Common use of Attorney-in-Fact Clause in Contracts

Attorney-in-Fact. Company hereby irrevocably appoints Trustee as Company's attorney-in-fact effective during the continuance of an Event of Default, with full authority in the place and stead of Company and in the name of Company, Trustee or Holders or otherwise, from time to time in Trustee's discretion to take any action (including completion and presentation of any proxy) and to execute any instrument that Trustee may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation (but subject to the other provisions hereof), to (i) receive, endorse and collect all instruments made payable to Company representing any dividend or other distribution in respect of the Pledged Collateral or any part thereof; (ii) exercise the voting and other consensual rights pertaining to the Pledged Collateral; and (iii) sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Pledged Collateral as fully and completely as though Trustee was the absolute owner thereof for all purposes, and to do, at Trustee's option and Company's expense, at any time or from time to time, all acts and things that Trustee deems necessary to protect, preserve or realize upon the Pledged Collateral. Company hereby ratifies and approves all acts of Trustee made or taken pursuant to this Section 9. Except as specifically set forth in Section 11 hereof, neither Trustee nor any Person designated by Trustee shall be liable for any acts or omissions or for any error of judgment or mistake of fact or law. This power of attorney, being coupled with an interest, shall be irrevocable until all Secured Obligations shall have been paid in full.

Attorney-in-Fact. Company Contributor hereby irrevocably appoints Trustee the Company (or its designee) and any successor thereof from time to time (the Company or such designee or any such successor of any of them acting in the Contributor’s capacity as Company's attorney-in-fact effective during pursuant hereto, the continuance “Attorney-in-Fact”) as the true and lawful attorney-in-fact and agent of an Event of DefaultContributor, with full authority to act in the name, place and stead of Company Contributor to make, execute, acknowledge and in deliver all such other contracts, orders, receipts, notices, requests, instructions, certificates, consents, letters and other writings relating to the name of Companytransactions contemplated by this Agreement (including, Trustee or Holders or otherwisewithout limitation, from time to time in Trustee's discretion to take any action (including completion and presentation the execution of any proxyClosing Documents or other documents) relating to the acquisition by the Company of the Contributor’s Holdings Interests, all in accordance with the terms and to execute any instrument that Trustee may deem necessary or advisable to accomplish the purposes conditions of this Agreement, including, without limitation (but subject to as well as the other provisions hereof), to (i) receive, endorse and collect all instruments made payable to Company representing any dividend or other distribution in respect organizational documents of the Pledged Collateral Company and the Operating Partnership, as they may be amended or revised, any part thereof; (ii) exercise the voting registration rights agreements and other consensual rights pertaining to the Pledged Collateral; and (iii) sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Pledged Collateral as fully and completely as though Trustee was the absolute owner thereof for all purposeslock-up agreements, and to doprovide information to the Securities and Exchange Commission and others about the transactions contemplated hereby, as fully as could the Contributor if personally present and acting (the “Power of Attorney”). The Contributor agrees, at Trustee's option the request of the Company, to execute a separate power of attorney and Company's expenseproxy on the same terms as set forth in this Section 5.3, at with such execution to be witnessed and notarized. The Power of Attorney entered into by the Contributor and all authority granted hereby shall be coupled with an interest and therefore shall be irrevocable and shall not be terminated by any time act of Contributor, by operation of law or from time by the occurrence of any other event or events, and if any other such act or event shall occur before the completion of the transactions contemplated by this Agreement, the Attorney-in-Fact shall nevertheless be authorized and directed to time, complete all acts such transactions as if such other act or event had not occurred and things that Trustee deems necessary to protect, preserve or realize upon regardless of notice thereof. Contributor hereby authorizes the Pledged Collateralreliance of third parties on each of the Power of Attorney. Company Contributor hereby ratifies and approves confirms all acts that the Attorney-in-Fact shall lawfully do or cause to be done by virtue of Trustee made the exercise of the powers granted to it by Contributor hereunder. Contributor acknowledges that the Company has, and any designee or taken successor thereof acting as Attorney-in-Fact may have, an economic interest in the transactions contemplated by this Agreement. The Power of Attorney contained in this Section 5.3 shall expire on the earlier of the first anniversary of the Closing or the termination of this Agreement. Notwithstanding anything to the contrary, the Attorney-in-Fact may not expand the Contributor’s covenants, representations or covenants beyond those contemplated by this Agreement and the other documents and agreements contemplated hereby or modify the provisions of this Agreement pursuant to this Section 9. Except as specifically set forth in Section 11 hereof, neither Trustee nor any Person designated by Trustee shall be liable for any acts or omissions or for any error such Power of judgment or mistake of fact or law. This power of attorney, being coupled with an interest, shall be irrevocable until all Secured Obligations shall have been paid in fullAttorney.

Attorney-in-Fact. Company Grantor hereby irrevocably appoints Trustee Beneficiary and its successors and assigns, as Company's attorney-in-fact effective during the continuance of an Event of Defaultits attorney in fact, with full authority in the place and stead of Company and in the name of Company, Trustee or Holders or otherwise, from time to time in Trustee's discretion to take any action (including completion and presentation of any proxy) and to execute any instrument that Trustee may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation (but subject to the other provisions hereof), to (i) receive, endorse and collect all instruments made payable to Company representing any dividend or other distribution in respect of the Pledged Collateral or any part thereof; (ii) exercise the voting and other consensual rights pertaining to the Pledged Collateral; and (iii) sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Pledged Collateral as fully and completely as though Trustee was the absolute owner thereof for all purposes, and to do, at Trustee's option and Company's expense, at any time or from time to time, all acts and things that Trustee deems necessary to protect, preserve or realize upon the Pledged Collateral. Company hereby ratifies and approves all acts of Trustee made or taken pursuant to this Section 9. Except as specifically set forth in Section 11 hereof, neither Trustee nor any Person designated by Trustee shall be liable for any acts or omissions or for any error of judgment or mistake of fact or law. This power of attorney, being which agency is coupled with an interest, to execute and/or record any notices of completion, cessation of labor, or any other notices that Beneficiary deems appropriate to protect Beneficiary's interest, if Grantor shall fail to do so within ten (10) days after written request by Beneficiary, upon the issuance of a deed pursuant to the foreclosure of this Deed of Trust or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents, Personalty, Fixtures, Plans and Property Agreements in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, to prepare, execute and file or record financing statements, continuation statements, applications for registration and like papers necessary to create, perfect or preserve Beneficiary's security interests and rights in or to any of the collateral, and while any Event of Default exists and is continuing, to perform any obligation of Grantor hereunder; however: Beneficiary shall not under any circumstances be obligated to perform any obligation of Grantor; any sums advanced by Beneficiary in such performance shall be irrevocable until all Secured Obligations added to and included in the Indebtedness and shall have been paid bear interest at the Default Rate; Beneficiary as such attorney in fullfact shall only be accountable for such funds as are actually received by Beneficiary; and Beneficiary shall not be liable to Grantor or any other person or entity for any failure to take any action which it is empowered to take under this Section.

Attorney-in-Fact. Company hereby irrevocably appoints Trustee as Company's attorney-in-fact effective during the continuance of an Event of Default, with full authority in the place and stead of Company and in the name of Company, Trustee or Holders or otherwise, from time to time in Trustee's discretion to take any action (including completion and presentation of any proxy) and to execute any instrument that Trustee may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation (but subject to the other provisions hereof), to (i) receive, endorse and collect all instruments made payable to Company representing any dividend or other distribution in respect of the Pledged Collateral or any part thereofthereof to the extent it is also Pledged Collateral; (ii) exercise the voting and other consensual rights pertaining to the Pledged Collateral; and (iii) sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Pledged Collateral as fully and completely as though Trustee was the absolute owner thereof for all purposes, and to do, at Trustee's option and Company's expense, at any time or from time to time, all acts and things that Trustee deems necessary to protect, preserve or realize upon the Pledged Collateral. Company hereby ratifies and approves all acts of Trustee made or taken pursuant to this Section 9. Except as specifically set forth in Section 11 hereof, neither Trustee nor any Person designated by Trustee shall be liable for any acts or omissions or for any error of judgment or mistake of fact or law. This power of attorney, being coupled with an interest, shall be irrevocable until all Secured Obligations shall have been paid in full.

Attorney-in-Fact. Company Pledgor hereby irrevocably constitutes and appoints Trustee as Company's its true and lawful attorney-in-fact effective during the continuance of an Event of Default, with full power and authority in the place and stead of Company Pledgor and in the name of CompanyPledgor, Trustee or Holders or otherwise, from time to time in Trustee's discretion to take any action (including completion and presentation of any proxy) and to execute any instrument that Trustee may deem necessary or advisable to accomplish enforce all rights of Pledgor with respect to the purposes of this AgreementCollateral, including, without limitation (but subject limitation, the right to ask, require, demand, receive and give acquittance for any and all moneys and claims for money due and to become due under or arising out of the other provisions hereof)Collateral; to elect remedies thereunder, to (i) receive, endorse and collect all instruments made payable to Company representing any dividend checks or other distribution instruments or orders in respect of the Pledged Collateral or any part thereofconnection therewith; (ii) exercise the voting to vote, demand, receive and other consensual enforce Pledgor's rights pertaining to the Pledged Collateral; and (iii) sell, transfer, pledge, make any agreement with respect to or otherwise deal the Collateral; to give appropriate receipts, releases and satisfactions for and on behalf of and in the name of Pledgor or, at the option of Trustee, in the name of Trustee, with any of the Pledged Collateral same force and effect as fully and completely as though Trustee was the absolute owner thereof for all purposes, Pledgor could do if this Agreement had not been made; and to dofile any claims or take any action or institute any proceedings in connection therewith which Trustee may reasonably deem to be necessary or advisable; provided, at Trustee's option and Company's expensehowever, at any time or from time to time, all acts and things that Trustee deems necessary to protect, preserve or realize shall not exercise such rights unless upon the Pledged Collateral. Company hereby ratifies occurrence and approves all acts during the continuation of Trustee made or taken pursuant to this Section 9. Except as specifically set forth in Section 11 hereof, neither Trustee nor any Person designated by Trustee shall be liable for any acts or omissions or for any error an Event of judgment or mistake of fact or lawDefault. This power of attorney, being attorney is a power coupled with an interest, interest and shall be irrevocable until all Secured Obligations shall have been paid in fullirrevocable.

Attorney-in-Fact. Company hereby Each Member irrevocably constitutes and appoints Trustee the Directors, and each of them individually, with full power of substitution and resubstitution, as Company's its true and lawful attorney-in-fact effective during the continuance of an Event of Default, and agent with full power and authority in the its name, place and stead of Company to execute, acknowledge, verify, deliver, swear to, file and record at the appropriate public offices all amendments to this Agreement adopted in accordance with the name of Company, Trustee or Holders or otherwise, from time to time in Trustee's discretion to take any action (including completion and presentation of any proxy) and to execute any instrument that Trustee may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation (but subject to the other provisions terms hereof), to (i) receive, endorse and collect all instruments made payable to Company representing any dividend or other distribution in respect of the Pledged Collateral or any part thereof; (ii) exercise the voting and other consensual rights pertaining to the Pledged Collateral; and (iii) sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Pledged Collateral as fully and completely as though Trustee was the absolute owner thereof for all purposes, and to do, at Trustee's option and Company's expense, at any time or from time to time, all acts and things other instruments that Trustee the Board deems necessary to protectreflect or give effect to such amendments. The appointment by all Members of the Directors, preserve or realize upon the Pledged Collateral. Company hereby ratifies and approves all acts each of Trustee made or taken pursuant to this Section 9. Except them individually, as specifically set forth in Section 11 hereof, neither Trustee nor any Person designated by Trustee attorney-in-fact shall be liable for any acts or omissions or for any error of judgment or mistake of fact or law. This deemed to be a power of attorney, being coupled with an interest, in recognition of the fact that each of the Members under this Agreement will be relying upon the power of the Directors, and each of them individually, to act as contemplated by this Agreement in any filing and other action by the Directors, or any of them individually, on behalf of the Company, shall survive the incapacity of any Person hereby giving such power, and the transfer or assignment of all or any portion of the Membership Interest of such Person in the Company, and shall not be irrevocable until affected by the subsequent incapacity of such Person; provided that in the event of the assignment by a Member of all Secured Obligations of its Membership Interest in the Company, the foregoing power of attorney of an assignor Member shall have been paid in fullsurvive such assignment; and provided further that if such assignee is admitted as a Substitute Member pursuant to this Agreement, the foregoing power of attorney shall survive with respect to the transferring Member only to the extent of, and for the purpose of, enabling the Directors, or any of them individually, to execute, acknowledge, swear to and file any instruments necessary to effect the substitution of the assignee as a Substitute Member. This power of attorney may be exercised by such attorney-in-fact for all Members (or any of them) by signature of the Directors, or any Director individually, acting as attorney-in-fact with or without listing all of the Members executing an instrument. Any Person dealing with the Company may conclusively presume and rely upon the fact that any instrument referred to above, executed by any holder of this power of attorney, is authorized, legal, valid and binding, without further inquiry. If required, each Member shall execute and deliver to the Board within 10 calendar days after the receipt of a request therefor, such further designations, powers of attorney or other instruments as the Board shall reasonably deem necessary for the purposes hereof.

Attorney-in-Fact. Company hereby irrevocably appoints Trustee as Company's attorney-in-fact effective Upon the occurrence and during the continuance of an Event of Default, with full authority each Loan Party hereby appoints the Collateral Agent and such Person(s) as the Collateral Agent may designate as its attorney in fact to (a) execute and deliver notices of lien, financing statements, assignments, and any other documents, notices, and agreements necessary for the perfection of the Collateral Agent’s security interests in the place and stead of Company and in Collateral, (b) endorse the name of Companysuch Loan Party on any checks, Trustee notes, drafts or Holders other forms of payment or otherwisesecurity that may come into the possession of the Collateral Agent or any Affiliate of the Collateral Agent, (c) sign such Loan Party’s name on invoices or bills of lading, drafts against customers, notice of assignment, verifications and schedules, and with respect to invoices, sell the accounts receivable generated from time to time in Trustee's discretion to take such invoices, (d) continue or obtain any action insurance and pay all or any part of the premiums therefor and costs thereof, and make, settle and adjust all claims under such policies of insurance, (including completion and presentation e) pay or discharge any taxes, liens, security interests or other encumbrances levied or placed on or threatened against any Loan Party or its property, (f) instruct any third party having custody or control of any proxyCollateral or books and records belonging or relating to any Loan Party to give the Collateral Agent the same rights of access and other rights with respect thereto as the Collateral Agent has under this Agreement and the Loan Documents, (g) notify the Post Office authorities to change the address of delivery of mail to an address designated by the Collateral Agent, and open and dispose of mail addressed to execute any instrument that Trustee may deem such Loan Party, and (h) generally, to do all things necessary or advisable to accomplish carry out the purposes terms and provisions of this Agreement, including, without limitation (but subject to the other provisions hereof), to (i) receive, endorse and collect all instruments made payable to Company representing any dividend or other distribution in respect of the Pledged Collateral or any part thereof; (ii) exercise the voting and other consensual rights pertaining to the Pledged Collateral; and (iii) sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Pledged Collateral as fully and completely as though Trustee was the absolute owner thereof for all purposes, and to do, at Trustee's option and Company's expense, at any time or from time to time, all acts and things that Trustee deems necessary to protect, preserve or realize upon the Pledged Collateral. Company hereby ratifies and approves all acts of Trustee made or taken pursuant to this Section 9. Except as specifically set forth in Section 11 hereof, neither Trustee nor any Person designated by Trustee shall be liable for any acts or omissions or for any error of judgment or mistake of fact or law. This power of attorneyThe powers granted herein, being coupled with an interest, are irrevocable, and each Loan Party approves and ratifies all acts of the attorney-in-fact. Neither the Collateral Agent nor its designated Person(s) shall be irrevocable until liable for any act or omission, error in judgment or mistake of law so long as the same is not willful or grossly negligent. Any and all Secured Obligations sums paid, and any and all costs, expenses, liabilities, obligations and attorneys’ fees incurred by the Collateral Agent with respect to the foregoing shall have been be added and become part of the Obligations, shall be payable on demand, and shall bear interest at the Loan Interest Rate, except that, any sums paid by the Collateral Agent as a result of any Loan Party’s breach of its covenants set forth in fullSection 4.4 shall, at the Collateral Agent’s election per direction of the Lenders, bear interest at the Default Rate. Each Loan Party agrees that the Collateral Agent’s rights under the foregoing power of attorney or any of the Collateral Agent’s other rights under this Agreement and the other Loan Documents shall not be construed to indicate that the Collateral Agent is in control of the business, management or properties of any Loan Party.

Attorney-in-Fact. Company Grantor hereby irrevocably constitutes and appoints Trustee as Company's Collateral ---------------- Agent, acting for and on behalf of itself, Trustee, the Holders of the Senior Secured Notes, the Permitted Additional Senior Lenders, if any, and each successor or assign of Collateral Agent, Trustee, the Holders of the Senior Secured Notes and the Permitted Additional Senior Lenders, if any, the true and lawful attorney-in-fact effective of Grantor, with full power upon the occurrence and during the continuance of an Event of Default, with full authority in the place and stead of Company and Default (in the name of Company, Trustee or Holders Grantor or otherwise, from time ) to time in Trustee's discretion enforce all rights of Grantor with respect to take any action (including completion and presentation of any proxy) and to execute any instrument that Trustee may deem necessary or advisable to accomplish the purposes of this AgreementCollateral, including, without limitation the right: (but subject a) to ask, require, demand, receive and give acquittance for any and all moneys and claims for moneys due and to become due under or arising out of the Assigned Agreements or any of the other Collateral; (b) to elect remedies thereunder and to endorse any checks or other instruments or orders in connection therewith; (c) to file any claims or take any action or institute any proceedings in connection therewith which Collateral Agent may reasonably deem to be necessary or advisable to protect the Collateral; (d) to pay, settle or compromise all bills and claims which may be or become liens or security interests (other than Permitted Liens prior to foreclosure by Collateral Agent) against any or all of the Collateral, or any part thereof, unless a bond or other security satisfactory to Collateral Agent has been provided; and (e) in connection with any acceleration and foreclosure, to do any and every act which Grantor may do on its behalf with respect to the other provisions hereof), to (i) receive, endorse and collect all instruments made payable to Company representing any dividend or other distribution in respect of the Pledged Collateral or any part thereof; (ii) thereof and to exercise the voting any or all of Grantor's rights and other consensual rights pertaining to the Pledged Collateral; and (iii) sell, transfer, pledge, make remedies under any agreement with respect to or otherwise deal with any all of the Pledged Collateral as fully and completely as though Trustee was the absolute owner thereof for all purposes, and to do, at Trustee's option and Company's expense, at any time or from time to time, all acts and things that Trustee deems necessary to protect, preserve or realize upon the Pledged Collateral. Company hereby ratifies and approves all acts of Trustee made or taken pursuant to this Section 9. Except as specifically set forth in Section 11 hereof, neither Trustee nor any Person designated by Trustee shall be liable for any acts or omissions or for any error of judgment or mistake of fact or law. This power of attorney, being coupled with an interest, shall be irrevocable until all Secured Obligations shall have been paid in fullAssigned Agreements.

Attorney-in-Fact. Company hereby irrevocably appoints Trustee as Company's attorney-in-fact effective Without limiting any rights or powers granted by this Agreement to Lender, upon the occurrence and during the continuance of an Event of DefaultDefault as a result of which Lender has accelerated the Maturity Date, Lender is hereby appointed, which appointment as attorney-in-fact is irrevocable and coupled with full authority in an interest, the place attorney-in-fact of Pledgor for the purpose of carrying out the provisions of this Agreement and stead of Company and in the name of Company, Trustee or Holders or otherwise, from time to time in Trustee's discretion to take taking any action (including completion and presentation of executing any proxy) and to execute any instrument that Trustee instruments which Lender may deem necessary or advisable during the continuance of an Event of Default to accomplish the purposes of this Agreement, hereof including, without limitation limitation: (but subject a) to ask, demand, collect, sxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the other provisions hereof), Collateral; (b) to (i) receive, endorse and collect all instruments made payable to Company representing any dividend drafts or other distribution instruments, documents and chattel paper in respect connection with clause (a) above; (c) to file any claims or take any action or institute any proceedings that the Lender may deem necessary or desirable for the collection of any of the Pledged Collateral or any part thereof; (ii) exercise otherwise to enforce the voting and other consensual rights pertaining to the Pledged Collateral; and (iii) sellof Lender, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Pledged Collateral as fully and completely as though Trustee was Collateral; and (d) to execute, in connection with the absolute owner thereof sale provided for all purposesin Sections 9 or 10 hereof, and any endorsement, assignments, or other instruments of conveyance or transfer with respect to do, at Trustee's option and Company's expense, at any time or from time to time, all acts and things that Trustee deems necessary to protect, preserve or realize upon the Pledged Collateral. Company hereby ratifies If so requested by Lender, Pledgor shall ratify and approves confirm any such sale or transfer by executing and delivering to Lender at Pledgor’s expense all acts proper deeds, bills of Trustee made or taken pursuant sale, instruments of assignment, conveyance of transfer and releases as may be designated in any such request. Following the repayment of the Debt, Lender shall execute such documentation as is reasonable and customary to this Section 9. Except evidence the termination of the power to act as specifically set forth in Section 11 hereof, neither Trustee nor any Person designated by Trustee shall be liable attorney-in-fact for any acts or omissions or for any error of judgment or mistake of fact or law. This power of attorney, being coupled with an interest, shall be irrevocable until all Secured Obligations shall have been paid in fullPledgor.

Attorney-in-Fact. Company Each Borrower hereby irrevocably constitutes and appoints Trustee Bank, or any other Person whom Bank may designate, as Company's such Borrower’s attorney-in-fact effective (such appointment being coupled with an interest and being irrevocable), at each Borrower’s sole cost and expense, to exercise any one or more of the following rights and powers at any time after the occurrence and during the continuance of an Event of Default, with full authority in the place Default (and stead of Company and in the name of Company, Trustee or Holders or otherwise, from time to time in Trustee's discretion to take any action (including completion and presentation of any proxy) and to execute any instrument that Trustee may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation (but subject to the other provisions hereof), to (i) receive, endorse and collect all instruments made payable to Company representing any dividend or other distribution in respect of the Pledged Collateral or any part thereof; (ii) exercise the voting and other consensual rights pertaining to the Pledged Collateral; and (iii) sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Pledged Collateral as fully and completely as though Trustee was the absolute owner thereof for all purposes, and to do, at Trustee's option and Company's expense, at any time or from time to time, all acts and things that Trustee deems necessary to protect, preserve or realize upon the Pledged Collateral. Company hereby ratifies and approves all acts of Trustee made such attorney-in-fact or designee taken pursuant to this Section 9. Except as specifically set forth in Section 11 hereofare hereby ratified and approved by each Borrower, neither Trustee nor any Person designated by Trustee and said attorney or designee shall not be liable for any acts or omissions or nor for any error of judgment or mistake of fact or law. This power ): (A) To take or to bring, in the name of Bank or in the name of each or any Borrower, all steps, action, suits or proceeding deemed by Bank necessary or desirable to effect collection of the Accounts; (B) To settle, adjust, compromise, extend, renew, discharge, terminate or release the Accounts in whole or in part; (C) To settle, adjust or compromise any legal proceedings brought to collect the Accounts; (D) To notify Purchasers to make payments on the Accounts directly to Bank or to a lockbox designated by Bank; (E) To transmit to Purchasers notice of Bank’s interest in the Accounts and to demand and receive from such Purchasers at any time, in the name of Bank or of each or any Borrower or of the designee of Bank, information concerning the Accounts and the amounts owing thereon; (F) To use each or any Borrower’s stationery and sign the name of each or any Borrower to verifications of the Accounts and notices thereof to Purchasers; (G) To sell or assign any of the Collateral upon such terms, for such amounts and at such time or times as Bank deems advisable, and to execute any bills of sale or assignments in the name of each or any Borrower in relation thereto; (H) To take control, in any manner, of any item of payment on, or proceeds of, Collateral; (I) To prepare, file and sign each or any Borrower’s name on any proof of claim in Bankruptcy or similar document against any Purchaser; (J) To prepare, file and sign each or any Borrower’s name on any notice of lien, assignment or satisfaction of lien or similar document in connection with the Collateral; (K) To sign or endorse the name of each or any Borrower upon any Chattel Paper, Document, Instrument, invoice, freight xxxx, xxxx of lading, warehouse receipt or similar document or agreement relating to the Collateral; (L) To use the information recorded on or contained in any data processing equipment and computer hardware and software relating to the Collateral to which each or any Borrower has access; (M) To enter into contracts or agreements for the processing, fabrication, packaging and delivery of the Collateral as said attorney-in-fact or designee or Bank may from time to time deem appropriate and charge each or any Borrower’s account for any costs thereby incurred; (N) To receive, being coupled with an interesttake, shall be irrevocable until endorse, assign and deliver in Bank’s name or in the name of each or any Borrower any and all Secured Obligations shall have been paid checks, notes, drafts and other instruments; (O) To receive, open and dispose of all mail addressed to each or any Borrower and to notify postal authorities to change the address for the delivery thereof to such address as Bank may designate; and (P) To do all acts and things necessary, in fullBank’s discretion, to fulfill each or any Borrower’s obligations under this Agreement and to otherwise carry out the purposes of this Agreement.

Attorney-in-Fact. Company Pledgor hereby irrevocably appoints Trustee Agent as Company's its attorney-in-fact effective during the continuance of an Event of Default, with full authority in the place and stead of Company and in the name of Company, Trustee or Holders or otherwise, from time to time in Trustee's discretion to take any action (including completion and presentation of any proxy) and to execute any instrument that Trustee may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation do (but Agent shall not be obligated to and shall not incur any liability to Pledgor or any third party for failure to do) any act that Pledgor is obligated by this Agreement to do, and (subject to Section 6.1 below) to exercise such rights and powers as Pledgor might exercise with respect to the Pledged Collateral, including the right to: (a) Collect by legal proceedings or otherwise and endorse, receive and receipt for all payments, proceeds and other provisions hereof), to (i) receive, endorse sums and collect all instruments made property now or hereafter payable to Company representing any dividend on or other distribution in respect of the Pledged Collateral, including dividends, distributions, profits and interest payments; (b) Enter into any extension, reorganization, deposit, merger, or consolidation agreement or other agreement pertaining to any of the Pledged Collateral, and in connection therewith, to: (i) deposit or surrender control of the Pledged Collateral or any part thereofthereunder; (ii) exercise the voting and accept other consensual rights pertaining to the Pledged Collateralproperty in exchange therefor; and (iii) selldo and perform such acts and things as Agent may deem proper; and any money or property secured in exchange therefor will be applied to the Secured Obligations or held by Agent pursuant to the provisions of this Agreement; (c) Protect and preserve the Pledged Collateral; (d) If any Event of Default has occurred and is continuing, transfer, pledgetransfer the Pledged Collateral to its own or its nominee’s name; and (e) If any Event of Default has occurred and is continuing, make any agreement compromise, settlement, or adjustment, and take any action Agent deems advisable, with respect to or otherwise deal with any of the Pledged Collateral as fully and completely as though Trustee was the absolute owner thereof for all purposes, and to do, at Trustee's option and Company's expense, at any time or from time to time, all acts and things that Trustee deems necessary to protect, preserve or realize upon the Pledged Collateral. Company hereby ratifies and approves all acts of Trustee made or taken pursuant to this Section 9. Except as specifically set forth in Section 11 hereof, neither Trustee nor any Person designated by Trustee shall be liable for any acts or omissions or for any error of judgment or mistake of fact or law. This power of attorney, being coupled with an interest, shall be irrevocable until all Secured Obligations shall have been paid in full.

Attorney-in-Fact. Company Each Grantor hereby irrevocably nominates and appoints Trustee Collateral Agent as Company's its attorney-in-fact effective for the benefit of Secured Party for the following purposes: (a) to do all acts and things which Collateral Agent may deem necessary or advisable to perfect and continue perfected the security interests created by this Agreement and, upon the occurrence and during the continuance of an Event of Default, with full authority in to preserve, process, develop, maintain and protect the place Collateral; (b) upon the occurrence and stead during the continuance of Company an Event of Default, to do any and every act which each Grantor is obligated to do under this Agreement, at the expense of each Grantor and without any obligation to do so; (c) to prepare, sign, file and/or record, for each Grantor, in the name of Companyany Grantor, Trustee any financing statement, application for registration, or Holders or otherwiselike paper, from time to time in Trustee's discretion and to take any other action deemed by Collateral Agent necessary or desirable in order to perfect or maintain perfected the security interests granted hereby; (including completion d) upon the occurrence and presentation during the continuance of any proxy) and an Event of Default, to execute any instrument that Trustee may deem and all papers and instruments and do all other things necessary or advisable desirable to accomplish preserve and protect the purposes Collateral and to protect Collateral Agent’s security interests therein; and (e) upon the occurrence and during the continuance of this Agreement, including, without limitation (but subject to the other provisions hereof)an Event of Default, to (i) receive, endorse and collect all instruments made payable to Company representing any dividend or other distribution in respect of transfer the Pledged Collateral to any transferee or any part thereofdesignee; (ii) exercise the voting and other consensual rights pertaining provided, however, that Collateral Agent shall be under no obligation whatsoever to the Pledged Collateral; and (iii) sell, transfer, pledge, make any agreement with respect to or otherwise deal with take any of the Pledged Collateral as fully and completely as though Trustee was the absolute owner thereof for all purposesforegoing actions, and to doif Collateral Agent so acts, at Trustee's option and Company's expense, at any time it shall have no liability or from time to time, all acts and things that Trustee deems necessary to protect, preserve or realize upon the Pledged Collateral. Company hereby ratifies and approves all acts of Trustee made or taken pursuant to this Section 9. Except as specifically set forth in Section 11 hereof, neither Trustee nor any Person designated by Trustee shall be liable responsibility for any acts such action taken with respect thereto absent gross negligence, bad faith or omissions or for any error of judgment or mistake of fact or lawwillful misconduct. This The foregoing power of attorney, being attorney is coupled with an interest, shall be irrevocable until all Secured Obligations shall have been paid in fullinterest and is irrevocable.

Attorney-in-Fact. Company hereby irrevocably appoints Trustee as Company's attorney-in-fact effective during During the continuance of an Event of Default, Borrower hereby irrevocably appoints First Union its attorney in fact, with full authority in the place power of substitution, for and stead of Company on behalf and in the name of CompanyBorrower to endorse and deliver to First Union or any other person any checks, Trustee instruments or Holders other papers coming into First Union's possession representing payments made on Mortgage Notes or otherwise, from time in respect to time the Mortgage Notes or Purchase Commitments; to endorse and deliver in Trustee's discretion the name of Borrower any Mortgage Note; to take any action (including completion and presentation of any proxy) and to execute any instrument that Trustee may deem do every other thing necessary or advisable desirable to accomplish effect transfer of a Mortgage and related Mortgage Note to First Union or to any other person in accordance with the purposes terms of this Agreement; to take all necessary and appropriate action in the name of Borrower with respect to Mortgage Loans and the servicing of Mortgage Loans; to commence, includingprosecute, without limitation (but subject settle, discontinue, defend, or otherwise dispose of any claim relating to the other provisions hereof)any Purchase Commitment, to (i) receiveMortgage Loan, endorse and collect all instruments made payable to Company representing any dividend Mortgage Note, or other distribution in respect of the Pledged Collateral or any part thereof; (ii) exercise the voting and other consensual rights pertaining to the Pledged Collateral; and (iii) sell, transfer, pledge, make any agreement with respect to or otherwise deal with any sign Borrower's name whenever appropriate to effect the performance of this Agreement. Notice of the Pledged Collateral taking of any such action shall be promptly given to Borrower. This Section shall be liberally construed so as fully to give the greatest latitude to First Union's power, as attorney, to collect, sell and completely deliver Mortgage Loans as though Trustee was the absolute owner thereof for evidenced by Mortgage Notes and all purposes, and to do, at Trustee's option and Company's expense, at any time or from time to time, all acts and things that Trustee deems necessary to protect, preserve or realize upon the Pledged Collateralother documents relating thereto. Company hereby ratifies and approves all acts The power of Trustee made or taken pursuant to attorney conferred by this Section 9. Except as specifically set forth in Section 11 hereof, neither Trustee nor any Person designated by Trustee shall be liable is granted for any acts or omissions or for any error of judgment or mistake of fact or law. This power of attorney, being a valuable consideration and is coupled with an interest, interest and is irrevocable so long as the Loan shall be irrevocable until all Secured Obligations shall have been paid in fullremain unpaid.

Attorney-in-Fact. Company 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 for the purposes set forth in this Section 8. Grantor does hereby irrevocably appoints Trustee make, constitute and appoint the Collateral Agent on behalf of all of the Secured Parties as Company's its true and lawful attorney-in-fact effective during (the continuance “Power of an Event of DefaultAttorney”), with full power and authority to do any and all acts necessary or proper to carry out the intent of this Agreement including, without limitation, the right, power and authority (a) to enforce all rights of Grantor under and pursuant to any agreements with respect to the Collateral, all for the sole benefit of the Secured Parties; (b) to enter into and perform such arrangements as may be necessary in order to carry out the place terms, covenants and stead conditions of Company and in the name of Company, Trustee this Agreement that are required to be observed or Holders or otherwise, from time to time in Trustee's discretion to take any action performed by Grantor; (including completion and presentation of any proxyc) and to execute such other and further mortgages, pledges and assignments of the Collateral as the Secured Parties may reasonably require for the purpose of perfecting, protecting or maintaining the security interest granted to the Secured Parties by this Agreement; and (d) to do any instrument that Trustee may deem and all other things necessary or advisable proper to accomplish carry out the purposes intent of this Agreement, including, without limitation (but subject to the other provisions hereof), to (i) receive, endorse and collect all instruments made payable to Company representing any dividend or other distribution in respect of the Pledged Collateral or any part thereof; (ii) exercise the voting and other consensual rights pertaining to the Pledged Collateral; and (iii) sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Pledged Collateral as fully and completely as though Trustee was the absolute owner thereof for all purposes, and to do, at Trustee's option and Company's expense, at any time or from time to time, all acts and things that Trustee deems necessary to protect, preserve or realize upon the Pledged Collateral. Company Grantor hereby ratifies and approves all acts of Trustee made or taken pursuant to this Section 9. Except confirms that the party reflected above as specifically set forth in Section 11 hereof, neither Trustee nor any Person designated by Trustee shall be liable for any acts or omissions or for any error of judgment or mistake of such attorney-in-fact or law. This its substitutes does by virtue of this Power of Attorney, which power of attorney, being is coupled with an interestinterest 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 irrevocable until all bound thereby; provided, however, that any such newly appointed Power of Attorney shall be selected from the Secured Obligations shall have been paid in fullParties party to this Security Agreement.

Attorney-in-Fact. Company Each Contributor hereby irrevocably appoints Trustee the Company (or its designee) and any successor thereof from time to time (the Company or such designee or any such successor of any of them acting in such Contributor’s capacity as Company's attorney-in-fact effective during pursuant hereto, the continuance “Attorney-in-Fact”) as the true and lawful attorney-in-fact and agent of an Event of DefaultContributor, with full authority to act in the name, place and stead of Company such Contributor to make, execute, acknowledge and in deliver all such other contracts, orders, receipts, notices, requests, instructions, certificates, consents, letters and other writings relating to the name of Companytransactions contemplated by this Agreement (including, Trustee or Holders or otherwisewithout limitation, from time to time in Trustee's discretion to take any action (including completion and presentation the execution of any proxyClosing Documents or other documents) relating to the acquisition by the Company of such Contributor’s SCP III Interests, all in accordance with the terms and to execute any instrument that Trustee may deem necessary or advisable to accomplish the purposes conditions of this Agreement, including, without limitation (but subject to as well as the other provisions hereof), to (i) receive, endorse and collect all instruments made payable to Company representing any dividend or other distribution in respect organizational documents of the Pledged Collateral Company and the Operating Partnership, as they may be amended or revised, any part thereof; (ii) exercise the voting registration rights agreements and other consensual rights pertaining to the Pledged Collateral; and (iii) sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Pledged Collateral as fully and completely as though Trustee was the absolute owner thereof for all purposeslock-up agreements, and to doprovide information to the Securities and Exchange Commission and others about the transactions contemplated hereby, as fully as could such Contributor if personally present and acting (the “Power of Attorney”). Each Contributor agrees, at Trustee's option the request of the Company, to execute a separate power of attorney and Company's expenseproxy on the same terms as set forth in this Section 5.3, at with such execution to be witnessed and notarized. The Power of Attorney entered into by each Contributor and all authority granted hereby shall be coupled with an interest and therefore shall be irrevocable and shall not be terminated by any time act of such Contributor, by operation of law or from time by the occurrence of any other event or events, and if any other such act or event shall occur before the completion of the transactions contemplated by this Agreement, the Attorney-in-Fact shall nevertheless be authorized and directed to time, complete all acts such transactions as if such other act or event had not occurred and things that Trustee deems necessary to protect, preserve or realize upon regardless of notice thereof. Each Contributor hereby authorizes the Pledged Collateralreliance of third parties on each of the Power of Attorney. Company Each Contributor hereby ratifies and approves confirms all acts that the Attorney-in-Fact shall lawfully do or cause to be done by virtue of Trustee made the exercise of the powers granted to it by such Contributor hereunder. Each Contributor acknowledges that the Company has, and any designee or taken successor thereof acting as Attorney-in-Fact may have, an economic interest in the transactions contemplated by this Agreement. The Power of Attorney contained in this Section 5.3 shall expire on the earlier of the first anniversary of the Closing or the termination of this Agreement. Notwithstanding anything to the contrary, the Attorney-in-Fact may not expand any Contributor’s covenants, representations or covenants beyond those contemplated by this Agreement and the other documents and agreements contemplated hereby or modify the provisions of this Agreement pursuant to this Section 9. Except as specifically set forth in Section 11 hereof, neither Trustee nor any Person designated by Trustee shall be liable for any acts or omissions or for any error such Power of judgment or mistake of fact or law. This power of attorney, being coupled with an interest, shall be irrevocable until all Secured Obligations shall have been paid in fullAttorney.

Attorney-in-Fact. Company Without limiting any rights or powers granted by this Agreement to the Collateral Agent while no Acceleration Event has occurred and is continuing, upon the occurrence and during the continuance of any Acceleration Event, the Collateral Agent is hereby irrevocably appoints Trustee as Company's appointed the attorney-in-fact effective during of the continuance Company for the purpose of an Event carrying out the provisions of Default, with full authority in the place this Section 5 and stead of Company and in the name of Company, Trustee or Holders or otherwise, from time to time in Trustee's discretion to take taking any action (including completion and presentation of executing any proxy) and to execute any instrument instruments that Trustee the Collateral Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreementhereof, including, without limitation which appointment as attorney-in-fact is irrevocable (but subject to the other provisions hereof)termination provision set forth) and coupled with an interest. Without limiting the generality of the foregoing, so long as the Collateral Agent shall be entitled under this Section 5 to (i) make collections in respect of the Collateral, the Collateral Agent shall have the right and power to receive, endorse endorse, and collect all instruments checks made payable to the order of the Company representing any dividend dividend, payment, or other distribution in respect of the Pledged Collateral or any part thereof; thereof and to give full discharge for the same. The appointment (iiand all the associated rights) exercise provided by this Section 5.09 shall terminate immediately upon receipt by the voting Collateral Agent of written notice executed by the Company and other consensual rights pertaining the Secured Party of the satisfaction or termination of the Guaranteed Obligations (which notice each of the Company and the Secured Party hereby undertakes to provide immediately upon the satisfaction or termination of the Guaranteed Obligations) or receipt of a judgment to the Pledged Collateral; and (iii) sell, transfer, pledge, make any agreement with respect to effect that such satisfaction or otherwise deal with any of the Pledged Collateral as fully and completely as though Trustee was the absolute owner thereof for all purposes, and to do, at Trustee's option and Company's expense, at any time or from time to time, all acts and things that Trustee deems necessary to protect, preserve or realize upon the Pledged Collateral. Company hereby ratifies and approves all acts of Trustee made or taken pursuant to this Section 9. Except as specifically set forth in Section 11 hereof, neither Trustee nor any Person designated by Trustee shall be liable for any acts or omissions or for any error of judgment or mistake of fact or law. This power of attorney, being coupled with an interest, shall be irrevocable until all Secured Obligations shall have been paid in fulltermination has occurred.

Attorney-in-Fact. Company hereby irrevocably appoints Trustee as Company's attorney-in-fact effective during the continuance of an Event of Default, with full authority in the place and stead of Company and in the name of Company, Trustee or Holders or otherwise, from time to time in Trustee's discretion to take any action (including completion and presentation of any proxy) and to execute any instrument that Trustee may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation (but subject to the other provisions hereof), to (i) receive, endorse and collect all instruments made payable to Company representing any dividend or other distribution in respect of the Pledged Collateral or any part thereof; (ii) exercise the voting and other consensual rights pertaining to the Pledged Collateral; and (iii) sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Pledged Collateral as fully and completely as though Trustee was the absolute owner thereof for all purposes, and to do, at Trustee's option and Company's expense, at any time or from time to time, all acts and things that Trustee deems necessary to protect, preserve or realize upon the Pledged Collateral. Company hereby ratifies and approves all acts of Trustee made or taken pursuant to this Section 9. Except as specifically set forth in Section 11 hereof, neither Trustee nor any Person designated by Trustee shall be liable for any acts or omissions or for any error of judgment or mistake of fact or law. This power of attorney, being coupled with an interest, shall be irrevocable until all Secured Obligations shall have been paid in full.

Attorney-in-Fact. The Company hereby irrevocably appoints Trustee the Lender or any other person whom the Lender may designate as the Company's ’s attorney-in-fact effective during fact, with full power and authority in place and stead of the continuance Company and in the name of the Company or in its own name to: (i) on or after the occurrence and continuation of an Event of Default, with full authority in endorse the place and stead of Company and in the Company’s name of Companyon any checks, Trustee or Holders or otherwisenotes, from time to time in Trustee's discretion to take any action (including completion and presentation of any proxy) and to execute any instrument that Trustee may deem necessary or advisable to accomplish the purposes of this Agreementacceptances, includingmoney orders, without limitation (but subject to the other provisions hereof), to (i) receive, endorse and collect all instruments made payable to Company representing any dividend drafts or other distribution in respect forms of payment or security that may come into the Pledged Collateral or any part thereofLender’ possession; (ii) exercise on or after the voting occurrence and continuation of an Event of Default, sign the Company’s name on any invoice or xxxx of lading relating to any Receivables, drafts against Customers, schedules and assignments of Receivables, notices of assignment, financing statements and other consensual rights pertaining public records, verifications of account and notices to or from Customers; (iii) on or after the occurrence and continuation of an Event of Default, verify the validity, amount or any other matter relating to any Receivable by mail, telephone, telegraph or otherwise with Customers; (iv) on or after the occurrence and continuation of an Event of Default, execute customs declarations and such other documents as may be required to clear Inventory through United States Customs; (v) do all things necessary to carry out this Agreement; (vi) continue any insurance existing pursuant to the Pledged Collateralterms of this Agreement and pay all or any part of the premium therefor and the cost thereof; and (iiivii) sellon or after the occurrence and continuation of an Event of Default, transfer, pledge, make any agreement with respect notify the post office authorities to or otherwise deal with any change the address for delivery of the Pledged Collateral as fully and completely as though Trustee was Company’s mail to an address designated by the absolute owner thereof for all purposesLender, and to doreceive, at Trustee's option open and dispose of all mail addressed to the Company's expense, at any time or from time to time, all acts and things that Trustee deems necessary to protect, preserve or realize upon the Pledged Collateral. The Company hereby ratifies and approves all acts of Trustee made or taken pursuant the attorney. The powers conferred on the Lender hereunder are solely to this Section 9protect its interests in the Collateral and shall not impose any duty upon it to exercise any such powers. Except as specifically set forth in Section 11 hereof, neither Trustee Neither the Lender nor any Person designated by Trustee shall the attorney will be liable for any acts or omissions or for any error of judgment or mistake of fact or law, except for gross negligence or willful misconduct. This power of attorneypower, being coupled with an interest, shall be is irrevocable so long as an account which is assigned to the Lender or in which the Lender has a security interest remains unpaid and until all Secured the Obligations shall have been paid in fullfully satisfied.

Attorney-in-Fact. Company Without limiting any rights or powers granted by this Agreement to Lender, following the occurrence and continuation of an Event of Default after the expiration of any applicable cure period, Lender is hereby irrevocably appoints Trustee appointed, which appointment as Company's attorney-in-fact effective is irrevocable and coupled with an interest, the attorney-in-fact of Pledgor for the purpose during the continuance occurrence and continuation of an Event of Default, with full authority in Default of carrying out the place provisions of this Agreement and stead of Company and in the name of Company, Trustee or Holders or otherwise, from time to time in Trustee's discretion to take taking any action and executing any instruments which Pledgor fails to do following not less than ten (including completion 10) business days written notice by Lender, and presentation of any proxy) and to execute any instrument that Trustee which Lender may deem reasonably necessary or advisable to accomplish the purposes of this Agreement, hereof including, without limitation limitation: (but subject a) to file any claims or take any action or institute any proceedings that Lender may deem necessary or desirable for the other provisions hereof), to (i) receive, endorse and collect all instruments made payable to Company representing collection of any dividend or other distribution in respect of the Pledged Collateral or any part thereof; (ii) exercise otherwise to enforce the voting and other consensual rights pertaining to the Pledged Collateral; and (iii) sellof Lender, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Pledged Collateral as fully and completely as though Trustee was Collateral; and (b) to execute, in connection with the absolute owner thereof sale provided for all purposesin Sections 8 or 9, and any endorsement, assignments, or other instruments of conveyance or transfer with respect to do, at Trustee's option and Company's expense, at any time or from time to time, all acts and things that Trustee deems necessary to protect, preserve or realize upon the Pledged Collateral. Company hereby ratifies If so reasonably requested by Lender, Pledgor shall ratify and approves confirm any such sale or transfer by executing and delivering to Lender at Pledgor’s expense all acts proper deeds, bills of Trustee made or taken sale, instruments of assignment, conveyance of transfer and releases as may be designated in any such request. The power-of-attorney granted pursuant to this Section 9. Except as specifically set forth in Section 11 hereof, neither Trustee nor any Person designated by Trustee 12 shall be liable for any acts or omissions or for any error of judgment or mistake of fact or law. This power of attorney, being coupled with an interest, shall be irrevocable until all Secured Obligations shall have been paid in fullterminate upon the Termination Date.

Attorney-in-Fact. Company Grantor hereby irrevocably nominates and appoints Trustee Collateral Agent as Company's its attorney-in-fact effective for the benefit of Secured Party for the following purposes: (a) to do all acts and things which Collateral Agent may deem necessary or advisable to perfect and continue perfected the security interests created by this Agreement and, upon the occurrence and during the continuance of an Event of Default, with full authority in to preserve, process, develop, maintain and protect the place Collateral; (b) upon the occurrence and stead during the continuance of Company an Event of Default, to do any and every act which Grantor is obligated to do under this Agreement, at the expense of Grantor and without any obligation to do so; (c) to prepare, sign, file and/or record, for Grantor, in the name of CompanyGrantor, Trustee any financing statement, application for registration, or Holders or otherwiselike paper, from time to time in Trustee's discretion and to take any other action deemed by Collateral Agent necessary or desirable in order to perfect or maintain perfected the security interests granted hereby; (including completion d) upon the occurrence and presentation during the continuance of any proxy) and an Event of Default, to execute any instrument that Trustee may deem and all papers and instruments and do all other things necessary or advisable desirable to accomplish preserve and protect the purposes Collateral and to protect Collateral Agent’s security interests therein; and (e) upon the occurrence and during the continuance of this Agreement, including, without limitation (but subject to the other provisions hereof)an Event of Default, to (i) receive, endorse and collect all instruments made payable to Company representing any dividend or other distribution in respect of transfer the Pledged Collateral to any transferee or any part thereofdesignee; (ii) exercise the voting and other consensual rights pertaining provided, however, that Collateral Agent shall be under no obligation whatsoever to the Pledged Collateral; and (iii) sell, transfer, pledge, make any agreement with respect to or otherwise deal with take any of the Pledged Collateral as fully and completely as though Trustee was the absolute owner thereof for all purposesforegoing actions, and to doif Collateral Agent so acts, at Trustee's option and Company's expense, at any time it shall have no liability or from time to time, all acts and things that Trustee deems necessary to protect, preserve or realize upon the Pledged Collateral. Company hereby ratifies and approves all acts of Trustee made or taken pursuant to this Section 9. Except as specifically set forth in Section 11 hereof, neither Trustee nor any Person designated by Trustee shall be liable responsibility for any acts such action taken with respect thereto absent gross negligence, bad faith or omissions or for any error of judgment or mistake of fact or lawactual malice. This The foregoing power of attorney, being attorney is coupled with an interest, shall be irrevocable until all Secured Obligations shall have been paid in fullinterest and is irrevocable.

Attorney-in-Fact. Company Each Contributor hereby irrevocably appoints Trustee the Company (or its designee) and any successor thereof from time to time (the Company or such designee or any such successor of any of them acting in such Contributor’s capacity as Company's attorney-in-fact effective during pursuant hereto, the continuance “Attorney-in-Fact”) as the true and lawful attorney-in-fact and agent of an Event of DefaultContributor, with full authority to act in the name, place and stead of Company such Contributor to make, execute, acknowledge and in deliver all such other contracts, orders, receipts, notices, requests, instructions, certificates, consents, letters and other writings relating to the name of Companytransactions contemplated by this Agreement (including, Trustee or Holders or otherwisewithout limitation, from time to time in Trustee's discretion to take any action (including completion and presentation the execution of any proxyClosing Documents or other documents) relating to the acquisition by the Company of such Contributor’s SCP Interests, all in accordance with the terms and to execute any instrument that Trustee may deem necessary or advisable to accomplish the purposes conditions of this Agreement, including, without limitation (but subject to as well as the other provisions hereof), to (i) receive, endorse and collect all instruments made payable to Company representing any dividend or other distribution in respect organizational documents of the Pledged Collateral Company and the Operating Partnership, as they may be amended or revised, any part thereof; (ii) exercise the voting registration rights agreements and other consensual rights pertaining to the Pledged Collateral; and (iii) sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Pledged Collateral as fully and completely as though Trustee was the absolute owner thereof for all purposeslock-up agreements, and to doprovide information to the Securities and Exchange Commission and others about the transactions contemplated hereby, as fully as could such Contributor if personally present and acting (the “Power of Attorney”). Each Contributor agrees, at Trustee's option the request of the Company, to execute a separate power of attorney and Company's expenseproxy on the same terms as set forth in this Section 5.3, at with such execution to be witnessed and notarized. The Power of Attorney entered into by each Contributor and all authority granted hereby shall be coupled with an interest and therefore shall be irrevocable and shall not be terminated by any time act of such Contributor, by operation of law or from time by the occurrence of any other event or events, and if any other such act or event shall occur before the completion of the transactions contemplated by this Agreement, the Attorney-in-Fact shall nevertheless be authorized and directed to time, complete all acts such transactions as if such other act or event had not occurred and things that Trustee deems necessary to protect, preserve or realize upon regardless of notice thereof. Each Contributor hereby authorizes the Pledged Collateralreliance of third parties on each of the Power of Attorney. Company Each Contributor hereby ratifies and approves confirms all acts that the Attorney-in-Fact shall lawfully do or cause to be done by virtue of Trustee made the exercise of the powers granted to it by such Contributor hereunder. Each Contributor acknowledges that the Company has, and any designee or taken successor thereof acting as Attorney-in-Fact may have, an economic interest in the transactions contemplated by this Agreement. The Power of Attorney contained in this Section 5.3 shall expire on the earlier of the first anniversary of the Closing or the termination of this Agreement. Notwithstanding anything to the contrary, the Attorney-in-Fact may not expand any Contributor’s covenants, representations or covenants beyond those contemplated by this Agreement and the other documents and agreements contemplated hereby or modify the provisions of this Agreement pursuant to this Section 9. Except as specifically set forth in Section 11 hereof, neither Trustee nor any Person designated by Trustee shall be liable for any acts or omissions or for any error such Power of judgment or mistake of fact or law. This power of attorney, being coupled with an interest, shall be irrevocable until all Secured Obligations shall have been paid in fullAttorney.

Attorney-in-Fact. Company Each Loan Party hereby irrevocably makes, constitutes and appoints Trustee Lender (and any of Lender’s officers, employees or agents), with full power of substitution, as Company's such Person’s true and lawful attorney-in-fact effective during , in such Person’s name: (a) to endorse such Person’s name on any checks, notes, acceptances, money orders, drafts or other forms of payment or security that may come into Lender’s possession; (b) to sign such Person’s name on drafts against account debtors, on schedules and assignments of accounts, on notices to account debtors and on any account invoice or xxxx of lading; (c) to send requests for verification of accounts, and to contact account debtors in any other manner to verify the continuance accounts; (d) after the occurrence of an Event of DefaultDefault and during the continuation thereof, with full authority in to notify the place post office authorities to change the address for delivery of such Person’s mail to any address designated by Lender, to receive and stead of Company and in the name of Companyopen all mail addressed to such Person, Trustee or Holders or otherwise, from time to time in Trustee's discretion to take any action (including completion and presentation of any proxy) and to execute any instrument that Trustee may deem retain all mail relating to the Collateral and forward, within 10 business days of Lender’s receipt thereof, all other mail to such Person; and (e) after the occurrence of an Event of Default and during the continuation thereof, to do all other things necessary or advisable to accomplish the purposes of this Agreement, including, without limitation (but subject to Agreement or the other provisions hereof)Loan Documents. The foregoing power of attorney, to (i) receivebeing coupled with an interest, endorse and collect all instruments made payable to Company representing is irrevocable so long as any dividend or other distribution in respect of the Pledged Collateral or any part thereof; (ii) exercise the voting and other consensual rights pertaining to the Pledged Collateral; and (iii) sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Pledged Collateral as fully and completely as though Trustee was the absolute owner thereof for all purposes, and to do, at Trustee's option and Company's expense, at any time or from time to time, all acts and things that Trustee deems necessary to protect, preserve or realize upon the Pledged CollateralSecured Obligations are outstanding. Company hereby Each Loan Party ratifies and approves all acts of Trustee made the attorney. None of Lender or taken pursuant to this Section 9. Except as specifically set forth in Section 11 hereofits employees, neither Trustee nor any Person designated by Trustee officers or agents shall be liable for any acts or omissions or for any error of in judgment or mistake of fact or law. This power law except for gross negligence or willful misconduct as determined by a final non-appealable order of attorney, being coupled with an interest, shall be irrevocable until all Secured Obligations shall have been paid in fulla court of competent jurisdiction.

Attorney-in-Fact. Company (i) Stockholders’ Representative is hereby irrevocably appoints Trustee as Company's appointed and constituted the true and lawful attorney-in-fact effective during of each Stockholder (other than a holder of Dissenting Shares), and each Warrant Holder and each Option Holder who executes and delivers a Warrants Acknowledgement or an Options Acknowledgement, as the continuance of an Event of Defaultcase may be, with full authority power in their name and on their behalf to act according to the terms of this Agreement in the place and stead absolute discretion of Company Stockholders’ Representative; and in the name of Company, Trustee or Holders or otherwise, from time general to time in Trustee's discretion to take any action (including completion and presentation of any proxy) do all things and to execute any instrument that Trustee may deem necessary or advisable to accomplish the purposes of this Agreement, perform all acts including, without limitation (but subject to the other provisions hereof)limitation, to (i) receiveexecuting and delivering any agreements, endorse and collect all certificates, receipts, instructions, notices or instruments made payable to Company representing any dividend contemplated by or other distribution deemed advisable in respect of the Pledged Collateral or any part thereof; (ii) exercise the voting and other consensual rights pertaining to the Pledged Collateral; and (iii) sell, transfer, pledge, make any agreement connection with respect to or otherwise deal with any of the Pledged Collateral as fully and completely as though Trustee was the absolute owner thereof for all purposes, and to do, at Trustee's option and Company's expense, at any time or from time to time, all acts and things that Trustee deems necessary to protect, preserve or realize upon the Pledged Collateralthis Agreement. Company hereby ratifies and approves all acts of Trustee made or taken pursuant to this Section 9. Except as specifically set forth in Section 11 hereof, neither Trustee nor any Person designated by Trustee Such appointment shall be liable for any acts or omissions or for any error of judgment or mistake of fact or law. This deemed to be a power of attorney, being coupled with an interest, . (ii) This power of attorney and all authority hereby conferred is granted and shall be irrevocable until all Secured Obligations irrevocable, subject to replacement of Stockholders’ Representative pursuant to Section 8.1(f), and shall have been paid not be terminated by any act of any Stockholder (other than a holder of Dissenting Shares), or any Warrant Holder or Option Holder who executes and delivers a Warrants Acknowledgement or an Options Acknowledgement, as the case may be, by operation of Law, whether by such holder’s death, disability, protective supervision or any other event. (iii) Notwithstanding the power of attorney granted in fullthis Section 8.1, no agreement, instrument, acknowledgement or other act or document shall be ineffective by reason only of a Stockholder (other than a holder of Dissenting Shares), or a Warrant Holder or a Option Holder who executes and delivers a Warrants Acknowledgement or an Options Acknowledgement, as the case may be, having signed or given such act or document directly instead of Stockholders’ Representative.

Attorney-in-Fact. Company Each Borrower hereby irrevocably appoints Trustee and constitutes Agent as Company's such Borrower’s attorney-in-fact: (a) at any time, (i) to endorse such Borrower’s name upon any notes, acceptances, checks, drafts, money orders, and other evidences of payment that come into Agent’s possession and to deposit or otherwise collect the same; (ii) to send verifications of accounts to Customers; and (iii) to execute in such Borrower’s name any financing statements, affidavits and notices with regard to any and all Lien rights; and (b) while any Default exists, (i) to receive, open, and dispose of all mail addressed to such Borrower; (ii) to notify the postal authorities to change the address and delivery of mail addressed to such Borrower to such address as Agent may designate; (iii) to sign such Borrower’s name on any invoice or xxxx of lading relating to the Collateral, on drafts against Customers, and notices to Customers; (iv) to sign any agreement or certificate in connection with any insurance policy of such Borrower (including any documentation to receive benefit payments due thereunder or to cancel such insurance policy and receive a refund of the unearned premium with respect thereto); and (v) to do all other acts and things necessary to carry out this Agreement. All acts of said attorney-in-fact effective during the continuance of an Event of Defaultare hereby authorized, with full authority in the place ratified and stead of Company and in the name of Company, Trustee or Holders or otherwise, from time to time in Trustee's discretion to take any action (including completion and presentation of any proxy) and to execute any instrument that Trustee may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation (but subject to the other provisions hereof), to (i) receive, endorse and collect all instruments made payable to Company representing any dividend or other distribution in respect of the Pledged Collateral or any part thereof; (ii) exercise the voting and other consensual rights pertaining to the Pledged Collateral; and (iii) sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Pledged Collateral as fully and completely as though Trustee was the absolute owner thereof for all purposesapproved, and to do, at Trustee's option and Company's expense, at any time or from time to time, all acts and things that Trustee deems necessary to protect, preserve or realize upon the Pledged Collateral. Company hereby ratifies and approves all acts of Trustee made or taken pursuant to this Section 9. Except as specifically set forth in Section 11 hereof, neither Trustee nor any Person designated by Trustee shall said attorney-in-fact will not be liable for any acts or omissions or for any error of judgment errors or mistake of fact or law. This power of attorneypower, being coupled with an interest, shall be is irrevocable until all Secured while any of the Obligations shall have been paid in fullremain unpaid or Agent or any Lender has any commitment to a Borrower under this Agreement or otherwise.

Attorney-in-Fact. Company The Debtor hereby irrevocably appoints Trustee Secured Party, its nominee, and any other Person whom Secured Party may designate, as Company's the Debtor’s attorney-in-fact effective during the continuance of an Event of Default, with full authority in the place and stead of Company and in the name of Company, Trustee or Holders or otherwise, from time to time in Trustee's discretion to take any action (including completion and presentation of any proxy) and to execute any instrument that Trustee may deem necessary or advisable to accomplish for the purposes of carrying out the terms of this Agreement, including, without limitation (but subject with full power during the existence of any Event of Default 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 provisions hereof)obligors; to endorse the Debtor’s name on any checks, to (i) receivenotes, endorse acceptances, money orders, drafts, and collect all instruments made payable to Company representing any dividend other forms of payment or security that may come into Secured Party’s possession or on any assignments, stock powers, or other distribution in respect instruments of transfer relating to the Pledged Collateral or any part thereof; (ii) exercise to sign the voting 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 consensual rights pertaining obligors, on schedules and assignments of Collateral, on notices of assignment and on public records; to notify the post office authorities to change the address for delivery of the Debtor’s mail to an address designated by Secured Party; to receive, open and dispose of all mail addressed to the Pledged CollateralDebtor; and (iii) sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Pledged Collateral as fully and completely as though Trustee was the absolute owner thereof for do all purposes, and to do, at Trustee's option and Company's expense, at any time or from time to time, all acts and things that Trustee deems necessary to protect, preserve or realize upon carry out the Pledged Collateralterms and provisions of this Agreement. Company The Debtor hereby ratifies and approves all acts of Trustee made or taken pursuant to this Section 9. Except as specifically set forth in Section 11 hereof, any such attorney and agrees that neither Trustee Secured Party nor any Person designated by Trustee shall such attorney will be liable for any acts or omissions or nor for any error of judgment or mistake of fact or lawlaw other than, and to the extent of, such Person’s gross negligence or willful misconduct. This power The foregoing powers of attorney, being coupled with an interest, shall be are irrevocable until all Secured the Obligations have been fully paid and satisfied and the Security Interests shall have been paid terminated in fullaccordance with the terms hereof.

Attorney-in-Fact. Company Grantor hereby irrevocably appoints Trustee Beneficiary and its successors and assigns, as Company's its attorney-in-fact, which agency is coupled with an interest and with full power of substitution, (a) to execute and/or record any notices of completion, cessation of labor or any other notices that Beneficiary reasonably deems appropriate to protect Beneficiary’s interest, if Grantor shall fail to do so within ten (10) days after written request by Beneficiary, (b) upon the issuance of a deed pursuant to the foreclosure of this Deed of Trust or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents, Personalty, Fixtures, Plans, Property Agreements, Proceeds, Insurance and Condemnation Awards in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare, execute and file or record financing statements, continuation statements, applications for registration and like papers necessary to create, perfect or preserve Beneficiary’s security interests and rights in or to any of the Mortgaged Property, and (d) if any Event of Default has occurred and is continuing, to perform any obligation of Grantor hereunder, however: (1) Beneficiary shall not under any circumstances be obligated to perform any obligation of Grantor; (2) any sums advanced by Beneficiary in such performance shall be added to and included in the Indebtedness and shall bear interest at the Default Rate; (3) Beneficiary as such attorney-in-fact effective during the continuance of an Event of Default, with full authority in the place shall only be accountable for such funds as are actually received by Beneficiary; and stead of Company and in the name of Company, Trustee (4) Beneficiary shall not be liable to Grantor or Holders any other person or otherwise, from time to time in Trustee's discretion entity for any failure to take any action (including completion and presentation of any proxy) and which it is empowered to execute any instrument that Trustee may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation (but subject to the other provisions hereof), to (i) receive, endorse and collect all instruments made payable to Company representing any dividend or other distribution in respect of the Pledged Collateral or any part thereof; (ii) exercise the voting and other consensual rights pertaining to the Pledged Collateral; and (iii) sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Pledged Collateral as fully and completely as though Trustee was the absolute owner thereof for all purposes, and to do, at Trustee's option and Company's expense, at any time or from time to time, all acts and things that Trustee deems necessary to protect, preserve or realize upon the Pledged Collateral. Company hereby ratifies and approves all acts of Trustee made or taken pursuant to take under this Section 9. Except as specifically set forth in Section 11 hereof, neither Trustee nor any Person designated by Trustee shall be liable for any acts or omissions or for any error of judgment or mistake of fact or law. This power of attorney, being coupled with an interest, shall be irrevocable until all Secured Obligations shall have been paid in full8.3.

Attorney-in-Fact. Company Without limiting any rights or powers granted by this Agreement to the Agent, each Obligor hereby irrevocably appoints Trustee the Agent, its nominee, or any other person whom the Agent may designate as Companysuch Obligor's attorney-in-fact effective during the continuance of an Event of Defaultfact, with full power and authority in upon the place occurrence and stead of Company and in during the name of Company, Trustee or Holders or otherwise, from time to time in Trustee's discretion to take any action (including completion and presentation continuation of any proxy) Event of Default to sign such Obligor's name on verifications of Receivables and other Collateral; to send requests for verification of Collateral to such Obligor's customers, account debtors, and other obligors; to endorse such Obligor's name on any checks, notes, acceptances, money orders, drafts, and any other forms of payment or security that may come into the Agent's possession; to endorse the Collateral in blank or to the order of the Agent or its nominee; to sign such Obligor'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 post office authorities to change the address for delivery of such Obligor's mail to an address designated by the Agent; to receive, open, and dispose of all mail addressed to such Obligor; and to execute any instrument that Trustee may deem do all things necessary or advisable to accomplish the purposes of carry out this Agreement, including, without limitation (but subject to the other provisions hereof), to (i) receive, endorse and collect all instruments made payable to Company representing any dividend or other distribution in respect of the Pledged Collateral or any part thereof; (ii) exercise the voting and other consensual rights pertaining to the Pledged Collateral; and (iii) sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Pledged Collateral as fully and completely as though Trustee was the absolute owner thereof for all purposes, and to do, at Trustee's option and Company's expense, at any time or from time to time, all acts and things that Trustee deems necessary to protect, preserve or realize upon the Pledged Collateral. Company Each Obligor hereby ratifies and approves all acts of Trustee made or taken pursuant to this Section 9. Except as specifically set forth in Section 11 hereof, any such attorney and agrees that neither Trustee the Agent nor any Person designated by Trustee shall such attorney will be liable for any acts or omissions or for any error of judgment or mistake of fact or lawlaw other than such person's gross negligence or willful misconduct. This power The foregoing powers of attorney, being coupled with an interest, shall be are irrevocable until all the Secured Obligations shall have been fully paid in fulland satisfied and the commitments of the Lenders to extend credit to or for the account of the Borrower under the Credit Agreement have expired or otherwise terminated.

Attorney-in-Fact. Company Borrower hereby irrevocably appoints Trustee and constitutes Lender as CompanyBorrower's attorney-in-fact effective during the continuance of an Event of Defaultfact: (a) at any time, with full authority in the place and stead of Company and in the name of Company, Trustee or Holders or otherwise, from time to time in Trustee's discretion to take any action (including completion and presentation of any proxy) and to execute any instrument that Trustee may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation (but subject to the other provisions hereof), to (i) receiveto endorse Borrower's name upon any notes, endorse acceptances, checks, drafts, money orders, and other evidences of payment that come into Lender's possession and to deposit or otherwise collect all instruments made payable to Company representing any dividend or other distribution in respect of the Pledged Collateral or any part thereofsame; (ii) exercise the voting and other consensual rights pertaining to the Pledged Collateralsend verifications of Accounts to Customers; and (iii) sellto execute in Borrower's name any financing statements, transferaffidavits and notices with regard to any and all Lien rights; and (b) while any Default exists, pledge(i) to receive, make open, and dispose of all mail addressed to Borrower; (ii) to notify the postal authorities to change the address and delivery of mail addressed to Borrower to such address as Lender may designate; (iii) to sign Borrower's name on any agreement with respect invoice or xxxx of lading relating to the Collateral, on drafts against Customers, and notices to Customers; (iv) to sign Borrower's name on any correspondence or instructions to any Insurance Company in order to cause such Insurance Company to pay Commissions directly to Lender; (v) to sign Borrower's name on any correspondence or instructions necessary to sell or otherwise deal with realize upon the Expirations or any of the Pledged Collateral as fully and completely as though Trustee was the absolute owner thereof for all purposesother Collateral, and (vi) to do, at Trustee's option and Company's expense, at any time or from time to time, do all other acts and things that Trustee deems necessary to protect, preserve or realize upon the Pledged Collateralcarry out this Agreement. Company hereby ratifies and approves all All acts of Trustee made or taken pursuant to this Section 9. Except as specifically set forth in Section 11 hereofsaid attorney-in-fact are hereby authorized, neither Trustee nor any Person designated by Trustee shall ratified and approved, and said attorney-in-fact will not be liable for any acts or omissions or for any error of judgment errors or mistake of fact or law. This power of attorneypower, being coupled with an interest, shall be is irrevocable until all Secured while any of the Obligations shall have been paid in fullremain unpaid or Lender has any commitment to Borrower under this Agreement or otherwise.

Attorney-in-Fact. Company Grantor hereby irrevocably appoints Trustee Beneficiary as Company's its attorney-in-fact effective during the continuance fact, which agency is coupled with an interest and with full power of an Event of Defaultsubstitution, with full authority in the place and stead of Company Grantor and in the name of CompanyGrantor or otherwise (a) upon the issuance of a deed pursuant to the foreclosure of this Mortgage or the delivery of a deed in lieu of foreclosure, Trustee to execute all instruments of assignment, conveyance or Holders further assurance with respect to the Leases, Rents (including, without limitation, all Service Revenues), Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance and Condemnation Awards in favor of the grantee of any such deed and as may be necessary or otherwisedesirable for such purpose, from time (b) to time prepare and file or record financing statements and continuation statements, and to prepare, execute and file or record applications for registration and like papers necessary to create, perfect or preserve Beneficiary’s security interests and rights in Trustee's discretion or to any of the Mortgaged Property as contemplated herein, and (c) after the occurrence and during the continuance of any Event of Default, to perform any obligation of Grantor hereunder; provided, however, that (1) Beneficiary shall not under any circumstances be obligated to perform any obligation of Grantor; (2) any sums advanced by Beneficiary in such performance shall be added to and included in the Indebtedness and shall bear interest at the highest rate at which interest is then computed on any portion of the Indebtedness; (3) Beneficiary as such attorney-in-fact shall only be accountable for such funds as are actually received by Beneficiary; and (4) Beneficiary shall not be liable to Grantor or any other person or entity for any failure to take any action (including completion and presentation of any proxy) and which it is empowered to execute any instrument that Trustee may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation (but subject to the other provisions hereof), to (i) receive, endorse and collect all instruments made payable to Company representing any dividend or other distribution in respect of the Pledged Collateral or any part thereof; (ii) exercise the voting and other consensual rights pertaining to the Pledged Collateral; and (iii) sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Pledged Collateral as fully and completely as though Trustee was the absolute owner thereof for all purposes, and to do, at Trustee's option and Company's expense, at any time or from time to time, all acts and things that Trustee deems necessary to protect, preserve or realize upon the Pledged Collateral. Company hereby ratifies and approves all acts of Trustee made or taken pursuant to take under this Section 9. Except as specifically set forth in Section 11 hereof, neither Trustee nor any Person designated by Trustee shall be liable for any acts or omissions or for any error of judgment or mistake of fact or law. This power of attorney, being coupled with an interest, shall be irrevocable until all Secured Obligations shall have been paid in full9.3.

Attorney-in-Fact. Company (a) The Securities Holders’ Representative is hereby irrevocably appoints Trustee as Company's appointed and constituted the true and lawful attorney-in-fact effective during the continuance of an Event of Defaulteach Securities Holder, with full authority power in his, her or its name and on his, her or its behalf to act according to the place and stead of Company and in the name of Company, Trustee or Holders or otherwise, from time to time in Trustee's discretion to take any action (including completion and presentation of any proxy) and to execute any instrument that Trustee may deem necessary or advisable to accomplish the purposes terms of this Agreement, the Escrow Agreement and the Registration Rights Agreement in the absolute discretion of the Securities Holders’ Representative; and in general to do all things and to perform all acts including, without limitation limitation, executing and delivering this Agreement, the Escrow Agreement, the Registration Rights Agreement and any other agreements, certificates, receipts, instructions, notices or instruments contemplated by or deemed advisable in connection with this Agreement, the Escrow Agreement and the Registration Rights Agreement. (but subject to the other provisions hereof), to (ib) receive, endorse and collect all instruments made payable to Company representing any dividend or other distribution in respect of the Pledged Collateral or any part thereof; (ii) exercise the voting and other consensual rights pertaining to the Pledged Collateral; and (iii) sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Pledged Collateral as fully and completely as though Trustee was the absolute owner thereof for all purposes, and to do, at Trustee's option and Company's expense, at any time or from time to time, all acts and things that Trustee deems necessary to protect, preserve or realize upon the Pledged Collateral. Company hereby ratifies and approves all acts of Trustee made or taken pursuant to this Section 9. Except as specifically set forth in Section 11 hereof, neither Trustee nor any Person designated by Trustee shall be liable for any acts or omissions or for any error of judgment or mistake of fact or law. This power of attorney, being coupled with an interest, attorney and all authority hereby conferred is granted and shall be irrevocable until and shall not be terminated by any act of any Securities Holder, by operation of law, whether by such Securities Holder’s death, disability protective supervision or any other event. Without limitation to the foregoing, this power of attorney is to ensure the performance of a special obligation and, accordingly, each Securities Holder hereby renounces its, his or her right to renounce this power of attorney unilaterally any time before the end of the Escrow Period (as defined in the Escrow Agreement). (c) Each Securities Holder hereby waives any and all Secured Obligations defenses which may be available to contest, negate or disaffirm the action of the Securities Holders’ Representative taken in good faith under this Agreement. (d) Notwithstanding the power of attorney granted in this Article IX, no agreement, instrument, acknowledgement or other act or document shall have been paid in fullbe ineffective by reason only of the Securities Holders having signed or given such directly instead of the Securities Holders’ Representative.

Attorney-in-Fact. (a) The Company and Holdings each hereby irrevocably appoints Trustee the Servicer as Company's attorney-in-fact effective during for the continuance of an Event of DefaultCompany and Holdings, with full authority in the place and stead of the Company or Holdings, as the case may be, as shall be required or reasonably desirable for the Servicer to perform its services hereunder; (i) to execute and deliver on behalf of Holdings and the Company all payment and transfer instructions and all other documents arising in the name ordinary course of business and financial affairs of Holdings and the Company; (ii) to execute and deliver on behalf of Holdings or the Company any and all notices, consents and other communications under the LLC Agreement and any Contract of Holdings or the Company, Trustee except that, to the extent such notices, consents or Holders other communications require approval of an Officer or otherwisethe Board, from time such execution and delivery shall be subject to time in Trustee's discretion such approval; (iii) to take such other actions in the ordinary course of Holdings' or the Company's business on behalf of Holdings or the Company as the Servicer may deem necessary or desirable to accomplish the purposes of this Agreement, including to ask, demand, collect, xxx for, recover, receive and give acquittance for moneys due or to become due in connection with the Assets of Holdings or the Company, to receive, endorse and collect any action (including completion drafts or other instruments, documents and presentation of any proxy) chattel paper in connection therewith and to execute file any instrument that Trustee claims; and (iv) to take such other actions as the Servicer may deem necessary or advisable to accomplish the purposes of Holdings or the Company, including the giving of notices, the delivery of assignments and the delivery of instructions and documents; provided that this Agreement, including, without limitation (but subject to the other provisions hereof), to (i) receive, endorse and collect all instruments made payable to Company representing any dividend or other distribution in respect grant of the Pledged Collateral or any part thereof; (ii) exercise the voting and other consensual rights pertaining to the Pledged Collateral; and (iii) sell, transfer, pledge, make any agreement with respect to or otherwise deal with any power of the Pledged Collateral as fully and completely as though Trustee was the absolute owner thereof for all purposesattorney will expire, and the Servicer will cease to dohave any power to act as the attorney-in-fact of Holdings and the Company, at Trustee's option upon termination of this Agreement in accordance with its terms. (b) Each of Holdings and Company's expense, at any time or from time to time, all acts and things that Trustee deems necessary to protect, preserve or realize upon the Pledged Collateral. Company hereby ratifies authorizes the Servicer to transfer and approves all acts deposit funds and Securities to and in such bank, securities, escrow and clearing accounts as may be established in the name of Trustee made or taken pursuant Holdings and/or the Company and to this Section 9. Except as specifically set forth in Section 11 hereof, neither Trustee nor any Person designated by Trustee shall cause operating expenses of Holdings and/or the Company to be liable for any acts or omissions or for any error of judgment or mistake of fact or law. This power of attorney, being coupled with an interest, shall be irrevocable until all Secured Obligations shall have been paid in fullfrom such deposited funds.

Attorney-in-Fact. Company (i) The Shareholders' Representative is hereby irrevocably appoints Trustee as Company's appointed and constituted the true and lawful attorney-in-fact effective during of each Shareholder, except the continuance of an Event of DefaultNon Employee Shareholder, with full authority power in his, her or its name and on his, her or its behalf to act according to the terms of this Agreement and the Escrow Agreement in the place and stead absolute discretion of Company the Shareholders' Representative; and in general to do all things and to perform all acts including, without limitation: (1) executing and delivering all agreements, certificates, receipts, instructions, notices and other instruments contemplated by or deemed advisable in connection with Article VII of the name of Company, Trustee or Holders or otherwise, from time to time in Trustee's discretion to take any action this Agreement (including completion execution of the Escrow Agreement); (2) executing and presentation of delivering any proxy) and other agreements contemplated to execute any instrument that Trustee may deem necessary or advisable be delivered pursuant to accomplish the purposes of this Agreement, including, without limitation (but subject to including the other provisions hereof), to (i) receive, endorse and collect all instruments made payable to Company representing any dividend or other distribution in respect of the Pledged Collateral or any part thereof; Registration Rights Agreement. (ii) exercise This power of attorney and all authority hereby conferred is granted and shall be irrevocable and shall not be terminated by any act of any Shareholder, except the voting and Non Employee Shareholder, by operation of law, whether by such Shareholder's death, disability protective supervision or any other consensual rights pertaining event. Without limitation to the Pledged Collateral; and foregoing, this power of attorney is to ensure the performance of a special obligation and, accordingly, each Shareholder, except the Non Employee Shareholder, hereby renounces its, his or her right to renounce this power of attorney unilaterally any time before the Expiration Date. (iii) sellEach Management Shareholder and Employee Shareholder hereby waives any and all defenses which may be available to contest, transfer, pledge, make any agreement with respect to negate or otherwise deal with disaffirm the action of the Shareholders' Representative taken in good faith under this Agreement or any of the Pledged Collateral as fully and completely as though Trustee was Related Agreements. (iv) Notwithstanding the absolute owner thereof for all purposes, and to do, at Trustee's option and Company's expense, at any time or from time to time, all acts and things that Trustee deems necessary to protect, preserve or realize upon the Pledged Collateral. Company hereby ratifies and approves all acts power of Trustee made or taken pursuant to attorney granted in this Section 9. Except as specifically set forth in Section 11 hereof7.5, neither Trustee nor any Person designated by Trustee no agreement, instrument, acknowledgement or other act or document shall be liable for any acts ineffective by reason only of the Management Shareholders and Employee Shareholders having signed or omissions or for any error given such directly instead of judgment or mistake of fact or law. This power of attorney, being coupled with an interest, shall be irrevocable until all Secured Obligations shall have been paid in fullthe Shareholders' Representative.

Attorney-in-Fact. Company Each Debtor hereby irrevocably appoints Trustee the Agent, its nominee, and any other Person whom the Agent may designate, as Company's such Debtor’s attorney-in-fact effective during the continuance of an Event of Default, with full authority in the place and stead of Company and in the name of Company, Trustee or Holders or otherwise, from time to time in Trustee's discretion to take any action (including completion and presentation of any proxy) and to execute any instrument that Trustee may deem necessary or advisable to accomplish for the purposes of carrying out the terms of this Agreement, includingwith full power during the existence of any Event of Default to sign such Debtor’s name on verifications of Accounts and other Collateral; to send requests for verification of Collateral to such Debtor’s customers, without limitation (but subject Account Debtors and other obligors; to endorse such Debtor’s name on any checks, notes, acceptances, money orders, drafts, and any other forms of payment or security that may come into the Agent’s possession or on any assignments, stock powers, or other instruments of transfer relating to the other provisions hereof), to (i) receive, endorse and collect all instruments made payable to Company representing any dividend or other distribution in respect of the Pledged Collateral or any part thereof; (ii) exercise the voting to sign such 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 consensual rights pertaining obligors, on schedules and assignments of Collateral, on notices of assignment and on public records; to notify the Pledged Collateralpost office authorities to change the address for delivery of such Debtor’s mail to an address designated by the Agent; to receive, open and dispose of all mail addressed to such Debtor; and (iii) sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Pledged Collateral as fully and completely as though Trustee was the absolute owner thereof for do all purposes, and to do, at Trustee's option and Company's expense, at any time or from time to time, all acts and things that Trustee deems necessary to protect, preserve or realize upon carry out the Pledged Collateralterms and provisions of this Agreement. Company Each Debtor hereby ratifies and approves all acts of Trustee made or taken pursuant to this Section 9. Except as specifically set forth in Section 11 hereof, any such attorney and agrees that neither Trustee the Agent nor any Person designated by Trustee shall such attorney will be liable for any acts or omissions or nor for any error of judgment or mistake of fact or lawlaw other than, and to the extent of, such Person’s gross negligence or willful misconduct. This power The foregoing powers of attorney, being coupled with an interest, shall be are irrevocable until all Secured the Obligations have been fully paid and satisfied and the Security Interests shall have been paid terminated in fullaccordance with the terms hereof.

Attorney-in-Fact. Company Grantor hereby irrevocably appoints Trustee Beneficiary as Company's its attorney-in-fact effective during the continuance fact, which agency is coupled with an interest and with full power of an Event of Defaultsubstitution, with full authority in the place and stead of Company Grantor and in the name of Company, Trustee Grantor or Holders or otherwise, from time to time in Trustee's discretion to take any action otherwise (including completion and presentation of any proxya) and to execute and/or record any instrument notices of completion, cessation of labor or any other notices that Trustee may deem necessary or advisable Beneficiary deems appropriate to accomplish protect Beneficiary's interest, if Grantor shall fail to do so within ten (10) days after written request by Beneficiary, (b) upon the purposes issuance of a deed pursuant to the foreclosure of this Agreement, including, without limitation (but subject to Deed of Trust or the other provisions hereof)delivery of a deed in lieu of foreclosure, to (i) receive, endorse and collect execute all instruments made payable to Company representing any dividend of assignment, conveyance or other distribution in respect of the Pledged Collateral or any part thereof; (ii) exercise the voting and other consensual rights pertaining to the Pledged Collateral; and (iii) sell, transfer, pledge, make any agreement further assurance with respect to the Leases, Rents, Tax Refunds, Proceeds, Insurance and Condemnation Awards in favor of the grantee of any such deed and as may be necessary or otherwise deal with desirable for such purpose, (c) to prepare and file or record financing statements and continuation statements, and to prepare, execute and file or record applications for registration and like papers necessary to create, perfect or preserve Beneficiary's security interests and rights in or to any of the Pledged Collateral as fully and completely as though Trustee was the absolute owner thereof for all purposesMortgaged Property, and (d) after the occurrence and during the continuance of an Event of Default, to doperform any obligation of Grantor hereunder; provided, at Trustee's option and Company's expensehowever, at that (1) Beneficiary shall not under any time or from time circumstances be obligated to time, all acts and things that Trustee deems necessary to protect, preserve or realize upon the Pledged Collateral. Company hereby ratifies and approves all acts perform any obligation of Trustee made or taken pursuant to this Section 9. Except as specifically set forth Grantor; (2) any sums advanced by Beneficiary in Section 11 hereof, neither Trustee nor any Person designated by Trustee such performance shall be liable added to and included in the Indebtedness and shall bear interest at the highest rate at which interest is then computed on any portion of the Indebtedness; (3) Beneficiary as such attorney-in-fact shall only be accountable for any acts or omissions or for any error of judgment or mistake of fact or law. This power of attorney, being coupled with an interest, shall be irrevocable until all Secured Obligations shall have been paid in full.such funds as are actually received by Beneficiary; and

Attorney-in-Fact. Company hereby irrevocably appoints Trustee as Company's attorney-in-fact effective Upon the occurrence and during the continuance of an Event of Default, the Company hereby irrevocably constitutes and appoints Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorneys-in-fact with full irrevocable power and authority in the place and stead of the Company and or in the name Company’s own name, for the purpose of Companycarrying out the terms of this Note, Trustee or Holders or otherwise, from time to time in Trustee's discretion to take any and all appropriate action (including completion and presentation of any proxy) and to execute any instrument and all documents and instruments that Trustee may deem be necessary or advisable to accomplish the purposes of this Agreement, includingNote and, without limitation limiting the generality of the foregoing, hereby gives said attorney the power and right, on behalf of the Company without notice to or assent by the Company, to, upon the occurrence and during the continuance of an Event of Default, (but subject to a) endorse the Company’s name on any checks, notes, drafts or other provisions hereof)forms of payment or security that may come into the possession of the Agent or any Purchaser or any of their respective affiliates, to sign the Company’s name on invoices or bills-of-lading, drafts against customers, notices of assignment, verifications and schedules, (i) receive, endorse and collect all instruments made payable to Company representing any dividend or other distribution in respect of the Pledged Collateral or any part thereof; (ii) exercise the voting and other consensual rights pertaining to the Pledged Collateral; and (iiib) sell, transfer, pledge, make any agreement arrangement with respect to or otherwise dispose of or deal with any of the Pledged Collateral as fully consistent with the UCC and completely as though Trustee was the absolute owner thereof for all purposes, and to do, at Trustee's option and Company's expense, at any time or from time to time, all (c) do acts and things that Trustee which Agent reasonably deems necessary to protect, preserve or realize upon the Pledged CollateralCollateral and the Purchasers’ security interest therein. Company hereby ratifies and approves all acts of Trustee made or taken pursuant to this Section 9. Except as specifically set forth in Section 11 hereof, neither Trustee nor any Person designated by Trustee shall be liable for any acts or omissions or for any error of judgment or mistake of fact or law. This power of attorneyThe powers granted herein, being coupled with an interest, are irrevocable until the date this Note and the obligations evidenced hereby is repaid in full in accordance with its terms. The powers conferred on Holder hereunder are solely to protect its interests in the Collateral and shall not impose any duty upon it to exercise any such powers. Neither Agent nor any other attorney-in-fact shall be irrevocable until all Secured Obligations shall have been paid liable for any act or omission, error in fulljudgment or mistake of law.

Attorney-in-Fact. Company Borrower hereby irrevocably appoints Trustee and constitutes Lender as Company's Borrower’s attorney-in-fact: (a) at any time, (i) to endorse Borrower’s name upon any notes, acceptances, checks, drafts, money orders, and other evidences of payment that come into Lender’s possession and to deposit or otherwise collect the same; (ii) to send verifications to Clients and Contract Debtors; and (iii) to execute in Borrower’s name any financing statements, affidavits and notices with regard to any and all Collateral and Lien rights; and (b) while any Default exists, (i) to receive, open, and dispose of all mail addressed to Borrower; (ii) to notify the postal authorities to change the address and delivery of mail addressed to Borrower to such address as Lender may designate; (iii) to sign Borrower’s name on any document or agreement relating to the Collateral, on drafts against Contract Debtors or Clients, and notices to Contract Debtors and Clients; (iv) to direct Servicer to perform any act deemed necessary by Lender to protect its rights to the Collateral and Obligations or otherwise necessary to carry out the covenants of Borrower hereunder, and (v) to do all other acts and things necessary to carry out this Agreement. All acts of said attorney-in-fact effective during the continuance of an Event of Defaultare hereby authorized, with full authority in the place ratified and stead of Company and in the name of Company, Trustee or Holders or otherwise, from time to time in Trustee's discretion to take any action (including completion and presentation of any proxy) and to execute any instrument that Trustee may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation (but subject to the other provisions hereof), to (i) receive, endorse and collect all instruments made payable to Company representing any dividend or other distribution in respect of the Pledged Collateral or any part thereof; (ii) exercise the voting and other consensual rights pertaining to the Pledged Collateral; and (iii) sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Pledged Collateral as fully and completely as though Trustee was the absolute owner thereof for all purposesapproved, and to do, at Trustee's option and Company's expense, at any time or from time to time, all acts and things that Trustee deems necessary to protect, preserve or realize upon the Pledged Collateral. Company hereby ratifies and approves all acts of Trustee made or taken pursuant to this Section 9. Except as specifically set forth in Section 11 hereof, neither Trustee nor any Person designated by Trustee shall said attorney-in-fact will not be liable for any acts or omissions or for any error of judgment errors or mistake of fact or law. This power of attorneypower, being coupled with an interest, shall be is irrevocable until all Secured while any of the Obligations shall have been paid in fullremain unpaid or Lender has any commitment to Borrower under this Agreement or otherwise.

Attorney-in-Fact. Company Without limiting any rights or powers granted by this Agreement to the Administrative Agent while no Event of Default has occurred and is continuing, upon the occurrence and during the continuance of any Event of Default, each Debtor hereby irrevocably appoints Trustee the Administrative Agent as Company's the attorney-in-fact effective during of such Debtor for the continuance purpose of an Event carrying out the provisions of Default, with full authority in the place this Article VI and stead of Company and in the name of Company, Trustee or Holders or otherwise, from time to time in Trustee's discretion to take taking any action (including completion and presentation of executing any proxy) and to execute any instrument instruments that Trustee the Administrative Agent may deem necessary or advisable desirable to accomplish the purposes hereof, which appointment as attorney-in-fact is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, so long as the Administrative Agent shall be entitled under this Agreement, including, without limitation (but Article VI to make collections in respect of the Collateral and subject to the other provisions hereof)Intercreditor Agreement, the Administrative Agent shall have the right and power (a) to (i) receive, endorse and collect all instruments checks made payable to Company the order of any Debtor representing any dividend dividend, payment or other distribution in respect of the Pledged Collateral or any part thereof and to give full discharge for the same; (b) to file any claims or take any action or institute any proceedings in connection therewith which the Administrative Agent may deem to be necessary or advisable; (c) to pay, settle or compromise all bills and claims which may be or become liens or security interests against any or all of the Collateral, or any part thereof; (ii) exercise the voting and , unless a bond or other consensual rights pertaining security satisfactory to the Pledged CollateralAdministrative Agent has been provided; and (d) upon foreclosure, to do any and (iii) sell, transfer, pledge, make every act which any agreement Debtor may do on its behalf with respect to the Collateral or otherwise deal with any part thereof and to exercise any or all of such Debtor’s rights and remedies under any or all of the Pledged Collateral as fully and completely as though Trustee was Collateral; provided, however, that the absolute owner thereof for all purposes, and to do, at Trustee's option and Company's expense, at Administrative Agent shall not exercise any time or from time to time, all acts and things that Trustee deems necessary to protect, preserve or realize such rights except upon the Pledged Collateral. Company hereby ratifies occurrence and approves all acts continuation of Trustee made or taken pursuant to this Section 9. Except as specifically set forth in Section 11 hereof, neither Trustee nor any Person designated by Trustee shall be liable for any acts or omissions or for any error an Event of judgment or mistake of fact or lawDefault. This power of attorney, being attorney is a power coupled with an interest, interest and shall be irrevocable until all Secured Obligations shall have been paid in fullirrevocable.

Attorney-in-Fact. Company The Pledgor hereby irrevocably appoints Trustee the Pledgee as Companythe Pledgor's attorney-in-fact effective during (without requiring the continuance Pledgee) and authorizes the Pledgee to act as the Pledgor's attorney-in-fact, from time to time, upon the occurrence of an Event of Default, Default and during the continuance thereof: (i) To perform all acts that the Pledgee deems appropriate in accordance with full authority this Agreement to perfect and continue its interests hereunder in the place Pledged Collateral; (ii) To protect, preserve and stead realize upon the Pledged Collateral; and (iii) To execute such orders and receipts for payment of Company the Pledged Collateral in accordance with this Agreement as the Pledgee deems appropriate in its sole discretion. The foregoing power of attorney is coupled with an interest and in shall be irrevocable and is given to secure performance by the name Pledgor of Company, Trustee or Holders or otherwise, from time the Obligations. Subject to time in Trustee's discretion to take any action (including completion and presentation of any proxy) and to execute any instrument that Trustee may deem necessary or advisable to accomplish the purposes terms of this Agreement, includingeffective upon the occurrence of an Event of Default and during the continuance thereof, the Pledgee may demand, collect and xxx on the Pledged Collateral (in either its or the Pledgor's name, at the Pledgee's sole option), and enforce, compromise, settle or discharge the Pledged Collateral, without limitation (but subject discharging the Obligations or any part thereof and whether or not any such action results in the imposition of any penalty. The Pledgor authorizes and directs the Company to the other provisions hereof), to (i) receive, endorse and collect all instruments made payable to Company representing make any dividend or other distribution payments in respect of the Pledged Collateral or as the Pledgee may direct, effective upon the occurrence of an Event of Default and during the continuance thereof, and hereby releases the Company from any part thereof; (ii) exercise the voting and other consensual rights pertaining liability to the Pledged Collateral; and (iii) sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Pledged Collateral as fully and completely as though Trustee was the absolute owner thereof Pledgor for all purposes, and to do, at Trustee's option and Company's expense, at any time or from time to time, all acts and things that Trustee deems necessary to protect, preserve or realize upon the Pledged Collateral. Company hereby ratifies and approves all acts of Trustee made or taken pursuant to this Section 9. Except as specifically set forth in Section 11 hereof, neither Trustee nor any Person designated by Trustee shall be liable for any acts or omissions or for any error of judgment or mistake of fact or law. This power of attorney, being coupled with an interest, shall be irrevocable until all Secured Obligations shall have been paid in fullmaking such payments.

Attorney-in-Fact. Company hereby irrevocably appoints Trustee as Company's (i) Without limiting any rights or powers granted by this Agreement to the Administrative Agent, effective upon the occurrence and during the continuance of any Termination Event, the Administrative Agent shall be appointed the attorney-in-fact effective during of each Assignor (and each Assignor hereby agrees to maintain in effect such a power of attorney until all amounts under the continuance of an Event of Default, Purchased Interests have been paid in full) with full power and authority in the place and stead of Company and each Assignor, in the name of Companyeach Assignor or in its own name, Trustee or Holders or otherwise, from time to time in Trustee's discretion to take for the purpose of carrying out the terms of this Agreement and taking any action (including completion and presentation of executing any proxy) documents and to execute any instrument instruments that Trustee Administrative Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation (but subject to the other provisions hereof), to (i) receive, endorse and collect all instruments made payable to Company representing any dividend or other distribution in respect of the Pledged Collateral or any part thereof; (ii) exercise the voting and other consensual rights pertaining to the Pledged Collateral; and (iii) sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Pledged Collateral which appointment as fully and completely as though Trustee was the absolute owner thereof for all purposes, and to do, at Trustee's option and Company's expense, at any time or from time to time, all acts and things that Trustee deems necessary to protect, preserve or realize upon the Pledged Collateral. Company hereby ratifies and approves all acts of Trustee made or taken pursuant to this Section 9. Except as specifically set forth in Section 11 hereof, neither Trustee nor any Person designated by Trustee attorney-in-fact shall be liable for any acts or omissions or for any error of judgment or mistake of fact or law. This power of attorney, being irrevocable and coupled with an interest. Each Assignor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof consistent with the rights and obligations of said attorneys under this Agreement, except in the case of gross negligence or willful misconduct of said attorneys. (ii) Each Assignor hereby acknowledges and agrees that in acting pursuant to this power-of-attorney, the Administrative Agent shall be acting in its own interest, and each Assignor acknowledges and agrees that neither the Administrative Agent nor any Purchaser, as secured parties under this Agreement (collectively, the "Secured Parties"), shall be irrevocable until all Secured Obligations shall have been paid in fullany fiduciary or other duties to the Assignors, and each Assignor hereby waives any claims to the rights of a beneficiary of a fiduciary relationship hereunder.

Attorney-in-Fact. Company For so long as this Agreement is in effect, the Borrower hereby irrevocably appoints Trustee as Company's Lender the Borrower’s attorney-in-fact effective during the continuance of an Event of Defaultfact, with full authority in the place and stead of Company the Borrower and in the name of Company, Trustee or Holders the Borrower or otherwise, from time to time in Trustee's discretion and after the occurrence of an Event of Default, to take any action (including completion and presentation of any proxy) and to execute any instrument that Trustee may deem necessary or advisable provided for pursuant to accomplish the purposes of this Agreement, including, without limitation limitation: (but subject a) To ask, demand, collect, sue for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in 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 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 provisions hereof), documents to (i) receive, endorse and collect all instruments made payable to Company representing any dividend obtain payment for work or materials or other distribution in respect of the Pledged Collateral or any part thereof; (ii) exercise the voting and other consensual rights pertaining to the Pledged Collateral; and (iiid) sellTo perform and take any action authorized under any this Agreement or any other agreement between Borrower and Lender, transfer, pledge, make any agreement with respect to holding Borrower liable or otherwise deal with any of responsible for the Pledged Collateral as fully and completely as though Trustee was the absolute owner thereof for all purposes, and to do, at Trustee's option and Company's expense, at any time or from time to time, costs thereof. Borrower hereby ratifies all acts and things Xxxxxx takes as attorney-in-fact that Trustee deems necessary to protect, preserve or realize upon the Pledged Collateral. Company hereby ratifies and approves all acts are lawfully done by virtue of Trustee made or taken pursuant to this Section 9. Except as specifically set forth in Section 11 hereof, neither Trustee nor any Person designated by Trustee shall be liable for any acts or omissions or for any error of judgment or mistake of fact or lawAgreement. This power of attorney, being attorney is coupled with an interest, interest and shall be irrevocable until all Secured Obligations irrevocable. The grant of this power of attorney to take actions from and after an Event of Default shall have been paid in fullnot 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. Company Each Debtor hereby irrevocably appoints Trustee Agent, its nominee, and any other Person whom Agent may designate, as Companysuch Debtor's attorney-in-fact effective fact, with full power during the continuance existence of an any Event of Default, with full authority in the place and stead of Company and in the name of Company, Trustee or Holders or otherwise, from time to time in Trustee's discretion to take any action (including completion and presentation of any proxy) and to execute any instrument that Trustee may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation (but subject to the other provisions hereof), to (i) receiveto sign such Debtor's name on verifications of Accounts and other Collateral; (ii) to send requests for verification of Collateral to such Debtor's customers, Account Debtors and other obligors; (iii) to endorse such Debtor's name on any checks, notes, acceptances, money orders, drafts, and collect all instruments made payable to Company representing any dividend other forms of payment or security that may come into Agent's possession or on any assignments, stock powers, or other distribution in respect instruments of transfer relating to the Pledged Collateral or any part thereof; (iiiv) exercise the voting to sign such Debtor's name on any invoice or bill of lading relating to any Collateral, on claims to enforce cxxxxction of any Collateral, on notices to and drafts against customers and Account Debtors and other consensual rights pertaining obligors, on schedules and assignments of Collateral, on notices of assignment and on public records; (v) to notify the Pledged Collateralpost office authorities to change the address for delivery of each Debtor's mail to an address designated by Agent; (vi) to receive, open and dispose of all mail addressed to such Debtor; and (iiivii) sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Pledged Collateral as fully and completely as though Trustee was the absolute owner thereof for do all purposes, and to do, at Trustee's option and Company's expense, at any time or from time to time, all acts and things that Trustee deems necessary to protectcarry out the terms and provisions of this Agreement. To the fullest extent permitted by law, preserve or realize upon the Pledged Collateral. Company each Debtor hereby ratifies and approves all acts of Trustee made or taken pursuant to this Section 9. Except as specifically set forth in Section 11 hereof, any such attorney and agrees that neither Trustee Agent nor any Person designated by Trustee shall such attorney will be liable for any acts or omissions or nor for any error of judgment or mistake of fact or lawlaw other than, and to the extent of, such Person's gross negligence or willful misconduct. This power The foregoing powers of attorney, being coupled with an interest, shall be are irrevocable until all Secured the Obligations have been fully paid and satisfied and the Security Interests shall have been paid terminated in fullaccordance with the terms hereof.

Attorney-in-Fact. Company To the extent permitted by applicable law, Xxxxxxxxx hereby irrevocably appoints Trustee Agent and its successors and assigns, as Company's its attorney-in-fact effective fact, which agency is coupled with an interest, (a) to execute and/or record any notices of completion, cessation of labor, or any other notices that Agent deems appropriate to protect Agent’s and the Lenders’ interest, if Mortgagor shall fail to do so within ten (10) days after written request by Agent, (b) upon the issuance of a deed pursuant to the foreclosure of this Mortgage or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents, and Fixtures in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare, execute and file or record financing statements, continuation statements, applications for registration and like papers necessary to create, perfect or preserve Agent’s security interests and rights in or to any of the Collateral, and (d) during the existence and continuance of an Event of Default, with full authority to perform any obligation of Mortgagor hereunder or under any of the other Loan Documents; however: (1) Agent shall not under any circumstances be obligated to perform any obligation of Mortgagor; (2) any sums advanced by Agent or the Lenders in such performance shall be added to and included in the place Obligations and stead shall bear interest at the default rate of Company interest provided for under the Credit Agreement after demand and in the name of Company, Trustee shall be payable on demand; (3) Agent as such attorney-in-fact shall only be accountable for such funds as are actually received by Agent; and (4) neither Agent nor any Lender shall be liable to Mortgagor or Holders any other person or otherwise, from time to time in Trustee's discretion entity for any failure to take any action (including completion and presentation of any proxy) and which it is empowered to execute any instrument that Trustee may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation (but subject to the other provisions hereof), to (i) receive, endorse and collect all instruments made payable to Company representing any dividend or other distribution in respect of the Pledged Collateral or any part thereof; (ii) exercise the voting and other consensual rights pertaining to the Pledged Collateral; and (iii) sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Pledged Collateral as fully and completely as though Trustee was the absolute owner thereof for all purposes, and to do, at Trustee's option and Company's expense, at any time or from time to time, all acts and things that Trustee deems necessary to protect, preserve or realize upon the Pledged Collateral. Company hereby ratifies and approves all acts of Trustee made or taken pursuant to take under this Section 9. Except as specifically set forth in Section 11 hereof, neither Trustee nor any Person designated by Trustee shall be liable for any acts or omissions or for any error of judgment or mistake of fact or law. This power of attorney, being coupled with an interest, shall be irrevocable until all Secured Obligations shall have been paid in full7.3.

Attorney-in-Fact. Company The Pledgor hereby irrevocably appoints Trustee the Pledgee as Companythe ---------------- Pledgor's attorney-in-fact effective during (without requiring the continuance Pledgee) and authorizes Pledgee to act as Pledgor's attorney-in-fact, from time to time, upon the occurrence of an Event of Default, with full authority in Default and during the place and stead of Company and in the name of Company, Trustee or Holders or otherwise, from time to time in Trustee's discretion to take any action (including completion and presentation of any proxy) and to execute any instrument that Trustee may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation (but subject to the other provisions hereof), to continuance thereof: (i) receiveTo perform all acts that the Pledgee deems appropriate in accordance with this Pledge Agreement to perfect and continue its interests hereunder in the Pledged Collateral; (ii) To protect, endorse preserve and realize upon the Pledged Collateral; and (iii) To execute such orders and receipts for payment of the Pledged Collateral in accordance with this Pledge Agreement as the Pledgee deems appropriate in its sole discretion. The foregoing power of attorney is coupled with an interest and shall be irrevocable and is given to secure performance by Pledgor of the Obligations. Subject to the terms of this Pledge Agreement, effective upon the occurrence of an Event of Default and during the continuance thereof, the Pledgee may demand, collect all instruments made payable and xxx on the Pledged Collateral (in either its or the Pledgor's name, at the Pledgee's sole option), and enforce, compromise, settle or discharge the Pledged Collateral, without discharging the Obligations or any part thereof and whether or not any such action results in the imposition of any penalty. The Pledgor authorizes and directs AGW Leasing to Company representing make any dividend or other distribution payments in respect of the Pledged Collateral or as the Pledgee may direct, effective upon the occurrence of an Event of Default and during the continuance thereof, and hereby releases AGW Leasing from any part thereof; (ii) exercise the voting and other consensual rights pertaining liability to the Pledged Collateral; and (iii) sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Pledged Collateral as fully and completely as though Trustee was the absolute owner thereof Pledgor for all purposes, and to do, at Trustee's option and Company's expense, at any time or from time to time, all acts and things that Trustee deems necessary to protect, preserve or realize upon the Pledged Collateral. Company hereby ratifies and approves all acts of Trustee made or taken pursuant to this Section 9. Except as specifically set forth in Section 11 hereof, neither Trustee nor any Person designated by Trustee shall be liable for any acts or omissions or for any error of judgment or mistake of fact or law. This power of attorney, being coupled with an interest, shall be irrevocable until all Secured Obligations shall have been paid in fullmaking such payments.

Attorney-in-Fact. Company Grantor hereby irrevocably appoints Trustee Beneficiary and its successors and assigns, as Company's its attorney-in-fact, which agency is coupled with an interest and with full power of substitution, (a) to execute and/or record any notices of completion, cessation of labor or any other notices that Beneficiary deems appropriate to protect Beneficiary’s interest, if Grantor shall fail to do so within ten (10) days after written request by Beneficiary, (b) upon the issuance of a deed pursuant to the foreclosure of this Deed of Trust or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Operational Assets, Fixtures, Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance and Condemnation Awards in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare, execute and file or record financing statements, continuation statements, applications for registration and like papers necessary to create, perfect or preserve Beneficiary’s security interests and rights in or to any of the Trust Property, and (d) while any Event of Default (1) Beneficiary shall not under any circumstances be obligated to perform any obligation of Grantor; (2) any sums advanced by Beneficiary in such performance shall be added to and included in the Indebtedness and shall bear interest at the Applicable Rate; (3) Beneficiary as such attorney-in-fact effective during the continuance of an Event of Default, with full authority in the place shall only be accountable for such funds as are actually received by Beneficiary; and stead of Company and in the name of Company, Trustee (4) Beneficiary shall not be liable to Grantor or Holders any other person or otherwise, from time to time in Trustee's discretion entity for any failure to take any action (including completion and presentation of any proxy) and which it is empowered to execute any instrument that Trustee may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation (but subject to the other provisions hereof), to (i) receive, endorse and collect all instruments made payable to Company representing any dividend or other distribution in respect of the Pledged Collateral or any part thereof; (ii) exercise the voting and other consensual rights pertaining to the Pledged Collateral; and (iii) sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Pledged Collateral as fully and completely as though Trustee was the absolute owner thereof for all purposes, and to do, at Trustee's option and Company's expense, at any time or from time to time, all acts and things that Trustee deems necessary to protect, preserve or realize upon the Pledged Collateral. Company hereby ratifies and approves all acts of Trustee made or taken pursuant to take under this Section 99.3. Except as specifically set forth in Section 11 hereofNotwithstanding the foregoing, neither Trustee nor any Person designated by Trustee Beneficiary shall be liable for any acts or omissions or for any error of judgment or mistake of fact or law. This power of attorneyits gross negligence, being coupled willful misconduct, and bad faith in connection with an interest, shall be irrevocable until all Secured Obligations shall have been paid in fullexercising its rights hereunder.

Attorney-in-Fact. Company Borrower hereby irrevocably appoints Trustee and constitutes Agent on behalf of Lenders as Company's Borrower’s attorney-in-fact: (a) at any time, (i) to endorse Borrower’s name upon any notes, acceptances, checks, drafts, money orders, and other evidences of payment that come into Agent or Lenders’ possession and to deposit or otherwise collect the same; (ii) to send verifications of accounts to Customers; and (iii) to execute in Borrower’s name any financing statements, affidavits and notices with regard to any and all Lien rights; and (b) while any Default exists, (i) to receive, open, and dispose of all mail addressed to Borrower; (ii) to notify the postal authorities to change the address and delivery of mail addressed to Borrower to such address as Agent may designate; (iii) to sign Borrower’s name on any invoice or xxxx of lading relating to the Collateral, on drafts against Customers, and notices to Customers; (iv) to sign any agreement or certificate in connection with any insurance policy of Borrower (including any documentation to receive benefit payments due thereunder or to cancel such insurance policy and receive a refund of the unearned premium with respect thereto); and (v) to do all other acts and things necessary to carry out this Agreement. All acts of said attorney-in-fact effective during the continuance of an Event of Defaultare hereby authorized, with full authority in the place ratified and stead of Company and in the name of Company, Trustee or Holders or otherwise, from time to time in Trustee's discretion to take any action (including completion and presentation of any proxy) and to execute any instrument that Trustee may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation (but subject to the other provisions hereof), to (i) receive, endorse and collect all instruments made payable to Company representing any dividend or other distribution in respect of the Pledged Collateral or any part thereof; (ii) exercise the voting and other consensual rights pertaining to the Pledged Collateral; and (iii) sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Pledged Collateral as fully and completely as though Trustee was the absolute owner thereof for all purposesapproved, and to do, at Trustee's option and Company's expense, at any time or from time to time, all acts and things that Trustee deems necessary to protect, preserve or realize upon the Pledged Collateral. Company hereby ratifies and approves all acts of Trustee made or taken pursuant to this Section 9. Except as specifically set forth in Section 11 hereof, neither Trustee nor any Person designated by Trustee shall said attorney-in-fact will not be liable for any acts or omissions or for any error of judgment errors or mistake of fact or law. This power of attorneypower, being coupled with an interest, shall be is irrevocable until all Secured while any of the Obligations shall remain unpaid or Lenders have been paid in fullany commitment to Borrower under this Agreement or otherwise.

Attorney-in-Fact. Company (i) The Equityholders’ Representative is hereby irrevocably appoints Trustee as Company's appointed and constituted the true and lawful attorney-in-fact effective during the continuance and agent of an Event of Defaulteach Equityholder, with full authority power in his, her or its name and on his, her or its behalf to act on his, her or its behalf in connection with this Agreement and the agreements ancillary hereto (including the Escrow Agreement) in the place and stead absolute discretion of Company the Equityholders’ Representative, and in general to do all things and to perform all acts including executing and delivering the name of CompanyEscrow Agreement and any other agreements, Trustee certificates, receipts, instructions, notices or Holders instruments contemplated by or otherwise, from time to time deemed advisable in Trustee's discretion to take any action connection with this Agreement and the agreements ancillary hereto (including completion the Escrow Agreement). (ii) This power of attorney and presentation all authority hereby conferred is granted and shall be irrevocable and shall not be terminated by any act of any proxyEquityholder or by operation of Law, whether by such Equityholder’s death, disability, protective supervision or any other event. Without limitation to the foregoing, this power of attorney is to ensure the performance of a special obligation and, accordingly, each Equityholder hereby renounces its, his or her right to renounce this power of attorney unilaterally. (iii) Each Equityholder hereby waives any and all defenses which may be available to execute contest, negate or disaffirm the action of the Equityholders’ Representative taken in good faith under this Agreement or any instrument that Trustee may deem necessary agreement ancillary hereto (including the Escrow Agreement) pursuant to the authority granted in this Exhibit M. (iv) Notwithstanding the power of attorney granted in this Exhibit M, no agreement, instrument, acknowledgement or advisable to accomplish other act or document shall be ineffective by reason only of the Equityholders constituting a Majority in Interest having signed or given such directly instead of the Equityholders’ Representative. For purposes of this Agreement, including, without limitation (but subject to the other provisions hereof), to (i) receive, endorse and collect all instruments made payable to Company term “Majority in Interest” shall mean Equityholders representing any dividend or other distribution a majority in respect interest of the Pledged Collateral or any part thereof; (ii) exercise the voting and other consensual rights pertaining to the Pledged Collateral; and (iii) sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Pledged Collateral as fully and completely as though Trustee was the absolute owner thereof for all purposes, and to do, at Trustee's option and Company's expense, at any time or from time to time, all acts and things that Trustee deems necessary to protect, preserve or realize upon the Pledged Collateral. Company hereby ratifies and approves all acts of Trustee made or taken pursuant to consideration payable under this Section 9. Except as specifically set forth in Section 11 hereof, neither Trustee nor any Person designated by Trustee shall be liable for any acts or omissions or for any error of judgment or mistake of fact or law. This power of attorney, being coupled with an interest, shall be irrevocable until all Secured Obligations shall have been paid in fullAgreement.

Attorney-in-Fact. Company The Trustee hereby irrevocably appoints Trustee agrees to act as Company's the attorney-in-fact effective during for the continuance holders of an Event of Default, with full authority in the place and stead of Company and in Debentures to the name of Company, Trustee or Holders or otherwise, from time to time in Trustee's discretion to take any action (including completion and presentation of any proxy) and to execute any instrument that Trustee may deem extent necessary or advisable to accomplish desirable for the purposes of this Agreement, including, without limitation (but Indenture and each holder by receiving and holding the Debentures accepts and confirms the appointment of the Trustee as the attorney-in-fact of such holder to the extent necessary for the purposes hereof and in accordance with and subject to the other provisions hereof). To the extent necessary and for greater certainty (but without in any way detracting from custom and usage applicable with regards to the relationship between the Corporation, the Trustee and the holders of Debentures hereunder) and subject to (i) receiveany applicable law of public order, endorse the Trustee and collect all instruments made payable the Corporation hereby agree with regards to Company representing the Trustee so acting as the attorney-in-fact of the holders of Debentures hereunder and each holder of Debentures by receiving and holding same agrees with the Corporation and the Trustee that, notwithstanding any dividend other provision hereof and except as may be otherwise set forth in any request, demand, authorization, direction, notice, consent, waiver or other distribution in respect of the Pledged Collateral or any part thereof; (ii) exercise the voting and other consensual rights pertaining to the Pledged Collateral; and (iii) sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Pledged Collateral as fully and completely as though Trustee was the absolute owner thereof for all purposes, and to do, at Trustee's option and Company's expense, at any time or from time to time, all acts and things that Trustee deems necessary to protect, preserve or realize upon the Pledged Collateral. Company hereby ratifies and approves all acts of Trustee made action given or taken by holders of Debentures pursuant to this Section 9. Except as specifically set forth in Section 11 hereofIndenture, neither Trustee nor any Person designated by Trustee relating thereto, no holder of Debentures shall be liable to third parties for acts performed by the Trustee (or any acts other Person appointed by the Trustee to perform all or omissions any of its rights, powers, trusts or duties hereunder) during the exercise of its rights, powers and trusts and the performance of its duties under this Indenture or for injury caused to such parties by the fault of the Trustee (or any error such Person), or for contracts entered into in favour of judgment such parties, during such performance. For great certainty, none of the provisions contained in this Indenture shall require the Trustee to expend or mistake risk its own funds or otherwise incur financial liability in the performance of fact any of its duties or law. This power in the exercise of attorney, being coupled with an interest, shall be irrevocable until all Secured Obligations shall have been paid in fullany of its rights or powers unless indemnified.

Attorney-in-Fact. Company Upon execution of this Agreement, each Stockholder hereby irrevocably makes, constitutes and appoints Trustee BEB as Company's its true and lawful agent and attorney-in-fact effective during the continuance of an Event of Defaultfact, with full authority powers of substitution, to act in the such Stockholder's name, place and stead of Company and in the name of Company, Trustee or Holders or otherwise, from time to time in Trustee's discretion to take any action (including completion and presentation of any proxy) and to execute any instrument that Trustee may deem necessary or advisable to accomplish the for all purposes of this Agreement, including, without limitation (but subject to the other provisions hereof), to Agreement including (i) receiveto execute and deliver on behalf of such Stockholder any consent, endorse and collect all instruments made payable to Company representing amendment or waiver hereto, provided, that such consent, amendment or waiver does not treat such Stockholder differently than any dividend or other distribution in respect of the Pledged Collateral or any part thereofother Stockholders; (ii) exercise to take all other actions to be taken by or on behalf of such Stockholder in connection herewith; (iii) to negotiate, settle, compromise and otherwise handle all claims of the voting and other consensual rights pertaining Purchaser or the Company hereunder; (iv) to the Pledged Collateralterminate this Agreement in accordance with its terms; and (iiiv) sell, transfer, pledge, make to do each and every act and exercise any agreement with respect and all rights which such Stockholder or the Stockholders collectively are permitted or required to do or otherwise deal with any of the Pledged Collateral as fully and completely as though Trustee was the absolute owner thereof for all purposes, and to do, at Trustee's option and Company's expense, at any time or from time to time, all acts and things that Trustee deems necessary to protect, preserve or realize upon the Pledged Collateralexercise under this Agreement. Company Each Stockholder hereby ratifies and approves confirms all acts that BEB shall do or cause to be done by virtue of Trustee made or taken pursuant to this Section 9his appointment as such Stockholder's agent and attorney-in-fact. Except as specifically set forth in Section 11 hereof, neither Trustee nor any Person designated by Trustee The appointment of BEB shall be liable for any acts or omissions or for any error of judgment or mistake of fact or law. This power of attorney, being deemed coupled with an interest, interest and as such shall be irrevocable until and shall survive the death, incompetency, mental illness or insanity of the Stockholder, and any person dealing with BEB may conclusively and absolutely rely, without inquiry, upon any act of BEB as the act of the Stockholder in all Secured Obligations shall have been paid matters referred to in fullthis Section 8(q).

Attorney-in-Fact. Company The Pledgor hereby irrevocably appoints Trustee the Pledgee as Companythe Pledgor's attorney-in-fact effective during (without requiring the continuance Pledgee) and authorizes the Pledgee to act as the Pledgor's attorney-in-fact, from time to time, upon the occurrence of an Event of Default, Default and during the continuance thereof: (i) To perform all acts that the Pledgee deems appropriate in accordance with full authority this Agreement to perfect and continue its interests hereunder in the place Pledged Collateral; (ii) To protect, preserve and stead realize upon the Pledged Collateral; and (iii) To execute such orders and receipts for payment of Company the Pledged Collateral in accordance with this Agreement as the Pledgee deems appropriate in its sole discretion. The foregoing power of attorney is coupled with an interest and in shall be irrevocable and is given to secure performance by the name Pledgor of Company, Trustee or Holders or otherwise, from time the Obligations. Subject to time in Trustee's discretion to take any action (including completion and presentation of any proxy) and to execute any instrument that Trustee may deem necessary or advisable to accomplish the purposes terms of this Agreement, includingeffective upon the occurrence of an Event of Default and during the continuance thereof, the Pledgee may demand, collect and sue on the Pledged Collateral (in either its or the Pledgor's name, at the Pledgee's sole option), and enforce, compromise, settle or discharge the Pledged Collateral, without limitation (but subject discharging the Obligations or any part thereof and whether or not any such action results in the imposition of any penalty. The Pledgor authorizes and directs the Company to the other provisions hereof), to (i) receive, endorse and collect all instruments made payable to Company representing make any dividend or other distribution payments in respect of the Pledged Collateral or as the Pledgee may direct, effective upon the occurrence of an Event of Default and during the continuance thereof, and hereby releases the Company from any part thereof; (ii) exercise the voting and other consensual rights pertaining liability to the Pledged Collateral; and (iii) sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Pledged Collateral as fully and completely as though Trustee was the absolute owner thereof Pledgor for all purposes, and to do, at Trustee's option and Company's expense, at any time or from time to time, all acts and things that Trustee deems necessary to protect, preserve or realize upon the Pledged Collateral. Company hereby ratifies and approves all acts of Trustee made or taken pursuant to this Section 9. Except as specifically set forth in Section 11 hereof, neither Trustee nor any Person designated by Trustee shall be liable for any acts or omissions or for any error of judgment or mistake of fact or law. This power of attorney, being coupled with an interest, shall be irrevocable until all Secured Obligations shall have been paid in fullmaking such payments.

Attorney-in-Fact. Company The Trustee shall not be liable for any delay, neglect, or failure to effect collection of any proceeds or to take any other action in connection therewith or hereunder; but the Trustee shall have the right, at its election, in the name of the Assignor or otherwise, to prosecute and defend any and all actions or legal proceedings deemed advisable by the Trustee in order to collect such funds and to protect the interests of the Trustee, and/or the Assignor, with all reasonable costs, expenses and attorneys’ fees incurred in connection therewith being paid by the Assignor. The Assignor does hereby irrevocably appoints appoint and constitute the Trustee as Company's the Assignor’s true and lawful attorney-in-fact effective during the continuance of an Event of Default, with full authority in the place and stead of Company and power (in the name of Company, Trustee or Holders the Assignor or otherwise), from time to time ask, require, demand, receive, compound, and give acquittance for any and all moneys and claims for moneys assigned hereby, to endorse any checks or other instruments or orders in Trustee's discretion connection therewith, to file any claims or take any action (including completion and presentation of or institute any proxy) and to execute any instrument that proceedings which the Trustee may deem to be necessary or advisable to accomplish in the purposes of this Agreement, including, without limitation (but subject to the other provisions hereof), to (i) receive, endorse and collect all instruments made payable to Company representing any dividend or other distribution in respect of the Pledged Collateral or any part thereof; (ii) exercise the voting and other consensual rights pertaining to the Pledged Collateral; and (iii) sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Pledged Collateral as fully and completely as though Trustee was the absolute owner thereof for all purposespremises, and to dofile, at Trustee's option without the signature of the Assignor, any and Company's expenseall financing statements or similar documents, at other instruments, documents or agreements or renewals thereof arising from this Assignment which the Trustee may deem to be reasonably necessary or advisable in order to perfect or maintain the security interest granted hereby; provided, however, the Trustee shall not take any time or from time to time, all acts and things that Trustee deems necessary to protect, preserve or realize upon the Pledged Collateral. Company hereby ratifies and approves all acts of Trustee made or taken action pursuant to the power granted by this Section 92.07 unless an Event of Default shall have occurred and be continuing. Except Such appointment of the Trustee as specifically set forth in Section 11 hereof, neither Trustee nor any Person designated by Trustee shall be liable for any acts or omissions or for any error of judgment or mistake of attorney-in-fact or law. This power of attorney, being is irrevocable and is coupled with an interest, shall be irrevocable until all Secured Obligations shall have been paid in full.

Attorney-in-Fact. Company Grantor hereby irrevocably appoints Trustee Lender and its successors and assigns, as Company's its attorney-in-fact effective fact, which appointment is irrevocable and coupled with an interest, after the occurrence and during the continuance of an Event of DefaultDefault (a) to execute and/or record any notices of completion, cessation of labor or any other notices that Lender deems appropriate to protect Lender's interest, if Grantor shall fail to do so within ten (10) days after written request by Lender, (b) upon the issuance of a deed or assignment of lease pursuant to the foreclosure of this Security Instrument or the delivery of a deed or assignment of lease in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with full authority respect to the Leases, Rents, Personalty, Fixtures, Plans and Property Agreements in favor of the grantee of any such deed or the assignee of any such assignment of lease and as may be necessary or desirable for such purpose, (c) to prepare, execute and file or record financing statements, continuation statements, applications for registration and like papers necessary to create, perfect or preserve Lender's security interests and rights in or to any of the Collateral, and (d) while any Event of Default exists, to perform any obligation of Grantor hereunder; however: (1) Lender shall not under any circumstances be obligated to perform any obligation of Grantor; (2) any sums advanced by Lender in such performance shall be included in the place Indebtedness and stead of Company shall bear interest at the Default Rate; (3) Lender as such attorney-in-fact shall only be accountable for such funds as are actually received by Lender; and in the name of Company, Trustee (4) Lender shall not be liable to Grantor or Holders any other person or otherwise, from time to time in Trustee's discretion entity for any failure to take any action (including completion and presentation of any proxy) and which it is empowered to execute any instrument that Trustee may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation (but subject to the other provisions hereof), to (i) receive, endorse and collect all instruments made payable to Company representing any dividend or other distribution in respect of the Pledged Collateral or any part thereof; (ii) exercise the voting and other consensual rights pertaining to the Pledged Collateral; and (iii) sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Pledged Collateral as fully and completely as though Trustee was the absolute owner thereof for all purposes, and to do, at Trustee's option and Company's expense, at any time or from time to time, all acts and things that Trustee deems necessary to protect, preserve or realize upon the Pledged Collateral. Company hereby ratifies and approves all acts of Trustee made or taken pursuant to take under this Section 9. Except as specifically set forth in Section 11 hereof, neither Trustee nor any Person designated by Trustee shall be liable for any acts or omissions or for any error of judgment or mistake of fact or law. This power of attorney, being coupled with an interest, shall be irrevocable until all Secured Obligations shall have been paid in full7.3.

Attorney-in-Fact. Company Each Grantor hereby irrevocably nominates and appoints Trustee Collateral Agent as Company's its attorney-in-fact effective for the benefit of Secured Party for the following purposes: (a) to do all acts and things which Collateral Agent may deem necessary or advisable to perfect and continue perfected the security interests created by this Agreement and, upon the occurrence and during the continuance of an Event of Default, with full authority in to preserve, process, develop, maintain and protect the place Collateral; (b) upon the occurrence and stead during the continuance of Company an Event of Default, to do any and every act which each Grantor is obligated to do under this Agreement, at the expense of each Grantor and without any obligation to do so; (c) to prepare, sign, file and/or record, for each Grantor, in the name of Companyany Grantor, Trustee any financing statement, application for registration, or Holders or otherwiselike paper, from time to time in Trustee's discretion and to take any other action deemed by Collateral Agent necessary or desirable in order to perfect or maintain perfected the security interests granted hereby; (including completion d) upon the occurrence and presentation during the continuance of any proxy) and an Event of Default, to execute any instrument that Trustee may deem and all papers and instruments and do all other things necessary or advisable desirable to accomplish preserve and protect the purposes Collateral and to protect Collateral Agent’s security interests therein; and (e) upon the occurrence and during the continuance of this Agreement, including, without limitation (but subject to the other provisions hereof)an Event of Default, to (i) receive, endorse and collect all instruments made payable to Company representing any dividend or other distribution in respect of transfer the Pledged Collateral to any transferee or any part thereofdesignee; (ii) exercise the voting and other consensual rights pertaining provided, however, that Collateral Agent shall be under no obligation whatsoever to the Pledged Collateral; and (iii) sell, transfer, pledge, make any agreement with respect to or otherwise deal with take any of the Pledged Collateral as fully and completely as though Trustee was the absolute owner thereof for all purposesforegoing actions, and to doif Collateral Agent so acts, at Trustee's option and Company's expense, at any time it shall have no liability or from time to time, all acts and things that Trustee deems necessary to protect, preserve or realize upon the Pledged Collateral. Company hereby ratifies and approves all acts of Trustee made or taken pursuant to this Section 9. Except as specifically set forth in Section 11 hereof, neither Trustee nor any Person designated by Trustee shall be liable responsibility for any acts such action taken with respect thereto absent gross negligence, bad faith or omissions or for any error of judgment or mistake of fact or lawactual malice. This The foregoing power of attorney, being attorney is coupled with an interest, shall be irrevocable until all Secured Obligations shall have been paid in fullinterest and is irrevocable.

Attorney-in-Fact. Company Grantor hereby irrevocably appoints Trustee Beneficiary and its successors and assigns, as Company's its attorney-in-fact effective fact, which agency is coupled with an interest, (a) upon the occurrence and during the continuance continuation of an Event of Default, to execute and/or record any notices of completion, cessation of labor, or any other notices that Beneficiary deems appropriate to protect Beneficiary’s interest, if Grantor shall fail to do so within ten (10) days after written request by Beneficiary, (b) upon the issuance of a deed pursuant to the foreclosure of this Deed of Trust or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with full authority respect to the Leases, Rents, Personal Property, and Fixtures in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare, execute and file or record financing statements, continuation statements, applications for registration and like papers necessary to create, perfect or preserve Beneficiary’s security interests and rights in or to any of the Collateral, and (d) upon the occurrence and continuation of an Event of Default, to perform any obligation of Grantor hereunder or under any of the other Loan Documents; however: (1) Beneficiary shall not under any circumstances be obligated to perform any obligation of Grantor; (2) any sums advanced by Beneficiary in such performance shall be added to and included in the place Secured Obligations and stead shall bear interest if not paid upon demand by Lender at the rate of Company Default Interest until paid by Grantor; (3) Beneficiary as such attorney-in-fact shall only be accountable for such funds as are actually received by Beneficiary; and in the name of Company, Trustee (4) Beneficiary shall not be liable to Grantor or Holders any other person or otherwise, from time to time in Trustee's discretion entity for any failure to take any action (including completion and presentation of any proxy) and which it is empowered to execute any instrument that Trustee may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation (but subject to the other provisions hereof), to (i) receive, endorse and collect all instruments made payable to Company representing any dividend or other distribution in respect of the Pledged Collateral or any part thereof; (ii) exercise the voting and other consensual rights pertaining to the Pledged Collateral; and (iii) sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Pledged Collateral as fully and completely as though Trustee was the absolute owner thereof for all purposes, and to do, at Trustee's option and Company's expense, at any time or from time to time, all acts and things that Trustee deems necessary to protect, preserve or realize upon the Pledged Collateral. Company hereby ratifies and approves all acts of Trustee made or taken pursuant to take under this Section 9. Except as specifically set forth in Section 11 hereof, neither Trustee nor any Person designated by Trustee shall be liable for any acts or omissions or for any error of judgment or mistake of fact or law. This power of attorney, being coupled with an interest, shall be irrevocable until all Secured Obligations shall have been paid in full8.3.

Attorney-in-Fact. Company hereby irrevocably appoints Trustee as Company's attorney-in-fact effective Without limiting any rights or powers granted by this Agreement to Lender, upon the occurrence and during the continuance of an Event of DefaultDefault as a result of which Lender has accelerated the Maturity Date, Lender is hereby appointed, which appointment as attorney-in-fact is irrevocable and coupled with full authority in an interest, the place attorney-in-fact of Pledgor for the purpose of carrying out the provisions of this Agreement and stead of Company and in the name of Company, Trustee or Holders or otherwise, from time to time in Trustee's discretion to take taking any action (including completion and presentation of executing any proxy) and to execute any instrument that Trustee instruments which Lender may deem necessary or advisable during the continuance of an Event of Default to accomplish the purposes of this Agreement, hereof including, without limitation limitation: (but subject a) to ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the other provisions hereof), Collateral; (b) to (i) receive, endorse and collect all instruments made payable to Company representing any dividend drafts or other distribution instruments, documents and chattel paper in respect connection with clause (a) above; (c) to file any claims or take any action or institute any proceedings that the Lender may deem necessary or desirable for the collection of any of the Pledged Collateral or any part thereof; (ii) exercise otherwise to enforce the voting and other consensual rights pertaining to the Pledged Collateral; and (iii) sellof Lender, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Pledged Collateral as fully and completely as though Trustee was Collateral; and (d) to execute, in connection with the absolute owner thereof sale provided for all purposesin Sections 9 or 10 hereof, and any endorsement, assignments, or other instruments of conveyance or transfer with respect to do, at Trustee's option and Company's expense, at any time or from time to time, all acts and things that Trustee deems necessary to protect, preserve or realize upon the Pledged Collateral. Company hereby ratifies If so requested by Lender, Pledgor shall ratify and approves confirm any such sale or transfer by executing and delivering to Lender at Pledgor’s expense all acts proper deeds, bills of Trustee made or taken pursuant sale, instruments of assignment, conveyance of transfer and releases as may be designated in any such request. Following the repayment of the Debt, Lender shall execute such documentation as is reasonable and customary to this Section 9. Except evidence the termination of the power to act as specifically set forth in Section 11 hereof, neither Trustee nor any Person designated by Trustee shall be liable attorney-in-fact for any acts or omissions or for any error of judgment or mistake of fact or law. This power of attorney, being coupled with an interest, shall be irrevocable until all Secured Obligations shall have been paid in fullPledgor.

Attorney-in-Fact. Each Company hereby irrevocably appoints Trustee as such Company's attorney-in-fact effective during the continuance of an Event of Default, with full authority in the place and stead of such Company and in the name of such Company, Trustee or Holders or otherwise, from time to time in Trustee's discretion to take any action (including completion and presentation of any proxy) and to execute any instrument that Trustee may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation (but subject to the other provisions hereof), to (i) receive, endorse and collect all instruments made payable to such Company representing any dividend or other distribution in respect of the Pledged Collateral or any part thereofthereof to the extent it is also Pledged Collateral; (ii) exercise the voting and other consensual rights pertaining to the Pledged Collateral; and (iii) sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Pledged Collateral as fully and completely as though Trustee was the absolute owner thereof for all purposes, and to do, at Trustee's option and such Company's expense, at any time or from time to time, all acts and things that Trustee deems necessary to protect, preserve or realize upon the Pledged Collateral. Each Company hereby ratifies and approves all acts of Trustee made or taken pursuant to this Section 9. Except as specifically set forth in Section 11 hereof, neither Trustee nor any Person designated by Trustee shall be liable for any acts or omissions or for any error of judgment or mistake of fact or law. This power of attorney, being coupled with an interest, shall be irrevocable until all Secured Obligations shall have been paid in full.

Attorney-in-Fact. Company Borrower hereby irrevocably appoints Trustee and constitutes Lender as Company's Borrower’s attorney-in-fact: (a) at any time, (i) to endorse Borrower’s name upon any notes, acceptances, checks, drafts, money orders, and other evidences of payment that come into Lender’s possession and to deposit or otherwise collect the same; (ii) to send verifications of accounts to Customers; and (iii) to execute in Borrower’s name any financing statements, affidavits and notices with regard to any and all Lien rights; and (b) while any Default exists, (i) to receive, open, and dispose of all mail addressed to Borrower; (ii) to notify the postal authorities to change the address and delivery of mail addressed to Borrower to such address as Lender may designate; (iii) to sign Borrower’s name on any invoice or bxxx of lading relating to the Collateral, on drafts against Customers, and notices to Customers; and (iv) to do all other acts and things necessary to carry out this Agreement. All acts of said attorney-in-fact effective during the continuance of an Event of Defaultare hereby authorized, with full authority in the place ratified and stead of Company and in the name of Company, Trustee or Holders or otherwise, from time to time in Trustee's discretion to take any action (including completion and presentation of any proxy) and to execute any instrument that Trustee may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation (but subject to the other provisions hereof), to (i) receive, endorse and collect all instruments made payable to Company representing any dividend or other distribution in respect of the Pledged Collateral or any part thereof; (ii) exercise the voting and other consensual rights pertaining to the Pledged Collateral; and (iii) sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Pledged Collateral as fully and completely as though Trustee was the absolute owner thereof for all purposesapproved, and to do, at Trustee's option and Company's expense, at any time or from time to time, all acts and things that Trustee deems necessary to protect, preserve or realize upon the Pledged Collateral. Company hereby ratifies and approves all acts of Trustee made or taken pursuant to this Section 9. Except as specifically set forth in Section 11 hereof, neither Trustee nor any Person designated by Trustee shall said attorney-in-fact will not be liable for any acts or omissions or for any error of judgment errors or mistake of fact or lawlaw unless caused solely by the gross negligence or willful misconduct of Lender. This power of attorneypower, being coupled with an interest, shall be is irrevocable until all Secured while any of the Obligations shall have been paid in fullremain unpaid or Lender has any commitment to Borrower under this Agreement or otherwise.

Attorney-in-Fact. Company Borrower hereby irrevocably appoints Trustee and constitutes Agent on behalf of Lender as Company's Borrower’s attorney-in-fact: (a) at any time, (i) to endorse Borrower’s name upon any notes, acceptances, checks, drafts, money orders, and other evidences of payment that come into Agent or Lenders’ possession and to deposit or otherwise collect the same; (ii) to send verifications of accounts to Customers; and (iii) to execute in Borrower’s name any financing statements, affidavits and notices with regard to any and all Lien rights; and (b) while any Default exists, (i) to receive, open, and dispose of all mail addressed to Borrower; (ii) to notify the postal authorities to change the address and delivery of mail addressed to Borrower to such address as Lender may designate; (iii) to sign Borrower’s name on any invoice or xxxx of lading relating to the Collateral, on drafts against Customers, and notices to Customers; (iv) to sign any agreement or certificate in connection with any insurance policy of Borrower (including any documentation to receive benefit payments due thereunder or to cancel such insurance policy and receive a refund of the unearned premium with respect thereto); and (v) to do all other acts and things necessary to carry out this Agreement. All acts of said attorney-in-fact effective during the continuance of an Event of Defaultare hereby authorized, with full authority in the place ratified and stead of Company and in the name of Company, Trustee or Holders or otherwise, from time to time in Trustee's discretion to take any action (including completion and presentation of any proxy) and to execute any instrument that Trustee may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation (but subject to the other provisions hereof), to (i) receive, endorse and collect all instruments made payable to Company representing any dividend or other distribution in respect of the Pledged Collateral or any part thereof; (ii) exercise the voting and other consensual rights pertaining to the Pledged Collateral; and (iii) sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Pledged Collateral as fully and completely as though Trustee was the absolute owner thereof for all purposesapproved, and to do, at Trustee's option and Company's expense, at any time or from time to time, all acts and things that Trustee deems necessary to protect, preserve or realize upon the Pledged Collateral. Company hereby ratifies and approves all acts of Trustee made or taken pursuant to this Section 9. Except as specifically set forth in Section 11 hereof, neither Trustee nor any Person designated by Trustee shall said attorney-in-fact will not be liable for any acts or omissions or for any error of judgment errors or mistake of fact or law. This power of attorneypower, being coupled with an interest, shall be is irrevocable until all Secured while any of the Obligations shall remain unpaid or Lenders have been paid in fullany commitment to Borrower under this Agreement or otherwise.

Attorney-in-Fact. Company Each Borrower hereby irrevocably appoints Trustee and constitutes Agent as Company's such Borrower’s attorney-in-fact: (a) at any time, (i) to endorse such Borrower’s name upon any notes, acceptances, checks, drafts, money orders, and other evidences of payment that come into Agent’s possession and to deposit or otherwise collect the same; (ii) to send verifications of Accounts to Customers; and (iii) to execute in such Borrower’s name any financing statements, affidavits and notices with regard to any and all Lien rights; and (b) while any Default exists, (i) to receive, open, and dispose of all mail addressed to such Borrower; (ii) to notify the postal authorities to change the address and delivery of mail addressed to such Borrower to such address as Agent may designate; (iii) to sign such Borrower’s name on any invoice or bxxx of lading relating to the Collateral, on drafts against Customers, and notices to Customers; (iv) to sign any agreement or certificate in connection with any insurance policy of any Borrower (including all documentation to receive benefit payments thereunder and to cancel such insurance policy and receive a refund of the unearned premium with respect thereto); and (v) to do all other acts and things necessary to carry out this Agreement. All acts of said attorney-in-fact effective during the continuance of an Event of Defaultare hereby authorized, with full authority in the place ratified and stead of Company and in the name of Company, Trustee or Holders or otherwise, from time to time in Trustee's discretion to take any action (including completion and presentation of any proxy) and to execute any instrument that Trustee may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation (but subject to the other provisions hereof), to (i) receive, endorse and collect all instruments made payable to Company representing any dividend or other distribution in respect of the Pledged Collateral or any part thereof; (ii) exercise the voting and other consensual rights pertaining to the Pledged Collateral; and (iii) sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Pledged Collateral as fully and completely as though Trustee was the absolute owner thereof for all purposesapproved, and to do, at Trustee's option and Company's expense, at any time or from time to time, all acts and things that Trustee deems necessary to protect, preserve or realize upon the Pledged Collateral. Company hereby ratifies and approves all acts of Trustee made or taken pursuant to this Section 9. Except as specifically set forth in Section 11 hereof, neither Trustee nor any Person designated by Trustee shall said attorney-in-fact will not be liable for any acts or omissions or for any error of judgment errors or mistake of fact or law. This power of attorneypower, being coupled with an interest, shall be is irrevocable until all Secured while any of the Obligations shall have been paid remain unpaid or Agent has any commitment to Borrowers under this Agreement or otherwise (other than inchoate indemnification obligations, unless Agent determines in fullits reasonable discretion that any such indemnification obligations are likely to become actual obligations and other than inchoate indemnification obligations and obligations under the warrant and the registration rights agreement).

Attorney-in-Fact. Company Effective on the Closing Date, Transferor hereby irrevocably constitutes and appoints Trustee as Company's attorney-in-fact effective during Transferee the continuance true and lawful attorneys of an Event of DefaultTransferor, with full authority in the place and stead power of Company and substitution, in the name of CompanyTransferor, Trustee or Holders or otherwiseTransferee, but on behalf of and for the benefit of Transferee: (a) to demand and receive from time to time in Trustee's discretion to take any action (including completion and presentation all of any proxy) the Acquired Assets and to execute any instrument that Trustee may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation (but subject to the other provisions hereof), to (i) receive, endorse make endorsements and collect all instruments made payable to Company representing any dividend or other distribution give receipts and releases for and in respect of the Pledged Collateral or same and any part thereof; (iib) exercise the voting to institute, prosecute, compromise and other consensual rights pertaining settle any and all actions, suits, proceedings, arbitration, or governmental or regulatory investigations or audits (“Actions or Proceedings”) that Transferee may deem proper in order to collect, assert or enforce any claim, right or title of any kind in or to the Pledged CollateralAcquired Assets; (c) to defend or compromise any or all Actions or Proceedings in respect of any of the Acquired Assets; and (iiid) sellto do all such acts and things in relation to the matters set forth in the preceding clauses (a) through (c) as Transferee shall deem desirable; provided, transferhowever, pledge, make any agreement with respect to or otherwise deal with that if any of the Pledged Collateral as fully and completely as though Trustee was the absolute owner thereof for all purposes, and to do, at Trustee's option and Company's expense, at any time or from time to time, all acts and things that Trustee deems necessary to protect, preserve or realize upon the Pledged Collateral. Company hereby ratifies and approves all acts of Trustee made or taken pursuant to actions authorized by this Section 9. Except as specifically 9.9 could reasonably be determined to result in liability of Transferor or in a claim for indemnification by Transferee against Transferor, then Transferee shall not take any such actions without complying with the procedures set forth in Section 11 hereof, neither Trustee nor Article XII of this Agreement. Transferor hereby acknowledges that the appointment hereby made and the powers hereby granted are coupled with an interest and are not and shall not be revocable by it in any Person designated by Trustee shall be liable for any acts or omissions manner or for any error of judgment or mistake of fact or lawreason. This Transferor shall deliver to Transferee at the Closing an acknowledged power of attorney, being coupled with an interest, shall be irrevocable until all Secured Obligations shall have been paid in fullattorney to the foregoing effect executed by Transferor.

Attorney-in-Fact. Company The Trustees hereby irrevocably appoints Trustee agree to act as Company's the attorneys-in-fact for the holders of the Debentures to the extent necessary or desirable for the purposes of this Indenture and each holder by receiving and holding the Debentures accepts and confirms the appointment of the Trustees as the attorneys-in-fact of such holder to the extent necessary for the purposes hereof and in accordance with and subject to the provisions hereof. To the extent necessary and for greater certainty (but without in any way detracting from custom and usage applicable with regards to the relationship between the Corporation, the Trustees and the holders of Debentures hereunder) and subject to any applicable law of public order, the Trustees and the Corporation hereby agree with regards to the Trustees so acting as the attorney-in-fact effective during of the continuance holders of an Event Debentures hereunder and each holder of DefaultDebentures by receiving and holding same agrees with the Corporation and the Trustees that, with full authority notwithstanding any other provision hereof and except as may be otherwise set forth in the place and stead of Company and in the name of Companyany request, Trustee or Holders or otherwisedemand, from time to time in Trustee's discretion to take any action (including completion and presentation of any proxy) and to execute any instrument that Trustee may deem necessary or advisable to accomplish the purposes of this Agreementauthorization, includingdirection, without limitation (but subject to the other provisions hereof)notice, to (i) receiveconsent, endorse and collect all instruments made payable to Company representing any dividend waiver or other distribution in respect of the Pledged Collateral or any part thereof; (ii) exercise the voting and other consensual rights pertaining to the Pledged Collateral; and (iii) sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Pledged Collateral as fully and completely as though Trustee was the absolute owner thereof for all purposes, and to do, at Trustee's option and Company's expense, at any time or from time to time, all acts and things that Trustee deems necessary to protect, preserve or realize upon the Pledged Collateral. Company hereby ratifies and approves all acts of Trustee made action given or taken by holders of Debentures pursuant to this Section 9. Except as specifically set forth in Section 11 hereofIndenture, neither Trustee nor any Person designated by Trustee relating thereto, no holder of Debentures shall be liable to third parties for acts performed by the Trustee (or any acts other Person appointed by the Trustees to perform all or omissions any of their rights, powers, trusts or duties hereunder) during the exercise of their rights, powers and trusts and the performance of their duties under this Indenture or for injury caused to such parties by the fault of the Trustees (or any error such Person), or for contracts entered into in favour of judgment such parties, during such performance. For great certainty, none of the provisions contained in this Indenture shall require the Trustees to expend or mistake risk their own funds or otherwise incur financial liability in the performance of fact any of their duties or law. This power in the exercise of attorney, being coupled with an interest, shall be irrevocable until all Secured Obligations shall have been paid in fullany of their rights or powers unless indemnified.

Attorney-in-Fact. Company (a) Borrower hereby irrevocably appoints Trustee and constitutes Lender as CompanyBorrower's attorney-in-fact effective during the continuance of an Event of Default, with full authority in the place and stead of Company and in the name of Company, Trustee or Holders or otherwise, from time to time in Trustee's discretion to take any action (including completion and presentation of any proxy) and to execute any instrument that Trustee may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation (but subject to the other provisions hereof), to fact: (i) receiveat any time, (A) to endorse Borrower's name upon any notes, acceptances, checks, drafts, money orders, and other evidences of payment that come into Lender's possession and to deposit or otherwise collect all instruments made payable to Company representing any dividend or other distribution in respect of the Pledged Collateral or any part thereofsame; (ii) exercise the voting and other consensual rights pertaining to the Pledged Collateralsend verifications of Accounts to Customers; and (iii) sellto execute in Borrower's name any financing statements, transferaffidavits and notices with regard to any and all Lien rights (including any title affidavits, pledgecertificates or other documents necessary or desirable to note Lender's or Borrower's security interest on a certificate of title for any motor vehicle of Borrower or any Customer or to release any such security interest of Borrower); and (ii) while any Default exists, make any agreement with respect (i) to or otherwise deal with any of the Pledged Collateral as fully and completely as though Trustee was the absolute owner thereof for all purposesreceive, open, and dispose of all mail addressed to doBorrower; (ii) to notify the postal authorities to change the address and delivery of mail addressed to Borrower to such address as Lender may designate; (iii) to sign Borrower's name on any invoice or xxxx of lading relating to the Collateral, at Trustee's option on drafts against Customers, and Company's expense, at any time or from time notices to time, Customers; and (iv) to do all other acts and things that Trustee deems necessary to protectcarry out this Agreement. (b) Parent hereby appoints and constitutes Lender as Parent's attorney-in-fact: (i) at any time, preserve to execute in Parent's name any financing statements, affidavits and notices with regard to any and all Lien rights of Lender hereunder or any other Loan Document; and (ii) while any Default exists, to take such actions in order to take possession of, sell or otherwise realize upon the Pledged Collateral. Company hereby ratifies and approves all Collateral of Parent as Lender deems appropriate. (c) All acts of Trustee made or taken pursuant to this Section 9. Except as specifically set forth in Section 11 hereofsaid attorney-in-fact are hereby authorized, neither Trustee nor any Person designated by Trustee shall ratified and approved, and said attorney-in-fact will not be liable for any acts or omissions or for any error of judgment errors or mistake of fact or law. This power of attorneypower, being coupled with an interest, shall be is irrevocable until all Secured while any of the Obligations shall have been paid in fullremain unpaid or Lender has any commitment to Borrower under this Agreement or otherwise.

Attorney-in-Fact. Company The Borrower does hereby irrevocably appoints Trustee make, constitute and appoint the Agent, its successors or assigns, as Companythe true and lawful attorneys of the Borrower with power to: (a) upon the occurrence and during the continuance of any Event of Default, sign the name of the Borrower on any Financing Statement, renewal Financing Statement, notice or other similar document that in the Agent's attorney-in-fact effective reasonable opinion should be filed in order to perfect or continue perfected the security interest granted in this Security Agreement; (b) upon the occurrence and during the continuance of an Event of Default, with full authority to act on the Borrower's behalf, at the Borrower's cost, in obtaining any orders, consents, approvals, licenses or certificates required by any Governmental Authorities as a prerequisite to the place Agent's exercise of its rights and stead remedies relating to any of Company the Collateral, to the extent permitted by applicable law; and in (c) upon the name occurrence and during the continuance of Companyan Event of Default, Trustee or Holders or otherwise, from time to time in Trustee's discretion do all other things necessary to take any action (including completion and presentation of any proxy) and to execute any instrument that Trustee may deem necessary or advisable to accomplish carry out the purposes provisions of this AgreementSecurity Agreement and the other Loan Documents, specifically including, without limitation (but subject to limitation, those actions described in SECTION 5.2 hereof. Neither the other provisions hereof), to (i) receive, endorse and collect all instruments made payable to Company representing any dividend or other distribution in respect of the Pledged Collateral or any part thereof; (ii) exercise the voting and other consensual rights pertaining to the Pledged Collateral; and (iii) sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Pledged Collateral as fully and completely as though Trustee was the absolute owner thereof for all purposes, and to do, at Trustee's option and Company's expense, at any time or from time to time, all acts and things that Trustee deems necessary to protect, preserve or realize upon the Pledged Collateral. Company hereby ratifies and approves all acts of Trustee made or taken pursuant to this Section 9. Except as specifically set forth in Section 11 hereof, neither Trustee Agent nor any Person designated by Trustee shall Lender nor their attorneys will be liable for any acts act or omissions omission or for any error of judgment or mistake of fact in the exercise of this power of attorney unless such act, omission, error or lawmistake shall occur as a result of the fraud, gross negligence, willful misconduct, or violation of law of the Agent or such Lender. This power of attorneypower, being coupled with an interest, shall be is irrevocable until all Secured so long as any of the outstanding Obligations shall have been paid in fullremain unpaid or any Lender's obligation to make advances under the Loan Documents has not terminated.

Attorney-in-Fact. Company The Trustee shall not be liable for any delay, neglect, or failure to effect collection of any proceeds or to take any other action in connection therewith or hereunder; but the Trustee shall have the right, at its election, in the name of the Assignor or otherwise, to prosecute and defend any and all actions or legal proceedings deemed advisable by the Trustee in order to collect such funds and to protect the interests of the Trustee, and/or the Assignor, with all costs, expenses and attorneys’ fees incurred in connection therewith being paid by the Assignor. The Assignor does hereby irrevocably appoints appoint and constitute the Trustee as Company's the Assignor’s true and lawful attorney-in-fact effective during the continuance of an Event of Default, with full authority in the place and stead of Company and power (in the name of Company, Trustee or Holders the Assignor or otherwise), from time to time ask, require, demand, receive, compound, and give acquittance for any and all moneys and claims for moneys assigned hereby, to endorse any checks or other instruments or orders in Trustee's discretion connection therewith, to file any claims or take any action (including completion and presentation of or institute any proxy) and to execute any instrument that proceedings which the Trustee may deem to be necessary or advisable to accomplish in the purposes of this Agreement, including, without limitation (but subject to the other provisions hereof), to (i) receive, endorse and collect all instruments made payable to Company representing any dividend or other distribution in respect of the Pledged Collateral or any part thereof; (ii) exercise the voting and other consensual rights pertaining to the Pledged Collateral; and (iii) sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Pledged Collateral as fully and completely as though Trustee was the absolute owner thereof for all purposespremises, and to dofile, at Trustee's option without the signature of the Assignor, any and Company's expenseall financing statements or similar documents, at other instruments, documents or agreements or renewals thereof arising from this Assignment which the Trustee may deem to be reasonably necessary or advisable in order to perfect or maintain the security interest granted hereby; provided, however, the Trustee shall not take any time or from time to time, all acts and things that Trustee deems necessary to protect, preserve or realize upon the Pledged Collateral. Company hereby ratifies and approves all acts of Trustee made or taken action pursuant to the power granted by this Section 92.07 unless an Event of Default shall have occurred and be continuing. Except Such appointment of the Trustee as specifically set forth in Section 11 hereof, neither Trustee nor any Person designated by Trustee shall be liable for any acts or omissions or for any error of judgment or mistake of attorney-in-fact or law. This power of attorney, being is irrevocable and is coupled with an interest, . The parties agree that the grant of the power of attorney set forth in this Section 2.07 shall not be irrevocable until all Secured Obligations shall have been paid in fulldeemed to create any obligation on the part of the Trustee to take any one or more of the actions described herein.

Attorney-in-Fact. Company Borrower hereby irrevocably appoints Trustee and constitutes Lender as Company's Borrower’s attorney-in-fact: (a) at any time, (i) to endorse Borrower’s name upon any notes, acceptances, checks, drafts, money orders, and other evidences of payment that come into Lender’s possession and to deposit or otherwise collect the same; (ii) to send verifications of accounts to Customers; and (iii) to execute in Borrower’s name any financing statements, affidavits and notices with regard to any and all Lien rights; and (b) while any Default exists, (i) to receive, open, and dispose of all mail addressed to Borrower; (ii) to notify the postal authorities to change the address and delivery of mail addressed to Borrower to such address as Lender may designate; (iii) to sign Borrower’s name on any invoice or xxxx of lading relating to the Collateral, on drafts against Customers, and notices to Customers; (iv) to sign any agreement or certificate in connection with any insurance policy of Borrower (including any documentation to receive benefit payments due thereunder or to cancel such insurance policy and receive a refund of the unearned premium with respect thereto); and (v) to do all other acts and things necessary to carry out this Agreement. All acts of said attorney-in-fact effective during the continuance of an Event of Defaultare hereby authorized, with full authority in the place ratified and stead of Company and in the name of Company, Trustee or Holders or otherwise, from time to time in Trustee's discretion to take any action (including completion and presentation of any proxy) and to execute any instrument that Trustee may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation (but subject to the other provisions hereof), to (i) receive, endorse and collect all instruments made payable to Company representing any dividend or other distribution in respect of the Pledged Collateral or any part thereof; (ii) exercise the voting and other consensual rights pertaining to the Pledged Collateral; and (iii) sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Pledged Collateral as fully and completely as though Trustee was the absolute owner thereof for all purposesapproved, and to do, at Trustee's option and Company's expense, at any time or from time to time, all acts and things that Trustee deems necessary to protect, preserve or realize upon the Pledged Collateral. Company hereby ratifies and approves all acts of Trustee made or taken pursuant to this Section 9. Except as specifically set forth in Section 11 hereof, neither Trustee nor any Person designated by Trustee shall said attorney-in-fact will not be liable for any acts or omissions or for any error of judgment errors or mistake of fact or law. This power of attorneypower, being coupled with an interest, shall be is irrevocable until all Secured while any of the Obligations shall have been paid in fullremain unpaid or Lender has any commitment to Borrower under this Agreement or otherwise.

Attorney-in-Fact. Company The Administrator shall not be liable for any delay, neglect, or failure to effect collection of any Proceeds or to take any other action in connection therewith or hereunder; but the Administrator shall have the right, at its election, in the name of the 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 appoints Trustee appoint and constitute the Administrator as Company's the Shipowner’s true and lawful attorney-in-fact effective during the continuance of an Event of Default, with full authority in the place and stead of Company and power (in the name of Company, Trustee or Holders the Shipowner or otherwise), from time to time ask, require, demand, receive, compound, and give acquittance for any and all Proceeds, to endorse any checks or other instruments or orders in Trustee's discretion connection therewith, to file any claims or take any action (including completion and presentation of or institute any proxy) and to execute any instrument that Trustee proceedings which the Administrator may deem to be necessary or advisable to accomplish in the purposes of this Agreement, including, without limitation (but subject to the other provisions hereof), to (i) receive, endorse and collect all instruments made payable to Company representing any dividend or other distribution in respect of the Pledged Collateral or any part thereof; (ii) exercise the voting and other consensual rights pertaining to the Pledged Collateral; and (iii) sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Pledged Collateral as fully and completely as though Trustee was the absolute owner thereof for all purposespremises, and to dofile, at Trustee's option without the signature of the Shipowner, any and Company's expenseall financing statements or similar documents, at 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 time or from time to time, all acts and things that Trustee deems necessary to protect, preserve or realize upon the Pledged Collateral. Company hereby ratifies and approves all acts of Trustee made or taken action pursuant to the power granted by this Section 9unless a Default shall have occurred and be continuing. Except Such appointment of the Administrator as specifically set forth in Section 11 hereof, neither Trustee nor any Person designated by Trustee shall be liable for any acts or omissions or for any error of judgment or mistake of attorney-in-fact or law. This power of attorney, being is irrevocable and is coupled with an interest, . The parties agree that the grant of the power of attorney set forth in this Section shall not be irrevocable until all Secured Obligations shall have been paid in fulldeemed to create any obligation on the part of the Administrator to take any one or more of the actions described herein.

Attorney-in-Fact. Company Borrowers hereby irrevocably appoints Trustee appoint and constitute Bank as Companytheir attorney-in-fact: to receive, open, and dispose of all mail addressed to any Borrower pertaining to the Collateral; to notify the postal authorities to change the address and delivery of mail addressed to any Borrower to such address as Bank may designate; to endorse a Borrower's name upon any notes, acceptances, checks, drafts, money orders, and other evidences of payment that come into Bank's possession and to deposit or otherwise collect the same; to sign a Borrower's name on any invoice or xxxx of lading relating to the Collateral, on drafts against Customers, and notices to Customers; to send verifications of accounts to Customers; to execute in a Borrower's name any financing statements, affidavits and notices with regard to any and all lien rights; and to do all other acts and things necessary to carry out this Agreement. All acts of said attorney-in-fact effective during the continuance of an Event of Defaultare hereby authorized, with full authority in the place ratified and stead of Company and in the name of Company, Trustee or Holders or otherwise, from time to time in Trustee's discretion to take any action (including completion and presentation of any proxy) and to execute any instrument that Trustee may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation (but subject to the other provisions hereof), to (i) receive, endorse and collect all instruments made payable to Company representing any dividend or other distribution in respect of the Pledged Collateral or any part thereof; (ii) exercise the voting and other consensual rights pertaining to the Pledged Collateral; and (iii) sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Pledged Collateral as fully and completely as though Trustee was the absolute owner thereof for all purposesapproved, and to do, at Trustee's option and Company's expense, at any time or from time to time, all acts and things that Trustee deems necessary to protect, preserve or realize upon the Pledged Collateral. Company hereby ratifies and approves all acts of Trustee made or taken pursuant to this Section 9. Except as specifically set forth in Section 11 hereof, neither Trustee nor any Person designated by Trustee shall said attorney-in-fact will not be liable for any acts or omissions or for any error of judgment errors or mistake of fact or law. This power of attorneypower, being coupled with an interest, shall be is irrevocable until all while any of the Secured Obligations shall have been paid in fullremain unpaid or Bank has any commitment to Borrowers under this Agreement or otherwise. Other than with respect to Bank's rights to endorse notes, acceptances, checks, drafts, money orders and other evidences of payment, send verifications of accounts to Customers and execute financing statements as set forth above, such power of attorney will not be effective until a Default has occurred. Bank may at any time, whether or not a Default has occurred and without prior notice to Borrowers, notify any or all of each Borrower's account debtors to make payment to Bank at such address designated by Bank.

Attorney-in-Fact. Company The Pledgor hereby irrevocably appoints Trustee the Pledgee as Company's the Pledgor’s attorney-in-fact effective during (without requiring the continuance Pledgee) and authorizes the Pledgee to act as the Pledgor’s attorney-in-fact, from time to time, upon the occurrence of an Event of Default, Default and during the continuance thereof: (i) To perform all acts that the Pledgee deems appropriate in accordance with full authority this Agreement to perfect and continue its interests hereunder in the place Pledged Collateral; (ii) To protect, preserve and stead realize upon the Pledged Collateral; and (iii) To execute such orders and receipts for payment of Company the Pledged Collateral in accordance with this Agreement as the Pledgee deems appropriate in its sole discretion. The foregoing power of attorney is coupled with an interest and in shall be irrevocable and is given to secure performance by the name Pledgor of Company, Trustee or Holders or otherwise, from time the Obligations. Subject to time in Trustee's discretion to take any action (including completion and presentation of any proxy) and to execute any instrument that Trustee may deem necessary or advisable to accomplish the purposes terms of this Agreement, includingeffective upon the occurrence of an Event of Default and during the continuance thereof, the Pledgee may demand, collect and sxx on the Pledged Collateral (in either its or the Pledgor’s name, at the Pledgee’s sole option), and enforce, compromise, settle or discharge the Pledged Collateral, without limitation (but subject discharging the Obligations or any part thereof and whether or not any such action results in the imposition of any penalty. The Pledgor authorizes and directs the Company to the other provisions hereof), to (i) receive, endorse and collect all instruments made payable to Company representing make any dividend or other distribution payments in respect of the Pledged Collateral or as the Pledgee may direct, effective upon the occurrence of an Event of Default and during the continuance thereof, and hereby releases the Company from any part thereof; (ii) exercise the voting and other consensual rights pertaining liability to the Pledged Collateral; and (iii) sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Pledged Collateral as fully and completely as though Trustee was the absolute owner thereof Pledgor for all purposes, and to do, at Trustee's option and Company's expense, at any time or from time to time, all acts and things that Trustee deems necessary to protect, preserve or realize upon the Pledged Collateral. Company hereby ratifies and approves all acts of Trustee made or taken pursuant to this Section 9. Except as specifically set forth in Section 11 hereof, neither Trustee nor any Person designated by Trustee shall be liable for any acts or omissions or for any error of judgment or mistake of fact or law. This power of attorney, being coupled with an interest, shall be irrevocable until all Secured Obligations shall have been paid in fullmaking such payments.

Attorney-in-Fact. Company Each Debtor hereby irrevocably appoints Trustee Administrative Agent, its nominee, and any other Person whom Administrative Agent may designate, as Company's such Debtor’s attorney-in-fact effective fact, with full power during the existence of any Event of Default to sign such Debtor’s name on verifications of Accounts and other Collateral; to send requests for verification of Collateral to such Debtor’s customers, Account Debtors and other obligors; to endorse such Debtor’s name on any checks, notes, acceptances, money orders, drafts, and any other forms of payment or security that may come into Administrative Agent’s possession or on any assignments, stock powers, or other instruments of transfer relating to the Collateral or any part thereof; to sign such 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 post office authorities to change the address for delivery of such Debtor’s mail to an address designated by Administrative Agent; to receive, open and dispose of all mail addressed to such Debtor; and to do all things necessary to carry out the terms and provisions of this Agreement. Each Debtor hereby approves all acts of any such attorney taken in accordance with the terms and provisions of this Agreement after the occurrence and during the continuance of an Event of Default, with full authority in the place Default and stead of Company and in the name of Company, Trustee or Holders or otherwise, from time to time in Trustee's discretion to take any action (including completion and presentation of any proxy) and to execute any instrument agrees that Trustee may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation (but subject to the other provisions hereof), to (i) receive, endorse and collect all instruments made payable to Company representing any dividend or other distribution in respect of the Pledged Collateral or any part thereof; (ii) exercise the voting and other consensual rights pertaining to the Pledged Collateral; and (iii) sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Pledged Collateral as fully and completely as though Trustee was the absolute owner thereof for all purposes, and to do, at Trustee's option and Company's expense, at any time or from time to time, all acts and things that Trustee deems necessary to protect, preserve or realize upon the Pledged Collateral. Company hereby ratifies and approves all acts of Trustee made or taken pursuant to this Section 9. Except as specifically set forth in Section 11 hereof, neither Trustee Administrative Agent nor any Person designated by Trustee shall such attorney will be liable for any acts or omissions or nor for any error of judgment or mistake of fact or lawlaw other than, and to the extent of, such Person’s gross negligence or willful misconduct. This power The foregoing powers of attorney, being coupled with an interest, shall be are irrevocable until all Secured Obligations Security Termination has occurred and the Security Interests granted hereby shall have been paid terminated in fullaccordance with the terms hereof.

Attorney-in-Fact. Company Effective on the Closing Date, Seller hereby irrevocably constitutes and appoints Trustee as Company's attorney-in-fact effective during Buyer the continuance true and lawful attorney of an Event of DefaultSeller and its Subsidiaries, with full authority in the place and stead power of Company and substitution, in the name of CompanySeller or its Subsidiaries, Trustee or Holders or otherwiseas applicable, but on behalf of and for the benefit of Buyer, (i) to demand and receive from time to time in Trustee's discretion to take any action (including completion and presentation all of any proxy) the Acquired Assets and to execute any instrument that Trustee may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation (but subject to the other provisions hereof), to (i) receive, endorse make endorsements and collect all instruments made payable to Company representing any dividend or other distribution give receipts and releases for and in respect of the Pledged Collateral or same and any part thereof; (ii) exercise the voting to institute, prosecute, compromise and other consensual rights pertaining settle any and all actions, suits, proceedings, arbitration, or governmental or regulatory investigations or audits (“Actions or Proceedings”) that Buyer may deem proper in order to collect, assert or enforce any claim, right or title of any kind in or to the Pledged CollateralAcquired Assets; (iii) to defend or compromise any or all Actions or Proceedings in respect of any of the Acquired Assets; and (iiiiv) sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Pledged Collateral as fully and completely as though Trustee was the absolute owner thereof for do all purposes, and to do, at Trustee's option and Company's expense, at any time or from time to time, all such acts and things that Trustee deems necessary in relation to protect, preserve or realize upon the Pledged Collateral. Company hereby ratifies and approves all acts of Trustee made or taken pursuant to this Section 9. Except as specifically matters set forth in Section 11 hereof, neither Trustee nor the preceding clauses (i) through (iii) as Buyer shall deem desirable. Seller hereby acknowledges that the appointment hereby made and the powers hereby granted are coupled with an interest and are not and shall not be revocable by it in any Person designated by Trustee shall be liable for any acts or omissions manner or for any error of judgment or mistake of fact or lawreason. This Seller shall deliver to Buyer at the Closing an acknowledged power of attorneyattorney (the “Power of Attorney”) to the foregoing effect as set forth in Assignment and Assumption Agreement in the form attached hereto as Exhibit A, being coupled with an interestand executed by Seller and its Subsidiaries, shall be irrevocable until all Secured Obligations shall have been paid in fullas the case may require.

Attorney-in-Fact. Company Each Grantor hereby irrevocably appoints Trustee Lender, its nominee, and any other Person whom Lender may designate, as Companysuch Grantor's attorney-in-fact effective during the continuance of an Event of Defaultfact, with full authority in power during the place and stead of Company and in the name of Company, Trustee or Holders or otherwise, from time to time in Trustee's discretion to take any action (including completion and presentation existence of any proxy) Default to sign such Grantor's name on verifications of Accounts and other Collateral; to execute send requests for verification of Collateral to such Grantor's customers, Account Debtors and other obligors; to endorse such Grantor's name on any instrument checks, notes, acceptances, money orders, drafts, and any other forms of payment or security that Trustee may deem necessary come into Lender's possession or advisable to accomplish the purposes on any assignments, stock powers, or other instruments of this Agreement, including, without limitation (but subject transfer relating to the other provisions hereof), to (i) receive, endorse and collect all instruments made payable to Company representing any dividend or other distribution in respect of the Pledged Collateral or any part thereof; (ii) exercise the voting to sign such Grantor's name on any invoice or bill of lading relating to any Collateral, on claims to enforce collecxxxx of any Collateral, on notices to and drafts against customers and Account Debtors and other consensual rights pertaining obligors, on schedules and assignments of Collateral, on notices of assignment and on public records; to notify the Pledged Collateralpost office authorities to change the address for delivery of such Grantor's mail to an address designated by Lender; to receive, open and dispose of all mail addressed to such Grantor; and (iii) sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Pledged Collateral as fully and completely as though Trustee was the absolute owner thereof for do all purposes, and to do, at Trustee's option and Company's expense, at any time or from time to time, all acts and things that Trustee deems necessary to protect, preserve or realize upon carry out the Pledged Collateralterms and provisions of this Agreement. Company Each Grantor hereby ratifies and approves all acts of Trustee made or taken pursuant to this Section 9. Except as specifically set forth in Section 11 hereof, any such attorney and agrees that neither Trustee Lender nor any Person designated by Trustee shall such attorney will be liable for any acts or omissions or nor for any error of judgment or mistake of fact or lawlaw other than, and to the extent of, such Person's gross negligence or willful misconduct. This power The foregoing powers of attorney, being coupled with an interest, shall be are irrevocable until all Secured the Obligations have been fully paid and satisfied and the Security Interests shall have been paid terminated in fullaccordance with the terms hereof.

Attorney-in-Fact. Company Grantor hereby irrevocably nominates and appoints Trustee Collateral Agent as Company's its attorney-in-fact effective for the following purposes: (a) following Collateral Agent’s request thereof and Grantor’s failure to perform within the time frame permitted by this Agreement, to do all acts and things which Collateral Agent may deem necessary or advisable to perfect and continue perfected the security interests created by this Agreement and, upon the occurrence and during the continuance of an Event of Default, with full authority in to preserve, process, develop, maintain and protect the place Collateral; (b) upon the occurrence and stead during the continuance of Company an Event of Default, to do any and every act which Grantor is obligated to do under this Agreement, at the expense of Grantor and without any obligation to do so; (c) following Collateral Agent’s request thereof and Grantor’s failure to perform within the time frame permitted by this Agreement, to prepare, sign, file and/or record, for Grantor, in the name of CompanyGrantor, Trustee any financing statement, application for registration, or Holders or otherwiselike paper, from time to time in Trustee's discretion and to take any other action deemed by Collateral Agent necessary or desirable in order to perfect or maintain perfected the security interests granted hereby; and (including completion d) upon the occurrence and presentation during the continuance of any proxy) and an Event of Default, to execute any instrument that Trustee may deem and all papers and instruments and do all other things necessary or advisable desirable to accomplish preserve and protect the purposes of this AgreementCollateral and to protect Collateral Agent’s security interests therein; provided, includinghowever, without limitation (but subject that Collateral Agent shall be under no obligation whatsoever to the other provisions hereof), to (i) receive, endorse and collect all instruments made payable to Company representing any dividend or other distribution in respect of the Pledged Collateral or any part thereof; (ii) exercise the voting and other consensual rights pertaining to the Pledged Collateral; and (iii) sell, transfer, pledge, make any agreement with respect to or otherwise deal with take any of the Pledged foregoing actions, and, absent bad faith or actual malice, Collateral as fully and completely as though Trustee was the absolute owner thereof for all purposes, and to do, at Trustee's option and Company's expense, at any time Agent shall have no liability or from time to time, all acts and things that Trustee deems necessary to protect, preserve or realize upon the Pledged Collateral. Company hereby ratifies and approves all acts of Trustee made or taken pursuant to this Section 9. Except as specifically set forth in Section 11 hereof, neither Trustee nor any Person designated by Trustee shall be liable responsibility for any acts act taken or omissions or for any error of judgment or mistake of fact or law. This power of attorney, being coupled omission with an interest, shall be irrevocable until all Secured Obligations shall have been paid in fullrespect thereto.

Attorney-in-Fact. Company Borrower hereby irrevocably appoints Trustee and constitutes Lender as CompanyBorrower's attorney-in-fact effective during the continuance of an Event of Defaultfact: (a) at any time, with full authority in the place and stead of Company and in the name of Company, Trustee or Holders or otherwise, from time to time in Trustee's discretion to take any action (including completion and presentation of any proxy) and to execute any instrument that Trustee may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation (but subject to the other provisions hereof), to (i) receiveto endorse Borrower's name upon any notes, endorse acceptances, checks, drafts, money orders, and other evidences of payment that come into Lender's possession and to deposit or otherwise collect all instruments made payable to Company representing any dividend or other distribution in respect of the Pledged Collateral or any part thereofsame; (ii) exercise the voting and other consensual rights pertaining to the Pledged Collateralsend verifications of accounts to Customers; and (iii) sellto execute in Borrower's name any financing statements, transferaffidavits and notices with regard to any and all Lien rights; and (b) while any Default exists, pledge(i) to receive, make any agreement with respect to or otherwise deal with any of the Pledged Collateral as fully and completely as though Trustee was the absolute owner thereof for all purposesopen, and dispose of all mail addressed to doBorrower; (ii) to notify the postal authorities to change the address and delivery of mail addressed to Borrower to such address as Lender may designate; (iii) to sign Borrower's name on any invoice or xxxx of lading relating to the Collateral, at Trustee's option on drafts against Customers, and Company's expense, at any time or from time notices to time, Customers; and (iv) to do all other acts and things that Trustee deems necessary to protect, preserve or realize upon the Pledged Collateralcarry out this Agreement. Company hereby ratifies and approves all All acts of Trustee made or taken pursuant to this Section 9. Except as specifically set forth in Section 11 hereofsaid attorney-in-fact are hereby authorized, neither Trustee nor any Person designated by Trustee shall ratified and approved, and said attorney-in-fact will not be liable for any acts or omissions or for any error of judgment errors or mistake of fact or lawlaw unless caused solely by the gross negligence or willful misconduct of Lender. This power of attorneypower, being coupled with an interest, shall be is irrevocable until all Secured while any of the Obligations shall have been paid in fullremain unpaid or Lender has any commitment to Borrower under this Agreement or otherwise.

Attorney-in-Fact. Company In furtherance of the authority granted to the Attorney in Fact under the Sellers’ POAs, each Seller hereby irrevocably appoints Trustee appoints, designates and authorizes the Attorney in Fact to take such action on its behalf under the provisions of this Agreement, the Sellers' Closing Documents and each other ancillary document and to exercise such powers and perform such duties as Company's are expressly delegated to it by the terms of this Agreement, the Sellers' Closing Documents or any other ancillary document, together with such powers as are reasonably incidental thereto, and to act as his, her or its agent and attorney-in-fact effective during the continuance of an Event of Defaultfact, with full authority in the place and stead of Company and in the name of Company, Trustee or Holders or otherwise, from time to time in Trustee's discretion to take any action (including completion and presentation of any proxy) and to execute all instruments as if signed by such Seller, with respect to all matters arising under this Agreement, the Sellers' Closing Documents or any instrument that Trustee may deem necessary or advisable other ancillary document, including, without limitation, the following: (a) selling such Seller’s Shares to accomplish Purchaser in accordance with the purposes terms of this Agreement, includingthe Sellers' Closing Documents and the other ancillary documents; (b) delivering to Purchaser the shareholders’ register of the Company representing such Seller’s Shares; (c) receiving notices pursuant to this Agreement, without limitation the Sellers' Closing Documents and any other ancillary document; and (but subject d) taking all other actions relating to the other provisions hereof), to (i) receive, endorse rights and collect all instruments made payable to Company representing any dividend or other distribution in respect obligations of the Pledged Collateral Sellers under the Sellers' Closing Documents that the Attorney in Fact, in his sole discretion, deems appropriate. All actions taken by the Attorney in Fact thereunder shall be conclusive and binding upon all of such Sellers and their successors as if expressly confirmed and ratified in writing by each of them and no Seller shall have the right to object, dissent, and protest or any part thereof; (ii) exercise otherwise contest the voting same. The foregoing agency and other consensual rights pertaining to the Pledged Collateral; and (iii) sell, transfer, pledge, make any agreement power of attorney with respect to or otherwise deal with any each Seller shall become effective upon execution of the Pledged Collateral as fully this Agreement, is irrevocable and completely as though Trustee was the absolute owner thereof for all purposes, shall remain in full force and to do, at Trustee's option and Company's expense, at any time or from time to time, all acts and things that Trustee deems necessary to protect, preserve or realize upon the Pledged Collateral. Company hereby ratifies and approves all acts of Trustee made or taken pursuant to this Section 9. Except as specifically set forth in Section 11 hereof, neither Trustee nor any Person designated by Trustee shall be liable for any acts or omissions or for any error of judgment or mistake of fact or law. This power of attorney, being coupled with an interest, shall be irrevocable until all Secured Obligations shall have been paid in fulleffect thereafter.

Attorney-in-Fact. Company Borrower hereby irrevocably appoints Trustee Lender as Company's Borrower’s attorney-in-fact effective during the continuance of an Event of Default, with full authority in the place and stead of Company and in the name of Company, Trustee or Holders or otherwise, from time to time in Trustee's discretion to take any action (including completion and presentation of any proxy) and to execute any instrument that Trustee may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation (but subject to the other provisions hereof), to (i) receive, endorse and collect all instruments made payable to Company representing any dividend or other distribution in respect of the Pledged Collateral or any part thereof; (ii) exercise the voting and other consensual rights pertaining to the Pledged Collateral; and (iii) sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Pledged Collateral as fully and completely as though Trustee was the absolute owner thereof for all purposes, and to do, at Trustee's option and Company's expense, at any time or from time to time, all acts and things that Trustee deems necessary to protect, preserve or realize upon the Pledged Collateral. Company hereby ratifies and approves all acts of Trustee made or taken pursuant to this Section 9. Except as specifically set forth in Section 11 hereof, neither Trustee nor any Person designated by Trustee shall be liable for any acts or omissions or for any error of judgment or mistake of fact or lawfact. This power of attorneyattorney shall be irrevocable so long as any Obligations remain outstanding under the Loan Documents, being shall be deemed to be coupled with an interest, shall survive the voluntary or involuntary dissolution of Borrower, and shall not be irrevocable until all Secured Obligations affected by any disability or incapacity suffered by Borrower subsequent to the date hereof. Lender shall have been paid the right and power, without the obligation to do so, in fullLender’s name or in the name of Borrower, to execute and deliver any and all documents and instruments and perform any and all acts that are required of Borrower hereunder or that otherwise serve the purpose of providing to Lender the full benefit of this Agreement and the other Loan Documents. Without limitation, but subject to the provisions of the Loan Documents, Lender is hereby granted full power and authority (i) to demand, collect and receive any Receipts and any Insurance Proceeds and Condemnation Proceeds, and to make any compromise or settlement in connection with any of the foregoing, subject to the provisions of this Agreement, (ii) to appear in any lawsuit or other proceeding, and to file any pleading and take any action therein or with respect thereto, (iii) to endorse and deposit checks, drafts and other payments and instruments, to execute checks and drafts in the name of Borrower, and otherwise to direct the investment and payment of all funds received by Lender or on deposit in any Account, (iv) to execute and file or record financing statements, continuation statements, applications for registration and like papers to create, perfect or preserve any of Lender’s security interests and rights, (v) to exercise any rights of Borrower pertaining to any Account or any funds therein, and (vi) to give notices to Tenants.

Attorney-in-Fact. Company The Trustee hereby irrevocably appoints Trustee agrees to act as Company's the attorney-in-fact effective during for the continuance holders of an Event of Default, with full authority in the place and stead of Company and in Notes to the name of Company, Trustee or Holders or otherwise, from time to time in Trustee's discretion to take any action (including completion and presentation of any proxy) and to execute any instrument that Trustee may deem extent necessary or advisable to accomplish desirable for the purposes of this Agreement, including, without limitation (but Indenture and each holder by receiving and holding the Notes accepts and confirms the appointment of the Trustee as the attorney-in-fact of such holder to the extent necessary for the purposes hereof and in accordance with and subject to the other provisions hereof. To the extent necessary and for greater certainty (but without in any way detracting from custom and usage applicable with regards to the relationship between the Corporation, the Trustee and the holders of Notes hereunder) and subject to any applicable law of public order, the Trustee and the Corporation hereby agree with regards to the Trustee so acting as the attorney-in-fact of the holders of Notes hereunder and each holders of Notes by receiving and holding same agrees with the Corporation and the Trustee that: (a) notwithstanding any other provision hereof and except as may be otherwise set forth in any request, demand, authorization, direction, notice, consent, waiver or other action given or taken by holders of Notes pursuant to this Indenture, relating thereto, no holder of Notes shall be liable to third parties for acts performed by the Trustee (or any other person appointed by the Trustee to perform all or any of its rights, powers, trusts or duties hereunder) during the exercise of its rights, powers and trusts and the performance of its duties under this Indenture or for injury caused to such parties by the fault of the Trustee (or any such Person), or for contracts entered into in favour of such parties, during such performance and the Trustee (or any such person) alone shall be so liable subject to any rights or recourses which the Trustee (or any such Person) may have hereunder or under any applicable law against the Corporation or any other Person (other than a holder of Notes) in connection with any such liability; (b) except as otherwise expressly provided herein or in any request, demand, authorization, direction, notice, consent, waiver or other action given or taken by holders of Notes pursuant to this Indenture, the Trustee shall not be entitled to receive from the holders of Notes any remuneration or compensation for any services rendered by the Trustee hereunder or reimbursement of any costs, expenses, liabilities, disbursements or advances incurred or made by the Trustee in accordance with any provision of this Indenture or interest thereon; (c) notwithstanding any other provision hereof and except as may be otherwise set forth in any request, demand, authorization, direction, notice, consent, waiver or other action given or taken by holders of Notes pursuant to this Indenture, relating thereto, no holder of Notes shall be liable to compensate the Trustee for any injury suffered by it by reason of the performance of its rights, powers, trusts or duties hereunder subject to any rights or recourses which the Trustee may have hereunder or under any applicable law against the Corporation or any other Person (other than a holder of Notes) in connection with such injury; (d) neither the death nor bankruptcy of a holder of Notes shall terminate the Trustee’s rights, powers, trusts or duties hereunder with respect to the Notes held by such holder of Notes which shall continue to apply in favour of the holder or holders of Notes who have acquired such Notes from such deceased or bankrupt holder of Notes; (e) the bankruptcy of the Trustee shall not terminate its rights, powers, trusts or duties hereunder provided that such rights, powers, trusts or duties are assumed by a successor Trustee appointed in accordance with the provisions of Section 12.2; (f) so long as any Notes remain outstanding, (i) receive, endorse each holder of Notes hereby renounces its right to revoke any mandate relationship created between such holder of Notes and collect all instruments made payable to Company representing any dividend or other distribution in respect of the Pledged Collateral or any part thereof; Trustee hereunder and (ii) exercise the voting Trustee hereby agrees that it will not revoke any such mandate relationship except through a resignation pursuant to and in compliance with the provisions of Section 12.2; and (g) except as otherwise expressly provided herein or in any request, demand, authorization, direction, notice, consent, waiver or other consensual rights pertaining to the Pledged Collateral; and (iii) sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Pledged Collateral as fully and completely as though Trustee was the absolute owner thereof for all purposes, and to do, at Trustee's option and Company's expense, at any time or from time to time, all acts and things that Trustee deems necessary to protect, preserve or realize upon the Pledged Collateral. Company hereby ratifies and approves all acts of Trustee made action given or taken by holders of Notes pursuant to this Section 9. Except as specifically set forth in Section 11 hereofIndenture, neither Trustee nor any Person designated by the Trustee shall not be liable for obliged to render any acts or omissions or for account to the Holders nor return to the holders of Notes any error amounts which it has received in the performance of judgment or mistake its duties hereunder nor pay any interest to the holders of fact or law. This power of attorney, being coupled with an interest, shall be irrevocable until all Secured Obligations shall have been paid in fullNotes on such amounts.

Attorney-in-Fact. Company Grantor hereby irrevocably appoints Trustee Beneficiary and its successors and assigns, as Company's its attorney-in-fact, which agency is coupled with an interest and with full power of substitution, (a) to execute and/or record any notices of completion, cessation of labor or any other notices that Beneficiary deems appropriate to protect Beneficiary’s interest, if Grantor shall fail to do so within ten (10) days after written request by Beneficiary, (b) upon the issuance of a deed pursuant to the foreclosure of this Deed of Trust or the delivery of a deed in lieu of foreclosure, to (1) Beneficiary shall not under any circumstances be obligated to perform any obligation of Grantor; (2) any sums advanced by Beneficiary in such performance shall be added to and included in the Indebtedness and shall bear interest at the Applicable Rate; (3) Beneficiary as such attorney-in-fact effective during the continuance of an Event of Default, with full authority in the place shall only be accountable for such funds as are actually received by Beneficiary; and stead of Company and in the name of Company, Trustee (4) Beneficiary shall not be liable to Grantor or Holders any other person or otherwise, from time to time in Trustee's discretion entity for any failure to take any action (including completion which it is empowered to take under this Section 9.3. Notwithstanding the foregoing, Beneficiary shall be liable for its gross negligence, willful misconduct, and presentation bad faith in connection with exercising its rights hereunder. Regardless of any proxy) and to execute any instrument that Trustee may deem necessary or advisable to accomplish the purposes provision of this AgreementDeed of Trust or the Indebtedness Documents, includingBeneficiary shall not be considered to have accepted any property other than cash or immediately available funds in satisfaction of any obligation of Grantor to Beneficiary unless Beneficiary has given express written notice of Beneficiary’s election of that remedy in accordance with NRS 104.9505, without limitation (but subject to the other provisions hereof), to (i) receive, endorse and collect all instruments made payable to Company representing any dividend as it may be amended or other distribution in respect of the Pledged Collateral or any part thereof; (ii) exercise the voting and other consensual rights pertaining to the Pledged Collateral; and (iii) sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Pledged Collateral as fully and completely as though Trustee was the absolute owner thereof for all purposes, and to do, at Trustee's option and Company's expense, at any time or recodified from time to time, all acts and things that Trustee deems necessary to protect, preserve or realize upon the Pledged Collateral. Company hereby ratifies and approves all acts of Trustee made or taken pursuant to this Section 9. Except as specifically set forth in Section 11 hereof, neither Trustee nor any Person designated by Trustee shall be liable for any acts or omissions or for any error of judgment or mistake of fact or law. This power of attorney, being coupled with an interest, shall be irrevocable until all Secured Obligations shall have been paid in full.

Attorney-in-Fact. Company Pledgor hereby irrevocably appoints Trustee Pledgee as Company's Pledgor’s attorney-in-fact effective during the continuance of an Event of Default, with full authority in the place and stead of Company Pledgor and in the name of CompanyPledgor, Trustee or Holders Pledgee or otherwise, from time to time in Trustee's Pledgee’s sole discretion to take any action (including completion and presentation of any proxy) and to execute any instrument that Trustee Pledgee may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation (but subject to the other provisions hereof), to (i) receive, endorse and collect all instruments made payable to Company Pledgor representing any dividend or other distribution in respect of the Pledged Collateral Shares or any part thereof; (ii) exercise the voting and other consensual rights pertaining to the Pledged CollateralShares; and (iii) sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Pledged Collateral Shares as fully and completely as though Trustee Pledgee was the absolute owner thereof for all purposes, and to do, at Trustee's Pledgee’s option and Company's Pledgor’s expense, at any time or from time to time, all acts and things that Trustee Pledgee reasonably deems necessary to protect, preserve or realize upon the Pledged CollateralShares. Company Pledgor hereby ratifies and approves all acts of Trustee Pledgee made or taken pursuant to this Section 9. Except as specifically set forth in Section 11 hereof, neither Trustee nor any Person designated by Trustee shall be liable for any acts or omissions or for any error of judgment or mistake of fact or law14. This power of attorney, being coupled with an interest, shall be irrevocable until all Secured Obligations shall have been paid in fullfull and the Loan Agreement shall have been terminated.

Attorney-in-Fact. Company Each Grantor hereby irrevocably nominates and appoints Trustee Collateral Agent as Company's its attorney-in-fact effective for the following purposes: (a) following Collateral Agent’s request thereof and any Grantor’s failure to perform within the time frame permitted by this Agreement or any other Collateral Document, to do all acts and things which Collateral Agent may deem necessary or advisable to perfect and continue perfected the security interests created by this Agreement or any other Collateral Document and, upon the occurrence and during the continuance of an Event of Default, with full authority in to preserve, process, develop, maintain and protect the place Collateral or Mortgaged Property; (b) upon the occurrence and stead during the continuance of Company an Event of Default, to do any and every act which any Grantor is obligated to do under this Agreement or any other Collateral Document, at the expense of such Grantor and without any obligation to do so; (c) following Collateral Agent’s request thereof and any Grantor’s failure to perform within the time frame permitted by this Agreement, to prepare, sign, file and/or record, for such Grantor, in the name of Companysuch Grantor, Trustee any financing statement, application for registration, or Holders or otherwiselike paper, from time to time in Trustee's discretion and to take any other action deemed by Collateral Agent necessary or desirable in order to perfect or maintain perfected the security interests granted hereby or any other Collateral Document; and (including completion d) upon the occurrence and presentation during the continuance of any proxy) and an Event of Default, to execute any instrument that Trustee may deem and all papers and instruments and do all other things necessary or advisable desirable to accomplish preserve and protect the purposes of this Agreement, including, without limitation (but subject to the other provisions hereof), to (i) receive, endorse and collect all instruments made payable to Company representing any dividend or other distribution in respect of the Pledged Collateral or any part thereofMortgaged Property and to protect Collateral Agent’s security interests therein or liens thereon; (ii) exercise the voting and other consensual rights pertaining provided, however, that Collateral Agent shall be under no obligation whatsoever to the Pledged Collateral; and (iii) sell, transfer, pledge, make any agreement with respect to or otherwise deal with take any of the Pledged foregoing actions, and, absent bad faith or actual malice, Collateral as fully and completely as though Trustee was the absolute owner thereof for all purposes, and to do, at Trustee's option and Company's expense, at any time Agent shall have no liability or from time to time, all acts and things that Trustee deems necessary to protect, preserve or realize upon the Pledged Collateral. Company hereby ratifies and approves all acts of Trustee made or taken pursuant to this Section 9. Except as specifically set forth in Section 11 hereof, neither Trustee nor any Person designated by Trustee shall be liable responsibility for any acts act taken or omissions or for any error of judgment or mistake of fact or law. This power of attorney, being coupled omission with an interest, shall be irrevocable until all Secured Obligations shall have been paid in fullrespect thereto.

Attorney-in-Fact. Company Pledgors hereby irrevocably appoints constitute and appoint Trustee as Company's their true and lawful attorney-in-fact effective during the continuance of an Event of Default, with full power and authority in the place and stead of Company Pledgors and in the name of Companyeach Pledgor, Trustee or Holders or otherwise, from time to time in Trustee's discretion to take any action (including completion and presentation of any proxy) and to execute any instrument that Trustee may deem necessary or advisable to accomplish enforce all rights of Pledgors with respect to the purposes of this AgreementCollateral, including, without limitation (but subject limitation, the right to ask, require, demand, receive and give acquittance for any and all moneys and claims for money due and to become due under or arising out of the other provisions hereof)Collateral; to elect remedies thereunder, to (i) receive, endorse and collect all instruments made payable to Company representing any dividend checks or other distribution instruments or orders in respect of the Pledged Collateral or any part thereofconnection therewith; (ii) exercise the voting to vote, demand, receive and other consensual enforce Pledgors' rights pertaining to the Pledged Collateral; and (iii) sell, transfer, pledge, make any agreement with respect to or otherwise deal the Collateral; to give appropriate receipts, releases and satisfactions for and on behalf of and in the name of Pledgors or, at the option of Trustee, in the name of Trustee, with any of the Pledged Collateral same force and effect as fully and completely as though Trustee was the absolute owner thereof for all purposes, Pledgors could do if this Agreement had not been made; and to dofile any claims or take any action or institute any proceedings in connection therewith which Trustee may reasonably deem to be necessary or advisable; provided, at Trustee's option and Company's expensehowever, at any time or from time to time, all acts and things that Trustee deems necessary to protect, preserve or realize shall not exercise such rights unless upon the Pledged Collateral. Company hereby ratifies occurrence and approves all acts during the continuation of Trustee made or taken pursuant to this Section 9. Except as specifically set forth in Section 11 hereof, neither Trustee nor any Person designated by Trustee shall be liable for any acts or omissions or for any error an Event of judgment or mistake of fact or lawDefault. This power of attorney, being attorney is a power coupled with an interest, interest and shall be irrevocable until all Secured Obligations shall have been paid in fullirrevocable.

Attorney-in-Fact. Company Grantors hereby irrevocably appoints Trustee as Company's constitute and appoint Collateral Agent, acting for and on behalf of itself and the other Secured Parties and each successor or assign of Collateral Agent and the other Secured Parties, the true and lawful attorney-in-fact effective during the continuance of an Event of DefaultGrantors, with full power and authority in the place and stead of Company Grantors and in the name of CompanyGrantors, Trustee or Holders Collateral Agent or otherwise, from time subject to time the terms of the Credit Agreement, this Agreement and applicable Legal Requirements, to enforce all rights, interests and remedies of Grantors with respect to the Collateral, including the right: (a) to ask, require, demand, receive and give acquittance for any and all moneys and claims for moneys due and to become due under or arising out of the Assigned Agreements or any of the other Collateral, including any insurance policies; (b) to elect remedies thereunder and to endorse any checks or other instruments or orders in Trustee's discretion connection therewith; (c) to file any claims or take any action or institute any proceedings in connection therewith which Collateral Agent may reasonably deem to be necessary or advisable; (including completion d) to pay, settle or compromise all bills and presentation claims which may be or become Liens or security interests against any or all of the Collateral, or any proxypart thereof, unless a bond or other security satisfactory to Collateral Agent has been provided; (e) to vote, demand, receive and enforce Grantors' rights with respect to the Collateral; (f) to give appropriate receipts, releases and satisfactions for and on behalf of and in the name of Grantors or, at the option of Collateral Agent, in the name of Collateral Agent, with the same force and effect as Grantors could do if this Agreement had not been made; and (g) upon foreclosure and to execute the extent provided herein or in any instrument that Trustee other Credit Document, to do any and every act which Grantors may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation (but subject do on their behalf with respect to the other provisions hereof), to (i) receive, endorse and collect all instruments made payable to Company representing any dividend or other distribution in respect of the Pledged Collateral or any part thereofthereof and to exercise any or all of Grantors' rights and remedies under any or all of the Assigned Agreements; (ii) provided, however, that Collateral Agent shall not exercise the voting and other consensual rights pertaining to the Pledged Collateral; and (iii) sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Pledged aforementioned rights unless an Event of Default has occurred and is continuing and Collateral as fully and completely as though Trustee was Agent has not waived the absolute owner thereof for all purposes, and to do, at Trustee's option and Company's expense, at any time or from time to time, all acts and things that Trustee deems necessary to protect, preserve or realize upon exercise of its remedies with respect thereto in accordance with the Pledged Collateral. Company hereby ratifies and approves all acts of Trustee made or taken pursuant to this Section 9. Except as specifically set forth in Section 11 hereof, neither Trustee nor any Person designated by Trustee shall be liable for any acts or omissions or for any error of judgment or mistake of fact or lawCredit Documents. This power of attorney, being attorney is a power coupled with an interest, interest and shall be irrevocable until all Secured Obligations termination of this Agreement in accordance with the terms hereof and of the other Credit Documents; provided further, however, that nothing in this Agreement shall have been paid prevent Grantors from, prior to the exercise by Collateral Agent of any of the aforementioned rights, undertaking Grantors' operations in fullthe ordinary course of business in accordance with the Collateral and the Credit Documents.

Attorney-in-Fact. Company The Trustees hereby irrevocably appoints Trustee agree to act as Company's the attorneys-in-fact for the holders of the Debentures to the extent necessary or desirable for the purposes of this Indenture and each holder by receiving and holding the Debentures accepts and confirms the appointment of the Trustees as the attorneys-in- fact of such holder to the extent necessary for the purposes hereof and in accordance with and subject to the provisions hereof. To the extent necessary and for greater certainty (but without in any way detracting from custom and usage applicable with regards to the relationship between the Corporation, the Trustees and the holders of Debentures hereunder) and subject to any applicable law of public order, the Trustees and the Corporation hereby agree with regards to the Trustees so acting as the attorney-in-fact effective during of the continuance holders of an Event Debentures hereunder and each holder of DefaultDebentures by receiving and holding same agrees with the Corporation and the Trustees that, with full authority notwithstanding any other provision hereof and except as may be otherwise set forth in the place and stead of Company and in the name of Companyany request, Trustee or Holders or otherwisedemand, from time to time in Trustee's discretion to take any action (including completion and presentation of any proxy) and to execute any instrument that Trustee may deem necessary or advisable to accomplish the purposes of this Agreementauthorization, includingdirection, without limitation (but subject to the other provisions hereof)notice, to (i) receiveconsent, endorse and collect all instruments made payable to Company representing any dividend waiver or other distribution in respect of the Pledged Collateral or any part thereof; (ii) exercise the voting and other consensual rights pertaining to the Pledged Collateral; and (iii) sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Pledged Collateral as fully and completely as though Trustee was the absolute owner thereof for all purposes, and to do, at Trustee's option and Company's expense, at any time or from time to time, all acts and things that Trustee deems necessary to protect, preserve or realize upon the Pledged Collateral. Company hereby ratifies and approves all acts of Trustee made action given or taken by holders of Debentures pursuant to this Section 9. Except as specifically set forth in Section 11 hereofIndenture, neither Trustee nor any Person designated by Trustee relating thereto, no holder of Debentures shall be liable to third parties for acts performed by the Trustee (or any acts other Person appointed by the Trustees to perform all or omissions any of their rights, powers, trusts or duties hereunder) during the exercise of their rights, powers and trusts and the performance of their duties under this Indenture or for injury caused to such parties by the fault of the Trustees (or any error such Person), or for contracts entered into in favour of judgment such parties, during such performance. For great certainty, none of the provisions contained in this Indenture shall require the Trustees to expend or mistake risk their own funds or otherwise incur financial liability in the performance of fact any of their duties or law. This power in the exercise of attorney, being coupled with an interest, shall be irrevocable until all Secured Obligations shall have been paid in fullany of their rights or powers unless indemnified.

Attorney-in-Fact. Company (a) The Borrower hereby irrevocably appoints Trustee as Company's attorney-in-fact effective during authorizes the continuance of an Event of Default, with full authority in the place Bank to do every act and stead of Company and thing in the name of Company, Trustee the Borrower or Holders or otherwise, from time to time in Trustee's discretion to take any action (including completion and presentation of any proxy) and to execute any instrument that Trustee the Bank which the Bank may deem necessary or advisable to accomplish enforce the purposes terms of this Agreementthe Notes or Collateral, includingand the Borrower hereby irrevocably appoints the Bank its true and lawful attorney, without limitation (but subject with full, irrevocable power and authority in the name of the Borrower and with full power of substitution and revocation, to demand, enforce, collect, receive, give a receipt for and give releases for any monies due or to become due under or arising out of the Notes, or Collateral, or any policy of insurance or indemnity relating to the other provisions hereof)Notes, to (i) receive, endorse and collect all instruments made payable to Company representing any dividend or other distribution in respect of the Pledged Collateral or any part thereof; (ii) exercise the voting checks and other consensual rights pertaining to the Pledged Collateral; and (iii) sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Pledged Collateral as fully and completely as though Trustee was the absolute owner thereof for all purposesinstruments, and to dodo and take all such other actions relating to the Notes, at Trustee's option and Company's expenseor to file any claims or institute any proceedings for the foregoing, at any time or from time to time, all acts and things that Trustee which the Bank deems necessary to protect, preserve or realize upon the Pledged Collateralnecessary. Company The Borrower hereby ratifies and approves all acts of Trustee made that said attorney shall lawfully do or taken pursuant cause to this Section 9. Except as specifically set forth in Section 11 be done by virtue hereof, neither Trustee nor any Person designated by Trustee shall be liable for any acts or omissions or for any error of judgment or mistake of fact or law. This power of attorney, being attorney is a power coupled with an interest, interest and shall be irrevocable until all Secured Obligations irrevocable. (b) The powers conferred on the Bank hereunder are solely to protect its interest in the Collateral and shall have been paid in fullnot impose any duty upon it to exercise any such powers. The Bank shall be accountable only for amounts that it actually receives as a result of the exercise of such powers and neither it nor any of its officers, directors, employees or agents shall be responsible to the Borrower for any act or failure to act, except for the Bank's gross negligence or willful misconduct.

Attorney-in-Fact. Company (a) The Pledgor hereby irrevocably appoints Trustee the Lender, or any Person, officer or agent whom the Lender may designate, as Company's its true and lawful attorney-in-fact effective during the continuance of an Event of Defaultand proxy, with full irrevocable power and authority in the place and stead of Company the Pledgor and in the name of Companythe Pledgor or in its own name, Trustee or Holders or otherwiseat the Pledgor’s cost and expense, to the extent reasonable, from time to time in Trustee's discretion to take any action (including completion and presentation of any proxy) and to execute any instrument that Trustee which may deem be reasonably necessary or advisable to accomplish the purposes of enforce its rights under this Agreement, including, without limitation (but subject limitation, authority to the other provisions hereof), to (i) receive, endorse and collect all instruments made payable to Company the Pledgor representing any dividend distribution, interest payment or other distribution payment in respect of the Pledged Collateral or any part thereof; (ii) exercise the voting and other consensual rights pertaining thereof to be paid over to the Pledged Collateral; Lender pursuant to Section 2.3(b) and (iiito give full discharge for the same. The foregoing grant of authority is a power of attorney coupled with an interest and such appointment shall be irrevocable for the term of this Agreement. Notwithstanding anything in this Section 2.5(a) sellto the contrary, transfer, pledge, make any agreement with respect to or otherwise deal with the Lender shall not exercise any of the Pledged Collateral rights as fully attorney-in-fact provided for in this Section 2.5(a) unless and completely as though Trustee was the absolute owner thereof for all purposes, until an Event of Default has occurred and to do, at Trustee's option and Company's expense, at any time or from time to time, all acts and things that Trustee deems necessary to protect, preserve or realize upon the Pledged Collateral. Company is continuing. (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 powers granted hereunder. The Pledgor hereby acknowledges and approves all acts of Trustee made or taken agrees that the Lender shall have no fiduciary duties to the Pledgor in acting pursuant to this Section 9. Except as specifically set forth in Section 11 hereof, neither Trustee nor power-of-attorney and the Pledgor hereby waives any Person designated by Trustee shall be liable for any acts claims or omissions or for any error rights of judgment or mistake a beneficiary of fact or law. This power of attorney, being coupled with an interest, shall be irrevocable until all Secured Obligations shall have been paid in fulla fiduciary relationship hereunder.

Attorney-in-Fact. Company The Debtor hereby irrevocably appoints Trustee Agent, its nominee, and any other Person whom Agent may designate, as Companythe Debtor's attorney-in-fact effective fact, with full power during the continuance existence of an any Event of Default, with full authority in the place and stead of Company and in the name of Company, Trustee or Holders or otherwise, from time to time in Trustee's discretion to take any action (including completion and presentation of any proxy) and to execute any instrument that Trustee may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation (but subject to the other provisions hereof), to (i) receiveto sign the Debtor's name on verifications of Accounts and other Collateral; (ii) to send requests for verification of Collateral to the Debtor's customers, Account Debtors and other obligors; (iii) to endorse the Debtor's name on any checks, notes, acceptances, money orders, drafts, and collect all instruments made payable to Company representing any dividend other forms of payment or security that may come into Agent's possession or on any assignments, stock powers, or other distribution in respect instruments of transfer relating to the Pledged Collateral or any part thereof; (iiiv) exercise to sign the voting Debtor's name on any invoice or bill of lading relating to any Collateral, on claims to enforce cxxxxction of any Collateral, on notices to and drafts against customers and Account Debtors and other consensual rights pertaining obligors, on schedules and assignments of Collateral, on notices of assignment and on public records; (v) to notify the post office authorities to change the address for delivery of the Debtor's mail to an address designated by Agent; (vi) to receive, open and dispose of all mail addressed to the Pledged CollateralDebtor; and (iiivii) sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Pledged Collateral as fully and completely as though Trustee was the absolute owner thereof for do all purposes, and to do, at Trustee's option and Company's expense, at any time or from time to time, all acts and things that Trustee deems necessary to protectcarry out the terms and provisions of this Agreement. To the fullest extent permitted by law, preserve or realize upon the Pledged Collateral. Company Debtor hereby ratifies and approves all acts of Trustee made or taken pursuant to this Section 9. Except as specifically set forth in Section 11 hereof, any such attorney and agrees that neither Trustee Agent nor any Person designated by Trustee shall such attorney will be liable for any acts or omissions or nor for any error of judgment or mistake of fact or lawlaw other than, and to the extent of, such Person's gross negligence or willful misconduct. This power The foregoing powers of attorney, being coupled with an interest, shall be are irrevocable until all Secured the Obligations have been fully paid and satisfied and the Security Interests shall have been paid terminated in fullaccordance with the terms hereof.

Attorney-in-Fact. Company Concessionaire hereby irrevocably appoints the Security Trustee as Company's attorney-in-fact effective during the continuance of an Event of DefaultConcessionaire’s attorney in fact, with full authority in the place and stead of Company Concessionaire and in the name of Company, Trustee or Holders Concessionaire or otherwise, from time to time time, in the Security Trustee's discretion ’s discretion, to (a) take any appropriate action (including completion and presentation of any proxy) and to execute any document or instrument that Trustee may deem be necessary or advisable desirable to accomplish the purposes of this Agreement, including(b) preserve the validity, perfection and priority of the Liens granted by this Agreement and (c) exercise its rights, remedies, powers and privileges under this Agreement and the other Funding Documents (including taking actions under any Direct Agreement or other consent delivered as required by the Funding Documents). Without limiting the generality of the foregoing, Concessionaire hereby gives the Security Trustee the power and right, on behalf of Concessionaire, without limitation (but subject notice to the other provisions hereof)or assent by Concessionaire, to do any of the following: (ia) to ask for, demand, collect, sue for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (b) to receive, endorse and collect all instruments made payable to Company representing any dividend drafts or other distribution instruments or documents, in respect connection with clause (a) above; (c) to file any claims or take any action or institute any proceedings that the Security Trustee may deem necessary or desirable for the collection of any of the Pledged Collateral or otherwise to enforce the rights of such Security Trustee with respect to any of the Collateral; (d) to vote, demand, receive and enforce Concessionaire’s rights with respect to the Collateral; (e) to give appropriate receipts, releases and satisfactions for and on behalf of and in the name of Concessionaire or, at the option of the Security Trustee, in the name of the Security Trustee, with the same force and effect as Concessionaire could do if this Agreement had not been made; (f) to pay, settle or compromise all bills and claims which may be or become Liens or security interests against any or all of the Collateral, or any part thereof, unless a bond or other security satisfactory to the Security Trustee has been provided; and (g) deliver (i) an Advance Notice (as defined in the Assumed Subordinated Loan Agreement) to the Assumed Subordinated Lender on behalf of Concessionaire pursuant to Section 6.2(b) of the Assumed Subordinated Loan Agreement and (ii) exercise the voting and other consensual rights pertaining to confirmation described in Section 6.2(d) of the Pledged Collateral; and (iii) sell, transfer, pledge, make any agreement with respect to or otherwise deal with Assumed Subordinated Loan Agreement. provided that the Security Trustee shall not take any of the Pledged Collateral as fully actions specified in clauses (a) through (g) above unless an Event of Default has occurred and completely as though Trustee was the absolute owner thereof for all purposes, and to do, at Trustee's option and Company's expense, at any time or from time to time, all acts and things that Trustee deems necessary to protect, preserve or realize upon the Pledged Collateral. Company hereby ratifies and approves all acts of Trustee made or taken pursuant to this Section 9. Except as specifically set forth in Section 11 hereof, neither Trustee nor any Person designated by Trustee shall be liable for any acts or omissions or for any error of judgment or mistake of fact or lawis continuing. This power of attorney, being attorney is a power coupled with an interest, interest and shall be irrevocable until irrevocable. Concessionaire hereby ratifies and confirms all Secured Obligations shall have been paid in fullthat such attorney or any substitute may lawfully do by virtue hereof.