Common use of Attorney-in-Fact Clause in Contracts

Attorney-in-Fact. Upon and during continuance of any Default or Event of Default (but for items (a), (b) and (c) below, upon and during continuance of any Event of Default only), the Borrower hereby irrevocably appoints the Bank, and any officer or agent thereof, the Borrower's attorney-in-fact, with full authority in the place and stead of the Borrower and in the name of the Borrower or otherwise, from time to time in the Bank's discretion, to take any and all action and to execute any instrument or other assurance which the Bank may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of the Borrower under SECTION 4.4), including, without limitation: (a) to obtain and adjust insurance required to be maintained by the Borrower pursuant to SECTION 4.3; (b) to ask, demand, collect, sue xxx, recover, compromise, receive, and give acquittance and receipts for moneys due and to become due under or in respect of any of the Borrower's Security Agreement Collateral; (c) to receive, endorse and collect any drafts or other instruments and chattel paper in connection with CLAUSE (a) or (b); (d) to execute and do all such assurances, acts and things which the Borrower ought to do under the covenants and provisions of this Agreement; (e) to take any and all such actions as the Bank may, in its sole and absolute discretion, determine to be necessary or advisable for the purpose of maintaining, preserving or protecting the security constituted by this Agreement or any of the rights, remedies, powers or privileges of the Bank under this Agreement; (f) generally, in the name of the Borrower or in the name of the Bank to exercise all or any of the powers, authorities and discretions conferred on or reserved to the Bank pursuant to this Agreement; (g) to maintain and preserve all of the Borrower's Intellectual Property Collateral; and (h) to file such financing statements with respect hereto, with or without the Borrower's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Bank may deem appropriate, and to execute in the Borrower's name such financing statements and continuation statements which may require the Borrower's signature. The Borrower hereby acknowledges, consents, and agrees that the power of attorney granted pursuant to this SECTION is irrevocable and coupled with an interest until this Agreement is terminated.

Attorney-in-Fact. Upon and during continuance of any Default or Event of Default (but for items (a), (b) and (c) below, upon and during continuance of Without limiting any Event of Default only)rights or powers granted by this Agreement to the Collateral Agent, the Borrower Grantors hereby irrevocably constitutes and appoints the Bank, Collateral Agent and any officer or agent thereof, the Borrower's with full power of substitution, as its true and lawful attorney-in-fact, fact with full irrevocable power and authority in the place and stead of the Borrower Grantors and in the name of the Borrower Grantors or otherwisein its own name, from time at the Grantor’s sole cost and expense, for the purpose of carrying out the provisions of this Agreement upon the occurrence and during the continuation of an Event of Default, subject to time in the Bank's discretionterms of the Intercreditor Agreement, or otherwise as contemplated by Section 4.07 and Section 5.01, to (a) take any and all appropriate action and to execute any document or instrument or other assurance which the Bank that may deem be necessary or advisable desirable to accomplish the purposes terms of this Agreement, (b) preserve the validity and perfection of the Liens granted by this Agreement and (c) exercise its rights, remedies, powers and privileges under this Agreement. This appointment as attorney-in-fact is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Grantors hereby give the Collateral Agent the power and right, on behalf of the Grantors, without notice to or assent by the Grantors, upon the occurrence and during the continuation of an Event of Default (or as otherwise provided in Section 4.07 or Section 5.01), and subject to the rights terms of the Borrower under SECTION 4.4)Intercreditor Agreement, including, without limitationto: (ai) to obtain and adjust insurance required to be maintained by the Borrower pursuant to SECTION 4.3; (b) to ask, demand, collect, sue xxxfor, recover, compromise, receive, receive and give acquittance receipt and receipts discharge for moneys amounts due and to become due under or and in respect of all or any part of the Borrower's Security Agreement Collateral;, (cii) to receivein the name of any Grantor or its own name or otherwise, endorse take possession of, receive and indorse and collect any drafts check, Account, Chattel Paper, draft, note, acceptance or other instruments and chattel paper in connection with CLAUSE (a) Instrument for the payment of moneys due under any Account or (b);general intangible, (diii) to execute and do all such assurances, acts and things which the Borrower ought to do under the covenants and provisions of this Agreement; (e) to file any claims or take any and all such actions as other action that the Bank may, in its sole and absolute discretion, determine to be Collateral Agent may deem necessary or advisable for the purpose collection of maintainingall or any part of the Collateral, (iv) execute, preserving in connection with any sale or protecting 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, execute and deliver, and have recorded, any agreement, instrument, document or paper as the Collateral Agent may request to evidence the Collateral Agent’s security constituted interest in such Intellectual Property and the goodwill and general intangibles of any Grantor relating thereto or represented thereby, (vi) pay or discharge Taxes and Liens levied or placed on or threatened against the Collateral (other than Permitted Liens), effect any repair or pay or discharge any insurance called for by the terms of this Agreement or the other Secured Obligations Documents (including all or any part of the rightspremiums therefor and the costs thereof), (vii) direct any party liable for any payment under any Collateral to make payment of any moneys due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall direct, (viii) sign and indorse any invoice, remediesfreight or express bill, powers bill of lading, storage or privileges warehouse receipt, draft against debtors, assignment, verification, notice or other document in connection with any Collateral, (ix) commence and prosecute any suit, action or proceeding at law or in equity in any court of competent jurisdiction to collect any Collateral and to enforce any other right in respect of any Collateral, (x) defend any suit, action or proceeding brought against any Grantor with respect to any Collateral, (xi) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or releases as the Collateral Agent may deem appropriate, (xii) assign any Copyright, Patent or Trademark (along with the goodwill of the Bank under this Agreement;business to which any such Trademark pertains) throughout the world for such term or terms, on such conditions and in such manner as the Collateral Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment, (fxiii) cure any default by any Project Grantor under any Assigned Agreement, and (xiv) generally, in sell, transfer, pledge and make any agreement with respect to or otherwise deal with any Collateral as fully and completely as though the name Collateral Agent were the absolute owner thereof for all purposes, and do, at the Collateral Agent’s option and the expense of the Borrower Grantors, at any time, or from time to time, all acts and things that the Collateral Agent reasonably deems necessary to protect, preserve or realize upon the Collateral and the Collateral Agent’s and the other Secured Parties’ Liens thereon and to effect the terms of this Agreement, all as fully and effectively as any Grantor might do. (b) Each Grantor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof, in the name of the Bank to exercise all or any of the powers, authorities and discretions conferred on or reserved each case pursuant to the Bank powers granted hereunder. Upon the occurrence and during the continuation of an Event of Default (or as otherwise provided in Section 4.07 or Section 5.01), the Grantors hereby acknowledge and agree that the Collateral Agent shall have no fiduciary duties to the Grantors in acting pursuant to this Agreement; (g) to maintain and preserve all of the Borrower's Intellectual Property Collateral; and (h) to file such financing statements with respect hereto, with or without the Borrower's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Bank may deem appropriate, and to execute in the Borrower's name such financing statements and continuation statements which may require the Borrower's signature. The Borrower hereby acknowledges, consents, and agrees that the power of attorney granted pursuant to this SECTION is irrevocable and coupled with an interest until this Agreement is terminatedthe Grantors hereby waive any claims or rights of a beneficiary of a fiduciary relationship hereunder.

Attorney-in-Fact. Upon and during continuance of any Default or Event of Default (but for items (a), (b) and (c) below, upon and during continuance of Without limiting any Event of Default only)rights or powers granted by this Agreement to the Collateral Agent, the Borrower Pledgor hereby irrevocably appoints the BankCollateral Agent, and on behalf of the Secured Parties, or any Person, officer or agent thereofwhom the Collateral Agent may designate, the Borrower's as its true and lawful attorney-in-factfact and proxy, with full irrevocable power and authority in the place and stead of the Borrower Pledgor and in the name of the Borrower Pledgor or otherwisein its own name, at the Pledgor’s sole cost and expense, from time to time in the Bank's discretion, to take any and all action and to execute any instrument or other assurance which the Bank may deem be necessary or reasonably advisable to accomplish the purposes of enforce its rights under this Agreement (subject to upon and during the rights continuation of an Event of Default. This appointment as attorney-in-fact is irrevocable and coupled with an interest. Without limiting the generality of the Borrower under SECTION 4.4)foregoing, includingthe Pledgor hereby gives the Collateral Agent the power and right, on behalf of the Pledgor, without limitation: (a) notice to obtain and adjust insurance required to be maintained or assent by the Borrower pursuant to SECTION 4.3; Pledgor, upon the occurrence and during the continuation of an Event of Default, (bi) to ask, demand, collect, sue xxxsxx for, recover, compromise, receive, receive and give acquittance receipt and receipts discharge for moneys amounts due and to become due under or and in respect of all or any part of the Borrower's Security Agreement Pledged Collateral; , (cii) to receive, endorse and collect file any drafts claims or other instruments and chattel paper in connection with CLAUSE (a) or (b); (d) to execute and do all such assurances, acts and things which the Borrower ought to do under the covenants and provisions of this Agreement; (e) to take any and all such actions as action or proceeding that the Bank may, in its sole and absolute discretion, determine to be Collateral Agent may deem necessary or advisable for the purpose collection of maintaining, preserving or protecting the security constituted by this Agreement or any of the rights, remedies, powers or privileges of the Bank under this Agreement; (f) generally, in the name of the Borrower or in the name of the Bank to exercise all or any part of the powersPledged Collateral, authorities and discretions conferred on (iii) to execute, in connection with any sale or reserved disposition of the Pledged Collateral under Article V, any endorsements, assignments or other instruments of conveyance or transfer with respect to all or any part of the Pledged Collateral, (iv) direct any party liable for any payment under any Pledged Collateral to make payment of any monies due or to become due thereunder directly to the Bank pursuant Collateral Agent or as the Collateral Agent shall direct, (v) commence and prosecute any suit, action or proceeding at law or in equity in any court of competent jurisdiction to this Agreement; collect any Pledged Collateral and to enforce any other right in respect of any Pledged Collateral, (gvi) to maintain and preserve all of defend any suit, action or proceeding brought against the Borrower's Intellectual Property Collateral; and (h) to file such financing statements Pledgor with respect heretoto any Pledged Collateral, with (vii) settle, compromise or without the Borrower's signatureadjust any such suit, action or a photocopy of this Agreement proceeding and, in substitution for a financing statementconnection therewith, give such discharges or releases as the Bank Collateral Agent may deem appropriate, and (viii) generally, sell, transfer, pledge and make any agreement with respect to execute or otherwise deal with any Pledged Collateral as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes, and do, at the Collateral Agent’s option and the Pledgor’s expense, at any time, or from time to time, all acts and things that the Collateral Agent reasonably deems necessary to protect, preserve or realize upon the Pledged Collateral and the Collateral Agent’s and the other Secured Parties’ Liens thereon and to effect the intent of this Agreement, all as fully and effectively as the Pledgor might do. (b) The Pledgor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof, in each case pursuant to the Borrower's name such financing statements and continuation statements which may require the Borrower's signaturepowers granted hereunder. The Borrower Pledgor hereby acknowledges, consents, acknowledges and agrees that the power of attorney granted Collateral Agent shall have no fiduciary duties to the Pledgor in acting pursuant to this SECTION is irrevocable power-of-attorney and coupled with an interest until this Agreement is terminatedthe Pledgor hereby waives any claims or rights of a beneficiary of a fiduciary relationship hereunder.

Attorney-in-Fact. Upon and during continuance For purposes of any Default or Event of Default (but for items (a), (b) and (c) below, upon and during continuance of any Event of Default only)Section 9.04, the Borrower hereby irrevocably constitutes and appoints the Bank, and any officer or agent thereofLender, the Borrower's Construction Consultant and/or another independent contractor selected by the Lender, its true and lawful attorney-in-fact, fact with full authority power of substitution for the purpose of causing the Completion of the Improvements in the place and stead name of the Borrower Borrower, and hereby empowers said attorney-in-fact to do any or all of the following: (a) To use any and all funds which may remain unadvanced hereunder for the purpose of causing the Completion of the Improvements in the manner called for by the Plans; (b) To make such additions, changes and corrections in the Plans as shall be necessary or desirable for the Completion of the Improvements in substantially the manner contemplated by the Plans; (c) To employ any contractors, subcontractors, agents, architects and inspectors required for said purposes; (d) To employ attorneys to defend against attempts to interfere with the exercise of the powers granted hereby; (e) To pay, settle or compromise all existing bills and claims which are or may be liens against the Premises or Improvements or may be necessary or desirable for the Completion of the Improvements or the clearance of title; (f) To execute all applications and certificates in the name of the Borrower or otherwise, from time to time in the Bank's discretion, to take which may be required by any and all action and to execute any instrument or other assurance which the Bank may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of the Borrower under SECTION 4.4), including, without limitation: (a) to obtain and adjust insurance required to be maintained by the Borrower pursuant to SECTION 4.3; (b) to ask, demand, collect, sue xxx, recover, compromise, receive, and give acquittance and receipts for moneys due and to become due under or in respect of any of the Borrower's Security Agreement Collateral; (c) to receive, endorse and collect any drafts or other instruments and chattel paper in connection with CLAUSE (a) or (b); (d) to execute and do all such assurances, acts and things which the Borrower ought to do under the covenants and provisions of this Agreement; (e) to take any and all such actions as the Bank may, in its sole and absolute discretion, determine to be necessary or advisable for the purpose of maintaining, preserving or protecting the security constituted by this Agreement or any of the rights, remedies, powers or privileges of the Bank under this Agreement; (f) generally, in the name of the Borrower or in the name of the Bank to exercise all or any of the powers, authorities and discretions conferred on or reserved to the Bank pursuant to this Agreement;construction contract; and/or (g) to maintain To prosecute and preserve defend all actions or proceedings in connection with the construction of the Borrower's Intellectual Property Collateral; and (h) Improvements on the Premises and to file take such financing statements action, require such performance and do any and every other act as is deemed reasonably necessary with respect hereto, with or without to the Borrower's signature, or a photocopy Completion of this Agreement the Improvements which the Borrower might do in substitution for a financing statement, as the Bank may deem appropriate, and to execute in the Borrower's name such financing statements and continuation statements which may require the Borrower's signature. The Borrower hereby acknowledges, consents, and agrees that the power of attorney granted pursuant to this SECTION is irrevocable and coupled with an interest until this Agreement is terminatedits own behalf.

Attorney-in-Fact. Upon Until the Termination Date, each Grantor hereby irrevocably constitutes and during continuance of any Default or Event of Default appoints (but for items (a), (bi) and (c) below, upon and during continuance of any Event of Default only)prior to the First Priority Obligations Payment Date, the Borrower hereby irrevocably appoints First Priority Collateral Agent or (ii) on and after the Bank, and any officer First Priority Obligations Payment Date or agent thereofthe Second Priority Enforcement Date, the Borrower's attorney-in-factSecond Priority Collateral 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 Borrower such Grantor and in the name of the Borrower such Grantor or otherwisein its own name, from time to time in the Bank's discretiondiscretion of the Collateral 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 instrument or other assurance and all documents and instruments which the Bank may deem be necessary or advisable desirable to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives (subject i) prior to the rights 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 the Borrower under SECTION 4.4), includingsuch Grantor, without limitationnotice to or assent by such Grantor, to do the following upon the occurrence and during the continuation of any Event of Default: (a) to obtain and adjust insurance required to be maintained by the Borrower pursuant to SECTION 4.3; (b) to ask, demand, collect, sue xxx, recover, compromise, receive, 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 Grantor or its own name or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other 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 respect any court of law or equity or otherwise deemed appropriate by the 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 Second Priority Collateral Agent for the purpose of collecting any and all such moneys due under any Collateral whenever payable; (b) to pay or discharge charges or Liens levied or placed on or threatened against the Collateral (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 Borrower's Security Agreement Collateralpremiums therefor; (c) to receivedirect any party liable for any payment under any of the Collateral to make payment of any and all moneys due, endorse and collect to become due thereunder, directly to the Second Priority Collateral Agent or as the Second Priority Collateral Agent shall direct, and to receive payment of and receipt for any drafts and all moneys, claims and other amounts due, and to become due at any time, in respect of or other instruments and chattel paper in connection with CLAUSE (a) or (b)arising out of any Collateral; (d) to execute sign and do all such assurancesindorse any invoices, acts freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and things which the Borrower ought to do under the covenants notices in connection with accounts and provisions of this Agreementother Documents constituting Collateral; (e) to take commence and prosecute any and all such suits, actions as or proceedings at law or in equity in any court of competent jurisdiction to collect the Bank may, in its sole and absolute discretion, determine to be necessary or advisable for the purpose of maintaining, preserving or protecting the security constituted by this Agreement Collateral or any part thereof and to enforce any other right in respect of any Collateral, unless being diligently pursued by the rights, remedies, powers or privileges of the Bank under this Agreementapplicable Grantor; (f) generallyto defend any suit, in the name of the Borrower action or in the name of the Bank proceeding brought against such Grantor with respect to exercise all or any of the powersCollateral, authorities and discretions conferred on or reserved to the Bank pursuant to this Agreementunless being diligently defended by such Grantor; (g) after giving notice to maintain and preserve all of the Borrower's Intellectual Property Collateral; applicable 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 Second Priority Collateral Agent may deem appropriate; (h) to the extent that such Grantor’s authorization given in Section 4.1(b) of this Agreement is not sufficient, to file such financing statements with respect heretoto this Agreement, with or without the Borrower's such Grantor’s signature, or to file a photocopy of this Agreement in substitution for a financing statement, as the Bank Second Priority Collateral Agent may deem appropriate, and to execute in the Borrower's such Grantor’s name such financing statements and amendments thereto and continuation statements which may require the Borrower's such Grantor’s signature; and (i) 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 Collateral Agent were the absolute owner thereof for all purposes, and to do, at the Collateral Agent’s option and at such Grantor’s expense, at any time, or from time to time, all acts and things which the Second Priority Collateral Agent reasonably deems necessary to protect, preserve or realize upon the Collateral and the Second Priority Collateral Agent’s Lien therein, in order to effect the intent of this Agreement, all as fully and effectively as such Grantor might do. Each Grantor hereby ratifies, to the extent permitted by law, all that such attorneys lawfully do or cause to be done by virtue hereof. The Borrower hereby acknowledges, consents, and agrees that the power of attorney granted pursuant to this SECTION hereunder is irrevocable and a power coupled with an interest and shall be irrevocable until this Agreement is terminatedthe Termination Date. Each Grantor also authorizes the Second 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 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. Upon and during continuance of Without limiting any Default rights or powers granted by this Agreement to the Collateral Agent while no Event of Default (but for items (a), (b) has occurred and (c) belowis continuing, upon the occurrence and during the continuance of any Event of Default only)Default, for the Borrower purposes of allowing the Collateral Agent to exercise its rights and remedies hereunder and under the Loan Documents, such Grantor hereby irrevocably constitutes and appoints the Bank, Collateral Agent its true and any officer or agent thereof, the Borrower's lawful attorney-in-factfact (such appointment being irrevocable and coupled with an interest), with full power of substitution and with full authority in the place and stead of the Borrower such Grantor and in the name of the Borrower or otherwise, from time to time in the Bank's discretion, such Grantor to take any and all action and to execute any instrument or other assurance which that the Bank Collateral Agent may deem reasonably necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of the Borrower under SECTION 4.4)Agreement, including, without limitation, the following: (a) to obtain and adjust insurance required to be maintained by such Grantor under the Borrower Loan Agreement or paid to the Collateral Agent pursuant to SECTION 4.3the Loan Agreement; (b) to askrequest, demand, collect, sue xxxxxx for, recover, compromisecompound, receive, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Borrower's Security Agreement Collateral; (c) to receive, endorse and collect any drafts or other instruments instruments, documents and chattel paper in connection with CLAUSE (a) or clause (b)) above; (d) to execute and do all such assurances, acts and things which file any claims or take any action or institute any proceedings that the Borrower ought Collateral Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to do under enforce the covenants and provisions rights of this Agreementthe Collateral Agent with respect to any of the Collateral; (e) to take prepare and file any and all UCC financing statements against such actions Grantor as the Bank may, in its sole and absolute discretion, determine to be necessary or advisable for the purpose of maintaining, preserving or protecting the security constituted by this Agreement or any of the rights, remedies, powers or privileges of the Bank under this Agreementdebtor; (f) generallyto take or cause to be taken all actions necessary to perform or comply or cause performance or compliance with the terms of this Agreement, including, without limitation, access to pay or discharge taxes or Liens (other than the Liens created in the name favor of the Borrower or in Collateral Agent for the name benefit of the Bank Secured Parties) levied or placed upon or threatened against the Collateral, the legality or validity thereof and the amounts necessary to exercise all or discharge the same to be determined by the Collateral Agent in its sole discretion, any such payments made by the Collateral Agent to become obligations of the powers, authorities and discretions conferred on or reserved such Grantor to the Bank pursuant to this Agreement;Collateral Agent, due and payable immediately without demand; and (g) to maintain and preserve all sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Borrower's Intellectual Property Collateral; and Collateral as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes (h) but subject to file such financing statements with respect hereto, with or without the Borrower's signature, or a photocopy terms of this Agreement in substitution for a financing statement, as the Bank may deem appropriate, and to execute in the Borrower's name such financing statements and continuation statements which may require the Borrower's signature. The Borrower hereby acknowledges, consents, and agrees that the power of attorney granted pursuant to this SECTION is irrevocable and coupled with an interest until this Agreement is terminatedAgreement).

Attorney-in-Fact. Upon and during continuance of any Default or Event of Default ASSIGNOR HEREBY NOMINATES AND IRREVOCABLY DESIGNATES AND APPOINTS AGENT ITS TRUE AND LAWFUL AGENT AND ATTORNEY IN FACT (but for items WITH FULL POWER OF SUBSTITUTION), WHICH APPOINTMENT IS COUPLED WITH AN INTEREST, EITHER IN THE NAME OF AGENT OR IN THE NAME OF ASSIGNOR, AS THE CASE MAY BE, AT ASSIGNOR’S SOLE COST AND EXPENSE, TO TAKE ANY OF THE FOLLOWING ACTIONS: (a), (b) To do all acts and (c) below, upon things and during continuance of any Event of Default only), the Borrower hereby irrevocably appoints the Bank, and any officer or agent thereof, the Borrower's attorney-in-fact, with full authority in the place and stead of the Borrower and in the name of the Borrower or otherwise, from time to time in the Bank's discretion, to take any and execute all action and to execute any instrument or other assurance documents which the Bank Agent may deem necessary or advisable to accomplish perfect and continue perfected the purposes of security interest created by this Agreement (subject Assignment and to preserve, process, develop, maintain and protect the rights of Collateral and the Borrower under SECTION 4.4)value thereof and Agent’s interest therein, including, without limitation: (a) , preparing, signing, filing and recording, for Assignor in Assignor’s name, or for Assignor on behalf of any Maker or other Person liable with respect to obtain and adjust insurance required to be maintained by such obligations, any financing statement covering or constituting the Borrower pursuant to SECTION 4.3Collateral, or any portion thereof; (b) To do any and every act which Assignor is obligated to ask, demand, collect, sue xxx, recover, compromise, receive, and give acquittance and receipts for moneys due and to become due do under or in respect of any of the Borrower's Security Agreement Collateralthis Assignment; (c) Whether before or after the occurrence of an Event of Default, to receiveask for, endorse demand, xxx for, attach, levy, settle, compromise, collect, compound, recover, receive and collect give receipt and acquittances for any drafts and all sums owing or which may become due with respect to the Collateral; to endorse, in the name of Assignor, all checks, notes, drafts, money orders, evidences of payment, or other instruments received in payment of, or on account of, the Collateral or any portion thereof; and chattel paper in connection with CLAUSE (a) or (b); (d) to execute and do all such assurances, acts and things which the Borrower ought to do under the covenants and provisions of this Agreement; (e) to take any and all such actions as the Bank may, in its sole and absolute discretion, determine to be Agent may deem necessary or advisable for desirable in order to realize upon the purpose of maintainingCollateral, preserving or protecting the security constituted by this Agreement or any portion thereof, including, without limitation, making any statements and doing or taking any acts on behalf of Assignor which are otherwise required of Assignor under the terms of the rights, remedies, powers Collateral or privileges any portion thereof as conditions precedent to the payment of the Bank under this Agreement; (f) generallyobligations evidenced by, in or to the name of exercise of, the Borrower Collateral or in the name of the Bank any portion thereof; and to exercise all or any of rights and remedies available under the powers, authorities and discretions conferred on or reserved to the Bank pursuant to this Agreement; (g) to maintain and preserve all of the Borrower's Intellectual Property Collateral; and (h) to file such financing statements with respect hereto, with or without the Borrower's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Bank may deem appropriate, Collateral Documents and to execute any document or instrument which Agent may deem necessary or desirable in the Borrower's name such financing statements and continuation statements which may require the Borrower's signature. The Borrower hereby acknowledgesconnection therewith, consentsincluding pleadings, consent orders, stipulations, and agrees that other documents and instruments which Agent may deem necessary or desirable in connection with judicial or nonjudicial foreclosure of any deed of trust, mortgage, deed to secure debt, assignment, pledge or other security agreement included within the power of attorney granted pursuant Collateral Documents or other legal actions or proceedings with respect to this SECTION is irrevocable and coupled with an interest until this Agreement is terminated.the Collateral or the Maker. IN ADDITION, ASSIGNOR HEREBY IRREVOCABLY DESIGNATES AND APPOINTS AGENT ITS TRUE AND LAWFUL ATTORNEY-IN-FACT WITH FULL POWER OF SUBSTITUTION EITHER IN THE NAME OF AGENT OR ASSIGNOR WHICH POWER IS COUPLED WITH AN INTEREST TO (I) SIGN ASSIGNOR’S NAME ON ANY COLLATERAL, DRAFTS AGAINST ACCOUNT DEBTORS, ASSIGNMENTS, ANY PROOF OF CLAIM IN ANY BANKRUPTCY OR OTHER INSOLVENCY PROCEEDING INVOLVING ANY ACCOUNT DEBTOR, ANY NOTICE OF LIEN, CLAIM OF LIEN OR ASSIGNMENT OR SATISFACTION OF LIEN, OR ON ANY FINANCING STATEMENT OR CONTINUATION STATEMENT UNDER THE UNIFORM COMMERCIAL CODE; (II) SEND VERIFICATIONS OF ACCOUNTS RECEIVABLE TO ANY ACCOUNT DEBTOR; AND

Attorney-in-Fact. Upon and during continuance of any Default or Event of Default (but for items (a), (b) and (c) Subject to the proviso set forth below, upon Member hereby constitutes and during continuance appoints Collateral Agent, acting for and on behalf of any Event itself and the other Secured Parties and each successor or assign of Default only)Collateral Agent and the other Secured Parties, the Borrower hereby irrevocably appoints the Bank, true and any officer or agent thereof, the Borrower's lawful attorney-in-factfact of Member, with full authority in the place and stead of the Borrower and power (in the name of the Borrower Member or otherwise, from time ) to time in the Bank's discretion, to take any and enforce all action and to execute any instrument or other assurance which the Bank may deem necessary or advisable to accomplish the purposes rights of this Agreement (subject Member with respect to the rights of the Borrower under SECTION 4.4)Collateral, including, without limitation, the right: (a) to obtain and adjust insurance required to be maintained by the Borrower pursuant to SECTION 4.3; (b) to ask, require, demand, collect, sue xxx, recover, compromise, receive, compound and give acquittance for any and receipts all moneys and claims for moneys money due and to become due under or in respect of any arising out of the Borrower's Security Agreement Collateral; (b) to elect remedies with respect to the Collateral and to receive, endorse and collect upon any checks or other instruments or orders in connection therewith; (c) to receivevote, endorse demand, receive and collect any drafts or other instruments enforce Member’s rights and chattel paper in connection powers with CLAUSE (a) or (b)respect to the Collateral; (d) to execute do any and every act which Member might do all such assurances, acts and things which on its behalf with respect to the Borrower ought to do under the covenants and provisions of this AgreementCollateral or any part thereof; (e) to take any give appropriate receipts, releases and all such actions as satisfactions for and on behalf of and in the Bank mayname of Member or, at the option of Collateral Agent, in its sole the name of Collateral Agent, with the same force and absolute discretion, determine to be necessary or advisable for the purpose of maintaining, preserving or protecting the security constituted by effect as Member could do if this Pledge Agreement or any of the rights, remedies, powers or privileges of the Bank under this Agreementhad not been made; (f) generallyto make, in the name execute, deliver and file all conveyances, assignments and transfers of the Borrower or in the name of the Bank to exercise all or any of the powers, authorities and discretions conferred on or reserved to the Bank pursuant to this Agreement;Collateral; and (g) to maintain file any claims or take any action or institute any proceedings in connection therewith which Collateral Agent may deem to be necessary or advisable; provided, however, that until such time as an Event of Default has occurred and preserve all is continuing, Collateral Agent shall not exercise any of the Borrower's Intellectual Property Collateral; and aforementioned rights. Pursuant to such power of attorney, if an Event of Default has occurred and is continuing, Collateral Agent shall, (h) to file such financing statements with respect heretoat the direction of the Required Lenders), with or without the Borrower's signatureitself perform, or a photocopy cause the performance of, any obligations of this Agreement in substitution for a financing statement, as the Bank may deem appropriate, and to execute in the Borrower's name such financing statements and continuation statements which may require the Borrower's signatureMember. The Borrower hereby acknowledges, consents, and agrees that the This power of attorney granted pursuant to this SECTION is irrevocable and a power coupled with an interest and is irrevocable until the indefeasible payment and performance in full in cash of the Secured Obligations. Member hereby approves, ratifies and confirms each lawful act and deed of or for Collateral Agent done or to be done pursuant to, and in accordance with, this Agreement is terminatedappointment and Applicable Laws as the authorized act and deed of Member.

Attorney-in-Fact. Upon and during continuance of any Default or Event of Default (but for items (a), (b) and (c) below, upon and during continuance of any Event of Default only), the Borrower Each Grantor hereby irrevocably constitutes and appoints the Bank, and any officer or agent thereof, the Borrower's attorney-in-factCollateral 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 Borrower such Grantor and in the name of the Borrower such Grantor or otherwisein its own name, from time to time in the Bank's discretiondiscretion of the Collateral 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 instrument or other assurance and all documents and instruments which the Bank may deem be necessary or advisable desirable to accomplish the purposes of this Agreement (subject to and, without limiting the rights generality of the Borrower under SECTION 4.4)foregoing, includinghereby gives the Collateral Agent the power and right, on behalf of such Grantor, without limitationnotice to or assent by such Grantor, to do the following upon the occurrence and during the continuation of any Event of Default: (a) to obtain and adjust insurance required to be maintained by the Borrower pursuant to SECTION 4.3; (b) to ask, demand, collect, sue xxx, recover, compromise, receive, 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 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 respect any court of law or equity or otherwise deemed appropriate by the 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 Collateral Agent for the purpose of collecting any and all such moneys due under any Collateral whenever payable; (b) to pay or discharge charges or Liens levied or placed on or threatened against the Collateral (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 Borrower's Security Agreement Collateralpremiums therefor; (c) to receivedirect any party liable for any payment under any of the Collateral to make payment of any and all moneys due, endorse and collect to become due thereunder, directly to the Collateral Agent or as the Collateral Agent shall direct, and to receive payment of and receipt for any drafts and all moneys, claims and other amounts due, and to become due at any time, in respect of or other instruments and chattel paper in connection with CLAUSE (a) or (b)arising out of any Collateral; (d) to execute sign and do all such assurancesindorse any invoices, acts freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and things which notices in connection with accounts and other Documents constituting or relating to the Borrower ought to do under the covenants and provisions of this AgreementCollateral; (e) to take commence and prosecute any and all such suits, actions as or proceedings at law or in equity in any court of competent jurisdiction to collect the Bank may, in its sole and absolute discretion, determine to be necessary or advisable for the purpose of maintaining, preserving or protecting the security constituted by this Agreement Collateral or any part thereof and to enforce any other right in respect of the rights, remedies, powers or privileges of the Bank under this Agreementany Collateral; (f) generallyto defend any suit, in the name of the Borrower action or in the name of the Bank proceeding brought against such Grantor with respect to exercise all or any of the powers, authorities and discretions conferred on or reserved to the Bank pursuant to this AgreementCollateral; (g) to maintain and preserve all of settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Borrower's Intellectual Property Collateral; andCollateral Agent may deem appropriate; (h) to the extent that such Grantor’s authorization given in Section 4.1(b) of this Agreement is not sufficient, to file such financing statements with respect heretoto this Agreement, with or without the Borrower's such Grantor’s signature, or to file a photocopy of this Agreement in substitution for a financing statement, as the Bank Collateral Agent may deem appropriate, and to execute in the Borrower's such Grantor’s name such financing statements and amendments thereto and continuation statements which may require the Borrower's such Grantor’s signature; and (i) 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 Collateral Agent were the absolute owner thereof for all purposes, and to do, at the Collateral Agent’s option and at such Grantor’s expense, at any time, or from time to time, all acts and things which the Collateral Agent reasonably deems necessary to protect, preserve or realize upon the Collateral and the Collateral Agent’s Lien therein, in order to effect the intent of this Agreement, all as fully and effectively as such Grantor might do. Each Grantor hereby ratifies, to the extent permitted by law, all that such attorneys lawfully do or cause to be done by virtue hereof and in accordance herewith. The Borrower hereby acknowledges, consents, and agrees that the power of attorney granted pursuant to this SECTION hereunder is irrevocable and a power coupled with an interest and shall be irrevocable until this Agreement is terminatedterminated pursuant to Section 4.10 hereof, but is only effective and exercisable as set forth herein. Each Grantor also authorizes the 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 with regard to the assignment of the right, title and interest of such 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. Upon Each Secured Party hereby appoints Gehrig White as collateral agent (the “Collateral Agent”) for the purposes of perfecting the Secured Parties’ security interests hereunder and during continuance of any Default or Event of Default (but for items (a), (b) and (c) below, upon and during continuance of any Event of Default only), the Borrower purposes set forth in this Section 8. Grantor does hereby irrevocably appoints make, constitute and appoint the Bank, Collateral Agent on behalf of all of the Secured Parties as its true and any officer or agent thereof, the Borrower's lawful attorney-in-factfact (the “Power of Attorney”), with full power and authority in the place and stead of the Borrower and in the name of the Borrower or otherwise, from time to time in the Bank's discretion, to take do any and all action and to execute any instrument or other assurance which the Bank may deem acts necessary or advisable proper to accomplish carry out the purposes intent of this Agreement (subject to the rights of the Borrower under SECTION 4.4), including, without limitation: , the right, power and authority (a) to obtain enforce all rights of Grantor under and adjust insurance required to be maintained by the Borrower pursuant to SECTION 4.3; any agreements with respect to the Collateral, all for the sole benefit of the Secured Parties; (b) to askenter into and perform such arrangements as may be necessary in order to carry out the terms, demand, collect, sue xxx, recover, compromise, receive, covenants and give acquittance and receipts for moneys due and conditions of this Agreement that are required to become due under be observed or in respect of any of the Borrower's Security Agreement Collateral; performed by Grantor; (c) to receiveexecute such other and further mortgages, endorse pledges and collect any drafts assignments of the Collateral as the Secured Parties may reasonably require for the purpose of perfecting, protecting or other instruments maintaining the security interest granted to the Secured Parties by this Agreement; and chattel paper in connection with CLAUSE (a) or (b); (d) to execute do any and do all such assurances, acts and other things which necessary or proper to carry out the Borrower ought to do under the covenants and provisions intent of this Agreement; (e) to take any , and all Grantor hereby ratifies and confirms that the party reflected above as such actions as the Bank may, in attorney-in-fact or its sole and absolute discretion, determine to be necessary or advisable for the purpose of maintaining, preserving or protecting the security constituted substitutes does by this Agreement or any of the rights, remedies, powers or privileges of the Bank under this Agreement; (f) generally, in the name of the Borrower or in the name of the Bank to exercise all or any of the powers, authorities and discretions conferred on or reserved to the Bank pursuant to this Agreement; (g) to maintain and preserve all of the Borrower's Intellectual Property Collateral; and (h) to file such financing statements with respect hereto, with or without the Borrower's signature, or a photocopy virtue of this Agreement in substitution for a financing statementPower of Attorney, as the Bank may deem appropriate, and to execute in the Borrower's name such financing statements and continuation statements which may require the Borrower's signature. The Borrower hereby acknowledges, consents, and agrees that the power of attorney granted pursuant to this SECTION is irrevocable and coupled with an interest and is irrevocable, until Grantor has paid in full the Secured Obligations and this Agreement is terminated. The person or entity charged with the foregoing Power of Attorney may be changed by the written approval of a majority in interest of the Secured Parties and, upon written notice thereof to Grantor, Grantor shall be bound thereby; provided, however, that any such newly appointed Power of Attorney shall be selected from the Secured Parties party to this Security Agreement.

Attorney-in-Fact. Upon and during continuance of any Default or Event of Default (but for items (a), (b) and (c) below, upon and during continuance of any Event of Default only), the Borrower Each Grantor hereby irrevocably nominates and appoints the Bank, and any officer or agent thereof, the Borrower's Collateral Agent as its attorney-in-fact, with full authority in fact for the place benefit of Secured Party for the following purposes: (a) to do all acts and stead of the Borrower and in the name of the Borrower or otherwise, from time to time in the Bank's discretion, to take any and all action and to execute any instrument or other assurance things which the Bank Collateral Agent may deem necessary or advisable to accomplish perfect and continue perfected the purposes of security interests created by this Agreement (subject and, upon the occurrence and during the continuance of an Event of Default, to preserve, process, develop, maintain and protect the rights of the Borrower under SECTION 4.4), including, without limitation: (a) to obtain and adjust insurance required to be maintained by the Borrower pursuant to SECTION 4.3; Collateral; (b) upon the occurrence and during the continuance of an Event of Default, to askdo any and every act which each Grantor is obligated to do under this Agreement, demand, collect, sue xxx, recover, compromise, receive, at the expense of each Grantor and give acquittance and receipts for moneys due and without any obligation to become due under or in respect of any of the Borrower's Security Agreement Collateral; do so; (c) to receiveprepare, endorse and collect any drafts or other instruments and chattel paper in connection with CLAUSE (a) or (b); (d) to execute and do all such assurancessign, acts and things which the Borrower ought to do under the covenants and provisions of this Agreement; (e) to take any and all such actions as the Bank mayfile and/or record, in its sole and absolute discretion, determine to be necessary or advisable for the purpose of maintaining, preserving or protecting the security constituted by this Agreement or any of the rights, remedies, powers or privileges of the Bank under this Agreement; (f) generallyeach Grantor, in the name of any Grantor, any financing statement, application for registration, or like paper, and to take any other action deemed by Collateral Agent necessary or desirable in order to perfect or maintain perfected the Borrower security interests granted hereby; (d) upon the occurrence and during the continuance of an Event of Default, to execute any and all papers and instruments and do all other things necessary or in desirable to preserve and protect the name Collateral and to protect Collateral Agent’s security interests therein; and (e) upon the occurrence and during the continuance of an Event of Default, to endorse and transfer the Bank Pledged Collateral to exercise all any transferee or designee; provided, however, that Collateral Agent shall be under no obligation whatsoever to take any of the powersforegoing actions, authorities and discretions conferred on if Collateral Agent so acts, it shall have no liability or reserved to the Bank pursuant to this Agreement; (g) to maintain and preserve all of the Borrower's Intellectual Property Collateral; and (h) to file responsibility for any such financing statements action taken with respect heretothereto absent gross negligence, with bad faith or without the Borrower's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Bank may deem appropriate, and to execute in the Borrower's name such financing statements and continuation statements which may require the Borrower's signaturewillful misconduct. The Borrower hereby acknowledges, consents, and agrees that the foregoing power of attorney granted pursuant to this SECTION is irrevocable and coupled with an interest until this Agreement and is terminatedirrevocable.

Attorney-in-Fact. Upon and during continuance of any Default or Event of Default (but for items (a)) Subject to the rights of the Company under Sections 2.06, 2.07, 2.08 and 2.09, the Trustee is hereby appointed the attorney-in-fact of the Company for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instruments which the Trustee may deem necessary or advisable to accomplish the purposes of this Agreement, to preserve the validity, perfection and priority (bsubject only to Liens permitted under Section 4.12 of the Indenture) of the Liens granted by this Agreement and, following any Default, to exercise its rights, remedies, powers and (c) belowprivileges under this Agreement. This appointment as attorney-in-fact is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Trustee shall be entitled under this Agreement upon the occurrence and during continuance continuation of any Event of Default only(i) to ask, demand, collect, sue xxx, recover, receive and give receipt and discharge for amounts due and to become due under and in respect of all or any part of the Collateral; (ii) to receive, endorse and collect any Instruments or other drafts, instruments, documents and chattel paper in connection with clause (i) above (including any draft or check representing the proceeds of insurance or the return of unearned premiums); (iii) to file any claims or take any action or proceeding that the Trustee may deem necessary or advisable for the collection of all or any part of the Collateral, including the collection of any compensation due and to become due under any contract or agreement with respect to all or any part of the Collateral; and (iv) to execute, in connection with any sale or disposition of the collateral under Section 5, any endorsements, assignments, bills of sale or other instruments of conveyance or transfer with respect to all or any part of the Collateral. (b) Without limiting the rights and powers of the Trustee under Section 2.05(a), the Borrower Company hereby irrevocably appoints the Bank, and any officer or agent thereof, the Borrower's Trustee as its attorney-in-fact, with full authority in effective the place Signing Date and stead terminating upon the termination of this Agreement, for the purpose of (i) executing on behalf of the Borrower Company title or ownership applications for filing with appropriate state agencies to enable Motor Vehicles now owned or hereafter acquired by the Company to be retitled and the Trustee to be listed as lienholder as to such 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 name of of, the Borrower or otherwise, from time to time in Company as the Bank's discretion, to take any and all action and to execute any instrument or other assurance which the Bank Trustee may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of the Borrower under SECTION 4.4), including, without limitation: (a) to obtain and adjust insurance required to be maintained by the Borrower pursuant to SECTION 4.3; (b) to ask, demand, collect, sue xxx, recover, compromise, receive, and give acquittance and receipts for moneys due and to become due under or in respect of any of the Borrower's Security Agreement Collateral; (c) to receive, endorse and collect any drafts or other instruments and chattel paper in connection with CLAUSE (a) or (b); (d) to execute and do all such assurances, acts and things which the Borrower ought to do under the covenants and provisions of this Agreement; (e) to take any and all such actions as the Bank may, in its sole and absolute discretion, determine to be necessary or advisable for including the purpose of maintaining, preserving or protecting the security constituted by this Agreement or any creating in favor of the rights, remedies, powers or privileges Trustee a perfected lien on the Motor Vehicles and exercising the rights and remedies of the Bank Trustee under this Agreement; (f) generally, in the name of the Borrower or in the name of the Bank to exercise all or any of the powers, authorities and discretions conferred on or reserved to the Bank pursuant to this Agreement; (g) to maintain and preserve all of the Borrower's Intellectual Property Collateral; and (h) to file such financing statements with respect hereto, with or without the Borrower's signature, or a photocopy of this Agreement in substitution for a financing statement, Section 6). This appointment as the Bank may deem appropriate, and to execute in the Borrower's name such financing statements and continuation statements which may require the Borrower's signature. The Borrower hereby acknowledges, consents, and agrees that the power of attorney granted pursuant to this SECTION attorney-in-fact is irrevocable and coupled with an interest until this Agreement is terminatedinterest.

Attorney-in-Fact. Upon The Debtor hereby irrevocably appoints Secured Party, its nominee, and any other Person whom Secured Party may designate, as the Debtor’s attorney-in-fact for the purposes of carrying out the terms of this Agreement, with full power during continuance of any Default or Event of Default (but for items (a), (b) and (c) below, upon and during continuance the existence of any Event of Default only)to sign the Debtor’s name on verifications of Accounts and other Collateral; to send requests for verification of Collateral to the Debtor’s customers, Account Debtors and other obligors; to endorse the Borrower hereby irrevocably appoints the BankDebtor’s name on any checks, notes, acceptances, money orders, drafts, and any officer other forms of payment or agent security that may come into Secured Party’s possession or on any assignments, stock powers, or other instruments of transfer relating to the Collateral or any part thereof; to sign the Debtor’s name on any invoice or xxxx of lading relating to any Collateral, on claims to enforce collection of any Collateral, on notices to and drafts against customers and Account Debtors and other obligors, on schedules and assignments of Collateral, on notices of assignment and on public records; to notify the Borrower's attorney-in-fact, with full authority in post office authorities to change the place and stead address for delivery of the Borrower and in the name of the Borrower or otherwise, from time Debtor’s mail to time in the Bank's discretion, to take any and all action and to execute any instrument or other assurance which the Bank may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of the Borrower under SECTION 4.4), including, without limitation: (a) to obtain and adjust insurance required to be maintained an address designated by the Borrower pursuant to SECTION 4.3; (b) to ask, demand, collect, sue xxx, recover, compromise, receive, and give acquittance and receipts for moneys due and to become due under or in respect of any of the Borrower's Security Agreement Collateral; (c) Secured Party; to receive, endorse open and collect any drafts or other instruments dispose of all mail addressed to the Debtor; and chattel paper in connection with CLAUSE (a) or (b); (d) to execute and do all such assurances, acts and things which necessary to carry out the Borrower ought to do under the covenants terms and provisions of this Agreement; (e) to take . The Debtor hereby ratifies and approves all acts of any such attorney and all agrees that neither Secured Party nor any such actions as the Bank may, in its sole and absolute discretion, determine to attorney will be necessary liable for any acts or advisable omissions nor for the purpose any error of maintaining, preserving judgment or protecting the security constituted by this Agreement mistake of fact or any of the rights, remedies, powers or privileges of the Bank under this Agreement; (f) generally, in the name of the Borrower or in the name of the Bank to exercise all or any of the powers, authorities and discretions conferred on or reserved to the Bank pursuant to this Agreement; (g) to maintain and preserve all of the Borrower's Intellectual Property Collateral; and (h) to file such financing statements with respect hereto, with or without the Borrower's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Bank may deem appropriatelaw other than, and to execute in the Borrower's name extent of, such financing statements and continuation statements which may require the Borrower's signaturePerson’s gross negligence or willful misconduct. The Borrower hereby acknowledgesforegoing powers of attorney, consents, and agrees that the power of attorney granted pursuant to this SECTION is irrevocable and being coupled with an interest interest, are irrevocable until this Agreement is terminatedthe Obligations have been fully paid and satisfied and the Security Interests shall have terminated in accordance with the terms hereof.

Attorney-in-Fact. Upon and during continuance of any Default or Event of Default (but for items (a), (b) and (c) below, upon and during continuance of any Event of Default only), the Borrower hereby irrevocably appoints the Bank, and any officer or agent thereof, the Borrower's Lender as its attorney-in-fact, coupled with an interest, with full authority in the place and stead of the Borrower such Borrower, and in the name of the Borrower or otherwise, from time to time after the occurrence of and during the continuation of an Event of Default in the Bank's discretion, discretion of Lender to take any and all action and to execute any instrument or other assurance which the Bank Lender may deem necessary or advisable to accomplish the purposes purpose of this Agreement (subject to the rights of the Borrower under SECTION 4.4)or any other Loan Document, including, without limitation: , the following: (a) to obtain and adjust insurance required to be maintained by the Borrower pursuant to SECTION 4.3; (bi) to ask, demand, collect, sue xxxxxx for, recover, compromise, receive, receive and give acquittance and receipts for moneys monies due and to become due under or in respect of the Deposit Account and/or any of the Borrower's Security Agreement Deposit Account Collateral; ; (cii) to receive, endorse endorse, and collect (A) any drafts Revenues, (B) any instruments made payable to Borrower representing any dividend, payment of principal, interest, redemption price, purchase price or other instruments distribution or payment in respect of any Deposit Account Collateral, or (C) any other instruments, documents and chattel paper received in connection with CLAUSE (a) or (b); (d) to execute and do all such assurances, acts and things which the Borrower ought to do under the covenants and provisions of this Agreement; (e) to take any and all such actions as the Bank may, in its sole and absolute discretion, determine to be necessary or advisable for the purpose of maintaining, preserving or protecting the security constituted by this Agreement or any other Loan Document; (iii) to file any claims, or take any action or institute any proceedings which Lender shall deem necessary or desirable for the collection of the rights, remedies, powers or privileges of the Bank under this Agreement; (f) generally, any Revenues in the name event that Borrower shall fail to do so, or otherwise to enforce the rights of the Borrower or in the name of the Bank to exercise all or any of the powers, authorities and discretions conferred on or reserved to the Bank pursuant Lender with respect to this Agreement; ; (giv) to maintain execute and/or file, without the signature of Borrower, any Uniform Commercial Code financing statements, continuation statements, or other filing, and preserve all of any amendment thereof, relating to the Borrower's Intellectual Property Deposit Account Collateral; and (hv) to file such financing statements give notice to any third parties which may be required to perfect Lender’s security interest in the Deposit Account Collateral; (vi) to register, purchase, sell, assign, transfer, pledge or take any other action with respect hereto, to any Deposit Account Collateral in accordance with or without the Borrower's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Bank may deem appropriate, and to execute in the Borrower's name such financing statements and continuation statements which may require the Borrower's signature. The Borrower hereby acknowledges, consents, and agrees that the power of attorney granted pursuant to this SECTION is irrevocable and coupled with an interest until this Agreement is terminated.Agreement; and

Attorney-in-Fact. Upon and during continuance of any Default or Event of Default (but for items (a), (b) and (c) below, upon and during continuance of any Event of Default only), the Borrower Each Debtor hereby irrevocably constitutes and appoints the BankCollateral Agent, with full power of substitution, as its true and any officer or agent thereof, the Borrower's lawful attorney-in-fact, fact with full irrevocable power and authority in the place and stead of the Borrower such Debtor and in the name of such Debtor or in its own name, upon the Borrower or otherwiseoccurrence 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 Bank's discretiondiscretion of the Collateral 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 instrument or other assurance and all documents and instruments which the Bank may deem be necessary or advisable 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 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: (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 (subject to the rights of the Borrower under SECTION 4.4), including, without limitation: (a) to obtain and adjust insurance required to be maintained by the Borrower pursuant to SECTION 4.3Agreement; (b) upon the occurrence and during the continuation of an Event of Default, to ask, demand, collect, sue xxx, recover, compromise, receive, 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 respect any court of law or equity or otherwise deemed appropriate by the 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 Borrower's Security Agreement CollateralCollateral Agent for the purpose of collecting any and all such moneys due under any Collateral whenever payable; (c) to receivepay or discharge charges or liens levied or placed on or threatened against the Collateral, endorse to effect any insurance called for by the terms of this Agreement and collect to pay all or any drafts or other instruments and chattel paper in connection with CLAUSE (a) or (b)part of the premiums therefor; (d) to execute direct any party liable for any payment under any of the Collateral to make payment of any and do all such assurancesmoneys due, acts and things which to become due thereunder, directly to the Borrower ought Collateral Agent or as the Collateral Agent shall direct, and to do under the covenants receive payment of and provisions receipt for any and all moneys, claims and other amounts due, and to become due at any time, in respect of this Agreementor arising out of any Collateral; (e) upon the occurrence and during the continuation of an Event of Default, to take sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and all such actions as notices in connection with accounts and other Documents constituting or relating to the Bank may, in its sole and absolute discretion, determine to be necessary or advisable for the purpose of maintaining, preserving or protecting the security constituted by this Agreement or any of the rights, remedies, powers or privileges of the Bank under this AgreementCollateral; (f) generallyupon the occurrence and during the continuation of an Event of Default, in the name of the Borrower to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the name of the Bank to exercise all Collateral or any part thereof and to enforce any other right in respect of the powers, authorities and discretions conferred on or reserved to the Bank pursuant to this Agreementany Collateral; (g) upon the occurrence and during the continuation of an Event of Default, to maintain and preserve all of the Borrower's Intellectual Property defend any suit, action or proceeding brought against a Debtor with respect to any 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 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 heretoto this Agreement, with or without the Borrower's such Debtor’s signature, or to file a photocopy of this Agreement in substitution for a financing statement, as the Bank Collateral Agent may deem appropriate, appropriate and to execute in the Borrower's such Debtor’s name such financing statements and amendments thereto and continuation statements which may require such Debtor’s signature; (j) upon the Borrower's signatureoccurrence 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 Collateral Agent were the absolute owners thereof for all purposes; and (k) to do, at the Collateral Agent’s option and at such Debtor’s expense, at any time, or from time to time, all acts and things which the 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 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 Borrower hereby acknowledges, consents, and agrees that the power of attorney granted pursuant to this SECTION hereunder is irrevocable and 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 terminatedterminated in accordance with Section 4.11 hereof. Each Debtor also authorizes the 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 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 4.5 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.

Attorney-in-Fact. Upon and during continuance of any Default or In an Event of Default and after all cure periods are exhausted and upon thirty (but for items (a)30) days’ written notice from RBL, (b) and (c) below, upon and during continuance of any Event of Default only), the Borrower Co-Borrowers hereby irrevocably appoints the Bank, constitute and appoint RBL and any officer or agent thereof, the Borrower's with full power of substitution, as Co-Borrowers’ true and lawful attorney-in-fact, fact with full irrevocable power and authority in the its place and stead of the Borrower and in the its name of the Borrower or otherwisein RBL's own name, from time to time in the BankRBL's discretion, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any instrument or other assurance which the Bank and all documents and instruments that may deem be necessary or advisable desirable to accomplish the purposes of this Agreement (subject to and, without limiting the rights generality of the Borrower under SECTION 4.4)foregoing, includinghereby grants to RBL the power and right, on behalf of Co-Borrowers, without limitation: notice to or assent: (a) to obtain execute, file and adjust insurance required record all such financing statements, certificates of title and other certificates of registration and operation and similar documents and instruments as RBL may reasonably deem necessary or desirable to be maintained by protect, perfect and validate RBL's security interest in the Borrower pursuant to SECTION 4.3; Collateral; and (b) upon the occurrence and during the continuance of an Event of Default (i) to ask, demandreceive, collect, sue xxxtake, recoverendorse, compromise, receivesign, and give acquittance deliver in Co-Borrowers’ or RBL's name, any and receipts all checks, notes, drafts, or other documents or instruments relating to the Collateral (ii) to notify postal authorities to change the address for moneys due delivery of Co-Borrowers’ mail to an address designated by RBL, (iii) to open such mail delivered to the designated address, (iv) to sign and 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 relating to the Collateral; (v) 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 become due under or enforce any other right in respect of any Collateral; (vi) to defend any suit, action or proceeding brought with respect to any Collateral; (vii) to negotiate, settle, compromise or adjust any account, suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as RBL may deem appropriate; and (viii) generally, to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the BorrowerCollateral as fully and completely as though RBL were the absolute owner thereof for all purposes, and to do, at RBL's Security Agreement Collateral; (c) option, at any time or from time to receivetime, endorse and collect any drafts or other instruments and chattel paper in connection with CLAUSE (a) or (b); (d) to execute and do all such assurances, acts and things which RBL deems necessary to protect, preserve or realize upon the Borrower ought Collateral and RBL's security interest therein, in order to do under effect the covenants and provisions intent of this Agreement; (e) to take any and all such actions as the Bank may, in its sole and absolute discretion, determine to be necessary or advisable for the purpose of maintaining, preserving or protecting the security constituted by this Agreement or any of the rights, remedies, powers or privileges of the Bank under this Agreement; (f) generally, in the name of the Borrower or in the name of the Bank to exercise all or any of the powers, authorities and discretions conferred on or reserved to the Bank pursuant to this Agreement; (g) to maintain and preserve all of the Borrower's Intellectual Property Collateral; and (h) to file such financing statements with respect hereto, with or without the Borrower's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Bank may deem appropriate, and to execute in the Borrower's name such financing statements and continuation statements which may require the Borrower's signature. The Borrower hereby acknowledges, consents, and agrees that the power of attorney granted pursuant to this SECTION is irrevocable and coupled with an interest until this Agreement is terminated.

Attorney-in-Fact. Upon and during continuance of Without limiting any Default rights or powers granted by this Agreement to the Administrative Agent while no Event of Default (but for items (a), (b) has occurred and (c) belowis continuing, upon the occurrence and during the continuance of any Event of Default only)Default, the Borrower each Debtor hereby irrevocably appoints the Bank, and any officer or agent thereof, Administrative Agent as the Borrower's attorney-in-fact, with full authority in fact of such Debtor for the place purpose of carrying out the provisions of this Article ARTICLE VI and stead of the Borrower and in the name of the Borrower or otherwise, from time to time in the Bank's discretion, to take taking any and all action and to execute executing any instrument or other assurance which instruments that the Bank Administrative Agent may deem necessary or advisable desirable to accomplish the purposes of this Agreement hereof, which appointment as attorney-in-fact is irrevocable and coupled with an interest (subject but the Administrative Agent shall not be obligated to and shall have no liability to such Debtor or any third party for failure to do so or take action). Without limiting the rights generality of the Borrower foregoing, so long as the Administrative Agent shall be entitled under SECTION 4.4)this Article VI to make collections in respect of the Collateral, including, without limitation:the Administrative Agent shall have the right and power (a) to obtain and adjust insurance required to be maintained by the Borrower pursuant to SECTION 4.3; (b) to ask, demand, collect, sue xxx, recover, compromise, receive, and give acquittance and receipts for moneys due and to become due under or in respect of any of the Borrower's Security Agreement Collateral; (c) to receive, endorse and collect all checks made payable to the order of any drafts Debtor representing any dividend, payment or other instruments distribution in respect of the Collateral or any part thereof and chattel paper to give full discharge for the same. (b) to file any claims or take any action or institute any proceedings in connection with CLAUSE therewith which the Secured Party may deem to be necessary or advisable; (ac) to pay, settle or (b);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) to execute and do all such assurancesupon foreclosure, acts and things which the Borrower ought to do under the covenants and provisions of this Agreement; (e) to take any and all such actions as every act which any Debtor may do on its behalf with respect to the Bank may, in its sole and absolute discretion, determine to be necessary or advisable for the purpose of maintaining, preserving or protecting the security constituted by this Agreement Collateral or any of the rights, remedies, powers or privileges of the Bank under this Agreement; (f) generally, in the name of the Borrower or in the name of the Bank part thereof and to exercise any or all of such Debtor’s rights and remedies under any or any of the powers, authorities and discretions conferred on or reserved to the Bank pursuant to this Agreement; (g) to maintain and preserve all of the Borrower's Intellectual Property Collateral; and (h) to file provided, however, that the Secured Party shall not exercise any such financing statements with respect hereto, with or without rights except upon the Borrower's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Bank may deem appropriate, and to execute in the Borrower's name such financing statements occurrence and continuation statements which may require the Borrower's signatureof an Event of Default. The Borrower hereby acknowledges, consents, and agrees that the This power of attorney granted pursuant to this SECTION is irrevocable and a power coupled with an interest until this Agreement is terminatedand shall be irrevocable. In the event the Administrative Agent desires to exercise any of the foregoing rights and determines it necessary to obtain any approvals or consents of any Governmental Authority or any other Person therefor, then, upon the request of the Administrative Agent, the applicable Debtor agrees to assist the Administrative Agent in obtaining as soon as practicable any necessary approvals or consents for the exercise of any such remedies, rights and powers. Each Debtor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof.

Attorney-in-Fact. Upon and during continuance of any Default or Event of Default (but for items (a), (b) and (c) below, upon and during continuance of Without limiting any Event of Default only)rights or powers granted by this Agreement to the Collateral Agent, the Borrower Grantor hereby irrevocably constitutes and appoints the Bank, Collateral Agent and any officer or agent thereof, the Borrower's with full power of substitution, as its true and lawful attorney-in-fact, fact with full irrevocable power and authority in the place and stead of the Borrower Grantor and in the name of the Borrower Grantor or otherwisein its own name, from time to time in at the Bank's discretionGrantor’s sole cost and expense, for the purpose of carrying out the provisions of this Agreement 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 any document or instrument or other assurance which the Bank that may deem be necessary or advisable desirable to accomplish the purposes terms of this Agreement Agreement, (subject to b) preserve the rights validity and perfection of the Borrower Liens granted by this Agreement and (c) exercise its rights, remedies, powers and privileges under SECTION 4.4this Agreement. This appointment as attorney-in-fact is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Grantor hereby gives the Collateral Agent the power and right, on behalf of the Grantor, without notice to or assent by the Grantor, upon the occurrence and during the continuation of a Fundamental Event of Default (or as otherwise provided in Section 4.06 or Section 5.01), including, without limitationto: (ai) to obtain and adjust insurance required to be maintained by the Borrower pursuant to SECTION 4.3; (b) to ask, demand, collect, sue xxxfor, recover, compromise, receive, receive and give acquittance receipt and receipts discharge for moneys amounts due and to become due under or and in respect of all or any part of the Borrower's Security Agreement Collateral;, (cii) to receive, endorse and collect file any drafts claims or other instruments and chattel paper in connection with CLAUSE (a) or (b); (d) to execute and do all such assurances, acts and things which the Borrower ought to do under the covenants and provisions of this Agreement; (e) to take any and all such actions as other action that the Bank may, in its sole and absolute discretion, determine to be Collateral Agent may deem necessary or advisable for the purpose collection of maintainingall or any part of the Collateral, (iii) execute, preserving in connection with any sale or protecting disposition of the security constituted 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, (iv) pay or discharge Taxes and Liens levied or placed on or threatened against the Collateral (other than a Lien of the type referenced in clause (a)(i) of the definition of Permitted Lien), effect any repair or pay or discharge any insurance called for by the terms of this Agreement or any of the rights, remedies, powers or privileges of the Bank under this Agreement; other Secured Obligation Documents (f) generally, in the name of the Borrower or in the name of the Bank to exercise including all or any part of the powers, authorities premiums therefor and discretions conferred on the costs thereof), (v) direct any party liable for any payment under any Collateral to make payment of any moneys due or reserved to become due thereunder directly to the Bank pursuant to this Agreement;Collateral Agent or as the Collateral Agent shall direct, (gvi) to maintain sign and preserve all indorse any invoice, freight or express bill, bill of the Borrower's Intellectual Property lading, storage or warehouse receipt, draft against debtors, assignment, verification, notice or other document in connection with any Collateral; and, (hvii) commence and prosecute any suit, action or proceeding at law or in equity in any court of competent jurisdiction to file such financing statements collect any Collateral and to enforce any other right in respect of any Collateral, (viii) defend any suit, action or proceeding brought against the Grantor with respect heretoto any Collateral, (ix) settle, with compromise or without the Borrower's signatureadjust any such suit, action or a photocopy of this Agreement proceeding and, in substitution for a financing statementconnection therewith, give such discharges or releases as the Bank Collateral Agent may deem appropriate, and (x) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any Collateral as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes, and do, at the Collateral Agent’s option and the expense of the Grantor, at any time, or from time to time, all acts and things that the Collateral Agent reasonably deems necessary to protect, preserve or realize upon the Collateral and the Collateral Agent’s and the other Secured Parties’ Liens thereon and to execute effect the terms of this Agreement, all as fully and effectively as the Grantor might do. (b) The Grantor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof, in each case pursuant to the Borrower's name such financing statements powers granted hereunder. Upon the occurrence and during the continuation statements which may require of a Fundamental Event of Default (or as otherwise provided in Section 4.06 or Section 5.01), the Borrower's signature. The Borrower Grantor hereby acknowledges, consents, acknowledges and agrees that the Collateral Agent shall have no fiduciary duties to the Grantor in acting pursuant to this power of attorney granted pursuant to this SECTION is irrevocable and coupled with an interest until this Agreement is terminatedthe Grantor hereby waive any claims or rights of a beneficiary of a fiduciary relationship hereunder.

Attorney-in-Fact. Upon and during continuance of any Default or Event of Default (but for items (a)Subject to compliance with applicable Nevada Gaming Laws, (b) and (c) below, upon and during continuance of any Event of Default only), the Borrower Debtor hereby irrevocably appoints the Bank, and any officer or agent thereof, the BorrowerIntercreditor Agent as Debtor's attorney-in-fact, with full authority in the place and stead of the Borrower Debtor and in the name of Debtor, the Borrower Intercreditor Agent or otherwise, from time to time upon and following the occurrence and continuation of an Event of Default or Potential Event of Default in the BankIntercreditor Agent's discretion, discretion to take any and all action and to execute any instrument or other assurance which that the Bank Intercreditor Agent may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of the Borrower under SECTION 4.4)Agreement, including, including without limitation: (a) to obtain and adjust insurance required to be maintained by Debtor or paid to the Borrower Intercreditor Agent pursuant to SECTION 4.3this Agreement; (b) to askask for, demand, collect, sue xxxxxx for, recover, compromisecompound, receive, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Borrower's Security Agreement Collateral; (c) to receive, endorse and collect any drafts or other instruments instruments, documents and chattel paper in connection with CLAUSE clauses (a) or and (b)) above; (d) to execute and do all such assurances, acts and things which file any claims or take any action or institute any proceedings that the Borrower ought Intercreditor Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to do under enforce the covenants and provisions rights of this Agreementthe Intercreditor Agent with respect to any of the Collateral; (e) to take any pay or discharge taxes or Liens (other than Permitted Liens) levied or placed upon or threatened against the Collateral, the legality or validity thereof and all such actions as the Bank may, amounts necessary to discharge the same to be determined by the Intercreditor Agent in its sole and absolute discretion, determine any such payments made by the Intercreditor Agent to be necessary or advisable for become obligations of Debtor to the purpose of maintainingIntercreditor Agent, preserving or protecting the security constituted by this Agreement or any of the rights, remedies, powers or privileges of the Bank under this Agreementdue and payable immediately without demand; (f) generallyto sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in the name of the Borrower or in the name of the Bank to exercise all or any of the powers, authorities connection with accounts and discretions conferred on or reserved other documents relating to the Bank pursuant to this Agreement; (g) to maintain and preserve all of the Borrower's Intellectual Property Collateral; and (hg) upon the occurrence and during the continuation of an Event of Default, generally to file such financing statements sell, transfer, pledge, make any agreement with respect hereto, to or otherwise deal with or without any of the Borrower's signature, or a photocopy of this Agreement in substitution Collateral as fully and completely as though the Intercreditor Agent were the absolute owner thereof for a financing statement, as the Bank may deem appropriateall purposes, and to execute in do, at the BorrowerIntercreditor Agent's name such financing statements option and continuation statements which may require the BorrowerDebtor's signature. The Borrower hereby acknowledgesexpense, consentsat any time or from time to time, all acts and agrees things that the power Intercreditor Agent deems necessary to protect, preserve or realize upon the Collateral and the Intercreditor Agent's security interest therein in order to effect the intent of attorney granted pursuant to this SECTION is irrevocable Agreement, all as fully and coupled with an interest until this Agreement is terminatedeffectively as Debtor might do.

Attorney-in-Fact. Upon Pledgor hereby constitutes and during continuance appoints Collateral Agent, acting for and on behalf of any Default itself and each successor or Event assign of Default (but for items (a), (b) Collateral Agent the true and (c) below, upon and during continuance of any Event of Default only), the Borrower hereby irrevocably appoints the Bank, and any officer or agent thereof, the Borrower's lawful attorney-in-factfact of Pledgor, with full power and authority in the place and stead of the Borrower Pledgor and in the name of the Borrower Pledgor, Collateral Agent or otherwise, from time to time in the Bank's discretion, to take any and all action and to execute any instrument or other assurance which the Bank may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights terms of the Borrower under SECTION 4.4)Credit Agreement, includingthis Agreement and applicable law, without limitationto enforce all rights, interests and remedies of Pledgor with respect to the Collateral, including the right: (a) to obtain and adjust insurance required to be maintained by the Borrower pursuant to SECTION 4.3; (b) to ask, require, demand, collect, sue xxx, recover, compromise, receive, receive and give acquittance for any and receipts all moneys and claims for moneys money due and to become due under or in respect of any arising out of the Borrower's Security Agreement Collateral, including any insurance policies; (b) to elect remedies under the Collateral and to endorse any checks or other instruments or orders in connection therewith; (c) to receivevote, endorse demand, receive and collect any drafts or other instruments and chattel paper in connection enforce Pledgor's rights with CLAUSE (a) or (b)respect to the Collateral; (d) to execute give appropriate receipts, releases and satisfactions for and on behalf of and in the name of Pledgor or, at the option of Collateral Agent, in the name of Collateral Agent, with the same force and effect as Pledgor could do all such assurances, acts and things which the Borrower ought to do under the covenants and provisions of if this AgreementAgreement had not been made; (e) to file any claims or take any and all such actions as the Bank may, action or institute any proceedings in its sole and absolute discretion, determine connection therewith which Collateral Agent may reasonably deem to be necessary or advisable for the purpose of maintaining, preserving or protecting the security constituted by this Agreement or any of the rights, remedies, powers or privileges of the Bank under this Agreement;advisable; and (f) generallyto pay, in the name settle or compromise all bills and claims which may be or become Liens or security interests against any or all of the Borrower Collateral, or in the name of the Bank any part thereof, unless a bond or other security satisfactory to Collateral Agent has been provided; provided, however, that Collateral Agent shall not exercise all or any of the powers, authorities aforementioned rights unless an Event of Default has occurred and discretions conferred on or reserved to the Bank pursuant to this Agreement; (g) to maintain is continuing and preserve all of the Borrower's Intellectual Property Collateral; and (h) to file such financing statements Collateral Agent has not waived its remedies with respect hereto, thereto in accordance with or without the Borrower's signature, or Credit Documents. This power of attorney is a photocopy power coupled with an interest and shall be irrevocable until the termination of this Agreement in substitution for a financing statementaccordance with the terms hereof and the other Credit Documents; provided further, as however, that nothing in this Agreement shall prevent the Bank may deem appropriatePledgor from, and prior to execute the exercise by Collateral Agent of any of the aforementioned rights, undertaking the Pledgor's operations in the Borrower's name such financing statements ordinary course of business in accordance with the Collateral and continuation statements which may require the Borrower's signature. The Borrower hereby acknowledges, consents, and agrees that the power of attorney granted pursuant to this SECTION is irrevocable and coupled with an interest until this Agreement is terminatedCredit Documents.

Attorney-in-Fact. Upon (a) For the purpose of allowing Lender to exercise the rights and remedies provided in ARTICLE 8, following the occurrence and during continuance the continuation of any Default or an Event of Default (but for items (a)Default, (b) and (c) below, upon and during continuance of any Event of Default only), the Borrower hereby irrevocably constitutes and appoints the Bank, Lender its true and any officer or agent thereof, the Borrower's lawful attorney-in-fact, with full authority in the place and stead power of substitution, to complete any or all of the Borrower and Project in the name of Borrower, and hereby empowers such attorney or attorneys as follows: (i) To use any unadvanced proceeds of the Construction Loans and any Borrower Equity for the purpose of completing, operating, maintaining and repairing any or otherwiseall of the Project and to perform any and all of Borrower's obligations under the Project Documents; (ii) To make such changes and corrections in the Plans and Specifications or the operating and maintenance practices and procedures of the Project as they consider reasonably necessary or desirable to complete the work on any or all of the Project in substantially the manner contemplated by the Construction Contracts; (iii) To employ such contractors, subcontractors, agents, architects, inspectors and other Persons as reasonably shall be required for such purposes; (iv) To pay, settle or compromise all bills and claims which may be or become liens or security interests against any or all of the Project or the Collateral, or any part thereof, unless a bond or other security satisfactory to Lender has been provided; (v) To execute applications and certificates in the name of Borrower which reasonably may be required by the Credit Documents or any other agreement or instrument executed by Borrower in connection with the Project; (vi) To prosecute and defend all actions or proceedings in connection with the Project or the Collateral or any part thereof and to take such action and require such performance as Lender reasonably deems necessary under any performance and payment bond or the Credit Documents; (vii) To do any and every act which Borrower might do on its behalf with respect to the Collateral or any part thereof or any or all of the Project and to exercise any or all of Borrower's rights and remedies under any or all of the Project Documents; and (viii) To use any funds in any Account to pay interest or principal with respect to the Loan Facility or fees and other amounts due to Lender, as they may be due from time to time in the Bank's discretionor, to take any and all action and to execute any instrument or other assurance which the Bank may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of the Borrower under SECTION 4.4), including, without limitation: (a) to obtain and adjust insurance required to be maintained by the Borrower pursuant to SECTION 4.3;pay Project Costs. (b) to ask, demand, collect, sue xxx, recover, compromise, receive, and give acquittance and receipts for moneys due and to become due under or The powers of attorney set forth in respect of any of the Borrower's Security Agreement Collateral; (c) to receive, endorse and collect any drafts or other instruments and chattel paper in connection with CLAUSE (a) or (b); (d) to execute and do all such assurances, acts and things which the Borrower ought to do under the covenants and provisions of this Agreement; (e) to take any and all such actions as the Bank may, in its sole and absolute discretion, determine SECTION 10.5 shall be deemed to be necessary or advisable for the purpose of maintaining, preserving or protecting the security constituted by this Agreement or any of the rights, remedies, powers or privileges of the Bank under this Agreement; (f) generally, in the name of the Borrower or in the name of the Bank to exercise all or any of the powers, authorities and discretions conferred on or reserved to the Bank pursuant to this Agreement; (g) to maintain and preserve all of the Borrower's Intellectual Property Collateral; and (h) to file such financing statements with respect hereto, with or without the Borrower's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Bank may deem appropriate, and to execute in the Borrower's name such financing statements and continuation statements which may require the Borrower's signature. The Borrower hereby acknowledges, consents, and agrees that the power of attorney granted pursuant to this SECTION is irrevocable and coupled with an interest until this Agreement is terminatedinterests and shall be irrevocable.

Attorney-in-Fact. Upon and during continuance of any Default or Event of Default (but for items (a)) Subject to Obligor's rights under Sections 2.13 through 2.16, (b) and (c) below, upon and during continuance of any Event of Default only), the Borrower Obligor hereby irrevocably constitutes and appoints the Bank, Collateral Agent and any officer or agent thereof, the Borrower's with full power of substitution, as its true and lawful attorney-in-fact, fact with full irrevocable power and authority in the place and stead of the Borrower Obligor and in the name of Obligor or in its own name, for the Borrower or otherwise, from time to time in purpose of carrying out the Bank's discretionprovisions of this Agreement upon the occurrence and during the continuation of an Event of Default, to (x) take any and all appropriate action and to execute any document or instrument that may be necessary or desirable to accomplish the purposes of this Agreement, (y) preserve the validity, perfection and priority of the liens granted by this Agreement and, (z) exercise its rights, remedies, powers and privileges under this Agreement. This appointment as attorney-in-fact is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, Obligor hereby gives the Collateral Agent the power and right, on behalf of Obligor, without notice to or assent by Obligor, upon the occurrence and during the continuation of any Event of Default (i) to ask, demand, collect, xxx for, recover, receive and give receipt and discharge for amounts due and to become due under and in respect of all or any part of the Collateral, (ii) to, in the name of Obligor or its own name, or otherwise, take possession of, receive and indorse and collect any check, Account, Chattel Paper, draft, note, acceptance or other assurance Instrument for the payment of moneys due under any Account or General Intangible, (iii) to file any claims or take any action or proceeding that the Collateral Agent may deem necessary or advisable for the collection of all or any part of the Collateral, (iv) 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 the Collateral, (v) in the case of any Intellectual Property, execute and deliver, and have recorded, any agreement, instrument, document or paper as the Collateral Agent may request to evidence the Collateral Agent's security interest in such Intellectual Property and the goodwill and General Intangibles of Obligor relating thereto or represented thereby, (vi) pay or discharge taxes and Liens levied or placed on or threatened against the Collateral (other than Permitted Liens), effect any repair or pay or discharge any insurance called for by the terms of this Agreement (including all or any part of the premiums therefor and the costs thereof), (vii) execute, in connection with any sale PLEDGE AND SECURITY AGREEMENT (STEAMBOAT DEVELOPMENT) 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 Collateral to make payment of any moneys due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall direct, (B) ask or demand for, collect, and receive payment of and receipt for, any moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral, (C) sign and indorse any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipt, draft against debtors, assignment, verification, notice and other document in connection with any Collateral, (D) commence and prosecute any suit, action or proceeding at law or in equity in any court of competent jurisdiction to collect any Collateral and to enforce any other right in respect of any Collateral, (E) defend any suit, action or proceeding brought against Obligor with respect to any Collateral, (F) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or releases as the Collateral Agent may deem appropriate, (G) assign any Copyright, Patent or Trademark (along with the goodwill of the business to which any such Trademark pertains) throughout the Bank world for such term or terms, on such conditions, and in such manner as the Collateral Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment and (H) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any Collateral as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes, and do, at the Collateral Agent's option and Obligor's expense, at any time, or from time to time, all acts and things that the Collateral Agent reasonably deems necessary to protect, preserve or realize upon the Collateral and the Collateral Agent's and the other Secured Parties' security interests therein and to effect the intent of this Agreement, all as fully and effectively as Obligor might do. (b) Without limiting the rights and powers of the Collateral Agent under Section 2.12(a), Obligor hereby appoints the Collateral Agent as its attorney-in-fact, effective the date of this Agreement and terminating upon the Discharge Date, for the purpose of, upon the occurrence and during the continuation of an Event of Default, (i) executing on behalf of Obligor title or ownership applications for filing with appropriate state agencies to enable Motor Vehicles now owned or in the future acquired by Obligor to be retitled and the Collateral Agent to be listed as lien holder 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 name of, Obligor as the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of the Borrower under SECTION 4.4), including, without limitation: (a) to obtain and adjust insurance required to be maintained by the Borrower pursuant to SECTION 4.3; (b) to ask, demand, collect, sue xxx, recover, compromise, receive, and give acquittance and receipts for moneys due and to become due under or in respect of any of the Borrower's Security Agreement Collateral; (c) to receive, endorse and collect any drafts or other instruments and chattel paper in connection with CLAUSE (a) or (b); (d) to execute and do all such assurances, acts and things which the Borrower ought to do under the covenants and provisions of this Agreement; (e) to take any and all such actions as the Bank may, in its sole and absolute discretion, determine to be necessary or advisable for including the purpose of maintaining, preserving or protecting creating in favor of the security constituted by this Agreement or any of Collateral Agent a perfected lien on the Motor Vehicles and exercising the rights, remedies, powers or and privileges of the Bank Collateral Agent under this Agreement; (f) generally, in the name of the Borrower or in the name of the Bank to exercise all or any of the powers, authorities and discretions conferred on or reserved to the Bank pursuant to this Agreement; (g) to maintain and preserve all of the Borrower's Intellectual Property Collateral; and (h) to file such financing statements with respect hereto, with or without the Borrower's signature, or a photocopy of this Agreement in substitution for a financing statement, Section 5.01). This appointment as the Bank may deem appropriate, and to execute in the Borrower's name such financing statements and continuation statements which may require the Borrower's signature. The Borrower hereby acknowledges, consents, and agrees that the power of attorney granted pursuant to this SECTION attorney-in-fact is irrevocable and coupled with an interest. (c) Without limiting the rights and powers of the Collateral Agent under Section 2.12(a), Obligor hereby appoints the Collateral Agent as its attorney-in-fact, effective the date of this Agreement and terminating upon the Discharge Date, at the Collateral Agent's option, but without any obligation so to do, for the purpose of PLEDGE AND SECURITY AGREEMENT (STEAMBOAT DEVELOPMENT) performing, executing, and filing all such contracts, agreements and other documents as are contemplated by Section 2.11(b). This appointment as attorney-in-fact is irrevocable and coupled with an interest. (d) The expenses of the Collateral Agent incurred in connection with actions undertaken as provided in this Section 2.12, together with interest thereon at a rate per annum equal to the rate per annum at which interest would then be payable on past due Notes under the Indenture, from the date of payment by the Collateral Agent to the date reimbursed by Obligor, shall be payable by Obligor to the Collateral Agent on demand and shall constitute Secured Obligations and be secured by the Liens of the Collateral Documents. (e) Obligor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminatedterminated and the security interests created hereby are released.

Attorney-in-Fact. Upon and during continuance of any Default or Event of Default (but for items (a), (b) and (c) below, upon and during continuance of any Event of Default only), the The Borrower hereby irrevocably constitutes and appoints the BankLender, and or any officer or agent thereofother person whom the Lender may designate, as the Borrower's attorney-in-fact, at the Borrower's sole cost and expense, to exercise at any time after the occurrence of an Event of Default hereunder, all of the following powers and all of the powers set forth in Section 7.05, all of which powers, being coupled with full authority an interest, shall be irrevocable until the Lender's security interest shall have been terminated in writing as set forth in Section 8.09: (a) to transmit to any Purchasers notice of the Lender's interest in the place Accounts and stead to demand and receive from such Purchasers at any time, in the name of the Lender or of the Borrower or of the designee of the Lender, information concerning the Accounts and the amounts owing thereon; (b) to notify Purchasers to make payments on the Accounts directly to the Lender or to a lock box designated by Lender; (c) to take or to bring, in the name of the Lender or in the name of the Borrower, all steps, action, suits or proceedings deemed by the Lender necessary or desirable to effect collection of the Accounts; (d) to receive, open and dispose of all mail addressed to the Borrower and to notify postal authorities to change the address for the delivery thereof to such address as the Lender may designate; and (e) to receive, take, endorse, assign and deliver in the Lender's name or in the name of the Borrower or otherwise, from time to time in the Bank's discretion, to take any and all action checks, notes, drafts and to execute any instrument or other assurance which the Bank may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of the Borrower under SECTION 4.4), including, without limitation: (a) to obtain and adjust insurance required to be maintained by the Borrower pursuant to SECTION 4.3; (b) to ask, demand, collect, sue xxx, recover, compromise, receive, and give acquittance and receipts for moneys due and to become due under or in respect of any of the Borrower's Security Agreement Collateral; (c) to receive, endorse and collect any drafts or other instruments and chattel paper in connection with CLAUSE (a) relating to Accounts. All acts of such attorney-in-fact or (b); (d) to execute and do all such assurances, acts and things which the Borrower ought to do under the covenants and provisions of this Agreement; (e) to take any and all such actions as the Bank may, in its sole and absolute discretion, determine to be necessary or advisable for the purpose of maintaining, preserving or protecting the security constituted by this Agreement or any of the rights, remedies, powers or privileges of the Bank under this Agreement; (f) generally, in the name of the Borrower or in the name of the Bank to exercise all or any of the powers, authorities and discretions conferred on or reserved to the Bank designee taken pursuant to this Agreement; (g) to maintain Section or Section 7.05 are hereby ratified and preserve all of approved by the Borrower's Intellectual Property Collateral; and (h) to file such financing statements with respect hereto, with or without the Borrower's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Bank may deem appropriate, and to execute in the Borrower's name such financing statements and continuation statements which may require the Borrower's signature. The Borrower hereby acknowledges, consents, and agrees that the power said attorney or designee shall not be liable for any acts or omissions nor for any error of attorney granted pursuant to this SECTION is irrevocable and coupled with an interest until this Agreement is terminatedjudgment or mistake of fact or law.

Attorney-in-Fact. Upon and during continuance of any Default or Should an Event of Default (but for items (a)occur hereunder, (b) and (c) below, upon and during continuance of any Event of Default only), the Borrower hereby irrevocably designates, constitutes and appoints the Bank, Bank as its true and any officer or agent thereof, the Borrower's lawful attorney-in-fact, fact with full authority power of substitution and with full and irrevocable power (which power shall be deemed coupled with an interest), in the Borrower’s place and stead of the Borrower and in the name of the Borrower either Borrower’s or otherwise, from time to time in the Bank's discretion’s name, at any time: (i) to take lease, license, sell or otherwise dispose of any and all action and to execute any instrument rights Borrower may have in or other assurance which the Bank may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of the Borrower under SECTION 4.4), including, without limitation: Canadian Tax Credits; (aii) to obtain and adjust insurance required to be maintained by the Borrower pursuant to SECTION 4.3; (b) to askrequire, demand, collect, sue xxx, recover, compromise, receive, settle, adjust, compromise and to give acquittance acquittances and receipts for moneys due and to become due under or in respect the payment of any of the Borrower's Security Agreement Collateral; (c) to receive, endorse and collect any drafts or other instruments and chattel paper in connection with CLAUSE (a) or (b); (d) to execute and do all such assurances, acts and things which the Borrower ought to do under the covenants and provisions of this Agreement; (e) to take any and all such actions monies payable pursuant to any agreements as the Bank mayhas a Security Interest; (iii) to file any claims or proofs of claim, in its sole and absolute discretionto commence, determine to be necessary maintain or discontinue any actions, suits or other proceedings deemed by the Bank advisable for the purpose of maintainingcollecting or enforcing payment of any such monies; (iv) to endorse any checks, preserving drafts or protecting other orders or instruments for the security constituted by this Agreement payment of monies payable to Borrower which shall be issued in respect of such monies; (v) to execute any and all such instruments, agreements or documents as may be necessary or desirable in the premises; and (vi) to apply any of the rightsreceipts so derived as provided herein. However, remedies, powers or privileges of the Bank under this Agreement; (f) generally, in the name of the Borrower shall not be obligated to make any demand or in the name of present or file any claim or take any action authorized hereby. If the Bank to exercise all or any of the powersrequests, authorities and discretions conferred on or reserved Borrower shall deliver to the Bank pursuant to this Agreement; (g) to maintain all materials, books, records, documents and preserve all things of the Borrower's Intellectual Property Collateral; and (h) to file such financing statements with respect hereto, with or without the Borrower's signature, or a photocopy of this Agreement in substitution for a financing statement, as any nature required by the Bank may deem appropriatein the exercise of its rights hereunder. Thereafter, unless the Bank requests Borrower to do otherwise, Borrower shall continue to perform, and such other Persons shall continue to execute be obligated to perform, their respective obligations in accordance any agreements entered into by them prior thereto and all other agreements thereafter entered into by the Borrower's name such financing statements and continuation statements which may require the Borrower's signature. The Borrower hereby acknowledges, consents, and agrees that the power of attorney granted Bank pursuant to this SECTION is irrevocable and coupled with an interest until this Agreement is terminatedhereto.

Attorney-in-Fact. Upon Debtor appoints Administrative Agent, its successors and during continuance of any Default or Event of Default (but for items (a)assigns, (b) and (c) below, upon and during continuance of any Event of Default only), the Borrower hereby irrevocably appoints the Bank, and any officer or agent thereof, the Borroweras Debtor's attorney-in-factfact (without requiring it to act as such), with full authority in power of substitution, to do any act which Debtor is obligated by this Security Agreement to do, including, but not limited to, the place power to do the following: (a) issue such orders and stead instructions as are necessary or appropriate to effect the registration of the Borrower and Collateral on the books of the issuer of the Collateral in the name of Administrative Agent or to effect the Borrower sale or disposition of the Collateral; (b) endorse the name of Debtor on all checks, drafts, money orders, or other instruments for the payment of monies that are payable to Debtor and constitute collections of the Collateral; (c) execute in the name of Debtor any schedules, assignments, instruments, documents, financing statements, amendments of financing statements, applications for registration, and other papers deemed necessary or appropriate by Administrative Agent to perfect, preserve, or enforce the Security Interest; (d) exercise all rights of Debtor in the Collateral; (e) make extension agreements with respect to Collateral; (f) release any party liable on or any security for the Collateral and give receipts and acquittances and compromise disputes in connection therewith; (g) 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; (h) give notice of Administrative Agent's rights under this Security Agreement; (i) enter onto Debtor's premises to inspect the Collateral; (j) receive, open, and read mail addressed to Debtor; (k) verify facts concerning the Collateral by inquiry of obligors thereon, or otherwise, from time in its own name or a fictitious name; (l) make collections and execute all papers and instruments and do all other things it deems appropriate to time preserve and protect the Collateral and to protect Administrative Agent's interest in the Bank's discretionCollateral; and (m) do all acts and things and execute all documents in the name of Debtor or otherwise, to take deemed necessary, proper, or convenient by Administrative Agent in connection with the preservation, perfection, and enforcement of its rights hereunder. The power and authority herein conferred upon Administrative Agent may be exercised by Administrative Agent through any and all action and to execute any instrument or other assurance which person who, at the Bank may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights time of the Borrower under SECTION 4.4)execution of the particular instrument, is an officer of Administrative Agent. All persons dealing with Administrative Agent, or any substitute, shall be fully protected in treating the powers and authorities conferred by this paragraph as continuing in full force and effect until advised by Administrative Agent that all of the Indebtedness is finally paid and satisfied. The power of attorney herein conferred is granted for valuable consideration, is coupled with an interest, and is irrevocable so long as any part of the Indebtedness is unpaid and shall not be terminated prior thereto or affected by any act or Debtor or any other person or by operation of law, including, without limitation: (a) to obtain and adjust insurance required to be maintained by , the Borrower pursuant to SECTION 4.3; (b) to askdissolution, demanddeath, collectdisability, sue xxx, recover, compromise, receive, and give acquittance and receipts for moneys due and to become due under or in respect incompetency of any person. Administrative Agent agrees it will not exercise its powers as attorney-in-fact until the occurrence of the Borrower's Security Agreement Collateral; (c) to receive, endorse and collect any drafts or other instruments and chattel paper in connection with CLAUSE (a) or (b); (d) to execute and do all such assurances, acts and things which the Borrower ought to do under the covenants and provisions an Event of this Agreement; (e) to take any and all such actions as the Bank may, in its sole and absolute discretion, determine to be necessary or advisable for the purpose of maintaining, preserving or protecting the security constituted by this Agreement or any of the rights, remedies, powers or privileges of the Bank under this Agreement; (f) generally, in the name of the Borrower or in the name of the Bank to exercise all or any of the powers, authorities and discretions conferred on or reserved to the Bank pursuant to this Agreement; (g) to maintain and preserve all of the Borrower's Intellectual Property Collateral; and (h) to file such financing statements with respect hereto, with or without the Borrower's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Bank may deem appropriate, and to execute in the Borrower's name such financing statements and continuation statements which may require the Borrower's signature. The Borrower hereby acknowledges, consents, and agrees that the power of attorney granted pursuant to this SECTION is irrevocable and coupled with an interest until this Agreement is terminatedDefault.

Attorney-in-Fact. Upon (a) For the purpose of allowing Administrative Agent and Collateral Agent to exercise their respective rights and remedies provided in Article 7 following the occurrence and during continuance the continuation of any Default or an Event of Default (but for items (a)Default, (b) and (c) below, upon and during continuance of any Event of Default only), the Borrower hereby irrevocably appoints the Bankconstitutes and appoints, and any officer or agent thereofshall cause each Project Company to constitute and appoint, the Borrower's each of Administrative Agent and Collateral Agent its true and lawful attorney-in-fact, with full authority in the place and stead power of the Borrower and substitution, to complete any or all of any Projects in the name of the Noble Entities, and hereby empowers such attorney or attorneys as follows: (i) To use any unadvanced proceeds of the Loans and any Borrower Equity or otherwiseNoble Equity for the purpose of completing, operating or maintaining any or all of the Projects, the Construction Contracts, the O&M Agreements and the Plans and Specifications or the other Project Documents; (ii) To make such changes and corrections in the Plans and Specifications as reasonably shall be necessary or desirable to complete the work on any or all of any Projects in substantially the manner contemplated by the Construction Contracts; (iii) To employ such contractors, subcontractors, agents, architects and inspectors as reasonably shall be required for such purposes; (iv) To pay, settle or compromise all bills and claims which may be or become Liens or security interests against any or all of the Projects or the Collateral, or any part thereof, unless a bond or other security satisfactory to Administrative Agent has been provided; (v) To execute applications and certificates in the name of any Noble Entity which reasonably may be required by the Financing Documents or any other agreement or instrument executed by or on behalf of any Noble Entity in connection with any or all of any Projects; (vi) To prosecute and defend all actions or proceedings in connection with any or all of any Projects or the Collateral or any part thereof and to take such action and require such performance as such attorney-in-fact reasonably deems necessary under any performance and payment bond and the Financing Documents; (vii) To do any and every act which any Noble Entity might do on its behalf with respect to the Collateral or any part thereof or any or all of any Projects and to exercise any or all of any Noble Entity’s rights and remedies under any or all of the Project Documents; and (viii) To use any funds contained in any Account, including the Debt Service Reserve Account, to pay interest and principal on the Obligations as accrued from time to time in the Bank's discretion, or to take any and all action and to execute any instrument pay Project Costs or other assurance which the Bank may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of the Borrower under SECTION 4.4), including, without limitation: (a) to obtain and adjust insurance required to be maintained by the Borrower pursuant to SECTION 4.3;O&M Costs. (b) to ask, demand, collect, sue xxx, recover, compromise, receive, and give acquittance and receipts for moneys due and to become due under or in respect of any of the Borrower's Security Agreement Collateral; (c) to receive, endorse and collect any drafts or other instruments and chattel paper in connection with CLAUSE (a) or (b); (d) to execute and do all such assurances, acts and things which the Borrower ought to do under the covenants and provisions of this Agreement; (e) to take any and all such actions as the Bank may, in its sole and absolute discretion, determine to be necessary or advisable for the purpose of maintaining, preserving or protecting the security constituted by this Agreement or any of the rights, remedies, powers or privileges of the Bank under this Agreement; (f) generally, in the name of the Borrower or in the name of the Bank to exercise all or any of the powers, authorities and discretions conferred on or reserved to the Bank pursuant to this Agreement; (g) to maintain and preserve all of the Borrower's Intellectual Property Collateral; and (h) to file such financing statements with respect hereto, with or without the Borrower's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Bank may deem appropriate, and to execute in the Borrower's name such financing statements and continuation statements which may require the Borrower's signature. The Borrower hereby acknowledges, consents, and agrees that the This power of attorney granted pursuant shall be deemed to this SECTION is irrevocable and be a power coupled with an interest until this Agreement is terminatedand shall be irrevocable.

Attorney-in-Fact. Upon The Pledgor and during continuance of any Default or Event of Default (but for items (a), (b) and (c) below, upon and during continuance of any Event of Default only), the Borrower hereby irrevocably appoints appoint the Bank, and any officer or agent thereof, Facility Agent the Borrower's attorney-in-fact, with full authority in the place and stead fact of the Borrower Pledgor and in the name of the Borrower or otherwise, from respectively (which power of attorney shall be exercised only during such time to time in as the Bank's discretion, Facility Agent is permitted to take any related action under and all in accordance with this Agreement) for the purpose of carrying out the provisions of this Agreement and taking any action and to execute executing any instrument or other assurance which that the Bank Facility Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, only during such time as the Facility Agent is expressly permitted to take the related action in accordance with this Agreement (subject Agreement, shall the Facility Agent have the right, with full power of substitution either in the Facility Agent’s name or in the name of the Pledgor or the Borrower, to execute, acknowledge, deliver, and record or file all documents, instruments, agreements, financing statements and schedules or exhibits thereto in order to preserve and perfect the security interest granted hereunder, to exercise all rights and privileges to the same extent the Pledgor shall have been entitled under the Pledged Documents and in accordance with Applicable Law, including without limitation, after notice to the Pledgor, all voting rights of the Borrower under SECTION 4.4)Pledgor as the sole member of the Borrower, including, without limitation: (a) and to obtain and adjust insurance required to be maintained by the Borrower pursuant to SECTION 4.3; (b) to askask for, demand, xxx for, collect, sue xxx, recover, compromise, receive, receipt and give acquittance for any and receipts for moneys all monies due and or to become due under and by virtue of any of the Pledged Collateral, to endorse checks, drafts, orders and other instruments for the payment of money payable to the Pledgor representing any distribution or other amount payable in respect of the Pledged Collateral or any part thereof or on account thereof and to give full discharge for the same, to settle, compromise, prosecute or defend any action, claim or proceeding with respect thereto, and to sell, assign, endorse, pledge, transfer and make any agreement respecting, or otherwise deal with, the same; provided, however, that nothing contained in this Agreement shall be construed as requiring or obligating the Facility Agent to make any payment to any party in respect of the Pledged Collateral, or to make any inquiry as to the nature or sufficiency of any payment received by the Facility Agent, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral (or any other collateral for or any guarantee in respect of any of the Borrower's Security Agreement Collateral; (c) to receive, endorse and collect any drafts or other instruments and chattel paper in connection with CLAUSE (aObligations) or (b); (d) any part thereof or the monies due or to execute become due in respect thereof or any property covered thereby, or to extend any credit or accommodation thereof to any party, and do all such assurances, acts and things which no action taken by the Borrower ought to do under the covenants and provisions of this Agreement; (e) to take any and all such actions as the Bank may, in its sole and absolute discretion, determine Facility Agent or omitted to be necessary taken with respect to the Pledged Collateral (or advisable any other collateral for the purpose of maintaining, preserving or protecting the security constituted by this Agreement or any of the rightsObligations) or any part thereof in accordance with this Agreement shall give rise to any defense, remedies, powers counterclaim or privileges of the Bank under this Agreement; (f) generally, offset in the name favor of the Borrower or the Pledgor or to any claim or action against the Facility Agent, in the name absence of the Bank gross negligence or willful misconduct of the Facility Agent. The Pledgor’s and the Borrower’s appointment of the Facility Agent as attorney-in-fact, and the Facility Agent’s right to exercise all execute, acknowledge, perform, deliver, record, or file documents, (including the making of UCC financing statement filings without the signature of the Pledgor) and to endorse checks, drafts, orders and other instruments for the payment of money payable to the Pledgor representing any distribution or other amount payable in respect of the Pledged Collateral or any of part thereof or on account thereof, shall commence on the powers, authorities and discretions conferred on or reserved to the Bank pursuant to this Agreement; date hereof (g) to maintain and preserve all of the Borrower's Intellectual Property Collateral; and (h) to file such financing statements with respect hereto, with or without the Borrower's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Bank may deem appropriate, and to execute in the Borrower's name such financing statements and continuation statements which may require the Borrower's signature. The Borrower hereby acknowledges, consents, and agrees that the power of attorney granted pursuant shall be exercised only during such time as the Facility Agent is expressly permitted to take the related action in accordance with this SECTION is irrevocable and coupled with an interest until this Agreement is terminatedAgreement).

Attorney-in-Fact. Upon and during continuance of any Default or Event of Default (but for items (a)) Subject to the provisions of Sections 2.5 and 2.6, (b) and (c) below, upon and during continuance of any Event of Default only), the Borrower each Grantor hereby irrevocably constitutes and appoints the Bank, Collateral Agent and any officer or agent thereof, the Borrower's with full power of substitution, as its true and lawful attorney-in-fact, fact with full irrevocable power and authority in the place and stead of the Borrower such Grantor and in the name of such Grantor or in its own name, for the Borrower or otherwise, from time to time in purpose of carrying out the Bank's discretionterms of this Agreement, to take any and all appropriate action and to execute any document or instrument that may be necessary or desirable to accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Collateral Agent the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any of the following: (i) in the name of such Grantor or its own name, or otherwise, take possession of and indorse and collect any check, draft, note, acceptance or other assurance instrument for the payment of moneys due under any Account or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Collateral Agent for the purpose of collecting any such moneys due under any Account or with respect to any other Collateral whenever payable; (ii) in the case of any Intellectual Property, execute and deliver, and have recorded, any agreement, instrument, document or paper as the Collateral Agent or the Purchaser may request to evidence the security interest in such Intellectual Property and the goodwill and general intangibles of such Grantor relating thereto or represented thereby; (iii) pay or discharge taxes and Liens levied or placed on or threatened against the Collateral, effect any repair or pay or discharge any insurance called for by the terms of this Agreement (including all or any part of the premiums therefor and the costs thereof); (iv) 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; or (A) direct any party liable for any payment under any Collateral to make payment of any moneys due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall direct, (B) ask or demand for, collect, and receive payment of and receipt for, any moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral, (C) sign and indorse any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipt, draft against debtors, assignment, verification, notice and other document in connection with any Collateral, (D) commence and prosecute any suit, action or proceeding at law or in equity in any court of competent jurisdiction to collect any Collateral and to enforce any other right in respect of any Collateral, (E) defend any suit, action or proceeding brought against such Grantor with respect to any Collateral, (F) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or releases as the Collateral Agent may deem appropriate, (G) assign any Copyright, Patent or Trademark (along with the goodwill of the business to which any such Trademark pertains) throughout the Bank world for such term or terms, on such conditions, and in such manner as the Collateral Agent or the Purchaser shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment and (H) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any Collateral as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes, and do, at the Collateral Agent’s option and such Grantor’s expense, at any time, or from time to time, all acts and things that the Collateral Agent deems necessary to protect, preserve or realize upon the Collateral and the Secured Parties’ security interests therein and to effect the intent of this Agreement, all as fully and effectively as such Grantor might do. (vi) execute on behalf of such Grantor title or ownership applications for filing with appropriate state agencies to enable any Motor Vehicle that is now owned or hereafter acquired by such Grantor, to be retitled and the Collateral Agent to be listed as lienholder as to each such Motor Vehicle and (vii) execute such other documents and instruments on behalf of, and taking such other action in the name of, such Grantor as the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement (subject to including the purpose of exercising the rights and remedies of the Borrower Collateral Agent under SECTION 4.4Section 6), including, without limitation: . Anything in this clause (a) to obtain and adjust insurance required to the contrary notwithstanding, the Collateral Agent agrees that it shall not exercise any right under the power of attorney provided for in this clause (a) unless an Event of Default shall be maintained by the Borrower pursuant to SECTION 4.3;continuing. (b) If any Grantor fails to ask, demand, collect, sue xxx, recover, compromise, receive, and give acquittance and receipts for moneys due and to become due under perform or in respect of comply with any of its agreements contained herein, the Borrower's Security Agreement Collateral;Collateral Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement. (c) to receive, endorse and collect any drafts Each Grantor hereby ratifies all that such attorneys shall lawfully do or other instruments and chattel paper in connection with CLAUSE (a) or (b); (d) to execute and do all such assurances, acts and things which the Borrower ought to do under the covenants and provisions of this Agreement; (e) to take any and all such actions as the Bank may, in its sole and absolute discretion, determine cause to be necessary or advisable for the purpose of maintainingdone by virtue hereof. All powers, preserving or protecting the security constituted by authorizations and agencies contained in this Agreement or any of the rights, remedies, powers or privileges of the Bank under this Agreement; (f) generally, in the name of the Borrower or in the name of the Bank to exercise all or any of the powers, authorities and discretions conferred on or reserved to the Bank pursuant to this Agreement; (g) to maintain and preserve all of the Borrower's Intellectual Property Collateral; and (h) to file such financing statements with respect hereto, with or without the Borrower's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Bank may deem appropriate, and to execute in the Borrower's name such financing statements and continuation statements which may require the Borrower's signature. The Borrower hereby acknowledges, consents, and agrees that the power of attorney granted pursuant to this SECTION is irrevocable and are coupled with an interest and are irrevocable until this Agreement is terminatedterminated and the security interests created hereby are released.

Attorney-in-Fact. Upon and during continuance of any Default or Event of Default (but for items (a)) Subject to Obligor's rights under Sections 2.13 through 2.16, (b) and (c) below, upon and during continuance of any Event of Default only), the Borrower Obligor hereby irrevocably constitutes and appoints the Bank, Collateral Agent and any officer or agent thereof, the Borrower's with full power of substitution, as its true and lawful attorney-in-fact, fact with full irrevocable power and authority in the place and stead of the Borrower Obligor and in the name of Obligor or in its own name, for the Borrower or otherwise, from time to time in purpose of carrying out the Bank's discretionprovisions of this Agreement upon the occurrence and during the continuation of an Event of Default, to (x) take any and all appropriate action and to execute any document or instrument that may be necessary or desirable to accomplish the purposes of this Agreement, (y) preserve the validity, perfection and priority of the liens granted by this Agreement and, (z) exercise its rights, remedies, powers and privileges under this Agreement. This appointment as attorney-in-fact is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, Obligor hereby gives the Collateral Agent the power and right, on behalf of Obligor, without notice to or assent by Obligor, upon the occurrence and during the continuation of any Event of Default (i) to ask, demand, collect, xxx for, recover, receive and give receipt and discharge for amounts due and to become due under and in respect of all or any part of the Collateral, (ii) to, in the name of Obligor or its own name, or otherwise, take possession of, receive and indorse and collect any check, Account, Chattel Paper, draft, note, acceptance or other assurance Instrument for the payment of moneys due under any Account or General Intangible, (iii) to file any claims or take any action or proceeding that the Collateral Agent may deem necessary or advisable for the collection of all or any part of the Collateral, (iv) 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 the Collateral, (v) in the case of any Intellectual Property, execute and deliver, and have recorded, any agreement, instrument, document or paper as the Collateral Agent may request to evidence the Collateral Agent's security interest in such Intellectual Property and the goodwill and General Intangibles of Obligor relating thereto or represented thereby, (vi) pay or discharge taxes and Liens levied or placed on or threatened against the Collateral (other than Permitted Liens), effect any repair or pay or discharge any insurance called for by the terms of this Agreement (including all or any part of the premiums therefor and the costs thereof), (vii) 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 Collateral to make payment of any moneys due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall direct, (B) ask or demand for, collect, and receive payment of and receipt for, any moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral, (C) sign and indorse any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipt, draft against debtors, assignment, verification, notice and other document in connection with any Collateral, (D) commence and prosecute any suit, action or proceeding at law or in equity in any court of competent jurisdiction to collect PLEDGE AND SECURITY AGREEMENT (ORNI 2) any Collateral and to enforce any other right in respect of any Collateral, (E) defend any suit, action or proceeding brought against Obligor with respect to any Collateral, (F) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or releases as the Collateral Agent may deem appropriate, (G) assign any Copyright, Patent or Trademark (along with the goodwill of the business to which any such Trademark pertains) throughout the Bank world for such term or terms, on such conditions, and in such manner as the Collateral Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment and (H) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any Collateral as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes, and do, at the Collateral Agent's option and Obligor's expense, at any time, or from time to time, all acts and things that the Collateral Agent reasonably deems necessary to protect, preserve or realize upon the Collateral and the Collateral Agent's and the other Secured Parties' security interests therein and to effect the intent of this Agreement, all as fully and effectively as Obligor might do. (b) Without limiting the rights and powers of the Collateral Agent under Section 2.12(a), Obligor hereby appoints the Collateral Agent as its attorney-in-fact, effective the date of this Agreement and terminating upon the Discharge Date, for the purpose of, upon the occurrence and during the continuation of an Event of Default, (i) executing on behalf of Obligor title or ownership applications for filing with appropriate state agencies to enable Motor Vehicles now owned or in the future acquired by Obligor to be retitled and the Collateral Agent to be listed as lien holder 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 name of, Obligor as the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of the Borrower under SECTION 4.4), including, without limitation: (a) to obtain and adjust insurance required to be maintained by the Borrower pursuant to SECTION 4.3; (b) to ask, demand, collect, sue xxx, recover, compromise, receive, and give acquittance and receipts for moneys due and to become due under or in respect of any of the Borrower's Security Agreement Collateral; (c) to receive, endorse and collect any drafts or other instruments and chattel paper in connection with CLAUSE (a) or (b); (d) to execute and do all such assurances, acts and things which the Borrower ought to do under the covenants and provisions of this Agreement; (e) to take any and all such actions as the Bank may, in its sole and absolute discretion, determine to be necessary or advisable for including the purpose of maintaining, preserving or protecting creating in favor of the security constituted by this Agreement or any of Collateral Agent a perfected lien on the Motor Vehicles and exercising the rights, remedies, powers or and privileges of the Bank Collateral Agent under this Agreement; (f) generally, in the name of the Borrower or in the name of the Bank to exercise all or any of the powers, authorities and discretions conferred on or reserved to the Bank pursuant to this Agreement; (g) to maintain and preserve all of the Borrower's Intellectual Property Collateral; and (h) to file such financing statements with respect hereto, with or without the Borrower's signature, or a photocopy of this Agreement in substitution for a financing statement, Section 5.01). This appointment as the Bank may deem appropriate, and to execute in the Borrower's name such financing statements and continuation statements which may require the Borrower's signature. The Borrower hereby acknowledges, consents, and agrees that the power of attorney granted pursuant to this SECTION attorney-in-fact is irrevocable and coupled with an interest. (c) Without limiting the rights and powers of the Collateral Agent under Section 2.12(a), Obligor hereby appoints the Collateral Agent as its attorney-in-fact, effective the date of this Agreement and terminating upon the Discharge Date, at the Collateral Agent's option, but without any obligation so to do, for the purpose of performing, executing, and filing all such contracts, agreements and other documents as are contemplated by Section 2.11(b). This appointment as attorney-in-fact is irrevocable and coupled with an interest. (d) The expenses of the Collateral Agent incurred in connection with actions undertaken as provided in this Section 2.12, together with interest thereon at a rate per annum equal to the rate per annum at which interest would then be payable on past due Notes under the Indenture, from the date of payment by the Collateral Agent to the date reimbursed by Obligor, shall be payable by Obligor to the Collateral Agent on demand and shall constitute Secured Obligations and be secured by the Liens of the Collateral Documents. (e) Obligor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminatedterminated and the security interests created hereby are released.

Attorney-in-Fact. Upon and during continuance of any Default or Event of Default (but for items (a), (b) and (c) below, upon and during continuance of any Event of Default only), the Borrower Each Grantor hereby irrevocably appoints the Bank, and any officer or agent thereof, Priority Collateral Agent as the BorrowerGrantor's attorney-in-fact, with full authority in fact for the place purposes of carrying out the provisions of this Priority Security Agreement and stead of the Borrower and in the name of the Borrower or otherwise, from time to time in the Bank's discretion, to take taking any and all action and to execute executing any instrument or other assurance which the Bank Priority Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest; provided, that the Priority Collateral Agent shall have and may exercise rights under this power of this Agreement (subject attorney only upon the occurrence and during the continuance of an Event of Default. Without limiting the generality of the foregoing or of any other rights and powers granted to the rights Priority Collateral Agent herein, upon the occurrence and during the continuance of an Event of Default, the Borrower under SECTION 4.4), including, without limitation:Priority Collateral Agent shall have the right and power (a) to obtain and adjust insurance required to be maintained by the Borrower pursuant to SECTION 4.3; (b) to ask, demand, collect, sue xxxxxx for, recover, compromise, receive, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Borrower's Security Agreement Collateral; (cb) to receive, endorse and collect any drafts or other instruments instruments, documents and chattel paper in connection with CLAUSE clause (a) above; (c) to endorse such Grantor's name on any checks, notes, drafts or (b);any other payment relating to or constituting proceeds of the Collateral which comes into the possession or the control of the Priority Collateral Agent, and deposit the same to the account of the Priority Collateral Agent, for the benefit of the Priority Secured Parties, on account and for payment of the Secured Obligations. (d) to execute and do all such assurancesfile any claims or take any action or institute any proceedings that the Priority Collateral Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Priority Collateral Agent, acts and things which for the Borrower ought benefit of the Priority Secured Parties, with respect to do under any of the covenants and provisions of this Agreement;Collateral; and (e) to take any and all such actions as the Bank mayexecute, in its sole and absolute discretionconnection with any sale or other disposition of Collateral provided for herein, determine to be necessary any endorsement, assignments, or advisable for the purpose other instruments of maintaining, preserving conveyance or protecting the security constituted by this Agreement or any of the rights, remedies, powers or privileges of the Bank under this Agreement; (f) generally, in the name of the Borrower or in the name of the Bank to exercise all or any of the powers, authorities and discretions conferred on or reserved to the Bank pursuant to this Agreement; (g) to maintain and preserve all of the Borrower's Intellectual Property Collateral; and (h) to file such financing statements transfer with respect hereto, with or without the Borrower's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Bank may deem appropriate, and to execute in the Borrower's name such financing statements and continuation statements which may require the Borrower's signature. The Borrower hereby acknowledges, consents, and agrees that the power of attorney granted pursuant to this SECTION is irrevocable and coupled with an interest until this Agreement is terminatedthereto.

Attorney-in-Fact. Upon and during continuance of any Default or Event of Default (but for items (a), (b) and (c) below, upon and during continuance of any Event of Default only), the Borrower hereby irrevocably appoints the BankLender, and any officer or agent thereof, the Borrower's as its attorney-in-fact, with full authority in power of substitution, said power being coupled with an interest, to do any act which the place Borrower is obligated to do pursuant to the terms of this Agreement, and, after an Event of Default, to exercise such rights and stead powers as the Borrower might exercise with respect to the Collateral, including, without limitation, (a) to demand, collect by legal proceedings or otherwise, and endorse and receive all interest, payments, proceeds or other sums and/or property now or hereafter payable on or on account of the Borrower Collateral; (b) to insure, process and/or protect the Collateral; (c) to transfer the Collateral to its own or to a nominee's name; (d) to make any compromise, adjustment or settlement, and take any action it deems advisable (including commencing and prosecuting any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect thereof), with respect to the Collateral; (e) to endorse the name of the Borrower or otherwiseupon any notes, from time to time in the Bank's discretionacceptances, to take any and all action and to execute any instrument checks, drafts, money orders or other assurance which evidence of payment that may come into the Bank may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights possession of the Borrower under SECTION 4.4), including, without limitation: Borrower; (af) to obtain and adjust insurance required to be maintained by the Borrower pursuant to SECTION 4.3; (b) to ask, demand, collect, sue xxxreceive payment of, recover, compromise, receive, receipt for and give acquittance discharges and receipts for moneys due and to become due under or in respect releases of any of the Borrower's Security Agreement Collateral; (c) to receive, endorse and collect any drafts or other instruments and chattel paper in connection with CLAUSE (a) or (b); (d) to execute and do all such assurances, acts and things which the Borrower ought to do under the covenants and provisions of this Agreement; (e) to take any and all such actions as the Bank may, in its sole and absolute discretion, determine to be necessary or advisable for the purpose of maintaining, preserving or protecting the security constituted by this Agreement or any of the rights, remedies, powers or privileges of the Bank under this Agreement; (f) generally, in the name of the Borrower or in the name of the Bank to exercise all or any of the powers, authorities and discretions conferred on or reserved to the Bank pursuant to this Agreement; Collateral; (g) to maintain enter into and preserve perform such agreements as may be necessary in order to carry out the provisions of this Agreement or to carry out the terms, covenants and conditions of this Agreement which are required to be observed or performed by the Borrower; (h) to execute such other and further grants, pledges and assignments of the Collateral as the Borrower may reasonably require for the purpose of protecting or maintaining the security interest granted hereby; (i) to execute any UCC financing statements, continuation statements, amendments thereto, and other documents in the Borrower’s name and to perform all other acts which the Lender deems appropriate to create, validate, preserve, protect, perfect and continue the security interest created hereunder and to enable the Lender to exercise and enforce its rights hereunder; (j) to endorse the name of Borrower upon such Federal Assignments of Claims and/or instruments of assignment in connection therewith, as Lender deems necessary and appropriate, in its reasonable discretion, with respect to the Contracts; and (k) generally to perform all other acts necessary or proper to carry out the intention of this Agreement, including, but not limited to, the power to redirect the delivery of mail addressed to the Borrower. The Borrower shall be liable to the Lender for all reasonable costs and expenses, including without limitation, reasonable attorney's fees and legal expenses, that the Lender may incur while acting as Bxxxxxxx's attorney-in-fact hereunder. Notwithstanding the foregoing, the Lender shall not be obligated to do any act or to exercise any such rights and powers. The foregoing power of attorney is coupled with an interest and shall be irrevocable until all of the Borrower's Intellectual Property Collateral; and (h) to file such financing statements with respect hereto, with or without the Borrower's signature, or a photocopy of obligations under this Agreement in substitution for a financing statement, as relating to the Bank may deem appropriate, and to execute in the Borrower's name such financing statements and continuation statements which may require the Borrower's signature. The Borrower hereby acknowledges, consents, and agrees that the power of attorney granted pursuant to this SECTION is irrevocable and coupled with an interest until this Agreement is terminatedNote shall have been fully satisfied.

Attorney-in-Fact. Upon and during continuance of any Default or Event of Default (but for items (a), (b) and (c) below, upon and during continuance of Without limiting any Event of Default only)rights or powers granted by this Agreement to the Collateral Agent, the Borrower Pledgor hereby irrevocably appoints the BankCollateral Agent, and on behalf of the Secured Parties, or any Person, officer or agent thereofwhom the Collateral Agent may designate, the Borrower's as its true and lawful attorney-in-factfact and proxy, with full irrevocable power and authority in the place and stead of the Borrower Pledgor and in the name of the Borrower Pledgor or otherwisein its own name, at the Pledgor’s sole cost and expense, from time to time in the Bank's discretion, to take any and all action and to execute any instrument which may be necessary or other assurance reasonably advisable to enforce its rights under this Agreement upon and during the continuation of an Event of Default. This appointment as attorney-in-fact is irrevocable and coupled with an interest; provided that, nothing in this Agreement shall prevent the Pledgor from undertaking, prior to the exercise by the Collateral Agent of any of the aforementioned rights, the Pledgor’s operations in the ordinary course of business in accordance with the Loan Documents to which the Bank may deem necessary or advisable to accomplish Pledgor is a party. Without limiting the purposes of this Agreement (subject to the rights generality of the Borrower under SECTION 4.4)foregoing, includingthe Pledgor hereby gives the Collateral Agent the power and right, on behalf of the Pledgor, without limitation: (a) notice to obtain and adjust insurance required to be maintained or assent by the Borrower pursuant to SECTION 4.3; Pledgor, upon the occurrence and during the continuation of an Event of Default, (bi) to ask, demand, collect, sue xxxxxx for, recover, compromise, receive, receive and give acquittance receipt and receipts discharge for moneys amounts due and to become due under or and in respect of all or any part of the Borrower's Security Agreement Pledged Collateral; , (cii) to receive, endorse and collect file any drafts claims or other instruments and chattel paper in connection with CLAUSE (a) or (b); (d) to execute and do all such assurances, acts and things which the Borrower ought to do under the covenants and provisions of this Agreement; (e) to take any and all such actions as action or proceeding that the Bank may, in its sole and absolute discretion, determine to be Collateral Agent may deem necessary or advisable for the purpose collection of maintaining, preserving or protecting the security constituted by this Agreement or any of the rights, remedies, powers or privileges of the Bank under this Agreement; (f) generally, in the name of the Borrower or in the name of the Bank to exercise all or any part of the powersPledged Collateral, authorities and discretions conferred on (iii) to execute, in connection with any sale or reserved disposition of the Pledged Collateral under Article V, any endorsements, assignments or other instruments of conveyance or transfer with respect to all or any part of the Pledged Collateral, (iv) direct any party liable for any payment under any Pledged Collateral to make payment of any monies due or to become due thereunder directly to the Bank pursuant Collateral Agent or as the Collateral Agent shall direct, (v) commence and prosecute any suit, action or proceeding at law or in equity in any court of competent jurisdiction to this Agreement; collect any Pledged Collateral and to enforce any other right in respect of any Pledged Collateral, (gvi) to maintain and preserve all of defend any suit, action or proceeding brought against the Borrower's Intellectual Property Collateral; and (h) to file such financing statements Pledgor with respect heretoto any Pledged Collateral, with (vii) settle, compromise or without the Borrower's signatureadjust any such suit, action or a photocopy of this Agreement proceeding and, in substitution for a financing statementconnection therewith, give such discharges or releases as the Bank Collateral Agent may deem appropriate, and (viii) generally, sell, transfer, pledge and make any agreement with respect to execute in or otherwise deal with any Pledged Collateral as fully and completely as though the Borrower's name such financing statements Collateral Agent were the absolute owner thereof for all purposes, and continuation statements which may require do, at the Borrower's signature. Collateral Agent’s option and the Pledgor’s expense, at any time, or from time to time, all acts and things that the Collateral Agent reasonably deems necessary to protect, preserve or realize upon the Pledged Collateral and the Collateral Agent’s and the other Secured Parties’ Liens thereon and to effect the intent of this Agreement, all as fully and effectively as the Pledgor might do. (b) The Borrower Pledgor hereby acknowledges, consents, acknowledges and agrees that the power of attorney granted Collateral Agent shall have no fiduciary duties to the Pledgor in acting pursuant to this SECTION is irrevocable power-of-attorney and coupled with an interest until this Agreement is terminatedthe Pledgor hereby waives any claims or rights of a beneficiary of a fiduciary relationship hereunder.

Attorney-in-Fact. Upon and during continuance of any Default or Event of Default (but for items (a), (b) and (c) below, upon and during continuance of any Event of Default only), the Borrower Each Pledgor hereby irrevocably constitutes and appoints the Bank, Trustee its true and any officer or agent thereof, the Borrower's lawful attorney-in-fact, fact with full power and authority in the place and stead of the Borrower EXECUTION VERSION such Pledgor and in the name of such Pledgor, the Borrower Trustee or otherwise, from time to time after the occurrence of and during the continuance of an Event of Default in the BankTrustee's discretion, discretion to take any and all action and to execute any instrument or other assurance which (all at the Bank may deem necessary or advisable sole cost and expense of Premier) to accomplish the purposes enforce all rights of this Agreement (subject such Pledgor with respect to the rights of the Borrower under SECTION 4.4)Collateral, including, without limitation: (a) to obtain and adjust insurance required to be maintained by , the Borrower pursuant to SECTION 4.3; (b) right to ask, require, demand, collect, sue xxx, recover, compromise, receive, receive and give acquittance for any and receipts all moneys and claims for moneys money due and to become due under or in respect of any arising out of the Borrower's Security Agreement Collateral; (c) ; to receiveelect remedies thereunder, to endorse and collect any drafts checks or other instruments and chattel paper or orders in connection therewith; to vote, demand, receive and enforce such Pledgor's rights with CLAUSE (a) or (b); (d) respect to execute the Collateral; to give appropriate receipts, releases and do all satisfactions for and on behalf of and in the name of such assurancesPledgor or, acts and things which at the Borrower ought to do under the covenants and provisions of this Agreement; (e) to take any and all such actions as the Bank may, in its sole and absolute discretion, determine to be necessary or advisable for the purpose of maintaining, preserving or protecting the security constituted by this Agreement or any option of the rights, remedies, powers or privileges of the Bank under this Agreement; (f) generallyTrustee, in the name of the Borrower or Trustee, solely in connection with the name of Collateral, with the Bank to exercise all or any of the powers, authorities same force and discretions conferred on or reserved to the Bank pursuant to effect as such Pledgor could do if this Agreement; (g) to maintain Agreement had not been made; and preserve all of the Borrower's Intellectual Property Collateral; and (h) 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 advisable; provided, however, the Trustee shall not exercise such financing statements with respect hereto, with or without rights unless upon the Borrower's signature, or a photocopy occurrence and during the continuation of this Agreement in substitution for a financing statement, as the Bank may deem appropriate, and to execute in the Borrower's name such financing statements and continuation statements which may require the Borrower's signaturean Event of Default. The Borrower hereby acknowledges, consents, and agrees that the This power of attorney granted pursuant to this SECTION is irrevocable and a power coupled with an interest until this Agreement is terminatedand shall be irrevocable.

Attorney-in-Fact. Upon From and after the occurrence and during continuance the continuation of any Default or an Event of Default (but for items (a), (b) and (c) below, upon and during continuance of any Event of Default only)hereunder, the Borrower hereby irrevocably constitutes and appoints the Bank, Lender as its true and any officer or agent thereof, the Borrower's lawful attorney-in-fact, with full authority in the its place and stead and with full power of substitution, either in the Borrower and Lender’s own name or in the name of the Borrower to do the following: (a) Endorse any notes, checks, drafts, money orders, or otherwiseother 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 time the Film 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 time payment, held by any Person for or in the Bank's discretionname of the Borrower; (b) Enforce all of the Borrower’s rights under and pursuant to all agreements with respect to the Collateral, to take any including, without limitation, the Sales Agency Agreement, the Licensing Intermediary Agreements and the Distribution Agreements, all action for the sole benefit of Lender, and to execute any instrument or enter into such other assurance which agreements as may be necessary to complete the Bank production, distribution, and exploitation of the Film; (c) Enter into and perform such agreements as may deem be necessary or advisable in order to accomplish carry out the purposes terms, covenants, and conditions of this Agreement, the Sales Agency Agreement, the Licensing Intermediary Agreements, the Distribution Agreements and the other Loan Documents that are required to be observed or performed by the Borrower; (d) Execute such other and further mortgages, pledges, and assignments of the Collateral as the Lender may reasonably require solely for the purpose of protecting, maintaining, or enforcing the Lien granted to the Lender by this Agreement and the other Loan Documents; (subject e) Subject to the rights of the Borrower Completion Guarantor under SECTION 4.4)the Completion Agreement and Completion Guaranty, take over and complete production of the Film (including, without limitation: (a) but not limited to obtain completing post-production and adjust insurance required to be maintained by editing and locking the Borrower pursuant to SECTION 4.3Film); (bf) Lease, license, sell or otherwise dispose of the Film and/or such distribution rights in and to askthe Film and such rights therein as have not been disposed of by or 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); (g) Renegotiate the Sales Agency Agreement, the Licensing Intermediary Agreements, the Distribution Agreements, the other Loan Documents and/or such other agreements as the Lender has a Lien in pursuant to the terms hereof and the other Loan Documents as the Lender in its sole and exclusive discretion deems proper; (h) Require, demand, collect, sue xxx, recover, compromise, receive, settle, adjust, compromise and to give acquittance acquittances and receipts for moneys due and to become due under or in respect the payment of any and all money payable pursuant to the Distribution Agreements or such other agreements included in the Collateral and such licenses and agreements as the Lender may enter into as aforesaid, subject (with respect to the application of such monies) to the terms of Section 5.1 and Article 6 of the Borrower's Security Agreement CollateralSales Agent Interparty Agreement; (ci) File any claims and/or proofs of claim, to receivecommence, endorse and collect maintain or discontinue any drafts actions, suits or other instruments and chattel paper in connection with CLAUSE (a) proceedings deemed by the Lender advisable for the purpose of collecting or (b)enforcing payment of any such money; (dj) to execute Execute, deliver, file and/or record any and all such instruments, agreements or documents, and do all such assurances, acts and things which as may be necessary or desirable to carry out the Borrower ought to do under the covenants and provisions purposes of this Agreement; (ek) Apply any Collateral Proceeds or any receipts so derived from the Lender’s exercise of this power-of-attorney to take the Obligations as herein provided, subject to the terms of Section 5.1 and Article 6 of the Sales Agent Interparty Agreement; (l) Subject to the terms of the Sales Agent Interparty Agreement, terminate the rights of the Sales Agent under the Sales Agency Agreement with respect to the Film and/or replace Sales Agent with a Person selected by the Lender; (m) Settle, compromise, prosecute or defend any action, claim or proceeding with respect thereto and all to sell, assign, pledge, transfer and make any agreement respecting, or otherwise deal with, the same; (n) Effect Delivery to the Borrower, the Lender and/or the Distributors; (o) Endorse any notes, checks, money orders, or other evidences of payment relating to any film production tax credits (including the Louisiana Tax Credits), grants or other similar benefits relating to the Film that may come into possession of the Lender; process, submit, and execute any documents necessary to redeem or otherwise receive proceeds in respect thereof; and execute such actions other and further mortgages, pledges, assignments in respect thereof as the Bank may, in its sole and absolute discretion, determine to be necessary or advisable Lender may reasonably require solely for the purpose of maintainingprotecting, preserving or protecting maintaining and enforcing the security constituted by interest granted to the Lender under this Agreement or the other Loan Documents; and (p) Do any and all other acts necessary and proper to carry out the intent of this Agreement; provided, however, that 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 rightsCollateral or the money due or to become due thereunder or the property covered thereby, remedies, powers and no action taken or privileges omitted to be taken by the Lender with respect to any of the Bank under this Agreement; (f) generallyCollateral shall give rise to any defense, counterclaim or setoff in the name favor of the Borrower or in to any claim or action against the name 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, except those arising out of the Bank to exercise all willful misconduct, intentional tort or any gross (but not mere) negligence of the powersLender and/or its attorneys or Affiliates. Except for such willful misconduct, authorities intentional tort or gross (but not mere) negligence, the Borrower ratifies and discretions conferred on confirms all acts taken by the Lender as such attorney-in-fact or reserved to its substitutes by virtue of this power of attorney. This power, being coupled with an interest, is irrevocable until this Agreement has been terminated and the Bank Obligations have been fully satisfied. The Lender shall provide the Borrower with a copy of each document executed by the Lender pursuant to this Agreement; (g) to maintain and preserve all of the Borrower's Intellectual Property Collateral; and (h) to file such financing statements with respect hereto, with or without the Borrower's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Bank may deem appropriate, and to execute in the Borrower's name such financing statements and continuation statements which may require the Borrower's signature. The Borrower hereby acknowledges, consents, and agrees that the power of attorney granted pursuant set forth in this Section; provided, however, that the Lender’s failure to this SECTION is irrevocable and coupled with an interest until this Agreement is terminatedprovide any such document to the Borrower shall not be deemed a breach hereunder.

Attorney-in-Fact. Upon Highland appoints Secured Party, its successors and during continuance of any Default or Event of Default (but for items (a)assigns, (b) and (c) below, upon and during continuance of any Event of Default only), the Borrower hereby irrevocably appoints the Bank, and any officer or agent thereof, the Borrower's as Highland’s attorney-in-factfact (without requiring it to act as such), with full authority in power of substitution, to do any act which Highland is obligated by this Security Agreement to do, including, but not limited to, the place power to do the following upon the occurrence and stead during the continuance of an Event of Default: (a) become the entitlement holder, sell, dispose of, or issue entitlement orders with respect to the Collateral as herein provided, issue such orders and instructions as are necessary or appropriate to effect the registration of the Borrower and Collateral on the books of the issuer of the Collateral or of any Securities Intermediary in the name of Secured Party or to effect the Borrower sale or otherwise, from time to time in the Bank's discretion, to take any and all action and to execute any instrument or other assurance which the Bank may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights disposition of the Borrower under SECTION 4.4), including, without limitation: (a) to obtain and adjust insurance required to be maintained by the Borrower pursuant to SECTION 4.3; Collateral; (b) endorse the name of Highland on all checks, drafts, money orders, or other instruments for the payment of monies that are payable to ask, demand, collect, sue xxx, recover, compromise, receive, Highland and give acquittance and receipts for moneys due and to become due under or in respect of any constitute collections of the Borrower's Security Agreement Collateral; ; (c) to receive, endorse and collect any drafts or other instruments and chattel paper in connection with CLAUSE (a) or (b); (d) to execute and do all such assurances, acts and things which the Borrower ought to do under the covenants and provisions of this Agreement; (e) to take any and all such actions as the Bank may, in its sole and absolute discretion, determine to be necessary or advisable for the purpose of maintaining, preserving or protecting the security constituted by this Agreement or any of the rights, remedies, powers or privileges of the Bank under this Agreement; (f) generally, 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 perfect, preserve, or enforce the Borrower or Security Interest; (d) exercise all rights of Highland in the Collateral; (e) 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 the Bank to exercise all Highland or any of the powers, authorities and discretions conferred on or reserved to the Bank pursuant to this Agreement; (g) to maintain and preserve all of the Borrower's Intellectual Property Collateral; and (h) to file such financing statements with respect hereto, with or without the Borrower's signature, or a photocopy of this Agreement in substitution for a financing statementotherwise, as reasonably necessary, in connection with the Bank may deem appropriatepreservation, perfection, and to execute in enforcement of its rights hereunder. Secured Party agrees it will not exercise its powers as attorney-in-fact until the Borrower's name such financing statements and continuation statements which may require the Borrower's signature. The Borrower hereby acknowledges, consents, and agrees that the power occurrence of attorney granted pursuant to this SECTION is irrevocable and coupled with an interest until this Agreement is terminatedEvent of Default.

Attorney-in-Fact. Upon and during continuance of any Default or Event of Default (but for items (a)) Subject to each Guarantor’s rights under Sections 3.08 through 3.10, (b) and (c) below, upon and during continuance of any Event of Default only), the Borrower each Guarantor hereby irrevocably constitutes and appoints the Bank, Collateral Agent and any officer or agent thereof, the Borrower's with full power of substitution, as its true and lawful attorney-in-fact, effective as of the date of this Agreement and terminating upon the release of the Guarantor Collateral pursuant to Section 3.11, with full irrevocable power and authority in the place and stead of the Borrower such Guarantor and in the name of such Guarantor or in its own name, for the Borrower or otherwise, from time to time in purpose of carrying out the Bank's discretionprovisions of this Agreement, to take any and all appropriate action and to execute any document or instrument that may be necessary or desirable to accomplish the purposes of this Agreement, to preserve the validity, perfection and priority of the liens granted by this Agreement and, following any default under any Basic Document or other assurance document pursuant to which any other Guaranteed Obligation is incurred, as applicable, to exercise its rights, remedies, powers and privileges under this Agreement. This appointment as attorney-in-fact is irrevocable and coupled with an interest. Without limiting the Bank generality of the foregoing, each Guarantor hereby gives the Collateral Agent the power and right, on behalf of such Guarantor, without notice to or assent by such Guarantor, upon the occurrence and continuation of any Second Lien Event of Default (or, in respect of Section 3.04, any default under any Basic Document or other document pursuant to which any other Guaranteed Obligation is incurred, as applicable) (i) to ask, demand, collect, xxx for, recover, receive and give receipt and discharge for amounts due and to become due under and in respect of all or any part of the Guarantor Collateral, (ii) to, in the name of such Guarantor or its own name, or otherwise, take possession of, receive and indorse and collect any check, Account, Chattel Paper, draft, note, acceptance or other Instrument for the payment of moneys due under any Account or General Intangible, (iii) to file any claims or take any action or proceeding that the Collateral Agent may deem necessary or advisable for the collection of all or any part of the Guarantor Collateral, (iv) to execute, in connection with any sale or disposition of the Guarantor Collateral under Article VI, any endorsements, assignments, bills of sale or other instruments of conveyance or transfer with respect to all or any part of the Guarantor Collateral, (v) in the case of any Intellectual Property, execute and deliver, and have recorded, any agreement, instrument, document or paper as the Collateral Agent may request to evidence the Collateral Agent’s security interest in such Intellectual Property and the goodwill and General Intangibles of such Guarantor relating thereto or represented thereby, (vi) pay or discharge taxes and liens levied or placed on or threatened against the Guarantor Collateral, effect any repair or pay or discharge any insurance called for by the terms of this Agreement (including all or any part of the premiums therefor and the costs thereof), (vii) execute, in connection with any sale provided for in Article VI, any endorsement, assignment or other instrument of conveyance or transfer with respect to the Guarantor Collateral, and (viii) (A) direct any party liable for any payment under any Guarantor Collateral to make payment of any moneys due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall direct, (B) ask or demand for, collect, and receive payment of and receipt for, any moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Guarantor Collateral, (C) sign and indorse any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipt, draft against debtors, assignment, verification, notice and other document in connection with any Guarantor Collateral, (D) commence and prosecute any suit, action or proceeding at law or in equity in any court of competent jurisdiction to collect any Guarantor Collateral and to enforce any other right in respect of any Guarantor Collateral, (E) defend any suit, action or proceeding brought against such Guarantor with respect to any Guarantor Collateral, (F) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or releases as the Collateral Agent may deem appropriate, (G) assign any Copyright, Patent or Trademark (along with the goodwill of the business to which any such Trademark pertains) throughout the world for such term or terms, on such conditions, and in such manner as the Collateral Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment and (H) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any Guarantor Collateral as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes, and do, at the Collateral Agent’s option and such Guarantor’s expense, at any time, or from time to time, all acts and things that the Collateral Agent deems necessary to protect, preserve or realize upon the Guarantor Collateral and the Collateral Agent’s and the other Second Lien Secured Parties’ security interests therein and to effect the intent of this Agreement, all as fully and effectively as such Guarantor might do. (b) Without limiting the rights and powers of the Collateral Agent under Section 3.07(a), each Guarantor hereby appoints the Collateral Agent as its attorney-in-fact, effective the date of this Agreement and terminating upon the termination of this Agreement, for the purpose of (i) filing such applications with such state agencies, and (ii) executing such other documents and instruments on behalf of, and taking such other action in the name of, such Guarantor as the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of the Borrower under SECTION 4.4), including, without limitation: (a) to obtain and adjust insurance required to be maintained by the Borrower pursuant to SECTION 4.3; (b) to ask, demand, collect, sue xxx, recover, compromise, receive, and give acquittance and receipts for moneys due and to become due under or in respect of any of the Borrower's Security Agreement Collateral; (c) to receive, endorse and collect any drafts or other instruments and chattel paper in connection with CLAUSE (a) or (b); (d) to execute and do all such assurances, acts and things which the Borrower ought to do under the covenants and provisions of this Agreement; (e) to take any and all such actions as the Bank may, in its sole and absolute discretion, determine to be necessary or advisable for including the purpose of maintaining, preserving or protecting the security constituted by this Agreement or any of exercising the rights, remedies, powers or and privileges of the Bank Collateral Agent under this Agreement; (f) generally, in the name of the Borrower or in the name of the Bank to exercise all or any of the powers, authorities and discretions conferred on or reserved to the Bank pursuant to this Agreement; (g) to maintain and preserve all of the Borrower's Intellectual Property Collateral; and (h) to file such financing statements with respect hereto, with or without the Borrower's signature, or a photocopy of this Agreement in substitution for a financing statement, Section 6.01). This appointment as the Bank may deem appropriate, and to execute in the Borrower's name such financing statements and continuation statements which may require the Borrower's signature. The Borrower hereby acknowledges, consents, and agrees that the power of attorney granted pursuant to this SECTION attorney-in-fact is irrevocable and coupled with an interest. (c) Without limiting the rights and powers of the Collateral Agent under Section 3.07(a), each Guarantor hereby appoints the Collateral Agent as its attorney-in-fact, effective the date of this Agreement and terminating upon the termination of this Agreement, at the Collateral Agent’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 3.06(b). This appointment as attorney-in-fact is irrevocable and coupled with an interest. (d) The expenses of the Collateral Agent incurred in connection with actions undertaken as provided in this Section 3.07, together with interest thereon at a rate per annum equal to the rate following the occurrence and confirmation of an Second Lien Event of Default under any FW Credit Facility, from the date of payment by the Collateral Agent to the date reimbursed by such Guarantor, shall be payable by such Guarantor to the Collateral Agent on demand and shall constitute Second Lien Guaranteed Obligations and be secured by the liens of the Security Agreements. (e) Each Guarantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminatedterminated and the security interests created hereby are released.

Attorney-in-Fact. The Borrower hereby nominates and irrevocably designates and appoints the Agent its true and lawful agent and attorney-in-fact, either in the name of the Agent or in the name of the Borrower: (i) To do all acts and things and execute all documents which the Agent, in its sole judgment, may deem necessary or advisable to perfect and continue perfected the security interest created by this Assignment and to preserve, process, develop, maintain and protect the Collateral and the value thereof and the Agent's interest therein, including, without limitation, preparing, signing, filing and recording, for the Borrower in the Borrower's name, any financing statement, and any amendment thereto, covering the Collateral or any portion thereof; (ii) To do any and every act which the Borrower is obligated to do under this Assignment; (iii) Upon the occurrence and during the continuance of an Event of Default, to ask for, demand, sue for, collect, compound, receive, receipt for and xxxe acquittances for any Default and all sums owing or which may become due with respect to the Collateral; to endorse, in the name of the Borrower, all checks, notes, drafts, money orders, evidences of payment, or other instruments received in payment of, or on account of, the Collateral or any portion thereof; and to take any and all actions as the Agent, in its sole judgment, may deem necessary or desirable in order to realize upon the Collateral, or any portion thereof, including, without limitation, making any statements and doing or taking any acts on behalf of the Borrower which are otherwise required of the Borrower under the terms of the Collateral or any portion thereof as conditions precedent to the payment of the obligations evidenced by, or to the exercise of, the Collateral or any portion thereof, and to exercise any right and remedies available under the Collateral Documents and to execute any document or instrument which the Agent may deem necessary or desirable in connection therewith, including pleadings, consent orders, stipulations, and other documents and instruments which the Agent may deem necessary or desirable in connection with judicial or nonjudicial foreclosure of any deed of trust or other security agreement included within the Collateral Documents or other legal actions or proceedings with respect to the Collateral; (iv) Upon the occurrence and during the continuance of an Event of Default, compromise the Collateral or any portion thereof, and (v) To endorse and transfer the Collateral upon foreclosure; provided, however, that the Agent shall be under no obligation whatsoever to take any of the foregoing actions or to exercise any of the foregoing authority or power, and the Agent shall have no liability or responsibility for any act or omission taken with respect thereto except for the Agent's gross negligence or willful misconduct. Unless otherwise expressly provided to the contrary above, all of said rights and powers may be exercised by the Agent at any time, whether or not an Event of Default (but for items (a), (b) has occurred and (c) below, upon and during continuance whether or not the Agent is the absolute owner of any Event the Collateral. The foregoing appointment of Default only), the Borrower hereby irrevocably appoints the Bank, and any officer or agent thereof, Agent as the Borrower's attorney-in-fact, with full authority in the place and stead of the Borrower and in the name of the Borrower or otherwise, from time to time in the Bank's discretion, to take any and all action and to execute any instrument or other assurance which the Bank may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of the Borrower under SECTION 4.4), including, without limitation: (a) to obtain and adjust insurance required to be maintained by the Borrower pursuant to SECTION 4.3; (b) to ask, demand, collect, sue xxx, recover, compromise, receive, and give acquittance and receipts for moneys due and to become due under or in respect of any of the Borrower's Security Agreement Collateral; (c) to receive, endorse and collect any drafts or other instruments and chattel paper in connection with CLAUSE (a) or (b); (d) to execute and do all such assurances, acts and things which the Borrower ought to do under the covenants and provisions of this Agreement; (e) to take any and all such actions as the Bank may, in its sole and absolute discretion, determine to be necessary or advisable for the purpose of maintaining, preserving or protecting the security constituted by this Agreement or any of the rights, remedies, powers or privileges of the Bank under this Agreement; (f) generally, in the name of the Borrower or in the name of the Bank to exercise all or any of the powers, authorities and discretions conferred on or reserved to the Bank pursuant to this Agreement; (g) to maintain and preserve all of the Borrower's Intellectual Property Collateral; and (h) to file such financing statements with respect hereto, with or without the Borrower's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Bank may deem appropriate, and to execute in the Borrower's name such financing statements and continuation statements which may require the Borrower's signature. The Borrower hereby acknowledges, consents, and agrees that the power of attorney granted pursuant to this SECTION fact is irrevocable and coupled with an interest until this Agreement is terminatedand cannot be revoked by insolvency, reorganization, merger, consolidation or otherwise.

Attorney-in-Fact. Upon and during continuance of any Default or Event of Default (but for items (a), (b) and (c) below, upon and during continuance of any Event of Default only), the Borrower Each Debtor hereby irrevocably constitutes and appoints the Bank, and any officer or agent thereof, the Borrower's attorney-in-factCollateral 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 Borrower such Debtor and in the name of such Debtor or in its own name, upon the Borrower or otherwiseoccurrence 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 Bank's discretiondiscretion of the Collateral 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 instrument or other assurance and all documents and instruments which the Bank may deem be necessary or advisable 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. Without limiting the generality of the foregoing, each Debtor hereby gives the 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, but only 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 (subject to the rights of the Borrower under SECTION 4.4), including, without limitation: (a) to obtain and adjust insurance required to be maintained by the Borrower pursuant to SECTION 4.3Agreement; (b) to ask, demand, collect, sue xxx, recover, compromise, receive, 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 respect any court of law or equity or otherwise deemed appropriate by the 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 Borrower's Security Agreement CollateralCollateral Agent for the purpose of collecting any and all such moneys due under any Collateral whenever payable; (c) to receivepay or discharge charges or liens levied or placed on or threatened against the Collateral, endorse to effect any insurance called for by the terms of this Agreement and collect to pay all or any drafts or other instruments and chattel paper in connection with CLAUSE (a) or (b)part of the premiums therefor; (d) to execute direct any party liable for any payment under any of the Collateral to make payment of any and do all such assurancesmoneys due, acts and things which to become due thereunder, directly to the Borrower ought Collateral Agent or as the Collateral Agent shall direct, and to do under the covenants receive payment of and provisions receipt for any and all moneys, claims and other amounts due, and to become due at any time, in respect of this Agreementor arising out of any Collateral; (e) to take sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and all such actions as notices in connection with accounts and other Documents constituting or relating to the Bank may, in its sole and absolute discretion, determine to be necessary or advisable for the purpose of maintaining, preserving or protecting the security constituted by this Agreement or any of the rights, remedies, powers or privileges of the Bank under this AgreementCollateral; (f) generallyto commence and prosecute any suits, in the name of the Borrower actions or proceedings at law or in equity in any court of competent jurisdiction to collect the name of the Bank to exercise all Collateral or any part thereof and to enforce any other right in respect of the powers, authorities and discretions conferred on or reserved to the Bank pursuant to this Agreementany Collateral; (g) to maintain and preserve all of the Borrower's Intellectual Property defend any suit, action or proceeding brought against a Debtor with respect to any Collateral; and; (h) to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the 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 heretoto this Agreement, with or without the Borrower's such Debtor’s signature, or to file a photocopy of this Agreement in substitution for a financing statement, as the Bank Collateral Agent may deem appropriate, appropriate and to execute in the Borrower's such Debtor’s name such financing statements and amendments thereto and continuation statements which may require such Debtor’s signature; (j) generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Borrower's signatureCollateral as fully and completely as though the Collateral Agent were the absolute owners thereof for all purposes; and (k) to do, at the Collateral Agent’s option and at such Debtor’s expense, at any time, or from time to time, all acts and things which the Collateral Agent reasonably deems necessary to protect or preserve or realize upon the Collateral and the Secured Parties’ Liens therein, in order to effect the intent of this Agreement, all as fully and effectively as such Debtor might do. For the avoidance of doubt, Collateral Agent shall only have the power and right to do each of the items set forth in Section 4.9(a) through Section 4.9 (k) upon the occurrence and during the continuation of an Event of Default. 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 and in accordance with Section 4.9. The Borrower hereby acknowledges, consents, and agrees that the power of attorney granted pursuant to this SECTION hereunder is irrevocable and 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.terminated in accordance with Section 4.11 hereof. Each Debtor also authorizes the 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 with regard to the assignment of the right, title and interest of such Debtor in and under the Contracts hereunder and (y) to execute, in connection with any sale of Collateral provided for in Section 4.5 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral..

Attorney-in-Fact. Upon The Pledgor hereby irrevocably makes, constitutes and appoints the Bank as its true and lawful proxy and attorney-in-fact (and agent-in-fact) in its name, place and stead, with full power of substitution, to, during the existence and continuance of any Default or an Event of Default (but for items Default: (a)) take such actions as are permitted in this Agreement or any other Loan Document, (b) execute such financing statements and other documents and to do such other acts as the Bank may require to perfect and preserve the Bank’s security interest in, and to enforce such interests in the Pledged Collateral, (c) belowcarry out any remedy provided for in this Agreement, upon including endorsing the Pledgor’s name to checks, drafts, instruments and during continuance other items of any Event of Default only), the Borrower hereby irrevocably appoints the Bankpayment which constitute Pledged Collateral, and any officer or agent thereof, the Borrower's attorney-in-fact, with full authority in the place and stead proceeds of the Borrower Pledged Collateral, and in the name (d) exercise any or all of the Borrower or otherwisePledgor’s rights in, from time to time in to, and under the Bank's discretion, to take any Subscription Agreements and all action and to execute any instrument or other assurance which the Bank may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of the Borrower under SECTION 4.4)Operative Documents, including, without limitation:, the following: Pledge Agreement (ai) the right to obtain and adjust insurance required require from time to be maintained time each Investor to fund all or any portion of its unfunded Capital Commitment by the Borrower pursuant providing a Capital Call Notice to SECTION 4.3such Investor; (bii) the right to askissue Capital Call Notices from time to time for up to 100% of the unfunded Capital Commitments of the Investors; (iii) in the event any Investor fails to fully fund a required Capital Contribution in accordance with the terms of the applicable Subscription Agreement, demandSide Letter or Operative Document within ten (10) Business Days of the due date set forth in the applicable Capital Call Notice, collect, sue xxx, recover, compromise, receive, and give acquittance and receipts for moneys due (x) the right to deem such Investor a “Defaulting Investor” (as defined in the applicable Subscription Agreement) and to become due under or exercise all rights and remedies afforded to the Pledgor in respect of any of a “Defaulting Investor” under the Borrower's Security applicable Subscription Agreement Collateral; or Operative Document, and (cy) the right to receive, endorse pursue all rights and collect any drafts or other instruments and chattel paper in connection with CLAUSE (a) or (b); (d) to execute and do all such assurances, acts and things remedies which the Borrower ought to do under the covenants and provisions of this Agreement; (e) to take any and all such actions as the Bank may, in its sole and absolute discretion, determine to be necessary or advisable for the purpose of maintaining, preserving or protecting the security constituted by this Agreement or any of the rights, remedies, powers or privileges of the Bank under this Agreement; (f) generally, in the name of the Borrower Pledgor may have at law or in the name of the Bank to exercise all or any of the powers, authorities and discretions conferred on or reserved to the Bank pursuant to this Agreement; (g) to maintain and preserve all of the Borrower's Intellectual Property Collateralequity against such Investor; and (hiv) all collection and enforcement rights and all claims and causes of action arising under or otherwise relating to file such financing statements with respect heretothe Subscription Agreements, with Side Letters or without the Borrower's signatureOperative Documents, whether now accrued or a photocopy of this Agreement in substitution for a financing statement, as the Bank may deem appropriate, and to execute in the Borrower's name such financing statements and continuation statements which may require the Borrower's signaturehereafter accruing. The Borrower Pledgor hereby acknowledges, consents, and agrees acknowledges that the power constitution and appointment of attorney granted pursuant to this SECTION is irrevocable such proxy and attorney-in-fact are coupled with an interest until interest, are given by way of security to secure the performance of the obligations of the Pledgor owed herein, and are irrevocable. The Pledgor hereby ratifies and confirms all that such attorney-in-fact may do or cause to be done by virtue of any provision of this Agreement Agreement. Notwithstanding anything to the contrary in this Section 8, the Bank shall not execute any document or endorse any instrument as the proxy or attorney-in-fact (or agent-in-fact) of the Pledgor unless an Event of Default has occurred and is terminatedcontinuing.

Attorney-in-Fact. Upon the occurrence and during the continuance of any Default or an Event of Default (Default, but for items (a), (b) and (c) below, upon and during continuance of any Event of Default only), the Borrower hereby irrevocably appoints the Bank, and any officer or agent thereof, the Borrower's attorney-in-fact, with full authority in the place and stead of the Borrower and in the name of the Borrower or otherwise, from time to time in the Bank's discretion, to take any and all action and to execute any instrument or other assurance which the Bank may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of the Borrower Senior Lender under SECTION 4.4)the Senior Loan Documents and the terms and conditions of the Senior Loan Subordination Agreement, includingeach Obligor hereby irrevocably makes, without limitation: constitutes and appoints the Purchaser until all of the Obligations (aother than inchoate indemnity obligations) to obtain are paid in full (and adjust insurance required to be maintained any officer of the Purchaser or any Person designated by the Borrower pursuant to SECTION 4.3; Purchaser for that purpose) as such Obligor’s true and lawful proxy and attorney-in-fact (band agent-in-fact) to askin such Obligor’s name, demandplace and stead, collectwith full power of substitution, sue xxx, recover, compromise, receive, and give acquittance and receipts for moneys due and to become due under or in respect of any of the Borrower's Security Agreement Collateral; to: (ci) to receive, endorse and collect any drafts or other instruments and chattel paper in connection with CLAUSE (a) or (b); (d) to execute and do all such assurances, acts and things which the Borrower ought to do under the covenants and provisions of this Agreement; (e) to take any and all such actions as the Bank may, are permitted in its sole and absolute discretion, determine to be necessary or advisable for the purpose of maintaining, preserving or protecting the security constituted by this Agreement or any of the rights, remedies, powers or privileges of the Bank under this Agreement; ; (fii) generally, in the name of the Borrower or in the name of the Bank to exercise all or any of the powers, authorities and discretions conferred on or reserved to the Bank pursuant to this Agreement; (g) to maintain and preserve all of the Borrower's Intellectual Property Collateral; and (h) to file such financing statements with respect hereto, with or without the Borrower's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Bank may deem appropriate, and to execute in the Borrower's name such financing statements and continuation statements which other documents and to do such other acts as the Purchaser may require to perfect and preserve the Borrower's signature. The Borrower hereby acknowledges, consentsPurchaser’s security interest in, and agrees to enforce such interests in the Collateral; (iii) carry out any remedy provided for in this Agreement, including endorsing such Obligor’s name to checks, drafts, instruments and other items of payment, and proceeds of the Collateral, executing change of address forms with the postmaster of the United States Post Office serving the address of such Obligor, changing the address of such Obligor to that of the Purchaser, opening all envelopes addressed to such Obligor and applying any payments contained therein to the Obligations; (iv) sign and endorse the name of such Obligor on any invoice, xxxx of lading, storage or warehouse receipt, assignment, verification and notice, in connection with any Collateral; and (v) give written notices in connection with any Collateral, which power of attorney granted pursuant to this SECTION is irrevocable and coupled with an interest and irrevocable until all of the Obligations are paid in full. Each Obligor hereby acknowledges that the constitution and appointment of such proxy and attorney-in-fact are coupled with an interest and are irrevocable. Each Obligor hereby ratifies and confirms all that such attorney-in-fact may do or cause to be done by virtue of any provision of this Agreement is terminatedAgreement. Notwithstanding the foregoing, the Purchaser shall not have the power to confess judgment on behalf of any Obligor.

Attorney-in-Fact. Upon and during continuance of any Default The Collateral Agent or Event of Default (but for items (a), (b) and (c) below, upon and during continuance of any Event of Default only), the Borrower hereby irrevocably appoints the Bank, and any officer or agent thereof, with full power of substitution, is hereby appointed the Borrower's attorney-in-fact, fact with full authority in the place and stead special power of attorney of the Borrower Sponsor for the purpose of carrying out the provisions of this Agreement and in the name of the Borrower or otherwise, from time to time in the Bank's discretion, to take other Financing Documents and taking any and all action and to execute executing any instrument or other assurance instruments which the Bank Collateral Agent may deem necessary or advisable to accomplish the purposes hereof and thereof, which appointment as attorney-in-fact with special power of attorney is coupled with an interest and irrevocable and, without limiting the generality of the foregoing, which appointment hereby gives the Collateral Agent or any officer or agent thereof the power and right on behalf of the Sponsor, without notice to or assent by the foregoing, to the extent permitted by applicable Government Rules, to do the following when and to the extent it is authorized or directed to do so pursuant to the terms of this Agreement (subject to the rights or any of the Borrower other Financing Documents, provided that, unless otherwise permitted hereunder to do so to perform its functions as Collateral Agent, the Collateral Agent cannot exercise its powers under SECTION 4.4), including, without limitationthis Section 5.09 unless an Event of Default has occurred and is continuing: (a) to obtain ask for, demand, xxx for, collect, receive and adjust insurance required give acquittance for any and all moneys due or to be maintained become due with respect to, and to the extent of, the rights assigned to it by the Borrower pursuant Sponsor to SECTION 4.3the extent of the interest therein of any Secured Party in the Sponsor Collateral; (b) to ask, demand, collect, sue xxx, recover, compromise, receive, take, endorse, assign and give acquittance deliver any and receipts for moneys due all checks, notes, drafts, acceptances, documents and to become due under other negotiable and non-negotiable instruments, documents and chattel paper taken or received by the Collateral Agent in respect of connection with this Agreement or any of the Borrower's Security Agreement Collateralother Financing Documents; (c) to receivecommence, endorse file, prosecute, defend, settle, compromise, adjust, revoke, cancel, annul, move to dismiss or otherwise undo any claim, suit, action or proceeding with respect to the security interests granted for the benefit and collect any drafts or other instruments and chattel paper on behalf of the Secured Parties in connection with CLAUSE (a) or (b)the Sponsor Collateral; (d) to execute sell, transfer, assign or otherwise deal in or with (or to so cause) the Sponsor Collateral or any part thereof pursuant to the terms and do conditions of this Agreement and any of the other Financing Documents; and (e) to do, at its option and at the expense and for the account of the Sponsor at any time or from time to time, all such assurances, acts and things which the Borrower ought Collateral Agent deems necessary to do under protect or preserve the covenants Sponsor Collateral and provisions to realize upon such Sponsor Collateral. The Sponsor agrees to execute and deliver to the Collateral Agent, and register in any applicable public registry in the jurisdiction of this Agreement; (e) to take its organization in which such registration is necessary, a notarized deed constituting such power of attorney. The Collateral Agent shall not be responsible for the negligence or misconduct of any attorney-in-fact selected by it without gross negligence or willful misconduct. The Sponsor hereby confirms and ratifies any and all such actions and things performed or done by the Collateral Agent as the Bank may, in its sole and absolute discretion, determine to be necessary or advisable for the purpose of maintaining, preserving or protecting the security constituted by this Agreement attorney-in-fact or any of the rights, remedies, powers or privileges of the Bank under this Agreement; (f) generally, its representatives hereunder in the name of the Borrower or in the name of the Bank to exercise all or any of the powers, authorities and discretions conferred on or reserved to the Bank each case pursuant to this Agreement; (g) to maintain and preserve all of in accordance with the Borrower's Intellectual Property Collateral; and (h) to file such financing statements with respect hereto, with or without the Borrower's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Bank may deem appropriate, and to execute in the Borrower's name such financing statements and continuation statements which may require the Borrower's signature. The Borrower hereby acknowledges, consents, and agrees that the power of attorney powers granted pursuant to this SECTION is irrevocable and coupled with an interest until this Agreement is terminatedhereunder.

Attorney-in-Fact. Upon (a) For the purpose of allowing the Administrative Agent to exercise its rights and remedies provided in Article 7 following the occurrence and during continuance of any Default or Event of Default (but for items (a), (b) and (c) below, upon and during continuance the continuation of any Event of Default only)Default, the Borrower hereby irrevocably constitutes and appoints the Bank, Administrative Agent its true and any officer or agent thereof, the Borrower's lawful attorney-in-fact, with full authority power of substitution, to complete any part or all of the Project in the place and stead name of the Borrower Borrower, and hereby empowers such attorney or attorneys, following the occurrence and during the continuation of any Event of Default, as follows: (i) To use any unadvanced proceeds of the Loans for the purpose of completing, operating or maintaining any or all of the Project as required by the Material Project Documents. (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 the Project or the Collateral, or any part thereof, unless a bond or other security satisfactory to the Blackstone Representative has been provided; (iv) To execute applications and certificates in the name of the Borrower which reasonably may be required by the Loan Documents or otherwise, from time to time in the Bank's discretion, to take any and all action and to execute any other agreement or instrument executed by or other assurance which the Bank may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights on behalf of the Borrower under SECTION 4.4), including, without limitation:in connection with any or all of the Project; (av) To prosecute and defend all actions or proceedings in connection with any or all of the Project or the Collateral or any part thereof and to obtain take such action and adjust insurance required to be maintained by require such performance as such attorney reasonably deems necessary under any performance and payment bond and the Loan Documents and any Transfer Agreement; (vi) To do any and every lawful act which the Borrower pursuant might do on its behalf with respect to SECTION 4.3;the Collateral or any part thereof or any or all of the Project and to exercise any or all of the Borrower’s 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) to ask, demand, collect, sue xxx, recover, compromise, receive, and give acquittance and receipts for moneys due and to become due under or in respect of any of the Borrower's Security Agreement Collateral; (c) to receive, endorse and collect any drafts or other instruments and chattel paper in connection with CLAUSE (a) or (b); (d) to execute and do all such assurances, acts and things which the Borrower ought to do under the covenants and provisions of this Agreement; (e) to take any and all such actions as the Bank may, in its sole and absolute discretion, determine to be necessary or advisable for the purpose of maintaining, preserving or protecting the security constituted by this Agreement or any of the rights, remedies, powers or privileges of the Bank under this Agreement; (f) generally, in the name of the Borrower or in the name of the Bank to exercise all or any of the powers, authorities and discretions conferred on or reserved to the Bank pursuant to this Agreement; (g) to maintain and preserve all of the Borrower's Intellectual Property Collateral; and (h) to file such financing statements with respect hereto, with or without the Borrower's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Bank may deem appropriate, and to execute in the Borrower's name such financing statements and continuation statements which may require the Borrower's signature. The Borrower hereby acknowledges, consents, and agrees that the This power of attorney granted pursuant shall be deemed to this SECTION is irrevocable and be a power coupled with an interest until this Agreement is terminatedand shall be irrevocable.

Attorney-in-Fact. Upon and during continuance of any Default or Event of Default (but for items (a)) Subject to Obligor's rights under Sections 2.13 through 2.16, (b) and (c) below, upon and during continuance of any Event of Default only), the Borrower Obligor hereby irrevocably constitutes and appoints the Bank, Collateral Agent and any officer or agent thereof, the Borrower's with full power of substitution, as its true and lawful attorney-in-fact, fact with full irrevocable power and authority in the place and stead of the Borrower Obligor and in the name of Obligor or in its own name, for the Borrower or otherwise, from time to time in purpose of carrying out the Bank's discretionprovisions of this Agreement upon the occurrence and during the continuation of an Event of Default, to (x) take any and all appropriate action and to execute any document or instrument that may be necessary or desirable to accomplish the purposes of this Agreement, (y) preserve the validity, perfection and priority of the liens granted by this Agreement and, (z) exercise its rights, remedies, powers and privileges under this Agreement. This appointment as attorney-in-fact is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, Obligor hereby gives the Collateral Agent the power and right, on behalf of Obligor, without notice to or assent by Obligor, upon the occurrence and during the continuation of any Event of Default (i) to ask, demand, collect, xxx for, recover, receive and give receipt and discharge for amounts due and to become due under and in respect of all or any part of the Collateral, (ii) to, in the name of Obligor or its own name, or otherwise, take possession of, receive and indorse and collect any check, Account, Chattel Paper, draft, note, acceptance or other assurance Instrument for the payment of moneys due under any Account or General Intangible, (iii) to file any claims or take any action or proceeding that the Collateral Agent may deem necessary or advisable for the collection of all or any part of the Collateral, (iv) 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 the Collateral, (v) in the case of any Intellectual Property, execute and deliver, and have recorded, any agreement, instrument, document or paper as the Collateral Agent may request to evidence the Collateral Agent's security interest in such Intellectual Property and the goodwill and General Intangibles of Obligor relating thereto or represented thereby, (vi) pay or discharge taxes and Liens levied or placed on or threatened against the Collateral (other than Permitted Liens), effect any repair or pay or discharge any insurance called for by the terms of this Agreement (including all or any part of the premiums therefor and the costs thereof), (vii) execute, in connection with any sale PLEDGE AND SECURITY AGREEMENT (STEAMBOAT GEOTHERMAL) 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 Collateral to make payment of any moneys due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall direct, (B) ask or demand for, collect, and receive payment of and receipt for, any moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral, (C) sign and indorse any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipt, draft against debtors, assignment, verification, notice and other document in connection with any Collateral, (D) commence and prosecute any suit, action or proceeding at law or in equity in any court of competent jurisdiction to collect any Collateral and to enforce any other right in respect of any Collateral, (E) defend any suit, action or proceeding brought against Obligor with respect to any Collateral, (F) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or releases as the Collateral Agent may deem appropriate, (G) assign any Copyright, Patent or Trademark (along with the goodwill of the business to which any such Trademark pertains) throughout the Bank world for such term or terms, on such conditions, and in such manner as the Collateral Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment and (H) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any Collateral as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes, and do, at the Collateral Agent's option and Obligor's expense, at any time, or from time to time, all acts and things that the Collateral Agent reasonably deems necessary to protect, preserve or realize upon the Collateral and the Collateral Agent's and the other Secured Parties' security interests therein and to effect the intent of this Agreement, all as fully and effectively as Obligor might do. (b) Without limiting the rights and powers of the Collateral Agent under Section 2.12(a), Obligor hereby appoints the Collateral Agent as its attorney-in-fact, effective the date of this Agreement and terminating upon the Discharge Date, for the purpose of, upon the occurrence and during the continuation of an Event of Default, (i) executing on behalf of Obligor title or ownership applications for filing with appropriate state agencies to enable Motor Vehicles now owned or in the future acquired by Obligor to be retitled and the Collateral Agent to be listed as lien holder 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 name of, Obligor as the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of the Borrower under SECTION 4.4), including, without limitation: (a) to obtain and adjust insurance required to be maintained by the Borrower pursuant to SECTION 4.3; (b) to ask, demand, collect, sue xxx, recover, compromise, receive, and give acquittance and receipts for moneys due and to become due under or in respect of any of the Borrower's Security Agreement Collateral; (c) to receive, endorse and collect any drafts or other instruments and chattel paper in connection with CLAUSE (a) or (b); (d) to execute and do all such assurances, acts and things which the Borrower ought to do under the covenants and provisions of this Agreement; (e) to take any and all such actions as the Bank may, in its sole and absolute discretion, determine to be necessary or advisable for including the purpose of maintaining, preserving or protecting creating in favor of the security constituted by this Agreement or any of Collateral Agent a perfected lien on the Motor Vehicles and exercising the rights, remedies, powers or and privileges of the Bank Collateral Agent under this Agreement; (f) generally, in the name of the Borrower or in the name of the Bank to exercise all or any of the powers, authorities and discretions conferred on or reserved to the Bank pursuant to this Agreement; (g) to maintain and preserve all of the Borrower's Intellectual Property Collateral; and (h) to file such financing statements with respect hereto, with or without the Borrower's signature, or a photocopy of this Agreement in substitution for a financing statement, Section 5.01). This appointment as the Bank may deem appropriate, and to execute in the Borrower's name such financing statements and continuation statements which may require the Borrower's signature. The Borrower hereby acknowledges, consents, and agrees that the power of attorney granted pursuant to this SECTION attorney-in-fact is irrevocable and coupled with an interest. (c) Without limiting the rights and powers of the Collateral Agent under Section 2.12(a), Obligor hereby appoints the Collateral Agent as its attorney-in-fact, effective the date of this Agreement and terminating upon the Discharge Date, at the Collateral Agent's option, but without any obligation so to do, for the purpose of PLEDGE AND SECURITY AGREEMENT (STEAMBOAT GEOTHERMAL) performing, executing, and filing all such contracts, agreements and other documents as are contemplated by Section 2.11(b). This appointment as attorney-in-fact is irrevocable and coupled with an interest. (d) The expenses of the Collateral Agent incurred in connection with actions undertaken as provided in this Section 2.12, together with interest thereon at a rate per annum equal to the rate per annum at which interest would then be payable on past due Notes under the Indenture, from the date of payment by the Collateral Agent to the date reimbursed by Obligor, shall be payable by Obligor to the Collateral Agent on demand and shall constitute Secured Obligations and be secured by the Liens of the Collateral Documents. (e) Obligor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminatedterminated and the security interests created hereby are released.

Attorney-in-Fact. Upon and during continuance The Administrator shall not be liable for any delay, neglect, or failure to effect collection of any Default Proceeds or Event of Default (but for items (a), (b) and (c) below, upon and during continuance of any Event of Default only), the Borrower hereby irrevocably appoints the Bank, and any officer or agent thereof, the Borrower's attorney-in-fact, with full authority in the place and stead of the Borrower and in the name of the Borrower or otherwise, from time to time in the Bank's discretion, to take any and all other action and to execute any instrument or other assurance which the Bank may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of the Borrower under SECTION 4.4), including, without limitation: (a) to obtain and adjust insurance required to be maintained by the Borrower pursuant to SECTION 4.3; (b) to ask, demand, collect, sue xxx, recover, compromise, receive, and give acquittance and receipts for moneys due and to become due under or in respect of any of the Borrower's Security Agreement Collateral; (c) to receive, endorse and collect any drafts or other instruments and chattel paper in connection with CLAUSE (a) therewith or (b); (d) to execute and do all such assuranceshereunder; but the Administrator shall have the right, acts and things which the Borrower ought to do under the covenants and provisions of this Agreement; (e) to take any and all such actions as the Bank may, in at its sole and absolute discretion, determine to be necessary or advisable for the purpose of maintaining, preserving or protecting the security constituted by this Agreement or any of the rights, remedies, powers or privileges of the Bank under this Agreement; (f) generallyelection, in the name of the Borrower Shipowner or otherwise, to prosecute and defend any and all actions or legal proceedings deemed advisable by the Administrator in order to collect such Proceeds and to protect the interests of the Administrator, and/or the Shipowner, with all costs, expenses and attorneys’ fees incurred in connection therewith being paid by the Shipowner. The Shipowner does hereby irrevocably appoint and constitute the Administrator as the Shipowner’s true and lawful attorney-in-fact with full power (in the name of the Bank Shipowner or otherwise), to exercise ask, require, demand, receive, compound, and give acquittance for any and all Proceeds, to endorse any checks or any of the powersother instruments or orders in connection therewith, authorities and discretions conferred on or reserved to the Bank pursuant to this Agreement; (g) to maintain and preserve all of the Borrower's Intellectual Property Collateral; and (h) to file such financing statements with respect hereto, with any claims or without take any action or institute any proceedings which the Borrower's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Bank Administrator may deem appropriateto be necessary or advisable in the premises, and to execute in file, without the Borrower's name such signature of the Shipowner, any and all financing statements or similar documents, other instruments, documents or agreements or renewals thereof arising from this Assignment which the Administrator may deem to be reasonably necessary or advisable in order to perfect or maintain the security interest granted hereby; provided, however, the Administrator shall not take any action pursuant to the power granted by this Section unless a Default shall have occurred and continuation statements which may require be continuing. Such appointment of the Borrower's signatureAdministrator as attorney-in-fact is irrevocable and is coupled with an interest. The Borrower hereby acknowledges, consents, and agrees parties agree that the grant of the power of attorney granted pursuant set forth in this Section shall not be deemed to this SECTION is irrevocable and coupled with an interest until this Agreement is terminatedcreate any obligation on the part of the Administrator to take any one or more of the actions described herein.

Attorney-in-Fact. Upon and during continuance of any Default or Event of Default (but for items (a), (b) and (c) below, upon and during continuance of any Event of Default only), the Borrower Pledgor hereby irrevocably appoints the BankCollateral Agent, and on behalf of the Secured Parties, or any Person, officer or agent thereofwhom the Collateral Agent may designate, the Borrower's as its true and lawful attorney-in-factfact and proxy, with full irrevocable power and authority in the place and stead of the Borrower Pledgor and in the name of the Borrower Pledgor or otherwisein its own name, at Pledgor's cost and expense, from time to time upon the occurrence and during the continuance of an Event of Default in the BankCollateral Agent's discretion, reasonable discretion to take any and all action and to execute any instrument or other assurance which the Bank Collateral Agent may reasonably deem necessary or advisable to accomplish the purposes of enforce its rights under this Agreement (subject to the rights of the Borrower under SECTION 4.4)Agreement, including, without limitation: (a) to obtain and adjust insurance required to be maintained by the Borrower pursuant to SECTION 4.3; (b) to ask, demand, collect, sue xxx, recover, compromise, receive, and give acquittance and receipts for moneys due and to become due under or in respect of any of the Borrower's Security Agreement Collateral; (c) authority to receive, endorse and collect all instruments made payable to Pledgor representing any drafts distribution, interest payment or other instruments and chattel paper payment in connection with CLAUSE (a) respect of the Pledged Collateral or (b); (d) to execute and do all such assurances, acts and things which the Borrower ought to do under the covenants and provisions of this Agreement; (e) to take any and all such actions as the Bank may, in its sole and absolute discretion, determine part thereof to be necessary or advisable paid over to the Collateral Agent pursuant to Section 2.3(c) and to give full discharge for the purpose of maintaining, preserving or protecting the security constituted by this Agreement or any of the rights, remedies, powers or privileges of the Bank under this Agreement; (f) generally, in the name of the Borrower or in the name of the Bank to exercise all or any of the powers, authorities and discretions conferred on or reserved to the Bank pursuant to this Agreement; (g) to maintain and preserve all of the Borrower's Intellectual Property Collateral; and (h) to file such financing statements with respect hereto, with or without the Borrower's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Bank may deem appropriatesame, and to execute vote or grant any consent in respect of the Borrower's name such financing statements and continuation statements which may require Pledged Shares authorized by Section 2.3(b). (b) Pledgor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof, in each case pursuant to the Borrower's signaturepowers granted hereunder. The Borrower Pledgor hereby acknowledges, consents, acknowledges and agrees that the power Collateral Agent shall have no fiduciary duties to Pledgor and Pledgor hereby waives any claims or rights of attorney granted pursuant to this SECTION is irrevocable and coupled with an interest until this Agreement is terminateda beneficiary of a fiduciary relationship hereunder.

Attorney-in-Fact. Upon and during continuance of any Default or Event of Default (but for items (a), (b) and (c) below, upon and during continuance of any Event of Default only), The Secured Party is hereby appointed the Borrower hereby irrevocably appoints the Bank, and any officer or agent thereof, the Borrower's attorney-in-fact, with full authority in the place and stead fact of the Borrower Company for the purpose of carrying out the provisions of this Agreement and in the name of the Borrower or otherwise, from time to time in the Bank's discretion, to take taking any and all action and to execute executing any instrument or other assurance instruments which the Bank Secured Party may deem necessary or advisable to accomplish the purposes of this Agreement, to preserve the validity, perfection and priority of the Lien granted by this Agreement (subject to the rights of the Borrower under SECTION 4.4), including, without limitation: , the filing or recording of such financing statements as Secured Party may deem appropriate or necessary) and, following any Default, to exercise its rights, remedies, powers and privileges under this Agreement. This appointment as attorney-in-fact is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Secured Party shall be entitled under this Agreement upon the occurrence and continuation of any Default (a) to obtain and adjust insurance required to be maintained by the Borrower pursuant to SECTION 4.3; (bi) to ask, demand, collect, sue xxx, recover, compromise, receive, receive and give acquittance receipt and receipts discharge for moneys amounts due and to become due under or and in respect of all or any part of the Borrower's Security Agreement Collateral; ; (cii) to receive, endorse and collect any drafts instruments or other instruments drafts, instruments, documents and chattel paper in connection with CLAUSE clause (ai) above (including any draft or check representing the proceeds of insurance or the return of unearned premiums); (b); (diii) to execute and do all such assurances, acts and things which the Borrower ought to do under the covenants and provisions of this Agreement; (e) to file any claims or take any and all such actions as action or proceeding that the Bank may, in its sole and absolute discretion, determine to be Secured Party may deem necessary or advisable for the purpose collection of maintainingall or any part of the Collateral, preserving including the collection of any compensation due and to become due under any contract or protecting agreement with respect to all or any part of the security constituted by Collateral; and (iv) to execute, in connection with any sale or disposition of the Collateral under Section 4, any endorsements, assignments, bills of sale or other instruments of conveyance or transfer with respect to all or any part of the Collateral. (b) So long as no Default shall have occurred and be continuing, the Company shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Collateral for all purposes not inconsistent with the terms of this Agreement. (c) If any Default shall have occurred and be continuing, and whether or not the Secured Party exercises any available right to declare any Secured Obligation due and payable or seeks or pursues any other right, remedy, power or privilege available to it under applicable law, this Agreement or any of other Basic Document, all payments and other distributions on the rights, remedies, powers or privileges of the Bank under this Agreement; (f) generally, in the name of the Borrower or in the name of the Bank to exercise all or any of the powers, authorities and discretions conferred on or reserved Collateral shall be paid directly to the Bank pursuant to this Agreement; (g) to maintain Secured Party or its designee, retained by it and preserve all of the Borrower's Intellectual Property Collateral; and (h) to file such financing statements with respect hereto, with or without the Borrower's signature, or a photocopy of this Agreement applied as set forth in substitution for a financing statement, as the Bank may deem appropriate, and to execute in the Borrower's name such financing statements and continuation statements which may require the Borrower's signature. The Borrower hereby acknowledges, consents, and agrees that the power of attorney granted pursuant to this SECTION is irrevocable and coupled with an interest until this Agreement is terminatedSection 4.04.

Attorney-in-Fact. Upon For the purpose of enabling the Collateral Agent to exercise rights and during continuance of any Default or Event of Default (but for items (a)remedies under this Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, (b) and (c) below, upon and during continuance of any Event of Default only), the Borrower each Debtor hereby irrevocably constitutes and appoints the Bank, and any officer or agent thereof, the Borrower's Collateral Agent as its attorney-in-fact, with full authority in power of substitution, with authority, exercisable upon the place occurrence and stead during the continuation of an Event of Default, with respect to the Collateral, to: (a) collect all Accounts, endorse its name on any note, acceptance, Negotiable Collateral, check, draft, money order or other evidence of debt or of payment which constitutes a portion of the Borrower Collateral and which may come into the possession of the Collateral Agent, (b) take such action, execute such documents, and perform such work, as the Collateral Agent may deem appropriate in exercise of the rights and remedies granted the Collateral Agent herein or in any other Transaction Document, in each case in accordance with the terms of this Agreement, (c) compromise and settle or to sell, assign or transfer or to ask, collect, receive or issue any and all claims possessed by the Debtors which constitute a portion of the Collateral, all in the name of the Borrower or otherwiseDebtors, from time to time in the Bank's discretion, to take any and all action and to execute any instrument or other assurance which the Bank may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of the Borrower under SECTION 4.4), including, without limitation: (a) to obtain and adjust insurance required to be maintained by the Borrower pursuant to SECTION 4.3; (b) to ask, demand, collect, sue xxx, recover, compromise, receive, and give acquittance and receipts for moneys due and to become due under or in respect of any of the Borrower's Security Agreement Collateral; (c) to receive, endorse and collect any drafts or other instruments and chattel paper in connection with CLAUSE (a) or (b); (d) to execute transfer and do all such assurances, acts and things which the Borrower ought to do under the covenants and provisions of this Agreement; (e) to take any and all such actions as the Bank may, register in its sole and absolute discretion, determine to be necessary or advisable for the purpose of maintaining, preserving or protecting the security constituted by this Agreement or any of the rights, remedies, powers or privileges of the Bank under this Agreement; (f) generally, in the name of the Borrower or in the name of its nominee the Bank to exercise all whole or any part of the powersPledged Collateral, authorities (e) vote the Pledged Equity, with full power of substitution to do so, (f) receive and discretions conferred on collect any dividend or reserved other payment or distribution in respect of, or in exchange for, the Pledged Collateral or any portion thereof, to give full discharge for the Bank pursuant same and to this Agreement; indorse any instrument made payable to any Debtor for same, (g) exercise all other rights, powers, privileges and remedies to maintain and preserve all which a holder of the Borrower's Intellectual Property Collateral; and Pledged Collateral would be entitled (including, with respect to the Pledged Equity, giving or withholding written consents of members, calling special meetings of members and voting at such meetings), and (h) generally to file do such financing statements other things and acts in the name of any Debtor with respect hereto, to the Collateral as are necessary or appropriate to protect or enforce the rights of the Collateral Agent hereunder or under any other Transaction Document. The powers of attorney granted herein are coupled with or without an interest and shall be irrevocable prior to the Borrower's signature, or a photocopy termination of this Agreement in substitution accordance with Section 21 hereof. To the extent permitted by law, each Debtor hereby ratifies all that said attorney-in-fact shall lawfully do or cause to be done. The powers conferred on the Collateral Agent hereunder are solely to protect its interests in the Collateral and shall not impose any duty upon it to exercise any such powers. The Collateral Agent shall be accountable only for the amounts that it receives as a financing statementresult of the exercise of such powers, and neither it nor any of its officers, directors, employees or agents shall be responsible to the Debtors for any act or failure to act, except for the Collateral Agent’s or such other Person’s willful misconduct and/or gross negligence, as determined by a final, non-appealable order of a court having jurisdiction over the Bank may deem appropriate, and to execute in subject matter. To the Borrower's name such financing statements and continuation statements which may require the Borrower's signature. The Borrower hereby acknowledges, consents, and agrees extent that the power Collateral Agent shall incur any costs or pay any expenses in connection with its rights hereunder, including any costs or expenses of attorney granted pursuant to this SECTION is irrevocable and coupled with an interest until this Agreement is terminatedlitigation associated therewith, such costs, expenses or payments shall be governed by Section 9.2 of the Purchase Agreement.

Attorney-in-Fact. Upon and during continuance of any Default or Event of Default (but for items (a), (b) and (c) below, upon and during continuance of any Event of Default only), the Borrower hereby irrevocably The Pledgor appoints the BankLender, its successors and any officer or agent thereofassigns, as the BorrowerPledgor's true and lawful attorney-in-fact, with full authority in power of substitution, for the place purposes of carrying out the provisions of this Agreement and stead of the Borrower and in the name of the Borrower or otherwise, from time to time in the Bank's discretion, to take taking any and all action and to execute executing any instrument or other assurance instruments which the Bank such attorney-in-fact may deem necessary or advisable to accomplish the purposes of this Agreement (subject to purpose hereof, which attorney-in-fact is irrevocable and coupled with an interest. Without limiting the rights generality of the Borrower under SECTION 4.4)foregoing, includingthe Pledgor hereby irrevocably authorizes and empowers the Lender, without limitation: (a) during the continuance of any Event of Default and at the expense of the Pledgor, either in the Lender's own name or in the name of the Pledgor, at any time and from time to obtain and adjust insurance required to be maintained by the Borrower pursuant to SECTION 4.3; (b) time, to ask, demand, collect, sue xxx, recover, compromise, receive, receipt for, xxx for, compound and give acquittance acquaintance for, any and receipts for moneys due and all sums or properties that may be or become due, payable or distributable to become due under or in respect of the Collateral or that constitute a part thereof, with full power to settle, adjust or compromise any of the Borrower's Security Agreement Collateral; (c) to receive, endorse and collect any drafts claim thereunder or other instruments and chattel paper in connection with CLAUSE (a) or (b); (d) to execute and do all such assurances, acts and things which the Borrower ought to do under the covenants and provisions of this Agreement; (e) to take any and all such actions therefore as fully as the Bank mayPledgor could himself do, in its sole and absolute discretion, determine to be necessary endorse or advisable for the purpose of maintaining, preserving or protecting the security constituted by this Agreement or any of the rights, remedies, powers or privileges of the Bank under this Agreement; (f) generally, in sign the name of the Borrower Pledgor on all documents of satisfaction, discharge or receipt required or requested in connection therewith and, in its discretion, to file any claim or take any action or proceeding, either in its own name or in the name of the Bank Pledgor or otherwise, that the Lender may deem necessary or appropriate to exercise all collect or otherwise realize upon any of the powers, authorities and discretions conferred on or reserved to the Bank pursuant to this Agreement; (g) to maintain and preserve all of the Borrower's Intellectual Property Collateral; and (h) , or effect a transfer thereof, or that may be necessary or appropriate to protect and preserve the right, title and interest of the Lender in and to the Collateral and the security intended to the afforded thereby. The Pledgor hereby authorizes the Lender to file such financing statements with under the Code describing the Collateral in any filing offices selected by the Lender. The Pledgor recognizes that the Lender may from time to time purchase Collateral at the Pledgor's request or establish an account in which the Borrowers' interests (including, without limitation, a "safekeeping account") in respect heretoof the Collateral shall be held or add additional accounts, with whether attributable to new investment categories selected by the Borrower or without the Borrower's signature, on account of certificate of deposits or a photocopy certificate of this Agreement in substitution for a financing statement, as the Bank may deem appropriate, and to execute in the Borrower's name such financing statements and continuation statements which may require the Borrower's signaturedeposit accounts. The Borrower hereby acknowledgesauthorizes the Lender to make any such purchases, consentschanges and additions, whether with or without notice to Borrower, and such purchases, changes and additions shall be effective immediately and agrees that such purchases, accounts, and the power of attorney granted pursuant to this SECTION is irrevocable and coupled with an interest until this Agreement is terminatedcontents thereof shall, whenever purchased, created, deposited, or acquired, constitute Collateral hereunder.

Attorney-in-Fact. Upon and during continuance of any Default or Event of Default (but for items (a), (b) and (c) below, upon and during continuance of any Event of Default only), the Borrower The Grantor hereby irrevocably nominates and appoints the Bank, and any officer or agent thereof, the Borrower's Collateral Agent as its attorney-in-fact, with full authority in fact for the place following purposes: (a) following Collateral Agent’s request thereof and stead of the Borrower and in Grantor’s failure to perform within the name of the Borrower time frame permitted by this Agreement or otherwise, from time to time in the Bank's discretionany other Collateral Document, to take any do all acts and all action and to execute any instrument or other assurance things which the Bank Collateral Agent may deem necessary or advisable to accomplish perfect and to continue to perfect the purposes of security interests created by this Agreement (subject or any other Collateral Document and, upon the occurrence and during the continuance of an Event of Default, to preserve, process, develop, maintain and protect the rights of the Borrower under SECTION 4.4), including, without limitation: (a) to obtain and adjust insurance required to be maintained by the Borrower pursuant to SECTION 4.3Collateral or Mortgaged Property; (b) upon the occurrence and during the continuance of an Event of Default, to askdo any and every act which the Grantor is obligated to do under this Agreement or any other Collateral Document, demand, collect, sue xxx, recover, compromise, receive, and give acquittance and receipts for moneys due and to become due under or in respect of any at the expense of the Borrower's Security Agreement CollateralGrantor and without any obligation to do so; (c) following Collateral Agent’s request thereof and the Grantor’s failure to receive, endorse and collect any drafts or other instruments and chattel paper in connection with CLAUSE (a) or (b); (d) to execute and do all such assurances, acts and things which perform within the Borrower ought to do under the covenants and provisions of time frame permitted by this Agreement; (e) , to take any and all such actions as the Bank mayprepare, in its sole and absolute discretionsign, determine to be necessary or advisable file and/or record, for the purpose of maintaining, preserving or protecting the security constituted by this Agreement or any of the rights, remedies, powers or privileges of the Bank under this Agreement; (f) generallyGrantor, in the name of the Borrower Grantor, any financing statement, application for registration, or like paper, and to take any other action deemed by Collateral Agent necessary or desirable in order to perfect or maintain perfected the name of the Bank to exercise all security interests granted hereby or any of the powers, authorities and discretions conferred on or reserved to the Bank pursuant to this Agreement; (g) to maintain and preserve all of the Borrower's Intellectual Property Collateralother Collateral Document; and (hd) upon the occurrence and during the continuance of an Event of Default, to file such financing statements execute any and all papers and instruments and do all other things necessary or desirable to preserve and protect the Collateral or Mortgaged Property and to protect Collateral Agent’s security interests therein or liens thereon; provided, however, that Collateral Agent shall be under no obligation whatsoever to take any of the foregoing actions, and, absent bad faith or actual malice, Collateral Agent shall have no liability or responsibility for any act taken or omission with respect hereto, with or without the Borrower's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Bank may deem appropriate, and to execute in the Borrower's name such financing statements and continuation statements which may require the Borrower's signature. The Borrower hereby acknowledges, consents, and agrees that the power of attorney granted pursuant to this SECTION is irrevocable and coupled with an interest until this Agreement is terminatedthereto.

Attorney-in-Fact. Upon and during continuance of Without limiting any Default rights or powers granted by this Agreement to Saskco while no Event of Default (but for items (a), (b) has occurred and (c) belowis continuing, upon the occurrence and during the continuance of any Event of Default only), Saskco is hereby appointed the Borrower hereby irrevocably appoints the Bank, and any officer or agent thereof, the Borrower's attorney-in-fact, fact with full authority in the place and stead powers of substitution of the Borrower Guarantor for the purpose of carrying out the provisions of this Section 7 and in the name of the Borrower or otherwise, from time to time in the Bank's discretion, to take taking any and all action and to execute executing any instrument or other assurance which the Bank instruments that Saskco may deem necessary or advisable to accomplish the purposes of this Agreement (subject to hereof, which appointment as attorney-in-fact is irrevocable and coupled with an interest. Without limiting the rights generality of the Borrower under SECTION 4.4)foregoing, including, without limitation: (a) so long as Saskco shall be entitled under this Section 7 to obtain and adjust insurance required to be maintained by the Borrower pursuant to SECTION 4.3; (b) to ask, demand, collect, sue xxx, recover, compromise, receive, and give acquittance and receipts for moneys due and to become due under or make collections in respect of any of the Borrower's Security Agreement Collateral; (c) , Saskco shall have the right and power to receive, endorse and collect all checks made payable to the order of the Guarantor representing any drafts dividend, payment or other instruments distribution in respect of the Collateral or any part thereof and chattel paper in connection with CLAUSE (a) or to give full discharge for the same and (b); (d) to execute and do all the Agent, as assignee of Saskco, as described in Section 8.05(b) hereof, or such assurances, acts and things which the Borrower ought to do under the covenants and provisions of this Agreement; (e) to take any and all such actions Person as the Bank mayAgent shall designate, in its sole and absolute discretion, determine to be necessary or advisable shall act as such attorney-in-fact. The attorney-in-fact for the purpose of maintainingGuarantor shall have full power to endorse or transfer, preserving or protecting both, the security constituted by this Agreement Pledged Stock or any of them to the rightsAgent, remediesits nominees or transferees, powers and the Agent and its nominees or privileges of the Bank under this Agreement; (f) generally, in the name of the Borrower or in the name of the Bank transferees are hereby empowered to exercise all or any rights and powers and to perform all acts of the powers, authorities and discretions conferred on or reserved ownership with respect to the Bank pursuant Pledged Stock to this Agreement; (g) to maintain and preserve all of the Borrower's Intellectual Property Collateral; and (h) to file such financing statements with respect hereto, with or without the Borrower's signature, or a photocopy of this Agreement in substitution for a financing statement, same extent as the Bank may deem appropriateGuarantor might do, and any consequent outlay and expense shall be payable by the Guarantor on demand with interest at the per annum rate of interest from time to execute time in effect under the Borrower's name such financing statements and continuation statements which may require the Borrower's signatureCredit Agreement. The Borrower hereby acknowledges, consents, and agrees that the power of attorney herein granted pursuant is in addition to this SECTION is irrevocable and coupled not in substitution of, any stock power of attorney delivered by the Guarantor with an interest until this Agreement is terminateddelivery of the Pledged Stock, and such powers and attorney may be relied upon by Saskco and the Agent severally or in combination.

Attorney-in-Fact. Upon The Administrative Agent shall hereby have the right, and during continuance of any Default or Event of Default (but for items (a), (b) and (c) below, upon and during continuance of any Event of Default only), the each Borrower hereby irrevocably makes, constitutes, and appoints the BankAdministrative Agent (and all officers, employees, or agents designated by the Administrative Agent) as its true and any officer or agent thereof, the Borrower's lawful attorney-in-factfact and agent, with full authority in the place and stead power of the Borrower and in the name of the Borrower or otherwisesubstitution, from time to time in following the Bank's discretion, to take any occurrence of an Event of Default which is continuing and all action and to execute any instrument or other assurance which the Bank may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of the Borrower under SECTION 4.4), including, without limitation: assent by such Borrower: (a) to obtain and adjust insurance required to be maintained by the Borrower pursuant to SECTION 4.3; effectuate, in such Borrower’s name, such Borrower’s obligations under this Agreement, (b) in such Borrower’s or Administrative Agent’s name: (i) to askdemand payment of the Accounts, demand(ii) to enforce payment of the Accounts, collectby legal proceedings or otherwise, sue xxx(iii) to exercise all of such Borrower’s rights and remedies with respect to the collection of the Accounts and any other Collateral, recover(iv) to settle, adjust, compromise, receiveextend, or renew the Accounts, (v) to settle, adjust, or compromise any legal proceedings brought to collect the Accounts, (vi) if permitted by applicable Law, to sell or assign the Accounts and other Collateral, (vii) to take control, in any manner, of any item of payment or Proceeds relating to any Collateral, (viii) to prepare, file, and give acquittance sign such Borrower’s name on a proof of claim in a bankruptcy against any Account Debtor or on any notice of Lien, assignment, or satisfaction of Lien in connection with any Accounts, (ix) to do all acts and receipts things reasonably necessary, in the Administrative Agent’s good faith discretion, to fulfill such Borrower’s obligations under this Agreement, (x) to endorse the name of such Borrower upon any of the items of payment or Proceeds relating to any Collateral and deposit the same to any deposit account over which the Administrative Agent has control, (xi) to endorse the name of such Borrower upon any Chattel Paper, document, Instrument, invoice, freight xxxx, xxxx of lading, or similar document or agreement relating to the Accounts, Inventory and any other Collateral, (xii) to use such Borrower’s stationery and sign the name of such Borrower to verifications of the Accounts and notices thereof to Account Debtors, (xiii) to use the information recorded on or contained in any data processing equipment and computer hardware and software relating to the Accounts, Inventory, and any other Collateral to which such Borrower has access, (xiv) to make and adjust claims under such policies of insurance insuring the Collateral, receive and endorse the name of such Borrower on any check, draft, instrument or other item of payment for moneys due the proceeds of such policies, and make all determinations with respect to such policies, and (xv) to notify post office authorities to change the address for delivery of such Borrower’s mail to an address designated by the Administrative Agent, receive and open all mail addressed to such Borrower, and, after removing all collections of the Accounts, forward the mail to such Borrower, (c) to pay or discharge taxes or Liens levied against the Collateral; (d) to the extent not inconsistent with the applicable Lockbox Agreement and Deposit Account Agreement, and Deposit Account Control Letter to take all action necessary to grant the Administrative Agent sole access to any lockbox or Deposit Account of such Borrower or any other Borrower, (e) to contact Account Debtors to pay any collections of Accounts to the Lockbox, (f) upon notice to the Borrower Representative, to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral and to become due under or enforce any other right in respect of any of Collateral; (g) upon notice to the Borrower's Security Agreement Borrower Representative, to defend any suit, action or proceeding brought against a Borrower with respect to any Collateral; ; (ch) upon notice to the Borrower Representative, to settle, compromise or adjust any such suit, action or proceeding; (i) to receivesell, endorse transfer, pledge, or make any agreement with respect to the Collateral; and collect any drafts or other instruments and chattel paper in connection with CLAUSE (a) or (b); (dj) to execute do, at the Administrative Agent’s option and do the Borrowers’ expense, at any time, or from time to time, all such assurances, acts and things which the Borrower ought Administrative Agent reasonably deems necessary to do under protect, preserve or realize upon the covenants and provisions of this Agreement; (e) to take any and all such actions as the Bank may, in its sole and absolute discretion, determine to be necessary or advisable for the purpose of maintaining, preserving or protecting the security constituted by this Agreement or any of the rights, remedies, powers or privileges of the Bank under this Agreement; (f) generally, in the name of the Borrower or in the name of the Bank to exercise all or any of the powers, authorities and discretions conferred on or reserved to the Bank pursuant to this Agreement; (g) to maintain and preserve all of the Borrower's Intellectual Property Collateral; and (h) to file such financing statements with respect hereto, with or without the Borrower's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Bank may deem appropriate, and to execute in the Borrower's name such financing statements and continuation statements which may require the Borrower's signature. The Borrower hereby acknowledges, consents, and agrees that the power of attorney granted pursuant to this SECTION is irrevocable and coupled with an interest until this Agreement is terminated.

Attorney-in-Fact. Upon (a) For the purpose of allowing the Collateral Agent to exercise its rights and remedies provided in Article 8 following the occurrence and during continuance the continuation of any Default or an Event of Default (but for items (a)Default, (b) and (c) below, upon and during continuance of any Event of Default only), the Borrower hereby irrevocably constitutes and appoints the Bank, Collateral Agent its true and any officer or agent thereof, the Borrower's attorney-in-lawful attorney in fact, with full authority in power of substitution, with respect to the place Collateral, and stead hereby empowers such attorney or attorneys as follows: (i) To pay, settle or compromise all bills and claims which may be or become Liens or security interests against any or all of the Borrower Funded Projects or the Collateral, or any part thereof, unless a bond or other security satisfactory to the Collateral Agent has been provided; (ii) To execute applications and certificates in the name of the Borrower or otherwisethe Subsidiary Guarantors which reasonably may be required by the Financing Documents or any other agreement or instrument executed by or on behalf of Borrower or the Subsidiary Guarantors in connection with the Collateral; (iii) To prosecute and defend all actions or proceedings in connection with any or all the Collateral or any 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 Financing Documents; (iv) To do any and every act which Borrower or the Subsidiary Guarantors might do on their behalf with respect to the Collateral or any part thereof and to exercise any or all of their rights and remedies under any or all of the Project Documents; and (v) To use any funds contained in any Collateral Account, including without limitation the Debt Service Reserve Account, to pay interest and principal on the Loans as accrued from time to time in the Bank's discretion, to take any and all action and to execute any instrument or other assurance which the Bank may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of the Borrower under SECTION 4.4), including, without limitation: (a) to obtain and adjust insurance required to be maintained by the Borrower pursuant to SECTION 4.3;time. (b) to ask, demand, collect, sue xxx, recover, compromise, receive, and give acquittance and receipts for moneys due and to become due under or in respect of any of the Borrower's Security Agreement Collateral; (c) to receive, endorse and collect any drafts or other instruments and chattel paper in connection with CLAUSE (a) or (b); (d) to execute and do all such assurances, acts and things which the Borrower ought to do under the covenants and provisions of this Agreement; (e) to take any and all such actions as the Bank may, in its sole and absolute discretion, determine to be necessary or advisable for the purpose of maintaining, preserving or protecting the security constituted by this Agreement or any of the rights, remedies, powers or privileges of the Bank under this Agreement; (f) generally, in the name of the Borrower or in the name of the Bank to exercise all or any of the powers, authorities and discretions conferred on or reserved to the Bank pursuant to this Agreement; (g) to maintain and preserve all of the Borrower's Intellectual Property Collateral; and (h) to file such financing statements with respect hereto, with or without the Borrower's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Bank may deem appropriate, and to execute in the Borrower's name such financing statements and continuation statements which may require the Borrower's signature. The Borrower hereby acknowledges, consents, and agrees that the This power of attorney granted pursuant shall be deemed to this SECTION is irrevocable and be a power coupled with an interest until this Agreement is terminatedand shall be irrevocable.

Attorney-in-Fact. Upon and during continuance of any Default or Event of Default (but for items (a)) Subject to the rights of that Obligor under Sections 2.06, 2.07, 2.08 and 2.09, each Obligor hereby appoints the Administrative Agent its attorney-in-fact effective on the Signing Date and terminating upon the termination of this Agreement for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instruments that the Administrative Agent may deem necessary or advisable to accomplish the purposes of this Agreement, to preserve the validity, perfection and priority (bsubject only to Liens permitted under Section 7.10 of the Credit Agreement) of the Liens granted by this Agreement and, following any Default, to exercise its rights, remedies, powers and (c) belowprivileges under this Agreement. This appointment as attorney-in-fact is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Administrative Agent shall be entitled under this Agreement upon the occurrence and during continuance continuation of any Event of Default only(or, in respect of Section 3.01, any Default) (i) to ask, demand, collect, xxx for, recover, receive and give receipt and discharge for amounts due and to become due under and in respect of all or any part of the Collateral; (ii) to receive, endorse and collect any Instruments or other drafts, instruments, documents and chattel paper in connection with clause (i) above (including any draft or check representing the proceeds of insurance or the return of unearned premiums); (iii) to file any claims or take any action or proceeding that the Administrative Agent may deem necessary or advisable for the collection of all or any part of the Collateral, including the collection of any compensation due and to become due under any contract or agreement with respect to all or any part of the Collateral; and (iv) to execute, in connection with any sale or disposition of the Collateral under Section 6.01, any endorsements, assignments, bills of sale or other instruments of conveyance or transfer with respect to all or any part of the Collateral. (b) Without limiting the rights and powers of the Administrative Agent under Section 2.05(a), the Borrower each Obligor hereby irrevocably appoints the Bank, and any officer or agent thereof, the Borrower's Administrative Agent as its attorney-in-fact, effective the Signing Date and terminating upon the termination of this Agreement, for the purpose of (i) executing on behalf of that Obligor title or ownership applications for filing with full authority appropriate state agencies to enable Motor Vehicles now owned or in the place future acquired by that Obligor to be retitled and stead of the Borrower Administrative Agent 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 name of of, that Obligor as the Borrower or otherwise, from time to time in the Bank's discretion, to take any and all action and to execute any instrument or other assurance which the Bank Administrative Agent may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of the Borrower under SECTION 4.4), including, without limitation: (a) to obtain and adjust insurance required to be maintained by the Borrower pursuant to SECTION 4.3; (b) to ask, demand, collect, sue xxx, recover, compromise, receive, and give acquittance and receipts for moneys due and to become due under or in respect of any of the Borrower's Security Agreement Collateral; (c) to receive, endorse and collect any drafts or other instruments and chattel paper in connection with CLAUSE (a) or (b); (d) to execute and do all such assurances, acts and things which the Borrower ought to do under the covenants and provisions of this Agreement; (e) to take any and all such actions as the Bank may, in its sole and absolute discretion, determine to be necessary or advisable for including the purpose of maintaining, preserving or protecting creating in favor of the security constituted by this Agreement or any of Administrative Agent a perfected Lien on the Motor Vehicles and exercising the rights, remedies, powers or and privileges of the Bank Administrative Agent under this Agreement; (f) generally, in the name of the Borrower or in the name of the Bank to exercise all or any of the powers, authorities and discretions conferred on or reserved to the Bank pursuant to this Agreement; (g) to maintain and preserve all of the Borrower's Intellectual Property Collateral; and (h) to file such financing statements with respect hereto, with or without the Borrower's signature, or a photocopy of this Agreement in substitution for a financing statement, Section 6.01). This appointment as the Bank may deem appropriate, and to execute in the Borrower's name such financing statements and continuation statements which may require the Borrower's signature. The Borrower hereby acknowledges, consents, and agrees that the power of attorney granted pursuant to this SECTION attorney-in-fact is irrevocable and coupled with an interest until this Agreement is terminatedinterest.

Attorney-in-Fact. Upon and during continuance of any Default or Event of Default (but for items (a), (b) and (c) below, upon and during continuance of any Event of Default only), the Borrower hereby irrevocably appoints the Bank, and any officer or agent thereof, the Borrower's Lender as its attorney-in-fact, coupled with an interest, with full authority in the place and stead of the Borrower such Borrower, and in the name of the Borrower or otherwise, from time to time after the occurrence of and during the continuation of an Event of Default in the Bank's discretion, discretion of Lender to take any and all action and to execute any instrument or other assurance which the Bank Lender may deem necessary or advisable to accomplish the purposes purpose of this Agreement (subject to the rights of the Borrower under SECTION 4.4)or any other Loan Document, including, without limitation: , the following: (a) to obtain and adjust insurance required to be maintained by the Borrower pursuant to SECTION 4.3; (bi) to ask, demand, collect, sue xxxxxx for, recover, compromise, receive, receive and give acquittance and receipts for moneys monies due and to become due under or in respect of the Deposit Account and/or any of the Deposit Account Collateral; (ii) to receive, endorse, and collect (A) any Revenues, (B) any instruments made payable to Borrower representing any dividend, payment of principal, interest, redemption price, purchase price or other distribution or payment in respect of any Deposit Account Collateral, 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 Lender shall deem necessary or desirable for the collection of any Revenues in the event that Borrower shall fail to do so, or otherwise to enforce the rights of Lender with respect to this Agreement; (iv) to execute and/or file, without the signature of Borrower's Security , any Uniform Commercial Code financing statements, continuation statements, or other filing, and any amendment thereof, relating to the Deposit Account Collateral; (v) to give notice to any third parties which may be required to perfect Lender’s security interest in the Deposit Account Collateral; (vi) 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 (vii) to register, purchase, sell, assign, transfer, pledge, or take any other action with respect to, any Deposit Account Collateral in accordance with this Agreement Collateral;or, to the extent applicable, any other Loan Document. (b) Lender may, from time to time, at its sole option, perform any act which the 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 necessary for the maintenance, preservation or protection of any of the rights granted to Lender hereunder. (c) The powers conferred on Lender hereunder, other than accounting for monies actually received by Lender hereunder, and other than the obligations expressly set forth in this Agreement, shall not impose upon Lender any duty as to receivethe Deposit Account, endorse and collect the Ancillary Accounts or the Deposit Account Collateral, or any drafts responsibility for (i) ascertaining or other instruments and chattel paper in connection taking action with CLAUSE (a) respect to any matters relative to the Deposit Account, the Ancillary Accounts or the Deposit Account Collateral, whether or not Lender has or is deemed to have knowledge of such matters or (b); (dii) taking any necessary steps to execute and do all such assurances, acts and things which the Borrower ought to do under the covenants and provisions of this Agreement; (e) to take any and all such actions as the Bank may, in its sole and absolute discretion, determine to be necessary or advisable for the purpose of maintaining, preserving or protecting the security constituted by this Agreement preserve rights against prior parties or any of the rights, remedies, powers or privileges of the Bank under this Agreement; (f) generally, in the name of the Borrower or in the name of the Bank to exercise all or any of the powers, authorities and discretions conferred on or reserved other rights pertaining to the Bank pursuant to this Agreement; (g) to maintain and preserve all of Deposit Account, the Borrower's Intellectual Property Ancillary Accounts or the Deposit Account Collateral; and (h) to file such financing statements with respect hereto, with or without the Borrower's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Bank may deem appropriate, and to execute in the Borrower's name such financing statements and continuation statements which may require the Borrower's signature. The Borrower hereby acknowledges, consents, and agrees that the power of attorney granted pursuant to this SECTION is irrevocable and coupled with an interest until this Agreement is terminated.

Attorney-in-Fact. Upon Pledgor hereby constitutes and during continuance appoints Lender and each successor or assign of any Default or Event of Default (but for items (a), (b) and (c) below, upon and during continuance of any Event of Default only)Lender, the Borrower hereby irrevocably appoints the Bank, true and any officer or agent thereof, the Borrower's lawful attorney-in-factfact of Pledgor, with full power and authority in the place and stead of the Borrower Pledgor and in the name of the Borrower Pledgor, Lender or otherwise, from time to time in the Bank's discretion, to take any and all action and to execute any instrument or other assurance which the Bank may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights terms of the Borrower under SECTION 4.4)Financing Agreement and the other Financing Documents, includingto enforce all rights, without limitationinterests and remedies of Pledgor with respect to the Collateral, including the right: (a) to obtain and adjust insurance required to be maintained by the Borrower pursuant to SECTION 4.3; (b) to ask, require, demand, collect, sue xxx, recover, compromise, receive, receive and give acquittance for any and receipts all moneys and claims for moneys money due and to become due under or in respect of any arising out of the Borrower's Security Agreement Collateral, including any insurance policies; (b) to elect remedies under the Collateral and to endorse any checks or other instruments or orders in connection therewith; (c) to receivevote, endorse demand, receive and collect any drafts or other instruments and chattel paper in connection enforce Pledgor’s rights with CLAUSE (a) or (b)respect to the Collateral; (d) to execute give appropriate receipts, releases and satisfactions for and on behalf of and in the name of Pledgor or, at the option of Lender, in the name of Lender, with the same force and effect as Pledgor could do all such assurances, acts and things which the Borrower ought to do under the covenants and provisions of if this AgreementAgreement had not been made; (e) to file any claims or take any and all such actions as the Bank may, action or institute any proceedings in its sole and absolute discretion, determine connection therewith which Lender may reasonably deem to be necessary or advisable for the purpose of maintaining, preserving or protecting the security constituted by this Agreement or any of the rights, remedies, powers or privileges of the Bank under this Agreement;advisable; and (f) generallyto pay, in the name settle or compromise all bills and claims which may be or become liens or security interests against any or all of the Borrower Collateral, or in the name of the Bank any part thereof, unless a bond or other security satisfactory to Lender has been provided; provided, however, that Lender shall not exercise all or any of the powers, authorities aforementioned rights unless an Event of Default has occurred and discretions conferred on or reserved to is continuing and has not been waived in accordance with the Bank pursuant to this Agreement; (g) to maintain and preserve all of the Borrower's Intellectual Property Collateral; and (h) to file such financing statements with respect hereto, with or without the Borrower's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Bank may deem appropriate, and to execute in the Borrower's name such financing statements and continuation statements which may require the Borrower's signatureFinancing Documents. The Borrower hereby acknowledges, consents, and agrees that the This power of attorney granted pursuant to this SECTION is irrevocable and a power coupled with an interest until and shall be irrevocable; provided, however, that nothing in this Agreement is terminatedshall prevent Pledgor from, prior to the exercise by Lender of any of the aforementioned rights, undertaking Pledgor’s operations in the ordinary course of business in accordance with the Collateral and the Financing Documents.

Attorney-in-Fact. Upon To facilitate Lxxxxx’s exercise of its remedies under this Agreement and during continuance the performance or observance of any Default or Event of Default Borrower’s obligations under this Agreement, Borrower hereby irrevocably appoints Lxxxxx and Lxxxxx’s agents, as Bxxxxxxx’s attorney in fact (which appointment is coupled with an interest) with the right (but for items not the duty) to (a)) endorse Borrower's name on any payment item or other proceeds of Collateral (including proceeds of insurance) that come into Lender's possession or control, (b) during the continuance of an Event of Default, (i) notify any Account Debtors of the assignment of their Accounts, demand and enforce payment of Accounts by legal proceedings or otherwise, and generally exercise any rights and remedies with respect to Accounts; (ii) settle, adjust, modify, compromise, discharge or release any Accounts or other Collateral, or any legal proceedings brought to collect Accounts or Collateral; (iii) sell or assign any Accounts and other Collateral upon such terms, for such amounts and at such times as Agent deems advisable; (iv) collect, liquidate and receive balances in deposit accounts or investment accounts, and take control, in any manner, of proceeds of Collateral; (v) prepare, file and sign Borrower's name to a proof of claim or other document in a bankruptcy of an Account Debtor, or to any notice, assignment or satisfaction of Lien or similar document; (vi) receive, open and dispose of mail addressed to Borrower, and notify postal authorities to deliver any such mail to an address designated by Agent; (vii) endorse any Chattel Paper, Document, Instrument, bill of lading, or other document or agreement relating to any Accounts, Inventory or other Collateral; (viii) use Borrower's stationery and sign its name to verifications of Accounts and notices to Account Debtors; (ix) use information contained in any data processing, electronic or information systems relating to Collateral; (x) make and adjust claims under insurance policies; (xi) take any action as may be necessary or appropriate to obtain payment under any letter of credit, banker's acceptance or other instrument for which Borrower is a beneficiary, and (c) belowcreate, upon and during continuance prepare, complete, execute, deliver, endorse or file on behalf of Borrower any Event of Default only)instruments, the Borrower hereby irrevocably appoints the Bankdocuments, assignments, security agreements, financing statements, applications for insurance and any officer other agreements, instruments or agent thereofdocuments required to be obtained, executed, delivered or endorsed by Borrower in accordance with the Borrower's attorney-in-fact, with full authority in the place and stead of the Borrower and in the name of the Borrower or otherwise, from time to time in the Bank's discretion, to take any and all action and to execute any instrument or other assurance which the Bank may deem necessary or advisable to accomplish the purposes terms of this Agreement (subject and take all other actions as Lender reasonably deems appropriate to the rights of the Borrower under SECTION 4.4), including, without limitation: (a) to obtain and adjust insurance required to be maintained by the Borrower pursuant to SECTION 4.3; (b) to ask, demand, collect, sue xxx, recover, compromise, receive, and give acquittance and receipts for moneys due and to become due under or in respect of any of the fulfill Borrower's Security Agreement Collateral; (c) to receive, endorse and collect any drafts or other instruments and chattel paper in connection with CLAUSE (a) or (b); (d) to execute and do all such assurances, acts and things which the Borrower ought to do obligations under the covenants and provisions of this Agreement; (e) to take any and all such actions as the Bank may, in its sole and absolute discretion, determine to be necessary or advisable for the purpose of maintaining, preserving or protecting the security constituted by this Agreement or any of and the rights, remedies, powers or privileges of the Bank under this Agreement; (f) generally, in the name of the Borrower or in the name of the Bank to exercise all or any of the powers, authorities and discretions conferred on or reserved to the Bank pursuant to this Agreement; (g) to maintain and preserve all of the Borrower's Intellectual Property Collateral; and (h) to file such financing statements with respect hereto, with or without the Borrower's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Bank may deem appropriate, and to execute in the Borrower's name such financing statements and continuation statements which may require the Borrower's signature. The Borrower hereby acknowledges, consents, and agrees that the power of attorney granted pursuant to this SECTION is irrevocable and coupled with an interest until this Agreement is terminatedLoan Documents.

Attorney-in-Fact. Upon and during continuance Subject to the rights of any Default or Event of Default (but for items (a), (b) and (c) below, upon and during continuance of any Event of Default only)the Pledgor under Section 2.05, the Borrower Pledgor hereby irrevocably appoints the Bank, and any officer or agent thereof, the Borrower's Collateral Agent its attorney-in-fact, fact for the purposes of carrying out the provisions of this Agreement and taking any action and executing any instruments that the Collateral Agent (acting at the request or with full authority in the place and stead consent of the Borrower and in the name of the Borrower or otherwise, from time to time in the Bank's discretion, to take any and all action and to execute any instrument or other assurance which the Bank Required Lenders) may deem necessary or advisable to accomplish the purposes of this Agreement (subject Agreement, to preserve the rights validity, perfection and first priority of the Borrower Liens granted by this Agreement and, following any Default, to exercise its rights, remedies, powers and privileges under SECTION 4.4)this Agreement. This appointment as attorney-in-fact is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, includingthe Collateral Agent shall be entitled under this Agreement upon the occurrence and continuation of any Event of Default, without limitation: with full powers of substitution either in the name of the Collateral Agent or the Pledgor, (a) to obtain and adjust insurance required to be maintained by the Borrower pursuant to SECTION 4.3; (b) to ask, demand, collect, sue xxx, recover, compromise, receive, receive and give acquittance receipt and receipts discharge for moneys amounts due and to become due under or and in respect of the Collateral or any of the Borrower's Security Agreement Collateral; part thereof; (cb) to receive, endorse and collect any drafts or other instruments drafts, checks, instruments, documents and chattel paper in connection with CLAUSE clause (a) or above; (b); (dc) to execute and do all such assurances, acts and things which the Borrower ought to do under the covenants and provisions of this Agreement; (e) to file any claims or take any and all such actions as action or institute any proceeding that the Bank may, in its sole and absolute discretion, determine to be Collateral Agent (acting at the request or with the consent of the Required Lenders) may deem necessary or advisable for the purpose collection of maintaining, preserving all or protecting any part of the security constituted by this Agreement Collateral or otherwise to enforce compliance with the rights of the Collateral Agent with respect to any of the rights, remedies, powers Collateral or privileges of the Bank under this Agreement; any part thereof; (fd) generallyto execute, in the name connection with any sale or disposition of the Borrower or in the name of the Bank to exercise all or any of the powers, authorities and discretions conferred on or reserved to the Bank pursuant to this Agreement; (g) to maintain and preserve all of the Borrower's Intellectual Property Collateral; and (h) to file such financing statements with respect hereto, with or without the Borrower's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Bank may deem appropriate, and to execute in the Borrower's name such financing statements and continuation statements which may require the Borrower's signature. The Borrower hereby acknowledges, consents, and agrees that the power of attorney granted pursuant to this SECTION is irrevocable and coupled with an interest until this Agreement is terminated.the

Attorney-in-Fact. Upon and during continuance of any Default or Event of Default (but for items (a), (b) and (c) below, upon and during continuance of any Event of Default only), the The Borrower hereby irrevocably appoints the BankCollateral Agent, and any officer or agent thereof, the Borrower's attorney-in-fact, with full authority in the place and stead of the Borrower and in the name of the Borrower or otherwise, from time to time in the BankCollateral Agent's discretion, at any time and from time to time during the continuance of an Event of Default, to take any and all action and to execute any instrument Instrument or other assurance which the Bank Collateral Agent may deem reasonably necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of the Borrower under SECTION 4.44.2), including, without limitation: (a) to obtain and adjust insurance required to be maintained by the Borrower pursuant to SECTION 4.3; (b) to ask, demand, collect, sue xxxsue, recoverxxcover, compromise, receive, and give acquittance acquittances and receipts receipts, for moneys due and or to become due under or in respect of any of the Borrower's Security Agreement Collateral; (cb) to receive, endorse and collect any drafts or other instruments Instruments and chattel paper in connection with CLAUSE (a) or (b); (dc) to execute and do all such assurances, acts and things which the Borrower ought to do under the covenants and provisions of this Agreement; (ed) to take any and all such actions as the Bank Collateral Agent may, in its sole and absolute reasonable discretion, determine to be necessary or advisable for the purpose of maintaining, preserving or protecting the security constituted by this Agreement or any of the rights, remedies, powers or privileges of the Bank Collateral Agent under this Agreement; (fe) generally, in the name of the Borrower or in the name of the Bank Collateral Agent, to exercise all or any of the powers, authorities and discretions conferred on or reserved to the Bank Collateral Agent pursuant to this Agreement; (g) to maintain and preserve all of the Borrower's Intellectual Property Collateral; and (hf) to file such financing statements with respect hereto, with or without the Borrower's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Bank Collateral Agent may deem appropriate, and . The Borrower hereby ratifies all that the Collateral Agent shall do or cause to execute in the Borrower's name such financing statements and continuation statements which may require the Borrower's signaturebe done by virtue hereof. The Borrower hereby acknowledges, consents, and agrees that the power of attorney granted to the Collateral Agent pursuant to this SECTION 2.6 is irrevocable and coupled with an interest until this Agreement is terminatedand shall terminate only upon termination in full of all of the Commitments and payment in full and in cash of all of the Obligations.

Attorney-in-Fact. Upon and during continuance of any Default or Event of Default (but for items (a), (b) and (c) below, upon and during continuance of any Event of Default only)For so long as this Agreement is in effect, the Borrower hereby irrevocably appoints the Bank, and any officer or agent thereof, Lender the Borrower's ’s attorney-in-fact, with full authority in the place and stead of the Borrower and in the name of the Borrower or otherwise, from time to time in and after the Bank's discretionoccurrence of an Event of Default, to take any and all action and to execute any instrument or other assurance which the Bank may deem necessary or advisable provided for pursuant to accomplish the purposes of this Agreement (subject to the rights of the Borrower under SECTION 4.4)Agreement, including, without limitation: : (a) to obtain and adjust insurance required to be maintained by the Borrower pursuant to SECTION 4.3; (b) to To ask, demand, collect, sue xxxfor, recover, compromise, receive, receive and give acquittance and receipts for moneys due and to become due under or in respect connection with any of the Collateral; (b) To file any claims or take any action or institute any proceedings which Lender may deem necessary or desirable for the collection of any of the Borrower's Security Agreement Collateral or otherwise to enforce the rights of Borrower with respect to any of the Collateral; ; (c) To execute and deliver lien releases, certificates, and other documents to receive, endorse and collect any drafts obtain payment for work or materials or other instruments Collateral; and chattel paper in connection with CLAUSE (a) or (b); (d) to execute To perform and do all such assurances, acts and things which the Borrower ought to do under the covenants and provisions of this Agreement; (e) to take any and all such actions as the Bank may, in its sole and absolute discretion, determine to be necessary or advisable for the purpose of maintaining, preserving or protecting the security constituted by action authorized under any this Agreement or any other agreement between Borrower and Lender, holding Borrower liable or responsible for the costs thereof. Borrower hereby ratifies all acts Xxxxxx takes as attorney-in-fact that are lawfully done by virtue of the rights, remedies, powers or privileges of the Bank under this Agreement; (f) generally, in the name of the Borrower or in the name of the Bank to exercise all or any of the powers, authorities and discretions conferred on or reserved to the Bank pursuant to this Agreement; (g) to maintain and preserve all of the Borrower's Intellectual Property Collateral; and (h) to file such financing statements with respect hereto, with or without the Borrower's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Bank may deem appropriate, and to execute in the Borrower's name such financing statements and continuation statements which may require the Borrower's signature. The Borrower hereby acknowledges, consents, and agrees that the This power of attorney granted pursuant to this SECTION is irrevocable and coupled with an interest until and shall be irrevocable. The grant of this Agreement is terminatedpower of attorney to take actions from and after an Event of Default shall not be construed to limit the powers of Lender to take actions otherwise permitted by this Agreement, any other agreement between the parties hereto, the Uniform Commercial Code or other law to take actions prior to the occurrence of an Event of Default.

Attorney-in-Fact. Upon Debtor appoints Administrative Agent, its successors and during continuance of any Default or Event of Default (but for items (a)assigns, (b) and (c) below, upon and during continuance of any Event of Default only), the Borrower hereby irrevocably appoints the Bank, and any officer or agent thereof, the Borroweras Debtor's attorney-in-factfact (without requiring it to act as such), with full authority in power of substitution, to do any act which Debtor is obligated by this Security Agreement to do, including, but not limited to, the place power to do the following: (a) issue such orders and stead instructions as are necessary or appropriate to effect the registration of the Borrower and Collateral on the books of the issuer of the Collateral in the name of Administrative Agent or to effect the Borrower sale or disposition of the Collateral; (b) endorse the name of Debtor on all checks, drafts, money orders, or other instruments for the payment of monies that are payable to Debtor and constitute collections of the Collateral; (c) execute in the name of Debtor any schedules, assignments, instruments, documents, financing statements, amendments of financing statements, applications for registration, and other papers deemed necessary or appropriate by Administrative Agent to perfect, preserve, or enforce the Security Interest; (d) exercise all rights of Debtor in the Collateral;(e) make extension agreements with respect to Collateral; (f) release any party liable on or any security for the Collateral and give receipts and acquittances and compromise disputes in connection therewith; (g) 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; (h) give notice of Administrative Agent's rights under this Security Agreement; (i) enter onto Debtor's premises to inspect the Collateral; (j) receive, open, and read mail addressed to Debtor; (k) verify facts concerning the Collateral by inquiry of obligors thereon, or otherwise, from time in its own name or a fictitious name; (l) make collections and execute all papers and instruments and do all other things it deems appropriate to time preserve and protect the Collateral and to protect Administrative Agent's interest in the Bank's discretionCollateral; and (m) do all acts and things and execute all documents in the name of Debtor or otherwise, to take deemed necessary, proper, or convenient by Administrative Agent in connection with the preservation, perfection, and enforcement of its rights hereunder. The power and authority herein conferred upon Administrative Agent may be exercised by Administrative Agent through any and all action and to execute any instrument or other assurance which person who, at the Bank may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights time of the Borrower under SECTION 4.4)execution of the particular instrument, is an officer of Administrative Agent. All persons dealing with Administrative Agent, or any substitute, shall be fully protected in treating the powers and authorities conferred by this paragraph as continuing in full force and effect until advised by Administrative Agent that all of the Indebtedness is finally paid and satisfied. The power of attorney herein conferred is granted for valuable consideration, is coupled with an interest, and is irrevocable so long as any part of the Indebtedness is unpaid and shall not be terminated prior thereto or affected by any act or Debtor or any other person or by operation of law, including, without limitation: (a) to obtain and adjust insurance required to be maintained by , the Borrower pursuant to SECTION 4.3; (b) to askdissolution, demanddeath, collectdisability, sue xxx, recover, compromise, receive, and give acquittance and receipts for moneys due and to become due under or in respect incompetency of any person. Administrative Agent agrees it will not exercise its powers as attorney-in-fact until the occurrence of the Borrower's Security Agreement Collateral; (c) to receive, endorse and collect any drafts or other instruments and chattel paper in connection with CLAUSE (a) or (b); (d) to execute and do all such assurances, acts and things which the Borrower ought to do under the covenants and provisions an Event of this Agreement; (e) to take any and all such actions as the Bank may, in its sole and absolute discretion, determine to be necessary or advisable for the purpose of maintaining, preserving or protecting the security constituted by this Agreement or any of the rights, remedies, powers or privileges of the Bank under this Agreement; (f) generally, in the name of the Borrower or in the name of the Bank to exercise all or any of the powers, authorities and discretions conferred on or reserved to the Bank pursuant to this Agreement; (g) to maintain and preserve all of the Borrower's Intellectual Property Collateral; and (h) to file such financing statements with respect hereto, with or without the Borrower's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Bank may deem appropriate, and to execute in the Borrower's name such financing statements and continuation statements which may require the Borrower's signature. The Borrower hereby acknowledges, consents, and agrees that the power of attorney granted pursuant to this SECTION is irrevocable and coupled with an interest until this Agreement is terminatedDefault.

Attorney-in-Fact. Upon and during continuance of any Default or Event of Default (but for items (a), (b) and (c) below, upon and during continuance of any Event of Default only), the Borrower hereby irrevocably constitutes and appoints the Bank, RBL and any officer or agent thereof, the with full power of substitution, as Borrower's true and lawful attorney-in-fact, fact with full irrevocable power and authority in the its place and stead of the Borrower and in the its name of the Borrower or otherwisein RBL's own name, from time to time in the BankRBL's discretion, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any instrument or other assurance which the Bank and all documents and instruments that may deem be necessary or advisable desirable to accomplish the purposes of this Agreement (subject to and, without limiting the rights generality of the Borrower under SECTION 4.4)foregoing, includinghereby grants to RBL the power and right, on behalf of Borrower, without limitation: notice to or assent: (a) to obtain execute, file and adjust insurance required record all such financing statements, certificates of title and other certificates of registration and operation and similar documents and instruments as RBL may deem necessary or desirable to be maintained by protect, perfect and validate RBL's security interest in the Borrower pursuant to SECTION 4.3; Collateral; and (b) upon the occurrence and the continuation of an Event of Default and after affording Borrower forty-five (45) days to ask, demandprovide a RBL an approved remedy (i) to receive, collect, sue xxxtake, recoverendorse, compromise, receivesign, and give acquittance deliver in Borrower's or RBL's name, any and receipts all checks, notes, drafts, or other documents or instruments relating to the Collateral (ii) to notify postal authorities to change the address for moneys due delivery of Borrower's mail to an address designated by RBL, (iii) to open such mail delivered to the designated address, (iv) to sign and 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 relating to the Collateral; (v) 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 become due under or enforce any other right in respect of any Collateral; (vi) to defend any suit, action or proceeding brought with respect to any Collateral; (vii) to negotiate, settle, compromise or adjust any account, suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as RBL may deem appropriate; and (viii) generally, to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the BorrowerCollateral as fully and completely as though RBL were the absolute owner thereof for all purposes, and to do, at RBL's Security Agreement Collateral; (c) option, at any time or from time to receivetime, endorse and collect any drafts or other instruments and chattel paper in connection with CLAUSE (a) or (b); (d) to execute and do all such assurances, acts and things which RBL deems necessary to protect, preserve or realize upon the Borrower ought Collateral and RBL's security interest therein, in order to do under effect the covenants and provisions intent of this Agreement; (e) to take any and . Borrower hereby ratifies all such actions as the Bank may, in its sole and absolute discretion, determine that said attorneys shall lawfully do or cause to be necessary or advisable for the purpose of maintaining, preserving or protecting the security constituted done by this Agreement or any of the rights, remedies, powers or privileges of the Bank under this Agreement; (f) generally, in the name of the Borrower or in the name of the Bank to exercise all or any of the powers, authorities and discretions conferred on or reserved to the Bank pursuant to this Agreement; (g) to maintain and preserve all of the Borrower's Intellectual Property Collateral; and (h) to file such financing statements with respect hereto, with or without the Borrower's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Bank may deem appropriate, and to execute in the Borrower's name such financing statements and continuation statements which may require the Borrower's signaturevirtue hereof. The Borrower hereby acknowledges, consents, and agrees that the This power of attorney granted pursuant to this SECTION is irrevocable and a power coupled with an interest until this Agreement is terminatedand shall be irrevocable. This power of attorney shall be automatically revoked upon the occurrence of a payoff of the Term Loan Note. The powers conferred upon RBL hereunder are solely to protect its interests in the Collateral and shall not impose any duty upon RBL to exercise any such powers. RBL shall be accountable only for amounts that RBL actually receives as a result of the exercise of such powers and neither RBL nor any of its officers, directors, employees or agents shall be responsible to Borrower for any act or failure to act, except for RBL's own gross negligence or willful misconduct.

Attorney-in-Fact. Upon and during continuance of any Default or Event of Default (but for items (a)) Subject to the rights of the Debtor under Sections 2.06, (b) 2.07, 2.08 and (c) below, upon and during continuance of any Event of Default only)2.09, the Borrower Secured Party is hereby irrevocably appoints appointed the Bank, and any officer or agent thereof, the Borrower's attorney-in-fact, with full authority in the place and stead fact of the Borrower Debtor for the purpose of carrying out the provisions of this Agreement and in the name of the Borrower or otherwise, from time to time in the Bank's discretion, to take taking any and all action and to execute executing any instrument or other assurance instruments which the Bank Secured Party may deem necessary or advisable to accomplish the purposes of this Agreement (subject Agreement, to preserve the rights validity, perfection and priority of the Borrower Liens granted by this Agreement and, following any Event of Default, to exercise its rights, remedies, powers and privileges under SECTION 4.4)this Agreement. This appointment as attorney-in-fact is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, including, without limitation: the Secured Party shall be entitled under this Agreement upon the occurrence and continuation of any Event of Default (a) to obtain and adjust insurance required to be maintained by the Borrower pursuant to SECTION 4.3; (bi) to ask, demand, collect, sue xxxsux xor, recover, compromise, receive, receive and give acquittance receipt and receipts discharge for moneys amounts due and to become due under or and in respect of all or any part of the Borrower's Security Agreement Collateral; ; (cii) to receive, endorse and collect any drafts Instruments or other instruments drafts, instruments, documents and chattel paper in connection with CLAUSE clause (ai) above (including any draft or check representing the proceeds of insurance or the return of unearned premiums); (b); (diii) to execute and do all such assurances, acts and things which the Borrower ought to do under the covenants and provisions of this Agreement; (e) to file any claims or take any and all such actions as action or proceeding that the Bank may, in its sole and absolute discretion, determine to be Secured Party may deem necessary or advisable for the collection of all or any part of the Collateral, including the collection of any compensation due and to become due under any contract or agreement with respect to all or any part of the Collateral; and (iv) 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. (b) Without limiting the rights and powers of the Secured Party under Section 2.05(a), the Debtor hereby appoints the Secured Party as its attorney-in-fact, effective the date of the signing of this Agreement and terminating upon the termination of this Agreement, for the purpose of maintaining(i) filing such applications with such state agencies and (ii) executing such other documents and instruments on behalf of, preserving or protecting the security constituted by this Agreement or any of the rights, remedies, powers or privileges of the Bank under this Agreement; (f) generally, and taking such other action in the name of, the Debtor as the Secured Party may deem necessary or advisable to accomplish the purposes of the Borrower or in the name of the Bank to exercise all or any of the powers, authorities and discretions conferred on or reserved to the Bank pursuant to this Agreement; (g) to maintain and preserve all of the Borrower's Intellectual Property Collateral; and (h) to file such financing statements with respect hereto, with or without the Borrower's signature, or a photocopy of this Agreement in substitution for a financing statement, . This appointment as the Bank may deem appropriate, and to execute in the Borrower's name such financing statements and continuation statements which may require the Borrower's signature. The Borrower hereby acknowledges, consents, and agrees that the power of attorney granted pursuant to this SECTION attorney-in-fact is irrevocable and coupled with an interest until this Agreement is terminatedinterest.

Attorney-in-Fact. Upon and during continuance of any Default or Event of Default (but for items (a), (b) and (c) below, upon and during continuance of any Event of Default only), the Borrower The Debtor hereby irrevocably appoints the Bank, and any officer or agent thereof, Administrative Agent the Borrower's attorney-in-fact, with full authority in the place and stead fact of the Borrower Debtor (which power of attorney shall be exercised only during the continuance of an Event of Default) for the purpose of carrying out the provisions of this Agreement and in the name of the Borrower or otherwise, from time to time in the Bank's discretion, to take taking any and all action and to execute executing any instrument or other assurance which that the Bank Administrative Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest, any proxy or proxies heretofore given by the Debtor to any other Person being hereby revoked. Without limiting the generality of this Agreement (subject the foregoing, after the occurrence of and during the continuance of an Event of Default, the Administrative Agent shall have the right, with full power of substitution either in the Administrative Agent's name or in the name of the Debtor, to execute, acknowledge, deliver, and record or file all documents, instruments, agreements, financing statements and schedules or exhibits thereto in order to preserve and perfect the security interest granted hereunder, to exercise all rights and privileges to the same extent the Debtor shall have been entitled under the Company Documents and in accordance with applicable law, including without limitation, after written notice to the Debtor, all voting rights of the Borrower under SECTION 4.4)Debtor as a member of any Company, including, without limitation: (a) and to obtain and adjust insurance required to be maintained by the Borrower pursuant to SECTION 4.3; (b) to askask for, demand, xxx for, collect, sue xxx, recover, compromise, receive, receipt and give acquittance for any and receipts for moneys all monies due and or to become due under and by virtue of any of the Collateral, to endorse checks, drafts, orders and other instruments for the payment of money payable to the Debtor representing any distribution, dividend, or other amount payable in respect of the Collateral or any part thereof or on account thereof and to give full discharge for the same, to settle, compromise, prosecute or defend any action, claim or proceeding with respect thereto, and to sell, assign, endorse, pledge, transfer and make any agreement respecting, or otherwise deal with, the same; provided that nothing contained in this Agreement shall be construed as requiring or obligating the Administrative Agent to make any payment to any party in respect of the Collateral, or to make any inquiry as to the nature or sufficiency of any payment received by the Administrative Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral (or any other collateral for or any guarantee in respect of any of the Borrower's Security Agreement Collateral; (c) to receive, endorse and collect any drafts Obligations or other instruments and chattel paper in connection with CLAUSE (aSecured Obligations) or (b); (d) any part thereof or the monies due or to execute become due in respect thereof or any property covered thereby, or to extend any credit or accommodation thereof to any party, and do all such assurances, acts and things which no action taken by the Borrower ought to do under the covenants and provisions of this Agreement; (e) to take any and all such actions as the Bank may, in its sole and absolute discretion, determine Administrative Agent or omitted to be necessary taken with respect to the Collateral (or advisable any other collateral for the purpose or any guarantee in respect of maintaining, preserving or protecting the security constituted by this Agreement or any of the rightsObligations or Secured Obligations) or any part thereof shall give rise to any defense, remedies, powers counterclaim or privileges offset in favor of any Company or the Debtor or any other member of any Company or any guarantor of any of the Bank under this Agreement; (f) generallyObligations or Secured Obligations or to any claim or action against the Administrative Agent, in the name absence of the Borrower gross negligence or in the name willful misconduct of the Bank Administrative Agent as determined by a court of competent jurisdiction; provided further, that the Administrative Agent shall not have the right to exercise all any voting or other consent rights referred to in Section 4(b) hereof unless and until the Administrative Agent shall have given the notice of election referred to in that Section. The Debtor’s appointment of the Administrative Agent as attorney-in-fact, and the Administrative Agent's right to execute, acknowledge, perform, deliver, record, or file documents (including the making of Uniform Commercial Code financing statement filings without the signature, and on behalf, of the Debtor) and to endorse checks, drafts, orders and other instruments for the payment of money payable to the Debtor representing any distribution, dividend, or other amount payable in respect of the Collateral or any of part thereof or on account thereof, shall commence on the powers, authorities and discretions conferred on or reserved to the Bank pursuant to this Agreement; (g) to maintain and preserve all of the Borrower's Intellectual Property Collateral; and (h) to file such financing statements with respect hereto, with or without the Borrower's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Bank may deem appropriate, and to execute in the Borrower's name such financing statements and continuation statements which may require the Borrower's signature. The Borrower hereby acknowledges, consents, and agrees that the power of attorney granted pursuant to this SECTION is irrevocable and coupled with an interest until this Agreement is terminateddate hereof.

Attorney-in-Fact. Upon In order to assist and during continuance of any Default or Event of Default (but for items (ato more fully evidence the authority granted pursuant to Section 2(a), subject to the limits and restrictions set forth in other provisions of this Agreement, each Service Recipient hereby nominates, constitutes and appoints the Administrator as its attorney-in-fact with a limited power of attorney to act in such Service Recipient’s name with respect to the following matters: (bi) to do any and all lawful acts with respect to the Policies or Reinsurance Arrangements that such Service Recipient could do under the Policies or Reinsurance Arrangements, (ii) to issue, in the name of such Service Recipient, New Insurance Policies pursuant to Section 14, and (ciii) belowto proceed by all lawful means (A) to perform any and all obligations of such Service Recipient under the Policies or the Reinsurance Arrangements, upon (B) to enforce any right, defend against any Liability and during continuance pay any amounts arising under the Policies or the Reinsurance Arrangements, (C) to xxx or defend (in the name of such Service Recipient, when necessary) any Event action arising under the Policies or the Reinsurance Arrangements, (D) to collect any and all sums due or payable to such Service Recipient under the Policies or the Reinsurance Arrangements, including through any automatic charge authorizations of Default only), the Borrower hereby irrevocably appoints the BankPersons who own or hold Policies, and (E) to sign (in the name of such Service Recipient, when necessary) vouchers, receipts, releases and other papers in connection with any officer of the foregoing matters. All of the Services shall be performed by the Administrator in the name of and on behalf of each Service Recipient. Any and all correspondence with policyholders or other documents signed by the Administrator on behalf of the Service Recipients shall disclose that the Administrator is acting as administrative agent thereofor, the Borrower's where appropriate, attorney-in-fact, with full authority in the place and stead of the Borrower and Service Recipients. Notwithstanding the foregoing, if (I) any Service Recipient determines in good faith with reasonable basis that the name Administrator has used, is continuing to use, or has threatened to use the foregoing limited power of attorney for purposes not necessary for the provision of the Borrower or otherwiseServices under this Agreement, from time to time (II) any Service Recipient determines in good faith with reasonable basis that the Bank's discretion, to take any and all action and to execute any instrument or other assurance which the Bank may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights grant of the Borrower under SECTION 4.4)foregoing limited power of attorney violates, includingor may violate, without limitation: (a) to obtain and adjust insurance required to be maintained by the Borrower pursuant to SECTION 4.3; (b) to ask, demand, collect, sue xxx, recover, compromise, receive, and give acquittance and receipts for moneys due and to become due under or in respect of any of the Borrower's Security Agreement Collateral; (c) to receive, endorse and collect any drafts or other instruments and chattel paper in connection with CLAUSE (a) applicable Law or (b); (dIII) to execute and do all such assurances, acts and things which the Borrower ought to do under the covenants and provisions of this Agreement; (e) to take any and all such actions as the Bank may, in its sole and absolute discretion, determine to be necessary or advisable for the purpose of maintaining, preserving or protecting the security constituted by this Agreement Service Recipient or any of the rights, remedies, powers its Affiliates is requested or privileges of the Bank under this Agreement; (f) generally, in the name of the Borrower or in the name of the Bank to exercise all or any of the powers, authorities and discretions conferred on or reserved to the Bank pursuant to this Agreement; (g) to maintain and preserve all of the Borrower's Intellectual Property Collateral; and (h) to file such financing statements with respect hereto, with or without the Borrower's signaturerequired by a Governmental Authority, or determines in good faith with reasonable basis that it may be requested or required by a photocopy Governmental Authority, to modify or revoke the foregoing limited power of this Agreement in substitution for a financing statementattorney, as the Bank then such Service Recipient may deem appropriate, and to execute in the Borrower's name such financing statements and continuation statements which may require the Borrower's signature. The Borrower hereby acknowledges, consents, and agrees that the revoke its foregoing limited power of attorney granted pursuant to this SECTION is irrevocable and coupled with an interest until this Agreement is terminatedor place additional conditions or limitations on the foregoing power of attorney.

Attorney-in-Fact. Upon and during continuance of any Default or Event of Default (but for items (a), (b) and (c) below, upon and during continuance of any Event of Default only), the Each Borrower hereby irrevocably appoints the Bank, Lender as its agent and any officer or agent thereof, the Borrower's attorney-in-fact, with full authority power of substitution, in the name of such Borrower, for the sole use and benefit of Lender, but at the expense of such Borrower, to exercise, at any time and from time to time during the continuance of an Event of Default, all or any of the following powers with respect to all or any of the Collateral:” (1) to demand, collect, receive, receipt for, xxx and recover all sums of money or other property which may now or hereafter become due, owing or payable from the Collateral, (2) to endorse such Xxxxxxxx’s name to any instruments, chattel paper and documents comprising part of the Collateral (including endorsing such instruments, chattel paper and documents to Lender (for the benefit of Lender)), (3) to assign, on behalf of such Borrower, any instruments, chattel paper or documents comprising part of the Collateral to Lender (for the benefit of Lender), (4) to execute, sign and endorse any and all claims, instruments, receipts, checks, drafts or warrants issued in payment for the Collateral, (5) to settle or compromise any and all claims arising under the Collateral, and, in the place and stead of such Borrower, to execute and deliver its release and settlement for the Borrower and in the name of the Borrower claim, (6) to file any claim or otherwise, from time to time in the Bank's discretion, claims or to take any and all action and to execute or institute or take part in any instrument or other assurance which the Bank may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of the Borrower under SECTION 4.4)proceedings, including, without limitation: (a) to obtain and adjust insurance required to be maintained by the Borrower pursuant to SECTION 4.3; (b) to ask, demand, collect, sue xxx, recover, compromise, receive, and give acquittance and receipts for moneys due and to become due under or in respect of any of the Borrower's Security Agreement Collateral; (c) to receive, endorse and collect any drafts or other instruments and chattel paper in connection with CLAUSE (a) or (b); (d) to execute and do all such assurances, acts and things which the Borrower ought to do under the covenants and provisions of this Agreement; (e) to take any and all such actions as the Bank may, either in its sole and absolute discretionrole as Lender, determine to be necessary or advisable for the purpose of maintainingas applicable, preserving or protecting the security constituted by this Agreement or any of the rights, remedies, powers or privileges of the Bank under this Agreement; (f) generally, in the name of the Borrower or in the name of such Borrower, or otherwise, which in the Bank discretion of Lender may seem to exercise be necessary or advisable, (7) to receive, open, and dispose of all or any of the powers, authorities and discretions conferred on or reserved mail addressed to such Borrower pertaining to the Bank pursuant Collateral (or appearing to this Agreement;Lender to possibly pertain to the Collateral), (g) 8) to maintain and preserve all notify postal authorities to change the address for delivery of the Borrower's Intellectual Property Collateral; mail addressed to such Borrower to such address as Lender may designate, and (h9) to file assume such financing statements with respect heretoXxxxxxxx’s role in its relationships and contractual obligations and rights as to any custodian or administrator. This power is given as security for the Obligations, with or without and, upon the Borrower's signatureoccurrence and during the continuation of an Event of Default, or a photocopy of this Agreement in substitution for a financing statement, as the Bank may deem appropriateauthority hereby conferred is, and to execute in the Borrower's name such financing statements and continuation statements which may require the Borrower's signature. The Borrower hereby acknowledgesshall be, consents, and agrees that the power of attorney granted pursuant to this SECTION is irrevocable and coupled with an interest and shall remain in full force and effect until this Agreement is terminatedrenounced by Xxxxxx.

Attorney-in-Fact. Upon and during continuance of any Default or Event of Default (but for items (a), (b) and (c) below, upon and during continuance of any Event of Default only), the Borrower hereby irrevocably appoints the Bank, and any officer or agent thereof, COUNTY as the Borrower's attorney-in-fact, in- fact with full authority in the place and stead of the Borrower and in the name of the Borrower or otherwiseBorrower, with full power of substitution, from time to time in the BankCOUNTY's sole discretion, to take any and all action and to execute any instrument or other assurance which the Bank COUNTY may deem necessary or advisable advisable, in its sole discretion, to accomplish the purposes of this Agreement (subject to the rights of the Borrower under SECTION 4.4)Agreement, including, without limitation: : (ai) to obtain liquidate any deposit pledged to the COUNTY hereunder prior to its maturity date and adjust insurance required apply the proceeds thereof to be maintained by repayment of the Borrower pursuant Obligations, notwithstanding that such liquidation may give rise to SECTION 4.3; penalties for early withdrawal of funds; (bii) to ask, demand, collect, sue xxxxxx for, recover, compromise, receive, receive and give acquittance and receipts for moneys monies due and to become due under or in respect of any of the Borrower's Security Agreement Collateral; ; (ciii) to receive, endorse and collect any drafts or other instruments instruments, documents and chattel paper in connection with CLAUSE therewith; (a) or (b); (div) to execute and do all such assurances, acts and things file any claims or take any action or institute any proceedings which the Borrower ought to do under the covenants and provisions of this Agreement; (e) to take any and all such actions as the Bank may, in its sole and absolute discretion, determine to be COUNTY may deem necessary or advisable desirable for the purpose collection of maintaining, preserving or protecting the security constituted by this Agreement or any of the rights, remedies, powers Collateral or privileges otherwise to enforce the rights of COUNTY with respect to any of the Bank under this Agreement; Collateral; and (fv) generally, in the name of the Borrower or in the name of the Bank to exercise all or any of rights, powers and remedies that the powersBorrower would have, authorities and discretions conferred on or reserved but for this Agreement, with respect to the Bank pursuant to this Agreement; (g) to maintain and preserve all of the Borrower's Intellectual Property Collateral; and (h) to file such financing statements with respect hereto, with or without the Borrower's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Bank may deem appropriate, and to execute in the Borrower's name such financing statements and continuation statements which may require the Borrower's signature. The Borrower hereby acknowledges, consents, and agrees that the power of attorney granted pursuant to this SECTION This appointment is irrevocable and coupled with an interest until this Agreement and is terminatedirrevocable. Notwithstanding the foregoing, the COUNTY shall have no duty, and shall not be liable for any failure, to realize upon the Collateral or for any failure to take any action whatsoever with regard to the Collateral.

Attorney-in-Fact. Upon and during continuance of any Default or Event of Default (but for items (a)Subject to compliance with applicable Nevada Gaming Laws, (b) and (c) below, upon and during continuance of any Event of Default only), the Borrower each Debtor hereby irrevocably appoints the BankAdministrative Agent, acting for and any officer or agent thereofon behalf of itself and the other Secured Parties and each successor and assign of the Administrative Agent and the other Secured Parties, the Borrower's true and lawful attorney-in-factfact of such Debtor, with full power and authority in the place and stead of the Borrower such Debtor and in the name of such Debtor, the Borrower Administrative Agent or otherwise, subject to the terms of the Construction Loan Agreement, this Agreement and applicable Legal Requirements, to enforce all rights, interests and remedies of such Debtor with respect to the Collateral from time to time upon and following the occurrence and continuation of an Event of Default or Potential Event of Default in the Bank's discretion, Administrative Agent’s discretion to take any and all action and to execute any instrument or other assurance which that the Bank Administrative Agent may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of the Borrower under SECTION 4.4)Agreement, including, without limitation: (a) to obtain and adjust insurance required to be maintained by Debtors or paid to the Borrower Administrative Agent pursuant to SECTION 4.3this Agreement; (b) to askask for, demand, collect, sue xxxxxx for, recover, compromisecompound, receive, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Borrower's Security Agreement Collateral; (c) to elect remedies thereunder and to receive, endorse and collect any drafts or other instruments instruments, documents and chattel paper in connection with CLAUSE clauses (a) or and (b)) above; (d) to execute and do all such assurances, acts and things which file any claims or take any action or institute any proceedings that the Borrower ought Administrative Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to do under enforce the covenants and provisions rights of this Agreementthe Administrative Agent with respect to any of the Collateral; (e) to take any pay or discharge taxes or Liens (other than Permitted Liens) levied or placed upon or threatened against the Collateral, the legality or validity thereof and all such actions as the Bank may, amounts necessary to discharge the same to be determined by the Administrative Agent in its sole and absolute discretion, determine any such payments made by the Administrative Agent to be necessary or advisable for become obligations of Debtor to the purpose of maintainingAdministrative Agent, preserving or protecting the security constituted by this Agreement or any of the rights, remedies, powers or privileges of the Bank under this Agreementdue and payable immediately without demand; (f) generallyto sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in the name of the Borrower or in the name of the Bank to exercise all or any of the powers, authorities connection with accounts and discretions conferred on or reserved other documents relating to the Bank pursuant to this Agreement; (g) to maintain and preserve all of the Borrower's Intellectual Property Collateral; and (hg) upon the occurrence and during the continuation of an Event of Default, generally to file such financing statements sell, transfer, pledge, make any agreement with respect hereto, to or otherwise deal with or without any of the Borrower's signature, or a photocopy of this Agreement in substitution Collateral as fully and completely as though the Administrative Agent were the absolute owner thereof for a financing statement, as the Bank may deem appropriateall purposes, and to execute in do, at the Borrower's name such financing statements Administrative Agent’s option and continuation statements which may require the Borrower's signature. The Borrower hereby acknowledgesDebtors’ expense, consentsat any time or from time to time, all acts and agrees things that the power Administrative Agent deems necessary to protect, preserve or realize upon the Collateral and the Administrative Agent’s security interest therein in order to effect the intent of attorney granted pursuant to this SECTION is irrevocable Agreement, all as fully and coupled with an interest until this Agreement is terminatedeffectively as Debtor might do.

Attorney-in-Fact. Upon and during continuance of any Default or Event of Default (but for items (a), (b) and (c) below, upon and during continuance of While any Event of Default only)exists and is continuing, the Borrower Pledgor hereby irrevocably appoints the Bank, and any officer or agent thereof, the Borrower's Pledgee its lawful attorney-in-fact, with full authority in the place and stead of the Borrower Pledgor and in the name of the Borrower Pledgor, the Pledgee or otherwise, and with full power of substitution in the premises, from time to time in the BankPledgee's discretion, reasonable discretion (but subject to the rights of the Pledgor under Sections 7 and 8) to take any and all action and to execute any instrument or other assurance which that the Bank Pledgee may reasonably deem necessary or advisable to accomplish the purposes purpose of this Agreement (subject to the rights of the Borrower under SECTION 4.4)Agreement, including, without limitation: (a) to obtain and adjust insurance required to be maintained by the Borrower pursuant to SECTION 4.3; (bi) to ask, demand, collect, sue xxx, recover, compound, compromise, receivesettle, receive and give acquittance and receipts for moneys due and to become due under or in respect of the Loan Agreement or the Note, the BHP Stock or any of other collateral for the Borrower's Security Loan Agreement Collateraland the Note; (cii) to receive, endorse and collect any drafts or other instruments instruments, documents and chattel paper in connection with CLAUSE clause (ai) or (b)above; (diii) to execute and do all such assurances, acts and things which the Borrower ought to do under the covenants and provisions of this Agreement; (e) to file any claims or take any and all such actions as action or institute any proceedings that the Bank may, in its sole and absolute discretion, determine to be Pledgee may deem necessary or advisable desirable for the purpose collection of maintaining, preserving or protecting the security constituted by this Agreement or any of the rights, remedies, powers BHP Stock or privileges otherwise to enforce the rights of the Bank under this Agreement; (f) generally, in the name of the Borrower or in the name of the Bank Pledgee with respect to exercise all or any of the powers, authorities and discretions conferred on or reserved to the Bank pursuant to this Agreement; (g) to maintain and preserve all of the Borrower's Intellectual Property CollateralBHP Stock; and (hiv) to file perform the affirmative obligations of the Pledgor under this Agreement; and, in the case of each of clauses (i) through (iv) 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 financing statements with respect 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, with or without result in any liability on the Borrower's signaturepart of the Pledgee to Coastal, its subsidiaries, Pledgor or a photocopy Better Health Plan, Inc. The exercise by the Pledgee of any of its rights pursuant to this Agreement Section shall not create any further obligation on the part of the Pledgee to exercise any other rights hereunder or to take any other or future action in substitution for a financing statement, as the Bank may deem appropriate, and to execute in the Borrower's name such financing statements and continuation statements which may require the Borrower's signaturerespect thereof. The Borrower hereby acknowledges, consents, and agrees that the power of attorney granted pursuant to under this SECTION is irrevocable and Section, being coupled with an interest until interest, is irrevocable for so long as this Agreement is terminatedshall be in effect.

Attorney-in-Fact. Upon and during continuance of any Default or Event of Default (but for items (a)) Subject to the rights of the Obligor under Sections 2.06, (b) 2.07, 2.08 and (c) below2.09, and subject to the terms and provisions of the Intercreditor Agreement, the Trustee is hereby appointed the attorney-in-fact of the Obligor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instruments which the Trustee may deem necessary or advisable to accomplish the purposes of this Agreement, to preserve the validity and security interest of the Liens granted by this Agreement and, following any Default, to exercise its rights, remedies, powers and privileges under this Agreement. This appointment as attorney-in-fact is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Trustee shall be entitled under this Agreement upon the occurrence and during continuance continuation of any Event of Default only(or, in respect of Section 3.02(b), any Default) (i) to ask, demand, collect, sue for, recover, receive and give receipt and discharge for amxxxts due and to become due under and in respect of all or any part of the Collateral; (ii) to receive, endorse and collect any Instruments or other drafts, instruments, documents and chattel paper in connection with clause (i) above (including any draft or check representing the proceeds of insurance or the return of unearned premiums); (iii) to file any claims or take any action or proceeding that the Trustee may deem necessary or advisable for the collection of all or any part of the Collateral, including the collection of any compensation due and to become due under any contract or agreement with respect to all or any part of the Collateral; and (iv) to execute, in connection with any sale or disposition of the Collateral under Article VI, any endorsements, assignments, bills of sale or other instruments of conveyance or transfer with respect to all or any part of the Collateral. In any suit, proceeding or action brought by the Trustee relating to any Account, contract or Instrument for any sum owing thereunder, or to enforce any provision of any Account, contract or Instrument, the Obligor will save, indemnify and keep the Trustee harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the obligor thereunder, arising out of a breach by the Obligor of any obligation thereunder or arising out of any other agreement, Indebtedness or liability at any time owing to, or in favor of, such obligor or its successors from the Obligor, and all such obligations of the Obligor shall be and remain enforceable against and only against the Obligor and shall not be enforceable against the Trustee. (b) Without limiting the rights and powers of the Trustee under Section 2.05(a), the Borrower Obligor hereby irrevocably appoints the Bank, and any officer or agent thereof, the Borrower's Trustee as its attorney-in-fact, with full authority in effective the place Signing Date and stead terminating upon the termination of this Agreement, for the purpose of (i) executing on behalf of the Borrower Obligor title or ownership applications for filing with appropriate state agencies to enable Motor Vehicles now owned or hereafter acquired by the Obligor to be retitled and the Trustee to be listed as lienholder as to such 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 name of of, the Borrower or otherwise, from time to time in Obligor as the Bank's discretion, to take any and all action and to execute any instrument or other assurance which the Bank Trustee may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of the Borrower under SECTION 4.4), including, without limitation: (a) to obtain and adjust insurance required to be maintained by the Borrower pursuant to SECTION 4.3; (b) to ask, demand, collect, sue xxx, recover, compromise, receive, and give acquittance and receipts for moneys due and to become due under or in respect of any of the Borrower's Security Agreement Collateral; (c) to receive, endorse and collect any drafts or other instruments and chattel paper in connection with CLAUSE (a) or (b); (d) to execute and do all such assurances, acts and things which the Borrower ought to do under the covenants and provisions of this Agreement; (e) to take any and all such actions as the Bank may, in its sole and absolute discretion, determine to be necessary or advisable for including the purpose of maintaining, preserving or protecting the security constituted by this Agreement or any creating in favor of the rights, remedies, powers or privileges Trustee a security interest on the Motor Vehicles and exercising the rights and remedies of the Bank Trustee under this Agreement; (f) generally, in the name of the Borrower or in the name of the Bank to exercise all or any of the powers, authorities and discretions conferred on or reserved to the Bank pursuant to this Agreement; (g) to maintain and preserve all of the Borrower's Intellectual Property Collateral; and (h) to file such financing statements with respect hereto, with or without the Borrower's signature, or a photocopy of this Agreement in substitution for a financing statement, Article VI). This appointment as the Bank may deem appropriate, and to execute in the Borrower's name such financing statements and continuation statements which may require the Borrower's signature. The Borrower hereby acknowledges, consents, and agrees that the power of attorney granted pursuant to this SECTION attorney-in-fact is irrevocable and coupled with an interest until interest. (c) Without limiting the rights and powers of the Trustee under Section 2.05(a), the Obligor hereby appoints the Trustee as its attorney-in-fact, effective the Signing Date and terminating upon the termination of this Agreement Agreement, for the purpose of executing and filing all such contracts, agreements and other documents as are contemplated by Section 2.04(d). This appointment as attorney-in-fact is terminatedirrevocable and coupled with an interest.

Attorney-in-Fact. Upon and during continuance of any Default or Event of Default (but for items (a), (b) and (c) below, upon and during continuance of any Event of Default only), the Borrower Each Grantor hereby irrevocably nominates and appoints the Bank, and any officer or agent thereof, the Borrower's Collateral Agent as its attorney-in-fact, with full authority in fact for the place following purposes: (a) following Collateral Agent’s request thereof and stead of any Grantor’s failure to perform within the Borrower and in the name of the Borrower time frame permitted by this Agreement or otherwise, from time to time in the Bank's discretionany other Collateral Document, to take any do all acts and all action and to execute any instrument or other assurance things which the Bank Collateral Agent may deem necessary or advisable to accomplish perfect and continue perfected the purposes of security interests created by this Agreement (subject or any other Collateral Document and, upon the occurrence and during the continuance of an Event of Default, to preserve, process, develop, maintain and protect the rights of the Borrower under SECTION 4.4), including, without limitation: (a) to obtain and adjust insurance required to be maintained by the Borrower pursuant to SECTION 4.3Collateral or Mortgaged Property; (b) upon the occurrence and during the continuance of an Event of Default, to askdo any and every act which any Grantor is obligated to do under this Agreement or any other Collateral Document, demand, collect, sue xxx, recover, compromise, receive, at the expense of such Grantor and give acquittance and receipts for moneys due and without any obligation to become due under or in respect of any of the Borrower's Security Agreement Collateraldo so; (c) following Collateral Agent’s request thereof and any Grantor’s failure to receive, endorse and collect any drafts or other instruments and chattel paper in connection with CLAUSE (a) or (b); (d) to execute and do all such assurances, acts and things which perform within the Borrower ought to do under the covenants and provisions of time frame permitted by this Agreement; (e) , to take any and all prepare, sign, file and/or record, for such actions as the Bank may, in its sole and absolute discretion, determine to be necessary or advisable for the purpose of maintaining, preserving or protecting the security constituted by this Agreement or any of the rights, remedies, powers or privileges of the Bank under this Agreement; (f) generallyGrantor, in the name of such Grantor, any financing statement, application for registration, or like paper, and to take any other action deemed by Collateral Agent necessary or desirable in order to perfect or maintain perfected the Borrower or in the name of the Bank to exercise all security interests granted hereby or any of the powers, authorities and discretions conferred on or reserved to the Bank pursuant to this Agreement; (g) to maintain and preserve all of the Borrower's Intellectual Property Collateralother Collateral Document; and (hd) upon the occurrence and during the continuance of an Event of Default, to file such financing statements execute any and all papers and instruments and do all other things necessary or desirable to preserve and protect the Collateral or Mortgaged Property and to protect Collateral Agent’s security interests therein or liens thereon; provided, however, that Collateral Agent shall be under no obligation whatsoever to take any of the foregoing actions, and, absent bad faith or actual malice, Collateral Agent shall have no liability or responsibility for any act taken or omission with respect hereto, with or without the Borrower's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Bank may deem appropriate, and to execute in the Borrower's name such financing statements and continuation statements which may require the Borrower's signature. The Borrower hereby acknowledges, consents, and agrees that the power of attorney granted pursuant to this SECTION is irrevocable and coupled with an interest until this Agreement is terminatedthereto.

Attorney-in-Fact. Upon and during continuance The Grantor hereby irrevocably appoints, subject to the rights of any Default or Event of Default (but for items (a), (b) and (c) below, upon and during continuance of any Event of Default only)the Prior Lienholders, the Borrower hereby irrevocably appoints Secured Parties or any other person whom the Bank, and any officer or agent thereof, Secured Parties may designate as the BorrowerGrantor's attorney-in-fact, with full power and authority in the place and stead of the Borrower Grantor and in the name of the Borrower Grantor or otherwisein its own name to: (i) endorse the Grantor's name on any checks, notes, acceptances, money orders, drafts or other forms of payment or security that may come into the Secured Parties' possession; (ii) sign the Grantor's name on any invoice or bill of lading rexxxxng to any Accounts, drafts against Customers, schedules and assignments of Accounts, notices of assignment, financing statements and other public records, verifications of account and notices to or from time Customers; (iii) verify the validity, amount or any other matter relating to time any Account Receivable (as defined in the Bank's discretionCode) by mail, telephone, telegraph or otherwise with Customers; (iv) execute customs declarations and such other documents as may be required to take any clear Inventory through United States Customs; (v) do all things necessary to carry out this Security Agreement and all action other documents and agreements related hereto; (vi) continue any insurance existing pursuant to execute any instrument or other assurance which the Bank may deem necessary or advisable to accomplish the purposes terms of this Security Agreement (subject to the rights and pay all or any part of the Borrower under SECTION 4.4)premium therefor and the cost thereof; and (vii) on or after the occurrence and continuation of an Event of Default, including, without limitation: (a) notify the post office authorities to obtain and adjust insurance required change the address for delivery of the Grantor's mail to be maintained an address designated by the Borrower pursuant to SECTION 4.3; (b) to ask, demand, collect, sue xxx, recover, compromise, receiveSecured Parties, and give acquittance and receipts for moneys due and to become due under or in respect of any of the Borrower's Security Agreement Collateral; (c) to receive, endorse open and collect any drafts or other instruments dispose of all mail addressed to the Grantor. The Grantor hereby ratifies and chattel paper in connection with CLAUSE (a) or (b); (d) to execute and do approves all such assurances, acts and things which the Borrower ought to do under the covenants and provisions of this Agreement; (e) to take any and all such actions as the Bank may, in its sole and absolute discretion, determine to be necessary or advisable for the purpose of maintaining, preserving or protecting the security constituted by this Agreement or any of the rights, remedies, attorney. The powers or privileges of conferred on the Bank under this Agreement; (f) generally, Secured Parties hereunder are solely to protect the Secured Parties' interests in the name of the Borrower or in the name of the Bank Collateral and shall not impose any duty upon them to exercise all any such powers. Neither the Secured Parties nor the attorney will be liable for any acts or omissions or for any error of the powersjudgment or mistake of fact or law. This power, authorities and discretions conferred on or reserved to the Bank pursuant to this Agreement; (g) to maintain and preserve all of the Borrower's Intellectual Property Collateral; and (h) to file such financing statements with respect hereto, with or without the Borrower's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Bank may deem appropriate, and to execute in the Borrower's name such financing statements and continuation statements which may require the Borrower's signature. The Borrower hereby acknowledges, consents, and agrees that the power of attorney granted pursuant to this SECTION is irrevocable and being coupled with an interest interest, is irrevocable until this Agreement is terminatedthe Obligations have been fully satisfied.

Attorney-in-Fact. Upon (a) For the purpose of allowing the Administrative Agent to exercise its rights and remedies provided in Article 8 following the occurrence and during continuance of any Default or Event of Default (but for items (a), (b) and (c) below, upon and during continuance the continuation of any Event of Default only)Default, the Borrower hereby irrevocably constitutes and appoints the Bank, Administrative Agent its true and any officer or agent thereof, the Borrower's lawful attorney-in-fact, with full authority power of substitution, to complete any part or all of the Project in the place and stead name of the Borrower Borrower, and hereby empowers such attorney or attorneys, following the occurrence and during the continuation of any Event of Default, as follows: (i) To use any unadvanced proceeds of the Loans for the purpose of completing, operating or maintaining any or all of the Project as required by the Material Project Documents. (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 the Project or the Collateral, or any part thereof, unless a bond or other security satisfactory to the Administrative Agent has been provided; (iv) To execute applications and certificates in the name of the Borrower which reasonably may be required by the Financing Documents or otherwise, from time to time in the Bank's discretion, to take any and all action and to execute any other agreement or instrument executed by or other assurance which the Bank may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights on behalf of the Borrower under SECTION 4.4), including, without limitation:in connection with any or all of the Project; (av) To prosecute and defend all actions or proceedings in connection with any or all of the Project or the Collateral or any part thereof and to obtain take such action and adjust insurance required to be maintained by require such performance as such attorney reasonably deems necessary under any performance and payment bond and the Financing Documents; (vi) To do any and every lawful act which the Borrower pursuant might do on its behalf with respect to SECTION 4.3;the Collateral or any part thereof or any or all of the Project and to exercise any or all of the Borrower’s 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 and the Fixed Rate Note. (b) to ask, demand, collect, sue xxx, recover, compromise, receive, and give acquittance and receipts for moneys due and to become due under or in respect of any of the Borrower's Security Agreement Collateral; (c) to receive, endorse and collect any drafts or other instruments and chattel paper in connection with CLAUSE (a) or (b); (d) to execute and do all such assurances, acts and things which the Borrower ought to do under the covenants and provisions of this Agreement; (e) to take any and all such actions as the Bank may, in its sole and absolute discretion, determine to be necessary or advisable for the purpose of maintaining, preserving or protecting the security constituted by this Agreement or any of the rights, remedies, powers or privileges of the Bank under this Agreement; (f) generally, in the name of the Borrower or in the name of the Bank to exercise all or any of the powers, authorities and discretions conferred on or reserved to the Bank pursuant to this Agreement; (g) to maintain and preserve all of the Borrower's Intellectual Property Collateral; and (h) to file such financing statements with respect hereto, with or without the Borrower's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Bank may deem appropriate, and to execute in the Borrower's name such financing statements and continuation statements which may require the Borrower's signature. The Borrower hereby acknowledges, consents, and agrees that the This power of attorney granted pursuant shall be deemed to this SECTION is irrevocable and be a power coupled with an interest until this Agreement is terminatedand shall be irrevocable.

Attorney-in-Fact. Upon and during continuance of any Default or Event of Default (but for items (a)Subject to compliance with applicable Nevada Gaming Laws, (b) and (c) below, upon and during continuance of any Event of Default only), the Borrower each Debtor hereby irrevocably appoints the Bank, and any officer or agent thereof, the Borrower's Intercreditor Agent as Debtors' attorney-in-fact, with full authority in the place and stead of the Borrower Debtor and in the name of such Debtor, the Borrower Intercreditor Agent or otherwise, from time to time upon and following the occurrence and continuation of an Event of Default, Default (as defined in the BankMortgage Notes Indenture) or Potential Event of Default in the Intercreditor Agent's discretion, discretion to take any and all action and to execute any instrument or other assurance which that the Bank Intercreditor Agent may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of the Borrower under SECTION 4.4)Agreement, including, without limitation: (a) 9.1 to obtain and adjust insurance required to be maintained by Debtors or paid to the Borrower Intercreditor Agent pursuant to SECTION 4.3this Agreement; (b) 9.2 to askask for, demand, collect, sue xxxxxx for, recover, compromisecompound, receive, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Borrower's Security Agreement Collateral; (c) 9.3 to receive, endorse and collect any drafts or other instruments instruments, documents and chattel paper in connection with CLAUSE clauses (a) or and (b)) above; (d) 9.4 to execute and do all such assurances, acts and things which file any claims or take any action or institute any proceedings that the Borrower ought Intercreditor Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to do under enforce the covenants and provisions rights of this Agreementthe Intercreditor Agent with respect to any of the Collateral; 9.5 to pay or discharge taxes or Liens (eother than Permitted Liens) levied or placed upon or threatened against the Collateral, the legality or validity thereof and the amounts necessary to take any and all such actions as discharge the Bank may, same to be determined by the Intercreditor Agent in its sole and absolute discretion, determine any such payments made by the Intercreditor Agent to be necessary or advisable for become obligations of Debtor to the purpose of maintainingIntercreditor Agent, preserving or protecting the security constituted by this Agreement or any of the rights, remedies, powers or privileges of the Bank under this Agreementdue and payable immediately without demand; (f) generally9.6 to sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in the name of the Borrower or in the name of the Bank to exercise all or any of the powers, authorities connection with accounts and discretions conferred on or reserved other documents relating to the Bank pursuant to this Agreement; (g) to maintain and preserve all of the Borrower's Intellectual Property Collateral; and (h) 9.7 upon the occurrence and during the continuation of an Event of Default, generally to file such financing statements sell, transfer, pledge, make any agreement with respect hereto, to or otherwise deal with or without any of the Borrower's signature, or a photocopy of this Agreement in substitution Collateral as fully and completely as though the Intercreditor Agent were the absolute owner thereof for a financing statement, as the Bank may deem appropriateall purposes, and to execute in do, at the BorrowerIntercreditor Agent's name such financing statements option and continuation statements which may require the Borrower's signature. The Borrower hereby acknowledgesDebtors' expense, consentsat any time or from time to time, all acts and agrees things that the power Intercreditor Agent deems necessary to protect, preserve or realize upon the Collateral and the Intercreditor Agent's security interest therein in order to effect the intent of attorney granted pursuant to this SECTION is irrevocable Agreement, all as fully and coupled with an interest until this Agreement is terminatedeffectively as Debtor might do.

Attorney-in-Fact. Upon Pledgor hereby constitutes and during continuance appoints Collateral Agent, acting for and on behalf of any Default itself and each successor or Event assign of Default (but for items (a), (b) Collateral Agent the true and (c) below, upon and during continuance of any Event of Default only), the Borrower hereby irrevocably appoints the Bank, and any officer or agent thereof, the Borrower's lawful attorney-in-factfact of Pledgor, with full power and authority in the place and stead of the Borrower Pledgor and in the name of the Borrower Pledgor, Collateral Agent or otherwise, from time to time in the Bank's discretion, to take any and all action and to execute any instrument or other assurance which the Bank may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights terms of the Borrower under SECTION 4.4)Credit Agreement, includingthis Agreement, without limitationthe Forbearance Agreement and applicable law, to enforce all rights, interests and remedies of Pledgor with respect to the Collateral, including the right: (a) to obtain and adjust insurance required to be maintained by the Borrower pursuant to SECTION 4.3; (b) to ask, require, demand, collect, sue xxx, recover, compromise, receive, receive and give acquittance for any and receipts all moneys and claims for moneys money due and to become due under or in respect of any arising out of the Borrower's Security Agreement Collateral, including any insurance policies; (b) to elect remedies under the Collateral and to endorse any checks or other instruments or orders in connection therewith; (c) to receivevote, endorse demand, receive and collect any drafts or other instruments and chattel paper in connection enforce Pledgor’s rights with CLAUSE (a) or (b)respect to the Collateral; (d) to execute give appropriate receipts, releases and satisfactions for and on behalf of and in the name of Pledgor or, at the option of Collateral Agent, in the name of Collateral Agent, with the same force and effect as Pledgor could do all such assurances, acts and things which the Borrower ought to do under the covenants and provisions of if this AgreementAgreement had not been made; (e) to file any claims or take any and all such actions as the Bank may, action or institute any proceedings in its sole and absolute discretion, determine connection therewith which Collateral Agent may reasonably deem to be necessary or advisable for the purpose of maintaining, preserving or protecting the security constituted by this Agreement or any of the rights, remedies, powers or privileges of the Bank under this Agreement;advisable; and (f) generallyto pay, in the name settle or compromise all bills and claims which may be or become Liens or security interests against any or all of the Borrower Collateral, or in the name of the Bank any part thereof, unless a bond or other security satisfactory to Collateral Agent has been provided; provided, however, that Collateral Agent shall not exercise all or any of the powersaforementioned rights unless an Event of Default has occurred and is continuing, authorities and discretions conferred on or reserved to the Bank pursuant to this Agreement; (g) to maintain and preserve all of the Borrower's Intellectual Property Collateral; and (h) to file such financing statements Collateral Agent has not waived its remedies with respect hereto, thereto in accordance with or without the Borrower's signature, or Credit Documents and the exercise of such rights is not restricted by the Forbearance Agreement. This power of attorney is a photocopy power coupled with an interest and shall be irrevocable until the termination of this Agreement in substitution for a financing statementaccordance with the terms hereof and the other Credit Documents; provided further, as however, that nothing in this Agreement shall prevent Pledgor from, prior to the Bank may deem appropriateexercise by Collateral Agent of any of the aforementioned rights, and to execute undertaking Pledgor’s operations in the Borrower's name such financing statements ordinary course of business in accordance with the Collateral and continuation statements which may require the Borrower's signature. The Borrower hereby acknowledges, consents, and agrees that the power of attorney granted pursuant to this SECTION is irrevocable and coupled with an interest until this Agreement is terminatedCredit Documents.

Attorney-in-Fact. Upon and during continuance of any Default or Event of Default (but for items (a), (b) and (c) below, upon and during continuance of any Event of Default only), the The Borrower hereby irrevocably constitutes and appoints the Bank, Lender as its true and any officer or agent thereof, the Borrower's lawful attorney-in-fact, with full authority in the its place and stead and with full power of substitution, either in the Borrower and 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 right: (i) Endorse any notes, checks, drafts, money orders, or otherwiseother 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 time 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 time payment, held by any Person for or in the Bank's discretionname of the Borrower; (ii) Enforce all of the Borrower’s rights under and pursuant to all agreements with respect to the Collateral, to take any and all action for the sole benefit of the Lender, and to execute any instrument or enter into such other assurance which agreements as may be necessary to complete the Bank production, distribution, and exploitation of Season Two; (iii) Enter into and perform such agreements as may deem be necessary or advisable in order to accomplish carry out the purposes terms, covenants, and conditions of this Agreement and the other Loan Documents that are required to be observed or performed by the Borrower; (subject iv) Execute such other and further mortgages, pledges, and assignments of the Collateral as the Lender may reasonably require solely for the purpose of 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 under SECTION 4.4), including, without limitation: (a) or to obtain engage others to do so with the costs and adjust insurance required expenses thereof to be maintained recoupable by the Borrower pursuant to SECTION 4.3Lender as provided herein); (bviii) Renegotiate the Netflix License Agreement or such other agreements as the Lender has a Lien in pursuant to askthe terms hereof as the Lender in its sole and exclusive discretion deems proper; (ix) Require, demand, collect, sue xxx, recover, compromise, receive, settle, adjust, compromise and to give acquittance acquittances and receipts for moneys due and to become due under or in respect 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 the Borrower's Security Agreement Collateral; (cxi) to receiveExecute any and all such instruments, endorse and collect any drafts agreements or other instruments and chattel paper in connection with CLAUSE (a) or (b); (d) to execute documents, and do all such assurances, acts and things which as may be necessary or desirable to carry out the Borrower ought to do under the covenants and provisions purposes of this Agreement; (exii) Apply any receipts so derived from the Lender’s exercise of this power-of-attorney to take the Obligations as herein provided; (xiii) Settle, compromise, prosecute or defend any action, claim or proceeding with respect thereto and to sell, assign, pledge, transfer and make any agreement respecting or otherwise deal with, the same; (xiv) Effect Delivery to Netflix; and (xv) Do any and all such actions as other acts necessary and proper to carry out the Bank may, in its sole and absolute discretion, determine to be necessary or advisable for the purpose intent of maintaining, preserving or protecting the security constituted by this Agreement or any of the rights, remedies, powers or privileges of the Bank under this Agreement; (fb) generallyNothing 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 the name favor of the Borrower or in to any claim or action against the name Lender. Neither the Lender nor its attorneys will be liable for any acts or omissions or for any error of the Bank to exercise all judgment or any mistake of the powers, authorities and discretions conferred on fact or reserved to the Bank pursuant to this Agreement; (g) to maintain and preserve all of the Borrower's Intellectual Property Collateral; and (h) to file such financing statements with respect hereto, with or without the Borrower's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Bank may deem appropriate, and to execute in the Borrower's name such financing statements and continuation statements which may require the Borrower's signaturelaw. The Borrower hereby acknowledges, consents, ratifies and agrees that confirms all acts taken by the Lender as such attorney-in-fact or its substitutes by virtue of this power of attorney granted pursuant to this SECTION is irrevocable and attorney. This power, being coupled with an interest interest, is irrevocable until this Agreement is terminatedhas been terminated and the Obligations have been fully satisfied.

Attorney-in-Fact. Upon Subject to Obligor’s rights under Section 2.12 and during continuance of any Default or Event of Default (but for items (a)until this Agreement is terminated pursuant to Section 2.14, (b) and (c) below, upon and during continuance of any Event of Default only), the Borrower Obligor hereby irrevocably constitutes and appoints the Bank, Lender and any officer or agent thereof, the Borrower's with full power of substitution, as its true and lawful attorney-in-fact, fact with full irrevocable power and authority in the place and stead of the Borrower Obligor and in the name of the Borrower Obligor or otherwise, from time to time in the Bank's discretionits own name, to take any and all appropriate action and to execute any document or instrument or other assurance which the Bank that may deem be necessary or advisable desirable to preserve the validity, perfection and priority of the Liens granted on the Collateral by this Agreement and, during the continuance of any Event of Default with respect to Borrower, (i) to take any appropriate action and to execute any document or instrument that may be necessary or desirable to accomplish the purposes purpose of carrying out the provisions of this Agreement and (subject ii) to exercise its rights, remedies, powers and privileges under this Agreement. This appointment as attorney‑in‑fact is irrevocable and coupled with an interest. Without limiting the rights generality of the Borrower under SECTION 4.4)foregoing, includingthe Obligor hereby gives Lender the power and right, on behalf of the Obligor, without limitation: notice to or assent by Obligor, upon the occurrence and during the continuation of any Event of Default with respect to Borrower, (a) to obtain and adjust insurance required to be maintained by the Borrower pursuant to SECTION 4.3; (bi) to ask, demand, collect, sue xxxxxx for, recover, compromise, receive, receive and give acquittance receipt and receipts discharge for moneys amounts due and to become due under or and in respect of all or any part of the Borrower's Security Agreement Collateral; , (cii) to receive, endorse and collect file any drafts claims or other instruments and chattel paper in connection with CLAUSE (a) or (b); (d) to execute and do all such assurances, acts and things which the Borrower ought to do under the covenants and provisions of this Agreement; (e) to take any and all such actions as the Bank may, in its sole and absolute discretion, determine to be action or proceeding that Lender may deem necessary or advisable for the purpose collection of maintaining, preserving or protecting the security constituted by this Agreement or any of the rights, remedies, powers or privileges of the Bank under this Agreement; (f) generally, in the name of the Borrower or in the name of the Bank to exercise all or any part of the powersCollateral, authorities (iii) to execute, in connection with any sale or disposition of the Collateral under Article II, any endorsements, assignments, bills of sale or other instruments of conveyance or transfer with respect to all or any part of the Collateral, (iv) pay or discharge taxes and discretions conferred liens levied or placed on or reserved threatened against the Collateral, (v) execute, in connection with any sale provided for in Article II, any endorsement, assignment or other instrument of conveyance or transfer with respect to the Bank pursuant Collateral, and (vi) (A) direct any party liable for any payment under any Collateral to this Agreement; make payment of any moneys due or to become due thereunder directly to Lender or as Lender shall direct, (gB) ask or demand for, collect, and receive payment of and receipt for, any moneys, claims and other amounts due or to maintain become due at any time in respect of or arising out of any Collateral, (C) commence and preserve all prosecute any suit, action or proceeding at law or in equity in any 8 PLEDGE AGREEMENT court of the Borrower's Intellectual Property competent jurisdiction to collect any Collateral and to enforce any other right in respect of any Collateral; and , (hD) to file such financing statements defend any suit, action or proceeding brought against Obligor with respect heretoto any Collateral, with (E) settle, compromise or without the Borrower's signatureadjust any such suit, action or a photocopy proceeding in respect of this Agreement or arising out of any Collateral and, in substitution for a financing statementconnection therewith, give such discharges or releases as the Bank Lender may deem appropriate, and (F) generally, sell, transfer, pledge and make any agreement with respect to execute in or otherwise deal with any Collateral as fully and completely as though Lender were the Borrower's name such financing statements and continuation statements which may require the Borrower's signature. The Borrower hereby acknowledges, consentsabsolute owner thereof for all purposes, and agrees do, at Lender’s option and such Obligor’s expense, at any time, or from time to time, all acts and things that Lender deems necessary to protect, preserve or realize upon the power Collateral and Lender’s security interests therein and to effect the intent of attorney granted pursuant to this SECTION is irrevocable Agreement, all as fully and coupled with an interest until this Agreement is terminatedeffectively as such Obligor might do.

Attorney-in-Fact. Upon Borrower hereby constitutes and during continuance appoints Administrative Agent, acting for and on behalf of any Default itself and the Banks and each successor or Event assign of Default (but for items (a), (b) Administrative Agent and (c) below, upon and during continuance of any Event of Default only)the Banks, the Borrower hereby irrevocably appoints the Bank, true and any officer or agent thereof, the Borrower's lawful attorney-in-factfact of Borrower, with full power and authority in the place and stead of the Borrower and in the name of the Borrower, Administrative Agent or otherwise to enforce all rights, interests and remedies of Borrower or otherwise, from time to time in the Bank's discretion, to take any and all action and to execute any instrument or other assurance which the Bank may deem necessary or advisable to accomplish the purposes of this Agreement (subject with respect to the rights of the Borrower under SECTION 4.4)Collateral, including, without limitation, the right: (a) to obtain and adjust insurance required to be maintained by the Borrower pursuant to SECTION 4.3; (b) 10.1 to ask, require, demand, collect, sue xxx, recover, compromise, receive, receive and give acquittance for any and receipts all moneys and claims for moneys due and to become due under or in respect arising out of the Assigned Agreements or any of the Borrower's Security Agreement other Collateral, including without limitation, any insurance policies with respect to any Project; (c) 10.2 to receive, elect remedies thereunder and to endorse and collect any drafts checks or other instruments and chattel paper or orders in connection with CLAUSE (a) or (b)therewith; (d) 10.3 to execute and do all such assurances, acts and things which the Borrower ought to do under the covenants and provisions of this Agreement; (e) to file any claims or take any and all such actions as the Bank may, action or institute any proceedings in its sole and absolute discretion, determine connection therewith which Administrative Agent may reasonably deem to be necessary or advisable for the purpose of maintaining, preserving or protecting the security constituted by this Agreement or any of the rights, remedies, powers or privileges of the Bank under this Agreementadvisable; (f) generally10.4 to pay, in the name of the Borrower settle or in the name of the Bank to exercise compromise all bills and claims which may be or become liens or security interests against any of the powers, authorities and discretions conferred on or reserved to the Bank pursuant to this Agreement; (g) to maintain and preserve all of the Borrower's Intellectual Property Collateral, or any part thereof, unless a bond or other security satisfactory to Administrative Agent has been provided; and (h) 10.5 upon foreclosure and to file such financing statements the extent provided in the Consents, to do any and every act which Borrower may do on its behalf with respect hereto, with to the Collateral or without the any part thereof and to exercise any or all of Borrower's signaturerights and remedies under any or all of the Assigned Agreements; provided, or a photocopy of this Agreement in substitution for a financing statementhowever, as that Administrative Agent shall not exercise any such rights except upon the Bank may deem appropriate, and to execute in the Borrower's name such financing statements occurrence and continuation statements which may require the Borrower's signatureof an Event of Default. The Borrower hereby acknowledges, consents, and agrees that the This power of attorney granted pursuant to this SECTION is irrevocable and a power coupled with an interest until this Agreement is terminatedand shall be irrevocable.

Attorney-in-Fact. Upon and during continuance of any Default or Event of Default (but for items (a)) Subject to the rights of such Obligor under Sections 3.06, (b) 3.07, 3.08 and (c) below3.09, and subject to the terms and provisions of the Exchange Offer Intercreditor Agreement, the Trustee is hereby appointed the attorney-in-fact of each Obligor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instruments which the Trustee may deem necessary or advisable to accomplish the purposes of this Agreement, to preserve the validity, and security interest of the Liens granted by this Agreement and, following any Default, to exercise its rights, remedies, powers and privileges under this Agreement. This appointment as attorney-in-fact is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Trustee shall be entitled under this Agreement upon the occurrence and during continuance continuation of any Event of Default only(or, in respect of Section 4.02(b), any Default) (i) to ask, demand, collect, sue for, recover, receive and give receipt and discharge for amxxxts due and to become due under and in respect of all or any part of the Borrower Collateral; (ii) to receive, endorse and collect any Instruments or other drafts, instruments, documents and chattel paper in connection with clause (i) above (including any draft or check representing the proceeds of insurance or the return of unearned premiums); (iii) to file any claims or take any action or proceeding that the Trustee may deem necessary or advisable for the collection of all or any part of the Collateral, including the collection of any compensation due and to become due under any contract or agreement with respect to all or any part of the Collateral; and (iv) to execute, in connection with any sale or disposition of the Collateral under Article VII, any endorsements, assignments, bills of sale or other instruments of conveyance or transfer with respect to all or any part of the Collateral. In any suit, proceeding or action brought by the Trustee relating to any Account, contract or Instrument for any sum owing thereunder, or to enforce any provision of any Account, contract or Instrument, the Obligors, jointly and severally, will save, indemnify and keep the Trustee harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the obligor thereunder, arising out of a breach by any Obligor of any obligation thereunder or arising out of any other agreement, Indebtedness or liability at any time owing to, or in favor of, such obligor or its successors from the Obligors, and all such obligations of the Obligors shall be and remain enforceable against and only against the Obligors and shall not be enforceable against the Trustee. (b) Without limiting the rights and powers of the Trustee under Section 3.05(a), and subject to the terms and provisions of the Exchange Offer Intercreditor Agreement, each Obligor hereby irrevocably appoints the Bank, and any officer or agent thereof, the Borrower's Trustee as its attorney-in-fact, effective the Signing Date and terminating upon the termination of this Agreement, for the purpose of (i) executing on behalf of such Obligor title or ownership applications for filing with full authority in appropriate state agencies to enable Motor Vehicles now owned or hereafter acquired by such Obligor to be retitled and the place Trustee to be listed as lienholder as to such Motor Vehicles, (ii) filing such applications with such state agencies and stead of the Borrower (iii) executing such other documents and instruments on behalf of, and taking such other action in the name of of, such Obligor as the Borrower or otherwise, from time to time in the Bank's discretion, to take any and all action and to execute any instrument or other assurance which the Bank Trustee may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of the Borrower under SECTION 4.4), including, without limitation: (a) to obtain and adjust insurance required to be maintained by the Borrower pursuant to SECTION 4.3; (b) to ask, demand, collect, sue xxx, recover, compromise, receive, and give acquittance and receipts for moneys due and to become due under or in respect of any of the Borrower's Security Agreement Collateral; (c) to receive, endorse and collect any drafts or other instruments and chattel paper in connection with CLAUSE (a) or (b); (d) to execute and do all such assurances, acts and things which the Borrower ought to do under the covenants and provisions of this Agreement; (e) to take any and all such actions as the Bank may, in its sole and absolute discretion, determine to be necessary or advisable for including the purpose of maintaining, preserving or protecting the security constituted by this Agreement or any creating in favor of the rights, remedies, powers or privileges Trustee security interest in the Motor Vehicles and exercising the rights and remedies of the Bank Trustee under this Agreement; (f) generally, in the name of the Borrower or in the name of the Bank to exercise all or any of the powers, authorities and discretions conferred on or reserved to the Bank pursuant to this Agreement; (g) to maintain and preserve all of the Borrower's Intellectual Property Collateral; and (h) to file such financing statements with respect hereto, with or without the Borrower's signature, or a photocopy of this Agreement in substitution for a financing statement, Article VII). This appointment as the Bank may deem appropriate, and to execute in the Borrower's name such financing statements and continuation statements which may require the Borrower's signature. The Borrower hereby acknowledges, consents, and agrees that the power of attorney granted pursuant to this SECTION attorney-in-fact is irrevocable and coupled with an interest until interest. (c) Without limiting the rights and powers of the Trustee under Section 3.05(a), and subject to the terms and provisions of the Exchange Offer Intercreditor Agreement,each Obligor hereby appoints the Trustee as its attorney-in-fact, effective the Signing Date and terminating upon the termination of this Agreement Agreement, for the purpose of executing and filing all such contracts, agreements and other documents as are contemplated by Section 3.04(d). This appointment as attorney-in-fact is terminatedirrevocable and coupled with an interest.

Attorney-in-Fact. Upon and during continuance of any Default or Event of Default (but for items (a)) Subject to Obligor's rights under Sections 2.13 through 2.16, (b) and (c) below, upon and during continuance of any Event of Default only), the Borrower Obligor hereby irrevocably constitutes and appoints the Bank, Collateral Agent and any officer or agent thereof, the Borrower's with full power of substitution, as its true and lawful attorney-in-fact, fact with full irrevocable power and authority in the place and stead of the Borrower Obligor and in the name of Obligor or in its own name, for the Borrower or otherwise, from time to time in purpose of carrying out the Bank's discretionprovisions of this Agreement upon the occurrence and during the continuation of an Event of Default, to (x) take any and all appropriate action and to execute any document or instrument that may be necessary or desirable to accomplish the purposes of this Agreement, (y) preserve the validity, perfection and priority of the liens granted by this Agreement and, (z) exercise its rights, remedies, powers and privileges under this Agreement. This appointment as attorney-in-fact is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, Obligor hereby gives the Collateral Agent the power and right, on behalf of Obligor, without notice to or assent by Obligor, upon the occurrence and during the continuation of any Event of Default (i) to ask, demand, collect, xxx for, recover, receive and give receipt and discharge for amounts due and to become due under and in respect of all or any part of the Collateral, (ii) to, in the name of Obligor or its own name, or otherwise, take possession of, receive and indorse and collect any check, Account, Chattel Paper, draft, note, acceptance or other assurance Instrument for the payment of moneys due under any Account or General Intangible, (iii) to file any claims or take any action or proceeding that the Collateral Agent may deem necessary or advisable for the collection of all or any part of the Collateral, (iv) 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 the Collateral, (v) in the case of any Intellectual Property, execute and deliver, and have recorded, any agreement, instrument, document or paper as the Collateral Agent may request to evidence the Collateral Agent's security interest in such Intellectual Property and the goodwill and General Intangibles of Obligor relating thereto or represented thereby, (vi) pay or discharge taxes and Liens levied or placed on or threatened against the Collateral (other than Permitted Liens), effect any repair or pay or discharge any insurance called for by the terms of this Agreement (including all or any part of the premiums therefor and the costs thereof), (vii) 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 Collateral to make payment of any moneys due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall direct, (B) ask or demand for, collect, and receive payment of and receipt for, any moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral, (C) sign and indorse any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipt, draft against debtors, assignment, verification, notice and other document in connection with any Collateral, (D) commence and prosecute any suit, action or proceeding at law or in equity in any court of competent jurisdiction to collect any Collateral and to enforce any other right in respect of any Collateral, (E) defend any suit, action or proceeding brought against Obligor with respect to any Collateral, (F) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or releases as the Collateral Agent may deem appropriate, (G) assign any Copyright, Patent or Trademark (along with the goodwill of the business to which any such Trademark pertains) throughout the Bank world for such term or terms, on such conditions, and in such manner as the Collateral Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment and (H) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any Collateral as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes, and do, at the Collateral Agent's option and Obligor's expense, at any time, or from time to time, all acts and things that the Collateral Agent reasonably deems necessary to protect, preserve or realize upon the Collateral and the Collateral Agent's and the other Secured Parties' security interests therein and to effect the intent of this Agreement, all as fully and effectively as Obligor might do. (b) Without limiting the rights and powers of the Collateral Agent under Section 2.12(a), Obligor hereby appoints the Collateral Agent as its attorney-in-fact, effective the date of this Agreement and terminating upon the Discharge Date, for the purpose of, upon the occurrence and during the continuation of an Event of Default, (i) executing on behalf of Obligor title or ownership applications for filing with appropriate state agencies to enable Motor Vehicles now owned or in the future acquired by Obligor to be retitled and the Collateral Agent to be listed as lien holder 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 name of, Obligor as the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of the Borrower under SECTION 4.4), including, without limitation: (a) to obtain and adjust insurance required to be maintained by the Borrower pursuant to SECTION 4.3; (b) to ask, demand, collect, sue xxx, recover, compromise, receive, and give acquittance and receipts for moneys due and to become due under or in respect of any of the Borrower's Security Agreement Collateral; (c) to receive, endorse and collect any drafts or other instruments and chattel paper in connection with CLAUSE (a) or (b); (d) to execute and do all such assurances, acts and things which the Borrower ought to do under the covenants and provisions of this Agreement; (e) to take any and all such actions as the Bank may, in its sole and absolute discretion, determine to be necessary or advisable for including the purpose of maintaining, preserving or protecting creating in favor of the security constituted by this Agreement or any of Collateral Agent a perfected lien on the Motor Vehicles and exercising the rights, remedies, powers or and privileges of the Bank Collateral Agent under this Agreement; (f) generally, in the name of the Borrower or in the name of the Bank to exercise all or any of the powers, authorities and discretions conferred on or reserved to the Bank pursuant to this Agreement; (g) to maintain and preserve all of the Borrower's Intellectual Property Collateral; and (h) to file such financing statements with respect hereto, with or without the Borrower's signature, or a photocopy of this Agreement in substitution for a financing statement, Section 5.01). This appointment as the Bank may deem appropriate, and to execute in the Borrower's name such financing statements and continuation statements which may require the Borrower's signature. The Borrower hereby acknowledges, consents, and agrees that the power of attorney granted pursuant to this SECTION attorney-in-fact is irrevocable and coupled with an interest. (c) Without limiting the rights and powers of the Collateral Agent under Section 2.12(a), Obligor hereby appoints the Collateral Agent as its attorney-in-fact, effective the date of this Agreement and terminating upon the Discharge Date, at the Collateral Agent's option, but without any obligation so to do, for the purpose of performing, executing, and filing all such contracts, agreements and other documents as are contemplated by Section 2.11(b). This appointment as attorney-in-fact is irrevocable and coupled with an interest. (d) The expenses of the Collateral Agent incurred in connection with actions undertaken as provided in this Section 2.12, together with interest thereon at a rate per annum equal to the rate per annum at which interest would then be payable on past due Notes under the Indenture, from the date of payment by the Collateral Agent to the date reimbursed by Obligor, shall be payable by Obligor to the Collateral Agent on demand and shall constitute Secured Obligations and be secured by the Liens of the Collateral Documents. (e) Obligor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminatedterminated and the security interests created hereby are released.

Attorney-in-Fact. Upon and during continuance of any Default or Event of Default (but for items (a), (b) and (c) below, upon and during continuance of any Event of Default only), the Borrower Each Debtor hereby irrevocably constitutes and appoints the BankCollateral Agent, with full power of substitution, as its true and any officer or agent thereof, the Borrower's lawful attorney-in-fact, fact with full irrevocable power and authority in the place and stead of the Borrower such Debtor and in the name of such Debtor or in its own name, upon the Borrower or otherwiseoccurrence 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 Bank's discretiondiscretion of the Collateral 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 instrument or other assurance and all documents and instruments which the Bank may deem be necessary or advisable 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 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: (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 (subject to the rights of the Borrower under SECTION 4.4), including, without limitation: (a) to obtain and adjust insurance required to be maintained by the Borrower pursuant to SECTION 4.3Agreement; (b) to ask, demand, collect, sue xxx, recover, compromise, receive, 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 respect any court of law or equity or otherwise deemed appropriate by the 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 Borrower's Security Agreement CollateralCollateral Agent for the purpose of collecting any and all such moneys due under any Collateral whenever payable; (c) to receivepay or discharge charges or liens levied or placed on or threatened against the Collateral, endorse to effect any insurance called for by the terms of this Agreement and collect to pay all or any drafts or other instruments and chattel paper in connection with CLAUSE (a) or (b)part of the premiums therefor; (d) to execute direct any party liable for any payment under any of the Collateral to make payment of any and do all such assurancesmoneys due, acts and things which to become due thereunder, directly to the Borrower ought Collateral Agent or as the Collateral Agent shall direct, and to do under the covenants receive payment of and provisions receipt for any and all moneys, claims and other amounts due, and to become due at any time, in respect of this Agreementor arising out of any Collateral; (e) to take sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and all such actions as notices in connection with accounts and other Documents constituting or relating to the Bank may, in its sole and absolute discretion, determine to be necessary or advisable for the purpose of maintaining, preserving or protecting the security constituted by this Agreement or any of the rights, remedies, powers or privileges of the Bank under this AgreementCollateral; (f) generallyto commence and prosecute any suits, in the name of the Borrower actions or proceedings at law or in equity in any court of competent jurisdiction to collect the name of the Bank to exercise all Collateral or any part thereof and to enforce any other right in respect of the powers, authorities and discretions conferred on or reserved to the Bank pursuant to this Agreementany Collateral; (g) to maintain and preserve all of the Borrower's Intellectual Property defend any suit, action or proceeding brought against a Debtor with respect to any Collateral; and; (h) to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the 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 heretoto this Agreement, with or without the Borrower's such Debtor’s signature, or to file a photocopy of this Agreement in substitution for a financing statement, as the Bank Collateral Agent may deem appropriate, appropriate and to execute in the Borrower's such Debtor’s name such financing statements and amendments thereto and continuation statements which may require such Debtor’s signature; (j) generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Borrower's signatureCollateral as fully and completely as though the Collateral Agent were the absolute owners thereof for all purposes; and (k) to do, at the Collateral Agent’s option and at such Debtor’s expense, at any time, or from time to time, all acts and things which the Collateral Agent reasonably deems necessary to protect or preserve or realize upon the Collateral and the Secured 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 Borrower hereby acknowledges, consents, and agrees that the power of attorney granted pursuant to this SECTION hereunder is irrevocable and 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 terminatedterminated in accordance with Section 4.11 hereof. Each Debtor also authorizes the 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 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 4.5 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.

Attorney-in-Fact. Upon and during continuance of any Default or Event of Default (but for items (a), (b) and (c) below, upon and during continuance of Without limiting any Event of Default only)rights or powers granted by this Agreement to the Collateral Agent, the Borrower Pledgor hereby irrevocably appoints the BankCollateral Agent, and on behalf of the Secured Parties, or any person, officer or agent thereofwhom the Collateral Agent may designate, the Borrower's as its true and lawful attorney-in-factfact and proxy, with full irrevocable power and authority in the place and stead of the Borrower Pledgor and in the name of the Borrower Pledgor or otherwisein its own name, at the Pledgor’s sole cost and expense, from time to time in the Bank's discretion, to take any and all action and to execute any instrument or other assurance which the Bank may deem be necessary or reasonably advisable to accomplish the purposes of enforce its rights under this Agreement (subject to upon and during the rights continuation of a Trigger Event. This appointment as attorney-in-fact is irrevocable and coupled with an interest. Without limiting the generality of the Borrower under SECTION 4.4)foregoing, includingthe Pledgor hereby gives the Collateral Agent the power and right, on behalf of the Pledgor, without limitation: (a) notice to obtain and adjust insurance required to be maintained or assent by the Borrower pursuant to SECTION 4.3; Pledgor, upon the occurrence and during the continuation of a Trigger Event, (bi) to ask, demand, collect, sue xxxxxx for, recover, compromise, receive, receive and give acquittance receipt and receipts discharge for moneys amounts due and to become due under or and in respect of all or any part of the Borrower's Security Agreement Pledged Collateral; , (cii) to receive, endorse and collect file any drafts claims or other instruments and chattel paper in connection with CLAUSE (a) or (b); (d) to execute and do all such assurances, acts and things which the Borrower ought to do under the covenants and provisions of this Agreement; (e) to take any and all such actions as action or proceeding that the Bank may, in its sole and absolute discretion, determine to be Collateral Agent may deem necessary or advisable for the purpose collection of maintaining, preserving or protecting the security constituted by this Agreement or any of the rights, remedies, powers or privileges of the Bank under this Agreement; (f) generally, in the name of the Borrower or in the name of the Bank to exercise all or any part of the powersPledged Collateral, authorities (iii) to execute, in connection with any sale or disposition of the Pledged Collateral under Article V, any endorsements, assignments or other instruments of conveyance or transfer with respect to all or any part of the Pledged Collateral, and discretions conferred on (iv) (A) direct any party liable for any payment under any Pledged Collateral to make payment of any monies due or reserved to become due thereunder directly to the Bank pursuant Collateral Agent or as the Collateral Agent shall direct, (B) ask or demand for, collect, and receive payment of and receipt for, any monies, claims and other amounts due or to this Agreement; become due at any time in respect of or arising out of any Pledged Collateral, (gC) commence and prosecute any suit, action or proceeding at law or in equity in any court of competent jurisdiction to maintain collect any Pledged Collateral and preserve all to enforce any other right in respect of any Pledged Collateral, (D) defend any suit, action or proceeding brought against the Borrower's Intellectual Property Collateral; and (h) to file such financing statements Pledgor with respect heretoto any Pledged Collateral, with (E) settle, compromise or without the Borrower's signatureadjust any such suit, action or a photocopy of this Agreement proceeding and, in substitution for a financing statementconnection therewith, give such discharges or releases as the Bank Collateral Agent may deem appropriate, and to execute in the Borrower's name such financing statements and continuation statements which may require the Borrower's signature. The Borrower hereby acknowledges, consents, and agrees that the power of attorney granted pursuant to this SECTION is irrevocable and coupled with an interest until this Agreement is terminated.and