’s signature;; and (ji) upon the occurrence and during the continuation of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Secured Party were the absolute owners thereof for all purposes; and (k) , and to do, at the Secured Party’s option and at such Debtor’s expense, at any time, or from time to time, all acts and things which the Secured Party reasonably deems necessary to protect protect, preserve or preserve or, upon the occurrence and during the continuation of an Event of Default, realize upon the Collateral and the Secured Party’s lien Lien therein, in order to effect the intent of this Agreement, all as fully and effectively as such Debtor might do. Each Debtor hereby ratifies, to the extent permitted by law, all that such attorneys lawfully do or cause to be done by virtue hereof provided the same is performed in a commercially reasonable mannerhereof. The power of attorney granted hereunder is a power coupled with an interest and shall be irrevocable until the Obligations Liabilities are indefeasibly paid in full in cash and this the Credit Agreement is terminated in accordance with Section 4.12 hereofterminated. Each Debtor also authorizes the Secured Party, at any time from and after the occurrence and during the continuation of any Event of Default, (x) to communicate in its own name with any party to any Contract with regard to the assignment of the right, title and interest of such Debtor in and under the Contracts hereunder and other matters relating thereto and (y) to execute, in connection with any sale of Collateral provided for in Section 4.6 4.5 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.

Attorney-in-Fact. Each Debtor hereby irrevocably constitutes and appoints the Secured PartyCollateral Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Debtor and in the name of such Debtor or in its own name, from time to time in the discretion of the Secured PartyCollateral Agent, 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 desirable to perfect or protect any security interest granted hereunder, to maintain the perfection or priority of any security interest granted hereunder, or to otherwise accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, hereby gives the Secured Party Collateral Agent the power and right, on behalf of such Debtor, without notice to or assent by such Debtor (to the extent permitted by applicable law), to do the following: (a) 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 of this Agreement; (b) upon the occurrence and during the continuation of an Event of Default, to ask, demand, collect, receive and give acquittance and receipts for any and all moneys due and to become due under any Collateral and, in the name of such Debtor 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 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 Secured Party Collateral Agent for the purpose of collecting any and all such moneys due under any 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 Secured Party Collateral Agent for the purpose of collecting any and all such moneys due under any Collateral whenever payable; (c) to pay or discharge charges or liens levied or placed on or threatened against the Collateral, to effect any insurance called for by the terms of this Agreement and to pay all or any part of the premiums therefor; (d) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due, and to become due thereunder, directly to the Secured Party Collateral Agent or as the Secured Party Collateral Agent shall direct, and to receive payment of and receipt for any and all moneys, claims and other amounts due, and to become due at any time, in respect of or arising out of any Collateral; (e) upon the occurrence and during the continuation of an Event of Default, to sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts and other Documents constituting or relating to the Collateral; (f) upon the occurrence and during the continuation of an Event of Default, 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; (g) upon the occurrence and during the continuation of an Event of Default, to defend any suit, action or proceeding brought against a Debtor with respect to any Collateral; (h) upon the occurrence and during the continuation of an Event of Default, to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Secured Party Collateral Agent may deem appropriate; (i) to the extent that a Debtor’s authorization given in Section 4.1(b) of this Agreement is not sufficient to file such financing statements with respect to this Agreement, with or without such Debtor’s signature, or to file a photocopy of this Agreement in substitution for a financing statement, as the Secured Party Collateral Agent may deem appropriate and to execute in such Debtor’s name such financing statements and amendments thereto and continuation statements which may require such Debtor’s signature; (j) upon the occurrence and during the continuation of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Secured Party Collateral Agent were the absolute owners thereof for all purposes; and (k) to do, at the Secured PartyCollateral Agent’s option and at such Debtor’s expense, at any time, or from time to time, all acts and things which the Secured Party Collateral Agent reasonably deems necessary to protect or preserve or, upon the occurrence and during the continuation of an Event of Default, realize upon the Collateral and the Secured Party’s lien Parties’ Liens therein, in order to effect the intent of this Agreement, all as fully and effectively as such Debtor might do. Each Debtor hereby ratifies, to the extent permitted by law, all that such attorneys lawfully do or cause to be done by virtue hereof provided the same is performed in a commercially reasonable manner. The power of attorney granted hereunder is a power coupled with an interest and shall be irrevocable until the Obligations are indefeasibly paid in full in cash and this Agreement is terminated in accordance with Section 4.12 hereof. Each Debtor also authorizes the Secured PartyCollateral Agent, at any time from and after the occurrence and during the continuation of any Event of Default, (x) to communicate in its own name with any party to any Contract with regard to the assignment of the right, title and interest of such Debtor in and under the Contracts hereunder and other matters relating thereto and (y) to execute, in connection with any sale of Collateral provided for in Section 4.6 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.

Attorney-in-Fact. Each Debtor hereby irrevocably constitutes and appoints ---------------- the Secured Party, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Debtor and in the name of such Debtor or in its own name, from time to time in the discretion of the Secured Party, for the purpose of carrying out the terms of this Agreement, to take at any and all appropriate action and to execute and deliver any and all documents and instruments which may be necessary or desirable to perfect or protect any security interest granted hereunder, to maintain the perfection or priority time when an Event of any security interest granted hereunder, or to otherwise accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, hereby gives the Secured Party the power and right, on behalf of such Debtor, without notice to or assent by such Debtor (to the extent permitted by applicable law), to do the following: (a) Default exists 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 of this Agreement;Agreement and, without limiting the generality of the foregoing, hereby gives the Secured Party the power and right, on behalf of Debtor, without notice to or assent by Debtor, to do the following: (ba) upon the occurrence and during the continuation of an Event of Default, to ask, demand, collect, receive and give acquittance and receipts for any and all moneys due and to become due under any Collateral and, in the name of such Debtor 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 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 Secured Party for the purpose of collecting any and all such moneys due under any 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 Secured Party for the purpose of collecting any and all such moneys due under any Collateral whenever payable; (cb) to pay or discharge charges or liens Liens levied or placed on or threatened against the CollateralCollateral (other than the Permitted Liens), to effect any insurance called for by the terms of this Agreement and to pay all or any part of the premiums therefor; (dc) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due, and to become due thereunder, directly to the Secured Party or as the Secured Party shall direct, and to receive payment of and receipt for any and all moneys, claims and other amounts due, and to become due at any time, in respect of or arising out of any Collateral; (ed) upon the occurrence and during the continuation of an Event of Default, to sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts and other Documents constituting or relating to the Collateral; (fe) upon the occurrence and during the continuation of an Event of Default, 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; (gf) upon the occurrence and during the continuation of an Event of Default, to defend any suit, action or proceeding brought against a Debtor with respect to any Collateral; (hg) upon the occurrence and during the continuation of an Event of Default, to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Secured Party may deem appropriate;; and (ih) to the extent that a Debtor’s authorization given in Section 4.1(b) of this Agreement is not sufficient to file such financing statements with respect to this Agreement, with or without such Debtor’s signature, or to file a photocopy of this Agreement in substitution for a financing statement, as the Secured Party may deem appropriate and to execute in such Debtor’s name such financing statements and amendments thereto and continuation statements which may require such Debtor’s signature; (j) upon the occurrence and during the continuation of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Secured Party were was the absolute owners owner thereof for all purposes; and (k) , and to do, at the Secured Party’s 's option and at such Debtor’s 's expense, at any time, or from time to time, all acts and things which the Secured Party reasonably deems necessary to protect protect, preserve or preserve or, upon the occurrence and during the continuation of an Event of Default, realize upon the Collateral and the Secured Party’s lien 's Lien therein, in order to effect the intent of this Agreement, all as fully and effectively as such Debtor might do. Each Debtor hereby ratifies, to the extent permitted by law, all that such attorneys attorney lawfully do does or cause causes to be done by virtue hereof provided the same is performed in a commercially reasonable mannerhereof. The power of attorney granted hereunder is a power coupled with an interest and shall be irrevocable until the Obligations Liabilities are indefeasibly paid in full in cash and this Agreement is terminated in accordance with Section 4.12 hereoffull. Each Debtor also authorizes the Secured Party, at any time from and after the occurrence and during the continuation of any Event of Default, (x) to communicate in its own name with any party to any Contract with regard to the assignment of the right, title and interest of such Debtor in and under the Contracts hereunder and other matters relating thereto and (y) to execute, in connection with any sale of Collateral provided for in Section 4.6 4.5 or Section 4.7 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.

Attorney-in-Fact. Each Debtor hereby irrevocably constitutes and appoints the Secured PartyCollateral Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Debtor and in the name of such Debtor or in its own name, upon the occurrence and during the continuation of an Event of Default (except in connection with the perfection of the security interest granted to the Collateral Agent hereunder), from time to time in the discretion of the Secured PartyCollateral Agent, 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 desirable to perfect or protect any security interest granted hereunder, to maintain the perfection or priority of any security interest granted hereunder, or to otherwise accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, hereby gives the Secured Party Collateral Agent the power and right, on behalf of such Debtor, without notice to or assent by such Debtor (to the extent permitted by applicable law), to do the followingfollowing upon the occurrence and during the continuation of an Event of Default: (a) 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 of this Agreement; (b) upon the occurrence and during the continuation of an Event of Default, to ask, demand, collect, receive and give acquittance and receipts for any and all moneys due and to become due under any Collateral and, in the name of such Debtor 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 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 Secured Party Collateral Agent for the purpose of collecting any and all such moneys due under any 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 Secured Party Collateral Agent for the purpose of collecting any and all such moneys due under any Collateral whenever payable; (c) to pay or discharge charges or liens levied or placed on or threatened against the Collateral, to effect any insurance called for by the terms of this Agreement and to pay all or any part of the premiums therefor; (d) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due, and to become due thereunder, directly to the Secured Party Collateral Agent or as the Secured Party Collateral Agent shall direct, and to receive payment of and receipt for any and all moneys, claims and other amounts due, and to become due at any time, in respect of or arising out of any Collateral; (e) upon the occurrence and during the continuation of an Event of Default, to sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts and other Documents constituting or relating to the Collateral; (f) upon the occurrence and during the continuation of an Event of Default, 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; (g) upon the occurrence and during the continuation of an Event of Default, to defend any suit, action or proceeding brought against a Debtor with respect to any Collateral; (h) upon the occurrence and during the continuation of an Event of Default, to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Secured Party Collateral Agent may deem appropriate; (i) to the extent that a Debtor’s authorization given in Section 4.1(b) of this Agreement is not sufficient to file such financing statements with respect to this Agreement, with or without such Debtor’s signature, or to file a photocopy of this Agreement in substitution for a financing statement, as the Secured Party Collateral Agent may deem appropriate and to execute in such Debtor’s name such financing statements and amendments thereto and continuation statements which may require such Debtor’s signature; (j) upon the occurrence and during the continuation of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Secured Party Collateral Agent were the absolute owners thereof for all purposes; and (k) to do, at the Secured PartyCollateral Agent’s option and at such Debtor’s expense, at any time, or from time to time, all acts and things which the Secured Party Collateral Agent reasonably deems necessary to protect or preserve or, upon the occurrence and during the continuation of an Event of Default, realize upon the Collateral and the Secured Party’s lien Parties’ Liens therein, in order to effect the intent of this Agreement, all as fully and effectively as such Debtor might do. Each Debtor hereby ratifies, to the extent permitted by law, all that such attorneys lawfully do or cause to be done by virtue hereof provided the same is performed in a commercially reasonable manner. The power of attorney granted hereunder is a power coupled with an interest and shall be irrevocable until the Obligations are indefeasibly paid in full in cash (other than Obligations which expressly survive by their terms and contingent indemnification Obligations) and this Agreement is terminated in accordance with Section 4.12 4.11 hereof. Each Debtor also authorizes the Secured PartyCollateral Agent, at any time from and after the occurrence and during the continuation of any Event of Default, (x) to communicate in its own name with any party to any Contract with regard to the assignment of the right, title and interest of such Debtor in and under the Contracts hereunder and other matters relating thereto and (y) to execute, in connection with any sale of Collateral provided for in Section 4.6 4.5 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.

Attorney-in-Fact. Each Debtor hereby irrevocably constitutes and appoints the Secured PartyCollateral Agent, with full power of substitution, as its true and lawful attorney-in-fact attorney‑in‑fact with full irrevocable power and authority in the place and stead of such Debtor and in the name of such Debtor or in its own name, from time to time in the discretion of the Secured PartyCollateral Agent, 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 desirable to perfect or protect any security interest granted hereunder, to maintain the perfection or priority of any security interest granted hereunder, or to otherwise accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, hereby gives the Secured Party Collateral Agent the power and right, on behalf of such Debtor, without notice to or assent by such Debtor (to the extent permitted by applicable law), to do the following: (a) 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 of this Agreement; (b) upon the occurrence and during the continuation of an Event of Default, to ask, demand, collect, receive and give acquittance and receipts for any and all moneys due and to become due under any Collateral and, in the name of such Debtor 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 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 Secured Party Collateral Agent for the purpose of collecting any and all such moneys due under any 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 Secured Party Collateral Agent for the purpose of collecting any and all such moneys due under any Collateral whenever payable; (c) to pay or discharge charges or liens levied or placed on or threatened against the Collateral, to effect any insurance called for by the terms of this Agreement and to pay all or any part of the premiums therefor; (d) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due, and to become due thereunder, directly to the Secured Party Collateral Agent or as the Secured Party Collateral Agent shall direct, and to receive payment of and receipt for any and all moneys, claims and other amounts due, and to become due at any time, in respect of or arising out of any Collateral; (e) upon the occurrence and during the continuation of an Event of Default, to sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts and other Documents constituting or relating to the Collateral; (f) upon the occurrence and during the continuation of an Event of Default, 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; (g) upon the occurrence and during the continuation of an Event of Default, to defend any suit, action or proceeding brought against a Debtor with respect to any Collateral; (h) upon the occurrence and during the continuation of an Event of Default, to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Secured Party Collateral Agent may deem appropriate; (i) to the extent that a Debtor’s authorization given in Section 4.1(b) of this Agreement is not sufficient to file such financing statements with respect to this Agreement, with or without such Debtor’s signature, or to file a photocopy of this Agreement in substitution for a financing statement, as the Secured Party Collateral Agent may deem appropriate and to execute in such Debtor’s name such financing statements and amendments thereto and continuation statements which may require such Debtor’s signature; (j) upon the occurrence and during the continuation of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Secured Party Collateral Agent were the absolute owners thereof for all purposes; and (k) to do, at the Secured PartyCollateral Agent’s option and at such Debtor’s expense, at any time, or from time to time, all acts and things which the Secured Party Collateral Agent reasonably deems necessary to protect or preserve or, upon the occurrence and during the continuation of an Event of Default, realize upon the Collateral and the Secured Party’s lien Parties’ Liens therein, in order to effect the intent of this Agreement, all as fully and effectively as such Debtor might do. Each Debtor hereby ratifies, to the extent permitted by law, all that such attorneys lawfully do or cause to be done by virtue hereof provided the same is performed in a commercially reasonable manner. The power of attorney granted hereunder is a power coupled with an interest and shall be irrevocable until the Obligations are indefeasibly paid in full in cash and this Agreement is terminated in accordance with Section 4.12 4.11 hereof. Each Debtor also authorizes the Secured PartyCollateral Agent, at any time from and after the occurrence and during the continuation of any Event of Default, (x) to communicate in its own name with any party to any Contract with regard to the assignment of the right, title and interest of such Debtor in and under the Contracts hereunder and other matters relating thereto and (y) to execute, in connection with any sale of Collateral provided for in Section 4.6 4.5 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.

Attorney-in-Fact. Each Debtor hereby irrevocably constitutes and appoints the Secured Party, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Debtor and in the name of such Debtor or in its own name, from time to time in the discretion 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 and deliver any and all documents and instruments which may be necessary or desirable to perfect or protect any security interest granted hereunder, to maintain the perfection or priority of any security interest granted hereunder, or to otherwise accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, hereby gives the Secured Party the power and right, on behalf of such Debtor, without notice to or assent by such Debtor (to the extent permitted by applicable law), to do the following: (a) 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 of this Agreement; (b) upon the occurrence and during the continuation of an Event of Default, to ask, demand, collect, receive and give acquittance and receipts for any and all moneys due and to become due under any Collateral and, in the name of such Debtor 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 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 Secured Party for the purpose of collecting any and all such moneys due under any 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 Secured Party for the purpose of collecting any and all such moneys due under any Collateral whenever payable; (c) to pay or discharge charges or liens levied or placed on or threatened against the Collateral, to effect any insurance called for by the terms of this Agreement and to pay all or any part of the premiums therefor; (d) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due, and to become due thereunder, directly to the Secured Party or as the Secured Party shall direct, and to receive payment of and receipt for any and all moneys, claims and other amounts due, and to become due at any time, in respect of or arising out of any Collateral; (e) upon the occurrence and during the continuation of an Event of Default, to sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts and other Documents constituting or relating to the Collateral; (f) upon the occurrence and during the continuation of an Event of Default, 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; (g) upon the occurrence and during the continuation of an Event of Default, to defend any suit, action or proceeding brought against a Debtor with respect to any Collateral; (h) upon the occurrence and during the continuation of an Event of Default, to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Secured Party may deem appropriate; (i) to the extent that a Debtor’s authorization given in Section 4.1(b) of this Agreement is not sufficient to file such financing statements with respect to this Agreement, with or without such Debtor’s signature, or to file a photocopy of this Agreement in substitution for a financing statement, as the Secured Party may deem appropriate and to execute in such Debtor’s name such financing statements and amendments thereto and continuation statements which may require such Debtor’s signature; (j) upon the occurrence and during the continuation of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Secured Party were the absolute owners thereof for all purposes; and (k) to do, at the Secured Party’s option and at such Debtor’s expense, at any time, or from time to time, all acts and things which the Secured Party reasonably deems necessary to protect or preserve or, upon the occurrence and during the continuation of an Event of Default, realize upon the Collateral and the Secured Party’s lien therein, in order to effect the intent of this Agreement, all as fully and effectively as such Debtor might do. Each Debtor hereby ratifies, to the extent permitted by law, all that such attorneys lawfully do or cause to be done by virtue hereof provided the same is performed in a commercially reasonable manner. The power of attorney granted hereunder is a power coupled with an interest and shall be irrevocable until the Obligations Liabilities are indefeasibly paid in full in cash and this Agreement is terminated in accordance with Section 4.12 hereof. Each Debtor also authorizes the Secured Party, at any time from and after the occurrence and during the continuation of any Event of Default, (x) to communicate in its own name with any party to any Contract with regard to the assignment of the right, title and interest of such Debtor in and under the Contracts hereunder and other matters relating thereto and (y) to execute, in connection with any sale of Collateral provided for in Section 4.6 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.

Attorney-in-Fact. Each Debtor Grantor hereby irrevocably constitutes and appoints the Secured Party, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Debtor Grantor and in the name of such Debtor Grantor or in its own name, from time to time upon the occurrence and during the continuance of an Event of Default in the discretion 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 and deliver any and all documents and instruments which may be necessary or desirable to perfect or protect any security interest granted hereunder, to maintain the perfection or priority of any security interest granted hereunder, or to otherwise accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, hereby gives the Secured Party the power and right, on behalf of such DebtorGrantor, without notice to or assent by such Debtor Grantor (to the extent permitted by applicable lawApplicable Law), to do the followingfollowing upon the occurrence and during the continuation of an Event of Default: (a) 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 of this Agreement; (b) upon the occurrence and during the continuation of an Event of Default, to ask, demand, collect, receive and give acquittance and receipts for any and all moneys due and to become due under any Collateral and, in the name of such Debtor Grantor 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 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 Secured Party for the purpose of collecting any and all such moneys due under any 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 Secured Party for the purpose of collecting any and all such moneys due under any Collateral whenever payable; (c) to pay or discharge charges or liens levied or placed on or threatened in writing against the Collateral, to effect any insurance called for by the terms of this Agreement or the Note Documents and to pay all or any part of the premiums therefor; (d) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due, and to become due thereunder, directly to the Secured Party or as the Secured Party shall direct, and to receive payment of and receipt for any and all moneys, claims and other amounts due, and to become due at any time, in respect of or arising out of any Collateral; (e) upon the occurrence and during the continuation of an Event of Default, to sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtorsany Grantor, assignments, verifications and notices in connection with accounts and other Documents constituting or relating to the Collateral; (f) upon the occurrence and during the continuation of an Event of Default, 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; (g) upon the occurrence and during the continuation of an Event of Default, to defend any suit, action or proceeding brought against a Debtor the Grantors with respect to any Collateral; (h) upon the occurrence and during the continuation of an Event of Default, to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Secured Party may deem appropriate; (i) to the extent that a DebtorGrantor’s authorization given in Section 4.1(b) of this Agreement is not sufficient sufficient, to file such financing statements with respect to this Agreement, with or without such Debtor’s signature, or to file a photocopy of this Agreement in substitution for a financing statement, as the Secured Party may deem appropriate and to execute in such Debtor’s name such financing statements and amendments thereto and continuation statements which may require such DebtorGrantor’s signature; (j) upon the occurrence and during the continuation of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Secured Party were the absolute owners owner thereof for all purposes; (k) to use any Intellectual Property or Intellectual Property Licenses of such Grantor, including but not limited to any Copyrights, Patents or Trademarks, in preparing for sale, advertising for sale, or selling Inventory or other Collateral and to collect any amounts due under Accounts of such Grantor; (l) in connection with the exercise of the Secured Party’s rights under Section 4.6, to prepare, sign, and file any document which may be required by the United States Patent and Trademark Office, the United States Copyright Office or similar registrar in order to effect an absolute assignment of all right, title and interest in all registered Intellectual Property and any application for all such registrations, and record the same; (m) to prepare, sign, and file for recordation in any intellectual property registry, appropriate evidence of the lien and security interest granted herein in the Intellectual Property in the name of the applicable Grantor as debtor; and (kn) to do, at the Secured Party’s option and at such Debtor’s the Grantors’ expense, at any time, or from time to time, all acts and things which the Secured Party reasonably deems necessary to protect or preserve or, upon the occurrence and during the continuation of an Event of Default, or realize upon the Collateral and the Secured Party’s lien therein, in order to effect the intent of this Agreement, all as fully and effectively as such Debtor the Grantors might do. Each Debtor Grantor hereby ratifies, to the extent permitted by law, all that such attorneys lawfully do or cause to be done by virtue hereof provided the same is performed in a commercially reasonable manner. The power of attorney granted hereunder is a power coupled with an interest and shall be irrevocable until the Obligations are indefeasibly paid in full in cash and this Agreement is terminated in accordance with Section 4.12 hereof. Each Debtor Grantor also authorizes the Secured Party, at any time from and after the occurrence and during the continuation of any Event of Default, (x) to communicate in its own name with any party to any Contract constituting Collateral with regard to the assignment of the right, title and interest of such Debtor Grantor in and under the Contracts hereunder and other matters relating thereto and (y) to execute, in connection with any sale of Collateral provided for in Section 4.6 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.

Attorney-in-Fact. Each Debtor By virtue of the adoption of this Agreement and the approval of the Merger by the Securityholders, each Securityholder (regardless of whether or not such Securityholder votes in favor of the adoption of this Agreement and the approval of the Merger, whether at a meeting or by written consent in lieu thereof) hereby irrevocably constitutes and appoints the Secured Party, with full power of substitutioninitially appoints, as of the date of this Agreement, the Securityholders’ Representative, as his, her or its true and lawful agent and attorney-in-fact with full irrevocable power to enter into any agreement and authority in the place and stead of such Debtor and in the name of such Debtor or in its own name, from time to time in the discretion of the Secured Party, for the purpose of carrying out the terms of any Transactions contemplated by this Agreement, to take any and all appropriate action and to execute (i) give and deliver any receive notices and all documents and instruments which may be necessary communications to or desirable to perfect or protect any security interest granted hereunder, to maintain the perfection or priority of any security interest granted hereunder, or to otherwise accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, hereby gives the Secured Party the power and right, from Parent (on behalf of such Debtor, without notice itself or any other Party) relating to this Agreement or assent by such Debtor any of the Transactions and other matters contemplated hereby (except to the extent permitted that this Agreement expressly contemplates that any such notice or communication shall be given or received by applicable lawsuch Securityholders individually), to do (ii) employ and obtain the following: (a) to take any advice of legal counsel, accountants and all appropriate action other professional advisors as the Securityholders’ Representative, in its sole discretion, deems necessary or advisable in the performance of his duties as Securityholders’ Representative and to execute rely on their advice and deliver any counsel; (iii) consent or agree to, negotiate, enter into settlements and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement; (b) upon the occurrence and during the continuation of an Event of Default, to ask, demand, collect, receive and give acquittance and receipts for any and all moneys due and to become due under any Collateral and, in the name of such Debtor 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 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 Secured Party for the purpose of collecting any and all such moneys due under any 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 Secured Party for the purpose of collecting any and all such moneys due under any Collateral whenever payable; (c) to pay or discharge charges or liens levied or placed on or threatened against the Collateral, to effect any insurance called for by the terms of this Agreement and to pay all or any part of the premiums therefor; (d) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys duecompromises of, and agree to become due thereunder, directly to the Secured Party or as the Secured Party shall direct, arbitration and to receive payment comply with orders of courts and receipt for any and all moneys, claims and other amounts due, and to become due at any time, in respect awards of or arising out of any Collateral; (e) upon the occurrence and during the continuation of an Event of Default, to sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts and other Documents constituting or relating to the Collateral; (f) upon the occurrence and during the continuation of an Event of Default, 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; (g) upon the occurrence and during the continuation of an Event of Default, to defend any suit, action or proceeding brought against a Debtor arbitrators with respect to any Collateral; claims brought against any Securityholders relating to this Agreement or the Transactions contemplated hereby, (hiv) upon the occurrence assert, negotiate, enter into settlements and during the continuation compromises of, and agree to arbitration and comply with orders of an Event courts and awards of Defaultarbitrators with respect to, to settle, compromise any other claim by any Indemnified Party against any such Securityholder or adjust by any suit, action such Securityholder against any Indemnified Party or proceeding described above andany dispute between any Indemnified Party and any such Securityholder, in connection therewith, each case relating to give such discharges or releases as the Secured Party may deem appropriate; (i) to the extent that a Debtor’s authorization given in Section 4.1(b) of this Agreement is not sufficient to file such financing statements with respect to this Agreementor the Transactions contemplated hereby, with or without such Debtor’s signature, or to file a photocopy of (v) amend this Agreement or any other agreement referred to herein or contemplated hereby, and (vi) take all actions necessary or appropriate in substitution for a financing statement, as the Secured Party may deem appropriate and to execute in such Debtor’s name such financing statements and amendments thereto and continuation statements which may require such Debtor’s signature; (j) upon the occurrence and during the continuation of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any judgment of the Collateral Securityholders’ Representative for the accomplishment of the foregoing and as fully contemplated by this Article X and completely as though the Secured Party were the absolute owners thereof for all purposes; and (kSections 3.1(f) to do, at the Secured Party’s option and at such Debtor’s expense, at any time, or from time to time, all acts and things which the Secured Party reasonably deems necessary to protect or preserve or, upon the occurrence and during the continuation of an Event of Default, realize upon the Collateral and the Secured Party’s lien therein9.7 hereof, in order each case without having to effect seek or obtain the intent of this Agreement, all as fully and effectively as such Debtor might do. Each Debtor hereby ratifies, to the extent permitted by law, all that such attorneys lawfully do or cause to be done by virtue hereof provided the same is performed in a commercially reasonable manner. The power of attorney granted hereunder is a power coupled with an interest and shall be irrevocable until the Obligations are indefeasibly paid in full in cash and this Agreement is terminated in accordance with Section 4.12 hereof. Each Debtor also authorizes the Secured Party, at any time from and after the occurrence and during the continuation consent of any Event of Default, (x) to communicate in its own name with Person under any party to any Contract with regard to the assignment of the right, title and interest of such Debtor in and under the Contracts hereunder and other matters relating thereto and (y) to execute, in connection with any sale of Collateral provided for in Section 4.6 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateralcircumstance.

Attorney-in-Fact. Each Debtor Grantor hereby irrevocably constitutes and appoints the Secured Party, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Debtor Grantor and in the name of such Debtor Grantor or in its own name, from time to time upon the occurrence and during the continuance of an Event of Default in the discretion 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 and deliver any and all documents and instruments which may be necessary or desirable to perfect or protect any security interest granted hereunder, to maintain the perfection or priority of any security interest granted hereunder, or to otherwise accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, hereby gives the Secured Party the power and right, on behalf of such DebtorGrantor, without notice to or assent by such Debtor Grantor (to the extent permitted by applicable lawApplicable Law), to do the followingfollowing upon the occurrence and during the continuation of an Event of Default: (a) 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 of this Agreement; (b) upon the occurrence and during the continuation of an Event of Default, to ask, demand, collect, receive and give acquittance and receipts for any and all moneys due and to become due under any Collateral and, in the name of such Debtor Grantor 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 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 Secured Party for the purpose of collecting any and all such moneys due under any 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 Secured Party for the purpose of collecting any and all such moneys due under any Collateral whenever payable; (c) to pay or discharge charges or liens levied or placed on or threatened in writing against the Collateral, to effect any insurance called for by the terms of this Agreement or the Note Documents and to pay all or any part of the premiums therefor; (d) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due, and to become due thereunder, directly to the Secured Party or as the Secured Party shall direct, and to receive payment of and receipt for any and all moneys, claims and other amounts due, and to become due at any time, in respect of or arising out of any Collateral; (e) upon the occurrence and during the continuation of an Event of Default, to sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtorsany Grantor, assignments, verifications and notices in connection with accounts and other Documents constituting or relating to the Collateral; (f) upon the occurrence and during the continuation of an Event of Default, 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; (g) upon the occurrence and during the continuation of an Event of Default, to defend any suit, action or proceeding brought against a Debtor the Grantors with respect to any Collateral; (h) upon the occurrence and during the continuation of an Event of Default, to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Secured Party may deem appropriate; (i) to the extent that a DebtorGrantor’s authorization given in Section 4.1(b) of this Agreement is not sufficient to file such financing statements with respect to this Agreement, with or without such Debtor’s signature, or to file a photocopy of this Agreement in substitution for a financing statement, as the Secured Party may deem appropriate and to execute in such Debtor’s name such financing statements and amendments thereto and continuation statements which may require such DebtorGrantor’s signature; (j) upon the occurrence and during the continuation of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Secured Party were the absolute owners owner thereof for all purposes; (k) to use any Intellectual Property or Intellectual Property Licenses of such Grantor, including but not limited to any Copyrights, Patents or Trademarks, in preparing for sale, advertising for sale, or selling Inventory or other Collateral and to collect any amounts due under Accounts of such Grantor; (l) in connection with the exercise of the Secured Party’s rights under Section 4.6, to prepare, sign, and file any document which may be required by the United States Patent and Trademark Office, the United States Copyright Office or similar registrar in order to effect an absolute assignment of all right, title and interest in all registered Intellectual Property and any application for all such registrations, and record the same; (m) to prepare, sign, and file for recordation in any intellectual property registry, appropriate evidence of the lien and security interest granted herein in the Intellectual Property in the name of the applicable Grantor as debtor; and (kn) to do, at the Secured Party’s option and at such Debtor’s the Grantors’ expense, at any time, or from time to time, all acts and things which the Secured Party reasonably deems necessary to protect or preserve or, upon the occurrence and during the continuation of an Event of Default, or realize upon the Collateral and the Secured Party’s lien therein, in order to effect the intent of this Agreement, all as fully and effectively as such Debtor the Grantors might do. Each Debtor Grantor hereby ratifies, to the extent permitted by law, all that such attorneys lawfully do or cause to be done by virtue hereof provided the same is performed in a commercially reasonable manner. The power of attorney granted hereunder is a power coupled with an interest and shall be irrevocable until the Obligations are indefeasibly paid in full in cash and this Agreement is terminated in accordance with Section 4.12 hereof. Each Debtor Grantor also authorizes the Secured Party, at any time from and after the occurrence and during the continuation of any Event of Default, (x) to communicate in its own name with any party to any Contract constituting Collateral with regard to the assignment of the right, title and interest of such Debtor Grantor in and under the Contracts hereunder and other matters relating thereto and (y) to execute, in connection with any sale of Collateral provided for in Section 4.6 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.

Attorney-in-Fact. Each Debtor hereby irrevocably constitutes and appoints the Secured Party, with full power of substitution, as its true and lawful attorney-in-fact attorney‑in‑fact with full irrevocable power and authority in the place and stead of such Debtor and in the name of such Debtor or in its own name, from time to time in the discretion 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 and deliver any and all documents and instruments which may be necessary or desirable to perfect or protect any security interest granted hereunder, to maintain the perfection or priority of any security interest granted hereunder, or to otherwise accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, hereby gives the Secured Party the power and right, on behalf of such Debtor, without notice to or assent by such Debtor (to the extent permitted by applicable law), to do the following: (a) 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 of this Agreement; (b) upon the occurrence and during the continuation of an Event of Default, to ask, demand, collect, receive and give acquittance and receipts for any and all moneys due and to become due under any Collateral and, in the name of such Debtor 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 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 Secured Party for the purpose of collecting any and all such moneys due under any 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 Secured Party for the purpose of collecting any and all such moneys due under any Collateral whenever payable; (c) to pay or discharge charges or liens levied or placed on or threatened against the Collateral, to effect any insurance called for by the terms of this Agreement and to pay all or any part of the premiums therefor; (d) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due, and to become due thereunder, directly to the Secured Party or as the Secured Party shall direct, and to receive payment of and receipt for any and all moneys, claims and other amounts due, and to become due at any time, in respect of or arising out of any Collateral; (e) upon the occurrence and during the continuation of an Event of Default, to sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts and other Documents constituting or relating to the Collateral; (f) upon the occurrence and during the continuation of an Event of Default, 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; (g) upon the occurrence and during the continuation of an Event of Default, to defend any suit, action or proceeding brought against a Debtor with respect to any Collateral; (h) upon the occurrence and during the continuation of an Event of Default, to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Secured Party may deem appropriate; (i) to the extent that a Debtor’s authorization given in Section 4.1(b) of this Agreement is not sufficient to file such financing statements with respect to this Agreement, with or without such Debtor’s signature, or to file a photocopy of this Agreement in substitution for a financing statement, as the Secured Party may deem appropriate and to execute in such Debtor’s name such financing statements and amendments thereto and continuation statements which may require such Debtor’s signature; (j) upon the occurrence and during the continuation of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Secured Party were the absolute owners thereof for all purposes; and (k) to do, at the Secured Party’s option and at such Debtor’s expense, at any time, or from time to time, all acts and things which the Secured Party reasonably deems necessary to protect or preserve or, upon the occurrence and during the continuation of an Event of Default, realize upon the Collateral and the Secured Party’s lien therein, in order to effect the intent of this Agreement, all as fully and effectively as such Debtor might do. Each Debtor hereby ratifies, to the extent permitted by law, all that such attorneys lawfully do or cause to be done by virtue hereof provided the same is performed in a commercially reasonable manner. The power of attorney granted hereunder is a power coupled with an interest and shall be irrevocable until the Obligations are indefeasibly paid in full in cash and this Agreement is terminated in accordance with Section 4.12 hereof. Each Debtor also authorizes the Secured Party, at any time from and after the occurrence and during the continuation of any Event of Default, (x) to communicate in its own name with any party to any Contract with regard to the assignment of the right, title and interest of such Debtor in and under the Contracts hereunder and other matters relating thereto and (y) to execute, in connection with any sale of Collateral provided for in Section 4.6 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.

Attorney-in-Fact. Each Debtor Without limiting in any way the responsibility and obligations of the Securing Party and not as substitute to such obligations, and without derogating from Section 5 below, the Securing Party hereby irrevocably constitutes appoints the Secured Party and appoints any officer or agent of the Secured Party, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Debtor the Securing Party and in the name of such Debtor the Securing Party or in its own name, from time to time in the discretion of the Secured Party’s discretion so long as an Event of Default has occurred and is continuing, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute and deliver authenticate any and all documents and instruments which may be necessary or desirable to perfect or protect any security interest granted hereunder, to maintain the perfection or priority of any security interest granted hereunder, or to otherwise accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, hereby gives the Secured Party the power and right, on behalf of such Debtor, without notice to or assent by such Debtor (to the extent permitted by applicable law), to do the following: (a) to take any and all appropriate action and to execute and deliver any and all documents and instruments instrument which may be necessary or desirable to accomplish the purposes of this Agreement; (b) upon . Without limiting the occurrence and during the continuation of foregoing, so long as an Event of DefaultDefault has occurred and is continuing, to ask, demand, collect, receive and give acquittance and receipts for any and all moneys due and to become due under any Collateral and, in the name of such Debtor 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 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 Secured Party for shall have the purpose right, without notice to, or the consent of, the Securing Party, to do any of collecting any and all such moneys due under any 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 Secured Party for following on the purpose of collecting any and all such moneys due under any Collateral whenever payable;Securing Party’s behalf: (ci) to pay or discharge charges any taxes or liens Liens levied or placed on or threatened against the Collateral, to effect any insurance called for by the terms of this Agreement and to pay all or any part of the premiums therefor; (dii) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due, and amounts due or to become due thereunder, thereunder directly to the Secured Party or as the Secured Party shall directdirects; (iii) to ask for or demand, collect, and to receive payment of and receipt for for, any and all moneys, claims and other amounts due, and payments due or to become due at any time, time in respect of or arising out of any Collateral; (eiv) upon the occurrence and during the continuation of an Event of Default, to sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts and other Documents constituting or relating to the Collateral; (f) upon the occurrence and during the continuation of an Event of Default, 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; (gv) upon the occurrence and during the continuation of an Event of Default, to defend any suit, action or proceeding brought against a Debtor the Securing Party with respect to any Collateral; (hvi) upon the occurrence and during the continuation of an Event of Default, to settle, compromise or adjust any suit, action or proceeding described in subsection (v) above and, in connection therewith, and to give such discharges or releases in connection therewith as the Secured Party may deem appropriate; (ivii) to assign any patent right included in the extent that a Debtor’s authorization given Collateral of the Securing Party (along with the goodwill of the business to which any such patent right pertains), throughout the world for such term or terms, on such conditions, and in Section 4.1(b) of this Agreement is not sufficient to file such financing statements with respect to this Agreement, with or without such Debtor’s signature, or to file a photocopy of this Agreement in substitution for a financing statementmanner, as the Secured Party may deem appropriate and to execute shall in such Debtor’s name such financing statements and amendments thereto and continuation statements which may require such Debtor’s signature;its sole discretion determine; and (jviii) upon the occurrence and during the continuation of an Event of Defaultgenerally, generally to sell, transfer, pledge, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Secured Party were the absolute owners thereof for all purposes; and (k) to dotake, at the Secured Party’s option and at such Debtorthe Securing Party’s expense, at any time, or from time to time, all acts and things actions which the Secured Party reasonably deems necessary to protect protect, preserve or preserve or, upon the occurrence and during the continuation of an Event of Default, realize upon the Collateral and the Secured Party’s lien therein, in order Lien on the Collateral and to effect carry out the intent of this Agreement, all as fully and effectively as such Debtor might do. Each Debtor hereby ratifies, in each case to the same extent permitted by law, as if the Secured Party was the absolute owner of the Collateral for all that such attorneys purposes. The Securing Party hereby ratifies whatever actions the Secured Party shall lawfully do or cause to be done by virtue hereof provided the same is performed in a commercially reasonable manneraccordance with this Section 4. The This power of attorney granted hereunder is shall be a power coupled with an interest and shall be irrevocable until the Obligations are indefeasibly paid in full in cash and this Agreement is terminated in accordance with Section 4.12 hereof. Each Debtor also authorizes the Secured Party, at any time from and after the occurrence and during the continuation of any Event of Default, (x) to communicate in its own name with any party to any Contract with regard to the assignment of the right, title and interest of such Debtor in and under the Contracts hereunder and other matters relating thereto and (y) to execute, in connection with any sale of Collateral provided for in Section 4.6 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateralirrevocable.

Attorney-in-Fact. Each The Debtor hereby irrevocably constitutes and appoints the Secured Party, with full power of substitution, Party as its true and lawful the Debtor's attorney-in-fact with full irrevocable power and authority in the place and stead of such Debtor and in the name of such Debtor or in its own name, from time to time in the discretion of the Secured Party, for the purpose purposes of carrying out the terms provisions of this Agreement, to take Receivables Security Agreement and taking any and all appropriate action and to execute and deliver executing any and all documents and instruments instrument which the Secured Party may be deem necessary or desirable advisable to perfect or protect any security interest granted hereunder, to maintain the perfection or priority of any security interest granted hereunder, or to otherwise accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest; provided, that the Secured Party shall have and may exercise rights under this power of this Agreement, and, without attorney only upon the occurrence and during the continuance of an Event of Default. Without limiting the generality of the foregoing, hereby gives the Secured Party the power and right, on behalf of such Debtor, without notice to or assent by such Debtor (to the extent permitted by applicable law), to do the following: (a) 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 of this Agreement; (b) upon the occurrence and during the continuation continuance of an Event of Default, the Secured Party shall have the right and power (a) to ask, demand, collect, sue for, recover, compromise, receive and give acquittance and ▇▇▇ receipts for any and all moneys due and to become due under or in respect of any Collateral andof the Receivables Collateral; (b) to receive, in the name of such Debtor or its own name or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances drafts or other Instruments for the payment of moneys due under any Collateral instruments, documents and to file any claim or to take any other action or proceeding chattel paper in any court of law or equity or otherwise deemed appropriate by the Secured Party for the purpose of collecting any and all such moneys due under any 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 Secured Party for the purpose of collecting any and all such moneys due under any Collateral whenever payableconnection with clause (a) above; (c) to pay or discharge charges or liens levied or placed endorse the Debtor's name on or threatened against the Collateralany checks, to effect any insurance called for by the terms of this Agreement and to pay all notes, drafts or any part other payment relating to or constituting proceeds of the premiums therefor;Receivables Collateral which comes into the Secured Party's possession or the Secured Party's control, and deposit the same to the account of the Secured Party on account and for payment of the Secured Obligations. (d) to direct file any party liable for claims or take any payment under any of the Collateral to make payment of any and all moneys due, and to become due thereunder, directly to the Secured Party or as the Secured Party shall direct, and to receive payment of and receipt for any and all moneys, claims and other amounts due, and to become due at any time, in respect of or arising out of any Collateral; (e) upon the occurrence and during the continuation of an Event of Default, to sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts and other Documents constituting or relating to the Collateral; (f) upon the occurrence and during the continuation of an Event of Default, 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; (g) upon the occurrence and during the continuation of an Event of Default, to defend any suit, action or proceeding brought against a Debtor with respect to institute any Collateral; (h) upon the occurrence and during the continuation of an Event of Default, to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as proceedings that the Secured Party may deem appropriate; (i) necessary or desirable for the collection of any of the Receivables Collateral or otherwise to enforce the extent that a Debtor’s authorization given in Section 4.1(b) rights of this Agreement is not sufficient to file such financing statements the Secured Party with respect to this Agreement, with or without such Debtor’s signature, or to file a photocopy of this Agreement in substitution for a financing statement, as the Secured Party may deem appropriate and to execute in such Debtor’s name such financing statements and amendments thereto and continuation statements which may require such Debtor’s signature; (j) upon the occurrence and during the continuation of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Secured Party were the absolute owners thereof for all purposesReceivables Collateral; and (k) to do, at the Secured Party’s option and at such Debtor’s expense, at any time, or from time to time, all acts and things which the Secured Party reasonably deems necessary to protect or preserve or, upon the occurrence and during the continuation of an Event of Default, realize upon the Collateral and the Secured Party’s lien therein, in order to effect the intent of this Agreement, all as fully and effectively as such Debtor might do. Each Debtor hereby ratifies, to the extent permitted by law, all that such attorneys lawfully do or cause to be done by virtue hereof provided the same is performed in a commercially reasonable manner. The power of attorney granted hereunder is a power coupled with an interest and shall be irrevocable until the Obligations are indefeasibly paid in full in cash and this Agreement is terminated in accordance with Section 4.12 hereof. Each Debtor also authorizes the Secured Party, at any time from and after the occurrence and during the continuation of any Event of Default, (x) to communicate in its own name with any party to any Contract with regard to the assignment of the right, title and interest of such Debtor in and under the Contracts hereunder and other matters relating thereto and (ye) to execute, in connection with any sale or other disposition of Receivables Collateral provided for in Section 4.6 hereofherein, any endorsementsendorsement, assignments assignments, or other instruments of conveyance or transfer with respect to the Collateralthereto.

Attorney-in-Fact. Each Without limiting any rights or powers granted by this Agreement to the Administrative Agent while no Event of Default has occurred and is continuing, upon the occurrence and during the continuance of any Event of Default, each Debtor hereby irrevocably constitutes and appoints the Secured Party, with full power of substitution, Administrative Agent as its true and lawful the attorney-in-fact with full irrevocable power and authority in the place and stead of such Debtor and in the name of such Debtor or in its own name, from time to time in the discretion of the Secured Party, for the purpose of carrying out the terms provisions of this Agreement, to take Article VI and taking any and all appropriate action and to execute and deliver executing any and all documents and instruments which that the Administrative Agent may be deem necessary or desirable to perfect or protect any security interest granted hereunder, to maintain the perfection or priority of any security interest granted hereunder, or to otherwise accomplish the purposes of this Agreementhereof, and, without which appointment as attorney-in-fact is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, hereby gives so long as the Secured Party Administrative Agent shall be entitled under this Article VI to make collections in respect of the power Collateral, the Administrative Agent shall have the right and right, on behalf of such Debtor, without notice to or assent by such Debtor (to the extent permitted by applicable law), to do the followingpower: (a) 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 of this Agreement; (b) upon the occurrence and during the continuation of an Event of Defaultreceive, to ask, demand, collect, receive and give acquittance and receipts for any and all moneys due and to become due under any Collateral and, in the name of such Debtor or its own name or otherwise, to take possession of and endorse and collect all checks made payable to the order of any checksDebtor representing any dividend, drafts, notes, acceptances payment or other Instruments for the payment of moneys due under any 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 Secured Party for the purpose of collecting any and all such moneys due under any 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 Secured Party for the purpose of collecting any and all such moneys due under any Collateral whenever payable; (c) to pay or discharge charges or liens levied or placed on or threatened against the Collateral, to effect any insurance called for by the terms of this Agreement and to pay all or any part of the premiums therefor; (d) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due, and to become due thereunder, directly to the Secured Party or as the Secured Party shall direct, and to receive payment of and receipt for any and all moneys, claims and other amounts due, and to become due at any time, distribution in respect of or arising out of any Collateral; (e) upon the occurrence and during the continuation of an Event of Default, to sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts and other Documents constituting or relating to the Collateral; (f) upon the occurrence and during the continuation of an Event of Default, 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 Collateralgive full discharge for the same; (gb) to file any claims or take any action or institute any proceedings in connection therewith which the Secured Party may deem to be necessary or advisable; (c) to pay, settle or compromise all bills and claims which may be or become liens or security interests against any or all of the Collateral, or any part thereof, unless a bond or other security satisfactory to the Secured Party has been provided; and (d) upon foreclosure, to do any and every act which any Debtor may do on its behalf with respect to the Collateral or any part thereof and to exercise any or all of such Debtor’s rights and remedies under any or all of the Collateral; provided, however, that the Secured Party shall not exercise any such rights except upon the occurrence and during the continuation of an Event of Default, to defend any suit, action or proceeding brought against a Debtor with respect to any Collateral; (h) upon the occurrence and during the continuation of an Event of Default, to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Secured Party may deem appropriate; (i) to the extent that a Debtor’s authorization given in Section 4.1(b) of this Agreement is not sufficient to file such financing statements with respect to this Agreement, with or without such Debtor’s signature, or to file a photocopy of this Agreement in substitution for a financing statement, as the Secured Party may deem appropriate and to execute in such Debtor’s name such financing statements and amendments thereto and continuation statements which may require such Debtor’s signature; (j) upon the occurrence and during the continuation of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Secured Party were the absolute owners thereof for all purposes; and (k) to do, at the Secured Party’s option and at such Debtor’s expense, at any time, or from time to time, all acts and things which the Secured Party reasonably deems necessary to protect or preserve or, upon the occurrence and during the continuation of an Event of Default, realize upon the Collateral and the Secured Party’s lien therein, in order to effect the intent of this Agreement, all as fully and effectively as such Debtor might do. Each Debtor hereby ratifies, to the extent permitted by law, all that such attorneys lawfully do or cause to be done by virtue hereof provided the same is performed in a commercially reasonable manner. The This power of attorney granted hereunder is a power coupled with an interest and shall be irrevocable until the Obligations are indefeasibly paid in full in cash and this Agreement is terminated in accordance with Section 4.12 hereof. Each Debtor also authorizes the Secured Party, at any time from and after the occurrence and during the continuation of any Event of Default, (x) to communicate in its own name with any party to any Contract with regard to the assignment of the right, title and interest of such Debtor in and under the Contracts hereunder and other matters relating thereto and (y) to execute, in connection with any sale of Collateral provided for in Section 4.6 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateralirrevocable.

Attorney-in-Fact. Each Debtor (a) Subject to the Grantor’s rights under Section 2.07, the Grantor hereby irrevocably constitutes and appoints the Secured PartyLender and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact fact, effective as of the date of this Agreement and terminating upon the release of the Collateral pursuant to Section 2.09, with full irrevocable power and authority in the place and stead of such Debtor the Grantor and in the name of such Debtor the Grantor or in its own name, from time to time in the discretion of the Secured Party, for the purpose of carrying out the terms provisions of this Agreement, upon the occurrence and during the continuance of an Event of Default to take exercise its rights, remedies, powers and privileges under this Agreement; provided that the foregoing appointment shall not impose any obligation on the Lender to exercise its rights thereunder. This appointment as attorney-in-fact is coupled with an interest and all appropriate action and to execute and deliver any and all documents and instruments which may be necessary or desirable to perfect or protect any security interest granted hereunder, to maintain irrevocable until the perfection or priority of any security interest granted hereunder, or to otherwise accomplish the purposes termination of this Agreement, and, without limiting the generality of Agreement in accordance with Section 2.09. Pursuant to the foregoing, the Grantor hereby gives the Secured Party Lender the power and rightright (but without any obligation), on behalf of such Debtorthe Grantor, without notice to or assent by such Debtor (to the extent permitted by applicable law)Grantor, to do the following: (a) 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 of this Agreement; (b) upon the occurrence and during the continuation continuance of an Event of Default, Default (i) to ask, demand, collect, sue for, recover, receive and give acquittance receipt and receipts discharge for any and all moneys amounts due and to become due under and in respect of all or any Collateral andpart of the Collateral, in the name of such Debtor 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 Collateral and (ii) to file any claim claims or to take any other action or proceeding in any court of law that the Lender may deem necessary or equity or otherwise deemed appropriate by the Secured Party advisable for the purpose collection of collecting all or any and part of the Collateral, (iii) to execute, in connection with any sale or disposition of the Collateral under Article V, any endorsements, assignments, bills of sale or other instruments of conveyance or transfer with respect to all such moneys due under or any Collateral whenever payable and to file any claim or to take any other action or proceeding in any court part of law or equity or otherwise deemed appropriate by the Secured Party for the purpose of collecting any and all such moneys due under any Collateral whenever payable; Collateral, (civ) to pay or discharge charges or taxes and liens levied or placed on or threatened against the Collateral, to effect any repair or pay or discharge any insurance called for by the terms of this Agreement and to pay or other Credit Document (including all or any part of the premiums therefor; therefor and the costs thereof), (dv) execute, in connection with any sale provided for in Article V, any endorsement, assignment or other instrument of conveyance or transfer with respect to the Collateral, and (vi) (A) direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due, and due or to become due thereunder, thereunder directly to the Secured Party Lender or as the Secured Party Lender shall direct, (B) ask or demand for, collect, and to receive payment of and receipt for for, any and all moneys, claims and other amounts due, and due or to become due at any time, time in respect of or arising out of any Collateral; , (eC) upon the occurrence and during the continuation of an Event of Default, to sign and indorse any invoicesinvoice, freight or express billsbill, bills bill of lading, storage or warehouse receiptsreceipt, drafts draft against debtors, assignmentsassignment, verifications verification, notice and notices other document in connection with accounts and other Documents constituting or relating to the any Collateral; , (fD) upon the occurrence and during the continuation of an Event of Default, to commence and prosecute any suitssuit, actions action or proceedings proceeding at law or in equity in any court of competent jurisdiction to collect the any Collateral or any part thereof and to enforce any other right in respect of any Collateral; , (gE) upon the occurrence and during the continuation of an Event of Default, to defend any suit, action or proceeding brought against a Debtor the Grantor with respect to any Collateral; , (hF) upon the occurrence and during the continuation of an Event of Default, to settle, compromise or adjust any such suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Secured Party Lender may deem appropriate; , and (iG) to the extent that a Debtor’s authorization given in Section 4.1(b) of this Agreement is not sufficient to file such financing statements with respect to this Agreementgenerally, with or without such Debtor’s signature, or to file a photocopy of this Agreement in substitution for a financing statement, as the Secured Party may deem appropriate and to execute in such Debtor’s name such financing statements and amendments thereto and continuation statements which may require such Debtor’s signature; (j) upon the occurrence and during the continuation of an Event of Default, generally to sell, transfer, pledge, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Secured Party Lender were the absolute owners owner thereof for all purposes; and (k) to , and do, at the Secured PartyLender’s option and at such Debtorthe Grantor’s expense, at any time, or from time to time, all acts and things which that the Secured Party reasonably Lender deems necessary to protect protect, preserve or preserve or, upon the occurrence and during the continuation of an Event of Default, realize upon the Collateral and the Secured PartyLender’s lien therein, in order security interests therein and to effect the intent of this Agreement, all as fully and effectively as such Debtor the Grantor might do. (b) Without limiting the rights and powers of the Lender under Section 2.06(a), the Grantor hereby appoints the Lender as its attorney-in-fact, effective the date of this Agreement, effective upon the occurrence and during the continuance of an Event of Default, and terminating upon the termination of this Agreement in accordance with Section 2.09, at the Lender’s option, but without any obligation to do so, for the purpose of performing, executing, and filing all such contracts, agreements and other documents as are contemplated by Section 2.05(b). Each Debtor hereby ratifiesThis appointment as attorney-in-fact is coupled with an interest and is irrevocable until the termination of this Agreement in accordance with Section 2.09. (c) The reasonable expenses of the Lender incurred in connection with actions undertaken as provided in this Section 2.06, shall be payable by the Grantor to the extent permitted Lender within five (5) Business Days following written demand (together with interest thereon at a rate per annum equal to the default rate under the Equipment Loan Agreement, from the end of such five (5) Business Day period to the date reimbursed by law, the Grantor) and shall constitute Credit Obligations and be secured by the liens of the Credit Documents. (d) The Grantor hereby ratifies all that such said attorneys shall lawfully do or cause to be done by virtue hereof provided the same is performed hereof. All powers, authorizations and agencies contained in a commercially reasonable manner. The power of attorney granted hereunder is a power this Agreement are coupled with an interest and shall be are irrevocable until the Obligations are indefeasibly paid in full in cash and this Agreement is terminated in accordance with Section 4.12 hereof. Each Debtor also authorizes and the Secured Party, at any time from and after the occurrence and during the continuation of any Event of Default, (x) to communicate in its own name with any party to any Contract with regard to the assignment of the right, title and interest of such Debtor in and under the Contracts hereunder and other matters relating thereto and (y) to execute, in connection with any sale of Collateral provided for in Section 4.6 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateralsecurity interests created hereby are released.

Attorney-in-Fact. Each Debtor hereby irrevocably constitutes and Highland appoints the Secured Party, its successors and assigns, as Highland’s attorney-in-fact (without requiring it to act as such), with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Debtor and in the name of such Debtor or in its own nameto do any act which Highland is obligated by this Security Agreement to do, from time to time in the discretion of the Secured Partyincluding, for the purpose of carrying out the terms of this Agreementbut not limited to, 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 perfect or protect any security interest granted hereunder, to maintain the perfection or priority of any security interest granted hereunder, or to otherwise accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, hereby gives the Secured Party the power and right, on behalf of such Debtor, without notice to or assent by such Debtor (to the extent permitted by applicable law), to do the following: (a) 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 of this Agreement; (b) following upon the occurrence and during the continuation continuance of an Event of Default: (a) become the entitlement holder, sell, dispose of, or issue entitlement orders with respect to askthe Collateral as herein provided, demand, collect, receive issue such orders and give acquittance and receipts for instructions as are necessary or appropriate to effect the registration of the Collateral on the books of the issuer of the Collateral or of any and all moneys due and to become due under any Collateral and, Securities Intermediary in the name of such Debtor Secured Party or its own to effect the sale or disposition of the Collateral; (b) endorse the name or otherwise, to take possession of and endorse and collect any Highland on all checks, drafts, notesmoney orders, acceptances or other Instruments instruments for the payment of moneys due under any Collateral monies that are payable to Highland and to file any claim or to take any other action or proceeding in any court constitute collections of law or equity or otherwise deemed appropriate by the Secured Party for the purpose of collecting any and all such moneys due under any 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 Secured Party for the purpose of collecting any and all such moneys due under any Collateral whenever payable; Collateral; (c) execute in the name of Highland any schedules, assignments, instruments, documents, financing statements, amendments of financing statements, applications for registration, and other papers deemed necessary or appropriate by Secured Party to pay perfect, preserve, or discharge charges or liens levied or placed on or threatened against enforce the Collateral, to effect any insurance called for by the terms of this Agreement and to pay all or any part of the premiums therefor; Security Interest; (d) to direct any party liable for any payment under any exercise all rights of Highland in the Collateral to make payment of any and all moneys due, and to become due thereunder, directly to the Secured Party or as the Secured Party shall direct, and to receive payment of and receipt for any and all moneys, claims and other amounts due, and to become due at any time, in respect of or arising out of any Collateral; ; (e) upon make extension agreements with respect to Collateral; (f) make withdrawals from and close deposit accounts and other accounts with any financial institution into which proceeds may have been deposited and apply funds so withdrawn as provided herein; (g) give notice of Secured Party’s rights under this Security Agreement; (h) enter onto Highland’s premises to inspect the Collateral; and (h) do all acts and things and execute all documents in the name of Highland or otherwise, as reasonably necessary, in connection with the preservation, perfection, and enforcement of its rights hereunder. Secured Party agrees it will not exercise its powers as attorney-in-fact until the occurrence and during the continuation of an Event of Default, to sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts and other Documents constituting or relating to the Collateral; (f) upon the occurrence and during the continuation of an Event of Default, 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; (g) upon the occurrence and during the continuation of an Event of Default, to defend any suit, action or proceeding brought against a Debtor with respect to any Collateral; (h) upon the occurrence and during the continuation of an Event of Default, to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Secured Party may deem appropriate; (i) to the extent that a Debtor’s authorization given in Section 4.1(b) of this Agreement is not sufficient to file such financing statements with respect to this Agreement, with or without such Debtor’s signature, or to file a photocopy of this Agreement in substitution for a financing statement, as the Secured Party may deem appropriate and to execute in such Debtor’s name such financing statements and amendments thereto and continuation statements which may require such Debtor’s signature; (j) upon the occurrence and during the continuation of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Secured Party were the absolute owners thereof for all purposes; and (k) to do, at the Secured Party’s option and at such Debtor’s expense, at any time, or from time to time, all acts and things which the Secured Party reasonably deems necessary to protect or preserve or, upon the occurrence and during the continuation of an Event of Default, realize upon the Collateral and the Secured Party’s lien therein, in order to effect the intent of this Agreement, all as fully and effectively as such Debtor might do. Each Debtor hereby ratifies, to the extent permitted by law, all that such attorneys lawfully do or cause to be done by virtue hereof provided the same is performed in a commercially reasonable manner. The power of attorney granted hereunder is a power coupled with an interest and shall be irrevocable until the Obligations are indefeasibly paid in full in cash and this Agreement is terminated in accordance with Section 4.12 hereof. Each Debtor also authorizes the Secured Party, at any time from and after the occurrence and during the continuation of any Event of Default, (x) to communicate in its own name with any party to any Contract with regard to the assignment of the right, title and interest of such Debtor in and under the Contracts hereunder and other matters relating thereto and (y) to execute, in connection with any sale of Collateral provided for in Section 4.6 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.

Attorney-in-Fact. Each Debtor (a) Without limiting any rights or powers granted by this Agreement to the Secured Party, the Grantors hereby irrevocably constitutes and appoints the Secured PartyParty and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Debtor the Grantors and in the name of such Debtor the Grantors or in its own name, from time to time in at the discretion of the Secured PartyGrantor’s sole cost and expense, for the purpose of carrying out the terms provisions of this AgreementAgreement upon the occurrence and during the continuation of a Fundamental Event of Default, or otherwise as contemplated by Section 4.06 and Section 5.01, to (a) take any and all appropriate action and to execute and deliver any and all documents and instruments which document or instrument that may be necessary or desirable to perfect or protect any security interest granted hereunder, to maintain the perfection or priority of any security interest granted hereunder, or to otherwise accomplish the purposes terms of this AgreementAgreement (including taking actions under any Consent to Assignment), and(b) preserve the validity and perfection of the Liens granted by this Agreement and (c) exercise its rights, without remedies, powers and privileges under this Agreement (including taking actions under any Consent to Assignment). This appointment as attorney-in-fact is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Grantors hereby gives give the Secured Party the power and right, on behalf of such Debtorthe Grantors, without notice to or assent by such Debtor (to the extent permitted by applicable law)Grantors, to do the following: (a) 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 of this Agreement; (b) upon the occurrence and during the continuation of an a Fundamental Event of DefaultDefault (or as otherwise provided in Section 4.06 or Section 5.01), to to: (i) ask, demand, collect, sue for, recover, receive and give acquittance receipt and receipts discharge for any and all moneys amounts due and to become due under and in respect of all or any Collateral and, part of the Collateral, (ii) in the name of such Debtor any Grantor or its own name or otherwise, to take possession of of, receive and endorse indorse and collect any checkscheck, draftsAccount, notesChattel Paper, acceptances draft, note, acceptance or other Instruments Instrument for the payment of moneys due under any Collateral and Account or general intangible, in each case with respect to any Collateral, (iii) file any claim claims or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by that the Secured Party may deem necessary or advisable for the purpose collection of collecting all or any part of the Collateral, (iv) execute, in connection with any sale or disposition of the Collateral under this Agreement, any endorsements, assignments, bills of sale or other instruments of conveyance or transfer with respect to all or any part of the Collateral, (v) in the case of any Intellectual Property constituting Collateral, execute and all such moneys due under deliver, and have recorded, any Collateral whenever payable and to file any claim agreement, instrument, document or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by paper as the Secured Party for may request to evidence the purpose Secured Party’s security interest in such Intellectual Property and the goodwill and general intangibles of collecting any and all such moneys due under any Collateral whenever payable;Grantor relating thereto or represented thereby, (cvi) to pay or discharge charges or liens Taxes and Liens levied or placed on or threatened against the CollateralCollateral (other than a Lien of the type referenced in clause (a)(i) of the definition of Permitted Lien), to effect any repair or pay or discharge any insurance called for by the terms of this Agreement and to pay or the other Secured Obligation Documents (including all or any part of the premiums therefor;therefor and the costs thereof), (dvii) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due, and due or to become due thereunder, thereunder directly to the Secured Party or as the Secured Party shall direct, and to receive payment of and receipt for any and all moneys, claims and other amounts due, and to become due at any time, in respect of or arising out of any Collateral;, (eviii) upon the occurrence and during the continuation of an Event of Default, to sign and indorse any invoicesinvoice, freight or express billsbill, bills bill of lading, storage or warehouse receiptsreceipt, drafts draft against debtors, assignmentsassignment, verifications and notices verification, notice or other document in connection with accounts and other Documents constituting or relating to the any Collateral;, (fix) upon the occurrence and during the continuation of an Event of Default, to commence and prosecute any suitssuit, actions action or proceedings proceeding at law or in equity in any court of competent jurisdiction to collect the any Collateral or any part thereof and to enforce any other right in respect of any Collateral;, (gx) upon the occurrence and during the continuation of an Event of Default, to defend any suit, action or proceeding brought against a Debtor any Grantor with respect to any Collateral;, (hxi) upon the occurrence and during the continuation of an Event of Default, to settle, compromise or adjust any such suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Secured Party may deem appropriate;, (ixii) assign any Copyright, Patent or Trademark (along with the goodwill of the business to which any such Trademark pertains) constituting Collateral throughout the extent that a Debtor’s authorization given world for such term or terms, on such conditions and in Section 4.1(b) of this Agreement is not sufficient to file such financing statements with respect to this Agreement, with or without such Debtor’s signature, or to file a photocopy of this Agreement in substitution for a financing statement, manner as the Secured Party may deem appropriate shall in its sole discretion determine, including the execution and filing of any document necessary to execute in effectuate or record such Debtor’s name such financing statements and amendments thereto and continuation statements which may require such Debtor’s signature;assignment, (jxiii) upon the occurrence and during the continuation of an Event of Defaultcure any default by SusOils under any Assigned Agreement, generally to and (xiv) generally, sell, transfer, pledge, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Secured Party were the absolute owners owner thereof for all purposes; and (k) to , and do, at the Secured Party’s option and at such Debtor’s expensethe expense of the Grantors, at any time, or from time to time, all acts and things which that the Secured Party reasonably deems necessary to protect protect, preserve or preserve or, upon the occurrence and during the continuation of an Event of Default, realize upon the Collateral and the Secured Party’s lien therein, in order Liens thereon and to effect the intent terms of this Agreement, all as fully and effectively as such Debtor any Grantor might do. . (b) Each Debtor Grantor hereby ratifies, to the extent permitted by law, ratifies all that such attorneys said attorney shall lawfully do or cause to be done by virtue hereof provided hereof, in each case pursuant to the same is performed in a commercially reasonable mannerpowers granted hereunder. The power of attorney granted hereunder is a power coupled with an interest and shall be irrevocable until the Obligations are indefeasibly paid in full in cash and this Agreement is terminated in accordance with Section 4.12 hereof. Each Debtor also authorizes the Secured Party, at any time from and after Upon the occurrence and during the continuation of any a Fundamental Event of DefaultDefault (or as otherwise provided in Section 4.06 or Section 5.01), (x) to communicate in its own name with any party to any Contract with regard the Grantors hereby acknowledge and agree that the Secured Party shall have no fiduciary duties to the assignment Grantors in acting pursuant to this power of attorney and the right, title and interest Grantors hereby waive any claims or rights of such Debtor in and under the Contracts hereunder and other matters relating thereto and (y) to execute, in connection with any sale a beneficiary of Collateral provided for in Section 4.6 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collaterala fiduciary relationship hereunder.

Attorney-in-Fact. Each Debtor Grantor hereby irrevocably constitutes and appoints the Secured PartyCollateral Agent, with full power of substitution, as its true and lawful attorney-in-attorney in fact with full irrevocable power and authority in the place and stead of such Debtor Grantor and in the name of such Debtor Grantor or in its own name, from time to time upon the occurrence and during the continuation of an Event of Default in the discretion of the Secured PartyCollateral Agent, 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 desirable to perfect or protect any security interest granted hereunder, to maintain the perfection or priority of any security interest granted hereunder, or to otherwise accomplish the purposes of this Agreement, Agreement and, without limiting the generality of the foregoing, hereby gives the Secured Party Collateral Agent the power and right, on behalf of such DebtorGrantor, without notice to or assent by such Debtor (to the extent permitted by applicable law)Grantor, to do the following: (a) 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 of this Agreement; (b) following upon the occurrence and during the continuation of an any Event of Default, : (a) to ask, demand, collect, receive and give acquittance and receipts for any and all moneys due and to become due under any Collateral and, in the name of such Debtor Grantor 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 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 Secured Party Collateral Agent for the purpose of collecting any and all such moneys due under any 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 Secured Party Collateral Agent for the purpose of collecting any and all such moneys due under any Collateral whenever payable; (cb) to pay or discharge charges or liens Liens levied or placed on or threatened against the CollateralCollateral (other than the Liens expressly permitted pursuant to the Credit Agreement), to effect any insurance called for by the terms of this Agreement and to pay all or any part of the premiums therefor; (dc) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due, and to become due thereunder, directly to the Secured Party Collateral Agent or as the Secured Party Collateral Agent shall direct, and to receive payment of and receipt for any and all moneys, claims and other amounts due, and to become due at any time, in respect of or arising out of any Collateral; (ed) upon the occurrence and during the continuation of an Event of Default, to sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts and other Documents constituting or relating to the Collateral; (fe) upon the occurrence and during the continuation of an Event of Default, 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; (gf) upon the occurrence and during the continuation of an Event of Default, to defend any suit, action or proceeding brought against a Debtor such Grantor with respect to any Collateral; (hg) upon the occurrence and during the continuation of an Event of Default, to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Secured Party Collateral Agent may deem appropriate;; and (ih) to the extent that a Debtor’s authorization given in Section 4.1(b) of this Agreement is not sufficient to file such financing statements with respect to this Agreement, with or without such Debtor’s signature, or to file a photocopy of this Agreement in substitution for a financing statement, as the Secured Party may deem appropriate and to execute in such Debtor’s name such financing statements and amendments thereto and continuation statements which may require such Debtor’s signature; (j) upon the occurrence and during the continuation of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Secured Party Collateral Agent were the absolute owners thereof for all purposes; and (k) , and to do, at the Secured PartyCollateral Agent’s option and at such DebtorGrantor’s expense, at any time, or from time to time, all acts and things which the Secured Party Collateral Agent reasonably deems necessary to protect protect, preserve or preserve or, upon the occurrence and during the continuation of an Event of Default, realize upon the Collateral and the Secured PartyCollateral Agent’s lien Lien therein, in order to effect the intent of this Agreement, all as fully and effectively as such Debtor Grantor might do. Each Debtor Grantor hereby ratifies, to the extent permitted by law, all that such attorneys lawfully do or cause to be done by virtue hereof provided the same is performed in a commercially reasonable mannerhereof. The power of attorney granted hereunder is a power coupled with an interest and shall be irrevocable until the Obligations are indefeasibly paid in full in cash and this Agreement is terminated in accordance with pursuant to Section 4.12 5.10 hereof. Each Debtor Grantor also authorizes the Secured PartyCollateral Agent, at any time from and after the occurrence and during the continuation of any Event of Default, (x) to communicate in its own name with any party to any Contract with regard to the assignment of the right, title and interest of such Debtor Grantor in and under the Contracts hereunder and other matters relating thereto and (y) to execute, in connection with any sale of Collateral provided for in Section 4.6 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.

Attorney-in-Fact. Each Debtor hereby irrevocably constitutes and appoints the Secured PartyCollateral Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Debtor and in the name of such Debtor or in its own name, from time to time in the discretion of the Secured PartyCollateral Agent, 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 desirable to perfect or protect any security interest granted hereunder, to maintain the perfection or priority of any security interest granted hereunder, or to otherwise accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, hereby gives the Secured Party Collateral Agent the power and right, on behalf of such Debtor, without notice to or assent by such Debtor (to the extent permitted by applicable law), to do the following: (a) 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 of this Agreement; (b) upon the occurrence and during the continuation of an Event of Default, to ask, demand, collect, receive and give acquittance and receipts for any and all moneys due and to become due under any Collateral and, in the name of such Debtor 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 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 Secured Party Parties for the purpose of collecting any and all such moneys due under any 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 Secured Party Parties for the purpose of collecting any and all such moneys due under any Collateral whenever payable; (c) to pay or discharge charges or liens levied or placed on or threatened against the Collateral, to effect any insurance called for by the terms of this Agreement and to pay all or any part of the premiums therefor; (d) upon the occurrence and during the continuation of an Event of Default, to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due, and to become due thereunder, directly to the Secured Party Parties or as the Secured Party Parties shall direct, and to receive payment of and receipt for any and all moneys, claims and other amounts due, and to become due at any time, in respect of or arising out of any Collateral; (e) upon the occurrence and during the continuation of an Event of Default, to sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts and other Documents constituting or relating to the Collateral; (f) upon the occurrence and during the continuation of an Event of Default, 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; (g) upon the occurrence and during the continuation of an Event of Default, to defend any suit, action or proceeding brought against a Debtor with respect to any Collateral; (h) upon the occurrence and during the continuation of an Event of Default, to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Secured Party Parties may deem appropriate; (i) to the extent that a Debtor’s authorization given in Section 4.1(b) of this Agreement is not sufficient to file such financing statements with respect to this Agreement, with or without such Debtor’s signature, or to file a photocopy of this Agreement in substitution for a financing statement, as the Secured Party Parties may deem appropriate and to execute in such Debtor▇▇▇▇▇▇’s name such financing statements and amendments thereto and continuation statements which may require such Debtor’s signature; (j) upon the occurrence and during the continuation of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Secured Party Parties were the absolute owners thereof for all purposes; and (k) to do, at the Secured Party’s Parties option and at such Debtor’s expense, at any time, or from time to time, all acts and things which the Secured Party Parties reasonably deems necessary to protect or preserve or, upon the occurrence and during the continuation of an Event of Default, realize upon the Collateral and the Secured Party’s Parties’ lien therein, in order to effect the intent of this Agreement, all as fully and effectively as such Debtor might do. Each Debtor hereby ratifies, to the extent permitted by law, all that such attorneys lawfully do or cause to be done by virtue hereof provided the same is performed in a commercially reasonable manner. The power of attorney granted hereunder is a power coupled with an interest and shall be irrevocable until the Obligations are indefeasibly paid in full in cash and this Agreement is terminated in accordance with Section 4.12 12 hereof. Each Debtor also authorizes the Secured PartyParties, at any time from and after the occurrence and during the continuation of any Event of Default, (x) to communicate in its own name with any party to any Contract with regard to the assignment of the right, title and interest of such Debtor in and under the Contracts hereunder and other matters relating thereto and (y) to execute, in connection with any sale of Collateral provided for in Section 4.6 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.

Attorney-in-Fact. Each Debtor hereby irrevocably constitutes and appoints the Secured Party, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Debtor and in the name of such Debtor or in its own name, from time to time time, after the occurrence and during the continuance of an Event of Default, in the discretion 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 and deliver any and all documents and instruments which may be necessary or desirable to perfect or protect any security interest granted hereunder, to maintain the perfection or priority of any security interest granted hereunder, or to otherwise accomplish the purposes of this Agreement, Agreement and, without limiting the generality of the foregoing, hereby gives the Secured Party the power and right, on behalf of such Debtor, without notice to or assent by such Debtor (to the extent permitted by applicable law)Debtor, to do the following: (a) 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 of this Agreement; (b) following upon the occurrence and during the continuation of an any Event of Default, : (a) to ask, demand, collect, receive and give acquittance and receipts for any and all moneys due and to become due under any Collateral and, in the name of such Debtor 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 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 Secured Party for the purpose of collecting any and all such moneys due under any 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 Secured Party for the purpose of collecting any and all such moneys due under any Collateral whenever payable;; Panther Security Agreement (cb) to pay or discharge charges or liens levied or placed on or threatened against the CollateralCollateral (other than the Permitted Liens), to effect any insurance called for by the terms of this Agreement and to pay all or any part of the premiums therefor; (dc) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due, and to become due thereunder, directly to the Secured Party or as the Secured Party shall direct, and to receive payment of and receipt for any and all moneys, claims and other amounts due, and to become due at any time, in respect of or arising out of any Collateral; (ed) upon the occurrence and during the continuation of an Event of Default, to sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts and other Documents constituting or relating to the Collateral; (fe) upon the occurrence and during the continuation of an Event of Default, 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; (gf) upon the occurrence and during the continuation of an Event of Default, to defend any suit, action or proceeding brought against a Debtor with respect to any Collateral; (hg) upon the occurrence and during the continuation of an Event of Default, to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Secured Party may deem appropriate; (ih) to the extent that a Debtor’s authorization given in Section 4.1(b) of this Agreement is not sufficient sufficient, to file such financing statements with respect to this Agreement, with or without such Debtor’s signature, or to file a photocopy of this Agreement in substitution for a financing statement, as the Secured Party may deem appropriate appropriate, and to execute in such Debtor’s name such financing statements and amendments thereto and continuation statements which may require such Debtor’s signature;; and (ji) upon the occurrence and during the continuation of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Secured Party were the absolute owners thereof for all purposes; and (k) , and to do, at the Secured Party’s option and at such Debtor’s expense, at any time, or from time to time, all acts and things which the Secured Party reasonably deems necessary to protect protect, preserve or preserve or, upon the occurrence and during the continuation of an Event of Default, realize upon the Collateral and the Secured Party’s lien Lien therein, in order to effect the intent of this Agreement, all as fully and effectively as such Debtor might do. Each Debtor hereby ratifies, to the extent permitted by law, all that such attorneys lawfully do or cause to be done by virtue hereof provided the same is performed in a commercially reasonable mannerhereof. The power of attorney granted hereunder is a power coupled with an interest and shall be irrevocable until the Obligations Liabilities are indefeasibly paid in full in cash and this the Credit Agreement is terminated in accordance with Section 4.12 hereofterminated. Panther Security Agreement Each Debtor also authorizes the Secured Party, at any time from and after the occurrence and during the continuation of any Event of Default, (x) to communicate in its own name with any party to any Contract with regard to the assignment of the right, title and interest of such Debtor in and under the Contracts hereunder and other matters relating thereto and (y) to execute, in connection with any sale of Collateral provided for in Section 4.6 4.5 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.

Attorney-in-Fact. Each Debtor Guarantor hereby irrevocably constitutes and appoints Security Agent, acting for and on behalf of itself and all Secured Parties and each successor or assign of Security Agent and the Secured PartyParties, with full power of substitution, as its the true and lawful attorney-in-fact of Guarantor, with full irrevocable power and authority in the place and stead of such Debtor Guarantor and in the name of such Debtor Guarantor, Security Agent or in its own name, from time to time in the discretion 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 and deliver any and all documents and instruments which may be necessary or desirable to perfect or protect any security interest granted hereunder, to maintain the perfection or priority of any security interest granted hereunder, or to otherwise accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, hereby gives the Secured Party the power and right, on behalf of such Debtor, without notice to or assent by such Debtor (to the extent permitted by applicable law), to do the following: (a) 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 of this Agreement; (b) upon after the occurrence and during the continuation of an Event of Default, to enforce all rights, interests and remedies of Guarantor with respect to the Collateral, including the rights: (i) to ask, require, demand, collectreceive, receive compound and give acquittance and receipts for any and all moneys and claims for moneys due and to become due under or arising out of the Assigned Agreements or any Collateral andof the other Collateral, including any insurance policies; (ii) to elect remedies thereunder and to endorse any checks, documents or other instruments or orders in connection therewith; (iii) to give appropriate receipts, releases and satisfactions for and on behalf of and in the name of Guarantor or, at the option of Security Agent, in the name of such Debtor Security Agent, with the same force and effect as Guarantor could do if this Agreement had not been made; (iv) to file any claims or take any action or institute any proceedings in connection therewith which Security Agent may reasonably deem to be necessary or advisable; (v) to pay, settle or compromise all bills and claims which may be or become liens or security interests against any or all of the Collateral, or any part thereof, unless a bond or other security satisfactory to Security Agent has been provided; (vi) upon foreclosure, to do any and every act which Guarantor may do on its behalf with respect to the Collateral or any part thereof and to exercise any or all of Guarantor’s rights and remedies under any or all of the Assigned Agreements; (vii) to preserve the validity, perfection and priority of the liens granted by this Agreement; (viii) to, in the name of Guarantor or its own name name, or otherwise, to take possession of of, receive and endorse indorse and collect any checkscheck, draftsAccount, notesChattel Paper, acceptances draft, note, acceptance or other Instruments Instrument for the payment of moneys due under any Collateral and to file any claim Account or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Secured Party for the purpose of collecting any and all such moneys due under any 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 Secured Party for the purpose of collecting any and all such moneys due under any Collateral whenever payableGeneral Intangible; (cix) to execute, in connection with any sale or disposition of the Collateral under Section 6, any endorsements, assignments, bills of sale or other instruments of conveyance or transfer with respect to all or any part of the Collateral; (x) in the case of any Intellectual Property, to execute and deliver, and to have recorded, any agreement, instrument, document or paper as Security Agent may request to evidence Security Agent’s security interest in such Intellectual Property and the goodwill and General Intangibles of Guarantor relating thereto or represented thereby; (xi) to pay or discharge charges or taxes and liens levied or placed on or threatened against the Collateral, to effect any repair or pay or discharge any insurance called for by the terms of this Agreement and to pay (including all or any part of the premiums therefortherefor and the costs thereof); (dxii) to execute, in connection with any sale provided for in Section 6, any endorsement, assignment or other instrument of conveyance or transfer with respect to the Collateral; and (xiii) to (A) direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due, and due or to become due thereunder, thereunder directly to the Secured Party Security Agent or as the Secured Party Security Agent shall direct, (B) ask or demand for, collect, and to receive payment of and receipt for for, any and all moneys, claims and other amounts due, and due or to become due at any time, time in respect of or arising out of any Collateral; , (eC) upon the occurrence and during the continuation of an Event of Default, to sign and indorse any invoicesinvoice, freight or express bills▇▇▇▇, bills ▇▇▇▇ of lading, storage or warehouse receiptsreceipt, drafts draft against debtors, assignmentsassignment, verifications verification, notice and notices other document in connection with accounts and other Documents constituting or relating to the any Collateral; , (fD) upon the occurrence and during the continuation of an Event of Default, to commence and prosecute any suitssuit, actions action or proceedings proceeding at law or in equity in any court of competent jurisdiction to collect the any Collateral or any part thereof and to enforce any other right in respect of any Collateral; , (gE) upon the occurrence and during the continuation of an Event of Default, to defend any suit, action or proceeding brought against a Debtor Guarantor with respect to any Collateral; , (hF) upon the occurrence and during the continuation of an Event of Default, to settle, compromise or adjust any such suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Secured Party Security Agent may deem appropriate; , (iG) assign any Intellectual Property, to the extent that a Debtor’s authorization given in Section 4.1(b) of this Agreement is not sufficient to file assignable, throughout the world for such financing statements with respect to this Agreementterm or terms, with or without on such Debtor’s signatureconditions, or to file a photocopy of this Agreement in substitution for a financing statement, as the Secured Party may deem appropriate and to execute in such Debtor’s name manner as Security Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such financing statements assignment; and amendments thereto and continuation statements which may require such Debtor’s signature; (jH) upon the occurrence and during the continuation of an Event of Defaultgenerally, generally to sell, transfer, pledge, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Secured Party Security Agent were the absolute owners owner thereof for all purposes; and (k) to , and do, at the Secured PartySecurity Agent’s option and at such DebtorGuarantor’s expense, at any time, or from time to time, all acts and things which the Secured Party reasonably that Security Agent deems necessary to protect protect, preserve or preserve or, upon the occurrence and during the continuation of an Event of Default, realize upon the Collateral and Security Agent’s and the other Secured Party’s lien therein, in order Parties’ security interests therein and to effect the intent of this Agreement, all as fully and effectively as such Debtor Guarantor might do; provided, however, that Security Agent shall not exercise any such rights or remedies unless an Event of Default has occurred and is continuing. Each Debtor hereby ratifies, to the extent permitted by law, all that such attorneys lawfully do or cause to be done by virtue hereof provided the same is performed in a commercially reasonable manner. The This power of attorney granted hereunder is a power coupled with an interest and shall be irrevocable until the Obligations are indefeasibly paid in full in cash and this Agreement is terminated in accordance with Section 4.12 hereof. Each Debtor also authorizes the Secured Party, at any time from and after the occurrence and during the continuation of any Event of Default, (x) to communicate in its own name with any party to any Contract with regard to the assignment of the right, title and interest of such Debtor in and under the Contracts hereunder and other matters relating thereto and (y) to execute, in connection with any sale of Collateral provided for in Section 4.6 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateralirrevocable.

Attorney-in-Fact. Each Debtor hereby irrevocably constitutes and appoints the Secured PartyCollateral Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Debtor and in the name of such Debtor or in its own name, from time to time in the discretion of the Secured PartyCollateral Agent, 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 desirable to perfect or protect any security interest granted hereunder, to maintain the perfection or priority of any security interest granted hereunder, or to otherwise accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, hereby gives the Secured Party Collateral Agent the power and right, on behalf of such Debtor, without notice to or assent by such Debtor (to the extent permitted by applicable law), to do the following, upon the occurrence and during the continuation of an Event of Default under the Note: (a) 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 of this Agreement; (b) upon the occurrence and during the continuation of an Event of Default, to ask, demand, collect, receive and give acquittance and receipts for any and all moneys due and to become due under any Collateral and, in the name of such Debtor 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 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 Secured Party Parties for the purpose of collecting any and all such moneys due under any 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 Secured Party Parties for the purpose of collecting any and all such moneys due under any Collateral whenever payable; (c) to pay or discharge charges or liens levied or placed on or threatened against the Collateral, to effect any insurance called for by the terms of this Agreement and to pay all or any part of the premiums therefor; (d) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due, and to become due thereunder, directly to the Secured Party Parties or as the Secured Party Parties shall direct, and to receive payment of and receipt for any and all moneys, claims and other amounts due, and to become due at any time, in respect of or arising out of any Collateral; (e) upon the occurrence and during the continuation of an Event of Default, to sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts and other Documents constituting or relating to the Collateral; (f) upon the occurrence and during the continuation of an Event of Default, 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; (g) upon the occurrence and during the continuation of an Event of Default, to defend any suit, action or proceeding brought against a Debtor with respect to any Collateral; (h) upon the occurrence and during the continuation of an Event of Default, to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Secured Party Parties may deem appropriate; (i) to the extent that a Debtor’s authorization given in Section 4.1(b4.1(a) of this Agreement is not sufficient to file such financing statements with respect to this Agreement, with or without such Debtor’s signature, or to file a photocopy of this Agreement in substitution for a financing statement, as the Secured Party Parties may deem appropriate and to execute in such Debtor’s name such financing statements and amendments thereto and continuation statements which may require such Debtor’s signature; (j) upon the occurrence and during the continuation of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Secured Party Parties were the absolute owners thereof for all purposes; and (k) to do, at the Secured Party’s Parties option and at such Debtor’s expense, at any time, or from time to time, all acts and things which the Secured Party Parties reasonably deems necessary to protect or preserve or, upon the occurrence and during the continuation of an Event of Default, realize upon the Collateral and the Secured Party’s Parties’ lien therein, in order to effect the intent of this Agreement, all as fully and effectively as such Debtor might do. Each Debtor hereby ratifies, to the extent permitted by law, all that such attorneys lawfully do or cause to be done by virtue hereof provided the same is performed in a commercially reasonable manner. The power of attorney granted hereunder is a power coupled with an interest and shall be irrevocable until the Obligations are indefeasibly paid in full in cash and this Agreement is terminated in accordance with Section 4.12 hereof. Each Debtor also authorizes the Secured PartyParties, at any time from and after the occurrence and during the continuation of any Event of Default, (x) to communicate in its own name with any party to any Contract with regard to the assignment of the right, title and interest of such Debtor in and under the Contracts hereunder and other matters relating thereto and (y) to execute, in connection with any sale of Collateral provided for in Section 4.6 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.

Attorney-in-Fact. Each Debtor Grantor hereby irrevocably constitutes and appoints the Secured PartyAdministrative Agent as such Grantor’s attorney-in-fact, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in to do each of the place and stead of such Debtor and following in the name of such Debtor Grantor and on its own behalf or in its own name, from time to time in the discretion name of the Secured PartyAdministrative Agent or otherwise, for the purpose use and benefit of carrying out Administrative Agent, but at the terms of this Agreement, to take any cost and all appropriate action and to execute and deliver any and all documents and instruments which may be necessary or desirable to perfect or protect any security interest granted hereunder, to maintain the perfection or priority of any security interest granted hereunder, or to otherwise accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, hereby gives the Secured Party the power and right, on behalf expense of such DebtorGrantor, and without notice to or assent by such Debtor (to the extent permitted by applicable law), to do the followingGrantor: (a) sign or authorize financing statements, continuation statements or other recordable documents reasonably necessary 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 provide notice of the purposes of this Agreementsecurity interest granted herein in the applicable public records; (b) upon following the occurrence and during the continuation of an Event of Default, notify the debtors or other party(ies) obligated under any of the Accounts, Chattel Paper or General Intangibles to askmake payments thereon directly to Administrative Agent, demand, collect, receive and give acquittance and receipts for any and all moneys due and to become due under take control of the cash and non-cash proceeds of any Collateral and, in the name of such Debtor 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 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 Secured Party for the purpose of collecting any and all such moneys due under any 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 Secured Party for the purpose of collecting any and all such moneys due under any Collateral whenever payableCollateral; (c) to pay compromise, extend, or discharge charges renew any of the Collateral or liens levied deal with the same as it may deem advisable; (d) release, make exchanges, substitutions, or placed on or threatened against the Collateral, to effect any insurance called for by the terms of this Agreement and to pay surrender all or any part of the premiums therefor; (d) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due, and to become due thereunder, directly to the Secured Party or as the Secured Party shall direct, and to receive payment of and receipt for any and all moneys, claims and other amounts due, and to become due at any time, in respect of or arising out of any Collateral;; 82956925 (e) upon following the occurrence and during the continuation of an Event of Default, to sign remove from Grantor’s places of business all books, records, ledger sheets, correspondence, invoices and indorse any invoicesdocuments, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts and other Documents constituting or relating to or evidencing any of the Collateral or without cost or expense to Administrative Agent, make such use of Grantor’s place(s) of business as may be reasonably necessary to administer, control and collect the Collateral; (f) upon following the occurrence and during the continuation of an Event of Default, repair, alter or supply goods, if any, necessary to commence and prosecute any suits, actions or proceedings at law fulfill in whole or in equity in any court of competent jurisdiction to collect part the Collateral or any part thereof and to enforce any other right in respect purchase order of any CollateralAccount Debtor; (g) upon demand, collect receipt for, and give renewals, extensions, discharges and releases of, any of the Collateral; (h) following the occurrence and during the continuation of an Event of Default, institute and prosecute legal and equitable proceedings to defend enforce collection of, or realize upon, any suitof the Collateral; (i) settle, action renew, extend, compromise, compound, exchange or proceeding brought against a Debtor adjust claims with respect to any Collateralof the Collateral or any legal proceedings brought with respect thereto; (hj) upon following the occurrence and during the continuation of an Event of Default, endorse the name of Grantor upon any items of payment relating to settle, compromise the Collateral or adjust upon any suit, action or proceeding described above and, proof of claim in connection therewith, to give such discharges or releases as the Secured Party may deem appropriatebankruptcy against an Account Debtor; (ik) to the extent that a Debtor’s authorization given in Section 4.1(b) of this Agreement is not sufficient to file such financing statements with respect to this Agreement, with or without such Debtor’s signature, or to file a photocopy of this Agreement in substitution for a financing statement, as the Secured Party may deem appropriate and to execute in such Debtor’s name such financing statements and amendments thereto and continuation statements which may require such Debtor’s signature; (j) upon following the occurrence and during the continuation of an Event of Default, generally institute and prosecute legal and equitable proceedings to sell, transfer, pledge, make any agreement with respect to or otherwise deal with reclaim any of the Collateral as fully and completely as though the Secured Party were the absolute owners thereof for all purposes; andgoods sold to any debtor obligated on an Account, Chattel Paper, or General Intangible at a time when such debtor was insolvent; (kl) to do, at the Secured Party’s option and at such Debtor’s expense, at any time, or from time to time, all acts and things which the Secured Party reasonably deems necessary to protect or preserve or, upon following the occurrence and during the continuation of an Event of Default, realize upon receive and open all mail addressed to Grantor and notify the Collateral postal authorities to change the addresses for the delivery of mail to Grantor to such addresses as Administrative Agent may designate; and (m) following the occurrence of an Event of Default, execute and deliver on behalf of Grantor one or more instruments of assignment of the Secured Party’s lien thereinIntellectual Property (or application, letters patent or recording relating thereto), in order to effect the intent of this Agreementform suitable for filing, all as fully and effectively as such Debtor might do. Each Debtor hereby ratifies, to the extent permitted by law, all that such attorneys lawfully do recording or cause to be done by virtue hereof provided the same is performed in a commercially reasonable mannerregistration. The power of attorney granted hereunder is a power foregoing powers are coupled with an interest and shall are irrevocable so long as any monetary Obligations remain outstanding. This appointment may be irrevocable until the Obligations are indefeasibly paid in full in cash and this Agreement is terminated in accordance with Section 4.12 hereof. Each Debtor also authorizes the Secured Party, at discharged by any time from and after the occurrence and during the continuation of any Event of Default, (x) to communicate in its own name with any party to any Contract with regard to the assignment of the right, title and interest officer or attorney of such Debtor in and under the Contracts hereunder and other matters relating thereto and (y) to execute, in connection with any sale of Collateral provided for in Section 4.6 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateralattorney-in-fact.

Attorney-in-Fact. Each Debtor hereby irrevocably constitutes and appoints the Secured Party, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Debtor and in the name of such Debtor or in its own name, from time to time in the discretion 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 and deliver any and all documents and instruments which may be necessary or desirable to perfect or protect any security interest granted hereunder, hereunder or to maintain the perfection or priority of any security interest granted hereunder, or to otherwise accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, hereby gives the Secured Party the power and right, on behalf of such Debtor, without notice to or assent by such Debtor (to the extent permitted by applicable law)Debtor, to do the followingfollowing upon the occurrence and during the continuation of any Event of Default or Triggering Event: (a) 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 of this Agreement; (b) upon the occurrence and during the continuation of an Event of Default, to ask, demand, collect, receive and give acquittance and receipts for any and all moneys due and to become due under any Collateral and, in the name of such Debtor 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 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 Secured Party for the purpose of collecting any and all such moneys due under any 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 Secured Party for the purpose of collecting any and all such moneys due under any Collateral whenever payable; (c) to pay or discharge charges or liens levied or placed on or threatened against the Collateral, to effect any insurance called for by the terms of this Agreement and to pay all or any part of the premiums therefor; (d) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due, and to become due thereunder, directly to the Secured Party or as the Secured Party shall direct, and to receive payment of and receipt for any and all moneys, claims and other amounts due, and to become due at any time, in respect of or arising out of any Collateral; (e) upon the occurrence and during the continuation of an Event of Default, to sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts and other Documents constituting or relating to the Collateral; (f) upon the occurrence and during the continuation of an Event of Default, 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; (g) upon the occurrence and during the continuation of an Event of Default, to defend any suit, action or proceeding brought against a Debtor with respect to any Collateral; (h) upon the occurrence and during the continuation of an Event of Default, to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Secured Party may deem appropriate; (i) to the extent that a Debtor’s 's authorization given in Section 4.1(b) of this Agreement is not sufficient to file such financing statements with respect to this Agreement, with or without such Debtor’s 's signature, or to file a photocopy of this Agreement in substitution for a financing statement, as the Secured Party may deem appropriate and to execute in such Debtor’s 's name such financing statements and amendments thereto and continuation statements which may require such Debtor’s 's signature;; and (j) upon the occurrence and during the continuation of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Secured Party were the absolute owners thereof for all purposes; and (k) , and to do, at the Secured Party’s 's option and at such Debtor’s 's expense, at any time, or from time to time, all acts and things which the Secured Party reasonably deems necessary to protect protect, preserve or preserve or, upon the occurrence and during the continuation of an Event of Default, realize upon the Collateral and the Secured Party’s 's lien therein, in order to effect the intent of this Agreement, all as fully and effectively as such Debtor might do. Each Debtor hereby ratifies, to the extent permitted by law, all that such attorneys lawfully do or cause to be done by virtue hereof provided the same is performed in a commercially reasonable mannerhereof. The power of attorney granted hereunder is a power coupled with an interest and shall be irrevocable until the Obligations Liabilities are indefeasibly paid in full in cash and this Agreement is terminated in accordance with Section 4.12 hereof. Each Debtor also authorizes the Secured Party, at any time from and after the occurrence and during the continuation of any Event of DefaultDefault or Triggering Event, (x) to communicate in its own name with any party to any Contract with regard to the assignment of the right, title and interest of such Debtor in and under the Contracts hereunder and other matters relating thereto and (y) to execute, in connection with any sale of Collateral provided for in Section 4.6 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.

Attorney-in-Fact. Each Debtor hereby irrevocably constitutes nominates and appoints the Secured Party, with full power of substitution, Party as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Debtor and in the name of such Debtor or in its own name, from time to time in the discretion 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 and deliver any and all documents and instruments which may be necessary or desirable to perfect or protect any security interest granted hereunder, to maintain the perfection or priority of any security interest granted hereunder, or to otherwise accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, hereby gives the Secured Party the power and right, on behalf of such Debtor, without notice to or assent by such Debtor (to the extent permitted by applicable law), to do the following: following purposes: (a) to take any do all acts and all appropriate action and to execute and deliver any and all documents and instruments things which Secured Party may be deem necessary or desirable advisable to accomplish perfect, and continue perfected, the purposes security interests created by this Agreement and, upon the occurrence and during the continuance of this Agreement; an Event of Default, to preserve, process, develop, maintain and protect the Collateral; (b) upon the occurrence and during the continuation continuance of an Event of Default, to ask, demand, collect, receive and give acquittance and receipts for do any and all moneys due every act which Debtor is obligated to do under this Agreement, at the expense of the Debtor, and without any obligation to become due under any Collateral anddo so; (c) to prepare, sign, file and/or record, for Debtor, in the name of such Debtor the Debtor, any financing statement, application for registration, or its own name or otherwiselike paper, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other Instruments for the payment of moneys due under any 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 Secured Party for necessary or desirable in order to perfect or maintain perfected the purpose of collecting any security interests granted hereby; and all such moneys due under any 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 Secured Party for the purpose of collecting any and all such moneys due under any Collateral whenever payable; (c) to pay or discharge charges or liens levied or placed on or threatened against the Collateral, to effect any insurance called for by the terms of this Agreement and to pay all or any part of the premiums therefor; (d) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due, and to become due thereunder, directly to the Secured Party or as the Secured Party shall direct, and to receive payment of and receipt for any and all moneys, claims and other amounts due, and to become due at any time, in respect of or arising out of any Collateral; (e) upon the occurrence and during the continuation continuance of an Event of Default, to sign execute any and indorse all papers and instruments and do all other things necessary or desirable to preserve and protect the Collateral and to protect Secured Party’s security interests therein; provided, however, that Secured Party shall be under no obligation whatsoever to take any invoicesof the foregoing actions, freight and, absent bad faith or express billsactual malice, bills Secured Party shall have no liability or responsibility for any act taken or omission with respect thereto. Debtor hereby consents and agrees that, where applicable, the issuers of, the obligors on, or the parties to any of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts and other Documents constituting or relating to the Collateral; (f) upon , shall be entitled to accept the occurrence and during provisions of this Agreement as conclusive evidence of the continuation right of an Event of Default, Secured Party to commence and prosecute effect any suits, actions transfer or proceedings at law exercise any right hereunder 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; (g) upon the occurrence and during the continuation of an Event of Default, to defend any suit, action or proceeding brought against a Debtor with respect to any such Collateral; (h) upon the occurrence and during the continuation of an Event of Default, to settle, compromise notwithstanding any other notice or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Secured Party may deem appropriate; (i) direction to the extent that a Debtor’s authorization contrary heretofore or hereafter given in Section 4.1(b) of this Agreement is not sufficient by Debtor or any other Person to file such financing statements with respect to this Agreementissuers, with obligors or without such Debtor’s signature, or to file a photocopy of this Agreement in substitution for a financing statement, as the Secured Party may deem appropriate and to execute in such Debtor’s name such financing statements and amendments thereto and continuation statements which may require such Debtor’s signature; (j) upon the occurrence and during the continuation of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Secured Party were the absolute owners thereof for all purposes; and (k) to do, at the Secured Party’s option and at such Debtor’s expense, at any time, or from time to time, all acts and things which the Secured Party reasonably deems necessary to protect or preserve or, upon the occurrence and during the continuation of an Event of Default, realize upon the Collateral and the Secured Party’s lien therein, in order to effect the intent of this Agreement, all as fully and effectively as such Debtor might do. Each Debtor hereby ratifies, to the extent permitted by law, all that such attorneys lawfully do or cause to be done by virtue hereof provided the same is performed in a commercially reasonable manner. The power of attorney granted hereunder is a power coupled with an interest and shall be irrevocable until the Obligations are indefeasibly paid in full in cash and this Agreement is terminated in accordance with Section 4.12 hereof. Each Debtor also authorizes the Secured Party, at any time from and after the occurrence and during the continuation of any Event of Default, (x) to communicate in its own name with any party to any Contract with regard to the assignment of the right, title and interest of such Debtor in and under the Contracts hereunder and other matters relating thereto and (y) to execute, in connection with any sale of Collateral provided for in Section 4.6 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateralparties.

Attorney-in-Fact. Each Debtor The Pledgee is hereby irrevocably constitutes and appoints appointed the Secured Party, with full power of substitution, as its true and lawful ---------------- attorney-in-fact with full irrevocable power and authority in the place and stead of such Debtor and in the name of such Debtor or in its own name, from time to time in the discretion of the Secured PartyPledgor, for the purpose sole use and benefit of carrying out the Pledgee at the expense of the Pledgor, to the extent permitted by law: (i) for any period not a Default Period, to sign documents and take any other actions to perfect, promote and protect its security interest in the Pledged Stock consistent with the terms of this Agreement; and (ii) during a Default Period, to carry out the provisions of this Agreement and take any and all appropriate action and to execute and deliver any and all documents and instruments which the Pledgee may be reasonably deem necessary or desirable advisable to perfect or protect any security interest granted hereunder, to maintain the perfection or priority of any security interest granted hereunder, or to otherwise accomplish the purposes hereof. The appointment of this Agreement, and, without the Pledgee as attorney-in-fact is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, hereby gives during a Default Period, the Secured Party Pledgee shall have the right and power and right, on behalf with respect to all or any of such Debtor, without notice to or assent by such Debtor the Pledged Stock (to the extent permitted by applicable law), to do the following: (ai) to take exercise any and all appropriate action and election pursuant to execute and deliver any and all documents and instruments which may be necessary or desirable Section 338(h)(10) of the Code, (ii) to accomplish the purposes of this Agreement; (b) upon the occurrence and during the continuation of an Event of Defaultdemand, to ask, demand▇▇▇ for, collect, receive and give acquittance and receipts for any and all moneys monies due and or to become due under upon or by virtue thereof, (iii) to settle, compromise, compound, prosecute or defend any Collateral and, in the name of such Debtor 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 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 Secured Party for the purpose of collecting any and all such moneys due under any 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 Secured Party for the purpose of collecting any and all such moneys due under any Collateral whenever payable; (c) to pay or discharge charges or liens levied or placed on or threatened against the Collateral, to effect any insurance called for by the terms of this Agreement and to pay all or any part of the premiums therefor; (d) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due, and to become due thereunder, directly to the Secured Party or as the Secured Party shall direct, and to receive payment of and receipt for any and all moneys, claims and other amounts due, and to become due at any time, in respect of or arising out of any Collateral; (e) upon the occurrence and during the continuation of an Event of Default, to sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts and other Documents constituting or relating to the Collateral; (f) upon the occurrence and during the continuation of an Event of Default, 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; (g) upon the occurrence and during the continuation of an Event of Default, to defend any suit, action or proceeding brought against a Debtor with respect to any Collateral; thereto, (hiv) upon the occurrence and during the continuation of an Event of Default, to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Secured Party may deem appropriate; (i) to the extent that a Debtor’s authorization given in Section 4.1(b) of this Agreement is not sufficient to file such financing statements with respect to this Agreement, with or without such Debtor’s signature, or to file a photocopy of this Agreement in substitution for a financing statement, as the Secured Party may deem appropriate and to execute in such Debtor’s name such financing statements and amendments thereto and continuation statements which may require such Debtor’s signature; (j) upon the occurrence and during the continuation of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to assign or otherwise deal in or with the same or the proceeds or avails thereof, as fully and effectually as if the agent were the absolute owner thereof, and (v) to extend the time of payment of any or all thereof and to make any allowance and other adjustments with references thereto; provided that the Pledgee as attorney-in- -------- fact or its agent shall give the Pledgor such period of notice as is required by law of the time and place of any sale or other intended disposition of any of the Collateral as fully and completely as though the Secured Party were the absolute owners thereof for all purposes; and (k) to do, at the Secured Party’s option and at such Debtor’s expense, at any time, or from time to time, all acts and things which the Secured Party reasonably deems necessary to protect or preserve or, upon the occurrence and during the continuation of an Event of Default, realize upon the Collateral and the Secured Party’s lien therein, in order to effect the intent of this Agreement, all as fully and effectively as such Debtor might do. Each Debtor hereby ratifies, to the extent permitted by law, all that such attorneys lawfully do or cause to be done by virtue hereof provided the same is performed in a commercially reasonable manner. The power of attorney granted hereunder is a power coupled with an interest and shall be irrevocable until the Obligations are indefeasibly paid in full in cash and this Agreement is terminated in accordance with Section 4.12 hereof. Each Debtor also authorizes the Secured Party, at any time from and after the occurrence and during the continuation of any Event of Default, (x) to communicate in its own name with any party to any Contract with regard to the assignment of the right, title and interest of such Debtor in and under the Contracts hereunder and other matters relating thereto and (y) to execute, in connection with any sale of Collateral provided for in Section 4.6 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the CollateralPledged Stock.

Attorney-in-Fact. Each Debtor hereby irrevocably constitutes and appoints the Secured Party, with full power of substitution, as its true and lawful attorney-in-fact attorney‑in‑fact with full irrevocable power and authority in the place and stead of such Debtor and in the name of such Debtor or in its own name, from time to time in the discretion 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 and deliver any and all documents and instruments which may be necessary or desirable to perfect or protect any security interest granted hereunder, to maintain the perfection or priority of any security interest granted hereunder, or to otherwise accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, hereby gives the Secured Party the power and right, on behalf of such Debtor, without notice to or assent by such Debtor (to the extent permitted by applicable law), to do the following: (a) 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 of this Agreement; (b) upon the occurrence and during the continuation of an Event of Default, to ask, demand, collect, receive and give acquittance and receipts for any and all moneys due and to become due under any Collateral and, in the name of such Debtor 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 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 Secured Party for the purpose of collecting any and all such moneys due under any 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 Secured Party for the purpose of collecting any and all such moneys due under any Collateral whenever payable; (c) to pay or discharge charges or liens levied or placed on or threatened against the Collateral, to effect any insurance called for by the terms of this Agreement and to pay all or any part of the premiums therefor; (d) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due, and to become due thereunder, directly to the Secured Party or as the Secured Party shall direct, and to receive payment of and receipt for any and all moneys, claims and other amounts due, and to become due at any time, in respect of or arising out of any Collateral; (e) upon the occurrence and during the continuation of an Event of Default, to sign and indorse endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts and other Documents constituting or relating to the Collateral; (f) upon the occurrence and during the continuation of an Event of Default, 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; (g) upon the occurrence and during the continuation of an Event of Default, to defend any suit, action or proceeding brought against a Debtor with respect to any Collateral; (h) upon the occurrence and during the continuation of an Event of Default, to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Secured Party may deem appropriate; (i) to the extent that a Debtor’s authorization given in Section 4.1(b) of this Agreement is not sufficient to file such financing statements with respect to this Agreement, with or without such Debtor’s signature, or to file a photocopy of this Agreement in substitution for a financing statement, as the Secured Party may deem appropriate and to execute in such Debtor’s name such financing statements and amendments thereto and continuation statements which may require such Debtor’s signature; (j) upon the occurrence and during the continuation of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Secured Party were the absolute owners thereof for all purposes; and (k) to do, at the Secured Party’s option and at such Debtor’s expense, at any time, or from time to time, all acts and things which the Secured Party reasonably deems necessary to protect or preserve or, upon the occurrence and during the continuation of an Event of Default, realize upon the Collateral and the Secured Party’s lien therein, in order to effect the intent of this Agreement, all as fully and effectively as such Debtor might do. Each Debtor hereby ratifies, to the extent permitted by law, all that such attorneys lawfully do or cause to be done by virtue hereof provided the same is performed in a commercially reasonable manner. The power of attorney granted hereunder is a power coupled with an interest and shall be irrevocable until the Obligations are indefeasibly paid in full in cash and this Agreement is terminated in accordance with Section 4.12 hereof. Each Debtor also authorizes the Secured Party, at any time from and after the occurrence and during the continuation of any Event of Default, (x) to communicate in its own name with any party to any Contract with regard to the assignment of the right, title and interest of such Debtor in and under the Contracts hereunder and other matters relating thereto and (y) to execute, in connection with any sale of Collateral provided for in Section 4.6 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.

Attorney-in-Fact. Each Debtor 6 BORROWER SECURITY AGREEMENT (a) Subject to Borrower’s rights under Section 2.06 through Section 2.09, Borrower hereby irrevocably constitutes and appoints the Secured PartyLender and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact fact, effective as of the date of this Agreement and terminating upon the release of the Collateral pursuant to Section 2.11, with full irrevocable power and authority in the place and stead of such Debtor Borrower and in the name of such Debtor Borrower or in its own name, from time to time in the discretion 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 and deliver any and all documents and instruments which document or instrument that may be necessary or desirable to perfect or protect any security interest granted hereunderpreserve the validity, to maintain the perfection or and priority of any security interest the Liens granted hereunder, or to otherwise accomplish the purposes of by this Agreement, Agreement and, without limiting upon the generality occurrence and during the continuation of the foregoingany Event of Default with respect to Borrower, hereby gives the Secured Party the power and right, on behalf of such Debtor, without notice to or assent by such Debtor (to the extent permitted by applicable law), to do the following: (ai) to take any and all appropriate action and to execute and deliver any and all documents and instruments which document or instrument that may be necessary or desirable to accomplish the purposes of this Agreement (including taking action under any Consent) and (ii) to exercise its rights, remedies, powers and privileges under this Agreement; (b) . This appointment as attorney-in-fact is irrevocable and coupled with an interest until this Agreement is terminated pursuant to Section 2.11. Without limiting the generality of the foregoing, Borrower hereby gives Lender the power and right, on behalf of Borrower, without notice to or assent by Borrower, upon the occurrence and during the continuation of an any Event of Default, Default with respect to Borrower (i) to ask, demand, collect, ▇▇▇ for, recover, receive and give acquittance receipt and receipts discharge for any and all moneys amounts due and to become due under and in respect of all or any Collateral andpart of the Collateral, (ii) to, in the name of such Debtor Borrower or its own name name, or otherwise, to take possession of of, receive and endorse indorse and collect any checkscheck, draftsAccount, notesChattel Paper, acceptances draft, note, acceptance or other Instruments Instrument for the payment of moneys due under any Collateral and Account or General Intangible in respect of all or any part of the Collateral, (iii) to file any claim claims or to take any other action or proceeding in any court of law that Lender may deem necessary or equity or otherwise deemed appropriate by the Secured Party advisable for the purpose collection of collecting all or any and all such moneys due under any Collateral whenever payable and to file any claim or to take any other action or proceeding in any court part of law or equity or otherwise deemed appropriate by the Secured Party for the purpose of collecting any and all such moneys due under any Collateral whenever payable; Collateral, (civ) to execute, in connection with any sale or disposition of the Collateral under Article V, any endorsements, assignments, bills of sale or other instruments of conveyance or transfer with respect to all or any part of Collateral, (v) subject to all conditions, restrictions and prohibitions applicable pursuant to the terms and conditions by which Borrower acquired, licensed, acquires or licenses any of its Intellectual Property, in the case of any Intellectual Property, execute and deliver, and have recorded, any agreement, instrument, document or paper as Lender may request to evidence Lender’s security interest in such Intellectual Property and the goodwill and General Intangibles of Borrower relating thereto or represented thereby, (vi) pay or discharge charges or liens taxes and Liens levied or placed on or threatened against the Collateral, to effect any repair or pay or discharge any insurance called for by the terms of this Agreement and to pay (including all or any part of the premiums therefor; therefor and the costs thereof), (dvii) execute, in connection with any sale provided for in Article V, any endorsement, assignment or other instrument of conveyance or transfer with respect to the Collateral; and (viii) (A) direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due, and due or to become due thereunder, thereunder directly to the Secured Party Lender or as the Secured Party Lender shall direct, (B) ask or demand for, collect, and to receive payment of and receipt for for, any and all moneys, claims and other amounts due, and due or to become due at any time, time in respect of or arising out of any Collateral; , (eC) upon the occurrence and during the continuation of an Event of Default, to sign and indorse any invoicesinvoice, freight or express bills▇▇▇▇, bills ▇▇▇▇ of lading, storage or warehouse receiptsreceipt, drafts draft against debtors, assignmentsassignment, verifications verification, notice and notices other document in connection with accounts and other Documents constituting or relating to the any Collateral; , (fD) upon the occurrence and during the continuation of an Event of Default, to commence and prosecute any suitssuit, actions action or proceedings proceeding at law or in equity in any court of competent jurisdiction to collect the any Collateral or any part thereof and to enforce any other right 7 BORROWER SECURITY AGREEMENT in respect of any Collateral; , (gE) upon the occurrence and during the continuation of an Event of Default, to defend any suit, action or proceeding brought against a Debtor Borrower with respect to any Collateral; , (hF) upon the occurrence and during the continuation of an Event of Default, to settle, compromise or adjust any such suit, action or proceeding described above in respect of or arising out of any Collateral and, in connection therewith, to give such discharges or releases as the Secured Party Lender may deem appropriate; , (iG) subject to all conditions, restrictions and prohibitions applicable pursuant to the extent that a Debtor’s authorization given in Section 4.1(bterms and conditions by which Borrower acquired, licensed, acquires or licenses any of its Intellectual Property, assign any Copyright, Patent or Trademark (along with the goodwill of the business to which any such Trademark pertains) of this Agreement is not sufficient to file throughout the world for such financing statements with respect to this Agreementterm or terms, with or without on such Debtor’s signatureconditions, or to file a photocopy of this Agreement in substitution for a financing statement, as the Secured Party may deem appropriate and to execute in such Debtor’s name manner as Lender shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such financing statements assignment, and amendments thereto and continuation statements which may require such Debtor’s signature; (jH) upon the occurrence and during the continuation of an Event of Defaultgenerally, generally to sell, transfer, pledge, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Secured Party Lender were the absolute owners owner thereof for all purposes; and (k) to , and do, at the Secured PartyLender’s option and at such DebtorBorrower’s expense, at any time, or from time to time, all acts and things which the Secured Party reasonably that Lender deems necessary to protect protect, preserve or preserve or, upon the occurrence and during the continuation of an Event of Default, realize upon the Collateral and the Secured PartyLender’s lien therein, in order security interests therein and to effect the intent of this Agreement, all as fully and effectively as such Debtor Borrower might do. Each Debtor . (b) Without limiting the rights and powers of Lender under Section 2.05(a), Borrower hereby ratifiesappoints Lender as its attorney-in-fact, effective the date of this Agreement and terminating upon the release of the Collateral pursuant to Section 2.11, for the extent permitted purpose of (i) executing on behalf of Borrower title or ownership applications for filing with appropriate state agencies to enable Motor Vehicles now owned or in the future acquired by law, all that such attorneys lawfully do or cause Borrower to be done by virtue hereof provided retitled and Lender to be listed as lienholder as to those Motor Vehicles, (ii) filing such applications with such state agencies, and (iii) executing such other documents and instruments on behalf of, and taking such other action in the same is performed in a commercially reasonable manner. The power name of, Borrower as Lender may deem necessary or advisable to accomplish the purposes of attorney granted hereunder is a power coupled with an interest and shall be irrevocable until the Obligations are indefeasibly paid in full in cash and this Agreement is terminated to create in accordance with Section 4.12 hereof. Each Debtor also authorizes favor of Lender a perfected Lien on the Secured PartyMotor Vehicles and, at any time from and after upon the occurrence and during the continuation of any Event of DefaultDefault with respect to Borrower, exercising the rights, remedies, powers and privileges of Lender under Section 5.01. This appointment as attorney-in-fact is irrevocable and coupled with an interest. (xc) to communicate in Without limiting the rights and powers of Lender under Section 2.05(a), Borrower hereby appoints Lender as its own name with any party to any Contract with regard to attorney-in-fact, effective the assignment date of this Agreement and terminating upon the release of the rightCollateral pursuant to Section 2.11, title at Lender’s option, but without any obligation so to do, for the purpose of performing, executing, and interest of filing all such Debtor in and under the Contracts hereunder contracts, agreements and other matters relating thereto documents as are contemplated by Section 2.04(b). This appointment as attorney-in-fact is irrevocable and coupled with an interest until this Agreement is terminated pursuant to Section 2.11. (yd) The expenses of Lender incurred at any time during which an Event of Default with respect to execute, Borrower has occurred and is continuing in connection with any sale actions undertaken as provided in this Section 2.05, shall be payable by Borrower to Lender within three (3) Business Days of Collateral provided for in Section 4.6 hereof, any endorsements, assignments or other instruments demand therefor and shall constitute Obligations of conveyance or transfer with respect to Borrower and be secured by the CollateralLiens granted by this Agreement.

Attorney-in-Fact. Each Without limiting any rights or powers granted by this Agreement to the Administrative Agent while no Event of Default has occurred and is continuing, upon the occurrence and during the continuance of any Event of Default, the Debtor hereby irrevocably constitutes and appoints the Secured Party, with full power of substitution, Administrative Agent as its true and lawful the attorney-in-fact with full irrevocable power and authority in the place and stead of such Debtor and in the name of such Debtor or in its own name, from time to time in the discretion of the Secured Party, for the purpose of carrying out the terms provisions of this Agreement, to take Article VI and taking any and all appropriate action and to execute and deliver executing any and all documents and instruments which that the Administrative Agent may be deem necessary or desirable to perfect or protect any security interest granted hereunder, to maintain the perfection or priority of any security interest granted hereunder, or to otherwise accomplish the purposes of this Agreementhereof, and, without which appointment as attorney-in-fact is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, hereby gives so long as the Secured Party Administrative Agent shall be entitled under this Article VI to make collections in respect of the power Collateral, the Administrative Agent shall have the right and right, on behalf of such Debtor, without notice to or assent by such Debtor (to the extent permitted by applicable law), to do the following:power (a) 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 of this Agreement; (b) upon the occurrence and during the continuation of an Event of Defaultreceive, to ask, demand, collect, receive and give acquittance and receipts for any and all moneys due and to become due under any Collateral and, in the name of such Debtor or its own name or otherwise, to take possession of and endorse and collect all checks made payable to the order of the Debtor representing any checksdividend, drafts, notes, acceptances payment or other Instruments for the payment of moneys due under any 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 Secured Party for the purpose of collecting any and all such moneys due under any 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 Secured Party for the purpose of collecting any and all such moneys due under any Collateral whenever payable; (c) to pay or discharge charges or liens levied or placed on or threatened against the Collateral, to effect any insurance called for by the terms of this Agreement and to pay all or any part of the premiums therefor; (d) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due, and to become due thereunder, directly to the Secured Party or as the Secured Party shall direct, and to receive payment of and receipt for any and all moneys, claims and other amounts due, and to become due at any time, distribution in respect of or arising out of any Collateral; (e) upon the occurrence and during the continuation of an Event of Default, to sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts and other Documents constituting or relating to the Collateral; (f) upon the occurrence and during the continuation of an Event of Default, 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 Collateralgive full discharge for the same; (gb) to file any claims or take any action or institute any proceedings in connection therewith which the Secured Party may deem to be necessary or advisable; (c) to pay, settle or compromise all bills and claims which may be or become liens or security interests against any or all of the Collateral, or any part thereof, unless a bond or other security satisfactory to the Secured Party has been provided; and (d) upon foreclosure, to do any and every act which the Debtor may do on its behalf with respect to the Collateral or any part thereof and to exercise any or all of the Debtor’s rights and remedies under any or all of the Collateral; provided, however, that the Secured Party shall not exercise any such rights except upon the occurrence and during the continuation of an Event of Default, to defend any suit, action or proceeding brought against a Debtor with respect to any Collateral; (h) upon the occurrence and during the continuation of an Event of Default, to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Secured Party may deem appropriate; (i) to the extent that a Debtor’s authorization given in Section 4.1(b) of this Agreement is not sufficient to file such financing statements with respect to this Agreement, with or without such Debtor’s signature, or to file a photocopy of this Agreement in substitution for a financing statement, as the Secured Party may deem appropriate and to execute in such Debtor’s name such financing statements and amendments thereto and continuation statements which may require such Debtor’s signature; (j) upon the occurrence and during the continuation of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Secured Party were the absolute owners thereof for all purposes; and (k) to do, at the Secured Party’s option and at such Debtor’s expense, at any time, or from time to time, all acts and things which the Secured Party reasonably deems necessary to protect or preserve or, upon the occurrence and during the continuation of an Event of Default, realize upon the Collateral and the Secured Party’s lien therein, in order to effect the intent of this Agreement, all as fully and effectively as such Debtor might do. Each Debtor hereby ratifies, to the extent permitted by law, all that such attorneys lawfully do or cause to be done by virtue hereof provided the same is performed in a commercially reasonable manner. The This power of attorney granted hereunder is a power coupled with an interest and shall be irrevocable until the Obligations are indefeasibly paid in full in cash and this Agreement is terminated in accordance with Section 4.12 hereof. Each Debtor also authorizes the Secured Party, at any time from and after the occurrence and during the continuation of any Event of Default, (x) to communicate in its own name with any party to any Contract with regard to the assignment of the right, title and interest of such Debtor in and under the Contracts hereunder and other matters relating thereto and (y) to execute, in connection with any sale of Collateral provided for in Section 4.6 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateralirrevocable.

Attorney-in-Fact. Each Debtor hereby irrevocably constitutes and appoints the Secured PartyCollateral Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Debtor and in the name of such Debtor or in its own name, from time to time in the discretion of the Secured PartyCollateral Agent, 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 desirable to perfect or protect any security interest granted hereunder, to maintain the perfection or priority of any security interest granted hereunder, or to otherwise accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, hereby gives the Secured Party Collateral Agent the power and right, on behalf of such Debtor, without notice to or assent by such Debtor (to the extent permitted by applicable law), to do the following, upon the occurrence and during the continuation of an Event of Default under the Notes: (a) 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 of this Agreement; (b) upon the occurrence and during the continuation of an Event of Default, to ask, demand, collect, receive and give acquittance and receipts for any and all moneys due and to become due under any Collateral and, in the name of such Debtor 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 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 Secured Party Parties for the purpose of collecting any and all such moneys due under any 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 Secured Party Parties for the purpose of collecting any and all such moneys due under any Collateral whenever payable; (c) to pay or discharge charges or liens levied or placed on or threatened against the Collateral, to effect any insurance called for by the terms of this Agreement and to pay all or any part of the premiums therefor; (d) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due, and to become due thereunder, directly to the Secured Party Parties or as the Secured Party Parties shall direct, and to receive payment of and receipt for any and all moneys, claims and other amounts due, and to become due at any time, in respect of or arising out of any Collateral; (e) upon the occurrence and during the continuation of an Event of Default, to sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts and other Documents constituting or relating to the Collateral; (f) upon the occurrence and during the continuation of an Event of Default, 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; (g) upon the occurrence and during the continuation of an Event of Default, to defend any suit, action or proceeding brought against a Debtor with respect to any Collateral; (h) upon the occurrence and during the continuation of an Event of Default, to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Secured Party Parties may deem appropriate; (i) to the extent that a Debtor’s authorization given in Section 4.1(b4.1(a) of this Agreement is not sufficient to file such financing statements with respect to this Agreement, with or without such Debtor’s signature, or to file a photocopy of this Agreement in substitution for a financing statement, as the Secured Party Parties may deem appropriate and to execute in such Debtor’s name such financing statements and amendments thereto and continuation statements which may require such Debtor’s signature; (j) upon the occurrence and during the continuation of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Secured Party Parties were the absolute owners thereof for all purposes; and (k) to do, at the Secured Party’s Parties option and at such Debtor’s expense, at any time, or from time to time, all acts and things which the Secured Party Parties reasonably deems necessary to protect or preserve or, upon the occurrence and during the continuation of an Event of Default, realize upon the Collateral and the Secured Party’s Parties’ lien therein, in order to effect the intent of this Agreement, all as fully and effectively as such Debtor might do. Each Debtor hereby ratifies, to the extent permitted by law, all that such attorneys lawfully do or cause to be done by virtue hereof provided the same is performed in a commercially reasonable manner. The power of attorney granted hereunder is a power coupled with an interest and shall be irrevocable until the Obligations are indefeasibly paid in full in cash and this Agreement is terminated in accordance with Section 4.12 hereof. Each Debtor also authorizes the Secured PartyParties, at any time from and after the occurrence and during the continuation of any Event of Default, (x) to communicate in its own name with any party to any Contract with regard to the assignment of the right, title and interest of such Debtor in and under the Contracts hereunder and other matters relating thereto and (y) to execute, in connection with any sale of Collateral provided for in Section 4.6 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.

Attorney-in-Fact. Each Debtor The Borrower hereby irrevocably constitutes and appoints the Secured PartyBank, with full power of substitutionand any officer or agent thereof, as its true and lawful the Borrower's attorney-in-fact fact, with full irrevocable power and authority in the place and stead of such Debtor the Borrower and in the name of such Debtor the Borrower or in its own nameotherwise, from time to time in the discretion of the Secured PartyBank's discretion, for the purpose of carrying out the terms of this Agreementat any time and from time to time, to take any and all appropriate action and to execute and deliver any and all documents and instruments Instrument or other assurance which the Bank may be deem reasonably necessary or desirable advisable to perfect or protect any security interest granted hereunder, to maintain the perfection or priority of any security interest granted hereunder, or to otherwise accomplish the purposes of this AgreementAgreement (subject to the rights of the Borrower under Section 4.4), andincluding, without limiting the generality of the foregoing, hereby gives the Secured Party the power and right, on behalf of such Debtor, without notice to or assent by such Debtor (to the extent permitted by applicable law), to do the followinglimitation: (a) to take any obtain and all appropriate action and adjust insurance required to execute and deliver any and all documents and instruments which may be necessary or desirable maintained by the Borrower pursuant to accomplish the purposes of this AgreementSection 4.3; (b) upon the occurrence and during the continuation of an Event of Default, to ask, demand, collect, receive sue, ▇▇cover, compromise, receive, and give acquittance acquittances and receipts receipts, for any and all moneys due and or to become due under or in respect of any Collateral and, in of the name of such Debtor 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 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 Secured Party for the purpose of collecting any and all such moneys due under any 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 Secured Party for the purpose of collecting any and all such moneys due under any Collateral whenever payableSecurity Agreement Collateral; (c) to pay receive, endorse and collect any drafts or discharge charges other Instruments and chattel paper in connection with clause (a) or liens levied or placed on or threatened against the Collateral, to effect any insurance called for by the terms of this Agreement and to pay all or any part of the premiums therefor(b); (d) to direct any party liable for any payment execute and do all such assurances, acts and things which the Borrower ought to do under any the covenants and provisions of the Collateral to make payment of any and all moneys due, and to become due thereunder, directly to the Secured Party or as the Secured Party shall direct, and to receive payment of and receipt for any and all moneys, claims and other amounts due, and to become due at any time, in respect of or arising out of any Collateralthis Agreement; (e) upon to take any and all such actions as the occurrence and during Bank may, in its reasonable discretion, determine to be necessary or advisable for the continuation purpose of an Event maintaining, preserving or protecting the security constituted by this Agreement or any of Defaultthe rights, to sign and indorse any invoicesremedies, freight powers or express bills, bills privileges of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts and other Documents constituting or relating to the CollateralBank under this Agreement; (f) upon generally, in the occurrence and during name of the continuation Borrower or in the name of an Event of Defaultthe Bank, to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral exercise all or any part thereof of the powers, authorities and discretions conferred on or reserved to enforce any other right in respect of any Collateralthe Bank pursuant to this Agreement; (g) upon to maintain and preserve all of the occurrence and during the continuation of an Event of Default, to defend any suit, action or proceeding brought against a Debtor with respect to any Intellectual Property Collateral;; and (h) upon the occurrence and during the continuation of an Event of Default, to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Secured Party may deem appropriate; (i) to the extent that a Debtor’s authorization given in Section 4.1(b) of this Agreement is not sufficient to file such financing statements with respect to this Agreement, with or without such Debtor’s signature, or to file a photocopy of this Agreement in substitution for a financing statement, as the Secured Party may deem appropriate and to execute in such Debtor’s name such financing statements and amendments thereto and continuation statements which may require such Debtor’s signature; (j) upon the occurrence and during the continuation of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Secured Party were the absolute owners thereof for all purposes; and (k) to do, at the Secured Party’s option and at such Debtor’s expense, at any time, or from time to time, all acts and things which the Secured Party reasonably deems necessary to protect or preserve or, upon the occurrence and during the continuation of an Event of Default, realize upon the Collateral and the Secured Party’s lien therein, in order to effect the intent of this Agreement, all as fully and effectively as such Debtor might do. Each Debtor The Borrower hereby ratifies, to the extent permitted by law, ratifies all that such attorneys lawfully the Bank shall do or cause to be done by virtue hereof provided the same is performed in a commercially reasonable mannerhereof. The Borrower hereby acknowledges, consents, and agrees that the power of attorney granted hereunder to the Bank pursuant to this Section 2.7 is a power irrevocable and coupled with an interest and shall be irrevocable until the Obligations are indefeasibly paid terminate only upon termination in full of all of the Commitment and payment in full and in cash and this Agreement is terminated in accordance with Section 4.12 hereofof all of the Obligations. Each Debtor also authorizes the Secured Party, at any time from and after the occurrence and during the continuation of Unless any Event of DefaultDefault shall be continuing, (x) to communicate in its own name with the Bank shall notify the Borrower promptly of any party to any Contract with regard action taken by the Bank pursuant to the assignment of the right, title and interest of such Debtor in and under the Contracts hereunder and other matters relating thereto and (y) to execute, in connection with any sale of Collateral provided for in Section 4.6 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect power-of-attorney granted to the CollateralBank pursuant to this Section 2.7.

Attorney-in-Fact. Each Without limiting any rights or powers granted by this Agreement to the Administrative Agent while no Event of Default has occurred and is continuing, upon the occurrence and during the continuance of any Event of Default, each Debtor hereby irrevocably constitutes and appoints the Secured Party, with full power of substitution, Administrative Agent as its true and lawful the attorney-in-fact with full irrevocable power and authority in the place and stead of such Debtor and in the name of such Debtor or in its own name, from time to time in the discretion of the Secured Party, for the purpose of carrying out the terms provisions of this Agreement, to take Article VI and taking any and all appropriate action and to execute and deliver executing any and all documents and instruments which that the Administrative Agent may be deem necessary or desirable to perfect or protect any security interest granted hereunder, to maintain the perfection or priority of any security interest granted hereunder, or to otherwise accomplish the purposes of this Agreementhereof, and, without which appointment as attorney-in-fact is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, hereby gives so long as the Secured Party Administrative Agent shall be entitled under this Article VI to make collections in respect of the power Collateral, the Administrative Agent shall have the right and right, on behalf of such Debtor, without notice to or assent by such Debtor (to the extent permitted by applicable law), to do the following:power (a) 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 of this Agreement; (b) upon the occurrence and during the continuation of an Event of Defaultreceive, to ask, demand, collect, receive and give acquittance and receipts for any and all moneys due and to become due under any Collateral and, in the name of such Debtor or its own name or otherwise, to take possession of and endorse and collect all checks made payable to the order of any checksDebtor representing any dividend, drafts, notes, acceptances payment or other Instruments for the payment of moneys due under any 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 Secured Party for the purpose of collecting any and all such moneys due under any 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 Secured Party for the purpose of collecting any and all such moneys due under any Collateral whenever payable; (c) to pay or discharge charges or liens levied or placed on or threatened against the Collateral, to effect any insurance called for by the terms of this Agreement and to pay all or any part of the premiums therefor; (d) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due, and to become due thereunder, directly to the Secured Party or as the Secured Party shall direct, and to receive payment of and receipt for any and all moneys, claims and other amounts due, and to become due at any time, distribution in respect of or arising out of any Collateral; (e) upon the occurrence and during the continuation of an Event of Default, to sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts and other Documents constituting or relating to the Collateral; (f) upon the occurrence and during the continuation of an Event of Default, 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 give full discharge for the same. (b) to file any other right claims or take any action or institute any proceedings in respect of any Collateralconnection therewith which the Secured Party may deem to be necessary or advisable; (gc) to pay, settle or compromise all bills and claims which may be or become liens or security interests against any or all of the Collateral, or any part thereof, unless a bond or other security satisfactory to the Secured Party has been provided; and (d) upon foreclosure, to do any and every act which any Debtor may do on its behalf with respect to the Collateral or any part thereof and to exercise any or all of such Debtor's rights and remedies under any or all of the Collateral; provided, however, that the Secured Party shall not exercise any such rights except upon the occurrence and during the continuation of an Event of Default, to defend any suit, action or proceeding brought against a Debtor with respect to any Collateral; (h) upon the occurrence and during the continuation of an Event of Default, to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Secured Party may deem appropriate; (i) to the extent that a Debtor’s authorization given in Section 4.1(b) of this Agreement is not sufficient to file such financing statements with respect to this Agreement, with or without such Debtor’s signature, or to file a photocopy of this Agreement in substitution for a financing statement, as the Secured Party may deem appropriate and to execute in such Debtor’s name such financing statements and amendments thereto and continuation statements which may require such Debtor’s signature; (j) upon the occurrence and during the continuation of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Secured Party were the absolute owners thereof for all purposes; and (k) to do, at the Secured Party’s option and at such Debtor’s expense, at any time, or from time to time, all acts and things which the Secured Party reasonably deems necessary to protect or preserve or, upon the occurrence and during the continuation of an Event of Default, realize upon the Collateral and the Secured Party’s lien therein, in order to effect the intent of this Agreement, all as fully and effectively as such Debtor might do. Each Debtor hereby ratifies, to the extent permitted by law, all that such attorneys lawfully do or cause to be done by virtue hereof provided the same is performed in a commercially reasonable manner. The This power of attorney granted hereunder is a power coupled with an interest and shall be irrevocable until the Obligations are indefeasibly paid in full in cash and this Agreement is terminated in accordance with Section 4.12 hereof. Each Debtor also authorizes the Secured Party, at any time from and after the occurrence and during the continuation of any Event of Default, (x) to communicate in its own name with any party to any Contract with regard to the assignment of the right, title and interest of such Debtor in and under the Contracts hereunder and other matters relating thereto and (y) to execute, in connection with any sale of Collateral provided for in Section 4.6 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateralirrevocable.

Attorney-in-Fact. Each Debtor (a) The Junior Agent, on behalf of each Junior Secured Party hereby irrevocably constitutes and appoints the Secured PartySenior Agent and any officer or agent of such Senior Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Junior Agent or such Debtor and in the name of such Debtor holder or in its such Senior Agent's own name, from time to time in the discretion of the Secured Partysuch Senior Agent'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 desirable to perfect or protect any security interest granted hereunder, to maintain the perfection or priority of any security interest granted hereunder, or to otherwise accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, hereby gives the Secured Party the power and right, on behalf of such Debtor, without notice to or assent by such Debtor (to the extent permitted by applicable law), to do the following: (a) 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 of this Agreement;, including any financing statements, endorsements or other instruments or transfer or release. Notwithstanding the grant of the foregoing power of attorney, nothing in this Section 7.7 is intended to in any way relieve any Credit Party of its obligations to comply with Requirements of Law or applicable obligations with respect to the release of Credit Agreement Collateral under any Collateral Document. (b) upon Without limiting the occurrence generality of the foregoing, the Junior Agent hereby gives the Senior Agent and during any officer and agent thereof the continuation power and right, on behalf of an Event of Defaulteach Junior Secured Party, without notice to or assent by any Junior Secured Party, to askdo, demandprior to the payment in full of the Senior Claims, any of the following with respect to the Credit Agreement Collateral, to the extent such Junior Secured Party would be permitted to do so under the Collateral Documents: (i) file of any financing or continuation statement under the UCC or other similar applicable Requirement of Law; (ii) take possession of, and indorse and collect, receive and give acquittance and receipts for any and all moneys due and to become due under any Collateral and, either in the name of such Debtor Junior Secured Party or its own name name, any item that is required to be turned over to the Senior Agent pursuant to Section 4.2 (Payments Over); and (iii) execute, in connection with any release of any Credit Agreement Collateral described in Section 7.6 (Releases) for which such Junior Secured Party is obligated under such Section 7.6 (Releases) to release or otherwisesubordinate its Junior Liens, to take possession any termination, partial release, endorsement, assignment, other instrument of and endorse and collect conveyance or transfer, any checks, drafts, notes, acceptances subordination agreement or other Instruments for the payment of moneys due under any Collateral and to file any claim or to take any other action document with respect to such Credit Agreement Collateral necessary or proceeding in any court of law appropriate to effect such release or equity or otherwise deemed appropriate by the Secured Party for the purpose of collecting any and all such moneys due under any 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 Secured Party for the purpose of collecting any and all such moneys due under any Collateral whenever payable;subordination. (c) to pay or discharge charges or liens levied or placed on or threatened against the Collateral, to effect any insurance called for by the terms of this Agreement and to pay all or any part of the premiums therefor; (d) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due, and to become due thereunder, directly to the Each Junior Secured Party or as the Secured Party shall direct, and to receive payment of and receipt for any and all moneys, claims and other amounts due, and to become due at any time, in respect of or arising out of any Collateral; (e) upon the occurrence and during the continuation of an Event of Default, to sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts and other Documents constituting or relating to the Collateral; (f) upon the occurrence and during the continuation of an Event of Default, 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; (g) upon the occurrence and during the continuation of an Event of Default, to defend any suit, action or proceeding brought against a Debtor with respect to any Collateral; (h) upon the occurrence and during the continuation of an Event of Default, to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Secured Party may deem appropriate; (i) to the extent that a Debtor’s authorization given in Section 4.1(b) of this Agreement is not sufficient to file such financing statements with respect to this Agreement, with or without such Debtor’s signature, or to file a photocopy of this Agreement in substitution for a financing statement, as the Secured Party may deem appropriate and to execute in such Debtor’s name such financing statements and amendments thereto and continuation statements which may require such Debtor’s signature; (j) upon the occurrence and during the continuation of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Secured Party were the absolute owners thereof for all purposes; and (k) to do, at the Secured Party’s option and at such Debtor’s expense, at any time, or from time to time, all acts and things which the Secured Party reasonably deems necessary to protect or preserve or, upon the occurrence and during the continuation of an Event of Default, realize upon the Collateral and the Secured Party’s lien therein, in order to effect the intent of this Agreement, all as fully and effectively as such Debtor might do. Each Debtor hereby ratifies, to the extent permitted by law, ratifies all that such said attorneys shall lawfully do or cause to be done by virtue hereof provided the same is performed hereof. All powers, authorizations and agencies contained in a commercially reasonable manner. The power of attorney granted hereunder is a power this Agreement are coupled with an interest and shall be are irrevocable until such time as the Obligations Secured Claims are indefeasibly paid and satisfied in full in cash full, and this Agreement is terminated in accordance with Section 4.12 hereof. Each Debtor also authorizes the Secured Partythereafter such powers, at any time from authorizations and after the occurrence and during the continuation of any Event of Default, (x) to communicate in its own name with any party to any Contract with regard to the assignment of the right, title and interest of such Debtor in and under the Contracts hereunder and other matters relating thereto and (y) to execute, in connection with any sale of Collateral provided for in Section 4.6 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateralagencies shall terminate.

Attorney-in-Fact. Each Debtor hereby irrevocably constitutes and appoints the Secured Party, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Debtor and in the name of such Debtor or in its own name, from time to time in the discretion 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 and deliver any and all documents and instruments which may be necessary or desirable to perfect or protect any security interest granted hereunder, to maintain the perfection or priority of any security interest granted hereunder, or to otherwise accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, hereby gives the Secured Party the power and right, on behalf of such Debtor, without notice to or assent by such Debtor (to the extent permitted by applicable law), subject to the rights of holders of Permitted Liens and subject to the rights of GPB under the Senior Documents, to do the following: (ai) 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 of this Agreement; (bii) upon the occurrence and during the continuation of an Event of Default, to ask, demand, collect, receive and give acquittance and receipts for any and all moneys due and to become due under any Collateral and, in the name of such Debtor 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 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 Secured Party for the purpose of collecting any and all such moneys due under any 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 Secured Party for the purpose of collecting any and all such moneys due under any Collateral whenever payable; (ciii) to pay or discharge charges or liens levied or placed on or threatened against the Collateral, to effect any insurance called for by the terms of this Agreement and to pay all or any part of the premiums therefor; (div) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due, and to become due thereunder, directly to the Secured Party or as the Secured Party shall direct, and to receive payment of and receipt for any and all moneys, claims and other amounts due, and to become due at any time, in respect of or arising out of any Collateral; (ev) upon the occurrence and during the continuation of an Event of Default, to sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts and other Documents constituting or relating to the Collateral; (fvi) upon the occurrence and during the continuation of an Event of Default, 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; (gvii) upon the occurrence and during the continuation of an Event of Default, to defend any suit, action or proceeding brought against a Debtor with respect to any Collateral; (hviii) upon the occurrence and during the continuation of an Event of Default, to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Secured Party may deem appropriate; (iix) to the extent that a Debtor’s authorization given in Section 4.1(b) of this Agreement is not sufficient to file such financing statements with respect to this Agreement, with or without such Debtor’s signature, or to file a photocopy of this Agreement in substitution for a financing statement, as the Secured Party may deem appropriate and to execute in such Debtor’s name such financing statements and amendments thereto and continuation statements which may require such Debtor’s signature; (jx) upon the occurrence and during the continuation of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Secured Party were the absolute owners thereof for all purposes; and (kxi) to do, at the Secured Party’s option and at such Debtor’s expense, at any time, or from time to time, all acts and things which the Secured Party reasonably deems necessary to protect or preserve or, upon the occurrence and during the continuation of an Event of Default, realize upon the Collateral and the Secured Party’s lien therein, in order to effect the intent of this Agreement, all as fully and effectively as such Debtor might do. Each Debtor hereby ratifies, to the extent permitted by law, all that such attorneys lawfully do or cause to be done by virtue hereof provided the same is performed in a commercially reasonable manner. The power of attorney granted hereunder is a power coupled with an interest and shall be irrevocable until the Obligations are indefeasibly paid in full in cash and this Agreement is terminated in accordance with Section 4.12 4.11 hereof. Each Debtor also authorizes the Secured Party, at any time from and after the occurrence and during the continuation of any Event of Default, (x) to communicate in its own name with any party to any Contract with regard to the assignment of the right, title and interest of such Debtor in and under the Contracts hereunder and other matters relating thereto and (y) to execute, in connection with any sale of Collateral provided for in Section 4.6 4.5 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.

Attorney-in-Fact. Each Debtor hereby Debtor, until payment in full of the Secured Obligations, irrevocably constitutes and appoints the Secured Party, with full power of substitutionand any other Person that the Secured Party may designate, to act, upon the occurrence and during a Trigger Event Period, as its true and lawful such Debtor's attorney-in-fact (which appointment as attorney-in-fact shall be coupled with an interest and be irrevocable), with full irrevocable power and authority in the place and stead of such Debtor and in the name of such Debtor or in its own nameotherwise, from time to time in the Secured Party's discretion and subject to Section 7.3 of the Secured Party, for the purpose of carrying out the terms of this Intercreditor Agreement, to take any and all appropriate action and to execute and deliver any and all documents and instruments which that the Secured Party may be deem necessary or desirable advisable to perfect or protect any security interest granted hereunder, to maintain the perfection or priority of any security interest granted hereunder, or to otherwise accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, hereby gives the Secured Party the power and right, on behalf of such Debtor, without notice to or assent by such Debtor (to the extent permitted by applicable law), to do the followingincluding: (a) 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 of this Agreement; (b) upon the occurrence and during the continuation of an Event of Defaultreceive, to ask, demand, collect, receive and give acquittance and receipts for any and all moneys due and to become due under any Collateral and, in the name of such Debtor or its own name or otherwise, to take possession of and endorse and collect all instruments made payable to such Debtor representing any checksdividends, drafts, notes, acceptances interest payments or other Instruments distributions constituting Collateral or any part thereof and to give full discharge for the payment of moneys due under any Collateral same and to file any claim or to take any other action or proceeding in any court of law Law or equity or otherwise deemed appropriate by the Secured Party for the purpose of collecting any and all of such moneys due under any Collateral whenever payable and to file any claim dividends, payments or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Secured Party for the purpose of collecting any and all such moneys due under any Collateral whenever payabledistributions; (cb) to pay or discharge charges or liens taxes and Liens levied or placed on or threatened against the Collateral, to effect any insurance called for by the terms of this Agreement and to pay all or any part of the premiums therefor;; and (di) to direct any party liable for any payment under or with respect to any of the Collateral to make payment of any and all moneys due, and monies due or to become due thereunder, thereunder or with respect thereto directly to the Secured Party or as the Secured Party shall direct, (ii) to ask or demand for, to collect and to receive payment of and receipt for any and all moneysmonies, claims and other amounts due, and due or to become due at any time, time in respect of or arising out of any Collateral; , (eiii) upon the occurrence and during the continuation of an Event of Default, to sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts and other Documents constituting or relating to the Collateral; (f) upon the occurrence and during the continuation of an Event of Default, to commence and prosecute any suits, actions or proceedings at law 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; , (giv) upon the occurrence and during the continuation of an Event of Default, to defend any suit, action or proceeding brought against a such Debtor with respect to any Collateral; , (hv) upon the occurrence and during the continuation of an Event of Default, to settle, compromise or adjust any suit, action or proceeding described in clauses (iii) and (iv) above and, in connection therewith, to give such discharges or releases as the Secured Party may deem appropriate; (i) to the extent that a Debtor’s authorization given in Section 4.1(b) of this Agreement is not sufficient to file such financing statements with respect to this Agreement, with or without such Debtor’s signature, or to file a photocopy of this Agreement in substitution for a financing statement, as the Secured Party may deem appropriate and to execute in such Debtor’s name such financing statements and amendments thereto and continuation statements which may require such Debtor’s signature; (jvi) upon the occurrence and during the continuation of an Event of Defaultgenerally, generally to sell, transfer, pledge, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Secured Party were the absolute owners owner thereof for all purposes; and (k) purposes and to do, at the Secured Party’s 's option and at such Debtor’s 's sole cost and expense, at any time, or from time to time, all acts and things which that the Secured Party reasonably deems necessary to protect protect, maintain, preserve or preserve or, upon the occurrence and during the continuation of an Event of Default, realize upon the Collateral and the Secured Party’s lien therein, in order Security Interest granted herein and to effect the intent of this Agreement, all as fully and effectively as such Debtor might do. Each Debtor hereby ratifies, to the extent permitted by law, ratifies all that such attorneys lawfully the Secured Party shall do or cause to be done by virtue hereof provided as such Debtor's attorney-in-fact consistent with the same is performed in a commercially reasonable manner. The power of attorney granted hereunder is a power coupled with an interest and shall be irrevocable until the Obligations are indefeasibly paid in full in cash and this Agreement is terminated in accordance with Section 4.12 hereofforegoing. Each Debtor also authorizes the Secured Party, at any time from and after the occurrence and during the continuation of any a Trigger Event of DefaultPeriod, (x) to communicate in its own name with any party to any Contract Project Document at any time, with regard to the assignment of the right, title and interest of any matter relating to such Debtor in and under the Contracts hereunder and other matters relating thereto and (y) to execute, in connection with any sale of Collateral provided for in Section 4.6 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the CollateralProject Document.

Attorney-in-Fact. Each Debtor Obligor hereby irrevocably constitutes and appoints the Secured Party, with full power acting for and on behalf of substitutionitself and each successor or assign of Secured Party, as its the true and lawful attorney-in-fact of Obligor, with full irrevocable power and authority in the place and stead of such Debtor Obligor and in the name of such Debtor Obligor, Secured Party or in its own nameotherwise, from time subject to time in the discretion of the Secured Party, for the purpose of carrying out the terms of this Agreementthe SNA and the other Loan Documents, to take any enforce all rights, interests and all appropriate action and to execute and deliver any and all documents and instruments which may be necessary or desirable to perfect or protect any security interest granted hereunder, to maintain the perfection or priority remedies of any security interest granted hereunder, or to otherwise accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, hereby gives the Secured Party the power and right, on behalf of such Debtor, without notice to or assent by such Debtor (Obligor with respect to the extent permitted by applicable law), to do the following: (a) 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 of this Agreement; (b) upon Collateral following the occurrence and during the continuation of an Event of Default, including the right: (a) to ask, require, demand, collect, receive and give acquittance and receipts for any and all moneys and claims for moneys due and to become due under or arising out of the Assigned Agreements or any of the other Collateral, including any insurance policies; (b) to elect remedies thereunder and to endorse any checks or other instruments or orders in connection therewith; (c) to file any claims or take any action or institute any proceedings in connection therewith which Secured Party may determine, in its sole discretion, to be necessary or advisable; (d) to pay, settle or compromise all bills and claims which may be or become Liens against any or all of the Collateral, or any part thereof, unless a bond or other security reasonably satisfactory to Secured Party has been provided; (e) to vote, demand, receive and enforce ▇▇▇▇▇▇▇’s rights with respect to the Collateral; (f) to do any and every act which Obligor might do on its behalf with respect to the Collateral andor any part thereof and to exercise any or all of Obligor’s rights and remedies under any or all of the Assigned Agreements; (g) to preserve the validity, perfection and priority of the Liens granted to Secured Party by this Agreement or under any other Loan Documents; (h) to, in the name of such Debtor Obligor or its own name name, or otherwise, to take possession of of, receive and endorse and collect any checkscheck, draftsaccount, noteschattel paper, acceptances draft, note, acceptance or other Instruments instrument for the payment of moneys due under any Collateral and to file any claim account or to take any other action or proceeding general intangible included in any court of law or equity or otherwise deemed appropriate by the Secured Party for the purpose of collecting any and all such moneys due under any 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 Secured Party for the purpose of collecting any and all such moneys due under any Collateral whenever payableCollateral; (ci) to pay execute, in connection with any sale or discharge charges disposition of the Collateral under Article V (Remedies upon an Event of Default), any endorsements, assignments, bills of sale or liens levied other instruments of conveyance or placed on or threatened against the Collateral, transfer with respect to effect any insurance called for by the terms of this Agreement and to pay all or any part of the premiums therefor; (d) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due, and to become due thereunder, directly to the Secured Party or as the Secured Party shall direct, and to receive payment of and receipt for any and all moneys, claims and other amounts due, and to become due at any time, in respect of or arising out of any Collateral; (ej) to give appropriate receipts, releases and satisfactions for and on behalf of and in the name of Obligor or, at the option of Secured Party, in the name of Secured Party, with the same force and effect as Obligor could do if this Agreement had not been made; and (k) upon foreclosure and to the occurrence and during the continuation of an Event of Defaultextent provided herein or in any other Loan Document to which Obligor is a party, to sign do any and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection every act which Obligor may do on its behalf with accounts and other Documents constituting or relating respect to the Collateral; (f) upon the occurrence and during the continuation of an Event of Default, 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 exercise any other right in respect or all of Obligor’s rights and remedies under any Collateral; (g) upon or all of the occurrence and during Assigned Agreements; provided, however, that Secured Party shall not exercise any of the continuation of aforementioned rights unless an Event of DefaultDefault has occurred and is continuing; provided, further, however, that nothing in this Agreement shall prevent Obligor from, prior to defend the exercise by Secured Party of any suitof the aforementioned rights or remedies, action or proceeding brought against a Debtor with respect undertaking Obligor’s operations subject to any Collateral; (h) upon the occurrence terms of the Collateral Documents and during the continuation Loan Documents. Pursuant to such power of attorney, if an Event of DefaultDefault has occurred and is continuing, to settleSecured Party may, compromise itself perform, or adjust cause the performance of, any suitobligations of Obligor, action or proceeding described above and, and the expenses of Secured Party incurred in connection therewith, to give such discharges or releases as the Secured Party may deem appropriate; (i) to the extent that a Debtor’s authorization given in Section 4.1(b) of this Agreement is not sufficient to file such financing statements with respect to this Agreement, with or without such Debtor’s signature, or to file a photocopy of this Agreement in substitution for a financing statement, as the Secured Party may deem appropriate and to execute in such Debtor’s name such financing statements and amendments thereto and continuation statements which may require such Debtor’s signature; (j) upon the occurrence and during the continuation of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Secured Party were the absolute owners thereof for all purposes; and (k) to do, at the Secured Party’s option and at such Debtor’s expense, at any time, or from time to time, all acts and things which the Secured Party reasonably deems necessary to protect or preserve or, upon the occurrence and during the continuation of an Event of Default, realize upon the Collateral and the Secured Party’s lien therein, in order to effect the intent of this Agreement, all as fully and effectively as such Debtor might dotherewith shall be payable by Obligor hereunder. Each Debtor hereby ratifies, to the extent permitted by law, all that such attorneys lawfully do or cause to be done by virtue hereof provided the same is performed in a commercially reasonable manner. The This power of attorney granted hereunder is a power coupled with an interest and shall be irrevocable until the Obligations are indefeasibly paid in full in cash Termination Date. Obligor hereby approves, ratifies and this Agreement is terminated confirms each lawful act and deed of or for Secured Party done or to be done pursuant to, and in accordance with Section 4.12 hereof. Each Debtor also authorizes with, this appointment and applicable Law as the Secured Party, at any time from authorized act and after the occurrence and during the continuation deed of any Event of Default, (x) to communicate in its own name with any party to any Contract with regard to the assignment of the right, title and interest of such Debtor in and under the Contracts hereunder and other matters relating thereto and (y) to execute, in connection with any sale of Collateral provided for in Section 4.6 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the CollateralObligor.

Attorney-in-Fact. (a) Each Debtor Pledgor hereby irrevocably authorizes and empowers Pledgee and its successors and/or assigns and transfers unto Pledgee, and constitutes and appoints the Secured Party, with full power of substitution, as Pledgee its true and lawful attorney-in-fact fact, and as its agent, irrevocably, with full irrevocable power and authority in the place and stead of such Debtor substitution for it and in the name of such Debtor or in its own name, from time to time in the discretion of the Secured Party, for the purpose of carrying out the terms provisions of this AgreementAgreement and taking any action and executing any instrument which Pledgee may deem necessary or advisable to accomplish the purposes hereof. With out limiting the generality of the foregoing, upon the occurrence and during the continuation of an Event or Default, Pledgee shall have the right to exercise and enforce every right, power, remedy, authority, option and privilege of Pledgors under the Governing Documents or with respect to the Pledged Stock, including, without limitation, any power to subordinate, terminate, cancel or modify any Governing Documents or to give any notices, or to take any action resulting in such subordination, termination, cancellation or modification and to furnish any information, to make any demands, to execute any instruments and to take any and all appropriate other action on behalf of and to execute and deliver any and all documents and instruments which in the name of Pledgor which, in the opinion of Pledgee, may be necessary or desirable appropriate to perfect be given, furnished, made, exercised or protect taken under any security interest granted hereunderGoverning Documents or with respect to the Pledged Stock in order to comply therewith, to maintain perform the perfection conditions thereof or priority to prevent or remedy any default by any Pledgor there under or to enforce any of any security interest granted hereunderPledgor's rights thereunder or with respect to the Pledged Stock. Pledgee may, during the continuation of an Event of Default, without notice to, or assent by, any Pledgor or any other Person (to otherwise accomplish the purposes extent permitted by law), but without affecting any of this Agreementthe Obligations, andin the name of Pledgor or in the name of Pledgee, notify any other party to any Governing Documents to make payment and performance directly to Pledgee; extend the time of payment and performance of, compromise or settle for cash, credit or otherwise, and upon any terms and conditions, any obligations owing to Pledgors, or claims of any Pledgor, under any Governing Documents or with respect to the Pledged Stock; file any claims, commence, maintain or discontinue any actions, suits or other proceedings deemed by Pledgee necessary or advisable for the purpose of collecting upon or enforcing any Governing Documents or with respect to the Pledged Stock; execute and file proof claim for the full amount of any Collateral and vote such claims for the full amount thereof (x) for or against proposal or resolution, (y) for a trustee or trustees or for a receiver or receivers or for a committee of creditors and/or (z) for the acceptance or rejection of any proposed arrangement, plan or reorganization, composition or extension, and Pledgee or its nominee may receive any payment or distribution and give acquittance therefor and may exchange or release Collateral; and execute any instrument and do all other things deemed necessary and proper by Pledgee to protect and preserve and realize upon the Collateral and the other rights contemplated hereby. This power-of-attorney is irrevocable and coupled with an interest, and any similar or dissimilar powers heretofore given by Pledgors in respect of the Equity Interests (and/or any Additional Equity Interests) to any other Person are hereby revoked. (b) Further, without limiting the generality of the foregoing, hereby gives the Secured Party the power and rightPledgee, on behalf of such Debtor, without notice to or assent by such Debtor (to the extent permitted by applicable law), to do the following: (a) 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 of this Agreement; (b) upon after the occurrence and during the continuation of an Event of Default, shall have the right and power to askreceive, demand, collect, receive and give acquittance and receipts for any and all moneys due and to become due under any Collateral and, in the name of such Debtor or its own name or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or all checks and other Instruments orders for the payment of moneys due under money made payable to any Collateral and to file Pledgor representing any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Secured Party for the purpose of collecting any and all such moneys due under any 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 Secured Party for the purpose of collecting any and all such moneys due under any Collateral whenever payable; (c) to pay or discharge charges or liens levied or placed on or threatened against the Collateralinterest, to effect any insurance called for by the terms of this Agreement and to pay all or any part of the premiums therefor; (d) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due, and to become due thereunder, directly to the Secured Party principal or as the Secured Party shall direct, and to receive payment of and receipt for any and all moneys, claims and other amounts due, and to become due at any time, distribution payable in respect of or arising out of any Collateral; (e) upon the occurrence and during the continuation of an Event of Default, to sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts and other Documents constituting or relating to the Collateral; (f) upon the occurrence and during the continuation of an Event of Default, 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 thereof, and to enforce any other right for and in respect the name, place and stead of any Collateral; (g) upon the occurrence and during the continuation of an Event of Defaultsuch Pledgor, to defend any suit, action or proceeding brought against a Debtor with respect to any Collateral; (h) upon the occurrence and during the continuation of an Event of Default, to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Secured Party may deem appropriate; (i) to the extent that a Debtor’s authorization given in Section 4.1(b) of this Agreement is not sufficient to file such financing statements with respect to this Agreement, with or without such Debtor’s signature, or to file a photocopy of this Agreement in substitution for a financing statement, as the Secured Party may deem appropriate and to execute in such Debtor’s name such financing statements and amendments thereto and continuation statements which may require such Debtor’s signature; (j) upon the occurrence and during the continuation of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Secured Party were the absolute owners thereof for all purposes; and (k) to do, at the Secured Party’s option and at such Debtor’s expense, at any time, or from time to time, all acts and things which the Secured Party reasonably deems necessary to protect or preserve or, upon the occurrence and during the continuation of an Event of Default, realize upon the Collateral and the Secured Party’s lien therein, in order to effect the intent of this Agreement, all as fully and effectively as such Debtor might do. Each Debtor hereby ratifies, to the extent permitted by law, all that such attorneys lawfully do or cause to be done by virtue hereof provided the same is performed in a commercially reasonable manner. The power of attorney granted hereunder is a power coupled with an interest and shall be irrevocable until the Obligations are indefeasibly paid in full in cash and this Agreement is terminated in accordance with Section 4.12 hereof. Each Debtor also authorizes the Secured Party, at any time from and after the occurrence and during the continuation of any Event of Default, (x) to communicate in its own name with any party to any Contract with regard to the assignment of the right, title and interest of such Debtor in and under the Contracts hereunder and other matters relating thereto and (y) to execute, in connection with any sale of Collateral provided for in Section 4.6 hereof, any endorsements, assignments or other instruments of conveyance or transfer with in respect to of the CollateralEquity Interests (and/or any Additional Equity Interests) or any other property which is or may become a part of the Collateral hereunder.

Attorney-in-Fact. Each Debtor hereby irrevocably constitutes and appoints the Secured PartyCollateral Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Debtor and in the name of such Debtor or in its own name, from time to time in the discretion of the Secured PartyCollateral Agent, 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 desirable to perfect or protect any security interest granted hereunder, to maintain the perfection or priority of any security interest granted hereunder, or to otherwise accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, hereby gives the Secured Party Collateral Agent the power and right, on behalf of such Debtor, without notice to or assent by such Debtor (to the extent permitted by applicable law), to do the following, upon the occurrence and during the continuation of an Event of Default under the Note: (a) 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 of this Agreement; (b) upon the occurrence and during the continuation of an Event of Default, to ask, demand, collect, receive and give acquittance and receipts for any and all moneys due and to become due under any Collateral and, in the name of such Debtor or its own name or otherwise, to take possession of and endorse and collect any checks, drafts, notesNote, acceptances or other Instruments for the payment of moneys due under any 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 Secured Party Parties for the purpose of collecting any and all such moneys due under any 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 Secured Party Parties for the purpose of collecting any and all such moneys due under any Collateral whenever payable; (c) to pay or discharge charges or liens levied or placed on or threatened against the Collateral, to effect any insurance called for by the terms of this Agreement and to pay all or any part of the premiums therefor; (d) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due, and to become due thereunder, directly to the Secured Party Parties or as the Secured Party Parties shall direct, and to receive payment of and receipt for any and all moneys, claims and other amounts due, and to become due at any time, in respect of or arising out of any Collateral; (e) upon the occurrence and during the continuation of an Event of Default, to sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts and other Documents constituting or relating to the Collateral; (f) upon the occurrence and during the continuation of an Event of Default, 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; (g) upon the occurrence and during the continuation of an Event of Default, to defend any suit, action or proceeding brought against a Debtor with respect to any Collateral; (h) upon the occurrence and during the continuation of an Event of Default, to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Secured Party Parties may deem appropriate; (i) to the extent that a Debtor’s authorization given in Section 4.1(b4.1(a) of this Agreement is not sufficient to file such financing statements with respect to this Agreement, with or without such Debtor’s signature, or to file a photocopy of this Agreement in substitution for a financing statement, as the Secured Party Parties may deem appropriate and to execute in such Debtor’s name such financing statements and amendments thereto and continuation statements which may require such Debtor’s signature; (j) upon the occurrence and during the continuation of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Secured Party Parties were the absolute owners thereof for all purposes; and (k) to do, at the Secured Party’s Parties option and at such Debtor’s expense, at any time, or from time to time, all acts and things which the Secured Party Parties reasonably deems necessary to protect or preserve or, upon the occurrence and during the continuation of an Event of Default, realize upon the Collateral and the Secured Party’s Parties’ lien therein, in order to effect the intent of this Agreement, all as fully and effectively as such Debtor might do. Each Debtor hereby ratifies, to the extent permitted by law, all that such attorneys lawfully do or cause to be done by virtue hereof provided the same is performed in a commercially reasonable manner. The power of attorney granted hereunder is a power coupled with an interest and shall be irrevocable until the Obligations are indefeasibly paid in full in cash and this Agreement is terminated in accordance with Section 4.12 hereof. Each Debtor also authorizes the Secured PartyParties, at any time from and after the occurrence and during the continuation of any Event of Default, (x) to communicate in its own name with any party to any Contract with regard to the assignment of the right, title and interest of such Debtor in and under the Contracts hereunder and other matters relating thereto and (y) to execute, in connection with any sale of Collateral provided for in Section 4.6 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.

Attorney-in-Fact. Each Debtor The Grantor hereby irrevocably constitutes and appoints the Secured Party, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Debtor the Grantor and in the name of such Debtor the Grantor or in its own name, from time to time in upon the discretion occurrence and during the continuance of the Secured Partyan Event of Default, 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 desirable to perfect or protect any security interest granted hereunder, to maintain the perfection or priority of any security interest granted hereunder, or to otherwise accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, hereby gives the Secured Party the power and right, on behalf of such Debtorthe Grantor, without notice to or assent by such Debtor the Grantor (to the extent permitted by applicable lawApplicable Law), to do the followingfollowing upon the occurrence and during the continuation of an Event of Default: (a) 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 of this Agreement; (b) upon the occurrence and during the continuation of an Event of Default, to ask, demand, collect, receive and give acquittance and receipts for any and all moneys due and to become due under any Collateral and, in the name of such Debtor the Grantor 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 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 Secured Party for the purpose of collecting any and all such moneys due under any 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 Secured Party for the purpose of collecting any and all such moneys due under any Collateral whenever payable; (c) to pay or discharge charges or liens levied or placed on or threatened against the Collateral, to effect any insurance called for by the terms of this Agreement or the Note Documents and to pay all or any part of the premiums therefor; (d) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due, and to become due thereunder, directly to the Secured Party or as the Secured Party shall direct, and to receive payment of and receipt for any and all moneys, claims and other amounts due, and to become due at any time, in respect of or arising out of any Collateral; (e) upon the occurrence and during the continuation of an Event of Default, to sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtorsthe Grantor, assignments, verifications and notices in connection with accounts and other Documents constituting or relating to the Collateral; (f) upon the occurrence and during the continuation of an Event of Default, 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; (g) upon the occurrence and during the continuation of an Event of Default, to defend any suit, action or proceeding brought against a Debtor the Grantor with respect to any Collateral; (h) upon the occurrence and during the continuation of an Event of Default, to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Secured Party may deem appropriate; (i) to the extent that a Debtorthe Grantor’s authorization given in Section 4.1(b) of this Agreement is not sufficient to file such financing statements with respect to this Agreement, with or without such Debtor’s signature, or to file a photocopy of this Agreement in substitution for a financing statement, as the Secured Party may deem appropriate and to execute in such Debtor’s name such financing statements and amendments thereto and continuation statements which may require such DebtorGrantor’s signature; (j) upon the occurrence and during the continuation of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Secured Party were the absolute owners owner thereof for all purposes; (k) to prepare, sign, and file any document which may be required by the United States Patent and Trademark Office, the United States Copyright Office or similar registrar in order to effect an absolute assignment of all right, title and interest in all registered Intellectual Property and any application for all such registrations, and record the same; (l) to prepare, sign, and file for recordation in any intellectual property registry, appropriate evidence of the lien and security interest granted herein in the Intellectual Property in the name of the Grantor as debtor; and (km) to do, at the Secured Party’s option and at such Debtorthe Grantor’s expense, at any time, or from time to time, all acts and things which the Secured Party reasonably deems necessary to protect or preserve or, upon the occurrence and during the continuation of an Event of Default, or realize upon the Collateral and the Secured Party’s lien therein, in order to effect the intent of this Agreement, all as fully and effectively as such Debtor the Grantor might do. Each Debtor The Grantor hereby ratifies, to the extent permitted by law, all that such attorneys lawfully do or cause to be done by virtue hereof provided the same is performed in a commercially reasonable manner. The power of attorney granted hereunder is a power coupled with an interest and shall be irrevocable until the Obligations are indefeasibly paid in full in cash and this Agreement is terminated in accordance with Section 4.12 hereof. Each Debtor The Grantor also authorizes the Secured Party, at any time from and after the occurrence and during the continuation of any Event of Default, (x) to communicate in its own name with any party to any Contract constituting Collateral with regard to the assignment of the right, title and interest of such Debtor the Grantor in and under the Contracts Contract hereunder and other matters relating thereto and (y) to execute, in connection with any sale of Collateral provided for in Section 4.6 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.

Attorney-in-Fact. Each Debtor Subject and subordinate in all respects to the rights, powers and prerogatives of the Agency under the Acknowledgment Agreement and Consent Agreement, upon the occurrence and during the continuance of an Event of Default, Bank is hereby irrevocably constitutes and appoints appointed the Secured Partyattorney-in-fact of Borrower, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Debtor and in the name of such Debtor or in its own name, from time to time in the discretion of the Secured Party, for the purpose of carrying out the terms provisions of this Agreement, to take Agreement and taking any and all appropriate action and to execute and deliver executing any and all agreements, documents and or instruments which that Bank may be deem necessary or desirable advisable to perfect or protect any security interest granted hereunder, to maintain the perfection or priority of any security interest granted hereunder, or to otherwise accomplish the purposes of this Agreement’s purposes, andwhich appointment as attorney-in-fact is coupled with an interest and irrevocable for so long as any of the Indebtedness, without the Obligations or the C01mnitments are outstanding. Bank agrees not to exercise its rights under this power of attorney unless, in its opinion or the opinion of its legal counsel, an Event of Default has occurred that Bank has not declared in writing to have been cured or waived. Without limiting the generality of the foregoing, hereby gives Bank shall have the Secured Party the power right and rightpower, on behalf of such Debtor, without notice to or assent by such Debtor (to the extent permitted by applicable law), to do the following: (a) 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 of this Agreement; (b) upon the occurrence and during the continuation of an Event of Default, to ask, demand, collect, receive and give acquittance and receipts for any and all moneys due and to become due under any Collateral and, either in the name of such Debtor Borrower or both, or in its own name or otherwisename, to take possession (a) give notices of its security interest in the Collateral to any Person, (b) endorse in blank, to itself or to a nominee all items of Collateral that are transferable by endorsement and endorse are payable to the order of Borrower, including canceling, completing or supplying any unneeded, incomplete or missing endorsement of Borrower and any related assignment, (c) receive, endorse, collect and receipt for all checks and other orders made payable to the order of Borrower representing any checks, drafts, notes, acceptances or other Instruments for the payment of moneys due under account of the principal of or interest on any Collateral or their proceeds (including any securities), or the proceeds of sale of any of the Collateral, or any payment in respect of any hedging arrangement or device, and to file give full discharge for them, (d) request that any claim Pledged Servicing Right related to ▇▇▇▇▇▇▇ Mac be transferred to Bank or to take another approved servicer approved by ▇▇▇▇▇▇▇ Mac and perform (without assuming or being deemed to have assumed any of the obligations of Borrower thereunder) all aspects of each servicing contract that is Collateral, (e) request distribution to Bank of sale proceeds or any applicable contract termination fees arising from the sale or termination of such Pledged Servicing Rights and remaining after satisfaction of Borrower’s relevant obligations to ▇▇▇▇▇▇▇ Mac, including costs and expenses related to any such sale or transfer of such Pledged Servicing Rights and other action or proceeding in any court amounts due for unmet obligations of law or equity or otherwise deemed appropriate by Borrower to the Secured Party for Agency under the purpose of collecting Agency Guidelines, (f) deal with investors and any and all such moneys due under any Collateral whenever payable sub-servicers and to file any claim or to take any other action or proceeding master servicers in any court respect of law or equity or otherwise deemed appropriate by the Secured Party for the purpose of collecting any and all such moneys due under any Collateral whenever payable; (c) to pay or discharge charges or liens levied or placed on or threatened against the Collateral, to effect any insurance called for by the terms of this Agreement and to pay all or any part of the premiums therefor; (d) to direct any party liable for any payment under any of the Collateral to make payment of any in the same manner and all moneys due, with the same effect as if done by Borrower and to become due thereunder, directly to the Secured Party or as the Secured Party shall direct, and to receive payment of and receipt for any and all moneys, claims and other amounts due, and to become due at any time, in respect of or arising out of any Collateral; (e) upon the occurrence and during the continuation of an Event of Default, to sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts and other Documents constituting or relating to the Collateral; (f) upon the occurrence and during the continuation of an Event of Default, 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; (g) upon the occurrence take any action and during the continuation of an Event of Default, execute any instruments that Bank deems necessary or advisable to defend any suit, action or proceeding brought against a Debtor with respect to any Collateral; (h) upon the occurrence and during the continuation of an Event of Default, to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Secured Party may deem appropriate; (i) to the extent that a Debtor’s authorization given in Section 4.1(b) of this Agreement is not sufficient to file such financing statements with respect to this Agreement, with or without such Debtor’s signature, or to file a photocopy of this Agreement in substitution for a financing statement, as the Secured Party may deem appropriate and to execute in such Debtor’s name such financing statements and amendments thereto and continuation statements which may require such Debtor’s signature; (j) upon the occurrence and during the continuation of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with accomplish any of the Collateral as fully and completely as though the Secured Party were the absolute owners thereof for all such purposes; and (k) to do, at the Secured Party’s option and at such Debtor’s expense, at any time, or from time to time, all acts and things which the Secured Party reasonably deems necessary to protect or preserve or, upon the occurrence and during the continuation of an Event of Default, realize upon the Collateral and the Secured Party’s lien therein, in order to effect the intent of this Agreement, all as fully and effectively as such Debtor might do. Each Debtor hereby ratifies, to the extent permitted by law, all that such attorneys lawfully do or cause to be done by virtue hereof provided the same is performed in a commercially reasonable manner. The power of attorney granted hereunder is a power coupled with an interest and shall be irrevocable until the Obligations are indefeasibly paid in full in cash and this Agreement is terminated in accordance with Section 4.12 hereof. Each Debtor also authorizes the Secured Party, at any time from and after the occurrence and during the continuation of any Event of Default, (x) to communicate in its own name with any party to any Contract with regard to the assignment of the right, title and interest of such Debtor in and under the Contracts hereunder and other matters relating thereto and (y) to execute, in connection with any sale of Collateral provided for in Section 4.6 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.

Attorney-in-Fact. Each Debtor hereby irrevocably constitutes and appoints the Secured Party, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Debtor and in the name of such Debtor or in its own name, from time to time in the discretion Permitted Discretion 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 and deliver any and all documents and instruments which may be necessary or desirable to perfect or protect any security interest granted hereunder, to maintain the perfection or priority of any security interest granted hereunder, or to otherwise accomplish the purposes of this Agreement, Agreement and, without limiting the generality of the foregoing, hereby gives the Secured Party the power and right, on behalf of such Debtor, without notice to or assent by such Debtor (to the extent permitted by applicable law)Debtor, to do the following: (a) 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 of this Agreement; (b) following upon the occurrence and during the continuation continuance of an any Event of Default, : (a) to ask, demand, collect, receive and give acquittance and receipts for any and all moneys due and to become due under any Collateral and, in the name of such Debtor 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 any 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 Secured Party for the purpose of collecting any and all such moneys due under any 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 Secured Party for the purpose of collecting any and all such moneys due under any Collateral whenever payable; (cb) to pay or discharge charges or liens Liens levied or placed on or threatened against the CollateralCollateral (other than the Permitted Liens), to effect any insurance called for by the terms of this Agreement and to pay all or any part of the premiums therefor; (dc) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due, and to become due thereunder, directly to the Secured Party or as the Secured Party shall direct, and to receive payment of and receipt for any and all moneys, claims and other amounts due, and to become due at any time, in respect of or arising out of any Collateral; (ed) upon the occurrence and during the continuation of an Event of Default, to sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts Accounts and other Documents constituting or relating to the Collateral; (fe) upon the occurrence and during the continuation of an Event of Default, 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; (gf) upon the occurrence and during the continuation of an Event of Default, to defend any suit, action or proceeding brought against a Debtor with respect to any Collateral; (hg) upon the occurrence and during the continuation of an Event of Default, to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Secured Party may deem appropriate; (ih) to the extent that a Debtor’s 's authorization given in Section 4.1(b6.1(c) of this Agreement is not sufficient sufficient, to file such financing statements with respect to this Agreement, with or without such Debtor’s signature, or to file a photocopy of this Agreement in substitution for a financing statement, as the Secured Party may deem appropriate appropriate, and to execute in such Debtor’s 's name such financing statements and amendments thereto and continuation statements which may require such Debtor’s 's signature;; and (ji) upon the occurrence and during the continuation of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Secured Party were the absolute owners owner thereof for all purposes; and (k) , and to do, at the Secured Party’s 's option and at such Debtor’s 's expense, at any time, or from time to time, all acts and things which the Secured Party reasonably deems necessary to protect protect, preserve or preserve or, upon the occurrence and during the continuation of an Event of Default, realize upon the Collateral and the Secured Party’s lien 's Lien therein, in order to effect the intent of this Agreement, all as fully and effectively as such Debtor might do. Each Debtor hereby ratifies, to the extent permitted by law, all that such attorneys lawfully do or cause to be done by virtue hereof provided the same is performed in a commercially reasonable mannerhereof. The power of attorney granted hereunder is a power coupled with an interest and shall be irrevocable until the Obligations Liabilities are indefeasibly paid in full in cash and this the Purchase Agreement is terminated in accordance with Section 4.12 hereofterminated. Each Debtor also authorizes the Secured Party, at any time from and after the occurrence and during the continuation continuance of any Event of Default, (x) to communicate in its own name with any party to any Contract with regard to the assignment of the right, title and interest of such Debtor in and under the Contracts hereunder and other matters relating thereto and (y) to execute, in connection with any sale of Collateral provided for in Section 4.6 hereofCollateral, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.

Attorney-in-Fact. Each Debtor Assignor hereby irrevocably constitutes and appoints the Offshore Collateral Agent, acting for and on behalf of itself and the other Secured Party, with full power Parties and each successor or permitted assign of substitutionthe Offshore Collateral Agent and the other Secured Parties, as its the true and lawful attorney-in-fact of such Assignor, with full irrevocable power and authority in the place and stead of such Debtor Assignor and in the name of such Debtor Assignor, the Offshore Collateral Agent or in its own nameotherwise, from time subject to time in the discretion of the Secured Party, for the purpose of carrying out the terms of this Agreementthe Common Terms Agreement and the other Finance Documents to enforce all rights, interests and remedies of such Assignor with respect 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 perfect or protect any security interest granted hereunderthe Collateral, to maintain including the perfection or priority of any security interest granted hereunderright, or to otherwise accomplish acting at the purposes of this Agreement, and, without limiting the generality direction of the foregoing, hereby gives the Secured Party the power and right, on behalf of such Debtor, without notice to or assent by such Debtor (to the extent permitted by applicable law), to do the followingRequired Lenders: (a) 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 of this Agreement; (b) upon the occurrence and during the continuation of an Event of Default, to ask, require, demand, collect, receive and give acquittance and receipts for any and all moneys and claims for moneys due and to become due under or arising out of the Assigned Agreements or any of the other Collateral, including any insurance policies; (b) to elect remedies thereunder and to endorse any checks or other instruments or orders in connection therewith; (c) to file any claims or take any action or institute any proceedings in connection therewith which the Offshore Collateral andAgent may reasonably deem to be necessary or advisable; (d) to pay, settle or compromise all bills and claims which may be or become liens or security interests against any or all of the Collateral, or any part thereof, unless a bond or other security satisfactory to the Offshore Collateral Agent has been provided; (e) to vote, demand, receive and enforce such Assignor’s rights with respect to the Collateral, including in any Insolvency or Liquidation Proceeding; (f) to do any and every act which such Assignor might do on its behalf with respect to the Collateral or any part thereof and to exercise any or all of such Assignor’s rights and remedies under any or all of the Assigned Agreements; (g) to preserve the validity, perfection and priority of the Liens granted by this Agreement or under any other Finance Documents; (h) to, in the name of such Debtor Assignor or its own name name, or otherwise, to take possession of of, receive and endorse and collect any checkscheck, draftsAccount, notesChattel Paper, acceptances draft, note, acceptance or other Instruments Instrument for the payment of moneys due under any 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 Secured Party for the purpose of collecting any and all such moneys due under any 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 Secured Party for the purpose of collecting any and all such moneys due under any Collateral whenever payable; (c) to pay or discharge charges or liens levied or placed on or threatened against the Collateral, to effect any insurance called for by the terms of this Agreement and to pay all or any part of the premiums therefor; (d) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due, and to become due thereunder, directly to the Secured Party or as the Secured Party shall direct, and to receive payment of and receipt for any and all moneys, claims and other amounts due, and to become due at any time, in respect of or arising out of any Collateral; (e) upon the occurrence and during the continuation of an Event of Default, to sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts and other Documents constituting or relating to the Collateral; (f) upon the occurrence and during the continuation of an Event of Default, 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; (g) upon the occurrence and during the continuation of an Event of Default, to defend any suit, action or proceeding brought against a Debtor with respect to any Collateral; (h) upon the occurrence and during the continuation of an Event of Default, to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Secured Party may deem appropriate; (i) to the extent that a Debtor’s authorization given in Section 4.1(b) of this Agreement is not sufficient to file such financing statements with respect to this Agreement, with or without such Debtor’s signature, or to file a photocopy of this Agreement in substitution for a financing statement, as the Secured Party may deem appropriate and to execute in such Debtor’s name such financing statements and amendments thereto and continuation statements which may require such Debtor’s signature; (j) upon the occurrence and during the continuation of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Secured Party were the absolute owners thereof for all purposes; and (k) to do, at the Secured Party’s option and at such Debtor’s expense, at any time, or from time to time, all acts and things which the Secured Party reasonably deems necessary to protect or preserve or, upon the occurrence and during the continuation of an Event of Default, realize upon the Collateral and the Secured Party’s lien therein, in order to effect the intent of this Agreement, all as fully and effectively as such Debtor might do. Each Debtor hereby ratifies, to the extent permitted by law, all that such attorneys lawfully do or cause to be done by virtue hereof provided the same is performed in a commercially reasonable manner. The power of attorney granted hereunder is a power coupled with an interest and shall be irrevocable until the Obligations are indefeasibly paid in full in cash and this Agreement is terminated in accordance with Section 4.12 hereof. Each Debtor also authorizes the Secured Party, at any time from and after the occurrence and during the continuation of any Event of Default, (x) to communicate in its own name with any party to any Contract with regard to the assignment of the right, title and interest of such Debtor in and under the Contracts hereunder and other matters relating thereto and (y) to execute, in connection with any sale or disposition of the Collateral provided for in Section 4.6 hereofunder Article IV (Remedies upon an Event of Default), any endorsements, assignments assignments, bills of sale or other instruments of conveyance or transfer with respect to all or any part of the Collateral.; (j) to give appropriate receipts, releases and satisfactions for and on behalf of and in the name of such Assignor or, at the option of the Offshore Collateral Agent, in the name of the Offshore Collateral Agent, with the same force and effect as such Assignor could do if this Agreement had not been made; and

Attorney-in-Fact. Each Debtor hereby irrevocably constitutes and appoints the Secured Party, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Debtor and in the name of such Debtor or in its own name, from time to time in the discretion of the Secured Party, for (a) For the purpose of carrying out the terms of this Agreement, allowing Administrative Agent to take any exercise its rights and all appropriate action and to execute and deliver any and all documents and instruments which may be necessary or desirable to perfect or protect any security interest granted hereunder, to maintain the perfection or priority of any security interest granted hereunder, or to otherwise accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, hereby gives the Secured Party the power and right, on behalf of such Debtor, without notice to or assent by such Debtor (to the extent permitted by applicable law), to do the following: (a) 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 of this Agreement; (b) upon remedies provided in Article 7 following the occurrence and during the continuation of an Event of Default, each Loan Party hereby constitutes and appoints Administrative Agent its true and lawful attorney-in-fact, with full power of substitution, with respect to ask, demand, collect, receive and give acquittance and receipts for any and all moneys due and to become due under any the Collateral and, in the name of such Debtor 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 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 Secured Party for the purpose of collecting any and all such moneys due under any 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 Secured Party for the purpose of collecting any and all such moneys due under any Collateral whenever payable; (c) to pay or discharge charges or liens levied or placed on or threatened against the Collateral, to effect any insurance called for by the terms of this Agreement and to pay all or any part of the premiums therefor; (d) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys dueapplicable Loan Party, and to become due thereunder, directly to the Secured Party hereby empowers such attorney or attorneys as the Secured Party shall direct, and to receive payment of and receipt for any and all moneys, claims and other amounts due, and to become due at any time, in respect of or arising out of any Collateral; (e) upon follows following the occurrence and during the continuation of an Event of Default: (i) to pay, settle or compromise all bills and claims which may be or become Liens or security interests against the Collateral, or any part thereof, unless a bond or other security satisfactory to sign Administrative Agent has been provided; (ii) to execute applications and indorse certificates in the name of the applicable Loan Party which reasonably may be required by the Financing Documents or any invoices, freight other agreement or express bills, bills instrument executed by or on behalf of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices any Loan Party in connection with accounts and other Documents constituting or relating to the Collateral; (fiii) upon the occurrence to prosecute and during the continuation of an Event of Default, to commence and prosecute any suits, defend all actions or proceedings at law in connection with any or in equity in any court all of competent jurisdiction to collect the Collateral or any part thereof and to enforce take such action and require such performance as such attorney reasonably deems necessary under any other right in respect of any Collateralperformance and payment bond and the Financing Documents; (giv) upon the occurrence to do any and during the continuation of an Event of Default, to defend every act which any suit, action or proceeding brought against a Debtor Loan Party might do on its behalf with respect to the Collateral or any Collateral; (h) upon the occurrence and during the continuation of an Event of Default, to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Secured Party may deem appropriate; (i) to the extent that a Debtor’s authorization given in Section 4.1(b) of this Agreement is not sufficient to file such financing statements with respect to this Agreement, with or without such Debtor’s signature, or to file a photocopy of this Agreement in substitution for a financing statement, as the Secured Party may deem appropriate part thereof and to execute in such Debtor’s name such financing statements and amendments thereto and continuation statements which may require such Debtor’s signature; (j) upon the occurrence and during the continuation of an Event of Default, generally to sell, transfer, pledge, make exercise any agreement with respect to or otherwise deal with any all of the Collateral as fully Loan Parties’ rights and completely as though remedies under any or all of the Secured Party were the absolute owners thereof for all purposesMaterial Equipment Document; and (kv) to do, at use any funds contained in any Account to pay interest and principal on the Secured Party’s option and at such Debtor’s expense, at any time, or Obligations as accrued from time to time, all acts and things which the Secured Party reasonably deems necessary time or to protect or preserve or, upon the occurrence and during the continuation of an Event of Default, realize upon the Collateral and the Secured Party’s lien therein, in order to effect the intent of this Agreement, all as fully and effectively as such Debtor might do. Each Debtor hereby ratifies, to the extent permitted by law, all that such attorneys lawfully do or cause to be done by virtue hereof provided the same is performed in a commercially reasonable manner. The pay Equipment Acquisition Costs. (b) This power of attorney granted hereunder is shall be deemed to be a power coupled with an interest and shall be irrevocable until the Obligations are indefeasibly paid in full in cash and this Agreement is terminated in accordance with Section 4.12 hereof. Each Debtor also authorizes the Secured Party, at any time from and after the occurrence and during the continuation of any Event of Default, (x) to communicate in its own name with any party to any Contract with regard to the assignment of the right, title and interest of such Debtor in and under the Contracts hereunder and other matters relating thereto and (y) to execute, in connection with any sale of Collateral provided for in Section 4.6 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateralirrevocable.

Attorney-in-Fact. Each Debtor The Company hereby irrevocably constitutes and appoints the Secured Party, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Debtor the Company and in the name of such Debtor the Company or in its own name, from time to time in the discretion 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 and deliver any and all documents and instruments which may be necessary or desirable to perfect or protect any security interest granted hereunder, hereunder or to maintain the perfection or priority of any security interest granted hereunder, or to otherwise accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, hereby gives the Secured Party the power and right, on behalf of such Debtorthe Company, without notice to or assent by such Debtor (to the extent permitted by applicable law)Company, to do the followingfollowing upon the occurrence and during the continuation of any Event of Default: (a) 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 of this Agreement; (b) upon the occurrence and during the continuation of an Event of Default, to ask, demand, collect, receive and give acquittance and receipts for any and all moneys due and to become due under any Collateral and, in the name of such Debtor the 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 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 Secured Party for the purpose of collecting any and all such moneys due under any 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 Secured Party for the purpose of collecting any and all such moneys due under any Collateral whenever payable; (c) to pay or discharge charges or liens levied or placed on or threatened against the Collateral, to effect any insurance called for by the terms of this Agreement and to pay all or any part of the premiums therefor; (d) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due, and to become due thereunder, directly to the Secured Party or as the Secured Party shall direct, and to receive payment of and receipt for any and all moneys, claims and other amounts due, and to become due at any time, in respect of or arising out of any Collateral; (e) upon the occurrence and during the continuation of an Event of Default, to sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts and other Documents constituting or relating to the Collateral; (f) upon the occurrence and during the continuation of an Event of Default, 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; (g) upon the occurrence and during the continuation of an Event of Default, to defend any suit, action or proceeding brought against a Debtor with respect to any Collateral; (h) upon the occurrence and during the continuation of an Event of Default, to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Secured Party may deem appropriate; (i) to the extent that a Debtor’s authorization given in Section 4.1(b4.1(a) of this Agreement is not sufficient to file such financing statements with respect to this Agreement, with or without such Debtorthe Company’s signature, or to file a photocopy of this Agreement in substitution for a financing statement, as the Secured Party may deem appropriate and to execute in such Debtorthe Company’s name such financing statements and amendments thereto and continuation statements which may require such Debtorthe Company’s signature;; and (j) upon the occurrence and during the continuation of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Secured Party were the absolute owners thereof for all purposes; and (k) , and to do, at the Secured Party’s option and at such Debtorthe Company’s expense, at any time, or from time to time, all acts and things which the Secured Party reasonably deems necessary to protect protect, preserve or preserve or, upon the occurrence and during the continuation of an Event of Default, realize upon the Collateral and the Secured Party’s lien therein, in order to effect the intent of this Agreement, all as fully and effectively as such Debtor the Company might do. Each Debtor hereby ratifies, to the extent permitted by law, all that such attorneys lawfully do or cause to be done by virtue hereof provided the same is performed in a commercially reasonable mannerhereof. The power of attorney granted hereunder is a power coupled with an interest and shall be irrevocable until the Obligations are indefeasibly paid in full in cash and this Agreement is terminated in accordance with Section 4.12 4.11 hereof. Each Debtor also authorizes the Secured Party, at any time from and after the occurrence and during the continuation of any Event of Default, (x) to communicate in its own name with any party to any Contract with regard to the assignment of the right, title and interest of such Debtor the Company in and under the Contracts hereunder and other matters relating thereto and (y) to execute, in connection with any sale of Collateral provided for in Section 4.6 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.

Attorney-in-Fact. Each Debtor Borrower hereby irrevocably constitutes and appoints each of the Secured PartyLenders at anytime after the occurrence and during the continuance of an Event of Default, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Debtor Borrower and in the name of such Debtor Borrower or in its own name, from time to time in the discretion of any of the Secured PartyLenders, 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 desirable to perfect or protect any security interest granted hereunder, to maintain the perfection or priority of any security interest granted hereunder, or to otherwise accomplish the purposes of this Agreement, Agreement and, without limiting the generality of the foregoing, hereby gives each of the Secured Party Lenders the power and right, on behalf of such DebtorBorrower, without notice to or assent by such Debtor (to the extent permitted by applicable law)Borrower, to do the following: (a) 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 of this Agreement; (b) following upon the occurrence and during the continuation of an any Event of Default, : (a) to ask, demand, collect, receive and give acquittance and receipts for any and all moneys due and to become due under any Collateral and, in the name of such Debtor Borrower 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 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 any of the Secured Party Lenders for the purpose of collecting any and all such moneys due under any 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 any of the Secured Party Lenders for the purpose of collecting any and all such moneys due under any Collateral whenever payable; (cb) to pay or discharge charges or liens levied or placed on or threatened against the CollateralCollateral (other than the Permitted Liens), to effect any insurance called for by the terms of this Agreement and to pay all or any part of the premiums therefor; (dc) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due, and to become due thereunder, directly to any of the Secured Party Lenders or as the Secured Party Lenders shall direct, and to receive payment of and receipt for any and all moneys, claims and other amounts due, and to become due at any time, in respect of or arising out of any Collateral; (ed) upon the occurrence and during the continuation of an Event of Default, to sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts and other Documents constituting or relating to the Collateral; (fe) upon the occurrence and during the continuation of an Event of Default, 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; (gf) upon the occurrence and during the continuation of an Event of Default, to defend any suit, action or proceeding brought against a Debtor Borrower with respect to any Collateral; (hg) upon the occurrence and during the continuation of an Event of Default, to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Secured Party Lenders may deem appropriate;; and (ih) to the extent that a Debtor’s authorization given in Section 4.1(b) of this Agreement is not sufficient to file such financing statements with respect to this Agreement, with or without such Debtor’s signature, or to file a photocopy of this Agreement in substitution for a financing statement, as the Secured Party may deem appropriate and to execute in such Debtor’s name such financing statements and amendments thereto and continuation statements which may require such Debtor’s signature; (j) upon the occurrence and during the continuation of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though any of the Secured Party Lenders were the absolute owners thereof for all purposes; and (k) , and to do, at any of the Secured Party’s Lender's option and at such Debtor’s Borrower's expense, at any time, or from time to time, all acts and things which the Secured Party reasonably deems Lenders deem necessary to protect protect, preserve or preserve or, upon the occurrence and during the continuation of an Event of Default, realize upon the Collateral and any of the Secured Party’s Lender's lien therein, in order to effect the intent of this Agreement, all as fully and effectively as such Debtor Borrower might do. Each Debtor Borrower hereby ratifies, to the extent permitted by law, all that such attorneys lawfully do or cause to be done by virtue hereof provided the same is performed in a commercially reasonable mannerhereof. The power of attorney granted hereunder is a power coupled with an interest and shall be irrevocable until the Obligations Liabilities are indefeasibly paid in full in cash and this the Agreement is terminated in accordance with Section 4.12 hereof. Each Debtor also authorizes the Secured Party, at any time from and after the occurrence and during the continuation of any Event of Default, (x) to communicate in its own name with any party to any Contract with regard to the assignment of the right, title and interest of such Debtor in and under the Contracts hereunder and other matters relating thereto and (y) to execute, in connection with any sale of Collateral provided for in Section 4.6 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateralterminated.

Attorney-in-Fact. Each Debtor Pledgor hereby irrevocably constitutes and appoints the Secured Party, with full power of substitutionParty or any officer or agent whom Secured Party may designate, as its true and lawful attorney-in-fact and proxy, which appointment being coupled with an interest is irrevocable until the termination of the Loan Documents according to their terms, with full irrevocable power and authority in the such Pledgor’s place and stead of such Debtor and in the such Pledgor’s name of such Debtor or in its own name, at such Pledgor’s reasonable cost and expense, from time to time in the discretion 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 and deliver any and all documents and instruments which may be necessary or desirable to perfect or protect any security interest granted hereunder, to maintain the perfection or priority of any security interest granted hereunder, or to otherwise accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, hereby gives the Secured Party the power and right, on behalf of such Debtor, without notice to or assent by such Debtor (to the extent permitted by applicable law), to do the following: (a) 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 of this Agreement; (b) upon the occurrence and during the continuation of an Event of Default, to ask, demand, collect, receive and give acquittance and receipts for any and all moneys due and to become due under any Collateral and, in the name of such Debtor 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 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 Secured Party for the purpose of collecting any and all such moneys due under any 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 Secured Party for the purpose of collecting any and all such moneys due under any Collateral whenever payable; (c) to pay or discharge charges or liens levied or placed on or threatened against the Collateral, to effect any insurance called for by the terms of this Agreement and to pay all or any part of the premiums therefor; (d) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due, and to become due thereunder, directly to the Secured Party or as the Secured Party shall direct, and to receive payment of and receipt for any and all moneys, claims and other amounts due, and to become due at any time, in respect of or arising out of any Collateral; (e) upon the occurrence and during the continuation of an Event of Default, to sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts and other Documents constituting or relating to the Collateral; (f) upon the occurrence and during the continuation of an Event of Default, 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; (g) upon the occurrence and during the continuation of an Event of Default, to defend any suit, action or proceeding brought against a Debtor with respect to any Collateral; (h) upon the occurrence and during the continuation of an Event of Default, to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Secured Party may deem appropriate; (i) to the extent that a Debtor’s authorization given in Section 4.1(b) of this Agreement is not sufficient to file such financing statements with respect to this Agreement, with or without such Debtor’s signature, or to file a photocopy of this Agreement in substitution for a financing statement, as the Secured Party may deem appropriate and to execute in such Debtor’s name such financing statements and amendments thereto and continuation statements which may require such Debtor’s signature; (j) upon the occurrence and during the continuation of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Secured Party were the absolute owners thereof for all purposes; and (k) to do, at the Secured Party’s option and at such Debtor’s expense, at any time, or from time to time, all acts and things which the Secured Party reasonably deems necessary to protect or preserve or, upon the occurrence and during the continuation of an Event of Default, realize upon the Collateral and the Secured Party’s lien therein, in order to effect the intent of this Agreement, all as fully and effectively as such Debtor might do. Each Debtor hereby ratifies, to the extent permitted by law, all that such attorneys lawfully do or cause to be done by virtue hereof provided the same is performed in a commercially reasonable manner. The power of attorney granted hereunder is a power coupled with an interest and shall be irrevocable until the Obligations are indefeasibly paid in full in cash and this Agreement is terminated in accordance with Section 4.12 hereof. Each Debtor also authorizes the Secured Party, at any time from and after the occurrence and during the continuation of any Event of DefaultDefault in Secured Party’s reasonable discretion to take any action and to execute any instrument which Secured Party may reasonably deem necessary or advisable to enforce its rights under this Agreement or to accomplish the purposes of this Agreement or the other Loan Documents, (xincluding, without limitation, authority to ask for, demand, collect, s▇▇ for, recover, compound, receive and give acquittance and receipts for, endorse and collect all drafts or other instruments, chattel paper and moneys due and to become due or made payable to such Pledgor representing any distribution, interest payment or other payment in respect of the Pledged Collateral or any part thereof to be paid over to Secured Party pursuant to Section 2.3(c) and to communicate file any claims or take any action or institute any proceedings which the Secured Party may deem to be necessary or desirable for the collection thereof. Each Pledgor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof, in its own name with any party to any Contract with regard each case pursuant to the assignment powers granted under this Section 2.5, each Pledgor hereby acknowledges and agrees that Secured Party shall have no fiduciary duties to such Pledgor, and each Pledgor hereby waives any claims or rights of the right, title and interest a beneficiary of such Debtor in and under the Contracts hereunder and other matters relating thereto and (y) to execute, in connection with any sale of Collateral provided for in Section 4.6 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collaterala fiduciary relationship hereunder.

Attorney-in-Fact. (a) Each Debtor Borrower hereby irrevocably constitutes and appoints the Secured Party, with full power of substitution, Agent as its true and lawful attorney-in-fact fact, coupled with an interest, with full irrevocable power and authority in the place and stead of such Debtor each Borrower, and in the name of such Debtor each Borrower or in its own nameotherwise, from time to time in the discretion 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 and deliver any and all documents and instruments which may be necessary or desirable to perfect or protect any security interest granted hereunder, to maintain the perfection or priority of any security interest granted hereunder, or to otherwise accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, hereby gives the Secured Party the power and right, on behalf of such Debtor, without notice to or assent by such Debtor (to the extent permitted by applicable law), to do the following: (a) 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 of this Agreement; (b) upon after the occurrence of and during the continuation of an Event of Default, in Agent’s discretion, to take any action and to execute any instrument which Agent or Lenders may deem necessary or advisable to accomplish the purpose of this Agreement or any other Loan Document, including, without limitation, the following: (i) to ask, demand, collect, ▇▇▇ for, recover, compromise, receive and give acquittance and receipts for any and all moneys monies due and to become due under or in respect of the Collateral; (ii) to receive, endorse, and collect (A) any SPV Equity, Investment Transaction Equity or other payments in respect of the Collateral, (B) any instruments made payable to any Borrower representing any dividend, payment of principal, interest, redemption price, purchase price or other distribution or payment in respect of the Blocked Account, or (C) any other instruments, documents and chattel paper received in connection with this Agreement or any other Loan Document; (iii) to file any claims, or take any action or institute any proceedings which Agent or Lenders shall deem necessary or desirable for the collection of any SPV Equity or Investment Transaction Equity in the event that Borrowers shall fail to do so, or otherwise to enforce the rights of Agent and Lenders with respect to this Agreement and the other Loan Documents; (iv) to execute and/or file any Uniform Commercial Code financing statements, continuation statements, or other filing, and any amendment thereof, relating to the Collateral and(including the Blocked Account and the Excess Cash); (v) to give notice to any third parties which may be required to perfect Agent’s Lien, for the benefit of the Lender Group, in the name of such Debtor Collateral (including the Blocked Account and the Excess Cash); and (vi) to register, purchase, sell, assign, transfer, pledge 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 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 Secured Party for the purpose of collecting any and all such moneys due under any 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 Secured Party for the purpose of collecting any and all such moneys due under any Collateral whenever payable; (c) to pay or discharge charges or liens levied or placed on or threatened against the Collateral, to effect any insurance called for by the terms of this Agreement and to pay all or any part of the premiums therefor; (d) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due, and to become due thereunder, directly to the Secured Party or as the Secured Party shall direct, and to receive payment of and receipt for any and all moneys, claims and other amounts due, and to become due at any time, in respect of or arising out of any Collateral; (e) upon the occurrence and during the continuation of an Event of Default, to sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts and other Documents constituting or relating to the Collateral; (f) upon the occurrence and during the continuation of an Event of Default, 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; (g) upon the occurrence and during the continuation of an Event of Default, to defend any suit, action or proceeding brought against a Debtor with respect to any Collateral; Collateral (hincluding the Blocked Account and the Excess Cash) upon the occurrence and during the continuation of an Event of Defaultin accordance with this Agreement or, to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Secured Party may deem appropriate; (i) to the extent that a Debtor’s authorization given in Section 4.1(b) of this Agreement is not sufficient to file such financing statements with respect to this Agreementapplicable, with or without such Debtor’s signature, or to file a photocopy of this Agreement in substitution for a financing statement, as the Secured Party may deem appropriate and to execute in such Debtor’s name such financing statements and amendments thereto and continuation statements which may require such Debtor’s signature;any other Loan Document. (jb) upon the occurrence and during the continuation of an Event of DefaultAgent or Lenders may, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Secured Party were the absolute owners thereof for all purposes; and (k) to do, at the Secured Party’s option and at such Debtor’s expense, at any time, or from time to time, all acts at their sole option, perform any act which Borrowers agree hereunder to perform which Borrowers shall fail to perform, and things Agent and Lenders may from time to time take any other action which Agent or Lenders deem reasonably necessary for the Secured Party reasonably deems necessary maintenance, preservation or protection of any of the rights granted to protect or preserve orAgent and Lenders hereunder. (c) The powers conferred on Agent and Lenders hereunder, upon other than the occurrence and during the continuation of an Event of Default, realize upon the Collateral and the Secured Party’s lien therein, obligations expressly set forth in order to effect the intent of this Agreement, all shall not impose upon Agent or Lenders any duty as fully and effectively as such Debtor might do. Each Debtor hereby ratifies, to the extent permitted by lawCollateral (including the Blocked Account and the Excess Cash), all that such attorneys lawfully do or cause to be done by virtue hereof provided the same is performed in a commercially reasonable manner. The power of attorney granted hereunder is a power coupled with an interest and shall be irrevocable until the Obligations are indefeasibly paid in full in cash and this Agreement is terminated in accordance with Section 4.12 hereof. Each Debtor also authorizes the Secured Party, at any time from and after the occurrence and during the continuation of any Event of Default, responsibility for (xi) to communicate in its own name with any party to any Contract with regard to the assignment of the right, title and interest of such Debtor in and under the Contracts hereunder and other matters relating thereto and (y) to execute, in connection with any sale of Collateral provided for in Section 4.6 hereof, any endorsements, assignments ascertaining or other instruments of conveyance or transfer taking action with respect to any matters relative to the CollateralCollateral (including the Blocked Account and the Excess Cash), whether or not Agent or Lenders have or are deemed to have knowledge of such matters or (ii) taking any necessary steps to preserve rights against prior parties or any other rights pertaining to the Collateral (including the Blocked Account and the Excess Cash).

Attorney-in-Fact. Each Debtor hereby irrevocably constitutes and appoints the Secured Party, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Debtor and in the name of such Debtor or in its own name, from time to time in the discretion of the Secured Party, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action action, and to execute and deliver any and all documents and instruments which may be necessary or desirable to perfect or protect any security interest granted hereunder, to maintain the perfection or priority of any security interest granted hereunder, or hereunder and to otherwise accomplish the purposes of this Agreement, Agreement and, without limiting the generality of the foregoing, hereby gives the Secured Party the power and right, on behalf of such Debtor, without notice to or assent by such Debtor (to the extent permitted by applicable law)Debtor, to do the followingfollowing upon the occurrence and during the continuation of any Event of Default: (a) 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 of this Agreement; (b) upon the occurrence and during the continuation of an Event of Default, to ask, demand, collect, receive and give acquittance and receipts for any and all moneys due and to become due under any Collateral and, in the name of such Debtor 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 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 Secured Party for the purpose of collecting any and all such moneys due under any 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 Secured Party for the purpose of collecting any and all such moneys due under any Collateral whenever payable; (c) to pay or discharge charges or liens levied or placed on or threatened against the Collateral, to effect any insurance called for by the terms of this Agreement and to pay all or any part of the premiums therefor; (d) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due, and to become due thereunder, directly to the Secured Party or as the Secured Party shall direct, and to receive payment of and receipt for any and all moneys, claims and other amounts due, and to become due at any time, in respect of or arising out of any Collateral; (e) upon the occurrence and during the continuation of an Event of Default, to sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts and other Documents constituting or relating to the Collateral; (f) upon the occurrence and during the continuation of an Event of Default, 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; (g) upon the occurrence and during the continuation of an Event of Default, to defend any suit, action or proceeding brought against a Debtor with respect to any Collateral; (h) upon the occurrence and during the continuation of an Event of Default, to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Secured Party may deem appropriate; (i) to the extent that a Debtor’s 's authorization given in to Section 4.1(b) of this Agreement is not sufficient to file such financing statements with respect to this Agreement, with or without such Debtor’s 's signature, or to file a photocopy of this Agreement in substitution for a financing statement, as the Secured Party may deem appropriate and to execute in such Debtor’s 's name such financing statements and amendments thereto and continuation statements which may require such Debtor’s 's signature;; and (j) upon the occurrence and during the continuation of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Secured Party were the absolute owners thereof for all purposes; and (k) , and to do, at the Secured Party’s 's option and at such Debtor’s 's expense, at any time, or from time to time, all acts and things which the Secured Party reasonably deems necessary to protect protect, preserve or preserve or, upon the occurrence and during the continuation of an Event of Default, realize upon the Collateral and the Secured Party’s 's lien therein, in order to effect the intent of this Agreement, all as fully and effectively as such Debtor might do. Each Debtor hereby ratifies, to the extent permitted by law, all that such attorneys lawfully do or cause to be done by virtue hereof provided the same is performed in a commercially reasonable mannerhereof. The power of attorney granted hereunder is a power coupled with an interest and shall be irrevocable until the Obligations are indefeasibly paid in full in cash and this Agreement is terminated in accordance with Section 4.12 hereofcash. Each Debtor also authorizes the Secured Party, at any time from and after the occurrence and during the continuation of any Event of Default, (x) to communicate in its own name with any party to any Contract with regard to the assignment of the right, title and interest of such Debtor in and under the Contracts hereunder and other matters relating thereto and (y) to execute, in connection with any sale of Collateral provided for in Section 4.6 4.5 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.

Attorney-in-Fact. Each Debtor Grantor hereby irrevocably constitutes and appoints the Secured Party, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Debtor Grantor and in the name of such Debtor Grantor or in its own name, from time to time in the discretion 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 and deliver any and all documents and instruments which may be necessary or desirable to perfect or protect any security interest granted hereunder, to maintain the perfection or priority of any security interest granted hereunder, or to otherwise accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, hereby gives the Secured Party the power and right, on behalf of such DebtorGrantor, without notice to or assent by such Debtor Grantor (to the extent permitted by applicable lawApplicable Law), to do the following: (a) upon the occurrence and during the continuation of an Event of Default, 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 of this Agreement; (b) upon the occurrence and during the continuation of an Event of Default, to ask, demand, collect, receive and give acquittance and receipts for any and all moneys due and to become due under any Collateral and, in the name of such Debtor Grantor 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 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 Secured Party (at the direction of the Required Lenders) for the purpose of collecting any and all such moneys due under any 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 Secured Party (at the direction of the Required Lenders) for the purpose of collecting any and all such moneys due under any Collateral whenever payable; (c) to pay or discharge charges or liens levied or placed on or threatened against the Collateral, to effect any insurance called for by the terms of this Agreement or the Credit Agreement and to pay all or any part of the premiums therefor; (d) upon the occurrence and during the continuation of an Event of Default, to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due, and to become due thereunder, directly to the Secured Party or as the Secured Party shall directdirect (at the direction of the Required Lenders), and to receive payment of and receipt for any and all moneys, claims and other amounts due, and to become due at any time, in respect of or arising out of any Collateral; (e) upon the occurrence and during the continuation of an Event of Default, to sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtorsGrantors, assignments, verifications and notices in connection with accounts and other Documents constituting or relating to the Collateral; (f) upon the occurrence and during the continuation of an Event of Default, 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; (g) upon the occurrence and during the continuation of an Event of Default, to defend any suit, action or proceeding brought against a Debtor Grantor with respect to any Collateral; (h) upon the occurrence and during the continuation of an Event of Default, to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Secured Party may deem appropriateappropriate (at the direction of the Required Lenders); (i) to the extent that a DebtorGrantor’s authorization given in Section 4.1(b) of this Agreement is not sufficient to file such financing statements with respect to this Agreement, with or without such DebtorGrantor’s signature, or to file a photocopy of this Agreement in substitution for a financing statement, as the Secured Party may deem appropriate and to execute in such Debtor’s name such financing statements and amendments thereto and continuation statements which may require such Debtor’s signature(at the direction of the Required Lenders); (j) upon the occurrence and during the continuation of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Secured Party were the absolute owners owner thereof for all purposes; and (k) to do, at the Secured Party’s option (at the direction of the Required Lenders) and at such DebtorGrantor’s expense, at any time, or from time to time, all acts and things which the Secured Party reasonably deems necessary to protect or preserve or, upon the occurrence and during the continuation of an Event of Default, realize upon the Collateral and the Secured Party’s lien therein, in order to effect the intent of this Agreement, all as fully and effectively as such Debtor Grantor might do. Each Debtor Grantor hereby ratifies, to the extent permitted by law, all that such attorneys lawfully do or cause to be done by virtue hereof provided the same is performed in a commercially reasonable manner. The power of attorney granted hereunder is a power coupled with an interest and shall be irrevocable until the Obligations are indefeasibly paid Paid in full in cash Full and this Agreement is terminated in accordance with Section 4.12 hereof. Each Debtor Grantor also authorizes the Secured Party, at any time from and after the occurrence and during the continuation of any Event of Default, (x) to communicate in its own name with any party to any Contract with regard to the assignment of the right, title and interest of such Debtor Grantor in and under the Contracts hereunder and other matters relating thereto and (y) to execute, in connection with any sale of Collateral provided for in Section 4.6 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.

Attorney-in-Fact. Each Debtor hereby irrevocably constitutes and appoints the Secured PartyCollateral Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Debtor and in the name of such Debtor or in its own name, from time to time in the discretion of the Secured PartyCollateral Agent, 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 desirable to perfect or protect any security interest granted hereunder, to maintain the perfection or priority of any security interest granted hereunder, or to otherwise accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, hereby gives the Secured Party Collateral Agent the power and right, on behalf of such Debtor, without notice to or assent by such Debtor (to the extent permitted by applicable law), to do the following: (a) 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 of this Agreement; (b) upon the occurrence and during the continuation of an Event of Default, to ask, demand, collect, receive and give acquittance and receipts for any and all moneys due and to become due under any Collateral and, in the name of such Debtor 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 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 Secured Party Collateral Agent for the purpose of collecting any and all such moneys due under any 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 Secured Party Collateral Agent for the purpose of collecting any and all such moneys due under any Collateral whenever payable; (c) to pay or discharge charges or liens levied or placed on or threatened against the Collateral, to effect affect any insurance called for by the terms of this Agreement and to pay all or any part of the premiums therefor; (d) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due, and to become due thereunder, directly to the Secured Party Collateral Agent or as the Secured Party Collateral Agent shall direct, and to receive payment of and receipt for any and all moneys, claims and other amounts due, and to become due at any time, in respect of or arising out of any Collateral; (e) upon the occurrence and during the continuation of an Event of Default, to sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts and other Documents constituting or relating to the Collateral; (f) upon the occurrence and during the continuation of an Event of Default, 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; (g) upon the occurrence and during the continuation of an Event of Default, to defend any suit, action or proceeding brought against a Debtor with respect to any Collateral; (h) upon the occurrence and during the continuation of an Event of Default, to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Secured Party Collateral Agent may deem appropriate; (i) to the extent that a Debtor’s authorization given in Section 4.1(b) of this Agreement is not sufficient to file such financing statements with respect to this Agreement, with or without such Debtor’s signature, or to file a photocopy of this Agreement in substitution for a financing statement, as the Secured Party Collateral Agent may deem appropriate and to execute in such Debtor’s name such financing statements and amendments thereto and continuation statements which may require such Debtor’s signature; (j) upon the occurrence and during the continuation of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Secured Party Collateral Agent were the absolute owners thereof for all purposes; and (k) to do, at the Secured PartyCollateral Agent’s option and at such Debtor’s expense, at any time, or from time to time, all acts and things which the Secured Party Collateral Agent reasonably deems necessary to protect or preserve or, upon the occurrence and during the continuation of an Event of Default, or realize upon the Collateral and the Secured Party’s lien Parties’ Liens therein, in order to effect the intent of this Agreement, all as fully and effectively as such Debtor might do. Each Debtor hereby ratifies, to the extent permitted by law, all that such attorneys lawfully do or cause to be done by virtue hereof provided the same is performed in a commercially reasonable manner. The power of attorney granted hereunder is a power coupled with an interest and shall be irrevocable until the Obligations are indefeasibly paid in full in cash and this Agreement is terminated in accordance with Section 4.12 hereof. Each Debtor also authorizes the Secured PartyCollateral Agent, at any time from and after the occurrence and during the continuation of any Event of Default, (x) to communicate in its own name with any party to any Contract with regard to the assignment of the right, title and interest of such Debtor in and under the Contracts hereunder and other matters relating thereto and (y) to execute, in connection with any sale of Collateral provided for in Section 4.6 4.5 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.

Attorney-in-Fact. Each Debtor (a) The Borrower hereby irrevocably constitutes and appoints the Secured Party, with full power of substitution, Lender as its true and lawful attorney-in-fact with full irrevocable power and authority fact, in the its place and stead and with full power of such Debtor and substitution, either in the Lender’s own name or in the name of the Borrower to do the following after an Event of Default, to the extent the Borrower has such Debtor right: (i) Endorse any notes, checks, drafts, money orders, or other evidences of payment payable to the Borrower relating to the Collateral that may come into the possession of the Lender and obtain, take possession of, substitute the Lender or any designee of the Lender for the Borrower as the owner of, or signatory on, and otherwise apply in any manner, all deposit accounts, cash or cash equivalents, instruments and general intangibles of, relating to or derived from the Series or any other Collateral, and all proceeds thereof including, but not limited to, interest, chattel paper, notes, certificates, writings, distributions, dividends, profits, rights, benefits, premiums and other payments and rights to payment, held by any Person for or in its own name, from time to time in the discretion name of the Secured PartyBorrower; (ii) Enforce all of the Borrower’s rights under and pursuant to all agreements with respect to the Collateral, all for the sole benefit of the Lender, and to enter into such other agreements as may be necessary to complete the production, distribution, and exploitation of Season Two; (iii) Enter into and perform such agreements as may be necessary in order to carry out the terms, covenants, and conditions of this Agreement and the other Loan Documents that are required to be observed or performed by the Borrower; (iv) Execute such other and further mortgages, pledges, and assignments of the Collateral as the Lender may reasonably require solely for the purpose of carrying out protecting, maintaining, or enforcing the Lien granted to the Lender by this Agreement and the other Loan Documents; (v) Take over and complete production of Season Two or any Episode (including, but not limited to completing post-production and editing and locking Season Two or any Episode); (vi) Sign and deliver documents required or appropriate to reduce or eliminate any foreign withholding taxes; (vii) Lease, license, sell or otherwise dispose of the Series or Season Two and/or such distribution rights in and to the Series and such other rights therein as have not been disposed of by the Borrower or any Person on behalf of the Borrower (or to engage others to do so with the costs and expenses thereof to be recoupable by the Lender as provided herein); (viii) Renegotiate the Netflix License Agreement or such other agreements as the Lender has a Lien in pursuant to the terms hereof as the Lender in its sole and exclusive discretion deems proper; (ix) Require, demand, collect, receive, settle, adjust, compromise and to give acquittances and receipts for the payment of any and all money payable pursuant to the Netflix License Agreement, or such other agreements included in the Collateral and such licenses and agreements as the Lender may enter into as aforesaid; (x) Prepare and file documents required or appropriate in order to qualify for withholding tax exemptions, and file any claims and/or proofs of claim, and commence, maintain or discontinue any actions, suits or other proceedings deemed by the Lender advisable for the purpose of collecting or enforcing payment of any money owing under the terms of this Agreement, to take the Collateral; (xi) Execute any and all appropriate action such instruments, agreements or documents, and to execute and deliver any and do all documents and instruments which things as may be necessary or desirable to perfect or protect any security interest granted hereunder, to maintain the perfection or priority of any security interest granted hereunder, or to otherwise accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, hereby gives the Secured Party the power and right, on behalf of such Debtor, without notice to or assent by such Debtor (to the extent permitted by applicable law), to do the following: (a) 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 carry out the purposes of this Agreement; (bxii) upon Apply any receipts so derived from the occurrence and during Lender’s exercise of this power-of-attorney to the continuation of an Event of Default, to ask, demand, collect, receive and give acquittance and receipts for any and all moneys due and to become due under any Collateral and, in the name of such Debtor 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 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 Secured Party for the purpose of collecting any and all such moneys due under any 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 Secured Party for the purpose of collecting any and all such moneys due under any Collateral whenever payableObligations as herein provided; (cxiii) to pay Settle, compromise, prosecute or discharge charges defend any action, claim or liens levied or placed on or threatened against the Collateral, to effect any insurance called for by the terms of this Agreement proceeding with respect thereto and to pay all sell, assign, pledge, transfer and make any agreement respecting or any part of otherwise deal with, the premiums thereforsame; (dxiv) Effect Delivery to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due, and to become due thereunder, directly to the Secured Party or as the Secured Party shall direct, and to receive payment of and receipt for any and all moneys, claims and other amounts due, and to become due at any time, in respect of or arising out of any Collateral; (e) upon the occurrence and during the continuation of an Event of Default, to sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts and other Documents constituting or relating to the Collateral; (f) upon the occurrence and during the continuation of an Event of Default, 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; (g) upon the occurrence and during the continuation of an Event of Default, to defend any suit, action or proceeding brought against a Debtor with respect to any Collateral; (h) upon the occurrence and during the continuation of an Event of Default, to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Secured Party may deem appropriate; (i) to the extent that a Debtor’s authorization given in Section 4.1(b) of this Agreement is not sufficient to file such financing statements with respect to this Agreement, with or without such Debtor’s signature, or to file a photocopy of this Agreement in substitution for a financing statement, as the Secured Party may deem appropriate and to execute in such Debtor’s name such financing statements and amendments thereto and continuation statements which may require such Debtor’s signature; (j) upon the occurrence and during the continuation of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Secured Party were the absolute owners thereof for all purposesNetflix; and (kxv) Do any and all other acts necessary and proper to do, at the Secured Party’s option and at such Debtor’s expense, at any time, or from time to time, all acts and things which the Secured Party reasonably deems necessary to protect or preserve or, upon the occurrence and during the continuation of an Event of Default, realize upon the Collateral and the Secured Party’s lien therein, in order to effect carry out the intent of this Agreement; (b) Nothing herein contained shall be construed as requiring or obligating the Lender to make any demand, or to make any inquiry as to the nature or sufficiency of any payment received by it, or to present or file any claim or notice or take any action with respect to any of the Collateral or the money due or to become due thereunder or the property covered thereby, and no action taken or omitted to be taken by the Lender with respect to any of the Collateral shall give rise to any defense, counterclaim or setoff in favor of the Borrower or to any claim or action against the Lender. Neither the Lender nor its attorneys will be liable for any acts or omissions or for any error of judgment or mistake of fact or law. The Borrower ratifies and confirms all as fully and effectively acts taken by the Lender as such Debtor might do. Each Debtor hereby ratifies, to the extent permitted by law, all that such attorneys lawfully do attorney-in-fact or cause to be done its substitutes by virtue hereof provided the same is performed in a commercially reasonable manner. The of this power of attorney granted hereunder is a power attorney. This power, being coupled with an interest and shall be interest, is irrevocable until this Agreement has been terminated and the Obligations are indefeasibly paid in full in cash and this Agreement is terminated in accordance with Section 4.12 hereof. Each Debtor also authorizes the Secured Party, at any time from and after the occurrence and during the continuation of any Event of Default, (x) to communicate in its own name with any party to any Contract with regard to the assignment of the right, title and interest of such Debtor in and under the Contracts hereunder and other matters relating thereto and (y) to execute, in connection with any sale of Collateral provided for in Section 4.6 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateralhave been fully satisfied.

Attorney-in-Fact. Each Debtor To the fullest extent permitted by ---------------- applicable law, the Company hereby irrevocably constitutes and appoints the Secured Party, with full power of substitution, Party as its true and lawful the Company's attorney-in-fact fact, with full irrevocable power and authority in the place and stead of such Debtor the Company and in the name of such Debtor the Company, the Secured Party or in its own nameotherwise, from time to time in to be effective (a) upon the discretion occurrence and during the continuance of an Event of Default or (b) with respect to any action or the execution of any instrument that the Secured Party, for Party may deem necessary or advisable to accomplish the purpose purposes of carrying out this Agreement and which the terms Company is obligated to take pursuant to any other provision of this Agreement, (i) upon the occurrence and during the continuance of a default or (ii) after the fifth Business Day after the Secured Party makes a written request to the Company to take such action or execute such instrument (provided that the Company fails to fully comply with such request on or prior to such fifth Business Day), in the Secured Party's discretion to take any and all appropriate action and to execute and deliver any and all documents and instruments which instrument that such Secured Party may be deem necessary or desirable advisable to perfect or protect any security interest granted hereunder, to maintain the perfection or priority of any security interest granted hereunder, or to otherwise accomplish the purposes of this Agreement, and, including without limiting the generality of the foregoing, hereby gives the Secured Party the power and right, on behalf of such Debtor, without notice to or assent by such Debtor (to the extent permitted by applicable law), to do the followinglimitation: (a) to take any and endorse the Company's name on all appropriate action and to execute and deliver any and all documents applications, documents, papers, checks and instruments which as may be necessary for the Secured Party with respect to the Collateral or desirable to accomplish the purposes of this Agreement; (b) upon the occurrence and during the continuation of an Event of Default, to askask for, demand, collect, ▇▇▇ for, recover, compound, receive and give acquittance and receipts for any and all moneys due and to become due under or in respect of any Collateral and, in of the name of such Debtor 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 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 Secured Party for the purpose of collecting any and all such moneys due under any 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 Secured Party for the purpose of collecting any and all such moneys due under any Collateral whenever payableCollateral; (c) to receive, endorse and collect any drafts or other instruments, documents and chattel paper in connection with clause (b) above; (d) to file any claims or take any action or institute any proceedings that the Secured Party reasonably may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Secured Party with respect to any of the Collateral; (e) to pay or discharge taxes or liens, claims, encumbrances, pledges, charges or liens mortgages levied or placed on upon or threatened against the Collateral, the legality or validity thereof and the amounts necessary to effect any insurance called for discharge the same to be determined by the terms of this Agreement Secured Party in its sole discretion, any such payments made by the Secured Party to become Obligations, and to pay all or any part obligations of the premiums therefor; (d) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due, and to become due thereunder, directly Company to the Secured Party or as the Secured Party shall directParty, due and to receive payment of and receipt for any and all moneys, claims and other amounts due, and to become due at any time, in respect of or arising out of any Collateral; (e) upon the occurrence and during the continuation of an Event of Default, to sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts and other Documents constituting or relating to the Collateral;payable immediately without demand; and (f) upon the occurrence and during the continuation of only after an Event of DefaultDefault has occurred and is continuing (i) to execute and deliver any of the documents requested by the Secured Party pursuant to Article IV, (ii) to commence and prosecute any suits, actions grant or proceedings at law issue an exclusive or in equity in any court of competent jurisdiction non-exclusive license to collect the Collateral or any part portion thereof and to enforce any other right in respect of any Collateral; (g) upon the occurrence and during the continuation of an Event of Default, to defend any suit, action or proceeding brought against a Debtor with respect to any Collateral; Person, and (hiii) upon the occurrence and during the continuation of an Event of Default, to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Secured Party may deem appropriate; (i) to the extent that a Debtor’s authorization given in Section 4.1(b) of this Agreement is not sufficient to file such financing statements with respect to this Agreement, with or without such Debtor’s signature, or to file a photocopy of this Agreement in substitution for a financing statement, as the Secured Party may deem appropriate and to execute in such Debtor’s name such financing statements and amendments thereto and continuation statements which may require such Debtor’s signature; (j) upon the occurrence and during the continuation of an Event of Default, otherwise generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Secured Party were the absolute owners owner thereof for all purposes; and (k) , and to do, at the Secured Party’s 's option and at such Debtor’s the Company's expense, at any time, time or from time to time, all acts and things which that the Secured Party reasonably deems necessary to protect protect, preserve or preserve or, upon the occurrence and during the continuation of an Event of Default, realize upon the Collateral and the Secured Party’s lien therein, 's security interest therein in order to effect the intent of this Agreement, all as fully and effectively as such Debtor the Company might do. Each Debtor hereby ratifies, to the extent permitted by law, all that such attorneys lawfully do or cause to be done by virtue hereof provided the same is performed in a commercially reasonable manner. The power of attorney granted hereunder is a power coupled with an interest and shall be irrevocable until the Obligations are indefeasibly paid in full in cash and this Agreement is terminated in accordance with Section 4.12 hereof. Each Debtor also authorizes the Secured Party, at any time from and after the occurrence and during the continuation of any Event of Default, (x) to communicate in its own name with any party to any Contract with regard to the assignment of the right, title and interest of such Debtor in and under the Contracts hereunder and other matters relating thereto and (y) to execute, in connection with any sale of Collateral provided for in Section 4.6 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.

Attorney-in-Fact. Each a. Subject to Section 5.2(b) below, Debtor hereby irrevocably constitutes and appoints the Secured Party, and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Debtor and in the name of such Debtor or in its own name, from time to time in the discretion of the at Secured Party'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 desirable to perfect or protect any security interest granted hereunder, to maintain the perfection or priority of any security interest granted hereunder, or to otherwise accomplish the purposes of this Agreement, Agreement and, without limiting the generality of the foregoing, hereby gives the Secured Party the power and right, on behalf of such Debtor, without notice to or assent by such Debtor (to the extent permitted by applicable law), to do the following: (ai) 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 of this Agreement; (b) upon the occurrence and during the continuation of an Event of Default, to To ask, demand, collect, ▇▇▇ for, recover, compromise, receive and give acquittance and receipts for any and all moneys due and to become due under or with respect to any of the Collateral; (ii) To receive, endorse, and collect any drafts or other Instruments, Documents and Chattel Paper, in connection with subsection (a) above; (iii) To file any claims or take any action or institute any proceedings which Secured Party may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of Secured Party with respect to any of the Collateral; (iv) To defend any suit, action or proceeding brought against Debtor with respect to any Collateral; (v) To settle, compromise or adjust any suit, action or proceeding described above and, in the name of connection therewith, give such Debtor discharges 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 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 releases as Secured Party for the purpose of collecting any and all such moneys due under any 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 Secured Party for the purpose of collecting any and all such moneys due under any Collateral whenever payablemay deem appropriate; (cvi) to pay or discharge charges or liens levied or placed on or threatened against the Collateral, to effect any insurance called for by the terms of this Agreement and to pay all or any part of the premiums therefor; (d) to To direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due, monies due and to become come due thereunder, thereunder directly to the Secured Party or as the Secured Party shall direct, and to receive payment of and receipt for any and all moneys, claims and other amounts due, and to become due at any time, in respect of or arising out of any Collateral; (evii) upon the occurrence and during the continuation of an Event of Default, to sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts and other Documents constituting or relating to the Collateral; (f) upon the occurrence and during the continuation of an Event of Default, 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; (g) upon the occurrence and during the continuation of an Event of Default, to defend any suit, action or proceeding brought against a Debtor with respect to any Collateral; (h) upon the occurrence and during the continuation of an Event of Default, to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Secured Party may deem appropriate; (i) to the extent that a Debtor’s authorization given in Section 4.1(b) of this Agreement is not sufficient to file such financing statements with respect to this Agreement, with or without such Debtor’s signature, or to file a photocopy of this Agreement in substitution for a financing statement, as the Secured Party may deem appropriate and to execute in such Debtor’s name such financing statements and amendments thereto and continuation statements which may require such Debtor’s signature; (j) upon the occurrence and during the continuation of an Event of Default, generally to To sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Secured Party were the absolute owners owner thereof for all purposes; and (k) , and to do, at the Secured Party’s 's option and at such Debtor’s 's expense, at any time, or from time to time, all acts and things which the Secured Party may reasonably deems deem necessary to protect protect, preserve or preserve or, upon the occurrence and during the continuation of an Event of Default, realize upon the Collateral and the Secured Party’s lien therein, 's security interest therein in order to effect the intent of this Agreement, all as fully and effectively as such Debtor might do; and (viii) To perform the affirmative obligations of Debtor hereunder in accordance with Section 5.3 below. b. Secured Party agrees that, except upon the occurrence and during the continuation of an Event of Default, it shall not exercise the power of attorney or any rights granted to Secured Party pursuant to this Section 5.2. Each Debtor hereby ratifies, to the extent permitted by law, all that such attorneys said attorney shall lawfully do or cause to be done by virtue hereof provided the same is performed in a commercially reasonable mannerhereof. The power of attorney granted hereunder pursuant to this Section 5.2 is a power coupled with an interest and shall be irrevocable until the Secured Obligations are completely and indefeasibly paid in full in cash and this Agreement is terminated in accordance with Section 4.12 hereof. Each Debtor also authorizes the Secured Party, at any time from and after the occurrence and during the continuation of any Event of Default, (x) to communicate in its own name with any party to any Contract with regard to the assignment of the right, title and interest of such Debtor in and under the Contracts hereunder and other matters relating thereto and (y) to execute, in connection with any sale of Collateral provided for in Section 4.6 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateralpaid.

Attorney-in-Fact. Each The Debtor hereby irrevocably constitutes further agrees, at its expense, to do, make, procure, assign, endorse, and appoints deliver all acts, things, writings (including, without limitation, any check, endorsement, certificate or any other instrument required by the Secured Party), with full power and assurances as the Secured Party may at any time reasonably require to protect, assure, or enforce its interest and remedies created by this Agreement. The Debtor further agrees that while any Event of substitutionDefault is continuing, as its true the Secured Party may receive any and lawful attorneyall proceeds or income from the Collateral, and the Secured Party may execute, assign, and endorse appropriate receipts, releases and satisfaction, or negotiable or non-in-fact with full irrevocable power and authority in the place and stead of such Debtor and negotiable instruments, or any other instruments or documents in the name of such Debtor and as agent for the Debtor, or in its own name, from time which the Debtor has agreed to time in the discretion of the Secured Partyexecute, 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 desirable to perfect or protect any security interest granted hereunder, to maintain the perfection or priority of any security interest granted hereundersign, or to otherwise accomplish the purposes of this Agreementendorse herein or any assigned agreements or contracts, and, without limiting the generality of the foregoing, hereby gives and the Secured Party is hereby constituted and appointed the power agent and right, on behalf attorney-in-fact of such Debtor, without notice to or assent by such the Debtor (to the extent permitted by applicable law), to do all acts with respect to any of the following: (a) to take any and all appropriate action and to execute and deliver any and all documents and instruments which may be Collateral necessary or desirable to accomplish the purposes of this Agreement; (b) upon the occurrence and during the continuation of an Event of Default, to ask, demand, collect, receive and give acquittance and receipts for any and all moneys due and to become due under any Collateral and, in the name of such Debtor 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 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 Secured Party for the purpose of collecting any and all such moneys due under any 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 Secured Party for the purpose of collecting any and all such moneys due under any Collateral whenever payable; (c) to pay or discharge charges or liens levied or placed on or threatened against the Collateral, to effect any insurance called for by the terms of this Agreement and to pay all or any part of the premiums therefor; (d) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due, and to become due thereunder, directly to the Secured Party or as the Secured Party shall direct, execute and to receive payment of and receipt for any and endorse all moneys, claims and other amounts due, and to become due at any timesuch instruments, in respect of or arising out of each case while any Collateral; (e) upon the occurrence and during the continuation of an Event of Default, to sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts and other Documents constituting or relating to the Collateral; (f) upon the occurrence and during the continuation of an Event of Default, 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; (g) upon the occurrence and during the continuation of an Event of Default, to defend any suit, action or proceeding brought against a Debtor with respect to any Collateral; (h) upon the occurrence and during the continuation of an Event of Default, to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Secured Party may deem appropriate; (i) to the extent that a Debtor’s authorization given in Section 4.1(b) of this Agreement is not sufficient to file such financing statements with respect to this Agreement, with or without such Debtor’s signature, or to file a photocopy of this Agreement in substitution for a financing statement, as the Secured Party may deem appropriate and to execute in such Debtor’s name such financing statements and amendments thereto and continuation statements which may require such Debtor’s signature; (j) upon the occurrence and during the continuation of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Secured Party were the absolute owners thereof for all purposes; and (k) to do, at the Secured Party’s option and at such Debtor’s expense, at any time, or from time to time, all acts and things which the Secured Party reasonably deems necessary to protect or preserve or, upon the occurrence and during the continuation of an Event of Default, realize upon the Collateral and the Secured Party’s lien therein, in order to effect the intent of this Agreement, all as fully and effectively as such Debtor might do. Each Debtor hereby ratifies, to the extent permitted by law, all that such attorneys lawfully do or cause to Default shall be done by virtue hereof provided the same is performed in a commercially reasonable mannercontinuing. The Debtor agrees that this power of attorney granted hereunder is a power coupled with an interest and shall may not be irrevocable revoked until the Obligations are indefeasibly paid in full in cash and this Agreement is terminated no longer in accordance with full force and effect as provided in Section 4.12 hereof22. Each Debtor also authorizes the Secured Party, at any At such time from and thereafter or after the occurrence and during the continuation of any such Event of DefaultDefault shall cease to be continuing, (x) any amounts then held by Secured Party pursuant to communicate in its own name with any party to any Contract with regard this Section 11 shall be paid over to the assignment of the right, title and interest of such Debtor in and under the Contracts hereunder and other matters relating thereto and (y) to execute, in connection with any sale of Collateral provided for in Section 4.6 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the CollateralDebtor.

Attorney-in-Fact. Each Debtor hereby irrevocably constitutes and appoints the Secured Party, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Debtor and in the name of such Debtor or in its own name, from time to time upon the occurrence and during the continuation of an Event of Default, in the discretion 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 and deliver any and all documents and instruments which may be necessary or desirable to perfect or protect any security interest granted hereunder, to maintain the perfection or priority of any security interest granted hereunder, or to otherwise accomplish the purposes of this Agreement, Agreement and, without limiting the generality of the foregoing, hereby gives the Secured Party the power and right, on behalf of such Debtor, without notice to or assent by such Debtor (to the extent permitted by applicable law)Debtor, to do the following: (a) 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 of this Agreement; (b) following upon the occurrence and during the continuation of an any Event of Default, : (a) to ask, demand, collect, receive and give acquittance and receipts for any and all moneys due and to become due under any Collateral and, in the name of such Debtor 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 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 Secured Party for the purpose of collecting any and all such moneys due under any 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 Secured Party for the purpose of collecting any and all such moneys due under any Collateral whenever payable; (cb) to pay or discharge charges or liens levied or placed on or threatened against the CollateralCollateral (other than the Permitted Liens), to effect any insurance called for by the terms of this Agreement and to pay all or any part of the premiums therefor; (d) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due, and to become due thereunder, directly to the Secured Party or as the Secured Party shall direct, and to receive payment of and receipt for any and all moneys, claims and other amounts due, and to become due at any time, in respect of or arising out of any Collateral; (e) upon the occurrence and during the continuation of an Event of Default, to sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts and other Documents constituting or relating to the Collateral; (f) upon the occurrence and during the continuation of an Event of Default, 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; (g) upon the occurrence and during the continuation of an Event of Default, to defend any suit, action or proceeding brought against a Debtor with respect to any Collateral; (h) upon the occurrence and during the continuation of an Event of Default, to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Secured Party may deem appropriate; (i) to the extent that a Debtor’s authorization given in Section 4.1(b) of this Agreement is not sufficient to file such financing statements with respect to this Agreement, with or without such Debtor’s signature, or to file a photocopy of this Agreement in substitution for a financing statement, as the Secured Party may deem appropriate and to execute in such Debtor’s name such financing statements and amendments thereto and continuation statements which may require such Debtor’s signature; (j) upon the occurrence and during the continuation of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Secured Party were the absolute owners thereof for all purposes; and (k) to do, at the Secured Party’s option and at such Debtor’s expense, at any time, or from time to time, all acts and things which the Secured Party reasonably deems necessary to protect or preserve or, upon the occurrence and during the continuation of an Event of Default, realize upon the Collateral and the Secured Party’s lien therein, in order to effect the intent of this Agreement, all as fully and effectively as such Debtor might do. Each Debtor hereby ratifies, to the extent permitted by law, all that such attorneys lawfully do or cause to be done by virtue hereof provided the same is performed in a commercially reasonable manner. The power of attorney granted hereunder is a power coupled with an interest and shall be irrevocable until the Obligations are indefeasibly paid in full in cash and this Agreement is terminated in accordance with Section 4.12 hereof. Each Debtor also authorizes the Secured Party, at any time from and after the occurrence and during the continuation of any Event of Default, (x) to communicate in its own name with any party to any Contract with regard to the assignment of the right, title and interest of such Debtor in and under the Contracts hereunder and other matters relating thereto and (y) to execute, in connection with any sale of Collateral provided for in Section 4.6 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.

Attorney-in-Fact. Each Debtor While any Event of Default exists and is continuing, the Pledgor hereby irrevocably constitutes and appoints the Secured Party, with full power of substitution, as Pledgee its true and lawful attorney-in-fact fact, with full irrevocable power and authority in the place and stead of such Debtor the Pledgor and in the name of such Debtor the Pledgor, the Pledgee or otherwise, and with full power of substitution in its own namethe premises, from time to time in the Pledgees reasonable discretion (but subject to the rights of the Secured Party, for Pledgor under Sections 7 and 8) to take any action and to execute any instrument that the Pledgee may reasonably deem necessary or advisable to accomplish 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 desirable to perfect or protect any security interest granted hereunder, to maintain the perfection or priority of any security interest granted hereunder, or to otherwise accomplish the purposes of this Agreement, andincluding, without limiting the generality of the foregoing, hereby gives the Secured Party the power and right, on behalf of such Debtor, without notice to or assent by such Debtor (to the extent permitted by applicable law), to do the followinglimitation: (ai) 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 of this Agreement; (b) upon the occurrence and during the continuation of an Event of Default, to ask, demand, collect, sue ▇▇▇, recover, compound, compromise, settle, receive and give acquittance and receipts for any and all moneys due and to become due under or in respect of the Loan Agreement, the Note, the Collateral or any other collateral for the Loan Agreement or the Note; (ii) to receive, endorse and collect any drafts or other instruments, documents and chattel paper in connection with clause (i) above; (iii) to file any claims or take any action or institute any proceedings that the Pledgee may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Pledgee with respect to any of the Collateral; (iv) upon the occurrence of a breach, default or event of default by the Pledgor under the Investment Agreement (whether or not the same shall constitute an Event of Default), the Pledgor hereby agrees promptly to notify the Pledgee thereof, to correct or cure the same in such manner and to such extent as the Pledgee shall reasonably deem necessary to protect its security interest in the Pledged Interests thereunder, including, without limitation, to appear in and defend any action or proceeding purporting to affect such Interests, to perform and discharge any material obligation, covenant and agreement of the Pledgor under such Investment Agreement, and, in exercising any such powers, to incur and pay, for the account of the Pledgor, necessary and reasonable costs and expenses (including reasonable attorneys fees), but without any obligation on the part of the Pledgee to do any of the foregoing; and (v) to perform the affirmative obligations of the Pledgor under this Agreement; and, in the name case of each of clauses (i) through (v) above, the Pledgee shall use its best efforts to give the Pledgor notice of any action taken by it in accordance with this Section as soon as practicable after such Debtor action is taken; provided, however, that the failure to give any such notice shall not in any way impair the authority of the Pledgee pursuant to this Section or the validity of any action taken by the Pledgee pursuant hereto, or result in any liability on the part of the Pledgee to the Pledgor or any of its own name or otherwise, Subsidiaries. The exercise by the Pledgee of any of its rights pursuant to take possession this Section shall not create any further obligation on the part of and endorse and collect the Pledgee to exercise any checks, drafts, notes, acceptances or other Instruments for the payment of moneys due under any Collateral and to file any claim rights hereunder or to take any other or future action or proceeding in any court of law or equity or otherwise deemed appropriate by the Secured Party for the purpose of collecting any and all such moneys due under any 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 Secured Party for the purpose of collecting any and all such moneys due under any Collateral whenever payable; (c) to pay or discharge charges or liens levied or placed on or threatened against the Collateral, to effect any insurance called for by the terms of this Agreement and to pay all or any part of the premiums therefor; (d) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due, and to become due thereunder, directly to the Secured Party or as the Secured Party shall direct, and to receive payment of and receipt for any and all moneys, claims and other amounts due, and to become due at any time, in respect of or arising out of any Collateral; (e) upon the occurrence and during the continuation of an Event of Default, to sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts and other Documents constituting or relating to the Collateral; (f) upon the occurrence and during the continuation of an Event of Default, 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; (g) upon the occurrence and during the continuation of an Event of Default, to defend any suit, action or proceeding brought against a Debtor with respect to any Collateral; (h) upon the occurrence and during the continuation of an Event of Default, to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Secured Party may deem appropriate; (i) to the extent that a Debtor’s authorization given in Section 4.1(b) of this Agreement is not sufficient to file such financing statements with respect to this Agreement, with or without such Debtor’s signature, or to file a photocopy of this Agreement in substitution for a financing statement, as the Secured Party may deem appropriate and to execute in such Debtor’s name such financing statements and amendments thereto and continuation statements which may require such Debtor’s signature; (j) upon the occurrence and during the continuation of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Secured Party were the absolute owners thereof for all purposes; and (k) to do, at the Secured Party’s option and at such Debtor’s expense, at any time, or from time to time, all acts and things which the Secured Party reasonably deems necessary to protect or preserve or, upon the occurrence and during the continuation of an Event of Default, realize upon the Collateral and the Secured Party’s lien therein, in order to effect the intent of this Agreement, all as fully and effectively as such Debtor might do. Each Debtor hereby ratifies, to the extent permitted by law, all that such attorneys lawfully do or cause to be done by virtue hereof provided the same is performed in a commercially reasonable mannerthereof. The power of attorney granted hereunder is a power under this Section, being coupled with an interest and interest, is irrevocable for so long as this Agreement shall be irrevocable until the Obligations are indefeasibly paid in full in cash and this Agreement is terminated in accordance with Section 4.12 hereof. Each Debtor also authorizes the Secured Party, at any time from and after the occurrence and during the continuation of any Event of Default, (x) to communicate in its own name with any party to any Contract with regard to the assignment of the right, title and interest of such Debtor in and under the Contracts hereunder and other matters relating thereto and (y) to execute, in connection with any sale of Collateral provided for in Section 4.6 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateraleffect.

Attorney-in-Fact. Each Debtor hereby irrevocably constitutes and appoints the Secured Party, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Debtor and in the name of such Debtor or in its own name, from time to time in the discretion 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 and deliver any and all documents and instruments which may be necessary or desirable to perfect or protect any security interest granted hereunder, to maintain the perfection or priority of any security interest granted hereunder, or to otherwise accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, hereby gives the Secured Party the power and right, on behalf of such Debtor, without notice to or assent by such Debtor (to the extent permitted by applicable law), subject to the rights of holders of Permitted Liens , to do the following: (a) 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 of this Agreement; (b) upon the occurrence and during the continuation of an Event of Default, to ask, demand, collect, receive and give acquittance and receipts for any and all moneys due and to become due under any Collateral and, in the name of such Debtor 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 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 Secured Party for the purpose of collecting any and all such moneys due under any 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 Secured Party for the purpose of collecting any and all such moneys due under any Collateral whenever payable; (c) to pay or discharge charges or liens levied or placed on or threatened against the Collateral, to effect any insurance called for by the terms of this Agreement and to pay all or any part of the premiums therefor; (d) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due, and to become due thereunder, directly to the Secured Party or as the Secured Party shall direct, and to receive payment of and receipt for any and all moneys, claims and other amounts due, and to become due at any time, in respect of or arising out of any Collateral; (e) upon the occurrence and during the continuation of an Event of Default, to sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts and other Documents constituting or relating to the Collateral; (f) upon the occurrence and during the continuation of an Event of Default, 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; (g) upon the occurrence and during the continuation of an Event of Default, to defend any suit, action or proceeding brought against a Debtor with respect to any Collateral; (h) upon the occurrence and during the continuation of an Event of Default, to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Secured Party may deem appropriate; (i) to the extent that a Debtor’s authorization given in Section 4.1(b) of this Agreement is not sufficient to file such financing statements with respect to this Agreement, with or without such Debtor’s signature, or to file a photocopy of this Agreement in substitution for a financing statement, as the Secured Party may deem appropriate and to execute in such Debtor’s name such financing statements and amendments thereto and continuation statements which may require such Debtor’s signature; (j) upon the occurrence and during the continuation of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Secured Party were the absolute owners thereof for all purposes; and (k) to do, at the Secured Party’s option and at such Debtor’s expense, at any time, or from time to time, all acts and things which the Secured Party reasonably deems necessary to protect or preserve or, upon the occurrence and during the continuation of an Event of Default, realize upon the Collateral and the Secured Party’s lien therein, in order to effect the intent of this Agreement, all as fully and effectively as such Debtor might do. Each Debtor hereby ratifies, to the extent permitted by law, all that such attorneys lawfully do or cause to be done by virtue hereof provided the same is performed in a commercially reasonable manner. The power of attorney granted hereunder is a power coupled with an interest and shall be irrevocable until the Obligations are indefeasibly paid in full in cash and this Agreement is terminated in accordance with Section 4.12 4.11 hereof. Each Debtor also authorizes the Secured Party, at any time from and after the occurrence and during the continuation of any Event of Default, (x) to communicate in its own name with any party to any Contract with regard to the assignment of the right, title and interest of such Debtor in and under the Contracts hereunder and other matters relating thereto and (y) to execute, in connection with any sale of Collateral provided for in Section 4.6 4.5 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.

Attorney-in-Fact. Each Debtor Pledgor hereby irrevocably constitutes and appoints the Secured Party, with full power of substitution, as Trustee its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of EXECUTION VERSION such Debtor Pledgor and in the name of such Debtor Pledgor, the Trustee or in its own nameotherwise, from time to time after the occurrence of and during the continuance of an Event of Default in the Trustee's discretion 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 instrument (all at the sole cost and deliver expense of Premier) to enforce all rights of such Pledgor with respect to the Collateral, including, without limitation, the right to ask, require, demand, receive and give acquittance for any and all documents moneys and claims for money due and to become due under or arising out of the Collateral; to elect remedies thereunder, to endorse any checks or other instruments or orders in connection therewith; to vote, demand, receive and enforce such Pledgor's rights with respect to the Collateral; to give appropriate receipts, releases and satisfactions for and on behalf of and in the name of such Pledgor or, at the option of the Trustee, in the name of the Trustee, solely in connection with the Collateral, with the same force and effect as such Pledgor could do if this Agreement had not been made; and to file any claims or take any action or institute any proceedings in connection therewith which the Trustee may reasonably deem to be necessary or desirable to perfect or protect any security interest granted hereunderadvisable; provided, to maintain however, the perfection or priority of any security interest granted hereunder, or to otherwise accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, hereby gives the Secured Party the power and right, on behalf of Trustee shall not exercise such Debtor, without notice to or assent by such Debtor (to the extent permitted by applicable law), to do the following: (a) 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 of this Agreement; (b) rights unless upon the occurrence and during the continuation of an Event of Default, to ask, demand, collect, receive and give acquittance and receipts for any and all moneys due and to become due under any Collateral and, in the name of such Debtor 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 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 Secured Party for the purpose of collecting any and all such moneys due under any 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 Secured Party for the purpose of collecting any and all such moneys due under any Collateral whenever payable; (c) to pay or discharge charges or liens levied or placed on or threatened against the Collateral, to effect any insurance called for by the terms of this Agreement and to pay all or any part of the premiums therefor; (d) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due, and to become due thereunder, directly to the Secured Party or as the Secured Party shall direct, and to receive payment of and receipt for any and all moneys, claims and other amounts due, and to become due at any time, in respect of or arising out of any Collateral; (e) upon the occurrence and during the continuation of an Event of Default, to sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts and other Documents constituting or relating to the Collateral; (f) upon the occurrence and during the continuation of an Event of Default, 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; (g) upon the occurrence and during the continuation of an Event of Default, to defend any suit, action or proceeding brought against a Debtor with respect to any Collateral; (h) upon the occurrence and during the continuation of an Event of Default, to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Secured Party may deem appropriate; (i) to the extent that a Debtor’s authorization given in Section 4.1(b) of this Agreement is not sufficient to file such financing statements with respect to this Agreement, with or without such Debtor’s signature, or to file a photocopy of this Agreement in substitution for a financing statement, as the Secured Party may deem appropriate and to execute in such Debtor’s name such financing statements and amendments thereto and continuation statements which may require such Debtor’s signature; (j) upon the occurrence and during the continuation of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Secured Party were the absolute owners thereof for all purposes; and (k) to do, at the Secured Party’s option and at such Debtor’s expense, at any time, or from time to time, all acts and things which the Secured Party reasonably deems necessary to protect or preserve or, upon the occurrence and during the continuation of an Event of Default, realize upon the Collateral and the Secured Party’s lien therein, in order to effect the intent of this Agreement, all as fully and effectively as such Debtor might do. Each Debtor hereby ratifies, to the extent permitted by law, all that such attorneys lawfully do or cause to be done by virtue hereof provided the same is performed in a commercially reasonable manner. The This power of attorney granted hereunder is a power coupled with an interest and shall be irrevocable until the Obligations are indefeasibly paid in full in cash and this Agreement is terminated in accordance with Section 4.12 hereof. Each Debtor also authorizes the Secured Party, at any time from and after the occurrence and during the continuation of any Event of Default, (x) to communicate in its own name with any party to any Contract with regard to the assignment of the right, title and interest of such Debtor in and under the Contracts hereunder and other matters relating thereto and (y) to execute, in connection with any sale of Collateral provided for in Section 4.6 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateralirrevocable.

Attorney-in-Fact. Each Debtor The Company hereby irrevocably constitutes and appoints the Secured Party, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Debtor the Company and in the name of such Debtor the Company or in its own name, from time to time in the discretion 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 and deliver any and all documents and instruments which may be necessary or desirable to perfect or protect any security interest granted hereunder, hereunder or to maintain the perfection or priority of any security interest granted hereunder, or to otherwise accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, hereby gives the Secured Party the power and right, on behalf of such Debtorthe Company, without notice to or assent by such Debtor (to the extent permitted by applicable law)Company, to do the followingfollowing upon the occurrence and during the continuation of any Event of Default: (a) 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 of this Agreement; (b) upon the occurrence and during the continuation of an Event of Default, to ask, demand, collect, receive and give acquittance and receipts for any and all moneys due and to become due under any Collateral and, in the name of such Debtor the 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 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 Secured Party for the purpose of collecting any and all such moneys due under any 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 Secured Party for the purpose of collecting any and all such moneys due under any Collateral whenever payable; (c) to pay or discharge charges or liens levied or placed on or threatened against the Collateral, to effect any insurance called for by the terms of this Agreement and to pay all or any part of the premiums therefor; (d) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due, and to become due thereunder, directly to the Secured Party or as the Secured Party shall direct, and to receive payment of and receipt for any and all moneys, claims and other amounts due, and to become due at any time, in respect of or arising out of any Collateral; (e) upon the occurrence and during the continuation of an Event of Default, to sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts and other Documents constituting or relating to the Collateral; (f) upon the occurrence and during the continuation of an Event of Default, 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; (g) upon the occurrence and during the continuation of an Event of Default, to defend any suit, action or proceeding brought against a Debtor with respect to any Collateral; (h) upon the occurrence and during the continuation of an Event of Default, to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Secured Party may deem appropriate; (i) to the extent that a Debtor’s authorization given in Section 4.1(b4.1(a) of this Agreement is not sufficient to file such financing statements with respect to this Agreement, with or without such Debtorthe Company’s signature, or to file a photocopy of this Agreement in substitution for a financing statement, as the Secured Party may deem appropriate and to execute in such Debtorthe Company’s name such financing statements and amendments thereto and continuation statements which may require such Debtorthe Company’s signature;; and (j) upon the occurrence and during the continuation of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Secured Party were the absolute owners thereof for all purposes; and (k) , and to do, at the Secured Party’s option and at such Debtorthe Company’s expense, at any time, or from time to time, all acts and things which the Secured Party reasonably deems necessary to protect protect, preserve or preserve or, upon the occurrence and during the continuation of an Event of Default, realize upon the Collateral and the Secured Party’s lien therein, in order to effect the intent of this Agreement, all as fully and effectively as such Debtor the Company might do. Each Debtor hereby ratifies, to the extent permitted by law, all that such attorneys lawfully do or cause to be done by virtue hereof provided the same is performed in a commercially reasonable mannerhereof. The power of attorney granted hereunder is a power coupled with an interest and shall be irrevocable until the Obligations are indefeasibly paid in full in cash and this Agreement is terminated in accordance with Section 4.12 4.7 hereof. Each Debtor also authorizes the Secured Party, at any time from and after the occurrence and during the continuation of any Event of Default, (x) to communicate in its own name with any party to any Contract with regard to the assignment of the right, title and interest of such Debtor in and under the Contracts hereunder and other matters relating thereto and (y) to execute, in connection with any sale of Collateral provided for in Section 4.6 hereofCollateral, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.

Attorney-in-Fact. Each Debtor hereby irrevocably constitutes and appoints the Secured Party, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Debtor and in the name of such Debtor or in its own name, from time to time in the discretion of the Secured Party, for (a) For the purpose of carrying out allowing the terms of this Agreement, Administrative Agent to take any exercise its rights and all appropriate action and to execute and deliver any and all documents and instruments which may be necessary or desirable to perfect or protect any security interest granted hereunder, to maintain the perfection or priority of any security interest granted hereunder, or to otherwise accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, hereby gives the Secured Party the power and right, on behalf of such Debtor, without notice to or assent by such Debtor (to the extent permitted by applicable law), to do the following: (a) 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 of this Agreement; (b) upon the occurrence and during the continuation of an Event of Default, to ask, demand, collect, receive and give acquittance and receipts for any and all moneys due and to become due under any Collateral and, remedies provided in the name of such Debtor 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 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 Secured Party for the purpose of collecting any and all such moneys due under any 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 Secured Party for the purpose of collecting any and all such moneys due under any Collateral whenever payable; (c) to pay or discharge charges or liens levied or placed on or threatened against the Collateral, to effect any insurance called for by the terms of this Agreement and to pay all or any part of the premiums therefor; (d) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due, and to become due thereunder, directly to the Secured Party or as the Secured Party shall direct, and to receive payment of and receipt for any and all moneys, claims and other amounts due, and to become due at any time, in respect of or arising out of any Collateral; (e) upon the occurrence and during the continuation of an Event of Default, to sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts and other Documents constituting or relating to the Collateral; (f) upon the occurrence and during the continuation of an Event of Default, 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; (g) upon the occurrence and during the continuation of an Event of Default, to defend any suit, action or proceeding brought against a Debtor with respect to any Collateral; (h) upon the occurrence and during the continuation of an Event of Default, to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Secured Party may deem appropriate; (i) to the extent that a Debtor’s authorization given in Section 4.1(b) of this Agreement is not sufficient to file such financing statements with respect to this Agreement, with or without such Debtor’s signature, or to file a photocopy of this Agreement in substitution for a financing statement, as the Secured Party may deem appropriate and to execute in such Debtor’s name such financing statements and amendments thereto and continuation statements which may require such Debtor’s signature; (j) upon the occurrence and during the continuation of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Secured Party were the absolute owners thereof for all purposes; and (k) to do, at the Secured Party’s option and at such Debtor’s expense, at any time, or from time to time, all acts and things which the Secured Party reasonably deems necessary to protect or preserve or, upon the occurrence and during the continuation of an Event of Default, realize upon the Collateral and the Secured Party’s lien therein, in order to effect the intent of this Agreement, all as fully and effectively as such Debtor might do. Each Debtor hereby ratifies, to the extent permitted by law, all that such attorneys lawfully do or cause to be done by virtue hereof provided the same is performed in a commercially reasonable manner. The power of attorney granted hereunder is a power coupled with an interest and shall be irrevocable until the Obligations are indefeasibly paid in full in cash and this Agreement is terminated in accordance with Section 4.12 hereof. Each Debtor also authorizes the Secured Party, at any time from and after Article 7 following the occurrence and during the continuation of any Event of Default, the Borrower (xon behalf of itself and each Borrower Party) hereby constitutes and appoints the Administrative Agent its true and lawful attorney-in-fact, with full power of substitution, to communicate complete any part or all of each applicable Project in its own the name with of the Borrower or the applicable Borrower Party, and hereby empowers such attorney or attorneys, following the occurrence and during the continuation of any party to Event of Default, as follows: (i) To use any Contract with regard unadvanced proceeds of the Loans for the purpose of completing, operating or maintaining any or all of each applicable Project as required by the applicable Material Project Documents and the applicable Plans and Specifications. (ii) To employ such contractors, subcontractors, Agents, architects and inspectors as reasonably shall be required for such purposes; (iii) To pay, settle or compromise all bills and claims which may be or become Liens or security interests against any or all of each applicable Project or the Collateral, or any part thereof, unless a bond or other security satisfactory to the assignment Administrative Agent has been provided; (iv) To execute applications and certificates in the name of the right, title and interest Borrower which reasonably may be required by the Loan Documents or any other agreement or instrument executed by or on behalf of such Debtor in and under the Contracts hereunder and other matters relating thereto and (y) to execute, Borrower in connection with any sale or all of each applicable Project; (v) To prosecute and defend all actions or proceedings in connection with any or all of each applicable Project or the Collateral provided for in Section 4.6 hereof, or any endorsements, assignments or other instruments of conveyance or transfer part thereof and to take such action and require such performance as such attorney reasonably deems necessary under any performance and payment bond and the Loan Documents; (vi) To do any and every lawful act which the might do on its behalf with respect to the CollateralCollateral or any part thereof or any or all of each applicable Project and to exercise any or all of the Borrower’s (or each Borrower Party’s as applicable) rights and remedies under any or all of the Material Project Documents; and (vii) To use any funds contained in any Collateral Account, to pay interest and principal on the Loans. (b) This power of attorney shall be deemed to be a power coupled with an interest and shall be irrevocable.

Attorney-in-Fact. Each Debtor hereby irrevocably constitutes and appoints the Secured Party, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Debtor and in the name of such Debtor or in its own name, from time to time in the discretion of the Secured Party, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action action, and to execute and deliver any and all documents and instruments which may be necessary or desirable to perfect or protect any security interest granted hereunder, to maintain the perfection or priority of any security interest granted hereunder, or hereunder and to otherwise accomplish the purposes of this Agreement, Agreement and, without limiting the generality of the foregoing, hereby gives the Secured Party the power and right, on behalf of such Debtor, without notice to or assent by such Debtor (to the extent permitted by applicable law)Debtor, to do the followingfollowing upon the occurrence and during the continuation of any Event of Default: (a) 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 of this Agreement; (b) upon the occurrence and during the continuation of an Event of Default, to ask, demand, collect, receive and give acquittance and receipts for any and all moneys due and to become due under any Collateral and, in the name of such Debtor 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 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 Secured Party for the purpose of collecting any and all such moneys due under any 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 Secured Party for the purpose of collecting any and all such moneys due under any Collateral whenever payable; (c) to pay or discharge charges or liens levied or placed on or threatened against the Collateral, to effect any insurance called for by the terms of this Agreement and to pay all or any part of the premiums therefor; (d) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due, and to become due thereunder, directly to the Secured Party or as the Secured Party shall direct, and to receive payment of and receipt for any and all moneys, claims and other amounts due, and to become due at any time, in respect of or arising out of any Collateral; (e) upon the occurrence and during the continuation of an Event of Default, to sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts and other Documents constituting or relating to the Collateral; (f) upon the occurrence and during the continuation of an Event of Default, 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; (g) upon the occurrence and during the continuation of an Event of Default, to defend any suit, action or proceeding brought against a Debtor with respect to any Collateral; (h) upon the occurrence and during the continuation of an Event of Default, to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Secured Party may deem appropriate; (i) to the extent that a Debtor’s authorization given in Section 4.1(b) of this Agreement is not sufficient to file such financing statements with respect to this Agreement, with or without such Debtor’s signature, or to file a photocopy of this Agreement in substitution for a financing statement, as the Secured Party may deem appropriate and to execute in such Debtor’s name such financing statements and amendments thereto and continuation statements which may require such Debtor’s signature;; and (j) upon the occurrence and during the continuation of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Secured Party were the absolute owners thereof for all purposes; and (k) , and to do, at the Secured Party’s option and at such Debtor’s expense, at any time, or from time to time, all acts and things which the Secured Party reasonably deems necessary to protect protect, preserve or preserve or, upon the occurrence and during the continuation of an Event of Default, realize upon the Collateral and the Secured Party’s lien therein, in order to effect the intent of this Agreement, all as fully and effectively as such Debtor might do. Each Debtor hereby ratifies, to the extent permitted by law, all that such attorneys lawfully do or cause to be done by virtue hereof provided the same is performed in a commercially reasonable mannerhereof. The power of attorney granted hereunder is a power coupled with an interest and shall be irrevocable until the Obligations are indefeasibly paid in full in cash and this Agreement is terminated in accordance with Section 4.12 hereofcash. Each Debtor also authorizes the Secured Party, at any time from and after the occurrence and during the continuation of any Event of Default, (x) to communicate in its own name with any party to any Contract with regard to the assignment of the right, title and interest of such Debtor in and under the Contracts hereunder and other matters relating thereto and (y) to execute, in connection with any sale of Collateral provided for in Section 4.6 4.5 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.

Attorney-in-Fact. Each Debtor Grantor hereby irrevocably constitutes and appoints the Secured PartyCollateral Agent, with full power of substitution, as its true and lawful attorney-in-attorney in fact with full irrevocable power and authority in the place and stead of such Debtor Grantor and in the name of such Debtor Grantor or in its own name, from time to time in the discretion of the Secured PartyCollateral Agent, 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 desirable to perfect or protect any security interest granted hereunder, to maintain the perfection or priority of any security interest granted hereunder, or to otherwise accomplish the purposes of this Agreement, Agreement and, without limiting the generality of the foregoing, hereby gives the Secured Party Collateral Agent the power and right, on behalf of such DebtorGrantor, without notice to or assent by such Debtor (to the extent permitted by applicable law)Grantor, to do the following: (a) 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 of this Agreement; (b) following upon the occurrence and during the continuation of an any Event of Default, : (a) to ask, demand, collect, receive and give acquittance and receipts for any and all moneys due and to become due under any Collateral and, in the name of such Debtor Grantor or its own name or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other Instruments Instruments, unless constituting Excluded Assets, for the payment of moneys due under any 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 Secured Party Collateral Agent for the purpose of collecting any and all such moneys due under any 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 Secured Party Collateral Agent for the purpose of collecting any and all such moneys due under any Collateral whenever payable; (cb) to pay or discharge charges or liens Liens levied or placed on or threatened against the CollateralCollateral (other than the Liens expressly permitted pursuant to the Credit Agreement), to effect any insurance called for by the terms of this Agreement and to pay all or any part of the premiums therefor; (dc) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due, and to become due thereunder, directly to the Secured Party Collateral Agent or as the Secured Party Collateral Agent shall direct, and to receive payment of and receipt for any and all moneys, claims and other amounts due, and to become due at any time, in respect of or arising out of any Collateral; (ed) upon the occurrence and during the continuation of an Event of Default, to sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts and other Documents constituting or relating to the Collateral; (fe) upon the occurrence and during the continuation of an Event of Default, 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, unless being diligently pursued by the applicable Grantor; (gf) upon the occurrence and during the continuation of an Event of Default, to defend any suit, action or proceeding brought against a Debtor such Grantor with respect to any Collateral, unless being diligently defended by such Grantor; (hg) upon after giving notice to the occurrence and during the continuation of an Event of Defaultapplicable Grantor, to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Secured Party Collateral Agent may deem appropriate; (ih) to the extent that a Debtorsuch Grantor’s authorization given in Section 4.1(b) of this Agreement is not sufficient sufficient, to file such financing statements with respect to this Agreement, with or without such DebtorGrantor’s signature, or to file a photocopy of this Agreement in substitution for a financing statement, as the Secured Party Collateral Agent may deem appropriate appropriate, and to execute in such DebtorGrantor’s name such financing statements and amendments thereto and continuation statements which may require the such DebtorGrantor’s signature;; and (ji) upon the occurrence and during the continuation of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Secured Party Collateral Agent were the absolute owners thereof for all purposes; and (k) , and to do, at the Secured PartyCollateral Agent’s option and at such DebtorGrantor’s expense, at any time, or from time to time, all acts and things which the Secured Party Collateral Agent reasonably deems necessary to protect protect, preserve or preserve or, upon the occurrence and during the continuation of an Event of Default, realize upon the Collateral and the Secured PartyCollateral Agent’s lien Lien therein, in order to effect the intent of this Agreement, all as fully and effectively as such Debtor Grantor might do. Each Debtor Grantor hereby ratifies, to the extent permitted by law, all that such attorneys lawfully do or cause to be done by virtue hereof provided the same is performed in a commercially reasonable mannerhereof. The power of attorney granted hereunder is a power coupled with an interest and shall be irrevocable until the Obligations are indefeasibly paid in full in cash and this Agreement is terminated in accordance with pursuant to Section 4.12 4.10 hereof. Each Debtor Grantor also authorizes the Secured PartyCollateral Agent, at any time from and after the occurrence and during the continuation of any Event of Default, (x) to communicate in its own name with any party to any Contract constituting Collateral with regard to the assignment of the right, title and interest of such Debtor Grantor in and under the Contracts constituting Collateral hereunder and other matters relating thereto and (y) to execute, in connection with any sale of Collateral provided for in Section 4.6 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.

Attorney-in-Fact. Each Debtor Pledgor hereby irrevocably constitutes and appoints the president of Secured Party, her successors and assigns and all other Persons deriving title under Secured Party, severally, which appointment is irrevocable and coupled with an interest, as Pledgor's lawful attorney-in-fact, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Debtor and in the name of such Debtor or in its own name, from time to time in the discretion of the Secured PartyPledgor, for the purpose sole use and benefit of carrying out the terms Secured Party while any Event of this AgreementDefault shall be continuing, to take exercise all or any and of the following actions with respect to all appropriate action and or any of the Pledged Shares: (i) to execute and deliver any and all documents and instruments which may be necessary or desirable to perfect or protect any security interest granted hereunder, to maintain vote the perfection or priority of any security interest granted hereunder, or to otherwise accomplish Pledged Shares for the purposes of this Agreement, and, without limiting the generality electing and removing members of the foregoing, hereby gives the Secured Party the power and right, on behalf Party's Board of such Debtor, without notice to or assent by such Debtor (to the extent permitted by applicable law), to do the following: (a) 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 of this AgreementDirectors; (bii) upon the occurrence and during the continuation of an Event of Defaultto demand, to ask, demand▇▇▇ for, collect, receive and give acquittance and receipts for any and all moneys monies due and or to become due under due; (iii) to settle, compromise, initiate, prosecute or defend any Collateral action or proceedings with respect thereto; and (iv) to sign, seal and deliver any transfer or other documents or form in the name of such Debtor Pledgor which may be necessary or desirable for or in connection with the perfecting of Secured Party title to or for vesting the Pledged Shares or its own name nominee(s), or otherwisein any purchaser in any sale of the Pledged Shares, and otherwise generally to take possession of sign, seal and endorse deliver and collect otherwise perfect any checksother pledge, draftscharge, notes, acceptances or other Instruments for the payment of moneys due under any Collateral and obligation referred 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 Secured Party for the purpose of collecting any and all such moneys due under any 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 Secured Party for the purpose of collecting any and all such moneys due under any Collateral whenever payable; (c) to pay or discharge charges or liens levied or placed on or threatened against the Collateral, to effect any insurance called for by the terms of this Agreement and to pay all or any part of the premiums therefor; (d) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due, and to become due thereunder, directly to the Secured Party or as the provided that Secured Party shall direct, give Pledgor not fewer than 10 business days prior written notice of the time and to receive payment of and receipt for any and all moneys, claims and other amounts due, and to become due at any time, in respect of or arising out place of any Collateral; (e) upon the occurrence and during the continuation of an Event of Default, to sign and indorse any invoices, freight sale or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts and other Documents constituting or relating to the Collateral; (f) upon the occurrence and during the continuation of an Event of Default, 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 intended disposition of any Collateral; (g) upon the occurrence and during the continuation of an Event of Default, to defend any suit, action or proceeding brought against a Debtor with respect to any Collateral; (h) upon the occurrence and during the continuation of an Event of Default, to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Secured Party may deem appropriate; (i) to the extent that a Debtor’s authorization given in Section 4.1(b) of this Agreement is not sufficient to file such financing statements with respect to this Agreement, with or without such Debtor’s signature, or to file a photocopy of this Agreement in substitution for a financing statement, as the Secured Party may deem appropriate and to execute in such Debtor’s name such financing statements and amendments thereto and continuation statements which may require such Debtor’s signature; (j) upon the occurrence and during the continuation of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Secured Party were the absolute owners thereof for all purposes; and (k) to do, at the Secured Party’s option and at such Debtor’s expense, at any time, or from time to time, all acts and things which the Secured Party reasonably deems necessary to protect or preserve or, upon the occurrence and during the continuation of an Event of Default, realize upon the Collateral and the Secured Party’s lien therein, in order to effect the intent of this Agreement, all as fully and effectively as such Debtor might do. Each Debtor hereby ratifies, to the extent permitted by law, all that such attorneys lawfully do or cause to be done by virtue hereof provided the same is performed in a commercially reasonable manner. The power of attorney granted hereunder is a power coupled with an interest and shall be irrevocable until the Obligations are indefeasibly paid in full in cash and this Agreement is terminated in accordance with Section 4.12 hereof. Each Debtor also authorizes the Secured Party, at any time from and after the occurrence and during the continuation of any Event of Default, (x) to communicate in its own name with any party to any Contract with regard to the assignment of the right, title and interest of such Debtor in and under the Contracts hereunder and other matters relating thereto and (y) to execute, in connection with any sale of Collateral provided for in Section 4.6 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the CollateralPledged Shares.

Attorney-in-Fact. Each Debtor (a) Borrower hereby irrevocably constitutes appoints Lender and appoints the Secured Party, with full power of substitution, Servicer as its true and lawful attorney-in-fact fact, coupled with an interest, with full irrevocable power and authority in the place and stead of such Debtor Borrower, and in the name of such Debtor Borrower or in its own nameotherwise, from time to time in the discretion 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 and deliver any and all documents and instruments which may be necessary or desirable to perfect or protect any security interest granted hereunder, to maintain the perfection or priority of any security interest granted hereunder, or to otherwise accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, hereby gives the Secured Party the power and right, on behalf of such Debtor, without notice to or assent by such Debtor (to the extent permitted by applicable law), to do the following: (a) 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 of this Agreement; (b) upon after the occurrence of and during the continuation of an Event of DefaultDefault in the discretion of Lender or the Servicer, as the case may be, to take any action and to execute any instrument which Lender or Servicer may deem necessary or advisable to accomplish the purpose of this Agreement or any other Loan Document, including, without limitation, the following: (i) to ask, demand, collect, s▇▇ for, recover, compromise, receive and give acquittance and receipts for any and all moneys monies due and to become due under any Collateral and, or in the name of such Debtor 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 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 Secured Party for the purpose of collecting any and all such moneys due under any 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 Secured Party for the purpose of collecting any and all such moneys due under any Collateral whenever payable; (c) to pay or discharge charges or liens levied or placed on or threatened against the Collateral, to effect any insurance called for by the terms of this Agreement and to pay all or any part respect of the premiums therefor; (d) to direct any party liable for any payment under Marketing Reserve Deposit Account, Accounts and/or any of the Collateral Deposit Account Collateral; (ii) to make receive, endorse, and collect (A) any Revenues, (B) any instruments made payable to Borrower representing any dividend, payment of any and all moneys dueprincipal, and to become due thereunderinterest, directly to the Secured Party redemption price, purchase price or as the Secured Party shall direct, and to receive other distribution or payment of and receipt for any and all moneys, claims and other amounts due, and to become due at any time, in respect of or arising out of any Collateral; (e) upon the occurrence and during the continuation of an Event of Default, to sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts and other Documents constituting or relating to the Collateral; (f) upon the occurrence and during the continuation of an Event of Default, 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 Deposit Account Collateral; , or (gC) upon the occurrence any other instruments, documents and during the continuation of an Event of Defaultchattel paper received in connection with this Agreement or any other Loan Document; (iii) to file any claims, to defend or take any suit, action or proceeding brought against a Debtor with respect institute any proceedings which Lender or Servicer shall deem necessary or desirable for the collection of any Revenues in the event that Borrower shall fail to any Collateral; (h) upon do so, or otherwise to enforce the occurrence and during the continuation rights of an Event of Default, to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Secured Party may deem appropriate; (i) to the extent that a Debtor’s authorization given in Section 4.1(b) of this Agreement is not sufficient to file such financing statements Lender with respect to this Agreement; (iv) to execute and/or file, with or without such Debtor’s signaturethe signature of Borrower, any Uniform Commercial Code financing statements, continuation statements, or other filing, and any amendment thereof, relating to file a photocopy of this Agreement in substitution for a financing statement, as the Secured Party may deem appropriate and Deposit Account Collateral; (v) to execute in such Debtor’s name such financing statements and amendments thereto and continuation statements give notice to any third parties which may require such Debtor’s signature; be required to perfect Lender's security interest in the Deposit Account Collateral; (jvi) upon the occurrence to register, purchase, sell, assign, transfer, pledge or take any other action with respect to any Deposit Account Collateral in accordance with this Agreement; and during the continuation of an Event of Default(vii) to register, generally to purchase, sell, assign, transfer, pledge, make or take any agreement other action with respect to, any Deposit Account Collateral in accordance with this Agreement or, to or otherwise deal with the extent applicable, any of the Collateral as fully and completely as though the Secured Party were the absolute owners thereof for all purposes; andother Loan Document. (kb) to doLender may, at the Secured Party’s option and at such Debtor’s expense, at any time, or from time to time, all acts and things at its sole option, perform any act which the Secured Party Borrower agrees hereunder to perform and which the Borrower shall fail to perform, and Lender may from time to time take any other action which Lender deems reasonably deems necessary for the maintenance, preservation or protection of any of the rights granted to protect Lender hereunder. (c) The powers conferred on Lender hereunder, other than accounting for monies actually received by Lender or preserve orServicer hereunder, upon and other than the occurrence and during the continuation of an Event of Default, realize upon the Collateral and the Secured Party’s lien therein, obligations expressly set forth in order to effect the intent of this Agreement, all shall not impose upon Lender or Servicer any duty as fully and effectively as such Debtor might do. Each Debtor hereby ratifies, to the extent permitted by lawAccounts or the other Deposit Account Collateral, all that such attorneys lawfully do or cause to be done by virtue hereof provided the same is performed in a commercially reasonable manner. The power of attorney granted hereunder is a power coupled with an interest and shall be irrevocable until the Obligations are indefeasibly paid in full in cash and this Agreement is terminated in accordance with Section 4.12 hereof. Each Debtor also authorizes the Secured Party, at any time from and after the occurrence and during the continuation of any Event of Default, responsibility for (xi) to communicate in its own name with any party to any Contract with regard to the assignment of the right, title and interest of such Debtor in and under the Contracts hereunder and other matters relating thereto and (y) to execute, in connection with any sale of Collateral provided for in Section 4.6 hereof, any endorsements, assignments ascertaining or other instruments of conveyance or transfer taking action with respect to any matters relative to the Accounts or the other Deposit Account Collateral, whether or not Lender or Servicer have or are deemed to have knowledge of such matters or (ii) taking any necessary steps to preserve rights against prior parties or any other rights pertaining to the Accounts or the other Deposit Account Collateral.