Common use of Attorney-in-Fact Clause in Contracts

Attorney-in-Fact. Each Subsidiary of Cummins that executes a Joinder Agreement designates and appoints Cummins as such party’s agent and attorney-in-fact with full power and authority to act for and on behalf of such party in the absolute discretion of Cummins, and each Subsidiary of Filtration that executes a Joinder Agreement designates and appoints Filtration as such party’s agent and attorney-in-fact with full power and authority to act for and on behalf of such party in the absolute discretion of Filtration, in each case with respect to all matters relating to this Agreement, including execution and delivery of any amendment, supplement, modification or termination of this Agreement and any waiver of any claim or right arising out of this Agreement, agreeing on the Service Charges from time to time and any adjustments thereto, and, in general, to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions, and other instruments contemplated by or deemed advisable to effectuate the provisions of this Section 8.14. In addition, the Parties agree that: (a) this appointment and grant of power and authority is coupled with an interest and is in consideration of the mutual covenants made in this Agreement and is irrevocable and will not be terminated by any act of any Subsidiary that is a party or by operation of Law or by the occurrence of any other event. Each Subsidiary of Cummins that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Cummins pursuant to this Section 8.14, and each Subsidiary of Filtration that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Filtration pursuant to this Section 8.14. Each Subsidiary of Cummins that is a party to a Joinder Agreement agrees that Cummins shall have no obligation or Liability to any Person for any action taken or omitted by Cummins in good faith, and each Subsidiary of Filtration that is a party to a Joinder Agreement agrees that Filtration shall have no obligation or Liability to any Person for any action taken or omitted by Filtration in good faith; and (b) Cummins shall be entitled to rely upon any document or other paper delivered by Filtration as being authorized by each Subsidiary of Filtration that is a party to a Joinder Agreement, and Filtration shall be entitled to rely upon any document or other paper delivered by Cummins as being authorized by each Subsidiary of Cummins that is a party to a Joinder Agreement.

Attorney-in-Fact. Each Subsidiary Upon and during continuance of Cummins that executes a Joinder Agreement designates any Default or Event of Default (but for items (a), (b) and (c) below, upon and during continuance of any Event of Default only), the Borrower hereby irrevocably appoints Cummins as such party’s the Bank, and any officer or agent and thereof, the Borrower's attorney-in-fact fact, with full power and authority to act for and on behalf of such party in the absolute discretion place and stead of Cummins, the Borrower and each Subsidiary of Filtration that executes a Joinder Agreement designates and appoints Filtration as such party’s agent and attorney-in-fact with full power and authority to act for and on behalf of such party in the absolute discretion name of Filtrationthe Borrower or otherwise, in each case with respect to all matters relating to this Agreement, including execution and delivery of any amendment, supplement, modification or termination of this Agreement and any waiver of any claim or right arising out of this Agreement, agreeing on the Service Charges from time to time and any adjustments thereto, and, in generalthe Bank's discretion, to do take any and all things action and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions, and execute any instrument or other instruments contemplated by assurance which the Bank may deem necessary or deemed advisable to effectuate accomplish the provisions purposes of this Section 8.14. In additionAgreement (subject to the rights of the Borrower under SECTION 4.4), the Parties agree thatincluding, without limitation: (a) to obtain and adjust insurance required to be maintained by the Borrower pursuant to SECTION 4.3; (b) to ask, demand, collect, sue xxx, recover, compromise, receive, and give acquittance and receipts for moneys due and to become due under or in respect of any of the Borrower's Security Agreement Collateral; (c) to receive, endorse and collect any drafts or other instruments and chattel paper in connection with CLAUSE (a) or (b); (d) to execute and do all such assurances, acts and things which the Borrower ought to do under the covenants and provisions of this appointment Agreement; (e) to take any and grant all such actions as the Bank may, in its sole and absolute discretion, determine to be necessary or advisable for the purpose of maintaining, preserving or protecting the security constituted by this Agreement or any of the rights, remedies, powers or privileges of the Bank under this Agreement; (f) generally, in the name of the Borrower or in the name of the Bank to exercise all or any of the powers, authorities and discretions conferred on or reserved to the Bank pursuant to this Agreement; (g) to maintain and preserve all of the Borrower's Intellectual Property Collateral; and (h) to file such financing statements with respect hereto, with or without the Borrower's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Bank may deem appropriate, and to execute in the Borrower's name such financing statements and continuation statements which may require the Borrower's signature. The Borrower hereby acknowledges, consents, and agrees that the power of attorney granted pursuant to this SECTION is irrevocable and authority is coupled with an interest and is in consideration of the mutual covenants made in until this Agreement and is irrevocable and will not be terminated by any act of any Subsidiary that is a party or by operation of Law or by the occurrence of any other event. Each Subsidiary of Cummins that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Cummins pursuant to this Section 8.14, and each Subsidiary of Filtration that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Filtration pursuant to this Section 8.14. Each Subsidiary of Cummins that is a party to a Joinder Agreement agrees that Cummins shall have no obligation or Liability to any Person for any action taken or omitted by Cummins in good faith, and each Subsidiary of Filtration that is a party to a Joinder Agreement agrees that Filtration shall have no obligation or Liability to any Person for any action taken or omitted by Filtration in good faith; and (b) Cummins shall be entitled to rely upon any document or other paper delivered by Filtration as being authorized by each Subsidiary of Filtration that is a party to a Joinder Agreement, and Filtration shall be entitled to rely upon any document or other paper delivered by Cummins as being authorized by each Subsidiary of Cummins that is a party to a Joinder Agreementterminated.

Attorney-in-Fact. Each Subsidiary (a) Subject to the rights of Cummins that executes a Joinder Agreement designates the Company under Sections 2.06, 2.07, 2.08 and appoints Cummins as such party’s agent and 2.09, the Trustee is hereby appointed the attorney-in-fact with full power of the Company for the purpose of carrying out the provisions of this Agreement and authority taking any action and executing any instruments which the Trustee may deem necessary or advisable to act for accomplish the purposes of this Agreement, to preserve the validity, perfection and on behalf priority (subject only to Liens permitted under Section 4.12 of such party in the absolute discretion Indenture) of Cumminsthe Liens granted by this Agreement and, following any Default, to exercise its rights, remedies, powers and each Subsidiary of Filtration that executes a Joinder Agreement designates and appoints Filtration privileges under this Agreement. This appointment as such party’s agent and attorney-in-fact is irrevocable and coupled with full power an interest. Without limiting the generality of the foregoing, the Trustee shall be entitled under this Agreement upon the occurrence and authority continuation of any Event of Default (i) to act ask, demand, collect, sue xxx, recover, receive and give receipt and discharge for amounts due and on behalf to become due under and in respect of such party all or any part of the Collateral; (ii) to receive, endorse and collect any Instruments or other drafts, instruments, documents and chattel paper in connection with clause (i) above (including any draft or check representing the absolute discretion proceeds of Filtrationinsurance or the return of unearned premiums); (iii) to file any claims or take any action or proceeding that the Trustee may deem necessary or advisable for the collection of all or any part of the Collateral, in each case including the collection of any compensation due and to become due under any contract or agreement with respect to all matters relating or any part of the Collateral; and (iv) to this Agreementexecute, including execution in connection with any sale or disposition of the collateral under Section 5, any endorsements, assignments, bills of sale or other instruments of conveyance or transfer with respect to all or any part of the Collateral. (b) Without limiting the rights and delivery powers of any amendmentthe Trustee under Section 2.05(a), supplementthe Company hereby appoints the Trustee as its attorney-in-fact, modification or effective the Signing Date and terminating upon the termination of this Agreement and any waiver of any claim or right arising out of this Agreement, agreeing for the purpose of (i) executing on behalf of the Company title or ownership applications for filing with appropriate state agencies to enable Motor Vehicles now owned or hereafter acquired by the Company to be retitled and the Trustee to be listed as lienholder as to such Motor Vehicles, (ii) filing such applications with such state agencies and (iii) executing such other documents and instruments on behalf of, and taking such other action in the name of, the Company as the Trustee may deem necessary or advisable to accomplish the purposes of this Agreement (including the purpose of creating in favor of the Trustee a perfected lien on the Service Charges from time to time Motor Vehicles and any adjustments thereto, and, in general, to do all things exercising the rights and to perform all acts, including executing remedies of the Trustee under Section 6). This appointment as attorney-in-fact is irrevocable and delivering all agreements, certificates, receipts, instructions, and other instruments contemplated by or deemed advisable to effectuate the provisions of this Section 8.14. In addition, the Parties agree that: (a) this appointment and grant of power and authority is coupled with an interest and is in consideration of the mutual covenants made in this Agreement and is irrevocable and will not be terminated by any act of any Subsidiary that is a party or by operation of Law or by the occurrence of any other event. Each Subsidiary of Cummins that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Cummins pursuant to this Section 8.14, and each Subsidiary of Filtration that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Filtration pursuant to this Section 8.14. Each Subsidiary of Cummins that is a party to a Joinder Agreement agrees that Cummins shall have no obligation or Liability to any Person for any action taken or omitted by Cummins in good faith, and each Subsidiary of Filtration that is a party to a Joinder Agreement agrees that Filtration shall have no obligation or Liability to any Person for any action taken or omitted by Filtration in good faith; and (b) Cummins shall be entitled to rely upon any document or other paper delivered by Filtration as being authorized by each Subsidiary of Filtration that is a party to a Joinder Agreement, and Filtration shall be entitled to rely upon any document or other paper delivered by Cummins as being authorized by each Subsidiary of Cummins that is a party to a Joinder Agreementinterest.

Attorney-in-Fact. Each Subsidiary of Cummins that executes a Joinder Agreement designates and The Grantor hereby irrevocably appoints Cummins the Secured Parties or any other person whom the Secured Parties may designate as such partythe Grantor’s agent and attorney-in-fact fact, with full power and authority to act for in place and on behalf stead of such party the Grantor and in the absolute discretion name of Cumminsthe Grantor or in its own name to take any of the following actions upon the occurrence and continuation of an Event of Default: (i) endorse the Grantor’s name on any checks, and each Subsidiary notes, acceptances, money orders, drafts or other forms of Filtration payment or security that executes a Joinder Agreement designates and appoints Filtration as such partymay come into the Secured Parties’ possession; (ii) sign the Grantor’s agent and attorney-in-fact with full power and authority to act for and name on behalf any invoice or xxxx of such party in the absolute discretion of Filtration, in each case with respect to all matters lading relating to any Accounts, drafts against customers, schedules and assignments of Accounts, notices of assignment, financing statements and other public records, verifications of account and notices to or from Customers; (iii) verify the validity, amount or any other matter relating to any Receivable by mail, telephone, telegraph or otherwise with Customers; (iv) 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, including execution Agreement and delivery of all other Loan Documents; (vi) continue any amendment, supplement, modification or termination insurance existing pursuant to the terms of this Agreement and pay all or any waiver part of any claim or right arising out the premium therefor and the cost thereof; and (vii) notify the post office authorities to change the address for delivery of this Agreementthe Grantor’s mail to an address designated by the Secured Parties, agreeing and to receive, open and dispose of all mail addressed to the Grantor. The Grantor hereby ratifies and approves all acts of the attorney. The powers conferred on the Service Charges from time Secured Parties hereunder are solely to time protect their interests in the Collateral and shall not impose any adjustments theretoduty upon them to exercise any such powers. Neither the Secured Parties nor the attorney will be liable for any acts or omissions. This power, and, in general, to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions, and other instruments contemplated by or deemed advisable to effectuate the provisions of this Section 8.14. In addition, the Parties agree that: (a) this appointment and grant of power and authority is being coupled with an interest and is in consideration of the mutual covenants made in this Agreement and interest, is irrevocable and will not be terminated by any act of any Subsidiary that so long as an account which is a party or by operation of Law or by the occurrence of any other event. Each Subsidiary of Cummins that is a party to a Joinder Agreement hereby consents assigned to the taking of any Secured Parties or in which the Secured Parties have a security interest remains unpaid and all actions and until the making of all decisions required or permitted to be taken or made by Cummins pursuant to this Section 8.14, and each Subsidiary of Filtration that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Filtration pursuant to this Section 8.14. Each Subsidiary of Cummins that is a party to a Joinder Agreement agrees that Cummins shall Obligations have no obligation or Liability to any Person for any action taken or omitted by Cummins in good faith, and each Subsidiary of Filtration that is a party to a Joinder Agreement agrees that Filtration shall have no obligation or Liability to any Person for any action taken or omitted by Filtration in good faith; and (b) Cummins shall be entitled to rely upon any document or other paper delivered by Filtration as being authorized by each Subsidiary of Filtration that is a party to a Joinder Agreement, and Filtration shall be entitled to rely upon any document or other paper delivered by Cummins as being authorized by each Subsidiary of Cummins that is a party to a Joinder Agreementbeen fully satisfied.

Attorney-in-Fact. Each Abbott Subsidiary of Cummins that executes a Joinder Agreement designates and appoints Cummins Abbott as such partyParty’s agent and attorney-in-fact with full power and authority to act for and on behalf of such party Party in the absolute discretion of CumminsAbbott, and each AbbVie Subsidiary of Filtration that executes a Joinder Agreement designates and appoints Filtration AbbVie as such partyParty’s agent and attorney-in-fact with full power and authority to act for and on behalf of such party Party in the absolute discretion of FiltrationAbbVie, in each case with respect to all matters relating to this Agreement, including execution and delivery of any amendment, supplement, modification or termination of this Agreement and any waiver of any claim or right arising out of this Agreement, agreeing on the Service Charges from time to time and any adjustments thereto, and, in general, to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions, and other instruments contemplated by or deemed advisable to effectuate the provisions of this Section 8.149.23. In addition, the Parties agree that: (a) this This appointment and grant of power and authority is coupled with an interest and is in consideration of the mutual covenants made in this Agreement and is irrevocable and will not be terminated by any act of any Abbott Subsidiary or AbbVie Subsidiary that is a party Party or by operation of Law or by the occurrence of any other event. Each Abbott Subsidiary of Cummins that is a party to a Joinder Agreement Party hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Cummins Abbott pursuant to this Section 8.149.23, and each AbbVie Subsidiary of Filtration that is a party to a Joinder Agreement Party hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Filtration AbbVie pursuant to this Section 8.149.23. Each Abbott Subsidiary of Cummins that is a party to a Joinder Agreement Party agrees that Cummins Abbott shall have no obligation or Liability to any Person for any action taken or omitted by Cummins Abbott in good faith, and each AbbVie Subsidiary of Filtration that is a party to a Joinder Agreement Party agrees that Filtration AbbVie shall have no obligation or Liability to any Person for any action taken or omitted by Filtration AbbVie in good faith; and (b) Cummins Abbott shall be entitled to rely upon any document or other paper delivered by Filtration AbbVie as being authorized by each AbbVie Subsidiary of Filtration that is a party to a Joinder AgreementParty, and Filtration AbbVie shall be entitled to rely upon any document or other paper delivered by Cummins Abbott as being authorized by each Abbott Subsidiary of Cummins that is a party to a Joinder AgreementParty.

Attorney-in-Fact. Each Subsidiary of Cummins that executes a Joinder Agreement designates Subject to Airlines’ rights under Section 2.10, to the fullest extent permitted by applicable Law, Airlines hereby irrevocably constitutes and appoints Cummins Collateral Agent and any officer or agent thereof, with full power of substitution, as such party’s agent its true and lawful attorney-in-fact with full irrevocable power and authority to act for and on behalf of such party in the absolute discretion place and stead of CumminsAirlines and in the name of Airlines or in its own name, for the purpose of carrying out the provisions of this Agreement to take any appropriate action and each Subsidiary to execute any document or instrument that may be necessary or desirable to preserve the validity, perfection and priority of Filtration that executes a Joinder the Liens granted by this Agreement designates and, following any Event of Default under the Indenture, to exercise its rights, remedies, powers and appoints Filtration privileges under this Agreement. To the fullest extent permitted by applicable Law, this appointment as such party’s agent and attorney-in-fact is irrevocable and coupled with full an interest. Without limiting the generality of the foregoing, Airlines hereby gives Collateral Agent the power and authority to act for and right, on behalf of such party in Airlines, without notice to or assent by Airlines, upon the absolute discretion occurrence and during the continuation of Filtrationany Event of Default, (i) to execute, in each case connection with any sale or disposition of the Collateral under Article II, any endorsements, assignments, bills of sale or other instruments of conveyance or transfer with respect to all matters relating or any part of the Collateral, (ii) pay or discharge taxes and Liens levied or placed on or threatened against the Collateral, (iii) execute, in connection with any sale provided for in Article II, any endorsement, assignment or other instrument of conveyance or transfer with respect to this Agreementthe Collateral, including execution and delivery of (iv) (A) defend any amendmentsuit, supplementaction or proceeding brought against Airlines with respect to any Collateral, modification (B) settle, compromise or termination of this Agreement adjust any such suit, action or proceeding and, in connection therewith, give such discharges or releases as Collateral Agent may deem appropriate, and (C) generally, sell, transfer, pledge and make any waiver of agreement with respect to or otherwise deal with any claim Collateral as fully and completely as though Collateral Agent were the absolute owner thereof for all purposes, and do, at Collateral Agent’s option and Airlines’ reasonable expense, at any time, or right arising out from time to time, all acts and things that Collateral Agent deems necessary to protect, preserve or realize upon the Collateral and Collateral Agent’s and the Securityholders’ security interests therein and to effect the intent of this Agreement, agreeing on the Service Charges from time to time all as fully and any adjustments thereto, and, in general, to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions, and other instruments contemplated by or deemed advisable to effectuate the provisions of this Section 8.14. In addition, the Parties agree that: (a) this appointment and grant of power and authority is coupled with an interest and is in consideration of the mutual covenants made in this Agreement and is irrevocable and will not be terminated by any act of any Subsidiary that is a party or by operation of Law or by the occurrence of any other event. Each Subsidiary of Cummins that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Cummins pursuant to this Section 8.14, and each Subsidiary of Filtration that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Filtration pursuant to this Section 8.14. Each Subsidiary of Cummins that is a party to a Joinder Agreement agrees that Cummins shall have no obligation or Liability to any Person for any action taken or omitted by Cummins in good faith, and each Subsidiary of Filtration that is a party to a Joinder Agreement agrees that Filtration shall have no obligation or Liability to any Person for any action taken or omitted by Filtration in good faith; and (b) Cummins shall be entitled to rely upon any document or other paper delivered by Filtration effectively as being authorized by each Subsidiary of Filtration that is a party to a Joinder Agreement, and Filtration shall be entitled to rely upon any document or other paper delivered by Cummins as being authorized by each Subsidiary of Cummins that is a party to a Joinder AgreementAirlines might do.

Attorney-in-Fact. Each Subsidiary (a) Without limiting any rights or powers granted by this Agreement to the Collateral Agent, the Pledgor hereby appoints the Collateral Agent, on behalf of Cummins that executes a Joinder Agreement designates the Secured Parties, or any Person, officer or agent whom the Collateral Agent may designate, as its true and appoints Cummins as such party’s agent and lawful attorney-in-fact and proxy, with full irrevocable power and authority to act for and on behalf of such party in the absolute discretion place and stead of Cumminsthe Pledgor and in the name of the Pledgor or in its own name, at the Pledgor’s sole cost and each Subsidiary expense, from time to time to take any action and to execute any instrument which may be necessary or reasonably advisable to enforce its rights under this Agreement upon and during the continuation of Filtration that executes a Joinder Agreement designates and appoints Filtration an Event of Default. This appointment as such party’s agent and attorney-in-fact is irrevocable and coupled with full an interest. Without limiting the generality of the foregoing, the Pledgor hereby gives the Collateral Agent the power and authority to act for and right, on behalf of the Pledgor, without notice to or assent by the Pledgor, upon the occurrence and during the continuation of an Event of Default, (i) to ask, demand, collect, sxx for, recover, receive and give receipt and discharge for amounts due and to become due under and in respect of all or any part of the Pledged Collateral, (ii) to file any claims or take any action or proceeding that the Collateral Agent may deem necessary or advisable for the collection of all or any part of the Pledged Collateral, (iii) to execute, in connection with any sale or disposition of the Pledged Collateral under Article V, any endorsements, assignments or other instruments of conveyance or transfer with respect to all or any part of the Pledged Collateral, (iv) direct any party liable for any payment under any Pledged Collateral to make payment of any monies due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall direct, (v) commence and prosecute any suit, action or proceeding at law or in equity in any court of competent jurisdiction to collect any Pledged Collateral and to enforce any other right in respect of any Pledged Collateral, (vi) defend any suit, action or proceeding brought against the Pledgor with respect to any Pledged Collateral, (vii) settle, compromise or adjust any such party suit, action or proceeding and, in connection therewith, give such discharges or releases as the Collateral Agent may deem appropriate, and (viii) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any Pledged Collateral as fully and completely as though the Collateral Agent were the absolute discretion owner thereof for all purposes, and do, at the Collateral Agent’s option and the Pledgor’s expense, at any time, or from time to time, all acts and things that the Collateral Agent reasonably deems necessary to protect, preserve or realize upon the Pledged Collateral and the Collateral Agent’s and the other Secured Parties’ Liens thereon and to effect the intent of Filtrationthis Agreement, all as fully and effectively as the Pledgor might do. (b) The Pledgor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof, in each case with respect to all matters relating to this Agreement, including execution and delivery of any amendment, supplement, modification or termination of this Agreement and any waiver of any claim or right arising out of this Agreement, agreeing on the Service Charges from time to time and any adjustments thereto, and, in general, to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions, and other instruments contemplated by or deemed advisable to effectuate the provisions of this Section 8.14. In addition, the Parties agree that: (a) this appointment and grant of power and authority is coupled with an interest and is in consideration of the mutual covenants made in this Agreement and is irrevocable and will not be terminated by any act of any Subsidiary that is a party or by operation of Law or by the occurrence of any other event. Each Subsidiary of Cummins that is a party to a Joinder Agreement hereby consents pursuant to the taking of any powers granted hereunder. The Pledgor hereby acknowledges and all actions and agrees that the making of all decisions required or permitted Collateral Agent shall have no fiduciary duties to be taken or made by Cummins the Pledgor in acting pursuant to this Section 8.14, and each Subsidiary of Filtration that is a party to a Joinder Agreement hereby consents to the taking of any and all actions power-of-attorney and the making Pledgor hereby waives any claims or rights of all decisions required or permitted to be taken or made by Filtration pursuant to this Section 8.14. Each Subsidiary a beneficiary of Cummins that is a party to a Joinder Agreement agrees that Cummins shall have no obligation or Liability to any Person for any action taken or omitted by Cummins in good faith, and each Subsidiary of Filtration that is a party to a Joinder Agreement agrees that Filtration shall have no obligation or Liability to any Person for any action taken or omitted by Filtration in good faith; and (b) Cummins shall be entitled to rely upon any document or other paper delivered by Filtration as being authorized by each Subsidiary of Filtration that is a party to a Joinder Agreement, and Filtration shall be entitled to rely upon any document or other paper delivered by Cummins as being authorized by each Subsidiary of Cummins that is a party to a Joinder Agreementfiduciary relationship hereunder.

Attorney-in-Fact. Each Subsidiary of Cummins that executes a Joinder Agreement designates Subject to the proviso set forth below, Member hereby constitutes and appoints Cummins as such party’s agent 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 of Member, with full power (in the name of Member or otherwise) to enforce all rights of Member with respect to the Collateral, including, without limitation, the right: (a) to ask, require, demand, receive, compound and authority give acquittance for any and all moneys and claims for money due and to become due under or arising out of the Collateral; (b) to elect remedies with respect to the Collateral and to receive, endorse and collect upon any checks or other instruments or orders in connection therewith; (c) to vote, demand, receive and enforce Member’s rights and powers with respect to the Collateral; (d) to do any and every act which Member might do on its behalf with respect to the Collateral or any part thereof; (e) to give appropriate receipts, releases and satisfactions for and on behalf of such party and in the absolute discretion name of CumminsMember or, and each Subsidiary at the option of Filtration that executes a Joinder Agreement designates and appoints Filtration as such party’s agent and attorney-in-fact with full power and authority to act for and on behalf of such party Collateral Agent, in the absolute discretion name of FiltrationCollateral Agent, in each case with respect to all matters relating to the same force and effect as Member could do if this Agreement, including execution and delivery of any amendment, supplement, modification or termination of this Pledge Agreement and any waiver of any claim or right arising out of this Agreement, agreeing on the Service Charges from time to time and any adjustments thereto, and, in general, to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions, and other instruments contemplated by or deemed advisable to effectuate the provisions of this Section 8.14. In addition, the Parties agree that:had not been made; (af) this appointment to make, execute, deliver and grant file all conveyances, assignments and transfers of Collateral; and (g) to file any claims or take any action or institute any proceedings in connection therewith which Collateral Agent may deem to be necessary or advisable; provided, however, that until such time as an Event of Default has occurred and is continuing, Collateral Agent shall not exercise any of the aforementioned rights. Pursuant to such power of attorney, if an Event of Default has occurred and authority is continuing, Collateral Agent shall, (at the direction of the Required Lenders), itself perform, or cause the performance of, any obligations of Member. This power of attorney is a power coupled with an interest and is irrevocable until the indefeasible payment and performance in consideration full in cash of the mutual covenants made in this Agreement Secured Obligations. Member hereby approves, ratifies and is irrevocable confirms each lawful act and will not be terminated by any act deed of any Subsidiary that is a party or by operation of Law for Collateral Agent done or by the occurrence of any other event. Each Subsidiary of Cummins that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Cummins done pursuant to this Section 8.14to, and each Subsidiary in accordance with, this appointment and Applicable Laws as the authorized act and deed of Filtration that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Filtration pursuant to this Section 8.14. Each Subsidiary of Cummins that is a party to a Joinder Agreement agrees that Cummins shall have no obligation or Liability to any Person for any action taken or omitted by Cummins in good faith, and each Subsidiary of Filtration that is a party to a Joinder Agreement agrees that Filtration shall have no obligation or Liability to any Person for any action taken or omitted by Filtration in good faith; and (b) Cummins shall be entitled to rely upon any document or other paper delivered by Filtration as being authorized by each Subsidiary of Filtration that is a party to a Joinder Agreement, and Filtration shall be entitled to rely upon any document or other paper delivered by Cummins as being authorized by each Subsidiary of Cummins that is a party to a Joinder AgreementMember.

Attorney-in-Fact. Each Subsidiary of Cummins that executes a Joinder Agreement designates and appoints Cummins as such party’s agent and attorney-in-fact with full power and authority to act for and on behalf of such party in the absolute discretion of CumminsASSIGNOR HEREBY NOMINATES AND IRREVOCABLY DESIGNATES AND APPOINTS AGENT ITS TRUE AND LAWFUL AGENT AND ATTORNEY IN FACT (WITH FULL POWER OF SUBSTITUTION), and each Subsidiary of Filtration that executes a Joinder Agreement designates and appoints Filtration as such party’s agent and attorney-in-fact with full power and authority to act for and on behalf of such party in the absolute discretion of FiltrationWHICH APPOINTMENT IS COUPLED WITH AN INTEREST, in each case with respect to all matters relating to this AgreementEITHER IN THE NAME OF AGENT OR IN THE NAME OF ASSIGNOR, including execution and delivery of any amendmentAS THE CASE MAY BE, supplementAT ASSIGNOR’S SOLE COST AND EXPENSE, modification or termination of this Agreement and any waiver of any claim or right arising out of this Agreement, agreeing on the Service Charges from time to time and any adjustments thereto, and, in general, to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions, and other instruments contemplated by or deemed advisable to effectuate the provisions of this Section 8.14. In addition, the Parties agree thatTO TAKE ANY OF THE FOLLOWING ACTIONS: (a) To do all acts and things and execute all documents which Agent may deem necessary or advisable to perfect and continue perfected the security interest created by this appointment Assignment and grant of power to preserve, process, develop, maintain and authority is coupled with an protect the Collateral and the value thereof and Agent’s interest therein, including, without limitation, preparing, signing, filing and is recording, for Assignor in consideration of the mutual covenants made in this Agreement and is irrevocable and will not be terminated by any act Assignor’s name, or for Assignor on behalf of any Subsidiary that Maker or other Person liable with respect to such obligations, any financing statement covering or constituting the Collateral, or any portion thereof; (b) To do any and every act which Assignor is a party obligated to do under this Assignment; (c) Whether before or by operation of Law or by after the occurrence of an Event of Default, to ask for, demand, xxx for, attach, levy, settle, compromise, collect, compound, recover, receive and give receipt and acquittances for any other event. Each Subsidiary of Cummins that is a party to a Joinder Agreement hereby consents and all sums owing or which may become due with respect to the taking Collateral; to endorse, in the name of Assignor, all checks, notes, drafts, money orders, evidences of payment, or other instruments received in payment of, or on account of, the Collateral or any portion thereof; and to take any and all actions as Agent may deem necessary or desirable in order to realize upon the Collateral, or any portion thereof, including, without limitation, making any statements and doing or taking any acts on behalf of Assignor which are otherwise required of Assignor under the making terms of all decisions required the Collateral or permitted to be taken or made by Cummins pursuant to this Section 8.14, and each Subsidiary of Filtration that is a party to a Joinder Agreement hereby consents any portion thereof as conditions precedent to the taking payment of the obligations evidenced by, or to the exercise of, the Collateral or any portion thereof; and all actions to exercise any rights and remedies available under the making of all decisions required or permitted Collateral Documents and to be taken or made by Filtration pursuant to this Section 8.14. Each Subsidiary of Cummins that is a party to a Joinder Agreement agrees that Cummins shall have no obligation or Liability to any Person for any action taken or omitted by Cummins in good faith, and each Subsidiary of Filtration that is a party to a Joinder Agreement agrees that Filtration shall have no obligation or Liability to any Person for any action taken or omitted by Filtration in good faith; and (b) Cummins shall be entitled to rely upon execute any document or other paper delivered by Filtration as being authorized by each Subsidiary of Filtration that is a party to a Joinder Agreementinstrument which Agent may deem necessary or desirable in connection therewith, including pleadings, consent orders, stipulations, and Filtration shall be entitled other documents and instruments which Agent may deem necessary or desirable in connection with judicial or nonjudicial foreclosure of any deed of trust, mortgage, deed to rely upon any document secure debt, assignment, pledge or other paper delivered by Cummins as being authorized by each Subsidiary of Cummins that is a party security agreement included within the Collateral Documents or other legal actions or proceedings with respect to a Joinder Agreement.the Collateral or the Maker. IN ADDITION, ASSIGNOR HEREBY IRREVOCABLY DESIGNATES AND APPOINTS AGENT ITS TRUE AND LAWFUL ATTORNEY-IN-FACT WITH FULL POWER OF SUBSTITUTION EITHER IN THE NAME OF AGENT OR ASSIGNOR WHICH POWER IS COUPLED WITH AN INTEREST TO (I) SIGN ASSIGNOR’S NAME ON ANY COLLATERAL, DRAFTS AGAINST ACCOUNT DEBTORS, ASSIGNMENTS, ANY PROOF OF CLAIM IN ANY BANKRUPTCY OR OTHER INSOLVENCY PROCEEDING INVOLVING ANY ACCOUNT DEBTOR, ANY NOTICE OF LIEN, CLAIM OF LIEN OR ASSIGNMENT OR SATISFACTION OF LIEN, OR ON ANY FINANCING STATEMENT OR CONTINUATION STATEMENT UNDER THE UNIFORM COMMERCIAL CODE; (II) SEND VERIFICATIONS OF ACCOUNTS RECEIVABLE TO ANY ACCOUNT DEBTOR; AND

Attorney-in-Fact. Each Subsidiary Without limiting any rights or powers granted by this Agreement to the Collateral Agent while no Event of Cummins that executes a Joinder Agreement designates Default has occurred and is continuing, upon the occurrence and during the continuance of any Event of Default, for the purposes of allowing the Collateral Agent to exercise its rights and remedies hereunder and under the Loan Documents, such Grantor hereby constitutes and appoints Cummins as such party’s agent the Collateral Agent its true and lawful attorney-in-fact (such appointment being irrevocable and coupled with an interest), with full power of substitution and with full authority to act for in the place and on behalf stead of such party Grantor and in the absolute discretion of Cummins, and each Subsidiary of Filtration that executes a Joinder Agreement designates and appoints Filtration as such party’s agent and attorney-in-fact with full power and authority to act for and on behalf name of such party in Grantor to take any action and to execute any instrument that the absolute discretion of Filtration, in each case with respect Collateral Agent may deem reasonably necessary or advisable to all matters relating to this Agreement, including execution and delivery of any amendment, supplement, modification or termination of this Agreement and any waiver of any claim or right arising out accomplish the purposes of this Agreement, agreeing on the Service Charges from time to time and any adjustments theretoincluding, and, in general, to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions, and other instruments contemplated by or deemed advisable to effectuate the provisions of this Section 8.14. In additionwithout limitation, the Parties agree thatfollowing: (a) this appointment to obtain and grant adjust insurance required to be maintained by such Grantor under the Loan Agreement or paid to the Collateral Agent pursuant to the Loan Agreement; (b) to request, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of power and authority is coupled with an interest and is in consideration any of the mutual covenants made Collateral; (c) to receive, endorse and collect any drafts or other instruments, documents and chattel paper in this Agreement and is irrevocable and will not be terminated by connection with clause (b) above; (d) to file any act claims or take any action or institute any proceedings that the Collateral Agent may deem necessary or desirable for the collection of any Subsidiary that is a party of the Collateral or by operation otherwise to enforce the rights of Law the Collateral Agent with respect to any of the Collateral; (e) to prepare and file any UCC financing statements against such Grantor as debtor; (f) to take or by the occurrence of any other event. Each Subsidiary of Cummins that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted cause to be taken all actions necessary to perform or comply or cause performance or compliance with the terms of this Agreement, including, without limitation, access to pay or discharge taxes or Liens (other than the Liens created in favor of the Collateral Agent for the benefit of the Secured Parties) levied or placed upon or threatened against the Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by the Collateral Agent in its sole discretion, any such payments made by Cummins pursuant the Collateral Agent to this Section 8.14, and each Subsidiary become obligations of Filtration that is a party to a Joinder Agreement hereby consents such Grantor to the taking of any Collateral Agent, due and all actions and the making of all decisions required or permitted to be taken or made by Filtration pursuant to this Section 8.14. Each Subsidiary of Cummins that is a party to a Joinder Agreement agrees that Cummins shall have no obligation or Liability to any Person for any action taken or omitted by Cummins in good faith, and each Subsidiary of Filtration that is a party to a Joinder Agreement agrees that Filtration shall have no obligation or Liability to any Person for any action taken or omitted by Filtration in good faithpayable immediately without demand; and (bg) Cummins shall be entitled to rely upon sell, transfer, pledge, make any document agreement with respect to or other paper delivered by Filtration otherwise deal with any of the Collateral as being authorized by each Subsidiary fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes (but subject to the terms of Filtration that is a party to a Joinder this Agreement, and Filtration shall be entitled to rely upon any document or other paper delivered by Cummins as being authorized by each Subsidiary of Cummins that is a party to a Joinder Agreement).

Attorney-in-Fact. Each Subsidiary of Cummins that executes a Joinder Agreement designates The Borrower hereby constitutes and appoints Cummins the Lender, or any other person whom the Lender may designate, as the Borrower's attorney-in-fact, at the Borrower's sole cost and expense, to exercise (1) at any time (without notice to the Borrower and irrespective of whether any Event of Default shall have occurred hereunder) all or any of the following powers, and (2) at any time after the occurrence of an Event of Default hereunder, all of the powers set forth in Section 5.03, all of which powers, being coupled with an interest, shall be irrevocable until the Lender's security interest shall have been terminated in writing as set forth in Section 6.07 of this Agreement: (a) to receive, take, endorse, assign and deliver in the Lender's name or in the name of the Borrower any and all checks, notes, drafts and other instruments relating to Accounts, (b) to receive, open and dispose of all mail addressed to the Borrower and to notify postal authorities to change the address for the delivery thereof to such party’s agent address as the Lender may designate; (c) to transmit to Purchasers notice of the Lender's interest in the Accounts and to demand and receive from such Purchasers at any time, in the name of the Lender or of the Borrower or of the designee of the Lender, information concerning the Accounts and the amounts owing thereon; (d) to notify Purchasers to make payments on the Accounts directly to the Lender or to a lock box designated by Lender; and (e) to take or to bring, in the name of the Lender or in the name of the Borrower, all steps, action, suits or proceedings deemed by the Lender necessary or desirable to effect collection of the Accounts. All acts of such attorney-in-fact with full power and authority to act for and on behalf of such party in the absolute discretion of Cummins, and each Subsidiary of Filtration that executes a Joinder Agreement designates and appoints Filtration as such party’s agent and attorney-in-fact with full power and authority to act for and on behalf of such party in the absolute discretion of Filtration, in each case with respect to all matters relating to this Agreement, including execution and delivery of any amendment, supplement, modification or termination of this Agreement and any waiver of any claim or right arising out of this Agreement, agreeing on the Service Charges from time to time and any adjustments thereto, and, in general, to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions, and other instruments contemplated by or deemed advisable to effectuate the provisions of this Section 8.14. In addition, the Parties agree that: (a) this appointment and grant of power and authority is coupled with an interest and is in consideration of the mutual covenants made in this Agreement and is irrevocable and will not be terminated by any act of any Subsidiary that is a party or by operation of Law or by the occurrence of any other event. Each Subsidiary of Cummins that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be designee taken or made by Cummins pursuant to this Section 8.14or Section 5.03 are hereby ratified and approved by the Borrower, and each Subsidiary of Filtration that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required said attorney or permitted to designee shall not be taken or made by Filtration pursuant to this Section 8.14. Each Subsidiary of Cummins that is a party to a Joinder Agreement agrees that Cummins shall have no obligation or Liability to any Person liable for any action taken acts or omitted by Cummins in good faith, and each Subsidiary of Filtration that is a party to a Joinder Agreement agrees that Filtration shall have no obligation or Liability to any Person omissions nor for any action taken error of judgment or omitted by Filtration in good faith; and (b) Cummins shall be entitled to rely upon any document mistake of fact or other paper delivered by Filtration as being authorized by each Subsidiary of Filtration that is a party to a Joinder Agreement, and Filtration shall be entitled to rely upon any document or other paper delivered by Cummins as being authorized by each Subsidiary of Cummins that is a party to a Joinder Agreementlaw.

Attorney-in-Fact. Each Subsidiary In an Event of Cummins that executes a Joinder Agreement designates Default and appoints Cummins after all cure periods are exhausted and upon thirty (30) days’ written notice from RBL, Co-Borrowers hereby irrevocably constitute and appoint RBL and any officer or agent thereof, with full power of substitution, as such party’s agent Co-Borrowers’ true and lawful attorney-in-fact with full irrevocable power and authority in its place and stead and in its name or in RBL's own name, from time to act time in RBL's discretion, for and on behalf the purpose of such party in carrying out the absolute discretion of Cummins, and each Subsidiary of Filtration that executes a Joinder Agreement designates and appoints Filtration as such party’s agent and attorney-in-fact with full power and authority to act for and on behalf of such party in the absolute discretion of Filtration, in each case with respect to all matters relating to this Agreement, including execution and delivery of any amendment, supplement, modification or termination of this Agreement and any waiver of any claim or right arising out terms of this Agreement, agreeing to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby grants to RBL the power and right, on behalf of Co-Borrowers, without notice to or assent: (a) to execute, file and record all such financing statements, certificates of title and other certificates of registration and operation and similar documents and instruments as RBL may reasonably deem necessary or desirable to protect, perfect and validate RBL's security interest in the Service Charges Collateral; and (b) upon the occurrence and during the continuance of an Event of Default (i) to receive, collect, take, endorse, sign, and deliver in Co-Borrowers’ or RBL's name, any and all checks, notes, drafts, or other documents or instruments relating to the Collateral (ii) to notify postal authorities to change the address for delivery of Co-Borrowers’ mail to an address designated by RBL, (iii) to open such mail delivered to the designated address, (iv) to sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts and other documents relating to the Collateral; (v) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any part thereof and to enforce any other right in respect of any Collateral; (vi) to defend any suit, action or proceeding brought with respect to any Collateral; (vii) to negotiate, settle, compromise or adjust any account, suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as RBL may deem appropriate; and (viii) generally, to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though RBL were the absolute owner thereof for all purposes, and to do, at RBL's option, at any time or from time to time time, all acts and any adjustments theretothings which RBL deems necessary to protect, andpreserve or realize upon the Collateral and RBL's security interest therein, in general, order to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions, and other instruments contemplated by or deemed advisable to effectuate effect the provisions intent of this Section 8.14. In addition, the Parties agree that: (a) this appointment and grant of power and authority is coupled with an interest and is in consideration of the mutual covenants made in this Agreement and is irrevocable and will not be terminated by any act of any Subsidiary that is a party or by operation of Law or by the occurrence of any other event. Each Subsidiary of Cummins that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Cummins pursuant to this Section 8.14, and each Subsidiary of Filtration that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Filtration pursuant to this Section 8.14. Each Subsidiary of Cummins that is a party to a Joinder Agreement agrees that Cummins shall have no obligation or Liability to any Person for any action taken or omitted by Cummins in good faith, and each Subsidiary of Filtration that is a party to a Joinder Agreement agrees that Filtration shall have no obligation or Liability to any Person for any action taken or omitted by Filtration in good faith; and (b) Cummins shall be entitled to rely upon any document or other paper delivered by Filtration as being authorized by each Subsidiary of Filtration that is a party to a Joinder Agreement, and Filtration shall be entitled to rely upon any document or other paper delivered by Cummins as being authorized by each Subsidiary of Cummins that is a party to a Joinder Agreement.

Attorney-in-Fact. Each Subsidiary Without limiting any rights or powers granted by this Agreement to Lender while no Event of Cummins that executes a Joinder Agreement designates Default has occurred and appoints Cummins as such party’s agent is continuing, upon the occurrence and attorney-in-fact with full power and authority to act for and on behalf of such party in during the absolute discretion of Cummins, and each Subsidiary of Filtration that executes a Joinder Agreement designates and appoints Filtration as such party’s agent and attorney-in-fact with full power and authority to act for and on behalf of such party in the absolute discretion of Filtration, in each case with respect to all matters relating to this Agreement, including execution and delivery continuance of any amendment, supplement, modification or termination Event of this Agreement and any waiver Default Lender is hereby appointed the attorney‑in‑fact of any claim or right arising Pledgor for the purpose of carrying out of this Agreement, agreeing on the Service Charges from time to time and any adjustments thereto, and, in general, to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions, and other instruments contemplated by or deemed advisable to effectuate the provisions of this Section 8.14. In addition10 and taking any action and executing any instruments which Lender may deem necessary or advisable to accomplish the purposes hereof (including, without limitation, (i) 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 Parties agree that: Collateral; (aii) to receive, endorse and collect any drafts or other instruments, documents and chattel paper in connection with clause (i) above; (iii) to file any claims or take any action or institute any proceedings that the Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of Lender, with respect to any of the Collateral; and (iv) to execute, in connection with the sale provided for in this Section 8 or in Section 9 any endorsement, assignments, or other instruments of conveyance or transfer with respect to the Collateral) which appointment as attorney‑in‑fact is irrevocable and grant of power and authority is coupled with an interest and is in consideration interest. Without limiting the generality of the mutual covenants made in this Agreement and is irrevocable and will not be terminated by any act of any Subsidiary that is a party or by operation of Law or by the occurrence of any other event. Each Subsidiary of Cummins that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Cummins pursuant to this Section 8.14foregoing, and each Subsidiary of Filtration that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Filtration pursuant to this Section 8.14. Each Subsidiary of Cummins that is a party to a Joinder Agreement agrees that Cummins shall have no obligation or Liability to any Person for any action taken or omitted by Cummins in good faith, and each Subsidiary of Filtration that is a party to a Joinder Agreement agrees that Filtration shall have no obligation or Liability to any Person for any action taken or omitted by Filtration in good faith; and (b) Cummins so long as Lender shall be entitled under this Section 8 to rely upon collect and receive any document payments in respect of the Collateral, Lender shall have the right and power to receive, endorse and collect all checks made payable to the order of Pledgor representing any payment or other paper delivered distribution in respect of the Collateral or any part thereof and to give full discharge for the same. If so requested by Filtration Lender, Pledgor shall ratify and confirm any such sale or transfer by executing and delivering to Lender at Pledgor’s expense all proper deeds, bills of sale, instruments of assignment, conveyance of transfer and releases as being authorized by each Subsidiary of Filtration that is a party to a Joinder Agreement, and Filtration shall may be entitled to rely upon designated in any document or other paper delivered by Cummins as being authorized by each Subsidiary of Cummins that is a party to a Joinder Agreementsuch request.

Attorney-in-Fact. Each Subsidiary of Cummins that executes a Joinder (a) Without limiting any rights or powers granted by this Agreement designates to the Collateral Agent, the Grantor hereby irrevocably constitutes and appoints Cummins the Collateral Agent and any officer or agent thereof, with full power of substitution, as such party’s agent its true and lawful attorney-in-fact with full irrevocable power and authority to act for and on behalf of such party in the absolute discretion place and stead of Cumminsthe Grantor and in the name of the Grantor or in its own name, at the Grantor’s sole cost and each Subsidiary expense, for the purpose of Filtration carrying out the provisions of this Agreement upon the occurrence and during the continuation of a Fundamental Event of Default, or otherwise as contemplated by Section 4.06 and Section 5.01, to (a) take any appropriate action and to execute any document or instrument that executes a Joinder may be necessary or desirable to accomplish the terms of this Agreement, (b) preserve the validity and perfection of the Liens granted by this Agreement designates and appoints Filtration (c) exercise its rights, remedies, powers and privileges under this Agreement. This appointment as such party’s agent and attorney-in-fact is irrevocable and coupled with full an interest. Without limiting the generality of the foregoing, the Grantor hereby gives the Collateral Agent the power and authority to act for and right, on behalf of the Grantor, without notice to or assent by the Grantor, upon the occurrence and during the continuation of a Fundamental Event of Default (or as otherwise provided in Section 4.06 or Section 5.01), to: (i) ask, demand, collect, sue for, recover, receive and give receipt and discharge for amounts due and to become due under and in respect of all or any part of the Collateral, (ii) file any claims or take any other action that the Collateral Agent may deem necessary or advisable for the collection of all or any part of the Collateral, (iii) execute, in connection with any sale or disposition of the Collateral under this Agreement, any endorsements, assignments, bills of sale or other instruments of conveyance or transfer with respect to all or any part of the Collateral, (iv) pay or discharge Taxes and Liens levied or placed on or threatened against the Collateral (other than a Lien of the type referenced in clause (a)(i) of the definition of Permitted Lien), effect any repair or pay or discharge any insurance called for by the terms of this Agreement or the other Secured Obligation Documents (including all or any part of the premiums therefor and the costs thereof), (v) direct any party liable for any payment under any Collateral to make payment of any moneys due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall direct, (vi) sign and indorse any invoice, freight or express bill, bill of lading, storage or warehouse receipt, draft against debtors, assignment, verification, notice or other document in connection with any Collateral, (vii) commence and prosecute any suit, action or proceeding at law or in equity in any court of competent jurisdiction to collect any Collateral and to enforce any other right in respect of any Collateral, (viii) defend any suit, action or proceeding brought against the Grantor with respect to any Collateral, (ix) settle, compromise or adjust any such party suit, action or proceeding and, in connection therewith, give such discharges or releases as the Collateral Agent may deem appropriate, and (x) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any Collateral as fully and completely as though the Collateral Agent were the absolute discretion owner thereof for all purposes, and do, at the Collateral Agent’s option and the expense of Filtrationthe Grantor, at any time, or from time to time, all acts and things that the Collateral Agent reasonably deems necessary to protect, preserve or realize upon the Collateral and the Collateral Agent’s and the other Secured Parties’ Liens thereon and to effect the terms of this Agreement, all as fully and effectively as the Grantor might do. (b) The Grantor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof, in each case with respect pursuant to all matters relating to this Agreement, including execution the powers granted hereunder. Upon the occurrence and delivery during the continuation of any amendment, supplement, modification a Fundamental Event of Default (or termination of this Agreement and any waiver of any claim as otherwise provided in Section 4.06 or right arising out of this Agreement, agreeing on the Service Charges from time to time and any adjustments thereto, and, in general, to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions, and other instruments contemplated by or deemed advisable to effectuate the provisions of this Section 8.14. In addition5.01), the Parties agree that: (a) this appointment Grantor hereby acknowledges and grant of power and authority is coupled with an interest and is in consideration of agrees that the mutual covenants made in this Agreement and is irrevocable and will not be terminated by any act of any Subsidiary that is a party or by operation of Law or by the occurrence of any other event. Each Subsidiary of Cummins that is a party to a Joinder Agreement hereby consents Collateral Agent shall have no fiduciary duties to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Cummins Grantor in acting pursuant to this Section 8.14, and each Subsidiary power of Filtration that is a party to a Joinder Agreement hereby consents to the taking of any and all actions attorney and the making Grantor hereby waive any claims or rights of all decisions required or permitted to be taken or made by Filtration pursuant to this Section 8.14. Each Subsidiary a beneficiary of Cummins that is a party to a Joinder Agreement agrees that Cummins shall have no obligation or Liability to any Person for any action taken or omitted by Cummins in good faith, and each Subsidiary of Filtration that is a party to a Joinder Agreement agrees that Filtration shall have no obligation or Liability to any Person for any action taken or omitted by Filtration in good faith; and (b) Cummins shall be entitled to rely upon any document or other paper delivered by Filtration as being authorized by each Subsidiary of Filtration that is a party to a Joinder Agreement, and Filtration shall be entitled to rely upon any document or other paper delivered by Cummins as being authorized by each Subsidiary of Cummins that is a party to a Joinder Agreementfiduciary relationship hereunder.

Attorney-in-Fact. Each Subsidiary Borrower hereby appoints Agent and any designee of Cummins that executes a Joinder Agreement designates and appoints Cummins Agent as such partyBorrower’s agent and attorney-in-fact and authorizes Agent or such designee, at Borrower’s sole expense, to exercise at any time in Agent’s or such designee’s discretion all or any of the following powers, which powers of attorney, being coupled with full power an interest, shall be irrevocable until all Obligations have been paid in full: (a) after the occurrence of an Event of Default, receive, take, endorse, assign, deliver, accept and authority to act for and on behalf of such party deposit, in the absolute discretion name of CumminsAgent for the benefit of the Lenders or Borrower, any and all cash, checks, commercial paper, drafts, remittances and other instruments and documents relating to the Collateral or the proceeds thereof, (b) after the occurrence of an Event of Default, transmit to account debtors, other obligors or any bailees notice of the interest of Agent for the benefit of Lenders and Lenders in the Collateral or request from account debtors or such other obligors or bailees at any time, in the name of Borrower or Agent or any designee of Agent, information concerning the Collateral and any amounts owing with respect thereto, (c) after the occurrence of an Event of Default, notify account debtors or other obligors to make payment directly to Agent for the benefit of Lenders, or notify bailees as to the disposition of Collateral, (d) after the occurrence of an Event of Default, take or bring, in the name of Agent or Borrower, all steps, actions, suits or proceedings deemed by Agent necessary or desirable to effect collection of or other realization upon the accounts and other Collateral, (e) after an Event of Default, change the address for delivery of mail to Borrower and receive and open mail addressed to Borrower, (f) after an Event of Default, extend the time of payment of, compromise or settle for cash, credit, return of merchandise, and each Subsidiary upon any terms or conditions, any and all accounts or other Collateral which includes a monetary obligation and discharge or release the account debtor or other obligor, without affecting any of Filtration that executes a Joinder Agreement designates the Obligations, and appoints Filtration as such party’s agent and attorney-in-fact with full power and authority to act for and on behalf of such party (g) at all times execute in the absolute discretion name of Filtration, Borrower and file against Borrower in each case favor of Agent for the benefit of Lenders financing statements or amendments with respect to all matters relating to this Agreement, including execution and delivery of any amendment, supplement, modification or termination of this Agreement and any waiver of any claim or right arising out of this Agreement, agreeing on the Service Charges from time to time and any adjustments thereto, and, in general, to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions, and other instruments contemplated by or deemed advisable to effectuate the provisions of this Section 8.14. In addition, the Parties agree that: (a) this appointment and grant of power and authority is coupled with an interest and is in consideration of the mutual covenants made in this Agreement and is irrevocable and will not be terminated by any act of any Subsidiary that is a party or by operation of Law or by the occurrence of any other event. Each Subsidiary of Cummins that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Cummins pursuant to this Section 8.14, and each Subsidiary of Filtration that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Filtration pursuant to this Section 8.14. Each Subsidiary of Cummins that is a party to a Joinder Agreement agrees that Cummins shall have no obligation or Liability to any Person for any action taken or omitted by Cummins in good faith, and each Subsidiary of Filtration that is a party to a Joinder Agreement agrees that Filtration shall have no obligation or Liability to any Person for any action taken or omitted by Filtration in good faith; and (b) Cummins shall be entitled to rely upon any document or other paper delivered by Filtration as being authorized by each Subsidiary of Filtration that is a party to a Joinder Agreement, and Filtration shall be entitled to rely upon any document or other paper delivered by Cummins as being authorized by each Subsidiary of Cummins that is a party to a Joinder AgreementCollateral.

Attorney-in-Fact. Each Subsidiary of Cummins that executes a Joinder Agreement designates (a) Subject to Obligor's rights under Sections 2.13 through 2.16, Obligor hereby irrevocably constitutes and appoints Cummins the Collateral Agent and any officer or agent thereof, with full power of substitution, as such party’s agent its true and lawful attorney-in-fact with full irrevocable power and authority to act for and on behalf of such party in the absolute discretion place and stead of CumminsObligor and in the name of Obligor or in its own name, for the purpose of carrying out the provisions of this Agreement upon the occurrence and each Subsidiary during the continuation of Filtration an Event of Default, to (x) take any appropriate action and to execute any document or instrument that executes a Joinder may be necessary or desirable to accomplish the purposes of this Agreement, (y) preserve the validity, perfection and priority of the liens granted by this Agreement designates and, (z) exercise its rights, remedies, powers and appoints Filtration privileges under this Agreement. This appointment as such party’s agent and attorney-in-fact is irrevocable and coupled with full an interest. Without limiting the generality of the foregoing, Obligor hereby gives the Collateral Agent the power and authority to act for and right, on behalf of such party Obligor, without notice to or assent by Obligor, upon the occurrence and during the continuation of any Event of Default (i) to ask, demand, collect, xxx for, PLEDGE AND SECURITY AGREEMENT (ORMAT NEVADA) recover, receive and give receipt and discharge for amounts due and to become due under and in respect of all or any part of the absolute discretion Collateral, (ii) to file any claims or take any action or proceeding that the Collateral Agent may deem necessary or advisable for the collection of Filtrationall or any part of the Collateral, (iii) to execute, in each case connection with any sale or disposition of the Collateral under Article V, any endorsements, assignments, bills of sale or other instruments of conveyance or transfer with respect to all matters relating or any part of the Collateral, (iv) pay or discharge taxes and Liens levied or placed on or threatened against the Collateral (other than Permitted Liens), effect any repair or pay or discharge any insurance called for by the terms of this Agreement (including all or any part of the premiums therefor and the costs thereof), (v) execute, in connection with any sale provided for in Article V, any endorsement, assignment or other instrument of conveyance or transfer with respect to the collateral; and (vi) (A) direct any party liable for any payment under any Collateral to make payment of any moneys due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall direct, (B) ask or demand for, collect, and receive payment of and receipt for, any moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral, (C) sign and indorse any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipt, draft against debtors, assignment, verification, notice and other document in connection with any Collateral, (D) commence and prosecute any suit, action or proceeding at law or in equity in any court of competent jurisdiction to collect any Collateral and to enforce any other right in respect of any Collateral, (E) defend any suit, action or proceeding brought against Obligor with respect to any Collateral, (F) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or releases as the Collateral Agent may deem appropriate and (G) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any Collateral as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes, and do, at the Collateral Agent's option and Obligor's expense, at any time, or from time to time, all acts and things that the Collateral Agent reasonably deems necessary to protect, preserve or realize upon the Collateral and the Collateral Agent's and the other Secured Parties' security interests therein and to effect the intent of this Agreement, including execution all as fully and delivery effectively as Obligor might do. (b) Without limiting the rights and powers of any amendmentthe Collateral Agent under Section 2.12(a), supplementObligor hereby appoints the Collateral Agent as its attorney-in-fact, modification or termination effective the date of this Agreement and any waiver terminating upon the Discharge Date, for the purpose of, upon the occurrence and during the continuation of any claim an Event of Default, executing such other documents and instruments on behalf of, and taking such other action in the name of, Obligor as the Collateral Agent may deem necessary or right arising out advisable to accomplish the purposes of this AgreementAgreement (including the purpose of exercising the rights, agreeing on remedies, powers and privileges of the Service Charges from time to time Collateral Agent under Section 5.01). This appointment as attorney-in-fact is irrevocable and any adjustments thereto, and, coupled with an interest. (c) [Intentionally Omitted.] PLEDGE AND SECURITY AGREEMENT (ORMAT NEVADA) (d) The expenses of the Collateral Agent incurred in general, to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions, and other instruments contemplated by or deemed advisable to effectuate the provisions of connection with actions undertaken as provided in this Section 8.14. In addition2.12, together with interest thereon at a rate per annum equal to the Parties agree that:rate per annum at which interest would then be payable on past due Notes under the Indenture, from the date of payment by the Collateral Agent to the date reimbursed by Obligor, shall be payable by Obligor to the Collateral Agent on demand and shall constitute Secured Obligations and be secured by the Liens of the Collateral Documents. (ae) Obligor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. All powers, authorizations and agencies contained in this appointment and grant of power and authority is Agreement are coupled with an interest and is in consideration of the mutual covenants made in are irrevocable until this Agreement and is irrevocable and will not be terminated by any act of any Subsidiary that is a party or by operation of Law or by the occurrence of any other event. Each Subsidiary of Cummins that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Cummins pursuant to this Section 8.14, and each Subsidiary of Filtration that is a party to a Joinder Agreement security interests created hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Filtration pursuant to this Section 8.14. Each Subsidiary of Cummins that is a party to a Joinder Agreement agrees that Cummins shall have no obligation or Liability to any Person for any action taken or omitted by Cummins in good faith, and each Subsidiary of Filtration that is a party to a Joinder Agreement agrees that Filtration shall have no obligation or Liability to any Person for any action taken or omitted by Filtration in good faith; and (b) Cummins shall be entitled to rely upon any document or other paper delivered by Filtration as being authorized by each Subsidiary of Filtration that is a party to a Joinder Agreement, and Filtration shall be entitled to rely upon any document or other paper delivered by Cummins as being authorized by each Subsidiary of Cummins that is a party to a Joinder Agreementare released.

Attorney-in-Fact. Each Subsidiary of Cummins that executes a Joinder Without limiting any rights or powers granted by this Agreement to the Collateral Agent, each Grantor hereby irrevocably designates and appoints Cummins the Collateral Agent (and each of its designees and agents), on behalf of the Secured Parties, with full power of substitution, as such party’s agent the true and lawful attorney-in-fact of such Grantor, with full irrevocable power and authority to act for (upon the occurrence and on behalf during the continuance of such party in an Event of Default) take any or all of the absolute discretion of Cummins, and each Subsidiary of Filtration that executes a Joinder Agreement designates and appoints Filtration as such party’s agent and attorney-in-fact with full power and authority to act for and on behalf of such party in the absolute discretion of Filtration, in each case with respect to all matters relating to this Agreement, including execution and delivery of any amendment, supplement, modification or termination of this Agreement and any waiver of any claim or right arising out of this Agreement, agreeing on the Service Charges from time to time and any adjustments thereto, and, in general, to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions, and other instruments contemplated by or deemed advisable to effectuate the provisions of this Section 8.14. In addition, the Parties agree thatfollowing actions: (a) this appointment and grant Endorse a Grantor’s name on any Payment Item or other proceeds of power and authority is coupled with an interest and is in consideration Collateral (including proceeds of insurance) that come into Collateral Agent’s possession or control; (b) notify any account debtors of the mutual covenants made assignment of their Accounts, demand and enforce payment of Accounts by legal proceedings or otherwise, and generally exercise any rights and remedies with respect to Accounts; (c) settle, adjust, modify, compromise, discharge or release any Accounts or other Collateral, or any legal proceedings brought to collect Accounts or Collateral; (d) sell or assign any Accounts and other Collateral upon such terms, for such amounts and at such times as the Collateral Agent deems advisable; (e) collect, liquidate and receive balances in this Agreement Deposit Accounts, Securities Accounts or investment accounts (other than Trust Accounts), and take control, in any manner, of proceeds of Collateral; (f) prepare, file and sign the Company’s name to a proof of claim or other document in a bankruptcy of an account debtor, or to any notice, assignment or satisfaction of Lien or similar document; (g) receive, open and dispose of mail addressed to the Company, and notify postal authorities to deliver any such mail to an address designated by the Collateral Agent; (h) endorse any Chattel Paper, Document, Instrument, xxxx of lading, or other document or agreement relating to any Accounts, Inventory or other Collateral; (i) use the Company’s stationery and sign its name to verifications of Accounts and notices to account debtors; (j) use information contained in any data processing, electronic or information systems relating to Collateral; (k) make and adjust claims under insurance policies; (l) take any action as may be necessary or appropriate to obtain payment under any letter of credit, banker’s acceptance or other instrument for which the Company is irrevocable and will not be terminated by any act a beneficiary; (m) in the case of any Subsidiary that is a party or by operation of Law or by the occurrence of any other event. Each Subsidiary of Cummins that is a party to a Joinder Agreement hereby consents to the taking of Intellectual Property, execute and deliver, and have recorded, any and all actions agreements, instruments, documents and papers as the Collateral Agent may request to evidence the Collateral Agent's security interest in such Intellectual Property and the making goodwill and general intangibles of all decisions required such Grantor relating thereto or permitted to be taken represented thereby; (n) exercise any voting or made by Cummins pursuant to this Section 8.14, and each Subsidiary of Filtration that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required other rights under or permitted to be taken or made by Filtration pursuant to this Section 8.14. Each Subsidiary of Cummins that is a party to a Joinder Agreement agrees that Cummins shall have no obligation or Liability with respect to any Person for any action taken or omitted by Cummins in good faith, and each Subsidiary of Filtration that is a party to a Joinder Agreement agrees that Filtration shall have no obligation or Liability to any Person for any action taken or omitted by Filtration in good faithInvestment Property; and (bo) Cummins shall be entitled take all other actions as the Collateral Agent deems appropriate to rely upon any document or other paper delivered by Filtration as being authorized by each Subsidiary of Filtration that is a party to a Joinder Agreement, and Filtration shall be entitled to rely upon any document or other paper delivered by Cummins as being authorized by each Subsidiary of Cummins that is a party to a Joinder Agreementfulfill the Company’s obligations under the Financing Documents.

Attorney-in-Fact. Each Subsidiary of Cummins that executes a Joinder Agreement designates Debtor hereby irrevocably appoints the Trustee, its nominee, and appoints Cummins any other Person whom the Trustee may designate, as such party’s agent and Debtor's attorney-in-fact fact, with full power during the existence of any Event of Default, (i) to sign such Debtor's name on verifications of Accounts and authority other Collateral; (ii) to act 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 any other forms of payment or security that may come into the Trustee's possession or on any assignments, stock powers, or other instruments of transfer relating to the Collateral or any part thereof; (iv) to sign such Debtor's name on any invoice or bill of lading relating to any Collateral, on claims to enforce coxxxxtion 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 behalf of such party in public records; (v) to notify the absolute discretion of Cummins, and each Subsidiary of Filtration that executes a Joinder Agreement designates and appoints Filtration as such party’s agent and attorney-in-fact with full power and authority post office authorities to act change the address for and on behalf of such party in the absolute discretion of Filtration, in each case with respect to all matters relating to this Agreement, including execution and delivery of any amendmenteach Debtor's mail to an address designated by the Trustee; (vi) to receive, supplement, modification or termination open and dispose of this Agreement all mail addressed to such Debtor; and any waiver of any claim or right arising out of this Agreement, agreeing on the Service Charges from time to time and any adjustments thereto, and, in general, (vii) to do all things necessary to carry out the terms and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions, and other instruments contemplated by or deemed advisable to effectuate the provisions of this Section 8.14Agreement. In additionTo the fullest extent permitted by law, each Debtor hereby ratifies and approves all acts of any such attorney and agrees that neither the Parties agree that: (a) this appointment Trustee nor any such attorney will be liable for any acts or omissions nor for any error of judgment or mistake of fact or law other than, and grant to the extent of, such Person's gross negligence or willful misconduct. The foregoing powers of power and authority is attorney, being coupled with an interest interest, are irrevocable until the Obligations have been fully paid and is in consideration of the mutual covenants made in this Agreement and is irrevocable and will not be terminated by any act of any Subsidiary that is a party or by operation of Law or by the occurrence of any other event. Each Subsidiary of Cummins that is a party to a Joinder Agreement hereby consents to the taking of any and all actions satisfied and the making of all decisions required or permitted to be taken or made by Cummins pursuant to this Section 8.14, and each Subsidiary of Filtration that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Filtration pursuant to this Section 8.14. Each Subsidiary of Cummins that is a party to a Joinder Agreement agrees that Cummins Security Interests shall have no obligation or Liability to any Person for any action taken or omitted by Cummins terminated in good faith, and each Subsidiary of Filtration that is a party to a Joinder Agreement agrees that Filtration shall have no obligation or Liability to any Person for any action taken or omitted by Filtration in good faith; and (b) Cummins shall be entitled to rely upon any document or other paper delivered by Filtration as being authorized by each Subsidiary of Filtration that is a party to a Joinder Agreement, and Filtration shall be entitled to rely upon any document or other paper delivered by Cummins as being authorized by each Subsidiary of Cummins that is a party to a Joinder Agreementaccordance with the terms hereof.

Attorney-in-Fact. Each Subsidiary (a) Subject to the rights of Cummins that executes a Joinder Agreement designates the Obligor under Sections 2.06, 2.07, 2.08 and appoints Cummins as such party’s agent and 2.09, the Collateral Agent is hereby appointed the attorney-in-fact with full power of the Obligor for the purpose of carrying out the provisions of this Agreement and authority taking any action and executing any instruments which the Collateral Agent may deem necessary or advisable to act for accomplish the purposes of this Agreement, to preserve the validity, perfection and on behalf first priority (subject only to Liens permitted under Section 6.7 of such party in the absolute discretion Note Purchase Agreement) of Cumminsthe Liens granted by this Agreement and, following any Default, to exercise its rights, remedies, powers and each Subsidiary of Filtration that executes a Joinder Agreement designates and appoints Filtration privileges under this Agreement. This appointment as such party’s agent and attorney-in-fact is irrevocable and coupled with full power an interest. Without limiting the generality of the foregoing, the Collateral Agent shall be entitled under this Agreement upon the occurrence and authority to act for and on behalf continuation of such party in the absolute discretion any Event of FiltrationDefault (or, in each case respect of Section 3.02(b), any Default) (i) to ask, demand, collect, xxx for, recover, receive and give receipt and discharge for amounts due and to become due under and in respect of all or any part of the Collateral; (ii) to receive, endorse and collect any Instruments or other drafts, instruments, documents and chattel paper in connection with clause (i) above (including any draft or check representing the proceeds of insurance or the return of unearned premiums); (iii) to file any claims or take any action or proceeding that the Collateral Agent may deem necessary or advisable for the collection of all or any part of the Collateral, including the collection of any compensation due and to become due under any contract or agreement with respect to all matters or any part of the Collateral; and (iv) to execute, in connection with any sale or disposition of the Collateral under Article VI, any endorsements, assignments, bills of sale or other instruments of conveyance or transfer with respect to all or any part of the Collateral. In any suit, proceeding or action brought by the Collateral Agent relating to this Agreementany Account, including execution and delivery contract or Instrument for any sum owing thereunder, or to enforce any provision of any amendmentAccount, supplementcontract or Instrument, modification the Obligor will save, indemnify and keep the Collateral Agent harmless from and against all expense, loss or termination of this Agreement and any waiver damage suffered by reason of any claim defense, set-off, counterclaim, recoupment or right reduction or liability whatsoever of the obligor thereunder, arising out of a breach by the Obligor of any obligation thereunder or arising out of any other agreement, Indebtedness or liability at any time owing to, or in favor of, such obligor or its successors from the Obligor, and all such obligations of the Obligor shall be and remain enforceable against and only against the Obligor and shall not be enforceable against the Collateral Agent. (b) Without limiting the rights and powers of the Collateral Agent under Section 2.05(a), the Obligor hereby appoints the Collateral Agent as its attorney-in-fact, effective the Signing Date and terminating upon the termination of this Agreement, agreeing for the purpose of (i) executing on behalf of the Obligor title or ownership applications for filing with appropriate state agencies to enable Motor Vehicles now owned or hereafter acquired by the Obligor to be retitled and the Collateral Agent to be listed as lienholder as to such Motor Vehicles, (ii) filing such applications with such state agencies and (iii) executing such other documents and instruments on behalf of, and taking such other action in the name of, the Obligor as the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement (including the purpose of creating in favor of the Collateral Agent a first priority perfected lien on the Service Charges from time to time Motor Vehicles and any adjustments thereto, and, in general, to do all things exercising the rights and to perform all acts, including executing remedies of the Collateral Agent under Article VI). This appointment as attorney-in-fact is irrevocable and delivering all agreements, certificates, receipts, instructions, and other instruments contemplated by or deemed advisable to effectuate the provisions of this Section 8.14. In addition, the Parties agree that: (a) this appointment and grant of power and authority is coupled with an interest interest. (c) Without limiting the rights and is in consideration powers of the mutual covenants made in Collateral Agent under Section 2.05(a), the Obligor hereby appoints the Collateral Agent as its attorney-in-fact, effective the Signing Date and terminating upon the termination of this Agreement Agreement, for the purpose of executing and filing all such contracts, agreements and other documents as are contemplated by Section 2.04(d). This appointment as attorney-in-fact is irrevocable and will not be terminated by any act of any Subsidiary that is a party or by operation of Law or by the occurrence of any other event. Each Subsidiary of Cummins that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Cummins pursuant to this Section 8.14, and each Subsidiary of Filtration that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Filtration pursuant to this Section 8.14. Each Subsidiary of Cummins that is a party to a Joinder Agreement agrees that Cummins shall have no obligation or Liability to any Person for any action taken or omitted by Cummins in good faith, and each Subsidiary of Filtration that is a party to a Joinder Agreement agrees that Filtration shall have no obligation or Liability to any Person for any action taken or omitted by Filtration in good faith; and (b) Cummins shall be entitled to rely upon any document or other paper delivered by Filtration as being authorized by each Subsidiary of Filtration that is a party to a Joinder Agreement, and Filtration shall be entitled to rely upon any document or other paper delivered by Cummins as being authorized by each Subsidiary of Cummins that is a party to a Joinder Agreementcoupled with an interest.

Attorney-in-Fact. Each Subsidiary (a) Borrower hereby appoints Holder the attorney in fact of Cummins Borrower for the purpose of carrying out the provisions of this Note and taking any action and executing any instruments which Holder may deem necessary or advisable to accomplish the purposes of this Note, to preserve the validity, perfection and priority of the liens granted by this Note and, following any default, to exercise its rights, remedies, powers and privileges under this Note. This appointment as attorney in fact is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, Holder shall be entitled under this Note upon the occurrence and continuation of any Event of Default (i) to make, sign, file and record any security instruments, (ii) to ask, demand, collect, sxx for, recover, receive and give receipt and discharge for amounts due and to become due under and in respect of all or any part of the Collateral; (iii) to receive, endorse and collect any instruments or other drafts, instruments, documents and chattel paper in connection with clause (ii) above (including any draft or check representing the proceeds of insurance or the return of unearned premiums); (iv) to file any claims or take any action or proceeding that executes a Joinder Agreement designates Holder may deem necessary or advisable for the collection of all or any part of the Collateral, including the collection of any compensation due and appoints Cummins as such party’s agent and attorney-in-fact with full power and authority to act for and on behalf of such party in the absolute discretion of Cummins, and each Subsidiary of Filtration that executes a Joinder Agreement designates and appoints Filtration as such party’s agent and attorney-in-fact with full power and authority to act for and on behalf of such party in the absolute discretion of Filtration, in each case become due under any contract or agreement with respect to all matters relating or any part of the Collateral; and (v) to this Agreement, including execution and delivery of any amendment, supplement, modification or termination of this Agreement and any waiver of any claim or right arising out of this Agreement, agreeing on the Service Charges from time to time and any adjustments thereto, andexecute, in generalconnection with any sale or disposition of the Collateral, to do all things and to perform all actsany endorsements, including executing and delivering all agreementsassignments, certificates, receipts, instructions, and bills of sale or other instruments contemplated by of conveyance or deemed advisable transfer with respect to effectuate the provisions of this Section 8.14. In addition, the Parties agree that: (a) this appointment and grant of power and authority is coupled with an interest and is in consideration all or any part of the mutual covenants made in this Agreement and is irrevocable and will not be terminated by any act of any Subsidiary that is a party or by operation of Law or by the occurrence of any other event. Each Subsidiary of Cummins that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Cummins pursuant to this Section 8.14, and each Subsidiary of Filtration that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Filtration pursuant to this Section 8.14. Each Subsidiary of Cummins that is a party to a Joinder Agreement agrees that Cummins shall have no obligation or Liability to any Person for any action taken or omitted by Cummins in good faith, and each Subsidiary of Filtration that is a party to a Joinder Agreement agrees that Filtration shall have no obligation or Liability to any Person for any action taken or omitted by Filtration in good faith; andCollateral. (b) Cummins shall be entitled to rely Without limiting the rights and powers of Holder under Section 2.8(a), Borrower hereby appoints Holder as its attorney in fact, effective as of the date first set forth above and terminating upon any document or other paper delivered by Filtration as being authorized by each Subsidiary the satisfaction in full of Filtration that is a party to a Joinder Agreementthe Obligation, for the purpose of (i) preparing, executing on behalf of Borrower, filing, and Filtration shall be entitled recording collateral assignment and financing statement documents with appropriate state and county agencies to rely upon any document perfect and enforce the liens granted by this Note, (ii) filing such applications with such state agencies and (iii) executing such other documents and instruments on behalf of, and taking such other action in the name of, Borrower as Holder may deem necessary or other paper delivered by Cummins advisable to accomplish the purposes of this Note (including the purpose of creating in favor of Holder a perfected lien on the property and exercising the rights and remedies of Holder hereunder). This appointment as being authorized by each Subsidiary of Cummins that attorney in fact is a party to a Joinder Agreementirrevocable and coupled with an interest.

Attorney-in-Fact. Each Subsidiary of Cummins that executes a Joinder Agreement designates Grantor hereby constitutes and appoints Cummins as such party’s agent ---------------- 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 of Grantor, with full power upon the occurrence and authority to act for and on behalf during the continuance of such party an Event of Default (in the absolute discretion name of Cummins, and each Subsidiary Grantor or otherwise) to enforce all rights of Filtration that executes a Joinder Agreement designates and appoints Filtration as such party’s agent and attorney-in-fact with full power and authority to act for and on behalf of such party in the absolute discretion of Filtration, in each case Grantor with respect to all matters relating to this Agreementthe Collateral, including execution and delivery of any amendmentincluding, supplement, modification or termination of this Agreement and any waiver of any claim or right arising out of this Agreement, agreeing on without limitation the Service Charges from time to time and any adjustments thereto, and, in general, to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions, and other instruments contemplated by or deemed advisable to effectuate the provisions of this Section 8.14. In addition, the Parties agree thatright: (a) this appointment to ask, require, demand, receive and grant of power and authority is coupled with an interest and is in consideration of the mutual covenants made in this Agreement and is irrevocable and will not be terminated by any act of any Subsidiary that is a party or by operation of Law or by the occurrence of any other event. Each Subsidiary of Cummins that is a party to a Joinder Agreement hereby consents to the taking of give acquittance for any and all actions moneys and claims for moneys due and to become due under or arising out of the making Assigned Agreements or any of all decisions required the other Collateral; (b) to elect remedies thereunder and to endorse any checks or permitted 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 taken necessary or made 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 Cummins pursuant Collateral Agent) against any or all of the Collateral, or any part thereof, unless a bond or other security satisfactory to this Section 8.14, and each Subsidiary of Filtration that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Filtration pursuant to this Section 8.14. Each Subsidiary of Cummins that is a party to a Joinder Agreement agrees that Cummins shall have no obligation or Liability to any Person for any action taken or omitted by Cummins in good faith, and each Subsidiary of Filtration that is a party to a Joinder Agreement agrees that Filtration shall have no obligation or Liability to any Person for any action taken or omitted by Filtration in good faithCollateral Agent has been provided; and (be) Cummins shall be entitled in connection with any acceleration and foreclosure, to rely upon do any document and every act which Grantor may do on its behalf with respect to the Collateral or other paper delivered by Filtration as being authorized by each Subsidiary any part thereof and to exercise any or all of Filtration that is a party to a Joinder Agreement, Grantor's rights and Filtration shall be entitled to rely upon remedies under any document or other paper delivered by Cummins as being authorized by each Subsidiary all of Cummins that is a party to a Joinder Agreementthe Assigned Agreements.

Attorney-in-Fact. Each Subsidiary of Cummins that executes a Joinder Agreement designates and Borrower hereby irrevocably appoints Cummins Lender as such party’s its agent and attorney-in-fact fact, with full power of substitution, in the name of such Borrower, for the sole use and authority benefit of Lender, but at the expense of such Borrower, to act exercise, at any time and from time to time during the continuance of an Event of Default, all or any of the following powers with respect to all or any of the Collateral:” (1) to demand, collect, receive, receipt for, xxx and recover all sums of money or other property which may now or hereafter become due, owing or payable from the Collateral, (2) to endorse such Xxxxxxxx’s name to any instruments, chattel paper and documents comprising part of the Collateral (including endorsing such instruments, chattel paper and documents to Lender (for and the benefit of Lender)), (3) to assign, on behalf of such party Borrower, any instruments, chattel paper or documents comprising part of the Collateral to Lender (for the benefit of Lender), (4) to execute, sign and endorse any and all claims, instruments, receipts, checks, drafts or warrants issued in payment for the absolute discretion of Cummins, Collateral, (5) to settle or compromise any and each Subsidiary of Filtration that executes a Joinder Agreement designates and appoints Filtration as such party’s agent and attorney-in-fact with full power and authority to act for and on behalf of such party in all claims arising under the absolute discretion of Filtration, in each case with respect to all matters relating to this Agreement, including execution and delivery of any amendment, supplement, modification or termination of this Agreement and any waiver of any claim or right arising out of this Agreement, agreeing on the Service Charges from time to time and any adjustments theretoCollateral, and, in generalthe place and stead of such Borrower, to do all things execute and deliver its release and settlement for the claim, (6) to perform all actsfile any claim or claims or to take any action or institute or take part in any proceedings, including executing and delivering all agreementseither in its role as Lender, certificatesas applicable, receiptsor in the name of such Borrower, instructionsor otherwise, which in the discretion of Lender may seem to be necessary or advisable, (7) to receive, open, and other instruments contemplated by dispose of all mail addressed to such Borrower pertaining to the Collateral (or deemed advisable appearing to effectuate Lender to possibly pertain to the provisions Collateral), (8) to notify postal authorities to change the address for delivery of this Section 8.14mail addressed to such Borrower to such address as Lender may designate, and (9) to assume such Xxxxxxxx’s role in its relationships and contractual obligations and rights as to any custodian or administrator. In additionThis power is given as security for the Obligations, and, upon the occurrence and during the continuation of an Event of Default, the Parties agree that: (a) this appointment authority hereby conferred is, and grant of power shall be, irrevocable and authority is coupled with an interest and is shall remain in consideration of the mutual covenants made in this Agreement full force and is irrevocable and will not be terminated effect until renounced by any act of any Subsidiary that is a party or by operation of Law or by the occurrence of any other event. Each Subsidiary of Cummins that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Cummins pursuant to this Section 8.14, and each Subsidiary of Filtration that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Filtration pursuant to this Section 8.14. Each Subsidiary of Cummins that is a party to a Joinder Agreement agrees that Cummins shall have no obligation or Liability to any Person for any action taken or omitted by Cummins in good faith, and each Subsidiary of Filtration that is a party to a Joinder Agreement agrees that Filtration shall have no obligation or Liability to any Person for any action taken or omitted by Filtration in good faith; and (b) Cummins shall be entitled to rely upon any document or other paper delivered by Filtration as being authorized by each Subsidiary of Filtration that is a party to a Joinder Agreement, and Filtration shall be entitled to rely upon any document or other paper delivered by Cummins as being authorized by each Subsidiary of Cummins that is a party to a Joinder AgreementXxxxxx.

Attorney-in-Fact. Each Subsidiary Without limiting any rights or powers granted by ---------------- 106 this Agreement to the Lenders while no Event of Cummins that executes a Joinder Agreement designates Default has occurred and appoints Cummins as such party’s agent is continuing, upon the occurrence and during the continuance of any Event of Default the Agent is hereby appointed the attorney-in-fact with full power of the Company for the purpose of carrying out the provisions of this Section 5 and authority taking any action and executing any instruments that the Agent may deem necessary or advisable to act for and on behalf accomplish the purposes of such party in the absolute discretion of Cumminsthis Agreement, and each Subsidiary of Filtration that executes a Joinder Agreement designates and appoints Filtration which appointment as such party’s agent and attorney-in-fact is irrevocable and coupled with full power an interest. Without limiting the generality of the foregoing, the Agent shall be entitled under this Agreement upon the occurrence and authority continuation of any Event of Default (i) to act ask, demand, collect, xxx for, recover, receive and give receipt and discharge for amounts due and on behalf to become due under and in respect of such party all or any part of the Collateral; (ii) to receive, endorse and collect any drafts, instruments, documents and chattel paper in connection with clause (i) above; (iii) to file any claims or take any action or proceeding that the absolute discretion Agent may deem necessary or advisable for the collection of Filtration, in each case all or any part of the Collateral; (iv) to execute any financing statements with respect to all matters relating or any part of the Collateral, and (v) to this Agreement, including execution and delivery of any amendment, supplement, modification or termination of this Agreement and any waiver of any claim or right arising out of this Agreement, agreeing on the Service Charges from time to time and any adjustments thereto, andexecute, in generalconnection with any sale or disposition of the Collateral under Section 5, to do all things and to perform all actsany endorsements, including executing and delivering all agreementsassignments, certificates, receipts, instructions, and bills of sale or other instruments contemplated by of conveyance or deemed advisable transfer with respect to effectuate all or any part of the provisions Collateral. The Company hereby ratifies all that said attorneys shall lawfully do or cause to be done pursuant to the power of attorney granted in this Section 8.14. In addition, the Parties agree that: (a) this appointment and grant of power and authority is coupled with an interest and is in consideration of the mutual covenants made in this Agreement and is irrevocable and will not be terminated by any act of any Subsidiary that is a party or by operation of Law or by the occurrence of any other event. Each Subsidiary of Cummins that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Cummins pursuant to this Section 8.14, and each Subsidiary of Filtration that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Filtration pursuant to this Section 8.14. Each Subsidiary of Cummins that is a party to a Joinder Agreement agrees that Cummins shall have no obligation or Liability to any Person for any action taken or omitted by Cummins in good faith, and each Subsidiary of Filtration that is a party to a Joinder Agreement agrees that Filtration shall have no obligation or Liability to any Person for any action taken or omitted by Filtration in good faith; and (b) Cummins shall be entitled to rely upon any document or other paper delivered by Filtration as being authorized by each Subsidiary of Filtration that is a party to a Joinder Agreement, and Filtration shall be entitled to rely upon any document or other paper delivered by Cummins as being authorized by each Subsidiary of Cummins that is a party to a Joinder Agreement5.10.

Attorney-in-Fact. Each Subsidiary Upon the occurrence and during the continuance of Cummins that executes a Joinder Agreement designates and an Event of Default, each Borrower hereby irrevocably appoints Cummins Investment Manager as such partyBorrower’s agent and attorney-in-fact fact, with full power of substitution, to do each of the following in the name of such Borrower or in the name of Investment Manager or otherwise, for the use and authority benefit of Investment Manager and Lender, but at the cost and expense of Borrowers, and without notice to act any Borrower: 6.5.1 notify the debtors or other party(ies) obligated under any of the Accounts, Chattel Paper or General Intangibles to make payments thereon directly to Investment Manager, and to take control of the cash and non-cash proceeds of any Collateral; 6.5.2 compromise, extend, or renew any of the Collateral or deal with the same as it may deem advisable; 6.5.3 release, make exchanges, substitutions, or surrender all or any part of the Collateral; 6.5.4 remove from such Borrower’s place of business all books, records, ledger sheets, correspondence, invoices and documents, relating to or evidencing any of the Collateral or without cost or expense to Investment Manager, make such use of such Borrower’s place(s) of business as may be reasonably necessary to administer, control and collect the Collateral; 6.5.5 repair, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any Account Debtor; 6.5.6 demand, collect, receipt for and give renewals, extensions, discharges and releases of any of the Collateral; 6.5.7 institute and prosecute legal and equitable proceedings to enforce collection of, or realize upon, any of the Collateral; 6.5.8 settle, renew, extend, compromise, compound, exchange or adjust claims with respect to any of the Collateral or any legal proceedings brought with respect thereto; 6.5.9 endorse the name of such Borrower upon any items of payment relating to the Collateral or upon any proof of claim in bankruptcy against an Account Debtor; 6.5.10 institute and prosecute necessary legal and equitable proceedings to reclaim any of the goods sold to any debtor obligated on an Account, Chattel Paper, or General Intangible at a time when such debtor was insolvent; 6.5.11 receive and open all mail addressed to such Borrower and notify the postal authorities to change the address for the delivery of mail to such Borrower to such address as Investment Manager may designate; and 6.5.12 execute and deliver on behalf of such party in Borrower one or more instruments of assignment of the absolute discretion of CumminsIntellectual Property (or application, and each Subsidiary of Filtration that executes a Joinder Agreement designates and appoints Filtration as such party’s agent and attorney-in-fact with full power and authority to act for and on behalf of such party in the absolute discretion of Filtrationletters patent or recording relating thereto), in each case with respect to all matters relating to this Agreementform suitable for filing, including execution and delivery of any amendment, supplement, modification recording or termination of this Agreement and any waiver of any claim or right arising out of this Agreement, agreeing on the Service Charges from time to time and any adjustments thereto, and, in general, to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions, and other instruments contemplated by or deemed advisable to effectuate the provisions of this Section 8.14. In addition, the Parties agree that: (a) this appointment and grant of power and authority is coupled with an interest and is in consideration of the mutual covenants made in this Agreement and is irrevocable and will not be terminated by any act of any Subsidiary that is a party or by operation of Law or by the occurrence of any other event. Each Subsidiary of Cummins that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Cummins pursuant to this Section 8.14, and each Subsidiary of Filtration that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Filtration pursuant to this Section 8.14. Each Subsidiary of Cummins that is a party to a Joinder Agreement agrees that Cummins shall have no obligation or Liability to any Person for any action taken or omitted by Cummins in good faith, and each Subsidiary of Filtration that is a party to a Joinder Agreement agrees that Filtration shall have no obligation or Liability to any Person for any action taken or omitted by Filtration in good faith; and (b) Cummins shall be entitled to rely upon any document or other paper delivered by Filtration as being authorized by each Subsidiary of Filtration that is a party to a Joinder Agreement, and Filtration shall be entitled to rely upon any document or other paper delivered by Cummins as being authorized by each Subsidiary of Cummins that is a party to a Joinder Agreementregistration.

Attorney-in-Fact. Each Subsidiary Upon the occurrence and during the continuance of Cummins that executes a Joinder Agreement designates and an Event of Default, each Borrower hereby irrevocably appoints Cummins Investment Manager as such partyBorrower’s agent and attorney-in-fact fact, with full power of substitution, to do each of the following in the name of such Borrower or in the name of Investment Manager or otherwise, for the use and authority benefit of Investment Manager and the L/C Guarantors, but at the cost and expense of Borrowers, and without notice to act any Borrower: 6.5.1 notify the debtors or other party(ies) obligated under any of the Accounts, Chattel Paper or General Intangibles to make payments thereon directly to Investment Manager, and to take control of the cash and non-cash proceeds of any Collateral; 6.5.2 compromise, extend, or renew any of the Collateral or deal with the same as it may deem advisable; 6.5.3 release, make exchanges, substitutions, or surrender all or any part of the Collateral; 6.5.4 remove from such Borrower’s place of business all books, records, ledger sheets, correspondence, invoices and documents, relating to or evidencing any of the Collateral or without cost or expense to Investment Manager, make such use of such Borrower’s place(s) of business as may be reasonably necessary to administer, control and collect the Collateral; 6.5.5 repair, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any Account Debtor; 6.5.6 demand, collect, receipt for and give renewals, extensions, discharges and releases of any of the Collateral; 6.5.7 institute and prosecute legal and equitable proceedings to enforce collection of, or realize upon, any of the Collateral; 6.5.8 settle, renew, extend, compromise, compound, exchange or adjust claims with respect to any of the Collateral or any legal proceedings brought with respect thereto; 6.5.9 endorse the name of such Borrower upon any items of payment relating to the Collateral or upon any proof of claim in bankruptcy against an Account Debtor; 6.5.10 institute and prosecute necessary legal and equitable proceedings to reclaim any of the goods sold to any debtor obligated on an Account, Chattel Paper, or General Intangible at a time when such debtor was insolvent; 6.5.11 receive and open all mail addressed to such Borrower and notify the postal authorities to change the address for the delivery of mail to such Borrower to such address as Investment Manager may designate; and 6.5.12 execute and deliver on behalf of such party in Borrower one or more instruments of assignment of the absolute discretion of CumminsIntellectual Property (or application, and each Subsidiary of Filtration that executes a Joinder Agreement designates and appoints Filtration as such party’s agent and attorney-in-fact with full power and authority to act for and on behalf of such party in the absolute discretion of Filtrationletters patent or recording relating thereto), in each case with respect to all matters relating to this Agreementform suitable for filing, including execution and delivery of any amendment, supplement, modification recording or termination of this Agreement and any waiver of any claim or right arising out of this Agreement, agreeing on the Service Charges from time to time and any adjustments thereto, and, in general, to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions, and other instruments contemplated by or deemed advisable to effectuate the provisions of this Section 8.14. In addition, the Parties agree that: (a) this appointment and grant of power and authority is coupled with an interest and is in consideration of the mutual covenants made in this Agreement and is irrevocable and will not be terminated by any act of any Subsidiary that is a party or by operation of Law or by the occurrence of any other event. Each Subsidiary of Cummins that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Cummins pursuant to this Section 8.14, and each Subsidiary of Filtration that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Filtration pursuant to this Section 8.14. Each Subsidiary of Cummins that is a party to a Joinder Agreement agrees that Cummins shall have no obligation or Liability to any Person for any action taken or omitted by Cummins in good faith, and each Subsidiary of Filtration that is a party to a Joinder Agreement agrees that Filtration shall have no obligation or Liability to any Person for any action taken or omitted by Filtration in good faith; and (b) Cummins shall be entitled to rely upon any document or other paper delivered by Filtration as being authorized by each Subsidiary of Filtration that is a party to a Joinder Agreement, and Filtration shall be entitled to rely upon any document or other paper delivered by Cummins as being authorized by each Subsidiary of Cummins that is a party to a Joinder Agreementregistration.

Attorney-in-Fact. Each Subsidiary of Cummins that executes a Joinder Agreement designates The Pledgor hereby irrevocably makes, constitutes and appoints Cummins the Bank as such party’s agent its true and lawful proxy and attorney-in-fact (and agent-in-fact) in its name, place and stead, with full power of substitution, to, during the existence and authority continuance of an Event of Default: (a) take such actions as are permitted in this Agreement or any other Loan Document, (b) execute such financing statements and other documents and to act do such other acts as the Bank may require to perfect and preserve the Bank’s security interest in, and to enforce such interests in the Pledged Collateral, (c) carry out any remedy provided for in this Agreement, including endorsing the Pledgor’s name to checks, drafts, instruments and on behalf other items of payment which constitute Pledged Collateral, and proceeds of the Pledged Collateral, and (d) exercise any or all of the Pledgor’s rights in, to, and under the Subscription Agreements and the Operative Documents, including, without limitation, the following: (i) the right to require from time to time each Investor to fund all or any portion of its unfunded Capital Commitment by providing a Capital Call Notice to such Investor; (ii) the right to issue Capital Call Notices from time to time for up to 100% of the unfunded Capital Commitments of the Investors; (iii) in the event any Investor fails to fully fund a required Capital Contribution in accordance with the terms of the applicable Subscription Agreement, Side Letter or Operative Document within ten (10) Business Days of the due date set forth in the applicable Capital Call Notice, (x) the right to deem such Investor a “Defaulting Investor” (as defined in the applicable Subscription Agreement) and to exercise all rights and remedies afforded to the Pledgor in respect of a “Defaulting Investor” under the applicable Subscription Agreement or Operative Document, and (y) the right to pursue all rights and remedies which the Pledgor may have at law or in equity against such Investor; and (iv) all collection and enforcement rights and all claims and causes of action arising under or otherwise relating to the Subscription Agreements, Side Letters or Operative Documents, whether now accrued or hereafter accruing. The Pledgor hereby acknowledges that the constitution and appointment of such party in the absolute discretion of Cummins, and each Subsidiary of Filtration that executes a Joinder Agreement designates and appoints Filtration as such party’s agent proxy and attorney-in-fact are coupled with full power an interest, are given by way of security to secure the performance of the obligations of the Pledgor owed herein, and authority are irrevocable. The Pledgor hereby ratifies and confirms all that such attorney-in-fact may do or cause to act for and on behalf of such party in the absolute discretion of Filtration, in each case with respect to all matters relating to this Agreement, including execution and delivery be done by virtue of any amendment, supplement, modification or termination of this Agreement and any waiver of any claim or right arising out provision of this Agreement, agreeing on . Notwithstanding anything to the Service Charges from time to time and any adjustments thereto, and, contrary in general, to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions, and other instruments contemplated by or deemed advisable to effectuate the provisions of this Section 8.14. In addition8, the Parties agree that: (a) this appointment and grant of power and authority is coupled with an interest and is in consideration of the mutual covenants made in this Agreement and is irrevocable and will Bank shall not be terminated by any act of any Subsidiary that is a party or by operation of Law or by the occurrence of any other event. Each Subsidiary of Cummins that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Cummins pursuant to this Section 8.14, and each Subsidiary of Filtration that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Filtration pursuant to this Section 8.14. Each Subsidiary of Cummins that is a party to a Joinder Agreement agrees that Cummins shall have no obligation or Liability to any Person for any action taken or omitted by Cummins in good faith, and each Subsidiary of Filtration that is a party to a Joinder Agreement agrees that Filtration shall have no obligation or Liability to any Person for any action taken or omitted by Filtration in good faith; and (b) Cummins shall be entitled to rely upon execute any document or other paper delivered by Filtration endorse any instrument as being authorized by each Subsidiary the proxy or attorney-in-fact (or agent-in-fact) of Filtration that the Pledgor unless an Event of Default has occurred and is a party to a Joinder Agreement, and Filtration shall be entitled to rely upon any document or other paper delivered by Cummins as being authorized by each Subsidiary of Cummins that is a party to a Joinder Agreementcontinuing.

Attorney-in-Fact. Each Subsidiary For so long as this Agreement is in effect, the Grantor hereby irrevocably appoints Lender the Grantor’s attorney-in-fact, with full authority in the place and stead of Cummins that executes a Joinder the Grantor and in the name of the Grantor or otherwise, from and after the occurrence of an Event of Default, to take any action and to execute any instrument which the Lender may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation: (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 receive, indorse, and collect any drafts, checks or other Instruments, Documents, notes, Chattel Paper, General Intangibles or other Collateral; (c) 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 Grantor with respect to any of the Collateral; (d) To receive and open all mail addressed to Grantor, remove any proceeds of Collateral therefrom and deliver the balance of such mail to Grantor; (e) To execute and deliver lien releases, certificates, and other documents to obtain payment for work or materials or other Collateral; and (f) To perform and take any action authorized under any this Agreement designates or any other agreement between Grantor and appoints Cummins Lender, holding Grantor liable or responsible for the costs thereof. Grantor hereby ratifies all acts Xxxxxx takes as such party’s agent and attorney-in-fact with full power and authority to act for and on behalf of such party in the absolute discretion of Cummins, and each Subsidiary of Filtration that executes a Joinder Agreement designates and appoints Filtration as such party’s agent and attorney-in-fact with full power and authority to act for and on behalf of such party in the absolute discretion of Filtration, in each case with respect to all matters relating to this Agreement, including execution and delivery of any amendment, supplement, modification or termination of this Agreement and any waiver of any claim or right arising out are lawfully done by virtue of this Agreement, agreeing on the Service Charges from time to time and any adjustments thereto, and, in general, to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions, and other instruments contemplated by or deemed advisable to effectuate the provisions . This power of this Section 8.14. In addition, the Parties agree that: (a) this appointment and grant of power and authority attorney is coupled with an interest and is in consideration shall be irrevocable. The grant of the mutual covenants made in this Agreement power of attorney to take actions from and is irrevocable and will after an Event of Default shall not be terminated construed to limit the powers of Lender to take actions otherwise permitted by this Agreement, any act of any Subsidiary that is a party other agreement between the parties hereto, the Uniform Commercial Code or by operation of Law or by other law to take actions prior to the occurrence of any other event. Each Subsidiary an Event of Cummins that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Cummins pursuant to this Section 8.14, and each Subsidiary of Filtration that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Filtration pursuant to this Section 8.14. Each Subsidiary of Cummins that is a party to a Joinder Agreement agrees that Cummins shall have no obligation or Liability to any Person for any action taken or omitted by Cummins in good faith, and each Subsidiary of Filtration that is a party to a Joinder Agreement agrees that Filtration shall have no obligation or Liability to any Person for any action taken or omitted by Filtration in good faith; and (b) Cummins shall be entitled to rely upon any document or other paper delivered by Filtration as being authorized by each Subsidiary of Filtration that is a party to a Joinder Agreement, and Filtration shall be entitled to rely upon any document or other paper delivered by Cummins as being authorized by each Subsidiary of Cummins that is a party to a Joinder AgreementDefault.

Attorney-in-Fact. Each Subsidiary Subject to the rights of Cummins that executes a Joinder Agreement designates the Company under Sections 2.08 and 2.09, the Company hereby appoints Cummins the Collateral Trustee as such party’s agent and its attorney-in-fact with full power for the purpose of carrying out the provisions of this Agreement and, following the occurrence and authority during the continuation of an Event of Default, taking any action and executing any instruments which the Collateral Trustee may deem necessary or reasonably advisable to act for accomplish the purposes of this Agreement, to preserve the validity, perfection and on behalf priority of such party in the absolute discretion Liens granted by this Agreement and to exercise its rights, remedies, powers and privileges under Article VI of Cummins, and each Subsidiary of Filtration that executes a Joinder Agreement designates and appoints Filtration this Agreement. This appointment as such party’s agent and attorney-in-fact is irrevocable and coupled with full power an interest. Without limiting the generality of the foregoing, the Collateral Trustee shall be entitled under this Agreement, following the occurrence and authority during the continuation of an Event of Default (a) to act ask, demand, collect, xxx for, recover, receive and give receipt and discharge for amounts due and on behalf to become due under and in respect of such party all or any part of the Collateral, (b) to receive, endorse and collect any Instruments or other drafts, documents and Chattel Paper in connection with clause (a) above (including any draft or check representing the absolute discretion proceeds of Filtrationinsurance or the return of unearned premiums), in each case (c) to file any claims or take any action or proceeding that the Collateral Trustee may deem necessary or reasonably advisable for the collection of all or any part of the Collateral, including the collection of any compensation due and to become due under any contract or agreement with respect to all matters relating or any part of the Collateral, (d) to this Agreement, including execution and delivery of any amendment, supplement, modification or termination of this Agreement and any waiver of any claim or right arising out of this Agreement, agreeing on the Service Charges from time to time and any adjustments thereto, andexecute, in generalconnection with any sale or disposition of the Collateral under Article VI, to do all things and to perform all actsany endorsements, including executing and delivering all agreementsassignments, certificates, receipts, instructions, and bills of sale or other instruments contemplated of conveyance or transfer with respect to all or any part of the Collateral, (e) to obtain and adjust insurance required to be maintained by the Company pursuant to the Indenture or deemed advisable any other Parity Lien Document and (f) to effectuate pay and discharge any taxes or Liens (other than Permitted Prior Liens) levied or placed upon or threatened against the provisions of this Section 8.14. In additionCollateral, the Parties agree that: (a) this appointment legality or validity thereof and grant of power and authority is coupled with an interest and is the amounts necessary to discharge the same to be determined by the Collateral Trustee in consideration its sole discretion, any such payments made by the Collateral Trustee to become Obligations of the mutual covenants made in this Agreement and is irrevocable and will not be terminated by any act of any Subsidiary that is a party or by operation of Law or by the occurrence of any other event. Each Subsidiary of Cummins that is a party to a Joinder Agreement hereby consents Company to the taking of any Collateral Trustee, due and all actions and the making of all decisions required or permitted to be taken or made by Cummins pursuant to this Section 8.14, and each Subsidiary of Filtration that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Filtration pursuant to this Section 8.14. Each Subsidiary of Cummins that is a party to a Joinder Agreement agrees that Cummins shall have no obligation or Liability to any Person for any action taken or omitted by Cummins in good faith, and each Subsidiary of Filtration that is a party to a Joinder Agreement agrees that Filtration shall have no obligation or Liability to any Person for any action taken or omitted by Filtration in good faith; and (b) Cummins shall be entitled to rely upon any document or other paper delivered by Filtration as being authorized by each Subsidiary of Filtration that is a party to a Joinder Agreement, and Filtration shall be entitled to rely upon any document or other paper delivered by Cummins as being authorized by each Subsidiary of Cummins that is a party to a Joinder Agreementpayable immediately without demand.

Attorney-in-Fact. Each Subsidiary Upon the occurrence of Cummins that executes a Joinder Agreement designates an Event of Default: (a) Subject to the rights of Borrower under Sections 2.06, 2.07, 2.08 and appoints Cummins as such party’s agent and 2.09, Lenders are each hereby appointed the attorney-in-fact with full power of Borrower for the purpose of carrying out the provisions of this Agreement and authority taking any action and executing any instruments which Lenders may deem necessary or advisable to act for accomplish the purposes of this Agreement, to preserve the validity, perfection and on behalf of such party in priority or the absolute discretion of CumminsLiens granted by this Agreement and to exercise its rights, remedies, powers and each Subsidiary of Filtration that executes a Joinder Agreement designates and appoints Filtration privileges under this Agreement. This appointment as such party’s agent and attorney-in-fact is irrevocable and coupled with full power an interest. Without limiting the generality of the foregoing, Lenders shall be entitled under this Agreement upon the occurrence and authority continuation of any Event of Default to act (i) ask, demand, collect, xxx for, recover, receive and give receipt and discharge for amounts due and on behalf to become due under and in respect of such party all or any part of the Collateral; (ii) receive, endorse and collect any Instruments or other drafts, instruments, documents and chattel paper in connection with clause (i) above (including any draft or check representing the absolute discretion proceeds of Filtrationinsurance or the return of unearned premiums); (iii) file any claims or take any action or proceeding that Lenders' Agent may deem necessary or advisable for the collection of all or any part of the Collateral, in each case including the collection of any compensation due and to become due under any contract or agreement with respect to all matters relating or any part of the Collateral; and (iv) execute, in connection with any sale or disposition of the Collateral under Section 6, any endorsements, assignments, bills of sale or other instruments of conveyance or transfer with respect to this Agreementall or any part of the Collateral. (b) Without limiting the rights and powers of Lenders under Section 2.05(a), including execution if Lenders are unable for any reason to secure Borrower's signature for the purpose of executing and delivery of any amendmentfiling all such contracts, supplementagreements and other documents as are contemplated by Section 2.04(d), modification or Borrower hereby appoints each Lender as its attorney-in-fact, effective the Effective Date and terminating upon the termination of this Agreement and any waiver of any claim or right arising out of this Agreement, agreeing on for the Service Charges from time to time and any adjustments thereto, and, in general, to do all things and to perform all acts, including purpose of executing and delivering filing all agreementssuch contracts, certificates, receipts, instructions, agreements and other instruments documents as are contemplated by or deemed advisable to effectuate the provisions of this Section 8.142.04(e). In addition, the Parties agree that: (a) this This appointment as attorney-in-fact is irrevocable and grant of power and authority is coupled with an interest and is in consideration of the mutual covenants made in this Agreement and is irrevocable and will not be terminated by any act of any Subsidiary that is a party or by operation of Law or by the occurrence of any other event. Each Subsidiary of Cummins that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Cummins pursuant to this Section 8.14, and each Subsidiary of Filtration that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Filtration pursuant to this Section 8.14. Each Subsidiary of Cummins that is a party to a Joinder Agreement agrees that Cummins shall have no obligation or Liability to any Person for any action taken or omitted by Cummins in good faith, and each Subsidiary of Filtration that is a party to a Joinder Agreement agrees that Filtration shall have no obligation or Liability to any Person for any action taken or omitted by Filtration in good faith; and (b) Cummins shall be entitled to rely upon any document or other paper delivered by Filtration as being authorized by each Subsidiary of Filtration that is a party to a Joinder Agreement, and Filtration shall be entitled to rely upon any document or other paper delivered by Cummins as being authorized by each Subsidiary of Cummins that is a party to a Joinder Agreementinterest.

Attorney-in-Fact. Each Subsidiary To the extent necessary or appropriate to perform its duties hereunder, the Collateral Manager shall have the power to execute and deliver all necessary and appropriate documents and instruments in the name and on behalf of Cummins that executes a Joinder Agreement designates the Issuer with respect thereto. The Issuer hereby delegates to the Collateral Manager all powers, duties and responsibilities with regard to the management and administrative services to be provided to the Issuer as contemplated by Sections 2 and 3. In furtherance of the foregoing, the Issuer hereby makes, constitutes and appoints Cummins the Collateral Manager, with full power of substitution (any person in favor of which such power of substitution shall be exercised being referred to as such party’s a “Subattorney”), as its true and lawful agent and attorney-in-fact fact, with full power and authority in its name, place and stead (a) to act for sign, execute, certify, swear to, acknowledge, deliver, file, receive and on behalf of such party record any and all documents (including tax documents and documents in the absolute discretion of Cumminsconnection with compliance with any applicable implementing legislation in any relevant jurisdiction), and each Subsidiary of Filtration that executes a Joinder to make any payment, which the Collateral Manager reasonably deems necessary or appropriate in connection with its duties under this Agreement designates and appoints Filtration as such party’s agent (b) to (1) vote in its discretion any Assets, (2) execute proxies, waivers, consents and attorney-in-fact with full power and authority to act for and on behalf of such party in the absolute discretion of Filtration, in each case other instruments with respect to all matters relating such Assets, (3) endorse, transfer or deliver such investments, (4) participate in or consent (or decline to this Agreementconsent) to any modification, including execution work-out, restructuring, bankruptcy proceeding, winding-up, class action, plan or reorganization, merger, combination, consolidation, liquidation or similar plan or transaction with regard to such investments and delivery (5) exercise the rights and remedies of any amendment, supplement, modification or termination of this Agreement and any waiver of any claim or right arising out of this Agreement, agreeing on the Service Charges from time to time and any adjustments thereto, and, in general, to do all things and to perform all acts, including executing and delivering all Issuer under the hedge agreements, certificates, receipts, instructions, and other instruments contemplated by or deemed advisable to effectuate the provisions of this Section 8.14if any. In addition, the Parties agree that: (a) this appointment and This grant of power and authority of attorney is coupled with an interest and, to the extent permitted by applicable law, irrevocable, and is in consideration it shall survive and not be affected by the subsequent dissolution or bankruptcy of the mutual covenants made Issuer; provided, however, that this grant of power of attorney shall expire, and the Collateral Manager and any Subattorney shall cease to have any power to act as the Issuer’s agent or attorney-in-fact, upon termination of this Agreement or, in the case of a Collateral Manager that has resigned or that has been removed, as applicable, under the terms hereunder, upon the effectiveness of such resignation or removal. Each of the Collateral Manager and the Issuer shall take such other actions, and furnish such certificates, opinions and other documents, as may be reasonably requested by the other party hereto in order to effectuate the purposes of this Agreement and is irrevocable to facilitate compliance with applicable laws and will not be terminated by any act of any Subsidiary that is a party or by operation of Law or by the occurrence of any other event. Each Subsidiary of Cummins that is a party to a Joinder Agreement hereby consents to the taking of any and all actions regulations and the making terms of all decisions required or permitted to be taken or made by Cummins pursuant to this Section 8.14, and each Subsidiary of Filtration that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Filtration pursuant to this Section 8.14. Each Subsidiary of Cummins that is a party to a Joinder Agreement agrees that Cummins shall have no obligation or Liability to any Person for any action taken or omitted by Cummins in good faith, and each Subsidiary of Filtration that is a party to a Joinder Agreement agrees that Filtration shall have no obligation or Liability to any Person for any action taken or omitted by Filtration in good faith; and (b) Cummins shall be entitled to rely upon any document or other paper delivered by Filtration as being authorized by each Subsidiary of Filtration that is a party to a Joinder Agreement, and Filtration shall be entitled to rely upon any document or other paper delivered by Cummins as being authorized by each Subsidiary of Cummins that is a party to a Joinder Agreement.

Attorney-in-Fact. Each Subsidiary of Cummins that executes a Joinder (a) Without limiting any rights or powers granted by this Agreement designates to the Collateral Agent, the Grantors hereby irrevocably constitutes and appoints Cummins the Collateral Agent and any officer or agent thereof, with full power of substitution, as such party’s agent its true and lawful attorney-in-fact with full irrevocable power and authority to act for and on behalf of such party in the absolute discretion place and stead of Cumminsthe Grantors and in the name of the Grantors or in its own name, at the Grantor’s sole cost and each Subsidiary expense, for the purpose of Filtration carrying out the provisions of this Agreement upon the occurrence and during the continuation of an Event of Default, subject to the terms of the Intercreditor Agreement, or otherwise as contemplated by Section 4.07 and Section 5.01, to (a) take any appropriate action and to execute any document or instrument that executes a Joinder may be necessary or desirable to accomplish the terms of this Agreement, (b) preserve the validity and perfection of the Liens granted by this Agreement designates and appoints Filtration (c) exercise its rights, remedies, powers and privileges under this Agreement. This appointment as such party’s agent and attorney-in-fact is irrevocable and coupled with full an interest. Without limiting the generality of the foregoing, the Grantors hereby give the Collateral Agent the power and authority to act for and right, on behalf of such party the Grantors, without notice to or assent by the Grantors, upon the occurrence and during the continuation of an Event of Default (or as otherwise provided in Section 4.07 or Section 5.01), and subject to the terms of the Intercreditor Agreement, to: (i) ask, demand, collect, sue for, recover, receive and give receipt and discharge for amounts due and to become due under and in respect of all or any part of the Collateral, (ii) in the name of any Grantor or its own name or otherwise, take possession of, receive and indorse and collect any check, Account, Chattel Paper, draft, note, acceptance or other Instrument for the payment of moneys due under any Account or general intangible, (iii) file any claims or take any other action that the Collateral Agent may deem necessary or advisable for the collection of all or any part of the Collateral, (iv) execute, in connection with any sale or disposition of the Collateral under this Agreement, any endorsements, assignments, bills of sale or other instruments of conveyance or transfer with respect to all or any part of the Collateral, (v) in the case of any Intellectual Property, execute and deliver, and have recorded, any agreement, instrument, document or paper as the Collateral Agent may request to evidence the Collateral Agent’s security interest in such Intellectual Property and the goodwill and general intangibles of any Grantor relating thereto or represented thereby, (vi) pay or discharge Taxes and Liens levied or placed on or threatened against the Collateral (other than Permitted Liens), effect any repair or pay or discharge any insurance called for by the terms of this Agreement or the other Secured Obligations Documents (including all or any part of the premiums therefor and the costs thereof), (vii) direct any party liable for any payment under any Collateral to make payment of any moneys due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall direct, (viii) sign and indorse any invoice, freight or express bill, bill of lading, storage or warehouse receipt, draft against debtors, assignment, verification, notice or other document in connection with any Collateral, (ix) commence and prosecute any suit, action or proceeding at law or in equity in any court of competent jurisdiction to collect any Collateral and to enforce any other right in respect of any Collateral, (x) defend any suit, action or proceeding brought against any Grantor with respect to any Collateral, (xi) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or releases as the Collateral Agent may deem appropriate, (xii) assign any Copyright, Patent or Trademark (along with the goodwill of the business to which any such Trademark pertains) throughout the world for such term or terms, on such conditions and in such manner as the Collateral Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment, (xiii) cure any default by any Project Grantor under any Assigned Agreement, and (xiv) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any Collateral as fully and completely as though the Collateral Agent were the absolute discretion owner thereof for all purposes, and do, at the Collateral Agent’s option and the expense of Filtrationthe Grantors, at any time, or from time to time, all acts and things that the Collateral Agent reasonably deems necessary to protect, preserve or realize upon the Collateral and the Collateral Agent’s and the other Secured Parties’ Liens thereon and to effect the terms of this Agreement, all as fully and effectively as any Grantor might do. (b) Each Grantor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof, in each case with respect pursuant to all matters relating to this Agreement, including execution the powers granted hereunder. Upon the occurrence and delivery during the continuation of any amendment, supplement, modification an Event of Default (or termination of this Agreement and any waiver of any claim as otherwise provided in Section 4.07 or right arising out of this Agreement, agreeing on the Service Charges from time to time and any adjustments thereto, and, in general, to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions, and other instruments contemplated by or deemed advisable to effectuate the provisions of this Section 8.14. In addition5.01), the Parties Grantors hereby acknowledge and agree that: (a) this appointment and grant of power and authority is coupled with an interest and is in consideration of that the mutual covenants made in this Agreement and is irrevocable and will not be terminated by any act of any Subsidiary that is a party or by operation of Law or by the occurrence of any other event. Each Subsidiary of Cummins that is a party to a Joinder Agreement hereby consents Collateral Agent shall have no fiduciary duties to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Cummins Grantors in acting pursuant to this Section 8.14, and each Subsidiary power of Filtration that is a party to a Joinder Agreement hereby consents to the taking of any and all actions attorney and the making Grantors hereby waive any claims or rights of all decisions required or permitted to be taken or made by Filtration pursuant to this Section 8.14. Each Subsidiary a beneficiary of Cummins that is a party to a Joinder Agreement agrees that Cummins shall have no obligation or Liability to any Person for any action taken or omitted by Cummins in good faith, and each Subsidiary of Filtration that is a party to a Joinder Agreement agrees that Filtration shall have no obligation or Liability to any Person for any action taken or omitted by Filtration in good faith; and (b) Cummins shall be entitled to rely upon any document or other paper delivered by Filtration as being authorized by each Subsidiary of Filtration that is a party to a Joinder Agreement, and Filtration shall be entitled to rely upon any document or other paper delivered by Cummins as being authorized by each Subsidiary of Cummins that is a party to a Joinder Agreementfiduciary relationship hereunder.

Attorney-in-Fact. Each Subsidiary of Cummins that executes a Joinder Agreement designates Borrower hereby constitutes and appoints Cummins as such party’s agent Administrative Agent, acting for and on behalf of itself and the Banks and each successor or assign of Administrative Agent and the Banks, the true and lawful attorney-in-fact of Borrower, with full power and authority to act for and on behalf of such party in the absolute discretion place and stead of Cummins, Borrower and each Subsidiary of Filtration that executes a Joinder Agreement designates and appoints Filtration as such party’s agent and attorney-in-fact with full power and authority to act for and on behalf of such party in the absolute discretion name of FiltrationBorrower, in each case Administrative Agent or otherwise to enforce all rights, interests and remedies of Borrower with respect to the Collateral, including, without limitation, the right: 10.1 to ask, require, demand, receive and give acquittance for any and all matters relating moneys and claims for moneys due and to this Agreement, including execution and delivery of any amendment, supplement, modification become due under or termination of this Agreement and any waiver of any claim or right arising out of this Agreementthe Assigned Agreements or any of the other Collateral, agreeing on including without limitation, any insurance policies with respect to any Project; 10.2 to elect remedies thereunder and to endorse any checks or other instruments or orders in connection therewith; 10.3 to file any claims or take any action or institute any proceedings in connection therewith which Administrative Agent may reasonably deem to be necessary or advisable; 10.4 to pay, settle or compromise all bills and claims which may be or become liens or security interests against any or all of the Service Charges from time Collateral, or any part thereof, unless a bond or other security satisfactory to time Administrative Agent has been provided; and 10.5 upon foreclosure and any adjustments thereto, and, to the extent provided in generalthe Consents, to do all things any and every act which Borrower may do on its behalf with respect to the Collateral or any part thereof and to perform exercise any or all actsof Borrower's rights and remedies under any or all of the Assigned Agreements; provided, including executing however, that Administrative Agent shall not exercise any such rights except upon the occurrence and delivering all agreements, certificates, receipts, instructions, and other instruments contemplated by or deemed advisable to effectuate the provisions continuation of this Section 8.14an Event of Default. In addition, the Parties agree that: (a) this appointment and grant This power of attorney is a power and authority is coupled with an interest and is in consideration of the mutual covenants made in this Agreement and is irrevocable and will not be terminated by any act of any Subsidiary that is a party or by operation of Law or by the occurrence of any other event. Each Subsidiary of Cummins that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Cummins pursuant to this Section 8.14, and each Subsidiary of Filtration that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Filtration pursuant to this Section 8.14. Each Subsidiary of Cummins that is a party to a Joinder Agreement agrees that Cummins shall have no obligation or Liability to any Person for any action taken or omitted by Cummins in good faith, and each Subsidiary of Filtration that is a party to a Joinder Agreement agrees that Filtration shall have no obligation or Liability to any Person for any action taken or omitted by Filtration in good faith; and (b) Cummins shall be entitled to rely upon any document or other paper delivered by Filtration as being authorized by each Subsidiary of Filtration that is a party to a Joinder Agreement, and Filtration shall be entitled to rely upon any document or other paper delivered by Cummins as being authorized by each Subsidiary of Cummins that is a party to a Joinder Agreementirrevocable.

Attorney-in-Fact. Each Subsidiary (a) Subject to the rights of Cummins that executes a Joinder Agreement designates such Obligor under Sections 3.06, 3.07, 3.08 and appoints Cummins as such party’s agent 3.09, and subject to the terms and provisions of the Exchange Offer Intercreditor Agreement, the Trustee is hereby appointed the attorney-in-fact with full power of each Obligor for the purpose of carrying out the provisions of this Agreement and authority taking any action and executing any instruments which the Trustee may deem necessary or advisable to act for and on behalf accomplish the purposes of such party in this Agreement, to preserve the absolute discretion of Cumminsvalidity, and each Subsidiary security interest of Filtration that executes a Joinder the Liens granted by this Agreement designates and, following any Default, to exercise its rights, remedies, powers and appoints Filtration privileges under this Agreement. This appointment as such party’s agent and attorney-in-fact is irrevocable and coupled with full power an interest. Without limiting the generality of the foregoing, the Trustee shall be entitled under this Agreement upon the occurrence and authority continuation of any Event of Default (or, in respect of Section 4.02(b), any Default) (i) to act ask, demand, collect, sue for, recover, receive and give receipt and discharge for amxxxts due and to become due under and in respect of all or any part of the Collateral; (ii) to receive, endorse and collect any Instruments or other drafts, instruments, documents and chattel paper in connection with clause (i) above (including any draft or check representing the proceeds of insurance or the return of unearned premiums); (iii) to file any claims or take any action or proceeding that the Trustee may deem necessary or advisable for the collection of all or any part of the Collateral, including the collection of any compensation due and to become due under any contract or agreement with respect to all or any part of the Collateral; and (iv) to execute, in connection with any sale or disposition of the Collateral under Article VII, any endorsements, assignments, bills of sale or other instruments of conveyance or transfer with respect to all or any part of the Collateral. In any suit, proceeding or action brought by the Trustee relating to any Account, contract or Instrument for any sum owing thereunder, or to enforce any provision of any Account, contract or Instrument, the Obligors, jointly and severally, will save, indemnify and keep the Trustee harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the obligor thereunder, arising out of a breach by any Obligor of any obligation thereunder or arising out of any other agreement, Indebtedness or liability at any time owing to, or in favor of, such obligor or its successors from the Obligors, and all such obligations of the Obligors shall be and remain enforceable against and only against the Obligors and shall not be enforceable against the Trustee. (b) Without limiting the rights and powers of the Trustee under Section 3.05(a), and subject to the terms and provisions of the Exchange Offer Intercreditor Agreement, each Obligor hereby appoints the Trustee as its attorney-in-fact, effective the Signing Date and terminating upon the termination of this Agreement, for the purpose of (i) executing on behalf of such party Obligor title or ownership applications for filing with appropriate state agencies to enable Motor Vehicles now owned or hereafter acquired by such Obligor to be retitled and the Trustee to be listed as lienholder as to such Motor Vehicles, (ii) filing such applications with such state agencies and (iii) executing such other documents and instruments on behalf of, and taking such other action in the absolute discretion of Filtrationname of, in each case with respect such Obligor as the Trustee may deem necessary or advisable to all matters relating to this Agreement, including execution and delivery of any amendment, supplement, modification or termination accomplish the purposes of this Agreement (including the purpose of creating in favor of the Trustee security interest in the Motor Vehicles and any waiver exercising the rights and remedies of any claim or right arising out the Trustee under Article VII). This appointment as attorney-in-fact is irrevocable and coupled with an interest. (c) Without limiting the rights and powers of the Trustee under Section 3.05(a), and subject to the terms and provisions of the Exchange Offer Intercreditor Agreement,each Obligor hereby appoints the Trustee as its attorney-in-fact, effective the Signing Date and terminating upon the termination of this Agreement, agreeing on for the Service Charges from time to time and any adjustments thereto, and, in general, to do all things and to perform all acts, including purpose of executing and delivering filing all agreementssuch contracts, certificates, receipts, instructions, agreements and other instruments documents as are contemplated by or deemed advisable to effectuate the provisions of this Section 8.143.04(d). In addition, the Parties agree that: (a) this This appointment as attorney-in-fact is irrevocable and grant of power and authority is coupled with an interest and is in consideration of the mutual covenants made in this Agreement and is irrevocable and will not be terminated by any act of any Subsidiary that is a party or by operation of Law or by the occurrence of any other event. Each Subsidiary of Cummins that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Cummins pursuant to this Section 8.14, and each Subsidiary of Filtration that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Filtration pursuant to this Section 8.14. Each Subsidiary of Cummins that is a party to a Joinder Agreement agrees that Cummins shall have no obligation or Liability to any Person for any action taken or omitted by Cummins in good faith, and each Subsidiary of Filtration that is a party to a Joinder Agreement agrees that Filtration shall have no obligation or Liability to any Person for any action taken or omitted by Filtration in good faith; and (b) Cummins shall be entitled to rely upon any document or other paper delivered by Filtration as being authorized by each Subsidiary of Filtration that is a party to a Joinder Agreement, and Filtration shall be entitled to rely upon any document or other paper delivered by Cummins as being authorized by each Subsidiary of Cummins that is a party to a Joinder Agreementinterest.

Attorney-in-Fact. Each Subsidiary of Cummins that executes a Joinder Subject to Obligor’s rights under Section 2.12 and until this Agreement designates is terminated pursuant to Section 2.14, Obligor hereby irrevocably constitutes and appoints Cummins Lender and any officer or agent thereof, with full power of substitution, as such party’s agent its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Obligor and in the name of Obligor or in its own name, to act for take any appropriate action and to execute any document or instrument that may be necessary or desirable to preserve the validity, perfection and priority of the Liens granted on the Collateral by this Agreement and, during the continuance of any Event of Default with respect to Borrower, (i) to take any appropriate action and to execute any document or instrument that may be necessary or desirable to accomplish the purpose of carrying out the provisions of this Agreement and (ii) to exercise its rights, remedies, powers and privileges under this Agreement. This appointment as attorney‑in‑fact is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Obligor hereby gives Lender the power and right, on behalf of such party the Obligor, without notice to or assent by Obligor, upon the occurrence and during the continuation of any Event of Default with respect to Borrower, (i) to ask, demand, collect, xxx for, recover, receive and give receipt and discharge for amounts due and to become due under and in respect of all or any part of the absolute discretion Collateral, (ii) to file any claims or take any action or proceeding that Lender may deem necessary or advisable for the collection of Cumminsall or any part of the Collateral, and each Subsidiary of Filtration that executes a Joinder Agreement designates and appoints Filtration as such party’s agent and attorney-in-fact with full power and authority (iii) to act for and on behalf of such party in the absolute discretion of Filtrationexecute, in each case connection with any sale or disposition of the Collateral under Article II, any endorsements, assignments, bills of sale or other instruments of conveyance or transfer with respect to all matters relating or any part of the Collateral, (iv) pay or discharge taxes and liens levied or placed on or threatened against the Collateral, (v) execute, in connection with any sale provided for in Article II, any endorsement, assignment or other instrument of conveyance or transfer with respect to this Agreementthe Collateral, including execution and delivery (vi) (A) direct any party liable for any payment under any Collateral to make payment of any amendmentmoneys due or to become due thereunder directly to Lender or as Lender shall direct, supplement(B) ask or demand for, modification collect, and receive payment of and receipt for, any moneys, claims and other amounts due or termination to become due at any time in respect of this Agreement and any waiver or arising out of any claim Collateral, (C) commence and prosecute any suit, action or proceeding at law or in equity in any 8 PLEDGE AGREEMENT court of competent jurisdiction to collect any Collateral and to enforce any other right in respect of any Collateral, (D) defend any suit, action or proceeding brought against Obligor with respect to any Collateral, (E) settle, compromise or adjust any such suit, action or proceeding in respect of or arising out of any Collateral and, in connection therewith, give such discharges or releases as Lender may deem appropriate, and (F) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any Collateral as fully and completely as though Lender were the absolute owner thereof for all purposes, and do, at Lender’s option and such Obligor’s expense, at any time, or from time to time, all acts and things that Lender deems necessary to protect, preserve or realize upon the Collateral and Lender’s security interests therein and to effect the intent of this Agreement, agreeing on the Service Charges from time to time all as fully and any adjustments thereto, and, in general, to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions, and other instruments contemplated by or deemed advisable to effectuate the provisions of this Section 8.14. In addition, the Parties agree that: (a) this appointment and grant of power and authority is coupled with an interest and is in consideration of the mutual covenants made in this Agreement and is irrevocable and will not be terminated by any act of any Subsidiary that is a party or by operation of Law or by the occurrence of any other event. Each Subsidiary of Cummins that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Cummins pursuant to this Section 8.14, and each Subsidiary of Filtration that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Filtration pursuant to this Section 8.14. Each Subsidiary of Cummins that is a party to a Joinder Agreement agrees that Cummins shall have no obligation or Liability to any Person for any action taken or omitted by Cummins in good faith, and each Subsidiary of Filtration that is a party to a Joinder Agreement agrees that Filtration shall have no obligation or Liability to any Person for any action taken or omitted by Filtration in good faith; and (b) Cummins shall be entitled to rely upon any document or other paper delivered by Filtration effectively as being authorized by each Subsidiary of Filtration that is a party to a Joinder Agreement, and Filtration shall be entitled to rely upon any document or other paper delivered by Cummins as being authorized by each Subsidiary of Cummins that is a party to a Joinder Agreementsuch Obligor might do.

Attorney-in-Fact. Each Subsidiary of Cummins that executes a Joinder Agreement designates The Debtor hereby irrevocably appoints the Trustee, its nominee, and appoints Cummins any other Person whom the Trustee may designate, as such party’s agent and the Debtor's attorney-in-fact fact, with full power during the existence of any Event of Default, (i) to sign the Debtor's name on verifications of Accounts and authority other Collateral; (ii) to act 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 any other forms of payment or security that may come into the Trustee's possession or on any assignments, stock powers, or other instruments of transfer relating to the Collateral or any part thereof; (iv) to sign the Debtor's name on any invoice or bill of lading relating to any Collateral, on claims to enforce coxxxxtion 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 behalf of such party in public records; (v) to notify the absolute discretion of Cummins, and each Subsidiary of Filtration that executes a Joinder Agreement designates and appoints Filtration as such party’s agent and attorney-in-fact with full power and authority post office authorities to act change the address for and on behalf of such party in the absolute discretion of Filtration, in each case with respect to all matters relating to this Agreement, including execution and delivery of any amendmentthe Debtor's mail to an address designated by the Trustee; (vi) to receive, supplement, modification or termination open and dispose of this Agreement all mail addressed to the Debtor; and any waiver of any claim or right arising out of this Agreement, agreeing on the Service Charges from time to time and any adjustments thereto, and, in general, (vii) to do all things necessary to carry out the terms and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions, and other instruments contemplated by or deemed advisable to effectuate the provisions of this Section 8.14Agreement. In additionTo the fullest extent permitted by law, the Parties agree that: (a) this appointment Debtor hereby ratifies and grant approves all acts of power any such attorney and authority is agrees that neither the Trustee nor any such attorney will be liable for any acts or omissions nor for any error of judgment or mistake of fact or law other than, and to the extent of, such Person's gross negligence or willful misconduct. The foregoing powers of attorney, being coupled with an interest interest, are irrevocable until the Obligations have been fully paid and is in consideration of the mutual covenants made in this Agreement and is irrevocable and will not be terminated by any act of any Subsidiary that is a party or by operation of Law or by the occurrence of any other event. Each Subsidiary of Cummins that is a party to a Joinder Agreement hereby consents to the taking of any and all actions satisfied and the making of all decisions required or permitted to be taken or made by Cummins pursuant to this Section 8.14, and each Subsidiary of Filtration that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Filtration pursuant to this Section 8.14. Each Subsidiary of Cummins that is a party to a Joinder Agreement agrees that Cummins Security Interests shall have no obligation or Liability to any Person for any action taken or omitted by Cummins terminated in good faith, and each Subsidiary of Filtration that is a party to a Joinder Agreement agrees that Filtration shall have no obligation or Liability to any Person for any action taken or omitted by Filtration in good faith; and (b) Cummins shall be entitled to rely upon any document or other paper delivered by Filtration as being authorized by each Subsidiary of Filtration that is a party to a Joinder Agreement, and Filtration shall be entitled to rely upon any document or other paper delivered by Cummins as being authorized by each Subsidiary of Cummins that is a party to a Joinder Agreementaccordance with the terms hereof.

Attorney-in-Fact. Each Subsidiary of Cummins that executes a Joinder Agreement designates (a) Subject to Obligor's rights under Sections 2.13 through 2.16, Obligor hereby irrevocably constitutes and appoints Cummins the Collateral Agent and any officer or agent thereof, with full power of substitution, as such party’s agent its true and lawful attorney-in-fact with full irrevocable power and authority to act for and on behalf of such party in the absolute discretion place and stead of CumminsObligor and in the name of Obligor or in its own name, for the purpose of carrying out the provisions of this Agreement upon the occurrence and each Subsidiary during the continuation of Filtration an Event of Default, to (x) take any appropriate action and to execute any document or instrument that executes a Joinder may be necessary or desirable to accomplish the purposes of this Agreement, (y) preserve the validity, perfection and priority of the liens granted by this Agreement designates and, (z) exercise its rights, remedies, powers and appoints Filtration privileges under this Agreement. This appointment as such party’s agent and attorney-in-fact is irrevocable and coupled with full an interest. Without limiting the generality of the foregoing, Obligor hereby gives the Collateral Agent the power and authority to act for and right, on behalf of such party Obligor, without notice to or assent by Obligor, upon the occurrence and during the continuation of any Event of Default (i) to ask, demand, collect, xxx for, recover, receive and give receipt and discharge for amounts due and to become due under and in respect of all or any part of the Collateral, (ii) to, in the absolute discretion name of FiltrationObligor or its own name, or otherwise, take possession of, receive and indorse and collect any check, Account, Chattel Paper, draft, note, acceptance or other Instrument for the payment of moneys due under any Account or General Intangible, (iii) to file any claims or take any action or proceeding that the Collateral Agent may deem necessary or advisable for the collection of all or any part of the Collateral, (iv) to execute, in each case connection with any sale or disposition of the Collateral under Article V, any endorsements, assignments, bills of sale or other instruments of conveyance or transfer with respect to all matters or any part of the Collateral, (v) in the case of any Intellectual Property, execute and deliver, and have recorded, any agreement, instrument, document or paper as the Collateral Agent may request to evidence the Collateral Agent's security interest in such Intellectual Property and the goodwill and General Intangibles of Obligor relating thereto or represented thereby, (vi) pay or discharge taxes and Liens levied or placed on or threatened against the Collateral (other than Permitted Liens), effect any repair or pay or discharge any insurance called for by the terms of this Agreement (including all or any part of the premiums therefor and the costs thereof), (vii) execute, in connection with any sale PLEDGE AND SECURITY AGREEMENT (STEAMBOAT DEVELOPMENT) provided for in Article V, any endorsement, assignment or other instrument of conveyance or transfer with respect to the collateral; and (viii) (A) direct any party liable for any payment under any Collateral to make payment of any moneys due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall direct, (B) ask or demand for, collect, and receive payment of and receipt for, any moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral, (C) sign and indorse any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipt, draft against debtors, assignment, verification, notice and other document in connection with any Collateral, (D) commence and prosecute any suit, action or proceeding at law or in equity in any court of competent jurisdiction to collect any Collateral and to enforce any other right in respect of any Collateral, (E) defend any suit, action or proceeding brought against Obligor with respect to any Collateral, (F) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or releases as the Collateral Agent may deem appropriate, (G) assign any Copyright, Patent or Trademark (along with the goodwill of the business to which any such Trademark pertains) throughout the world for such term or terms, on such conditions, and in such manner as the Collateral Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment and (H) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any Collateral as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes, and do, at the Collateral Agent's option and Obligor's expense, at any time, or from time to time, all acts and things that the Collateral Agent reasonably deems necessary to protect, preserve or realize upon the Collateral and the Collateral Agent's and the other Secured Parties' security interests therein and to effect the intent of this Agreement, including execution all as fully and delivery effectively as Obligor might do. (b) Without limiting the rights and powers of any amendmentthe Collateral Agent under Section 2.12(a), supplementObligor hereby appoints the Collateral Agent as its attorney-in-fact, modification or termination effective the date of this Agreement and any waiver terminating upon the Discharge Date, for the purpose of, upon the occurrence and during the continuation of any claim an Event of Default, (i) executing on behalf of Obligor title or right arising out ownership applications for filing with appropriate state agencies to enable Motor Vehicles now owned or in the future acquired by Obligor to be retitled and the Collateral Agent to be listed as lien holder as to those Motor Vehicles, (ii) filing such applications with such state agencies, and (iii) executing such other documents and instruments on behalf of, and taking such other action in the name of, Obligor as the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement, agreeing Agreement (including the purpose of creating in favor of the Collateral Agent a perfected lien on the Service Charges from time Motor Vehicles and exercising the rights, remedies, powers and privileges of the Collateral Agent under Section 5.01). This appointment as attorney-in-fact is irrevocable and coupled with an interest. (c) Without limiting the rights and powers of the Collateral Agent under Section 2.12(a), Obligor hereby appoints the Collateral Agent as its attorney-in-fact, effective the date of this Agreement and terminating upon the Discharge Date, at the Collateral Agent's option, but without any obligation so to time and any adjustments theretodo, andfor the purpose of PLEDGE AND SECURITY AGREEMENT (STEAMBOAT DEVELOPMENT) performing, in general, to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructionsexecuting, and filing all such contracts, agreements and other instruments documents as are contemplated by or deemed advisable to effectuate Section 2.11(b). This appointment as attorney-in-fact is irrevocable and coupled with an interest. (d) The expenses of the provisions of Collateral Agent incurred in connection with actions undertaken as provided in this Section 8.14. In addition2.12, together with interest thereon at a rate per annum equal to the Parties agree that:rate per annum at which interest would then be payable on past due Notes under the Indenture, from the date of payment by the Collateral Agent to the date reimbursed by Obligor, shall be payable by Obligor to the Collateral Agent on demand and shall constitute Secured Obligations and be secured by the Liens of the Collateral Documents. (ae) Obligor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. All powers, authorizations and agencies contained in this appointment and grant of power and authority is Agreement are coupled with an interest and is in consideration of the mutual covenants made in are irrevocable until this Agreement and is irrevocable and will not be terminated by any act of any Subsidiary that is a party or by operation of Law or by the occurrence of any other event. Each Subsidiary of Cummins that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Cummins pursuant to this Section 8.14, and each Subsidiary of Filtration that is a party to a Joinder Agreement security interests created hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Filtration pursuant to this Section 8.14. Each Subsidiary of Cummins that is a party to a Joinder Agreement agrees that Cummins shall have no obligation or Liability to any Person for any action taken or omitted by Cummins in good faith, and each Subsidiary of Filtration that is a party to a Joinder Agreement agrees that Filtration shall have no obligation or Liability to any Person for any action taken or omitted by Filtration in good faith; and (b) Cummins shall be entitled to rely upon any document or other paper delivered by Filtration as being authorized by each Subsidiary of Filtration that is a party to a Joinder Agreement, and Filtration shall be entitled to rely upon any document or other paper delivered by Cummins as being authorized by each Subsidiary of Cummins that is a party to a Joinder Agreementare released.

Attorney-in-Fact. Each Subsidiary (a) Subject to the rights of Cummins that executes a Joinder Agreement designates the Debtor under Sections 2.06, 2.07, 2.08 and appoints Cummins as such party’s agent and 2.09, the Secured Party is hereby appointed the attorney-in-fact with full power of the Debtor for the purpose of carrying out the provisions of this Agreement and authority taking any action and executing any instruments which the Secured Party may deem necessary or advisable to act for accomplish the purposes of this Agreement, to preserve the validity, perfection and on behalf priority of such party in the absolute discretion Liens granted by this Agreement and, following any Event of CumminsDefault, to exercise its rights, remedies, powers and each Subsidiary of Filtration that executes a Joinder Agreement designates and appoints Filtration privileges under this Agreement. This appointment as such party’s agent and attorney-in-fact is irrevocable and coupled with full power an interest. Without limiting the generality of the foregoing, the Secured Party shall be entitled under this Agreement upon the occurrence and authority continuation of any Event of Default (i) to act ask, demand, collect, xxx for, recover, receive and give receipt and discharge for amounts due and on behalf to become due under and in respect of such party all or any part of the Collateral; (ii) to receive, endorse and collect any Instruments or other drafts, instruments, documents and chattel paper in connection with clause (i) above (including any draft or check representing the absolute discretion proceeds of Filtrationinsurance or the return of unearned premiums); (iii) to file any claims or take any action or proceeding that the Secured Party may deem necessary or advisable for the collection of all or any part of the Collateral, in each case including the collection of any compensation due and to become due under any contract or agreement with respect to all matters relating or any part of the Collateral; and (iv) to this Agreementexecute, including execution in connection with any sale or disposition of the collateral under Section 6, any endorsements, assignments, bills of sale or other instruments of conveyance or transfer with respect to all or any part of the Collateral. (b) Without limiting the rights and delivery powers of any amendmentthe Secured Party under Section 2.05(a), supplementthe Debtor hereby appoints the Secured Party as its attorney-in-fact, modification or termination effective the date of the signing of this Agreement and any waiver of any claim or right arising out terminating upon the termination of this Agreement, agreeing for the purpose of (i) filing such applications with such state agencies and (ii) executing such other documents and instruments on the Service Charges from time to time and any adjustments thereto, and, in general, to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructionsbehalf of, and taking such other instruments contemplated by action in the name of, the Debtor as the Secured Party may deem necessary or deemed advisable to effectuate accomplish the provisions purposes of this Section 8.14Agreement. In addition, the Parties agree that: (a) this This appointment as attorney-in-fact is irrevocable and grant of power and authority is coupled with an interest and is in consideration of the mutual covenants made in this Agreement and is irrevocable and will not be terminated by any act of any Subsidiary that is a party or by operation of Law or by the occurrence of any other event. Each Subsidiary of Cummins that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Cummins pursuant to this Section 8.14, and each Subsidiary of Filtration that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Filtration pursuant to this Section 8.14. Each Subsidiary of Cummins that is a party to a Joinder Agreement agrees that Cummins shall have no obligation or Liability to any Person for any action taken or omitted by Cummins in good faith, and each Subsidiary of Filtration that is a party to a Joinder Agreement agrees that Filtration shall have no obligation or Liability to any Person for any action taken or omitted by Filtration in good faith; and (b) Cummins shall be entitled to rely upon any document or other paper delivered by Filtration as being authorized by each Subsidiary of Filtration that is a party to a Joinder Agreement, and Filtration shall be entitled to rely upon any document or other paper delivered by Cummins as being authorized by each Subsidiary of Cummins that is a party to a Joinder Agreementinterest.

Attorney-in-Fact. Each Subsidiary of Cummins that executes a Joinder Agreement designates (a) Subject to Obligor's rights under Sections 2.13 through 2.16, Obligor hereby irrevocably constitutes and appoints Cummins the Collateral Agent and any officer or agent thereof, with full power of substitution, as such party’s agent its true and lawful attorney-in-fact with full irrevocable power and authority to act for and on behalf of such party in the absolute discretion place and stead of CumminsObligor and in the name of Obligor or in its own name, for the purpose of carrying out the provisions of this Agreement upon the occurrence and each Subsidiary during the continuation of Filtration an Event of Default, to (x) take any appropriate action and to execute any document or instrument that executes a Joinder may be necessary or desirable to accomplish the purposes of this Agreement, (y) preserve the validity, perfection and priority of the liens granted by this Agreement designates and, (z) exercise its rights, remedies, powers and appoints Filtration privileges under this Agreement. This appointment as such party’s agent and attorney-in-fact is irrevocable and coupled with full an interest. Without limiting the generality of the foregoing, Obligor hereby gives the Collateral Agent the power and authority to act for and right, on behalf of such party Obligor, without notice to or assent by Obligor, upon the occurrence and during the continuation of any Event of Default (i) to ask, demand, collect, xxx for, recover, receive and give receipt and discharge for amounts due and to become due under and in respect of all or any part of the Collateral, (ii) to, in the absolute discretion name of FiltrationObligor or its own name, or otherwise, take possession of, receive and indorse and collect any check, Account, Chattel Paper, draft, note, acceptance or other Instrument for the payment of moneys due under any Account or General Intangible, (iii) to file any claims or take any action or proceeding that the Collateral Agent may deem necessary or advisable for the collection of all or any part of the Collateral, (iv) to execute, in each case connection with any sale or disposition of the Collateral under Article V, any endorsements, assignments, bills of sale or other instruments of conveyance or transfer with respect to all matters or any part of the Collateral, (v) in the case of any Intellectual Property, execute and deliver, and have recorded, any agreement, instrument, document or paper as the Collateral Agent may request to evidence the Collateral Agent's security interest in such Intellectual Property and the goodwill and General Intangibles of Obligor relating thereto or represented thereby, (vi) pay or discharge taxes and Liens levied or placed on or threatened against the Collateral (other than Permitted Liens), effect any repair or pay or discharge any insurance called for by the terms of this Agreement (including all or any part of the PLEDGE AND SECURITY AGREEMENT (ORMAT FUNDING CORP.) premiums therefor and the costs thereof), (vii) execute, in connection with any sale provided for in Article V, any endorsement, assignment or other instrument of conveyance or transfer with respect to the collateral; and (viii) (A) direct any party liable for any payment under any Collateral to make payment of any moneys due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall direct, (B) ask or demand for, collect, and receive payment of and receipt for, any moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral, (C) sign and indorse any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipt, draft against debtors, assignment, verification, notice and other document in connection with any Collateral, (D) commence and prosecute any suit, action or proceeding at law or in equity in any court of competent jurisdiction to collect any Collateral and to enforce any other right in respect of any Collateral, (E) defend any suit, action or proceeding brought against Obligor with respect to any Collateral, (F) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or releases as the Collateral Agent may deem appropriate, (G) assign any Copyright, Patent or Trademark (along with the goodwill of the business to which any such Trademark pertains) throughout the world for such term or terms, on such conditions, and in such manner as the Collateral Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment and (H) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any Collateral as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes, and do, at the Collateral Agent's option and Obligor's expense, at any time, or from time to time, all acts and things that the Collateral Agent reasonably deems necessary to protect, preserve or realize upon the Collateral and the Collateral Agent's and the other Secured Parties' security interests therein and to effect the intent of this Agreement, including execution all as fully and delivery effectively as Obligor might do. (b) Without limiting the rights and powers of any amendmentthe Collateral Agent under Section 2.12(a), supplementObligor hereby appoints the Collateral Agent as its attorney-in-fact, modification or termination effective the date of this Agreement and any waiver terminating upon the Discharge Date, for the purpose of, upon the occurrence and during the continuation of any claim an Event of Default, (i) executing on behalf of Obligor title or right arising out ownership applications for filing with appropriate state agencies to enable Motor Vehicles now owned or in the future acquired by Obligor to be retitled and the Collateral Agent to be listed as lien holder as to those Motor Vehicles, (ii) filing such applications with such state agencies, and (iii) executing such other documents and instruments on behalf of, and taking such other action in the name of, Obligor as the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement, agreeing Agreement (including the purpose of creating in favor of the Collateral Agent a perfected lien on the Service Charges from time to time Motor Vehicles and any adjustments theretoexercising the rights, andremedies, in general, to do all things powers and to perform all acts, including executing privileges of the Collateral Agent under Section 5.01). This appointment as attorney-in-fact is irrevocable and delivering all agreements, certificates, receipts, instructions, and other instruments contemplated by or deemed advisable to effectuate the provisions of this Section 8.14. In addition, the Parties agree that: (a) this appointment and grant of power and authority is coupled with an interest interest. (c) Without limiting the rights and is in consideration powers of the mutual covenants made in Collateral Agent under Section 2.12(a), Obligor hereby appoints the Collateral Agent as its attorney-in-fact, effective the date of this Agreement and is irrevocable and will not be terminated by any act of any Subsidiary that is a party or by operation of Law or by terminating upon the occurrence of any other event. Each Subsidiary of Cummins that is a party to a Joinder Agreement hereby consents to Discharge Date, at the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Cummins pursuant to this Section 8.14, and each Subsidiary of Filtration that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Filtration pursuant to this Section 8.14. Each Subsidiary of Cummins that is a party to a Joinder Agreement agrees that Cummins shall have no obligation or Liability to any Person for any action taken or omitted by Cummins in good faith, and each Subsidiary of Filtration that is a party to a Joinder Agreement agrees that Filtration shall have no obligation or Liability to any Person for any action taken or omitted by Filtration in good faith; and PLEDGE AND SECURITY AGREEMENT (b) Cummins shall be entitled to rely upon any document or other paper delivered by Filtration as being authorized by each Subsidiary of Filtration that is a party to a Joinder Agreement, and Filtration shall be entitled to rely upon any document or other paper delivered by Cummins as being authorized by each Subsidiary of Cummins that is a party to a Joinder AgreementORMAT FUNDING CORP.)

Attorney-in-Fact. Each Subsidiary of Cummins that executes a Joinder Agreement designates Debtor appoints Administrative Agent, its successors and appoints Cummins assigns, as such party’s agent and Debtor's attorney-in-fact (without requiring it to act as such), with full power of substitution, to do any act which Debtor is obligated by this Security Agreement to do, including, but not limited to, the power to do the following: (a) issue such orders and instructions as are necessary or appropriate to effect the registration of the Collateral on the books of the issuer of the Collateral in the name of Administrative Agent or to effect the sale or disposition of the Collateral; (b) endorse the name of Debtor on all checks, drafts, money orders, or other instruments for the payment of monies that are payable to Debtor and constitute collections of the Collateral; (c) execute in the name of Debtor any schedules, assignments, instruments, documents, financing statements, amendments of financing statements, applications for registration, and other papers deemed necessary or appropriate by Administrative Agent to perfect, preserve, or enforce the Security Interest; (d) exercise all rights of Debtor in the Collateral; (e) make extension agreements with respect to Collateral; (f) release any party liable on or any security for the Collateral and give receipts and acquittances and compromise disputes in connection therewith; (g) make withdrawals from and close deposit accounts and other accounts with any financial institution into which proceeds may have been deposited and apply funds so withdrawn as provided herein; (h) give notice of Administrative Agent's rights under this Security Agreement; (i) enter onto Debtor's premises to inspect the Collateral; (j) receive, open, and read mail addressed to Debtor; (k) verify facts concerning the Collateral by inquiry of obligors thereon, or otherwise, in its own name or a fictitious name; (l) make collections and execute all papers and instruments and do all other things it deems appropriate to preserve and protect the Collateral and to protect Administrative Agent's interest in the Collateral; and (m) do all acts and things and execute all documents in the name of Debtor or otherwise, deemed necessary, proper, or convenient by Administrative Agent in connection with the preservation, perfection, and enforcement of its rights hereunder. The power and authority to act herein conferred upon Administrative Agent may be exercised by Administrative Agent through any person who, at the time of the execution of the particular instrument, is an officer of Administrative Agent. All persons dealing with Administrative Agent, or any substitute, shall be fully protected in treating the powers and authorities conferred by this paragraph as continuing in full force and effect until advised by Administrative Agent that all of the Indebtedness is finally paid and satisfied. The power of attorney herein conferred is granted for and on behalf of such party in the absolute discretion of Cumminsvaluable consideration, is coupled with an interest, and each Subsidiary is irrevocable so long as any part of Filtration that executes a Joinder Agreement designates the Indebtedness is unpaid and appoints Filtration shall not be terminated prior thereto or affected by any act or Debtor or any other person or by operation of law, including, without limitation, the dissolution, death, disability, or incompetency of any person. Administrative Agent agrees it will not exercise its powers as such party’s agent and attorney-in-fact with full power and authority to act for and on behalf of such party in the absolute discretion of Filtration, in each case with respect to all matters relating to this Agreement, including execution and delivery of any amendment, supplement, modification or termination of this Agreement and any waiver of any claim or right arising out of this Agreement, agreeing on the Service Charges from time to time and any adjustments thereto, and, in general, to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions, and other instruments contemplated by or deemed advisable to effectuate the provisions of this Section 8.14. In addition, the Parties agree that: (a) this appointment and grant of power and authority is coupled with an interest and is in consideration of the mutual covenants made in this Agreement and is irrevocable and will not be terminated by any act of any Subsidiary that is a party or by operation of Law or by until the occurrence of any other event. Each Subsidiary an Event of Cummins that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Cummins pursuant to this Section 8.14, and each Subsidiary of Filtration that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Filtration pursuant to this Section 8.14. Each Subsidiary of Cummins that is a party to a Joinder Agreement agrees that Cummins shall have no obligation or Liability to any Person for any action taken or omitted by Cummins in good faith, and each Subsidiary of Filtration that is a party to a Joinder Agreement agrees that Filtration shall have no obligation or Liability to any Person for any action taken or omitted by Filtration in good faith; and (b) Cummins shall be entitled to rely upon any document or other paper delivered by Filtration as being authorized by each Subsidiary of Filtration that is a party to a Joinder Agreement, and Filtration shall be entitled to rely upon any document or other paper delivered by Cummins as being authorized by each Subsidiary of Cummins that is a party to a Joinder AgreementDefault.

Attorney-in-Fact. Each Subsidiary of Cummins that executes a Joinder (a) Without limiting any rights or powers granted by this Agreement designates to the Secured Party, the Grantors hereby irrevocably constitutes and appoints Cummins the Secured Party and any officer or agent thereof, with full power of substitution, as such party’s agent its true and lawful attorney-in-fact with full irrevocable power and authority to act for and on behalf of such party in the absolute discretion place and stead of Cumminsthe Grantors and in the name of the Grantors or in its own name, at the Grantor’s sole cost and each Subsidiary expense, for the purpose of Filtration carrying out the provisions of this Agreement upon the occurrence and during the continuation of a Fundamental Event of Default, or otherwise as contemplated by Section 4.06 and Section 5.01, to (a) take any appropriate action and to execute any document or instrument that executes a Joinder may be necessary or desirable to accomplish the terms of this Agreement designates (including taking actions under any Consent to Assignment), (b) preserve the validity and appoints Filtration perfection of the Liens granted by this Agreement and (c) exercise its rights, remedies, powers and privileges under this Agreement (including taking actions under any Consent to Assignment). This appointment as such party’s agent and attorney-in-fact is irrevocable and coupled with full an interest. Without limiting the generality of the foregoing, the Grantors hereby give the Secured Party the power and authority to act for and right, on behalf of such party the Grantors, without notice to or assent by the Grantors, upon the occurrence and during the continuation of a Fundamental Event of Default (or as otherwise provided in Section 4.06 or Section 5.01), to: (i) ask, demand, collect, sue for, recover, receive and give receipt and discharge for amounts due and to become due under and in respect of all or any part of the Collateral, (ii) in the absolute discretion name of Filtrationany Grantor or its own name or otherwise, take possession of, receive and indorse and collect any check, Account, Chattel Paper, draft, note, acceptance or other Instrument for the payment of moneys due under any Account or general intangible, in each case with respect to any Collateral, (iii) file any claims or take any other action that the Secured Party may deem necessary or advisable for the collection of all matters relating to or any part of the Collateral, (iv) execute, in connection with any sale or disposition of the Collateral under this Agreement, including execution and delivery any endorsements, assignments, bills of sale or other instruments of conveyance or transfer with respect to all or any part of the Collateral, (v) in the case of any amendmentIntellectual Property constituting Collateral, supplementexecute and deliver, modification and have recorded, any agreement, instrument, document or termination paper as the Secured Party may request to evidence the Secured Party’s security interest in such Intellectual Property and the goodwill and general intangibles of any Grantor relating thereto or represented thereby, (vi) pay or discharge Taxes and Liens levied or placed on or threatened against the Collateral (other than a Lien of the type referenced in clause (a)(i) of the definition of Permitted Lien), effect any repair or pay or discharge any insurance called for by the terms of this Agreement or the other Secured Obligation Documents (including all or any part of the premiums therefor and the costs thereof), (vii) direct any waiver party liable for any payment under any Collateral to make payment of any claim moneys due or to become due thereunder directly to the Secured Party or as the Secured Party shall direct, (viii) sign and indorse any invoice, freight or express bill, bill of lading, storage or warehouse receipt, draft against debtors, assignment, verification, notice or other document in connection with any Collateral, (ix) commence and prosecute any suit, action or proceeding at law or in equity in any court of competent jurisdiction to collect any Collateral and to enforce any other right arising out in respect of any Collateral, (x) defend any suit, action or proceeding brought against any Grantor with respect to any Collateral, (xi) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or releases as the Secured Party may deem appropriate, (xii) assign any Copyright, Patent or Trademark (along with the goodwill of the business to which any such Trademark pertains) constituting Collateral throughout the world for such term or terms, on such conditions and in such manner as the Secured Party shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment, (xiii) cure any default by SusOils under any Assigned Agreement, and (xiv) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any Collateral as fully and completely as though the Secured Party were the absolute owner thereof for all purposes, and do, at the Secured Party’s option and the expense of the Grantors, at any time, or from time to time, all acts and things that the Secured Party reasonably deems necessary to protect, preserve or realize upon the Collateral and the Secured Party’s Liens thereon and to effect the terms of this Agreement, agreeing on the Service Charges from time to time all as fully and effectively as any adjustments thereto, and, in general, to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions, and other instruments contemplated by or deemed advisable to effectuate the provisions of this Section 8.14. In addition, the Parties agree that: (a) this appointment and grant of power and authority is coupled with an interest and is in consideration of the mutual covenants made in this Agreement and is irrevocable and will not be terminated by any act of any Subsidiary that is a party or by operation of Law or by the occurrence of any other event. Each Subsidiary of Cummins that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Cummins pursuant to this Section 8.14, and each Subsidiary of Filtration that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Filtration pursuant to this Section 8.14. Each Subsidiary of Cummins that is a party to a Joinder Agreement agrees that Cummins shall have no obligation or Liability to any Person for any action taken or omitted by Cummins in good faith, and each Subsidiary of Filtration that is a party to a Joinder Agreement agrees that Filtration shall have no obligation or Liability to any Person for any action taken or omitted by Filtration in good faith; andGrantor might do. (b) Cummins Each Grantor hereby ratifies all that said attorney shall lawfully do or cause to be entitled done by virtue hereof, in each case pursuant to rely upon the powers granted hereunder. Upon the occurrence and during the continuation of a Fundamental Event of Default (or as otherwise provided in Section 4.06 or Section 5.01), the Grantors hereby acknowledge and agree that the Secured Party shall have no fiduciary duties to the Grantors in acting pursuant to this power of attorney and the Grantors hereby waive any document claims or other paper delivered by Filtration as being authorized by each Subsidiary rights of Filtration that is a party to beneficiary of a Joinder Agreement, and Filtration shall be entitled to rely upon any document or other paper delivered by Cummins as being authorized by each Subsidiary of Cummins that is a party to a Joinder Agreementfiduciary relationship hereunder.

Attorney-in-Fact. Each Subsidiary of Cummins that executes a Joinder Agreement designates and Subject to compliance with applicable Nevada Gaming Laws, each Debtor hereby irrevocably appoints Cummins the Intercreditor Agent as such party’s agent and Debtors' attorney-in-fact fact, with full power authority in the place and authority to act for stead of Debtor and on behalf in the name of such party Debtor, the Intercreditor Agent or otherwise, from time to time upon and following the occurrence and continuation of an Event of Default, Default (as defined in the absolute discretion Mortgage Notes Indenture) or Potential Event of Cummins, and each Subsidiary of Filtration that executes a Joinder Agreement designates and appoints Filtration as such party’s agent and attorney-in-fact with full power and authority to act for and on behalf of such party Default in the absolute Intercreditor Agent's discretion of Filtration, in each case with respect to all matters relating take any action and to this Agreement, including execution and delivery of execute any amendment, supplement, modification instrument that the Intercreditor Agent may deem necessary or termination of this Agreement and any waiver of any claim or right arising out advisable to accomplish the purposes of this Agreement, agreeing on including: 9.1 to obtain and adjust insurance required to be maintained by Debtors or paid to the Service Charges Intercreditor Agent pursuant to this Agreement; 9.2 to ask for, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; 9.3 to receive, endorse and collect any drafts or other instruments, documents and chattel paper in connection with clauses (a) and (b) above; 9.4 to file any claims or take any action or institute any proceedings that the Intercreditor Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Intercreditor Agent with respect to any of the Collateral; 9.5 to pay or discharge taxes or Liens (other than Permitted Liens) levied or placed upon or threatened against the Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by the Intercreditor Agent in its sole discretion, any such payments made by the Intercreditor Agent to become obligations of Debtor to the Intercreditor Agent, due and payable immediately without demand; 9.6 to sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts and other documents relating to the Collateral; and 9.7 upon the occurrence and during the continuation of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Intercreditor Agent were the absolute owner thereof for all purposes, and to do, at the Intercreditor Agent's option and Debtors' expense, at any time or from time to time time, all acts and any adjustments theretothings that the Intercreditor Agent deems necessary to protect, and, preserve or realize upon the Collateral and the Intercreditor Agent's security interest therein in general, order to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions, and other instruments contemplated by or deemed advisable to effectuate effect the provisions intent of this Section 8.14. In addition, the Parties agree that: (a) this appointment and grant of power and authority is coupled with an interest and is in consideration of the mutual covenants made in this Agreement and is irrevocable and will not be terminated by any act of any Subsidiary that is a party or by operation of Law or by the occurrence of any other event. Each Subsidiary of Cummins that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Cummins pursuant to this Section 8.14, and each Subsidiary of Filtration that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Filtration pursuant to this Section 8.14. Each Subsidiary of Cummins that is a party to a Joinder Agreement agrees that Cummins shall have no obligation or Liability to any Person for any action taken or omitted by Cummins in good faith, and each Subsidiary of Filtration that is a party to a Joinder Agreement agrees that Filtration shall have no obligation or Liability to any Person for any action taken or omitted by Filtration in good faith; and (b) Cummins shall be entitled to rely upon any document or other paper delivered by Filtration as being authorized by each Subsidiary of Filtration that is a party to a Joinder Agreement, all as fully and Filtration shall be entitled to rely upon any document or other paper delivered by Cummins effectively as being authorized by each Subsidiary of Cummins that is a party to a Joinder AgreementDebtor might do.

Attorney-in-Fact. Each Subsidiary of Cummins that executes a Joinder Agreement designates (a) Subject to Obligor's rights under Sections 2.13 through 2.16, Obligor hereby irrevocably constitutes and appoints Cummins the Collateral Agent and any officer or agent thereof, with full power of substitution, as such party’s agent its true and lawful attorney-in-fact with full irrevocable power and authority to act for and on behalf of such party in the absolute discretion place and stead of CumminsObligor and in the name of Obligor or in its own name, for the purpose of carrying out the provisions of this Agreement upon the occurrence and each Subsidiary during the continuation of Filtration an Event of Default, to (x) take any appropriate action and to execute any document or instrument that executes a Joinder may be necessary or desirable to accomplish the purposes of this Agreement, (y) preserve the validity, perfection and priority of the liens granted by this Agreement designates and, (z) exercise its rights, remedies, powers and appoints Filtration privileges under this Agreement. This appointment as such party’s agent and attorney-in-fact is irrevocable and coupled with full an interest. Without limiting the generality of the foregoing, Obligor hereby gives the Collateral Agent the power and authority to act for and right, on behalf of such party Obligor, without notice to or assent by Obligor, upon the occurrence and during the continuation of any Event of Default (i) to ask, demand, collect, xxx for, recover, receive and give receipt and discharge for amounts due and to become due under and in respect of all or any part of the Collateral, (ii) to, in the absolute discretion name of FiltrationObligor or its own name, or otherwise, take possession of, receive and indorse and collect any check, Account, Chattel Paper, draft, note, acceptance or other Instrument for the payment of moneys due under any Account or General Intangible, (iii) to file any claims or take any action or proceeding that the Collateral Agent may deem necessary or advisable for the collection of all or any part of the Collateral, (iv) to execute, in each case connection with any sale or disposition of the Collateral under Article V, any endorsements, assignments, bills of sale or other instruments of conveyance or transfer with respect to all matters or any part of the Collateral, (v) in the case of any Intellectual Property, execute and deliver, and have recorded, any agreement, instrument, document or paper as the Collateral Agent may request to evidence the Collateral Agent's security interest in such Intellectual Property and the goodwill and General Intangibles of Obligor relating thereto or represented thereby, (vi) pay or discharge taxes and Liens levied or placed on or threatened against the Collateral (other than Permitted Liens), effect any repair or pay or discharge any insurance called for by the terms of this Agreement (including all or any part of the premiums therefor and the costs thereof), (vii) execute, in connection with any sale provided for in Article V, any endorsement, assignment or other instrument of conveyance or transfer with respect to the collateral; and (viii) (A) direct any party liable for any payment under any Collateral to make payment of any moneys due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall direct, (B) ask or demand for, collect, and receive payment of and receipt for, any moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral, (C) sign and indorse any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipt, draft against debtors, assignment, verification, notice and other document in connection with any Collateral, (D) commence and prosecute any suit, action or proceeding at law or in equity in any court of competent jurisdiction to collect any Collateral and to enforce any other right in respect of any Collateral, (E) defend any suit, action or proceeding brought against Obligor with respect to any Collateral, (F) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or releases as the Collateral Agent may deem appropriate, (G) assign any Copyright, Patent or Trademark (along with the goodwill of the business to which any such Trademark pertains) throughout the world for such term or terms, on such conditions, and in such manner as the Collateral Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment and (H) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any Collateral as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes, and do, at the Collateral Agent's option and Obligor's expense, at any time, or from time to time, all acts and things that the Collateral Agent reasonably deems necessary to protect, preserve or realize upon the Collateral and the Collateral Agent's and the other Secured Parties' security interests therein and to effect the intent of this Agreement, including execution all as fully and delivery effectively as Obligor might do. (b) Without limiting the rights and powers of any amendmentthe Collateral Agent under Section 2.12(a), supplementObligor hereby appoints the Collateral Agent as its attorney-in-fact, modification or termination effective the date of this Agreement and any waiver terminating upon the Discharge Date, for the purpose of, upon the occurrence and during the continuation of any claim an Event of Default, (i) executing on behalf of Obligor title or right arising out ownership applications for filing with appropriate state agencies to enable Motor Vehicles now owned or in the future acquired by Obligor to be retitled and the Collateral Agent to be listed as lien holder as to those Motor Vehicles, (ii) filing such applications with such state agencies, and (iii) executing such other documents and instruments on behalf of, and taking such other action in the name of, Obligor as the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement, agreeing Agreement (including the purpose of creating in favor of the Collateral Agent a perfected lien on the Service Charges from time Motor Vehicles and exercising the rights, remedies, powers and privileges of the Collateral Agent under Section 5.01). This appointment as attorney-in-fact is irrevocable and coupled with an interest. (c) Without limiting the rights and powers of the Collateral Agent under Section 2.12(a), Obligor hereby appoints the Collateral Agent as its attorney-in-fact, effective the date of this Agreement and terminating upon the Discharge Date, at the Collateral Agent's option, but without any obligation so to time and any adjustments theretodo, andfor the purpose of performing, in general, to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructionsexecuting, and filing all such contracts, agreements and other instruments documents as are contemplated by or deemed advisable to effectuate Section 2.11(b). This appointment as attorney-in-fact is irrevocable and coupled with an interest. (d) The expenses of the provisions of Collateral Agent incurred in connection with actions undertaken as provided in this Section 8.14. In addition2.12, together with interest thereon at a rate per annum equal to the Parties agree that:rate per annum at which interest would then be payable on past due Notes under the Indenture, from the date of payment by the Collateral Agent to the date reimbursed by Obligor, shall be payable by Obligor to the Collateral Agent on demand and shall constitute Secured Obligations and be secured by the Liens of the Collateral Documents. (ae) Obligor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. All powers, authorizations and agencies contained in this appointment and grant of power and authority is Agreement are coupled with an interest and is in consideration of the mutual covenants made in are irrevocable until this Agreement and is irrevocable and will not be terminated by any act of any Subsidiary that is a party or by operation of Law or by the occurrence of any other event. Each Subsidiary of Cummins that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Cummins pursuant to this Section 8.14, and each Subsidiary of Filtration that is a party to a Joinder Agreement security interests created hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Filtration pursuant to this Section 8.14. Each Subsidiary of Cummins that is a party to a Joinder Agreement agrees that Cummins shall have no obligation or Liability to any Person for any action taken or omitted by Cummins in good faith, and each Subsidiary of Filtration that is a party to a Joinder Agreement agrees that Filtration shall have no obligation or Liability to any Person for any action taken or omitted by Filtration in good faith; and (b) Cummins shall be entitled to rely upon any document or other paper delivered by Filtration as being authorized by each Subsidiary of Filtration that is a party to a Joinder Agreement, and Filtration shall be entitled to rely upon any document or other paper delivered by Cummins as being authorized by each Subsidiary of Cummins that is a party to a Joinder Agreementare released.

Attorney-in-Fact. Each Subsidiary of Cummins that executes a Joinder Agreement designates (a) Subject to Obligor's rights under Sections 2.13 through 2.16, Obligor hereby irrevocably constitutes and appoints Cummins the Collateral Agent and any officer or agent thereof, with full power of substitution, as such party’s agent its true and lawful attorney-in-fact with full irrevocable power and authority to act for and on behalf of such party in the absolute discretion place and stead of CumminsObligor and in the name of Obligor or in its own name, for the purpose of carrying out the provisions of this Agreement upon the occurrence and each Subsidiary during the continuation of Filtration an Event of Default, to (x) take any appropriate action and to execute any document or instrument that executes a Joinder may be necessary or desirable to accomplish the purposes of this Agreement, (y) preserve the validity, perfection and priority of the liens granted by this Agreement designates and, (z) exercise its rights, remedies, powers and appoints Filtration privileges under this Agreement. This appointment as such party’s agent and attorney-in-fact is irrevocable and coupled with full an interest. Without limiting the generality of the foregoing, Obligor hereby gives the Collateral Agent the power and authority to act for and right, on behalf of such party Obligor, without notice to or assent by Obligor, upon the occurrence and during the continuation of any Event of Default (i) to ask, demand, collect, xxx for, recover, receive and give receipt and discharge for amounts due and to become due under and in respect of all or any part of the Collateral, (ii) to, in the absolute discretion name of FiltrationObligor or its own name, or otherwise, take possession of, receive and indorse and collect any check, Account, Chattel Paper, draft, note, acceptance or other Instrument for the payment of moneys due under any Account or General Intangible, (iii) to file any claims or take any action or proceeding that the Collateral Agent may deem necessary or advisable for the collection of all or any part of the Collateral, (iv) to execute, in each case connection with any sale or disposition of the Collateral under Article V, any endorsements, assignments, bills of sale or other instruments of conveyance or transfer with respect to all matters or any part of the Collateral, (v) in the case of any Intellectual Property, execute and deliver, and have recorded, any agreement, instrument, document or paper as the Collateral Agent may request to evidence the Collateral Agent's security interest in such Intellectual Property and the goodwill and General Intangibles of Obligor relating thereto or represented thereby, (vi) pay or discharge taxes and Liens levied or placed on or threatened against the Collateral (other than Permitted Liens), effect any repair or pay or discharge any insurance called for by the terms of this Agreement (including all or any part of the premiums therefor and the costs thereof), (vii) execute, in connection with any sale provided for in Article V, any endorsement, assignment or other instrument of conveyance or transfer with respect to the collateral; and (viii) (A) direct any party liable for any payment under any Collateral to make payment of any moneys due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall direct, (B) ask or demand for, collect, and receive payment of and receipt for, any moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral, (C) sign and indorse any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipt, draft against debtors, assignment, verification, notice and other document in connection with any Collateral, (D) commence and prosecute any suit, action or proceeding at law or in equity in any court of competent jurisdiction to collect PLEDGE AND SECURITY AGREEMENT (XXXXX) any Collateral and to enforce any other right in respect of any Collateral, (E) defend any suit, action or proceeding brought against Obligor with respect to any Collateral, (F) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or releases as the Collateral Agent may deem appropriate, (G) assign any Copyright, Patent or Trademark (along with the goodwill of the business to which any such Trademark pertains) throughout the world for such term or terms, on such conditions, and in such manner as the Collateral Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment and (H) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any Collateral as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes, and do, at the Collateral Agent's option and Obligor's expense, at any time, or from time to time, all acts and things that the Collateral Agent reasonably deems necessary to protect, preserve or realize upon the Collateral and the Collateral Agent's and the other Secured Parties' security interests therein and to effect the intent of this Agreement, including execution all as fully and delivery effectively as Obligor might do. (b) Without limiting the rights and powers of any amendmentthe Collateral Agent under Section 2.12(a), supplementObligor hereby appoints the Collateral Agent as its attorney-in-fact, modification or termination effective the date of this Agreement and any waiver terminating upon the Discharge Date, for the purpose of, upon the occurrence and during the continuation of any claim an Event of Default, (i) executing on behalf of Obligor title or right arising out ownership applications for filing with appropriate state agencies to enable Motor Vehicles now owned or in the future acquired by Obligor to be retitled and the Collateral Agent to be listed as lien holder as to those Motor Vehicles, (ii) filing such applications with such state agencies, and (iii) executing such other documents and instruments on behalf of, and taking such other action in the name of, Obligor as the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement, agreeing Agreement (including the purpose of creating in favor of the Collateral Agent a perfected lien on the Service Charges from time Motor Vehicles and exercising the rights, remedies, powers and privileges of the Collateral Agent under Section 5.01). This appointment as attorney-in-fact is irrevocable and coupled with an interest. (c) Without limiting the rights and powers of the Collateral Agent under Section 2.12(a), Obligor hereby appoints the Collateral Agent as its attorney-in-fact, effective the date of this Agreement and terminating upon the Discharge Date, at the Collateral Agent's option, but without any obligation so to time and any adjustments theretodo, andfor the purpose of performing, in general, to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructionsexecuting, and filing all such contracts, agreements and other instruments documents as are contemplated by or deemed advisable to effectuate Section 2.11(b). This appointment as attorney-in-fact is irrevocable and coupled with an interest. (d) The expenses of the provisions of Collateral Agent incurred in connection with actions undertaken as provided in this Section 8.142.12, together with interest thereon at a rate per annum equal to the rate per annum at which interest would then be payable on past due Notes under the Indenture, from the date of payment by the Collateral Agent to the date reimbursed by Obligor, shall be payable by Obligor to the Collateral Agent on demand and shall constitute Secured Obligations and be secured by the Liens of the Collateral Documents. In addition, the Parties agree that:PLEDGE AND SECURITY AGREEMENT (XXXXX) (ae) Obligor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. All powers, authorizations and agencies contained in this appointment and grant of power and authority is Agreement are coupled with an interest and is in consideration of the mutual covenants made in are irrevocable until this Agreement and is irrevocable and will not be terminated by any act of any Subsidiary that is a party or by operation of Law or by the occurrence of any other event. Each Subsidiary of Cummins that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Cummins pursuant to this Section 8.14, and each Subsidiary of Filtration that is a party to a Joinder Agreement security interests created hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Filtration pursuant to this Section 8.14. Each Subsidiary of Cummins that is a party to a Joinder Agreement agrees that Cummins shall have no obligation or Liability to any Person for any action taken or omitted by Cummins in good faith, and each Subsidiary of Filtration that is a party to a Joinder Agreement agrees that Filtration shall have no obligation or Liability to any Person for any action taken or omitted by Filtration in good faith; and (b) Cummins shall be entitled to rely upon any document or other paper delivered by Filtration as being authorized by each Subsidiary of Filtration that is a party to a Joinder Agreement, and Filtration shall be entitled to rely upon any document or other paper delivered by Cummins as being authorized by each Subsidiary of Cummins that is a party to a Joinder Agreementare released.

Attorney-in-Fact. Each Subsidiary (a) Borrower hereby appoints Holder the attorney in fact of Cummins Borrower for the purpose of carrying out the provisions of this Note and the Assignment and taking any action and executing any instruments which Holder may deem necessary or advisable to accomplish the purposes of this Note and the Assignment, to preserve the validity, perfection and priority of the liens granted by the Assignment and, following any default, to exercise its rights, remedies, powers and privileges under this Note and the Assignment. This appointment as attorney in fact is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, Holder shall be entitled under this Note and the Assignment upon the occurrence and continuation of any Event of Default (i) to make, sign, file and record any security instruments, (ii) to ask, demand, collect, xxx for, recover, receive and give receipt and discharge for amounts due and to become due under and in respect of all or any part of the Collateral; (iii) to receive, endorse and collect any instruments or other drafts, instruments, documents and chattel paper in connection with clause (ii) above (including any draft or check representing the proceeds of insurance or the return of unearned premiums); (iv) to file any claims or take any action or proceeding that executes a Joinder Agreement designates Holder may deem necessary or advisable for the collection of all or any part of the Collateral, including the collection of any compensation due and appoints Cummins as such party’s agent and attorney-in-fact with full power and authority to act for and on behalf of such party in the absolute discretion of Cummins, and each Subsidiary of Filtration that executes a Joinder Agreement designates and appoints Filtration as such party’s agent and attorney-in-fact with full power and authority to act for and on behalf of such party in the absolute discretion of Filtration, in each case become due under any contract or agreement with respect to all matters relating or any part of the Collateral; and (v) to this Agreement, including execution and delivery of any amendment, supplement, modification or termination of this Agreement and any waiver of any claim or right arising out of this Agreement, agreeing on the Service Charges from time to time and any adjustments thereto, andexecute, in generalconnection with any sale or disposition of the Collateral, to do all things and to perform all actsany endorsements, including executing and delivering all agreementsassignments, certificates, receipts, instructions, and bills of sale or other instruments contemplated by of conveyance or deemed advisable transfer with respect to effectuate the provisions of this Section 8.14. In addition, the Parties agree that: (a) this appointment and grant of power and authority is coupled with an interest and is in consideration all or any part of the mutual covenants made in this Agreement and is irrevocable and will not be terminated by any act of any Subsidiary that is a party or by operation of Law or by the occurrence of any other event. Each Subsidiary of Cummins that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Cummins pursuant to this Section 8.14, and each Subsidiary of Filtration that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Filtration pursuant to this Section 8.14. Each Subsidiary of Cummins that is a party to a Joinder Agreement agrees that Cummins shall have no obligation or Liability to any Person for any action taken or omitted by Cummins in good faith, and each Subsidiary of Filtration that is a party to a Joinder Agreement agrees that Filtration shall have no obligation or Liability to any Person for any action taken or omitted by Filtration in good faith; andCollateral. (b) Cummins shall be entitled to rely Without limiting the rights and powers of Holder under Section 1.8(a), Borrower hereby appoints Holder as its attorney in fact, effective date hereof and terminating upon any document or other paper delivered by Filtration as being authorized by each Subsidiary the satisfaction in full of Filtration that is a party to a Joinder Agreementthe Obligation, for the purpose of (i) preparing, executing on behalf of Borrower, filing, and Filtration shall be entitled recording collateral assignment and financing statement documents with appropriate state and county agencies to rely upon any document perfect and enforce the liens granted by the Assignment, (ii) filing such applications with such state agencies and (iii) executing such other documents and instruments on behalf of, and taking such other action in the name of, Borrower as Holder may deem necessary or other paper delivered by Cummins advisable to accomplish the purposes of this Note and the Assignment (including the purpose of creating in favor of Holder a perfected lien on the property and exercising the rights and remedies of Holder hereunder). This appointment as being authorized by each Subsidiary of Cummins that attorney in fact is a party to a Joinder Agreementirrevocable and coupled with an interest.

Attorney-in-Fact. Each Subsidiary of Cummins that executes a Joinder Agreement designates Debtor appoints Administrative Agent, its successors and appoints Cummins assigns, as such party’s agent and Debtor's attorney-in-fact (without requiring it to act as such), with full power of substitution, to do any act which Debtor is obligated by this Security Agreement to do, including, but not limited to, the power to do the following: (a) issue such orders and instructions as are necessary or appropriate to effect the registration of the Collateral on the books of the issuer of the Collateral in the name of Administrative Agent or to effect the sale or disposition of the Collateral; (b) endorse the name of Debtor on all checks, drafts, money orders, or other instruments for the payment of monies that are payable to Debtor and constitute collections of the Collateral; (c) execute in the name of Debtor any schedules, assignments, instruments, documents, financing statements, amendments of financing statements, applications for registration, and other papers deemed necessary or appropriate by Administrative Agent to perfect, preserve, or enforce the Security Interest; (d) exercise all rights of Debtor in the Collateral;(e) make extension agreements with respect to Collateral; (f) release any party liable on or any security for the Collateral and give receipts and acquittances and compromise disputes in connection therewith; (g) make withdrawals from and close deposit accounts and other accounts with any financial institution into which proceeds may have been deposited and apply funds so withdrawn as provided herein; (h) give notice of Administrative Agent's rights under this Security Agreement; (i) enter onto Debtor's premises to inspect the Collateral; (j) receive, open, and read mail addressed to Debtor; (k) verify facts concerning the Collateral by inquiry of obligors thereon, or otherwise, in its own name or a fictitious name; (l) make collections and execute all papers and instruments and do all other things it deems appropriate to preserve and protect the Collateral and to protect Administrative Agent's interest in the Collateral; and (m) do all acts and things and execute all documents in the name of Debtor or otherwise, deemed necessary, proper, or convenient by Administrative Agent in connection with the preservation, perfection, and enforcement of its rights hereunder. The power and authority to act herein conferred upon Administrative Agent may be exercised by Administrative Agent through any person who, at the time of the execution of the particular instrument, is an officer of Administrative Agent. All persons dealing with Administrative Agent, or any substitute, shall be fully protected in treating the powers and authorities conferred by this paragraph as continuing in full force and effect until advised by Administrative Agent that all of the Indebtedness is finally paid and satisfied. The power of attorney herein conferred is granted for and on behalf of such party in the absolute discretion of Cumminsvaluable consideration, is coupled with an interest, and each Subsidiary is irrevocable so long as any part of Filtration that executes a Joinder Agreement designates the Indebtedness is unpaid and appoints Filtration shall not be terminated prior thereto or affected by any act or Debtor or any other person or by operation of law, including, without limitation, the dissolution, death, disability, or incompetency of any person. Administrative Agent agrees it will not exercise its powers as such party’s agent and attorney-in-fact with full power and authority to act for and on behalf of such party in the absolute discretion of Filtration, in each case with respect to all matters relating to this Agreement, including execution and delivery of any amendment, supplement, modification or termination of this Agreement and any waiver of any claim or right arising out of this Agreement, agreeing on the Service Charges from time to time and any adjustments thereto, and, in general, to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions, and other instruments contemplated by or deemed advisable to effectuate the provisions of this Section 8.14. In addition, the Parties agree that: (a) this appointment and grant of power and authority is coupled with an interest and is in consideration of the mutual covenants made in this Agreement and is irrevocable and will not be terminated by any act of any Subsidiary that is a party or by operation of Law or by until the occurrence of any other event. Each Subsidiary an Event of Cummins that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Cummins pursuant to this Section 8.14, and each Subsidiary of Filtration that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Filtration pursuant to this Section 8.14. Each Subsidiary of Cummins that is a party to a Joinder Agreement agrees that Cummins shall have no obligation or Liability to any Person for any action taken or omitted by Cummins in good faith, and each Subsidiary of Filtration that is a party to a Joinder Agreement agrees that Filtration shall have no obligation or Liability to any Person for any action taken or omitted by Filtration in good faith; and (b) Cummins shall be entitled to rely upon any document or other paper delivered by Filtration as being authorized by each Subsidiary of Filtration that is a party to a Joinder Agreement, and Filtration shall be entitled to rely upon any document or other paper delivered by Cummins as being authorized by each Subsidiary of Cummins that is a party to a Joinder AgreementDefault.

Attorney-in-Fact. Each Subsidiary Subject to the rights of Cummins that executes a Joinder Agreement designates such Obligor under Sections 2.06, 2.07, 2.08 and appoints Cummins as such party’s agent and 2.09, the Agent is hereby appointed the attorney-in-fact with full power of each Obligor for the purpose of carrying out the provisions of this Agreement and authority taking any action and executing any instruments which the Agent may reasonably deem necessary or advisable to act for accomplish the purposes of this Agreement, to preserve the validity, perfection and on behalf priority (subject only to Liens permitted under Section 10.1 of such party the Credit Agreement) of the Liens granted by this Agreement and, following any Event of Default (other than the Existing Defaults (as defined in the absolute discretion of CumminsFourth Amendment) during the Waiver Period (as defined in the Fourth Amendment)) to exercise its rights, remedies, powers and each Subsidiary of Filtration that executes a Joinder Agreement designates and appoints Filtration privileges under this Agreement. This appointment as such party’s agent and attorney-in-fact is irrevocable and coupled with full power an interest. Without limiting the generality of the foregoing, the Agent shall be entitled under this Agreement upon the occurrence and authority continuation of any Event of Default (other than the Existing Defaults during the Waiver Period) (i) to act ask, demand, collect, sue xxx, recover, receive and give receipt and discharge for amounts due and on behalf to become due under and in respect of such party all or any part of the Collateral; (ii) to receive, endorse and collect any Instruments or other drafts, instruments, documents and chattel paper in connection with clause (i) above (including any draft or check representing the absolute discretion proceeds of Filtrationinsurance or the return of unearned premiums); (iii) to file any claims or take any action or proceeding that the Agent may deem necessary or advisable for the collection of all or any part of the Collateral, in each case including the collection of any compensation due and to become due under any contract or agreement with respect to all matters relating or any part of the Collateral; and (iv) to this Agreement, including execution and delivery of any amendment, supplement, modification or termination of this Agreement and any waiver of any claim or right arising out of this Agreement, agreeing on the Service Charges from time to time and any adjustments thereto, andexecute, in generalconnection with any sale or disposition of the collateral under Section 5, to do all things and to perform all actsany endorsements, including executing and delivering all agreementsassignments, certificates, receipts, instructions, and bills of sale or other instruments contemplated by of conveyance or deemed advisable transfer with respect to effectuate the provisions of this Section 8.14. In addition, the Parties agree that: (a) this appointment and grant of power and authority is coupled with an interest and is in consideration all or any part of the mutual covenants made in this Agreement and is irrevocable and will not be terminated by any act of any Subsidiary that is a party or by operation of Law or by the occurrence of any other event. Each Subsidiary of Cummins that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Cummins pursuant to this Section 8.14, and each Subsidiary of Filtration that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Filtration pursuant to this Section 8.14. Each Subsidiary of Cummins that is a party to a Joinder Agreement agrees that Cummins shall have no obligation or Liability to any Person for any action taken or omitted by Cummins in good faith, and each Subsidiary of Filtration that is a party to a Joinder Agreement agrees that Filtration shall have no obligation or Liability to any Person for any action taken or omitted by Filtration in good faith; and (b) Cummins shall be entitled to rely upon any document or other paper delivered by Filtration as being authorized by each Subsidiary of Filtration that is a party to a Joinder Agreement, and Filtration shall be entitled to rely upon any document or other paper delivered by Cummins as being authorized by each Subsidiary of Cummins that is a party to a Joinder AgreementCollateral.

Attorney-in-Fact. Each Subsidiary (a) Subject to the rights of Cummins that executes a Joinder Agreement designates the Company under Sections 2.6, 2.7, 2.8 and appoints Cummins as such party’s agent and 2.9, the Bank is hereby appointed the attorney-in-fact with full power of the Company for the purpose of carrying out the provisions of this Agreement and authority taking any action and executing any instruments which the Bank may deem necessary or advisable to act for accomplish the purposes of this Agreement, to preserve the validity, perfection or priority of the Liens granted by this Agreement, including the execution and on behalf filing of such party in financing statements, continuation statements and the absolute discretion of Cumminslike, and each Subsidiary of Filtration that executes a Joinder Agreement designates to exercise its rights, remedies, powers and appoints Filtration privileges under this Agreement. This appointment as such party’s agent and attorney-in-fact is irrevocable and coupled with full power an interest. The Bank shall be entitled under this Agreement upon the occurrence and authority during the continuance of any Event of Default, (i) to act ask, demand, collect, sue for, recover, receive and give receipt and discharge for amounts due and on behalf to become due under and in respect of such party all or xxy part of the Collateral; (ii) to receive, endorse and collect any Instruments or other drafts, instruments, documents and chattel paper in connection with clause (i) above (including any draft or check representing the absolute discretion proceeds of Filtrationinsurance or the return of unearned premiums); (iii) to file any claims or take any action or proceeding that the Bank may deem necessary or advisable for the collection of all or any part of the Collateral, in each case including the collection of any compensation due and to become due under any contract or agreement with respect to all matters relating or any part of the Collateral; (iv) to execute, in connection with any sale or disposition of the Collateral under Section 6, any endorsements, assignments, bills of sale or other instruments of conveyance or transfer with respect to all or any part of the Collateral; and (v) to execute such documents and instruments on behalf of, and to take such action in the name of, the Company as the Bank may deem necessary or advisable to accomplish the purpose of this Agreement. (b) Without limiting the rights and powers of the Bank under Section 2.5(a), including execution the Company hereby appoints the Bank as its attorney-in-fact, effective as of the Closing Date and delivery of any amendment, supplement, modification or terminating upon the termination of this Agreement and any waiver upon satisfaction in full of any claim or right arising out the Secured Obligations, for the purpose of this Agreement, agreeing on the Service Charges from time to time and any adjustments thereto, and, in general, to do all things and to perform all acts, including executing and delivering filing all agreementssuch contracts, certificates, receipts, instructions, agreements and other instruments documents as are contemplated by or deemed advisable Section 2.4(c) but subject to effectuate the provisions limitations of this Section 8.145.5. In addition, the Parties agree that: (a) this This appointment as attorney-in-fact is irrevocable and grant of power and authority is coupled with an interest and is in consideration of the mutual covenants made in this Agreement and is irrevocable and will not be terminated by any act of any Subsidiary that is a party or by operation of Law or by the occurrence of any other event. Each Subsidiary of Cummins that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Cummins pursuant to this Section 8.14, and each Subsidiary of Filtration that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Filtration pursuant to this Section 8.14. Each Subsidiary of Cummins that is a party to a Joinder Agreement agrees that Cummins shall have no obligation or Liability to any Person for any action taken or omitted by Cummins in good faith, and each Subsidiary of Filtration that is a party to a Joinder Agreement agrees that Filtration shall have no obligation or Liability to any Person for any action taken or omitted by Filtration in good faith; and (b) Cummins shall be entitled to rely upon any document or other paper delivered by Filtration as being authorized by each Subsidiary of Filtration that is a party to a Joinder Agreement, and Filtration shall be entitled to rely upon any document or other paper delivered by Cummins as being authorized by each Subsidiary of Cummins that is a party to a Joinder Agreementinterest.

Attorney-in-Fact. Each Subsidiary of Cummins that executes a Joinder Agreement designates (A) Borrower hereby irrevocably appoints Lender and appoints Cummins Servicer as such party’s agent and its attorney-in-fact fact, coupled with an interest, with full power and authority to act for and on behalf of such party in the absolute discretion place and stead of CumminsBorrower, and each Subsidiary of Filtration that executes a Joinder Agreement designates and appoints Filtration as such party’s agent and attorney-in-fact with full power and authority to act for and on behalf of such party in the absolute discretion name of FiltrationBorrower or otherwise, in each case with respect to all matters relating to this Agreement, including execution and delivery of any amendment, supplement, modification or termination of this Agreement and any waiver of any claim or right arising out of this Agreement, agreeing on the Service Charges from time to time after the occurrence of and during the continuation of an Event of Default in the discretion of Lender or the Servicer, as the case may be, to take any action and to execute any instrument which Lender or Servicer may deem necessary or advisable to accomplish the purpose of this Agreement or any other Loan Document, including, without limitation, the following: (i) to ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for monies due and to become due under or in respect of the Reserves, Accounts and/or any of the Account Collateral; (ii) to receive, endorse, and collect (A) any Receipts, (B) any instruments made payable to Borrower representing any dividend, payment of principal, interest, redemption price, purchase price or other distribution or payment in respect of any Account Collateral, or (C) any other instruments, documents and chattel paper received in connection with this Agreement or any other Loan Document; (iii) to file any claims, or take any action or institute any proceedings which Lender or Servicer shall deem necessary or desirable for the collection of any Receipts in the event that Borrower shall fail to do so, or otherwise to enforce the rights of Lender with respect to this Agreement; (iv) to execute and/or file, without the signature of Borrower, any Uniform Commercial Code financing statements, continuation statements, or other filing, and any adjustments theretoamendment thereof, andrelating to the Account Collateral; (v) to give notice to any third parties which may be required to perfect Lender’s security interest in the Account Collateral; (vi) to register, purchase, sell, assign, transfer, pledge or take any other action with respect to any Account Collateral in generalaccordance with this Agreement; and (vii) to register, purchase, sell, assign, transfer, pledge, or take any other action with respect to, any Account Collateral in accordance with this Agreement or, to do all things the extent applicable, any other Loan Document. (B) After the occurrence of and during the continuation of any Default or uncured Event of Default, Lender may, from time to time, at its sole option, perform any act which Borrower agrees hereunder to perform all actswhich Borrower shall fail to perform, including executing and delivering all agreementsLender may from time to time take any other action which Lender deems reasonably necessary for the maintenance, certificatespreservation or protection of any of the rights granted to Lender hereunder. (C) The powers conferred on Lender hereunder, receipts, instructionsother than accounting for monies actually received by Lender or Servicer hereunder, and other instruments contemplated by or deemed advisable to effectuate than the provisions of this Section 8.14. In addition, the Parties agree that: (a) this appointment and grant of power and authority is coupled with an interest and is in consideration of the mutual covenants made obligations expressly set forth in this Agreement and is irrevocable and will Agreement, shall not be terminated by impose upon Lender or Servicer any act duty as to the Accounts or the other Account Collateral, or any responsibility for (i) ascertaining or taking action with respect to any matters relative to the Accounts or the other Account Collateral, whether or not Lender or Servicer have or are deemed to have knowledge of such matters or (ii) taking any Subsidiary that is a party necessary steps to preserve rights against prior parties or by operation of Law or by the occurrence of any other event. Each Subsidiary of Cummins that is a party to a Joinder Agreement hereby consents rights pertaining to the taking of any and all actions and Accounts or the making of all decisions required or permitted to be taken or made by Cummins pursuant to this Section 8.14, and each Subsidiary of Filtration that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Filtration pursuant to this Section 8.14. Each Subsidiary of Cummins that is a party to a Joinder Agreement agrees that Cummins shall have no obligation or Liability to any Person for any action taken or omitted by Cummins in good faith, and each Subsidiary of Filtration that is a party to a Joinder Agreement agrees that Filtration shall have no obligation or Liability to any Person for any action taken or omitted by Filtration in good faith; and (b) Cummins shall be entitled to rely upon any document or other paper delivered by Filtration as being authorized by each Subsidiary of Filtration that is a party to a Joinder Agreement, and Filtration shall be entitled to rely upon any document or other paper delivered by Cummins as being authorized by each Subsidiary of Cummins that is a party to a Joinder AgreementAccount Collateral.

Attorney-in-Fact. Each Subsidiary Borrower hereby irrevocably appoints the Lender, as its attorney-in-fact, with full power of Cummins substitution, said power being coupled with an interest, to do any act which the Borrower is obligated to do pursuant to the terms of this Agreement, and, after an Event of Default, to exercise such rights and powers as the Borrower might exercise with respect to the Collateral, including, without limitation, (a) to demand, collect by legal proceedings or otherwise, and endorse and receive all interest, payments, proceeds or other sums and/or property now or hereafter payable on or on account of the Collateral; (b) to insure, process and/or protect the Collateral; (c) to transfer the Collateral to its own or to a nominee's name; (d) to make any compromise, adjustment or settlement, and take any action it deems advisable (including commencing and prosecuting any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect thereof), with respect to the Collateral; (e) to endorse the name of the Borrower upon any notes, acceptances, checks, drafts, money orders or other evidence of payment that executes a Joinder may come into the possession of the Borrower; (f) to endorse the name of Borrower upon such Federal Assignments of Claims and/or instruments of assignment in connection therewith, as Lender deems necessary and appropriate, in its sole discretion, with respect to the Contracts; (g) to demand, collect, receive payment of, receipt for and give discharges and releases of all or any of the Collateral; (h) to enter into and perform such agreements as may be necessary in order to carry out the provisions of this Agreement designates or to carry out the terms, covenants and appoints Cummins conditions of this Agreement which are required to be observed or performed by the Borrower; (i) to execute such other and further grants, pledges and assignments of the Collateral as such partythe Borrower may reasonably require for the purpose of protecting or maintaining the security interest granted hereby; (j) to execute any UCC financing statements, continuation statements, amendments thereto, and other documents in the Borrower’s agent name and to perform all other acts which the Lender deems appropriate to create, validate, preserve, protect, perfect and continue the security interest created hereunder and to enable the Lender to exercise and enforce its rights hereunder; and (k) generally to perform all other acts necessary or proper to carry out the intention of this Agreement, including, but not limited to, the power to redirect the delivery of, and to open mail addressed to the Borrower. The Borrower shall be liable to the Lender for all reasonable costs and expenses, including without limitation, reasonable attorney's fees and legal expenses, that the Lender may incur while acting as Xxxxxxxx's attorney-in-fact with full power and authority to act for and on behalf of such party in hereunder. Notwithstanding the absolute discretion of Cumminsforegoing, and each Subsidiary of Filtration that executes a Joinder Agreement designates and appoints Filtration as such party’s agent and attorney-in-fact with full power and authority to act for and on behalf of such party in the absolute discretion of Filtration, in each case with respect to all matters relating to this Agreement, including execution and delivery of any amendment, supplement, modification or termination of this Agreement and any waiver of any claim or right arising out of this Agreement, agreeing on the Service Charges from time to time and any adjustments thereto, and, in general, Lender shall not be obligated to do all things any act or to exercise any such rights and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions, and other instruments contemplated by or deemed advisable to effectuate the provisions powers. The foregoing power of this Section 8.14. In addition, the Parties agree that: (a) this appointment and grant of power and authority attorney is coupled with an interest and is in consideration shall be irrevocable until all of the mutual covenants made in Borrower's obligations under this Agreement and is irrevocable and will not be terminated by any act of any Subsidiary that is a party or by operation of Law or by the occurrence of any other event. Each Subsidiary of Cummins that is a party to a Joinder Agreement hereby consents relating to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Cummins pursuant to this Section 8.14, and each Subsidiary of Filtration that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Filtration pursuant to this Section 8.14. Each Subsidiary of Cummins that is a party to a Joinder Agreement agrees that Cummins Note shall have no obligation or Liability to any Person for any action taken or omitted by Cummins in good faith, and each Subsidiary of Filtration that is a party to a Joinder Agreement agrees that Filtration shall have no obligation or Liability to any Person for any action taken or omitted by Filtration in good faith; and (b) Cummins shall be entitled to rely upon any document or other paper delivered by Filtration as being authorized by each Subsidiary of Filtration that is a party to a Joinder Agreement, and Filtration shall be entitled to rely upon any document or other paper delivered by Cummins as being authorized by each Subsidiary of Cummins that is a party to a Joinder Agreementbeen fully satisfied.

Attorney-in-Fact. Each Subsidiary (a) Without limiting any rights or powers granted by this Agreement to the Collateral Agent, the Pledgor hereby appoints the Collateral Agent, on behalf of Cummins that executes a Joinder Agreement designates the Secured Parties, or any person, officer or agent whom the Collateral Agent may designate, as its true and appoints Cummins as such party’s agent and lawful attorney-in-fact and proxy, with full irrevocable power and authority to act for and on behalf of such party in the absolute discretion place and stead of Cumminsthe Pledgor and in the name of the Pledgor or in its own name, at the Pledgor’s sole cost and each Subsidiary expense, from time to time to take any action and to execute any instrument which may be necessary or reasonably advisable to enforce its rights under this Agreement upon and during the continuation of Filtration that executes a Joinder Agreement designates and appoints Filtration Trigger Event. This appointment as such party’s agent and attorney-in-fact is irrevocable and coupled with full an interest. Without limiting the generality of the foregoing, the Pledgor hereby gives the Collateral Agent the power and authority to act for and right, on behalf of such party the Pledgor, without notice to or assent by the Pledgor, upon the occurrence and during the continuation of a Trigger Event, (i) to ask, demand, collect, xxx for, recover, receive and give receipt and discharge for amounts due and to become due under and in respect of all or any part of the absolute discretion Pledged Collateral, (ii) to file any claims or take any action or proceeding that the Collateral Agent may deem necessary or advisable for the collection of Filtrationall or any part of the Pledged Collateral, (iii) to execute, in each case connection with any sale or disposition of the Pledged Collateral under Article V, any endorsements, assignments or other instruments of conveyance or transfer with respect to all matters relating or any part of the Pledged Collateral, and (iv) (A) direct any party liable for any payment under any Pledged Collateral to this Agreement, including execution and delivery make payment of any amendmentmonies due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall direct, supplement(B) ask or demand for, modification collect, and receive payment of and receipt for, any monies, claims and other amounts due or termination to become due at any time in respect of this Agreement and any waiver of any claim or right arising out of this Agreementany Pledged Collateral, agreeing on (C) commence and prosecute any suit, action or proceeding at law or in equity in any court of competent jurisdiction to collect any Pledged Collateral and to enforce any other right in respect of any Pledged Collateral, (D) defend any suit, action or proceeding brought against the Service Charges from time Pledgor with respect to time and any adjustments theretoPledged Collateral, (E) settle, compromise or adjust any such suit, action or proceeding and, in generalconnection therewith, to do all things and to perform all actsgive such discharges or releases as the Collateral Agent may deem appropriate, including executing and delivering all agreements, certificates, receipts, instructions, and other instruments contemplated by or deemed advisable to effectuate the provisions of this Section 8.14. In addition, the Parties agree that: (a) this appointment and grant of power and authority is coupled with an interest and is in consideration of the mutual covenants made in this Agreement and is irrevocable and will not be terminated by any act of any Subsidiary that is a party or by operation of Law or by the occurrence of any other event. Each Subsidiary of Cummins that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Cummins pursuant to this Section 8.14, and each Subsidiary of Filtration that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Filtration pursuant to this Section 8.14. Each Subsidiary of Cummins that is a party to a Joinder Agreement agrees that Cummins shall have no obligation or Liability to any Person for any action taken or omitted by Cummins in good faith, and each Subsidiary of Filtration that is a party to a Joinder Agreement agrees that Filtration shall have no obligation or Liability to any Person for any action taken or omitted by Filtration in good faith; and (b) Cummins shall be entitled to rely upon any document or other paper delivered by Filtration as being authorized by each Subsidiary of Filtration that is a party to a Joinder Agreement, and Filtration shall be entitled to rely upon any document or other paper delivered by Cummins as being authorized by each Subsidiary of Cummins that is a party to a Joinder Agreement.

Attorney-in-Fact. Each Subsidiary of Cummins that executes a Joinder Agreement designates (a) Subject to each Guarantor’s rights under Sections 3.08 through 3.10, each Guarantor hereby irrevocably constitutes and appoints Cummins the Collateral Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact, effective as of the date of this Agreement and terminating upon the release of the Guarantor Collateral pursuant to Section 3.11, with full irrevocable power and authority in the place and stead of such party’s agent Guarantor and in the name of such Guarantor or in its own name, for the purpose of carrying out the provisions of this Agreement, to take any appropriate action and to execute any document or instrument that may be necessary or desirable to accomplish the purposes of this Agreement, to preserve the validity, perfection and priority of the liens granted by this Agreement and, following any default under any Basic Document or other document pursuant to which any other Guaranteed Obligation is incurred, as applicable, to exercise its rights, remedies, powers and privileges under this Agreement. This appointment as attorney-in-fact is irrevocable and coupled with full an interest. Without limiting the generality of the foregoing, each Guarantor hereby gives the Collateral Agent the power and authority to act for and right, on behalf of such party Guarantor, without notice to or assent by such Guarantor, upon the occurrence and continuation of any Second Lien Event of Default (or, in respect of Section 3.04, any default under any Basic Document or other document pursuant to which any other Guaranteed Obligation is incurred, as applicable) (i) to ask, demand, collect, xxx for, recover, receive and give receipt and discharge for amounts due and to become due under and in respect of all or any part of the Guarantor Collateral, (ii) to, in the absolute discretion name of Cumminssuch Guarantor or its own name, or otherwise, take possession of, receive and indorse and collect any check, Account, Chattel Paper, draft, note, acceptance or other Instrument for the payment of moneys due under any Account or General Intangible, (iii) to file any claims or take any action or proceeding that the Collateral Agent may deem necessary or advisable for the collection of all or any part of the Guarantor Collateral, (iv) to execute, in connection with any sale or disposition of the Guarantor Collateral under Article VI, any endorsements, assignments, bills of sale or other instruments of conveyance or transfer with respect to all or any part of the Guarantor Collateral, (v) in the case of any Intellectual Property, execute and deliver, and each Subsidiary have recorded, any agreement, instrument, document or paper as the Collateral Agent may request to evidence the Collateral Agent’s security interest in such Intellectual Property and the goodwill and General Intangibles of Filtration such Guarantor relating thereto or represented thereby, (vi) pay or discharge taxes and liens levied or placed on or threatened against the Guarantor Collateral, effect any repair or pay or discharge any insurance called for by the terms of this Agreement (including all or any part of the premiums therefor and the costs thereof), (vii) execute, in connection with any sale provided for in Article VI, any endorsement, assignment or other instrument of conveyance or transfer with respect to the Guarantor Collateral, and (viii) (A) direct any party liable for any payment under any Guarantor Collateral to make payment of any moneys due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall direct, (B) ask or demand for, collect, and receive payment of and receipt for, any moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Guarantor Collateral, (C) sign and indorse any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipt, draft against debtors, assignment, verification, notice and other document in connection with any Guarantor Collateral, (D) commence and prosecute any suit, action or proceeding at law or in equity in any court of competent jurisdiction to collect any Guarantor Collateral and to enforce any other right in respect of any Guarantor Collateral, (E) defend any suit, action or proceeding brought against such Guarantor with respect to any Guarantor Collateral, (F) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or releases as the Collateral Agent may deem appropriate, (G) assign any Copyright, Patent or Trademark (along with the goodwill of the business to which any such Trademark pertains) throughout the world for such term or terms, on such conditions, and in such manner as the Collateral Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment and (H) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any Guarantor Collateral as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes, and do, at the Collateral Agent’s option and such Guarantor’s expense, at any time, or from time to time, all acts and things that executes a Joinder Agreement designates the Collateral Agent deems necessary to protect, preserve or realize upon the Guarantor Collateral and appoints Filtration the Collateral Agent’s and the other Second Lien Secured Parties’ security interests therein and to effect the intent of this Agreement, all as fully and effectively as such party’s agent Guarantor might do. (b) Without limiting the rights and powers of the Collateral Agent under Section 3.07(a), each Guarantor hereby appoints the Collateral Agent as its attorney-in-fact, effective the date of this Agreement and terminating upon the termination of this Agreement, for the purpose of (i) filing such applications with such state agencies, and (ii) executing such other documents and instruments on behalf of, and taking such other action in the name of, such Guarantor as the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement (including the purpose of exercising the rights, remedies, powers and privileges of the Collateral Agent under Section 6.01). This appointment as attorney-in-fact is irrevocable and coupled with full power an interest. (c) Without limiting the rights and authority to act for and on behalf powers of such party in the absolute discretion of FiltrationCollateral Agent under Section 3.07(a), in each case with respect to all matters relating to this AgreementGuarantor hereby appoints the Collateral Agent as its attorney-in-fact, including execution and delivery of any amendment, supplement, modification or termination effective the date of this Agreement and any waiver of any claim or right arising out terminating upon the termination of this Agreement, agreeing on at the Service Charges from time to time and Collateral Agent’s option, but without any adjustments thereto, and, in general, obligation to do all things and to perform all actsso, including executing and delivering all agreementsfor the purpose of performing, certificates, receipts, instructionsexecuting, and filing all such contracts, agreements and other instruments documents as are contemplated by or deemed advisable to effectuate Section 3.06(b). This appointment as attorney-in-fact is irrevocable and coupled with an interest. (d) The expenses of the provisions of Collateral Agent incurred in connection with actions undertaken as provided in this Section 8.14. In addition3.07, together with interest thereon at a rate per annum equal to the Parties agree that:rate following the occurrence and confirmation of an Second Lien Event of Default under any FW Credit Facility, from the date of payment by the Collateral Agent to the date reimbursed by such Guarantor, shall be payable by such Guarantor to the Collateral Agent on demand and shall constitute Second Lien Guaranteed Obligations and be secured by the liens of the Security Agreements. (ae) Each Guarantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. All powers, authorizations and agencies contained in this appointment and grant of power and authority is Agreement are coupled with an interest and is in consideration of the mutual covenants made in are irrevocable until this Agreement and is irrevocable and will not be terminated by any act of any Subsidiary that is a party or by operation of Law or by the occurrence of any other event. Each Subsidiary of Cummins that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Cummins pursuant to this Section 8.14, and each Subsidiary of Filtration that is a party to a Joinder Agreement security interests created hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Filtration pursuant to this Section 8.14. Each Subsidiary of Cummins that is a party to a Joinder Agreement agrees that Cummins shall have no obligation or Liability to any Person for any action taken or omitted by Cummins in good faith, and each Subsidiary of Filtration that is a party to a Joinder Agreement agrees that Filtration shall have no obligation or Liability to any Person for any action taken or omitted by Filtration in good faith; and (b) Cummins shall be entitled to rely upon any document or other paper delivered by Filtration as being authorized by each Subsidiary of Filtration that is a party to a Joinder Agreement, and Filtration shall be entitled to rely upon any document or other paper delivered by Cummins as being authorized by each Subsidiary of Cummins that is a party to a Joinder Agreementare released.

Attorney-in-Fact. Each Subsidiary Subject and subordinate in all respects to the rights, powers and prerogatives of Cummins that executes a Joinder Agreement designates and appoints Cummins as such party’s agent and the relevant Agency under its Acknowledgment Agreement, Bank is hereby appointed the attorney-in-fact of the Borrower, with full power of substitution, for the purpose of carrying out the provisions of this Agreement and authority taking any action and executing any agreements, documents or instruments that Bank may deem necessary or advisable to act for and on behalf of such party in the absolute discretion of Cumminsaccomplish this Agreement’s purposes, and each Subsidiary of Filtration that executes a Joinder Agreement designates and appoints Filtration which appointment as such party’s agent and attorney-in-fact with full power and authority to act for and on behalf of such party in the absolute discretion of Filtration, in each case with respect to all matters relating to this Agreement, including execution and delivery of any amendment, supplement, modification or termination of this Agreement and any waiver of any claim or right arising out of this Agreement, agreeing on the Service Charges from time to time and any adjustments thereto, and, in general, to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions, and other instruments contemplated by or deemed advisable to effectuate the provisions of this Section 8.14. In addition, the Parties agree that: (a) this appointment and grant of power and authority is coupled with an interest and is in consideration irrevocable for so long as any of the mutual covenants Indebtedness, the Obligations or the Commitments are outstanding, although Bank agrees not to exercise its rights under this power of attorney unless, in its opinion or the opinion of its legal counsel, an Event of Default has occurred that Bank has not declared in writing to have been cured or waived. Without limiting the generality of the foregoing, the Bank shall have the right and power, either in the name of the Borrower or both, or in its own name, to (a) give notices of its security interest in the Collateral to any Person, (b) endorse in blank, to itself or to a nominee all items of Collateral that are transferable by endorsement and are payable to the order of the Borrower, including canceling, completing or supplying any unneeded, incomplete or missing endorsement of the Borrower and any related assignment, (c) receive, endorse, collect and receipt for all checks and other orders made in this Agreement and is irrevocable and will not be terminated by payable to the order of the Borrower representing any act payment of account of the principal of or interest on any Collateral or their proceeds (including any securities), or the proceeds of sale of any Subsidiary of the Collateral, or any payment in respect of any hedging arrangement or device, and to give full discharge for them, (d) request that any Servicing Right related to Xxxxxx Xxx, Xxxxxxx Mac, or any other investor be transferred to the Bank or to another approved servicer approved by Xxxxxx Mae, Xxxxxxx Mac, or such other investor (as the case may be) and perform (without assuming or being deemed to have assumed any of the obligations of the Borrower thereunder) all aspects of each servicing contract that is a party or by operation of Law or by the occurrence of any other event. Each Subsidiary of Cummins that is a party to a Joinder Agreement hereby consents Collateral, (e) request distribution to the taking Bank of sale proceeds or any applicable contract termination fees arising from the sale or termination of such servicing rights and remaining after satisfaction of the Borrower’s relevant obligations to Xxxxxx Mae, Xxxxxxx Mac, or such other investor (as the case may be), including costs and expenses related to any such sale or transfer of such servicing rights and other amounts due for unmet obligations of the Borrower to Xxxxxx Mae, Xxxxxxx Mac, or such other investor (as the case may be) under applicable Agency Guideline or such other investor’s contract, (f) deal with investors and any and all actions subservicers and the making of all decisions required or permitted to be taken or made by Cummins pursuant to this Section 8.14, and each Subsidiary of Filtration that is a party to a Joinder Agreement hereby consents to the taking master servicers in respect of any of the Collateral in the same manner and all actions with the same effect as if done by the Borrower and the making of all decisions required or permitted to be taken or made by Filtration pursuant to this Section 8.14. Each Subsidiary of Cummins that is a party to a Joinder Agreement agrees that Cummins shall have no obligation or Liability to any Person for (g) take any action taken and execute any instruments that the Bank deems necessary or omitted by Cummins in good faith, and each Subsidiary advisable to accomplish any of Filtration that is a party to a Joinder Agreement agrees that Filtration shall have no obligation or Liability to any Person for any action taken or omitted by Filtration in good faith; and (b) Cummins shall be entitled to rely upon any document or other paper delivered by Filtration as being authorized by each Subsidiary of Filtration that is a party to a Joinder Agreement, and Filtration shall be entitled to rely upon any document or other paper delivered by Cummins as being authorized by each Subsidiary of Cummins that is a party to a Joinder Agreementsuch purposes.

Attorney-in-Fact. Each Subsidiary of Cummins that executes a Joinder Agreement designates and appoints Cummins The Borrower hereby authorizes the Agent or any person or agent the Agent may designate as such party’s agent and its attorney-in-fact with full power fact, at the Borrower's cost and authority to act for and on behalf of such party in the absolute discretion of Cummins, and each Subsidiary of Filtration that executes a Joinder Agreement designates and appoints Filtration as such party’s agent and attorney-in-fact with full power and authority to act for and on behalf of such party in the absolute discretion of Filtration, in each case with respect to all matters relating to this Agreement, including execution and delivery of any amendment, supplement, modification or termination of this Agreement and any waiver of any claim or right arising out of this Agreement, agreeing on the Service Charges from time to time and any adjustments thereto, and, in generalexpense, to do exercise all things and of the following powers, which being coupled with an interest, shall be irrevocable until all of the Borrower's Obligations to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions, and other instruments contemplated by or deemed advisable to effectuate the provisions of this Section 8.14. In addition, the Parties agree thatLenders have been paid in full: (a) this appointment To receive, take, endorse, sign, assign and grant of power and authority is coupled with an interest and is deliver, all in consideration the name of the mutual covenants made in this Agreement and is irrevocable and will not be terminated by any act of any Subsidiary that is a party Agent or by operation of Law or by the occurrence of any other event. Each Subsidiary of Cummins that is a party to a Joinder Agreement hereby consents to the taking of Borrower, any and all actions checks, notes, drafts, and other documents or instruments relating to the making Collateral; (b) To receive, open and dispose of all decisions required or permitted to be taken or made by Cummins pursuant to this Section 8.14, and each Subsidiary of Filtration that is a party to a Joinder Agreement hereby consents mail addressed to the taking Borrower and to notify postal authorities to change the address for delivery thereof to such address as the Agent may designate; (c) To request from customers indebted or obligated on Accounts, Contracts or Licenses at any time, in the name of any the Agent or the Borrower or that of the Agent's designee, information verifying the amounts owing on the Accounts, Contracts or Licenses or other terms relating to such Accounts, Contracts or Licenses; (d) To transmit to customers indebted or obligated on Accounts, Contracts or Licenses notice of the Lenders' interest therein and all actions and to notify customers indebted on Accounts, Contracts or Licenses to make payment directly to the making Agent for the benefit of all decisions required or permitted to be taken or made by Filtration pursuant to this Section 8.14. Each Subsidiary of Cummins that is a party to a Joinder Agreement agrees that Cummins shall have no obligation or Liability to any Person the Lenders for any action taken or omitted by Cummins in good faith, and each Subsidiary of Filtration that is a party to a Joinder Agreement agrees that Filtration shall have no obligation or Liability to any Person for any action taken or omitted by Filtration in good faiththe Borrower's account; and (e) To take or bring, in the name of the Agent or the Borrower, all steps, actions, suits or proceedings deemed by the Agent necessary or desirable to enforce or effect collection of the Accounts, Contracts or Licenses. Notwithstanding anything hereinabove contained to the contrary, the powers set forth in (b), (c), (d) Cummins shall and (e) above may only be entitled to rely upon any document or other paper delivered by Filtration as being authorized by each Subsidiary exercised after the occurrence and during the continuance of Filtration that is a party to a Joinder Agreement, and Filtration shall be entitled to rely upon any document or other paper delivered by Cummins as being authorized by each Subsidiary an Event of Cummins that is a party to a Joinder AgreementDefault.

Attorney-in-Fact. Each Subsidiary of Cummins that executes a Joinder Agreement designates and Lessee hereby irrevocably appoints Cummins Lessor as such party’s agent and Lessee's attorney-in-fact fact, with full power and authority to act for and on behalf of such party in the absolute discretion place and stead of Cummins, Lessee and each Subsidiary of Filtration that executes a Joinder Agreement designates and appoints Filtration as such party’s agent and attorney-in-fact with full power and authority to act for and on behalf of such party in the absolute discretion name of FiltrationLessee or otherwise, in each case with respect to all matters relating to this Agreement, including execution and delivery of any amendment, supplement, modification or termination of this Agreement and any waiver of any claim or right arising out of this Agreement, agreeing on the Service Charges from time to time and any adjustments thereto, and, in generalLessor's discretion, to do all things execute any instrument which Lessor may deem necessary or advisable to accomplish the purposes of this Lease (subject to any limitations set forth in the Operative Documents), and to perform all actstake any action (including any action that Lessee is entitled to take), including executing and delivering all agreementsincluding, certificates, receipts, instructions, and other instruments contemplated by or deemed advisable to effectuate the provisions of this Section 8.14. In addition, the Parties agree thatwithout limitation: (a) this appointment to ask, demand, collect, sue xxx, recover, compromise, receive and grant of power give acquittance and authority is coupled receipts for money due and to become due under or in connection with an interest and is in consideration all or any portion of the mutual covenants made in this Agreement and is irrevocable and will not be terminated by any act of any Subsidiary that is a party or by operation of Law or by the occurrence of any other event. Each Subsidiary of Cummins that is a party to a Joinder Agreement hereby consents to the taking of any and all actions Premises and the making of all decisions required other Del Monte Collateral; (b) to receive, endorse and collect any drafts or permitted other instruments, documents and chattel paper in connection with the foregoing clause (a); (c) to file any claim or take any action or institute any proceedings which Lessor may deem to be taken necessary or made by Cummins advisable for the collection thereof or to enforce compliance with the terms and conditions of this Lease; and (d) to perform any affirmative obligations of Lessee hereunder, including the execution of mortgages, financing statements and other documents. Lessee hereby acknowledges, consents and agrees that the power of attorney granted pursuant to this Section 8.14, 16.2 is irrevocable and each Subsidiary of Filtration that is a party to a Joinder Agreement hereby consents coupled with an interest. Notwithstanding anything contained herein to the taking of any contrary, the rights and all actions and the making of all decisions required or permitted to be taken or made powers presently granted Lessor by Filtration pursuant to this Section 8.14. Each Subsidiary 16.2 may be exercised by Lessor only upon the occurrence and during the continuance of Cummins that is a party to a Joinder Agreement agrees that Cummins shall have no obligation or Liability to any Person for any action taken or omitted by Cummins in good faith, and each Subsidiary Lease Event of Filtration that is a party to a Joinder Agreement agrees that Filtration shall have no obligation or Liability to any Person for any action taken or omitted by Filtration in good faith; and (b) Cummins shall be entitled to rely upon any document or other paper delivered by Filtration as being authorized by each Subsidiary of Filtration that is a party to a Joinder Agreement, and Filtration shall be entitled to rely upon any document or other paper delivered by Cummins as being authorized by each Subsidiary of Cummins that is a party to a Joinder AgreementDefault.

Attorney-in-Fact. Each Subsidiary (a) Without limiting any rights or powers granted by this Agreement to the Collateral Agent, the Pledgor hereby appoints the Collateral Agent, on behalf of Cummins that executes a Joinder Agreement designates the Secured Parties, or any Person, officer or agent whom the Collateral Agent may designate, as its true and appoints Cummins as such party’s agent and lawful attorney-in-fact and proxy, with full irrevocable power and authority to act for and on behalf of such party in the absolute discretion place and stead of Cumminsthe Pledgor and in the name of the Pledgor or in its own name, at the Pledgor’s sole cost and each Subsidiary expense, from time to time to take any action and to execute any instrument which may be necessary or reasonably advisable to enforce its rights under this Agreement upon and during the continuation of Filtration that executes a Joinder Agreement designates and appoints Filtration an Event of Default. This appointment as such party’s agent and attorney-in-fact is irrevocable and coupled with full an interest; provided that, nothing in this Agreement shall prevent the Pledgor from undertaking, prior to the exercise by the Collateral Agent of any of the aforementioned rights, the Pledgor’s operations in the ordinary course of business in accordance with the Loan Documents to which the Pledgor is a party. Without limiting the generality of the foregoing, the Pledgor hereby gives the Collateral Agent the power and authority to act for and right, on behalf of such party the Pledgor, without notice to or assent by the Pledgor, upon the occurrence and during the continuation of an Event of Default, (i) to ask, demand, collect, xxx for, recover, receive and give receipt and discharge for amounts due and to become due under and in respect of all or any part of the absolute discretion Pledged Collateral, (ii) to file any claims or take any action or proceeding that the Collateral Agent may deem necessary or advisable for the collection of Filtrationall or any part of the Pledged Collateral, (iii) to execute, in each case connection with any sale or disposition of the Pledged Collateral under Article V, any endorsements, assignments or other instruments of conveyance or transfer with respect to all matters relating or any part of the Pledged Collateral, (iv) direct any party liable for any payment under any Pledged Collateral to this Agreement, including execution and delivery make payment of any amendmentmonies due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall direct, supplement(v) commence and prosecute any suit, modification action or termination proceeding at law or in equity in any court of this Agreement competent jurisdiction to collect any Pledged Collateral and to enforce any waiver other right in respect of any claim Pledged Collateral, (vi) defend any suit, action or right arising out proceeding brought against the Pledgor with respect to any Pledged Collateral, (vii) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or releases as the Collateral Agent may deem appropriate, and (viii) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any Pledged Collateral as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes, and do, at the Collateral Agent’s option and the Pledgor’s expense, at any time, or from time to time, all acts and things that the Collateral Agent reasonably deems necessary to protect, preserve or realize upon the Pledged Collateral and the Collateral Agent’s and the other Secured Parties’ Liens thereon and to effect the intent of this Agreement, agreeing on all as fully and effectively as the Service Charges from time to time and any adjustments thereto, and, in general, to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions, and other instruments contemplated by or deemed advisable to effectuate the provisions of this Section 8.14. In addition, the Parties agree that: (a) this appointment and grant of power and authority is coupled with an interest and is in consideration of the mutual covenants made in this Agreement and is irrevocable and will not be terminated by any act of any Subsidiary that is a party or by operation of Law or by the occurrence of any other event. Each Subsidiary of Cummins that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Cummins pursuant to this Section 8.14, and each Subsidiary of Filtration that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Filtration pursuant to this Section 8.14. Each Subsidiary of Cummins that is a party to a Joinder Agreement agrees that Cummins shall have no obligation or Liability to any Person for any action taken or omitted by Cummins in good faith, and each Subsidiary of Filtration that is a party to a Joinder Agreement agrees that Filtration shall have no obligation or Liability to any Person for any action taken or omitted by Filtration in good faith; andPledgor might do. (b) Cummins The Pledgor hereby acknowledges and agrees that the Collateral Agent shall be entitled have no fiduciary duties to rely upon the Pledgor in acting pursuant to this power-of-attorney and the Pledgor hereby waives any document claims or other paper delivered by Filtration as being authorized by each Subsidiary rights of Filtration that is a party to beneficiary of a Joinder Agreement, and Filtration shall be entitled to rely upon any document or other paper delivered by Cummins as being authorized by each Subsidiary of Cummins that is a party to a Joinder Agreementfiduciary relationship hereunder.

Attorney-in-Fact. (a) Each Subsidiary of Cummins that executes a Joinder Agreement designates and Borrower hereby irrevocably appoints Cummins Agent as such party’s agent and its attorney-in-fact fact, coupled with an interest, with full power and authority to act for and on behalf of such party in the absolute discretion place and stead of Cumminseach Borrower, and each Subsidiary of Filtration that executes a Joinder Agreement designates and appoints Filtration as such party’s agent and attorney-in-fact with full power and authority to act for and on behalf of such party in the absolute discretion name of Filtrationeach Borrower or otherwise, in each case with respect to all matters relating to this Agreement, including execution and delivery of any amendment, supplement, modification or termination of this Agreement and any waiver of any claim or right arising out of this Agreement, agreeing on the Service Charges from time to time after the occurrence of and any adjustments thereto, andduring the continuation of an Event of Default, in generalAgent’s discretion, to do all things take any action and to perform all actsexecute any instrument which Agent or Lenders may deem necessary or advisable to accomplish the purpose of this Agreement or any other Loan Document, including executing including, without limitation, the following: (i) to ask, demand, collect, xxx for, recover, compromise, receive and delivering all agreementsgive acquittance and receipts for monies due and to become due under or in respect of the Collateral; (ii) to receive, certificates, receipts, instructionsendorse, and collect (A) any SPV Equity, Investment Transaction Equity or other instruments contemplated by or deemed advisable to effectuate the provisions of this Section 8.14. In addition, the Parties agree that: (a) this appointment and grant of power and authority is coupled with an interest and is payments in consideration respect of the mutual covenants Collateral, (B) any instruments made payable to any Borrower representing any dividend, payment of principal, interest, redemption price, purchase price or other distribution or payment in respect of the Blocked Account, or (C) any other instruments, documents and chattel paper received in connection with this Agreement or any other Loan Document; (iii) to file any claims, or take any action or institute any proceedings which Agent or Lenders shall deem necessary or desirable for the collection of any SPV Equity or Investment Transaction Equity in the event that Borrowers shall fail to do so, or otherwise to enforce the rights of Agent and Lenders with respect to this Agreement and is irrevocable the other Loan Documents; (iv) to execute and/or file any Uniform Commercial Code financing statements, continuation statements, or other filing, and will not any amendment thereof, relating to the Collateral (including the Blocked Account and the Excess Cash); (v) to give notice to any third parties which may be terminated by any act required to perfect Agent’s Lien, for the benefit of any Subsidiary that is a party the Lender Group, in the Collateral (including the Blocked Account and the Excess Cash); and (vi) to register, purchase, sell, assign, transfer, pledge or by operation of Law or by the occurrence of take any other event. Each Subsidiary of Cummins that is a party action with respect to a Joinder any Collateral (including the Blocked Account and the Excess Cash) in accordance with this Agreement hereby consents or, to the taking of extent applicable, any and all actions and the making of all decisions required or permitted to be taken or made by Cummins pursuant to this Section 8.14, and each Subsidiary of Filtration that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Filtration pursuant to this Section 8.14. Each Subsidiary of Cummins that is a party to a Joinder Agreement agrees that Cummins shall have no obligation or Liability to any Person for any action taken or omitted by Cummins in good faith, and each Subsidiary of Filtration that is a party to a Joinder Agreement agrees that Filtration shall have no obligation or Liability to any Person for any action taken or omitted by Filtration in good faith; andother Loan Document. (b) Cummins Agent or Lenders may, from time to time, at their sole option, perform any act which Borrowers agree hereunder to perform which Borrowers shall be entitled fail to rely upon perform, and Agent and Lenders may from time to time take any document other action which Agent or Lenders deem reasonably necessary for the maintenance, preservation or protection of any of the rights granted to Agent and Lenders hereunder. (c) The powers conferred on Agent and Lenders hereunder, other paper delivered by Filtration as being authorized by each Subsidiary of Filtration that is a party to a Joinder than the obligations expressly set forth in this Agreement, shall not impose upon Agent or Lenders any duty as to the Collateral (including the Blocked Account and Filtration shall be entitled the Excess Cash), or any responsibility for (i) ascertaining or taking action with respect to rely upon any document matters relative to the Collateral (including the Blocked Account and the Excess Cash), whether or not Agent or Lenders have or are deemed to have knowledge of such matters or (ii) taking any necessary steps to preserve rights against prior parties or any other paper delivered by Cummins as being authorized by each Subsidiary of Cummins that is a party rights pertaining to a Joinder Agreementthe Collateral (including the Blocked Account and the Excess Cash).

Attorney-in-Fact. Each Subsidiary of Cummins that executes a Joinder Agreement designates The Borrower hereby constitutes and appoints Cummins the Lender, or any other person whom the Lender may designate, as the Borrower's attorney-in-fact, at the Borrower's sole cost and expense, to exercise at any time after the occurrence of an Event of Default hereunder, all of the following powers and all of the powers set forth in Section 7.05, all of which powers, being coupled with an interest, shall be irrevocable until the Lender's security interest shall have been terminated in writing as set forth in Section 8.09: (a) to transmit to any Purchasers notice of the Lender's interest in the Accounts and to demand and receive from such party’s agent Purchasers at any time, in the name of the Lender or of the Borrower or of the designee of the Lender, information concerning the Accounts and the amounts owing thereon; (b) to notify Purchasers to make payments on the Accounts directly to the Lender or to a lock box designated by Lender; (c) to take or to bring, in the name of the Lender or in the name of the Borrower, all steps, action, suits or proceedings deemed by the Lender necessary or desirable to effect collection of the Accounts; (d) to receive, open and dispose of all mail addressed to the Borrower and to notify postal authorities to change the address for the delivery thereof to such address as the Lender may designate; and (e) to receive, take, endorse, assign and deliver in the Lender's name or in the name of the Borrower any and all checks, notes, drafts and other instruments relating to Accounts. All acts of such attorney-in-fact with full power and authority to act for and on behalf of such party in the absolute discretion of Cummins, and each Subsidiary of Filtration that executes a Joinder Agreement designates and appoints Filtration as such party’s agent and attorney-in-fact with full power and authority to act for and on behalf of such party in the absolute discretion of Filtration, in each case with respect to all matters relating to this Agreement, including execution and delivery of any amendment, supplement, modification or termination of this Agreement and any waiver of any claim or right arising out of this Agreement, agreeing on the Service Charges from time to time and any adjustments thereto, and, in general, to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions, and other instruments contemplated by or deemed advisable to effectuate the provisions of this Section 8.14. In addition, the Parties agree that: (a) this appointment and grant of power and authority is coupled with an interest and is in consideration of the mutual covenants made in this Agreement and is irrevocable and will not be terminated by any act of any Subsidiary that is a party or by operation of Law or by the occurrence of any other event. Each Subsidiary of Cummins that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be designee taken or made by Cummins pursuant to this Section 8.14or Section 7.05 are hereby ratified and approved by the Borrower, and each Subsidiary of Filtration that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required said attorney or permitted to designee shall not be taken or made by Filtration pursuant to this Section 8.14. Each Subsidiary of Cummins that is a party to a Joinder Agreement agrees that Cummins shall have no obligation or Liability to any Person liable for any action taken acts or omitted by Cummins in good faith, and each Subsidiary of Filtration that is a party to a Joinder Agreement agrees that Filtration shall have no obligation or Liability to any Person omissions nor for any action taken error of judgment or omitted by Filtration in good faith; and (b) Cummins shall be entitled to rely upon any document mistake of fact or other paper delivered by Filtration as being authorized by each Subsidiary of Filtration that is a party to a Joinder Agreement, and Filtration shall be entitled to rely upon any document or other paper delivered by Cummins as being authorized by each Subsidiary of Cummins that is a party to a Joinder Agreementlaw.

Attorney-in-Fact. Each Subsidiary of Cummins that executes a Joinder Agreement designates (a) Subject to Obligor's rights under Sections 2.13 through 2.16, Obligor hereby irrevocably constitutes and appoints Cummins the Collateral Agent and any officer or agent thereof, with full power of substitution, as such party’s agent its true and lawful attorney-in-fact with full irrevocable power and authority to act for and on behalf of such party in the absolute discretion place and stead of CumminsObligor and in the name of Obligor or in its own name, for the purpose of carrying out the provisions of this Agreement upon the occurrence and each Subsidiary during the continuation of Filtration an Event of Default, to (x) take any appropriate action and to execute any document or instrument that executes a Joinder may be necessary or desirable to accomplish the purposes of this Agreement, (y) preserve the validity, perfection and priority of the liens granted by this Agreement designates and, (z) exercise its rights, remedies, powers and appoints Filtration privileges under this Agreement. This appointment as such party’s agent and attorney-in-fact is irrevocable and coupled with full an interest. Without limiting the generality of the foregoing, Obligor hereby gives the Collateral Agent the power and authority to act for and right, on behalf of such party Obligor, without notice to or assent by Obligor, upon the occurrence and during the continuation of any Event of Default (i) to ask, demand, collect, xxx for, recover, receive and give receipt and discharge for amounts due and to become due under and in respect of all or any part of the Collateral, (ii) to, in the absolute discretion name of FiltrationObligor or its own name, or otherwise, take possession of, receive and indorse and collect any check, Account, Chattel Paper, draft, note, acceptance or other Instrument for the payment of moneys due under any Account or General Intangible, (iii) to file any claims or take any action or proceeding that the Collateral Agent may deem necessary or advisable for the collection of all or any part of the Collateral, (iv) to execute, in each case connection with any sale or disposition of the Collateral under Article V, any endorsements, assignments, bills of sale or other instruments of conveyance or transfer with respect to all matters or any part of the Collateral, (v) in the case of any Intellectual Property, execute and deliver, and have recorded, any agreement, instrument, document or paper as the Collateral Agent may request to evidence the Collateral Agent's security interest in such Intellectual Property and the goodwill and General Intangibles of Obligor relating thereto or represented thereby, (vi) pay or discharge taxes and Liens levied or placed on or threatened against the Collateral (other than Permitted Liens), effect any repair or pay or discharge any insurance called for by the terms of this Agreement (including all or any part of the premiums therefor and the costs thereof), (vii) execute, in connection with any sale provided for in Article V, any endorsement, assignment or other instrument of conveyance or transfer with respect to the collateral; and (viii) (A) direct any party liable for any payment under any Collateral to make payment of any moneys due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall direct, (B) ask or demand for, collect, and receive payment of and receipt for, any moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral, (C) sign and indorse any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipt, draft against debtors, assignment, verification, notice and other document in connection with any Collateral, (D) commence and prosecute any suit, action or proceeding at law or in equity in any court of competent jurisdiction to collect PLEDGE AND SECURITY AGREEMENT (ORNI 1) any Collateral and to enforce any other right in respect of any Collateral, (E) defend any suit, action or proceeding brought against Obligor with respect to any Collateral, (F) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or releases as the Collateral Agent may deem appropriate, (G) assign any Copyright, Patent or Trademark (along with the goodwill of the business to which any such Trademark pertains) throughout the world for such term or terms, on such conditions, and in such manner as the Collateral Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment and (H) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any Collateral as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes, and do, at the Collateral Agent's option and Obligor's expense, at any time, or from time to time, all acts and things that the Collateral Agent reasonably deems necessary to protect, preserve or realize upon the Collateral and the Collateral Agent's and the other Secured Parties' security interests therein and to effect the intent of this Agreement, including execution all as fully and delivery effectively as Obligor might do. (b) Without limiting the rights and powers of any amendmentthe Collateral Agent under Section 2.12(a), supplementObligor hereby appoints the Collateral Agent as its attorney-in-fact, modification or termination effective the date of this Agreement and any waiver terminating upon the Discharge Date, for the purpose of, upon the occurrence and during the continuation of any claim an Event of Default, (i) executing on behalf of Obligor title or right arising out ownership applications for filing with appropriate state agencies to enable Motor Vehicles now owned or in the future acquired by Obligor to be retitled and the Collateral Agent to be listed as lien holder as to those Motor Vehicles, (ii) filing such applications with such state agencies, and (iii) executing such other documents and instruments on behalf of, and taking such other action in the name of, Obligor as the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement, agreeing Agreement (including the purpose of creating in favor of the Collateral Agent a perfected lien on the Service Charges from time to time Motor Vehicles and any adjustments theretoexercising the rights, andremedies, in general, to do all things powers and to perform all acts, including executing privileges of the Collateral Agent under Section 5.01). This appointment as attorney-in-fact is irrevocable and delivering all agreements, certificates, receipts, instructions, and other instruments contemplated by or deemed advisable to effectuate the provisions of this Section 8.14. In addition, the Parties agree that: (a) this appointment and grant of power and authority is coupled with an interest interest. (c) Without limiting the rights and is in consideration powers of the mutual covenants made in Collateral Agent under Section 2.12(a), Obligor hereby appoints the Collateral Agent as its attorney-in-fact, effective the date of this Agreement and terminating upon the Discharge Date, at the Collateral Agent's option, but without any obligation so to do, for the purpose of performing, executing, and filing all such contracts, agreements and other documents as are contemplated by Section 2.11(b). This appointment as attorney-in-fact is irrevocable and will not coupled with an interest. (d) The expenses of the Collateral Agent incurred in connection with actions undertaken as provided in this Section 2.12, together with interest thereon at a rate per annum equal to the rate per annum at which interest would then be terminated by any act payable on past due Notes under the Indenture, from the date of any Subsidiary that is a party or by operation of Law or payment by the occurrence of any other event. Each Subsidiary of Cummins that is a party to a Joinder Agreement hereby consents Collateral Agent to the taking of any and all actions and the making of all decisions required or permitted to date reimbursed by Obligor, shall be taken or made payable by Cummins pursuant to this Section 8.14, and each Subsidiary of Filtration that is a party to a Joinder Agreement hereby consents Obligor to the taking Collateral Agent on demand and shall constitute Secured Obligations and be secured by the Liens of any and all actions and the making of all decisions required or permitted to be taken or made by Filtration pursuant to this Section 8.14. Each Subsidiary of Cummins that is a party to a Joinder Agreement agrees that Cummins shall have no obligation or Liability to any Person for any action taken or omitted by Cummins in good faith, and each Subsidiary of Filtration that is a party to a Joinder Agreement agrees that Filtration shall have no obligation or Liability to any Person for any action taken or omitted by Filtration in good faith; and (b) Cummins shall be entitled to rely upon any document or other paper delivered by Filtration as being authorized by each Subsidiary of Filtration that is a party to a Joinder Agreement, and Filtration shall be entitled to rely upon any document or other paper delivered by Cummins as being authorized by each Subsidiary of Cummins that is a party to a Joinder AgreementCollateral Documents.

Attorney-in-Fact. Each Subsidiary (a) Subject to the rights of Cummins that executes a Joinder Agreement designates the Debtor under Sections 2.06, 2.07, 2.08 and appoints Cummins as such party’s agent and 2.09, the Secured Party is hereby appointed the attorney-in-fact with full power of the Debtor for the purpose of carrying out the provisions of this Agreement and authority taking any action and executing any instruments which the Secured Party may deem necessary or advisable to act for accomplish the purposes of this Agreement, to preserve the validity, perfection and on behalf priority of such party in the absolute discretion Liens granted by this Agreement and, following any Event of CumminsDefault, to exercise its rights, remedies, powers and each Subsidiary of Filtration that executes a Joinder Agreement designates and appoints Filtration privileges under this Agreement. This appointment as such party’s agent and attorney-in-fact is irrevocable and coupled with full power an interest. Without limiting the generality of the foregoing, the Secured Party shall be entitled under this Agreement upon the occurrence and authority continuation of any Event of Default (i) to act ask, demand, collect, sux xor, recover, receive and give receipt and discharge for amounts due and on behalf to become due under and in respect of such party all or any part of the Collateral; (ii) to receive, endorse and collect any Instruments or other drafts, instruments, documents and chattel paper in connection with clause (i) above (including any draft or check representing the absolute discretion proceeds of Filtrationinsurance or the return of unearned premiums); (iii) to file any claims or take any action or proceeding that the Secured Party may deem necessary or advisable for the collection of all or any part of the Collateral, in each case including the collection of any compensation due and to become due under any contract or agreement with respect to all matters relating or any part of the Collateral; and (iv) to this Agreementexecute, including execution in connection with any sale or disposition of the collateral under Section 6, any endorsements, assignments, bills of sale or other instruments of conveyance or transfer with respect to all or any part of the Collateral. (b) Without limiting the rights and delivery powers of any amendmentthe Secured Party under Section 2.05(a), supplementthe Debtor hereby appoints the Secured Party as its attorney-in-fact, modification or termination effective the date of the signing of this Agreement and any waiver of any claim or right arising out terminating upon the termination of this Agreement, agreeing for the purpose of (i) filing such applications with such state agencies and (ii) executing such other documents and instruments on the Service Charges from time to time and any adjustments thereto, and, in general, to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructionsbehalf of, and taking such other instruments contemplated by action in the name of, the Debtor as the Secured Party may deem necessary or deemed advisable to effectuate accomplish the provisions purposes of this Section 8.14Agreement. In addition, the Parties agree that: (a) this This appointment as attorney-in-fact is irrevocable and grant of power and authority is coupled with an interest and is in consideration of the mutual covenants made in this Agreement and is irrevocable and will not be terminated by any act of any Subsidiary that is a party or by operation of Law or by the occurrence of any other event. Each Subsidiary of Cummins that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Cummins pursuant to this Section 8.14, and each Subsidiary of Filtration that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Filtration pursuant to this Section 8.14. Each Subsidiary of Cummins that is a party to a Joinder Agreement agrees that Cummins shall have no obligation or Liability to any Person for any action taken or omitted by Cummins in good faith, and each Subsidiary of Filtration that is a party to a Joinder Agreement agrees that Filtration shall have no obligation or Liability to any Person for any action taken or omitted by Filtration in good faith; and (b) Cummins shall be entitled to rely upon any document or other paper delivered by Filtration as being authorized by each Subsidiary of Filtration that is a party to a Joinder Agreement, and Filtration shall be entitled to rely upon any document or other paper delivered by Cummins as being authorized by each Subsidiary of Cummins that is a party to a Joinder Agreementinterest.

Attorney-in-Fact. Each Subsidiary (a) The Onshore Collateral Agent and the Offshore Collateral Agent, or any officer or agent thereof, with full power of Cummins that executes a Joinder Agreement designates and appoints Cummins substitution for the Onshore Collateral Agent or the Offshore Collateral Agent, as such party’s agent and the case may be, is hereby appointed the attorney-in-fact with full power of the Borrower for the purpose of carrying out the provisions of each of the Financing Documents and authority taking any action and executing any instruments which the Administrative Agent may deem necessary or advisable to act for accomplish the purposes hereof and on behalf of thereof to the extent that the Offshore Collateral Agent and the Onshore Collateral Agent are authorized or directed to take such party in action or execute such instrument pursuant to the absolute discretion of Cumminsterms hereof and thereof, and each Subsidiary of Filtration that executes a Joinder Agreement designates and appoints Filtration which appointment as such party’s agent and attorney-in-fact with full power and authority to act for and on behalf of such party in the absolute discretion of Filtration, in each case with respect to all matters relating to this Agreement, including execution and delivery of any amendment, supplement, modification or termination of this Agreement and any waiver of any claim or right arising out of this Agreement, agreeing on the Service Charges from time to time and any adjustments thereto, and, in general, to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions, and other instruments contemplated by or deemed advisable to effectuate the provisions of this Section 8.14. In addition, the Parties agree that: (a) this appointment and grant of power and authority is coupled with an interest and is in consideration irrevocable and, without limiting the generality of the mutual covenants made in foregoing, which appointment hereby gives the Onshore Collateral Agent or the Offshore Collateral Agent, as the case may be, the power and right on behalf of the Borrower, without notice to or assent by any of the foregoing, to the extent permitted by applicable law, to do the following when and to the extent it is authorized or directed to do so pursuant to the terms of this Agreement or any of the other Financing Documents: (i) to ask for, demand, sue for, collect, receive and is irrevocable and will not be terminated by any act of any Subsidiary that is a party or by operation of Law or by the occurrence of any other event. Each Subsidiary of Cummins that is a party to a Joinder Agreement hereby consents to the taking of give acquittance for any and all actions and the making of all decisions required mxxxys due or permitted to be taken or made by Cummins pursuant to this Section 8.14, and each Subsidiary of Filtration that is a party to a Joinder Agreement hereby consents become due with respect to the taking of Collateral; (ii) to receive, take, endorse, assign and deliver any and all actions checks, notes, drafts, acceptances, documents and other negotiable and non-negotiable instruments, documents and chattel paper taken or received by the Offshore Collateral Agent in connection with this Agreement or any of the other Financing Documents; (iii) to commence, file, prosecute, defend, settle, compromise or adjust any claim, suit, action or proceeding with respect to the Collateral; (iv) to sell, transfer, assign or otherwise deal in or with the Collateral or any part thereof pursuant to the terms and conditions of the Agreement and the making of all decisions required or permitted to be taken or made by Filtration pursuant to this Section 8.14. Each Subsidiary of Cummins that is a party to a Joinder Agreement agrees that Cummins shall have no obligation or Liability to any Person for any action taken or omitted by Cummins in good faith, and each Subsidiary of Filtration that is a party to a Joinder Agreement agrees that Filtration shall have no obligation or Liability to any Person for any action taken or omitted by Filtration in good faithother Financing Documents; and (v) to do, at the option of the Administrative Agent and at the expense and for the account of the Borrower at any time or from time to time, all acts and things which the Administrative Agent deems necessary to protect or preserve the Collateral and to realize upon the Collateral; (A) neither the Onshore Collateral Agent nor the Offshore Collateral Agent shall exercise any of its rights under this power of attorney prior to a Borrower Enforcement Direction and (B) prior to exercising such rights, the Onshore Collateral Agent or the Offshore Collateral Agent, as the case may be, shall notify the Borrower of its receipt of such Borrower Enforcement Direction and the contents thereof. (b) Cummins The Borrower agrees to execute and deliver to the Onshore Collateral Agent or the Offshore Collateral Agent, as the case may be, and register in every public registry in Peru in which such registration is necessary, if any, a notarized public deed constituting such power of attorney. Annually prior to the anniversary date hereof, the Borrower must renew such power of attorney and such registration. Neither the Onshore Collateral Agent nor the Offshore Collateral Agent shall be entitled to rely upon responsible for the negligence or misconduct of any document attorney-in-fact selected by it without gross negligence or other paper delivered by Filtration as being authorized by each Subsidiary of Filtration that is a party to a Joinder Agreement, and Filtration shall be entitled to rely upon any document or other paper delivered by Cummins as being authorized by each Subsidiary of Cummins that is a party to a Joinder Agreementwillful misconduct.

Attorney-in-Fact. Each Subsidiary LIMITATIONS ON AUTHORITY OF THE PORTFOLIO MANAGER AS ATTORNEY-IN FACT; AUTHORITY WITH RESPECT TO BANK ACCOUNTS; NATURE OF SERVICES. (i) Subject to clause (ii) of Cummins that executes a Joinder this clause (h), the Issuer hereby irrevocably appoints the Portfolio Manager as the Issuer's attorney-in-fact, with full authority in the place and stead of the Issuer and in the name of the Issuer or otherwise, from time to time in the Portfolio Manager's discretion, but subject to the direction of the Issuer, to take such actions on behalf of the Issuer as may be necessary or advisable for purposes of the administration and management of the operations of the Issuer, and the right to ask, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts for moneys due and to become due in connection therewith and to receive, endorse, and collect any drafts or other instruments, documents and chattel paper in connection therewith, and to file any claims or take any action or institute any proceedings which may be necessary or desirable for the collection thereof or to enforce compliance with the terms and conditions of any of such documents, instruments and agreements. (ii) Anything in clause (i) of this clause (h) or elsewhere in this Agreement designates and appoints Cummins to the contrary notwithstanding, the Portfolio Manager is not hereby authorized to execute on behalf of or as such party’s agent and attorney-in-fact with full power and authority to act for and on behalf of such party in the absolute discretion of CumminsIssuer any Transaction Document, and each Subsidiary of Filtration that executes a Joinder Agreement designates and appoints Filtration as such party’s agent and attorney-in-fact with full power and authority to act for and on behalf of such party in the absolute discretion of Filtration, in each case with respect to all matters relating to this Agreement, including execution and delivery of or any amendment, supplement, modification or termination waiver to or under any Transaction Document. (iii) The Issuer authorizes the Portfolio Manager to transfer and deposit funds of this Agreement the Issuer to and any waiver of any claim or right arising out of this Agreementin such bank accounts including, agreeing on the Service Charges from time to time and any adjustments thereto, and, in general, to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions, and other instruments contemplated by or deemed advisable to effectuate the provisions of this Section 8.14. In additionwithout limitation, the Parties agree that: (a) this appointment and grant of power and authority is coupled with an interest and is Custodial Account, as may be established in consideration the name of the mutual covenants made in this Agreement and is irrevocable and will not be terminated by any act of any Subsidiary that is a party or by operation of Law or by the occurrence of any other event. Each Subsidiary of Cummins that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Cummins pursuant to this Section 8.14, and each Subsidiary of Filtration that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Filtration pursuant to this Section 8.14. Each Subsidiary of Cummins that is a party to a Joinder Agreement agrees that Cummins shall have no obligation or Liability to any Person for any action taken or omitted by Cummins in good faith, and each Subsidiary of Filtration that is a party to a Joinder Agreement agrees that Filtration shall have no obligation or Liability to any Person for any action taken or omitted by Filtration in good faith; and (b) Cummins shall be entitled to rely upon any document or other paper delivered by Filtration as being authorized by each Subsidiary of Filtration that is a party to a Joinder Agreement, and Filtration shall be entitled to rely upon any document or other paper delivered by Cummins as being authorized by each Subsidiary of Cummins that is a party to a Joinder AgreementIssuer.

Attorney-in-Fact. Each Subsidiary In the event that Owner shall default in the payment of Cummins that executes the principal, premium, if any, or interest on any indebtedness forming a Joinder Agreement designates part of or arising under the Secured Obligations, or upon the occurrence of any other Event of Default hereunder or under the Loan Agreement, or under any other loan agreement, credit agreement, note, mortgage, guaranty or security agreement evidencing or securing the Secured Obligations, or under any other undertaking of Owner to Mortgagee, but subject in all respects to the rights of the Agent and the Senior Lenders under the Senior Loan Agreement, the Senior Security Documents and the Subordination Agreement, Owner irrevocably appoints Cummins as such party’s agent and Mortgagee the attorney-in-fact with full power of Owner: (1) to execute, deliver and authority to act for make, in the name of and on behalf of Owner, a good conveyance of title to the Vessels to any purchaser (Owner will, if and when required by Mortgagee, execute such party form of conveyance of title to the Vessels as Mortgagee may direct; Owner agrees that this requirement is subject to a suit for specific performance hereof); (2) to demand, collect, receive, compromise and xxx for, in the absolute discretion name of CumminsOwner, all freight, hire, earnings, issues, revenues, accounts, accounts receivable, chattel paper, income and profits of the Vessels, and each Subsidiary all amounts due from underwriters under any insurance thereon as payment of Filtration that executes a Joinder Agreement designates losses, or as return premiums, or otherwise, salvage awards and appoints Filtration as such partyrecoveries, recoveries in general average or otherwise, and all other sums thereafter due or to become due in respect of the Vessels, or in respect of any insurance thereon, from any Person whomsoever to the extent of Owner’s agent interest therein, which said interest is hereby assigned to Mortgagee; (3) to make, give and attorney-in-fact with full power and authority to act for and on behalf of such party execute in the absolute discretion name of Filtrationthe Owner acquaintances, receipts, releases or other discharges for the same, whether under seal or otherwise; (4) to endorse and accept, in each case the name of Owner, all checks, notes, drafts, warrants, agreements and other instruments in writing with respect to all matters relating the foregoing. Owner authorizes the Mortgagee to this Agreement, including execution and delivery of take any amendment, supplement, modification such action or termination of this Agreement and exercise any waiver of any claim or right arising out of this Agreement, agreeing on the Service Charges from time to time and any adjustments thereto, and, in general, to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions, and other instruments contemplated by or deemed advisable to effectuate the provisions of this Section 8.14. In addition, the Parties agree that: (a) this appointment and grant of power and authority is coupled with an interest and is in consideration of the mutual covenants made enumerated in this Agreement and is irrevocable and will not be terminated by any act of any Subsidiary that is a party Section, or by operation of Law otherwise provided for in this Mortgage or by the occurrence of any other event. Each Subsidiary of Cummins that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Cummins pursuant to this Section 8.14, and each Subsidiary of Filtration that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Filtration pursuant to this Section 8.14. Each Subsidiary of Cummins that is a party to a Joinder Agreement agrees that Cummins shall have no obligation or Liability to any Person for any action taken or omitted by Cummins in good faith, and each Subsidiary of Filtration that is a party to a Joinder Agreement agrees that Filtration shall have no obligation or Liability to any Person for any action taken or omitted by Filtration in good faith; and (b) Cummins shall be entitled to rely upon any document or other paper delivered by Filtration as being authorized by each Subsidiary of Filtration that is a party to a Joinder Agreement, and Filtration shall be entitled to rely upon any document or other paper delivered by Cummins as being authorized by each Subsidiary of Cummins that is a party to a Joinder Agreementunder applicable law.

Attorney-in-Fact. Each Subsidiary of Cummins that executes a Joinder Agreement designates (a) Subject to Obligor's rights under Sections 2.13 through 2.16, Obligor hereby irrevocably constitutes and appoints Cummins the Collateral Agent and any officer or agent thereof, with full power of substitution, as such party’s agent its true and lawful attorney-in-fact with full irrevocable power and authority to act for and on behalf of such party in the absolute discretion place and stead of CumminsObligor and in the name of Obligor or in its own name, for the purpose of carrying out the provisions of this Agreement upon the occurrence and each Subsidiary during the continuation of Filtration an Event of Default, to (x) take any appropriate action and to execute any document or instrument that executes a Joinder may be necessary or desirable to accomplish the purposes of this Agreement, (y) preserve the validity, perfection and priority of the liens granted by this Agreement designates and, (z) exercise its rights, remedies, powers and appoints Filtration privileges under this Agreement. This appointment as such party’s agent and attorney-in-fact is irrevocable and coupled with full an interest. Without limiting the generality of the foregoing, Obligor hereby gives the Collateral Agent the power and authority to act for and right, on behalf of such party Obligor, without notice to or assent by Obligor, upon the occurrence and during the continuation of any Event of Default (i) to ask, demand, collect, xxx for, recover, receive and give receipt and discharge for amounts due and to become due under and in respect of all or any part of the Collateral, (ii) to, in the absolute discretion name of FiltrationObligor or its own name, or otherwise, take possession of, receive and indorse and collect any check, Account, Chattel Paper, draft, note, acceptance or other Instrument for the payment of moneys due under any Account or General Intangible, (iii) to file any claims or take any action or proceeding that the Collateral Agent may deem necessary or advisable for the collection of all or any part of the Collateral, (iv) to execute, in each case connection with any sale or disposition of the Collateral under Article V, any endorsements, assignments, bills of sale or other instruments of conveyance or transfer with respect to all matters or any part of the Collateral, (v) in the case of any Intellectual Property, execute and deliver, and have recorded, any agreement, instrument, document or paper as the Collateral Agent may request to evidence the Collateral Agent's security interest in such Intellectual Property and the goodwill and General Intangibles of Obligor relating thereto or represented thereby, (vi) pay or discharge taxes and Liens levied or placed on or threatened against the Collateral (other than Permitted Liens), effect any repair or pay or discharge any insurance called for by the terms of this Agreement (including all or any part of the premiums therefor and the costs thereof), (vii) execute, in connection with any sale provided for in Article V, any endorsement, assignment or other instrument of conveyance or transfer with respect to the collateral; and (viii) (A) direct any party liable for any payment under any Collateral to make payment of any moneys due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall direct, (B) ask or demand for, collect, and receive payment of and receipt for, any moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral, (C) sign and indorse any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipt, draft against debtors, assignment, verification, notice and other document in connection with any Collateral, (D) commence and prosecute any suit, action or proceeding at law or in equity in any court of competent jurisdiction to collect PLEDGE AND SECURITY AGREEMENT (ORNI 2) any Collateral and to enforce any other right in respect of any Collateral, (E) defend any suit, action or proceeding brought against Obligor with respect to any Collateral, (F) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or releases as the Collateral Agent may deem appropriate, (G) assign any Copyright, Patent or Trademark (along with the goodwill of the business to which any such Trademark pertains) throughout the world for such term or terms, on such conditions, and in such manner as the Collateral Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment and (H) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any Collateral as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes, and do, at the Collateral Agent's option and Obligor's expense, at any time, or from time to time, all acts and things that the Collateral Agent reasonably deems necessary to protect, preserve or realize upon the Collateral and the Collateral Agent's and the other Secured Parties' security interests therein and to effect the intent of this Agreement, including execution all as fully and delivery effectively as Obligor might do. (b) Without limiting the rights and powers of any amendmentthe Collateral Agent under Section 2.12(a), supplementObligor hereby appoints the Collateral Agent as its attorney-in-fact, modification or termination effective the date of this Agreement and any waiver terminating upon the Discharge Date, for the purpose of, upon the occurrence and during the continuation of any claim an Event of Default, (i) executing on behalf of Obligor title or right arising out ownership applications for filing with appropriate state agencies to enable Motor Vehicles now owned or in the future acquired by Obligor to be retitled and the Collateral Agent to be listed as lien holder as to those Motor Vehicles, (ii) filing such applications with such state agencies, and (iii) executing such other documents and instruments on behalf of, and taking such other action in the name of, Obligor as the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement, agreeing Agreement (including the purpose of creating in favor of the Collateral Agent a perfected lien on the Service Charges from time Motor Vehicles and exercising the rights, remedies, powers and privileges of the Collateral Agent under Section 5.01). This appointment as attorney-in-fact is irrevocable and coupled with an interest. (c) Without limiting the rights and powers of the Collateral Agent under Section 2.12(a), Obligor hereby appoints the Collateral Agent as its attorney-in-fact, effective the date of this Agreement and terminating upon the Discharge Date, at the Collateral Agent's option, but without any obligation so to time and any adjustments theretodo, andfor the purpose of performing, in general, to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructionsexecuting, and filing all such contracts, agreements and other instruments documents as are contemplated by or deemed advisable to effectuate Section 2.11(b). This appointment as attorney-in-fact is irrevocable and coupled with an interest. (d) The expenses of the provisions of Collateral Agent incurred in connection with actions undertaken as provided in this Section 8.14. In addition2.12, together with interest thereon at a rate per annum equal to the Parties agree that:rate per annum at which interest would then be payable on past due Notes under the Indenture, from the date of payment by the Collateral Agent to the date reimbursed by Obligor, shall be payable by Obligor to the Collateral Agent on demand and shall constitute Secured Obligations and be secured by the Liens of the Collateral Documents. (ae) Obligor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. All powers, authorizations and agencies contained in this appointment and grant of power and authority is Agreement are coupled with an interest and is in consideration of the mutual covenants made in are irrevocable until this Agreement and is irrevocable and will not be terminated by any act of any Subsidiary that is a party or by operation of Law or by the occurrence of any other event. Each Subsidiary of Cummins that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Cummins pursuant to this Section 8.14, and each Subsidiary of Filtration that is a party to a Joinder Agreement security interests created hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Filtration pursuant to this Section 8.14. Each Subsidiary of Cummins that is a party to a Joinder Agreement agrees that Cummins shall have no obligation or Liability to any Person for any action taken or omitted by Cummins in good faith, and each Subsidiary of Filtration that is a party to a Joinder Agreement agrees that Filtration shall have no obligation or Liability to any Person for any action taken or omitted by Filtration in good faith; and (b) Cummins shall be entitled to rely upon any document or other paper delivered by Filtration as being authorized by each Subsidiary of Filtration that is a party to a Joinder Agreement, and Filtration shall be entitled to rely upon any document or other paper delivered by Cummins as being authorized by each Subsidiary of Cummins that is a party to a Joinder Agreementare released.

Attorney-in-Fact. Each Subsidiary To the extent necessary or appropriate to perform its duties hereunder, the Collateral Manager shall have the power to execute and deliver all necessary and appropriate documents and instruments in the name and on behalf of Cummins that executes a Joinder Agreement designates the Issuer with respect thereto. The Issuer hereby delegates to the Collateral Manager all powers, duties and responsibilities with regard to the management and administrative services to be provided to the Issuer as contemplated by Sections 2 and 3. In furtherance of the foregoing, the Issuer hereby makes, constitutes and appoints Cummins the Collateral Manager, with full power of substitution (any person in favor of which such power of substitution shall be exercised being referred to as such party’s a “Subattorney”), as its true and lawful agent and attorney-in-fact fact, with full power and authority in its name, place and stead (a) to act for sign, execute, certify, swear to, acknowledge, deliver, file, receive and on behalf of such party record any and all documents (including tax documents and documents in the absolute discretion of Cumminsconnection with compliance with any applicable implementing legislation in any relevant jurisdiction), and each Subsidiary of Filtration that executes a Joinder to make any payment, which the Collateral Manager reasonably deems necessary or appropriate in connection with its duties under this Agreement designates and appoints Filtration as such party’s agent (b) to (1) vote in its discretion any Assets, (2) execute proxies, waivers, consents and attorney-in-fact with full power and authority to act for and on behalf of such party in the absolute discretion of Filtration, in each case other instruments with respect to all matters relating such Assets, (3) endorse, transfer or deliver such investments, (4) participate in or consent (or decline to this Agreementconsent) to any modification, including execution work-out, restructuring, bankruptcy proceeding, winding-up, class action, plan or reorganization, merger, combination, consolidation, liquidation or similar plan or transaction with regard to such investments and delivery (5) exercise the rights and remedies of any amendmentthe Issuer under the Hedge Agreements, supplement, modification or termination of this Agreement and any waiver of any claim or right arising out of this Agreement, agreeing on the Service Charges from time to time and any adjustments thereto, and, in general, to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions, and other instruments contemplated by or deemed advisable to effectuate the provisions of this Section 8.14if any. In addition, the Parties agree that: (a) this appointment and This grant of power and authority of attorney is coupled with an interest and, to the extent permitted by applicable law, irrevocable, and it shall survive and not be affected by the subsequent dissolution or bankruptcy of the Issuer; provided, however, that this grant of power of attorney shall expire, and the Collateral Manager and any Subattorney shall cease to have any power to act as the Issuer’s agent or attorney-in-fact, upon termination of this Agreement or, in the case of a Collateral Manager that has resigned or that has been removed, as applicable, under the terms hereunder, upon the effectiveness of such resignation or removal. Each of the Collateral Manager and the Issuer shall take such other actions, and furnish such certificates, opinions and other documents, as may be reasonably requested by the other party hereto in order to effectuate the purposes of this Agreement and to facilitate compliance with applicable laws and regulations and the terms of this Agreement. Notwithstanding the foregoing, it is understood that the power of attorney granted herein is in consideration all cases and for all purposes qualified and limited by the Indenture and other Transaction Documents and, as such, the power of attorney granted hereby is limited rather than general. Notwithstanding anything to the mutual covenants made contrary in this Agreement and is irrevocable and will not be terminated by any act or the Indenture, none of any Subsidiary that is a party or by operation of Law or the services performed by the occurrence Collateral Manager shall result in or be construed as resulting in an obligation to perform any of the following: (i) the Collateral Manager acting as an intermediary in securities for the Issuer; (ii) the Collateral Manager providing investment banking services to the Issuer; or (iii) the Collateral Manager having direct contact with, or soliciting or finding, outside investors to invest in the Issuer; or (iv) the Collateral Manager authorizing or causing the disbursement of money or other assets of the Issuer, except in accordance with this Agreement, the Indenture, or any other event. Each Subsidiary Transaction Documents or in connection with the acquisition, sale or disposal of Cummins that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Cummins pursuant to this Section 8.14, and each Subsidiary of Filtration that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Filtration pursuant to this Section 8.14. Each Subsidiary of Cummins that is a party to a Joinder Agreement agrees that Cummins shall have no obligation or Liability to any Person for any action taken or omitted by Cummins in good faith, and each Subsidiary of Filtration that is a party to a Joinder Agreement agrees that Filtration shall have no obligation or Liability to any Person for any action taken or omitted by Filtration in good faith; and (b) Cummins shall be entitled to rely upon any document or other paper delivered by Filtration as being authorized by each Subsidiary of Filtration that is a party to a Joinder Agreement, and Filtration shall be entitled to rely upon any document or other paper delivered by Cummins as being authorized by each Subsidiary of Cummins that is a party to a Joinder AgreementIssuer’s Assets.

Attorney-in-Fact. Each Subsidiary of Cummins that executes a Joinder Agreement designates (a) The Borrower hereby constitutes and appoints Cummins the Lender as its true and lawful attorney-in-fact, in its place and stead and with full power of substitution, either in the Lender’s own name or in the name of the Borrower to do the following after an Event of Default, to the extent the Borrower has such right: (i) Endorse any notes, checks, drafts, money orders, or other evidences of payment payable to the Borrower relating to the Collateral that may come into the possession of the Lender and obtain, take possession of, substitute the Lender or any designee of the Lender for the Borrower as the owner of, or signatory on, and otherwise apply in any manner, all deposit accounts, cash or cash equivalents, instruments and general intangibles of, relating to or derived from the Series or any other Collateral, and all proceeds thereof including, but not limited to, interest, chattel paper, notes, certificates, writings, distributions, dividends, profits, rights, benefits, premiums and other payments and rights to payment, held by any Person for or in the name of the Borrower; (ii) Enforce all of the Borrower’s rights under and pursuant to all agreements with respect to the Collateral, all for the sole benefit of the Lender, and to enter into such other agreements as may be necessary to complete the production, distribution, and exploitation of Season Two; (iii) Enter into and perform such agreements as may be necessary in order to carry out the terms, covenants, and conditions of this Agreement and the other Loan Documents that are required to be observed or performed by the Borrower; (iv) Execute such other and further mortgages, pledges, and assignments of the Collateral as the Lender may reasonably require solely for the purpose of protecting, maintaining, or enforcing the Lien granted to the Lender by this Agreement and the other Loan Documents; (v) Take over and complete production of Season Two or any Episode (including, but not limited to completing post-production and editing and locking Season Two or any Episode); (vi) Sign and deliver documents required or appropriate to reduce or eliminate any foreign withholding taxes; (vii) Lease, license, sell or otherwise dispose of the Series or Season Two and/or such distribution rights in and to the Series and such other rights therein as have not been disposed of by the Borrower or any Person on behalf of the Borrower (or to engage others to do so with the costs and expenses thereof to be recoupable by the Lender as provided herein); (viii) Renegotiate the Netflix License Agreement or such other agreements as the Lender has a Lien in pursuant to the terms hereof as the Lender in its sole and exclusive discretion deems proper; (ix) Require, demand, collect, receive, settle, adjust, compromise and to give acquittances and receipts for the payment of any and all money payable pursuant to the Netflix License Agreement, or such other agreements included in the Collateral and such licenses and agreements as the Lender may enter into as aforesaid; (x) Prepare and file documents required or appropriate in order to qualify for withholding tax exemptions, and file any claims and/or proofs of claim, and commence, maintain or discontinue any actions, suits or other proceedings deemed by the Lender advisable for the purpose of collecting or enforcing payment of any money owing under the terms of the Collateral; (xi) Execute any and all such instruments, agreements or documents, and do all things as may be necessary or desirable to carry out the purposes of this Agreement; (xii) Apply any receipts so derived from the Lender’s exercise of this power-of-attorney to the Obligations as herein provided; (xiii) Settle, compromise, prosecute or defend any action, claim or proceeding with respect thereto and to sell, assign, pledge, transfer and make any agreement respecting or otherwise deal with, the same; (xiv) Effect Delivery to Netflix; and (xv) Do any and all other acts necessary and proper to carry out the intent of this Agreement; (b) Nothing herein contained shall be construed as requiring or obligating the Lender to make any demand, or to make any inquiry as to the nature or sufficiency of any payment received by it, or to present or file any claim or notice or take any action with respect to any of the Collateral or the money due or to become due thereunder or the property covered thereby, and no action taken or omitted to be taken by the Lender with respect to any of the Collateral shall give rise to any defense, counterclaim or setoff in favor of the Borrower or to any claim or action against the Lender. Neither the Lender nor its attorneys will be liable for any acts or omissions or for any error of judgment or mistake of fact or law. The Borrower ratifies and confirms all acts taken by the Lender as such party’s agent and attorney-in-fact with full power and authority to act for and on behalf of such party in the absolute discretion of Cummins, and each Subsidiary of Filtration that executes a Joinder Agreement designates and appoints Filtration as such party’s agent and attorney-in-fact with full power and authority to act for and on behalf of such party in the absolute discretion of Filtration, in each case with respect to all matters relating to this Agreement, including execution and delivery of any amendment, supplement, modification or termination its substitutes by virtue of this Agreement and any waiver power of any claim or right arising out of this Agreementattorney. This power, agreeing on the Service Charges from time to time and any adjustments thereto, and, in general, to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions, and other instruments contemplated by or deemed advisable to effectuate the provisions of this Section 8.14. In addition, the Parties agree that: (a) this appointment and grant of power and authority is being coupled with an interest and interest, is in consideration of the mutual covenants made in irrevocable until this Agreement and is irrevocable and will not be has been terminated by any act of any Subsidiary that is a party or by operation of Law or by the occurrence of any other event. Each Subsidiary of Cummins that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Cummins pursuant to this Section 8.14, and each Subsidiary of Filtration that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Filtration pursuant to this Section 8.14. Each Subsidiary of Cummins that is a party to a Joinder Agreement agrees that Cummins shall Obligations have no obligation or Liability to any Person for any action taken or omitted by Cummins in good faith, and each Subsidiary of Filtration that is a party to a Joinder Agreement agrees that Filtration shall have no obligation or Liability to any Person for any action taken or omitted by Filtration in good faith; and (b) Cummins shall be entitled to rely upon any document or other paper delivered by Filtration as being authorized by each Subsidiary of Filtration that is a party to a Joinder Agreement, and Filtration shall be entitled to rely upon any document or other paper delivered by Cummins as being authorized by each Subsidiary of Cummins that is a party to a Joinder Agreementbeen fully satisfied.

Attorney-in-Fact. Each Subsidiary The Collateral Trustee or any officer or agent thereof, with full power of Cummins that executes a Joinder Agreement designates and appoints Cummins as such party’s agent and substitution, is hereby appointed the attorney-in-fact with full power of each of the Borrower, the Partnership, the General Partner and authority the Limited Partner for the purpose of carrying out the provisions of this Agreement and any of the Financing Documents and taking any action and executing any instruments which the Collateral Trustee, at the direction of Majority Lenders; may deem necessary or advisable to act for accomplish the purposes hereof and on behalf of such party in the absolute discretion of Cumminsthereof, and each Subsidiary of Filtration that executes a Joinder Agreement designates and appoints Filtration which appointment as such party’s agent and attorney-in-fact with full power and authority to act for and on behalf of such party in the absolute discretion of Filtration, in each case with respect to all matters relating to this Agreement, including execution and delivery of any amendment, supplement, modification or termination of this Agreement and any waiver of any claim or right arising out of this Agreement, agreeing on the Service Charges from time to time and any adjustments thereto, and, in general, to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions, and other instruments contemplated by or deemed advisable to effectuate the provisions of this Section 8.14. In addition, the Parties agree that: (a) this appointment and grant of power and authority is coupled with an interest and is in consideration irrevocable and, without limiting the generality of the mutual covenants made foregoing, which appointment hereby gives the Collateral Trustee the power and right on behalf of each of the Borrower, the Partnership, the General Partner and the Limited Partner without notice to or assent by any of the foregoing, to the extent permitted by applicable law, to do the following when and to the extent it is authorized or directed to do so pursuant to the terms of this Agreement or any of the Security Documents: (i) to ask for, demand, xxx for, collect, receive and give acquittance for any and all moneys due or to become due with respect to, and to the extent of, the rights assigned to it by any of the Borrower, the Partnership, the General Partner and the Limited Partner to the extent of the interest therein of any Secured Party in the Collateral; (ii) to receive, take, endorse, assign and deliver any and all checks, notes, drafts, acceptances, documents and other negotiable and non- negotiable instruments, documents and chattel paper taken or received by the Collateral Trustee in connection with this Agreement or any of the Financing Documents; (iii) to commence, file, prosecute, defend, settle, compromise, adjust, revoke, cancel, annul, move to dismiss or otherwise undo any claim, suit, action or proceeding with respect to the security interests granted for the benefit of the Secured Parties in the Collateral; (iv) to sell, transfer, assign or otherwise deal in or with the Collateral or any part thereof pursuant to the terms and conditions of this Agreement and is irrevocable and will not be terminated by any act of any Subsidiary that is a party or by operation of Law or by the occurrence of any other event. Each Subsidiary of Cummins that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Cummins pursuant to this Section 8.14, and each Subsidiary of Filtration that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Filtration pursuant to this Section 8.14. Each Subsidiary of Cummins that is a party to a Joinder Agreement agrees that Cummins shall have no obligation or Liability to any Person for any action taken or omitted by Cummins in good faith, and each Subsidiary of Filtration that is a party to a Joinder Agreement agrees that Filtration shall have no obligation or Liability to any Person for any action taken or omitted by Filtration in good faithFinancing Documents; and (bv) Cummins shall be entitled to rely do, at its option and at the expense and for the account of any of the Borrower, the Partnership, the General Partner and the Limited Partner at any time or from time to time, all acts and things which the Collateral Trustee deems necessary to protect or preserve the Collateral and to realize upon any document such Collateral. Each of the Borrower, the Partnership, the General Partner and the Limited Partner agrees, if required by applicable law or reasonably requested by the Collateral Trustee, to execute and deliver to the Collateral Trustee, and register in every public registry in the State of Texas, the State of New York or the United Mexican States in which such registration is necessary, a notarized public deed or other paper delivered instrument constituting such power of attorney. The Collateral Trustee shall not be responsible for the negligence or misconduct of any attorney-in-fact selected by Filtration as being authorized by each Subsidiary of Filtration that is a party to a Joinder Agreement, and Filtration shall be entitled to rely upon any document it without gross negligence or other paper delivered by Cummins as being authorized by each Subsidiary of Cummins that is a party to a Joinder Agreementwillful misconduct.

Attorney-in-Fact. Each Subsidiary of Cummins that executes a Joinder Agreement designates The Pledgor hereby irrevocably makes, constitutes and appoints Cummins the Bank as such party’s agent its true and lawful proxy and attorney-in-fact (and agent-in-fact) in its name, place and stead, with full power of substitution, to, during the existence and authority continuance of an Event of Default: (a) take such actions as are permitted in this Agreement or any other Loan Document, (b) execute such financing statements and other documents and to act do such other acts as the Bank may require to perfect and preserve the Bank’s security interest in, and to enforce such interests in the Pledged Collateral, (c) carry out any remedy provided for in this Agreement, including endorsing the Pledgor’s name to checks, drafts, instruments and on behalf other items of payment which constitute Pledged Collateral, and proceeds of the Pledged Collateral, and (d) exercise any or all of the Pledgor’s rights in, to, and under the Subscription Agreements and the Operative Documents, including, without limitation, the following: Pledge Agreement (i) the right to require from time to time each Investor to fund all or any portion of its unfunded Capital Commitment by providing a Capital Call Notice to such Investor; (ii) the right to issue Capital Call Notices from time to time for up to 100% of the unfunded Capital Commitments of the Investors; (iii) in the event any Investor fails to fully fund a required Capital Contribution in accordance with the terms of the applicable Subscription Agreement, Side Letter or Operative Document within ten (10) Business Days of the due date set forth in the applicable Capital Call Notice, (x) the right to deem such Investor a “Defaulting Investor” (as defined in the applicable Subscription Agreement) and to exercise all rights and remedies afforded to the Pledgor in respect of a “Defaulting Investor” under the applicable Subscription Agreement or Operative Document, and (y) the right to pursue all rights and remedies which the Pledgor may have at law or in equity against such Investor; and (iv) all collection and enforcement rights and all claims and causes of action arising under or otherwise relating to the Subscription Agreements, Side Letters or Operative Documents, whether now accrued or hereafter accruing. The Pledgor hereby acknowledges that the constitution and appointment of such party in the absolute discretion of Cummins, and each Subsidiary of Filtration that executes a Joinder Agreement designates and appoints Filtration as such party’s agent proxy and attorney-in-fact are coupled with full power an interest, are given by way of security to secure the performance of the obligations of the Pledgor owed herein, and authority are irrevocable. The Pledgor hereby ratifies and confirms all that such attorney-in-fact may do or cause to act for and on behalf of such party in the absolute discretion of Filtration, in each case with respect to all matters relating to this Agreement, including execution and delivery be done by virtue of any amendment, supplement, modification or termination of this Agreement and any waiver of any claim or right arising out provision of this Agreement, agreeing on . Notwithstanding anything to the Service Charges from time to time and any adjustments thereto, and, contrary in general, to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions, and other instruments contemplated by or deemed advisable to effectuate the provisions of this Section 8.14. In addition8, the Parties agree that: (a) this appointment and grant of power and authority is coupled with an interest and is in consideration of the mutual covenants made in this Agreement and is irrevocable and will Bank shall not be terminated by any act of any Subsidiary that is a party or by operation of Law or by the occurrence of any other event. Each Subsidiary of Cummins that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Cummins pursuant to this Section 8.14, and each Subsidiary of Filtration that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Filtration pursuant to this Section 8.14. Each Subsidiary of Cummins that is a party to a Joinder Agreement agrees that Cummins shall have no obligation or Liability to any Person for any action taken or omitted by Cummins in good faith, and each Subsidiary of Filtration that is a party to a Joinder Agreement agrees that Filtration shall have no obligation or Liability to any Person for any action taken or omitted by Filtration in good faith; and (b) Cummins shall be entitled to rely upon execute any document or other paper delivered by Filtration endorse any instrument as being authorized by each Subsidiary the proxy or attorney-in-fact (or agent-in-fact) of Filtration that the Pledgor unless an Event of Default has occurred and is a party to a Joinder Agreement, and Filtration shall be entitled to rely upon any document or other paper delivered by Cummins as being authorized by each Subsidiary of Cummins that is a party to a Joinder Agreementcontinuing.

Attorney-in-Fact. Each Subsidiary of Cummins that executes a Joinder Agreement designates and Grantor hereby appoints Cummins the Priority Collateral Agent as such party’s agent and the Grantor's attorney-in-fact with full power and authority to act for and on behalf the purposes of such party in the absolute discretion of Cummins, and each Subsidiary of Filtration that executes a Joinder Agreement designates and appoints Filtration as such party’s agent and attorney-in-fact with full power and authority to act for and on behalf of such party in the absolute discretion of Filtration, in each case with respect to all matters relating to this Agreement, including execution and delivery of any amendment, supplement, modification or termination of this Agreement and any waiver of any claim or right arising carrying out of this Agreement, agreeing on the Service Charges from time to time and any adjustments thereto, and, in general, to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions, and other instruments contemplated by or deemed advisable to effectuate the provisions of this Section 8.14Priority Security Agreement and taking any action and executing any instrument which the Priority Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest; provided, that the Priority Collateral Agent shall have and may exercise rights under this power of attorney only upon the occurrence and during the continuance of an Event of Default. In additionWithout limiting the generality of the foregoing or of any other rights and powers granted to the Priority Collateral Agent herein, upon the occurrence and during the continuance of an Event of Default, the Parties agree that:Priority Collateral Agent shall have the right and power (a) this appointment to ask, demand, collect, xxx for, recover, compromise, receive and grant give acquittance and receipts for moneys due and to become due under or in respect of power and authority is coupled with an interest and is in consideration any of the mutual covenants made Collateral; (b) to receive, endorse and collect any drafts or other instruments, documents and chattel paper in this Agreement connection with clause (a) above; (c) to endorse such Grantor's name on any checks, notes, drafts or any other payment relating to or constituting proceeds of the Collateral which comes into the possession or the control of the Priority Collateral Agent, and is irrevocable deposit the same to the account of the Priority Collateral Agent, for the benefit of the Priority Secured Parties, on account and will not be terminated by for payment of the Secured Obligations. (d) to file any act claims or take any action or institute any proceedings that the Priority Collateral Agent may deem necessary or desirable for the collection of any Subsidiary that is a party of the Collateral or by operation otherwise to enforce the rights of Law or by the occurrence Priority Collateral Agent, for the benefit of any other event. Each Subsidiary of Cummins that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Cummins pursuant to this Section 8.14Priority Secured Parties, and each Subsidiary of Filtration that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Filtration pursuant to this Section 8.14. Each Subsidiary of Cummins that is a party to a Joinder Agreement agrees that Cummins shall have no obligation or Liability with respect to any Person for any action taken or omitted by Cummins in good faith, and each Subsidiary of Filtration that is a party to a Joinder Agreement agrees that Filtration shall have no obligation or Liability to any Person for any action taken or omitted by Filtration in good faiththe Collateral; and (be) Cummins shall be entitled to rely upon execute, in connection with any document sale or other paper delivered by Filtration as being authorized by each Subsidiary disposition of Filtration that is a party to a Joinder AgreementCollateral provided for herein, and Filtration shall be entitled to rely upon any document endorsement, assignments, or other paper delivered by Cummins as being authorized by each Subsidiary instruments of Cummins that is a party to a Joinder Agreementconveyance or transfer with respect thereto.

Attorney-in-Fact. Each Subsidiary To facilitate Lxxxxx’s exercise of Cummins its remedies under this Agreement and the performance or observance of Borrower’s obligations under this Agreement, Borrower hereby irrevocably appoints Lxxxxx and Lxxxxx’s agents, as Bxxxxxxx’s attorney in fact (which appointment is coupled with an interest) with the right (but not the duty) to (a) endorse Borrower's name on any payment item or other proceeds of Collateral (including proceeds of insurance) that executes come into Lender's possession or control, (b) during the continuance of an Event of Default, (i) notify any Account Debtors of the assignment of their Accounts, demand and enforce payment of Accounts by legal proceedings or otherwise, and generally exercise any rights and remedies with respect to Accounts; (ii) settle, adjust, modify, compromise, discharge or release any Accounts or other Collateral, or any legal proceedings brought to collect Accounts or Collateral; (iii) sell or assign any Accounts and other Collateral upon such terms, for such amounts and at such times as Agent deems advisable; (iv) collect, liquidate and receive balances in deposit accounts or investment accounts, and take control, in any manner, of proceeds of Collateral; (v) prepare, file and sign Borrower's name to a Joinder Agreement designates proof of claim or other document in a bankruptcy of an Account Debtor, or to any notice, assignment or satisfaction of Lien or similar document; (vi) receive, open and appoints Cummins dispose of mail addressed to Borrower, and notify postal authorities to deliver any such mail to an address designated by Agent; (vii) endorse any Chattel Paper, Document, Instrument, bill of lading, or other document or agreement relating to any Accounts, Inventory or other Collateral; (viii) use Borrower's stationery and sign its name to verifications of Accounts and notices to Account Debtors; (ix) use information contained in any data processing, electronic or information systems relating to Collateral; (x) make and adjust claims under insurance policies; (xi) take any action as such party’s agent may be necessary or appropriate to obtain payment under any letter of credit, banker's acceptance or other instrument for which Borrower is a beneficiary, and attorney-in-fact with full power and authority to act for and (c) create, prepare, complete, execute, deliver, endorse or file on behalf of such party Borrower any instruments, documents, assignments, security agreements, financing statements, applications for insurance and any other agreements, instruments or documents required to be obtained, executed, delivered or endorsed by Borrower in accordance with the absolute discretion of Cummins, and each Subsidiary of Filtration that executes a Joinder Agreement designates and appoints Filtration as such party’s agent and attorney-in-fact with full power and authority to act for and on behalf of such party in the absolute discretion of Filtration, in each case with respect to all matters relating to this Agreement, including execution and delivery of any amendment, supplement, modification or termination terms of this Agreement and any waiver of any claim or right arising out of this Agreement, agreeing on the Service Charges from time take all other actions as Lender reasonably deems appropriate to time and any adjustments thereto, and, in general, to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions, and other instruments contemplated by or deemed advisable to effectuate the provisions of this Section 8.14. In addition, the Parties agree that: (a) this appointment and grant of power and authority is coupled with an interest and is in consideration of the mutual covenants made in fulfill Borrower's obligations under this Agreement and is irrevocable and will not be terminated by any act of any Subsidiary that is a party or by operation of Law or by the occurrence of any other event. Each Subsidiary of Cummins that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Cummins pursuant to this Section 8.14, and each Subsidiary of Filtration that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Filtration pursuant to this Section 8.14. Each Subsidiary of Cummins that is a party to a Joinder Agreement agrees that Cummins shall have no obligation or Liability to any Person for any action taken or omitted by Cummins in good faith, and each Subsidiary of Filtration that is a party to a Joinder Agreement agrees that Filtration shall have no obligation or Liability to any Person for any action taken or omitted by Filtration in good faith; and (b) Cummins shall be entitled to rely upon any document or other paper delivered by Filtration as being authorized by each Subsidiary of Filtration that is a party to a Joinder Agreement, and Filtration shall be entitled to rely upon any document or other paper delivered by Cummins as being authorized by each Subsidiary of Cummins that is a party to a Joinder AgreementLoan Documents.

Attorney-in-Fact. Each Subsidiary (a) Borrower hereby appoints Holder the attorney in fact of Cummins Borrower for the purpose of carrying out the provisions of this Note and taking any action and executing any instruments which Holder may deem necessary or advisable to accomplish the purposes of this Note, to preserve the validity, perfection and priority of the liens granted by this Note and, following any default, to exercise its rights, remedies, powers and privileges under this Note. This appointment as attorney in fact is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, Holder shall be entitled under this Note upon the occurrence and continuation of any Event of Default (i) to make, sign, file and record any security instruments, (ii) to ask, demand, collect, sxx for, recover, receive and give receipt and discharge for amounts due and to become due under and in respect of all or any part of the Collateral; (iii) to receive, endorse and collect any instruments or other drafts, instruments, documents and chattel paper in connection with clause (ii) above (including any draft or check representing the proceeds of insurance or the return of unearned premiums); (iv) to file any claims or take any action or proceeding that executes a Joinder Agreement designates Holder may deem necessary or advisable for the collection of all or any part of the Collateral, including the collection of any compensation due and appoints Cummins as such party’s agent and attorney-in-fact with full power and authority to act for and on behalf of such party in the absolute discretion of Cummins, and each Subsidiary of Filtration that executes a Joinder Agreement designates and appoints Filtration as such party’s agent and attorney-in-fact with full power and authority to act for and on behalf of such party in the absolute discretion of Filtration, in each case become due under any contract or agreement with respect to all matters relating or any part of the Collateral; and (v) to this Agreement, including execution and delivery of any amendment, supplement, modification or termination of this Agreement and any waiver of any claim or right arising out of this Agreement, agreeing on the Service Charges from time to time and any adjustments thereto, andexecute, in generalconnection with any sale or disposition of the Collateral, to do all things and to perform all actsany endorsements, including executing and delivering all agreementsassignments, certificates, receipts, instructions, and bills of sale or other instruments contemplated by of conveyance or deemed advisable transfer with respect to effectuate the provisions of this Section 8.14. In addition, the Parties agree that: (a) this appointment and grant of power and authority is coupled with an interest and is in consideration all or any part of the mutual covenants made in this Agreement and is irrevocable and will not be terminated by any act of any Subsidiary that is a party or by operation of Law or by the occurrence of any other event. Each Subsidiary of Cummins that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Cummins pursuant to this Section 8.14, and each Subsidiary of Filtration that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Filtration pursuant to this Section 8.14. Each Subsidiary of Cummins that is a party to a Joinder Agreement agrees that Cummins shall have no obligation or Liability to any Person for any action taken or omitted by Cummins in good faith, and each Subsidiary of Filtration that is a party to a Joinder Agreement agrees that Filtration shall have no obligation or Liability to any Person for any action taken or omitted by Filtration in good faith; andCollateral. (b) Cummins shall be entitled to rely Without limiting the rights and powers of Holder under Section 1.6(a), Borrower hereby appoints Holder as its attorney in fact, effective date hereof and terminating upon any document or other paper delivered by Filtration as being authorized by each Subsidiary the satisfaction in full of Filtration that is a party to a Joinder Agreementthe Obligation, for the purpose of (i) preparing, executing on behalf of Borrower, filing, and Filtration shall recording collateral assignment and financing statement documents with appropriate state and county agencies to perfect and enforce the liens granted by this Note, (ii) executing on behalf of Borrower title or ownership applications for filing with appropriate state agencies to enable motor vehicles now owned or hereafter acquired by Borrower to be entitled retitled and Holder to rely upon any document be listed as lienholder as to such motor vehicles, (iii) filing such applications with such state agencies and (iv) executing such other documents and instruments on behalf of, and taking such other action in the name of, Borrower as Holder may deem necessary or other paper delivered by Cummins advisable to accomplish the purposes of this Note (including the purpose of creating in favor of Holder a perfected lien on the property and exercising the rights and remedies of Holder hereunder). This appointment as being authorized by each Subsidiary of Cummins that attorney in fact is a party to a Joinder Agreementirrevocable and coupled with an interest.

Attorney-in-Fact. Each Subsidiary (a) Subject to the rights of Cummins that executes a Joinder Agreement designates the Company under Sections 2.6, 2.7, 2.8 and appoints Cummins as such party’s agent and 2.9, the Agent is hereby appointed the attorney-in-fact with full power of the Company for the purpose of carrying out the provisions of this Agreement and authority taking any action and executing any instruments which the Agent may deem necessary or advisable to act for accomplish the purposes of this Agreement, to preserve the validity, perfection and on behalf priority (subject only to Liens permitted under terms of such party in the absolute discretion Purchase Agreement) of Cumminsthe Liens granted by this Agreement and, following any Default, to exercise its rights, remedies, powers and each Subsidiary of Filtration that executes a Joinder Agreement designates and appoints Filtration privileges under this Agreement. This appointment as such party’s agent and attorney-in-fact is irrevocable and coupled with full power an interest. Without limiting the generality of the foregoing, the Agent shall be entitled under this Agreement upon the occurrence and authority continuation of any Event of Default (i) to act ask, demand, collect, sue xxx, recover, receive and give receipt and discharge for amounts due and on behalf to become due under and in respect of such party all or any part of the Collateral; (ii) to receive, endorse and collect any Instruments or other drafts, instruments, documents and chattel paper in connection with clause (i) above (including any draft or check representing the absolute discretion proceeds of Filtrationinsurance or the return of unearned premiums); (iii) to file any claims or take any action or proceeding that the Agent may deem necessary or advisable for the collection of all or any part of the Collateral, in each case including the collection of any compensation due and to become due under any contract or agreement with respect to all matters relating or any part of the Collateral; and (iv) to this Agreementexecute, including execution in connection with any sale or disposition of the collateral under Section 5, any endorsements, assignments, bills of sale or other instruments of conveyance or transfer with respect to all or any part of the Collateral. (b) Without limiting the rights and delivery powers of any amendmentthe Agent under Section 2.05(a), supplementthe Company hereby appoints the Agent as its attorney-in-fact, modification or effective the Signing Date and terminating upon the termination of this Agreement and any waiver of any claim or right arising out of this Agreement, agreeing for the purpose of (i) executing on behalf of the Company title or ownership applications for filing with appropriate state agencies to enable Motor Vehicles now owned or hereafter acquired by the Company to be retitled and the Agent to be listed as lienholder as to such Motor Vehicles, (ii) filing such applications with such state agencies and (iii) executing such other documents and instruments on behalf of, and taking such other action in the name of, the Company as the Agent may deem necessary or advisable to accomplish the purposes of this Agreement (including the purpose of creating in favor of the Agent a perfected lien on the Service Charges from time to time Motor Vehicles and any adjustments thereto, and, in general, to do all things exercising the rights and to perform all acts, including executing remedies of the Agent under Section 6). This appointment as attorney-in-fact is irrevocable and delivering all agreements, certificates, receipts, instructions, and other instruments contemplated by or deemed advisable to effectuate the provisions of this Section 8.14. In addition, the Parties agree that: (a) this appointment and grant of power and authority is coupled with an interest and is in consideration of the mutual covenants made in this Agreement and is irrevocable and will not be terminated by any act of any Subsidiary that is a party or by operation of Law or by the occurrence of any other event. Each Subsidiary of Cummins that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Cummins pursuant to this Section 8.14, and each Subsidiary of Filtration that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Filtration pursuant to this Section 8.14. Each Subsidiary of Cummins that is a party to a Joinder Agreement agrees that Cummins shall have no obligation or Liability to any Person for any action taken or omitted by Cummins in good faith, and each Subsidiary of Filtration that is a party to a Joinder Agreement agrees that Filtration shall have no obligation or Liability to any Person for any action taken or omitted by Filtration in good faith; and (b) Cummins shall be entitled to rely upon any document or other paper delivered by Filtration as being authorized by each Subsidiary of Filtration that is a party to a Joinder Agreement, and Filtration shall be entitled to rely upon any document or other paper delivered by Cummins as being authorized by each Subsidiary of Cummins that is a party to a Joinder Agreementinterest.

Attorney-in-Fact. Each Subsidiary Subject and subordinate in all respects to the rights, powers and prerogatives of Cummins that executes a Joinder the Agency under the Acknowledgment Agreement designates and appoints Cummins as such party’s agent Consent Agreement, upon the occurrence and during the continuance of an Event of Default, Bank is hereby appointed the attorney-in-fact of Borrower, with full power of substitution, for the purpose of carrying out the provisions of this Agreement and authority taking any action and executing any agreements, documents or instruments that Bank may deem necessary or advisable to act for and on behalf of such party in the absolute discretion of Cumminsaccomplish this Agreement’s purposes, and each Subsidiary of Filtration that executes a Joinder Agreement designates and appoints Filtration which appointment as such party’s agent and attorney-in-fact with full power and authority to act for and on behalf of such party in the absolute discretion of Filtration, in each case with respect to all matters relating to this Agreement, including execution and delivery of any amendment, supplement, modification or termination of this Agreement and any waiver of any claim or right arising out of this Agreement, agreeing on the Service Charges from time to time and any adjustments thereto, and, in general, to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions, and other instruments contemplated by or deemed advisable to effectuate the provisions of this Section 8.14. In addition, the Parties agree that: (a) this appointment and grant of power and authority is coupled with an interest and is in consideration irrevocable for so long as any of the mutual covenants Indebtedness, the Obligations or the C01mnitments are outstanding. Bank agrees not to exercise its rights under this power of attorney unless, in its opinion or the opinion of its legal counsel, an Event of Default has occurred that Bank has not declared in writing to have been cured or waived. Without limiting the generality of the foregoing, Bank shall have the right and power, either in the name of Borrower or both, or in its own name, to (a) give notices of its security interest in the Collateral to any Person, (b) endorse in blank, to itself or to a nominee all items of Collateral that are transferable by endorsement and are payable to the order of Borrower, including canceling, completing or supplying any unneeded, incomplete or missing endorsement of Borrower and any related assignment, (c) receive, endorse, collect and receipt for all checks and other orders made in this Agreement and is irrevocable and will not be terminated by payable to the order of Borrower representing any act payment of account of the principal of or interest on any Collateral or their proceeds (including any securities), or the proceeds of sale of any Subsidiary of the Collateral, or any payment in respect of any hedging arrangement or device, and to give full discharge for them, (d) request that any Pledged Servicing Right related to Xxxxxxx Mac be transferred to Bank or to another approved servicer approved by Xxxxxxx Mac and perform (without assuming or being deemed to have assumed any of the obligations of Borrower thereunder) all aspects of each servicing contract that is a party Collateral, (e) request distribution to Bank of sale proceeds or by operation any applicable contract termination fees arising from the sale or termination of Law such Pledged Servicing Rights and remaining after satisfaction of Borrower’s relevant obligations to Xxxxxxx Mac, including costs and expenses related to any such sale or by the occurrence transfer of any such Pledged Servicing Rights and other event. Each Subsidiary amounts due for unmet obligations of Cummins that is a party to a Joinder Agreement hereby consents Borrower to the taking of Agency under the Agency Guidelines, (f) deal with investors and any and all actions sub-servicers and the making of all decisions required or permitted to be taken or made by Cummins pursuant to this Section 8.14, and each Subsidiary of Filtration that is a party to a Joinder Agreement hereby consents to the taking master servicers in respect of any of the Collateral in the same manner and all actions with the same effect as if done by Borrower and the making of all decisions required or permitted to be taken or made by Filtration pursuant to this Section 8.14. Each Subsidiary of Cummins that is a party to a Joinder Agreement agrees that Cummins shall have no obligation or Liability to any Person for (g) take any action taken and execute any instruments that Bank deems necessary or omitted by Cummins in good faith, and each Subsidiary advisable to accomplish any of Filtration that is a party to a Joinder Agreement agrees that Filtration shall have no obligation or Liability to any Person for any action taken or omitted by Filtration in good faith; and (b) Cummins shall be entitled to rely upon any document or other paper delivered by Filtration as being authorized by each Subsidiary of Filtration that is a party to a Joinder Agreement, and Filtration shall be entitled to rely upon any document or other paper delivered by Cummins as being authorized by each Subsidiary of Cummins that is a party to a Joinder Agreementsuch purposes.

Attorney-in-Fact. Each Subsidiary of Cummins that executes a Joinder Agreement designates and Lessee hereby irrevocably appoints Cummins Lessor as such party’s agent and Lessee's attorney-in-fact fact, with full power and authority to act for and on behalf of such party in the absolute discretion place and stead of Cummins, Lessee and each Subsidiary of Filtration that executes a Joinder Agreement designates and appoints Filtration as such party’s agent and attorney-in-fact with full power and authority to act for and on behalf of such party in the absolute discretion name of FiltrationLessee or otherwise, in each case with respect to all matters relating to this Agreement, including execution and delivery of any amendment, supplement, modification or termination of this Agreement and any waiver of any claim or right arising out of this Agreement, agreeing on the Service Charges from time to time and any adjustments thereto, and, in generalLessor's discretion, to do all things execute any instrument which Lessor may deem necessary or advisable to accomplish the purposes of this Lease (subject to any limitations set forth in the Operative Documents), and to perform all actstake any action (including any action that Lessee is entitled to take), including executing and delivering all agreementsincluding, certificates, receipts, instructions, and other instruments contemplated by or deemed advisable to effectuate the provisions of this Section 8.14. In addition, the Parties agree thatwithout limitation: (a) this appointment to ask, demand, collect, xxx for, recover, compromise, receive and grant of power give acquittance and authority is coupled receipts for money due and to become due under or in connection with an interest and is in consideration all or any portion of the mutual covenants made in this Agreement and is irrevocable and will not be terminated by any act of any Subsidiary that is a party or by operation of Law or by the occurrence of any other event. Each Subsidiary of Cummins that is a party to a Joinder Agreement hereby consents to the taking of any and all actions Premises and the making of all decisions required other Del Monte Collateral; (b) to receive, endorse and collect any drafts or permitted other instruments, documents and chattel paper in connection with the foregoing clause (a); (c) to file any claim or take any action or institute any proceedings which Lessor may deem to be taken necessary or made by Cummins advisable for the collection thereof or to enforce compliance with the terms and conditions of this Lease; and (d) to perform any affirmative obligations of Lessee hereunder, including the execution of mortgages, financing statements and other documents. Lessee hereby acknowledges, consents and agrees that the power of attorney granted pursuant to this Section 8.14, 16.2 is irrevocable and each Subsidiary of Filtration that is a party to a Joinder Agreement hereby consents coupled with an interest. Notwithstanding anything contained herein to the taking of any contrary, the rights and all actions and the making of all decisions required or permitted to be taken or made powers presently granted Lessor by Filtration pursuant to this Section 8.14. Each Subsidiary 16.2 may be exercised by Lessor only upon the occurrence and during the continuance of Cummins that is a party to a Joinder Agreement agrees that Cummins shall have no obligation or Liability to any Person for any action taken or omitted by Cummins in good faith, and each Subsidiary Lease Event of Filtration that is a party to a Joinder Agreement agrees that Filtration shall have no obligation or Liability to any Person for any action taken or omitted by Filtration in good faith; and (b) Cummins shall be entitled to rely upon any document or other paper delivered by Filtration as being authorized by each Subsidiary of Filtration that is a party to a Joinder Agreement, and Filtration shall be entitled to rely upon any document or other paper delivered by Cummins as being authorized by each Subsidiary of Cummins that is a party to a Joinder AgreementDefault.

Attorney-in-Fact. Each Subsidiary of Cummins that executes a Joinder Agreement designates The Administrative Agent shall hereby have the right, and each Borrower hereby irrevocably makes, constitutes, and appoints Cummins the Administrative Agent (and all officers, employees, or agents designated by the Administrative Agent) as such party’s agent its true and lawful attorney-in-fact and agent, with full power and authority to act for and on behalf of such party in the absolute discretion of Cumminssubstitution, and each Subsidiary of Filtration that executes a Joinder Agreement designates and appoints Filtration as such party’s agent and attorney-in-fact with full power and authority to act for and on behalf of such party in the absolute discretion of Filtration, in each case with respect to all matters relating to this Agreement, including execution and delivery of any amendment, supplement, modification or termination of this Agreement and any waiver of any claim or right arising out of this Agreement, agreeing on the Service Charges from time to time following the occurrence of an Event of Default which is continuing and without assent by such Borrower: (a) to effectuate, in such Borrower’s name, such Borrower’s obligations under this Agreement, (b) in such Borrower’s or Administrative Agent’s name: (i) to demand payment of the Accounts, (ii) to enforce payment of the Accounts, by legal proceedings or otherwise, (iii) to exercise all of such Borrower’s rights and remedies with respect to the collection of the Accounts and any adjustments theretoother Collateral, (iv) to settle, adjust, compromise, extend, or renew the Accounts, (v) to settle, adjust, or compromise any legal proceedings brought to collect the Accounts, (vi) if permitted by applicable Law, to sell or assign the Accounts and other Collateral, (vii) to take control, in any manner, of any item of payment or Proceeds relating to any Collateral, (viii) to prepare, file, and sign such Borrower’s name on a proof of claim in a bankruptcy against any Account Debtor or on any notice of Lien, assignment, or satisfaction of Lien in connection with any Accounts, (ix) to do all acts and things reasonably necessary, in the Administrative Agent’s good faith discretion, to fulfill such Borrower’s obligations under this Agreement, (x) to endorse the name of such Borrower upon any of the items of payment or Proceeds relating to any Collateral and deposit the same to any deposit account over which the Administrative Agent has control, (xi) to endorse the name of such Borrower upon any Chattel Paper, document, Instrument, invoice, freight xxxx, xxxx of lading, or similar document or agreement relating to the Accounts, Inventory and any other Collateral, (xii) to use such Borrower’s stationery and sign the name of such Borrower to verifications of the Accounts and notices thereof to Account Debtors, (xiii) to use the information recorded on or contained in any data processing equipment and computer hardware and software relating to the Accounts, Inventory, and any other Collateral to which such Borrower has access, (xiv) to make and adjust claims under such policies of insurance insuring the Collateral, receive and endorse the name of such Borrower on any check, draft, instrument or other item of payment for the proceeds of such policies, and make all determinations with respect to such policies, and (xv) to notify post office authorities to change the address for delivery of such Borrower’s mail to an address designated by the Administrative Agent, receive and open all mail addressed to such Borrower, and, in general, to do after removing all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions, and other instruments contemplated by or deemed advisable to effectuate the provisions of this Section 8.14. In addition, the Parties agree that: (a) this appointment and grant of power and authority is coupled with an interest and is in consideration collections of the mutual covenants made in this Accounts, forward the mail to such Borrower, (c) to pay or discharge taxes or Liens levied against the Collateral; (d) to the extent not inconsistent with the applicable Lockbox Agreement and is irrevocable and will not be terminated by any act of any Subsidiary that is a party or by operation of Law or by the occurrence of any other event. Each Subsidiary of Cummins that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Cummins pursuant to this Section 8.14, and each Subsidiary of Filtration that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Filtration pursuant to this Section 8.14. Each Subsidiary of Cummins that is a party to a Joinder Agreement agrees that Cummins shall have no obligation or Liability to any Person for any action taken or omitted by Cummins in good faith, and each Subsidiary of Filtration that is a party to a Joinder Agreement agrees that Filtration shall have no obligation or Liability to any Person for any action taken or omitted by Filtration in good faith; and (b) Cummins shall be entitled to rely upon any document or other paper delivered by Filtration as being authorized by each Subsidiary of Filtration that is a party to a Joinder Deposit Account Agreement, and Filtration shall be entitled Deposit Account Control Letter to rely take all action necessary to grant the Administrative Agent sole access to any lockbox or Deposit Account of such Borrower or any other Borrower, (e) to contact Account Debtors to pay any collections of Accounts to the Lockbox, (f) upon notice to the Borrower Representative, to commence and prosecute any document suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral and to enforce any other paper delivered by Cummins as being authorized by each Subsidiary right in respect of Cummins that is any Collateral; (g) upon notice to the Borrower Representative, to defend any suit, action or proceeding brought against a party Borrower with respect to a Joinder Agreementany Collateral; (h) upon notice to the Borrower Representative, to settle, compromise or adjust any such suit, action or proceeding; (i) to sell, transfer, pledge, or make any agreement with respect to the Collateral; and (j) to do, at the Administrative Agent’s option and the Borrowers’ expense, at any time, or from time to time, all acts and things which the Administrative Agent reasonably deems necessary to protect, preserve or realize upon the Collateral.

Attorney-in-Fact. Each Subsidiary Subject to the rights of Cummins that executes a Joinder Agreement designates and the Obligor under Sections 2.05, the Obligor hereby appoints Cummins as such party’s agent and the Administrative Agent its attorney-in-fact with full power effective on the Signing Date and authority terminating upon the termination of this Agreement for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instruments that the Administrative Agent may deem necessary or advisable to act for accomplish the purposes of this Agreement, to preserve the validity, perfection and on behalf priority (subject only to Liens permitted under Section 7.10 of such party in the absolute discretion Credit Agreement) of Cumminsthe Liens granted by this Agreement and, following any Default, to exercise its rights, remedies, powers and each Subsidiary of Filtration that executes a Joinder Agreement designates and appoints Filtration privileges under this Agreement. This appointment as such party’s agent and attorney-in-fact is irrevocable and coupled with full power an interest. Without limiting the generality of the foregoing, the Administrative Agent shall be entitled under this Agreement upon the occurrence and authority to act for and on behalf continuation of such party in the absolute discretion any Event of FiltrationDefault (or, in each case respect of Section 3.01, any Default) (i) to ask, demand, collect, xxx for, recover, receive and give receipt and discharge for amounts due and to become due under and in respect of all or any part of the Collateral; (ii) to receive, endorse and collect any drafts, instruments, documents and chattel paper in connection with clause (i) above (including any draft or check representing the proceeds of insurance or the return of unearned premiums); (iii) to file any claims or take any action or proceeding that the Administrative Agent may deem necessary or advisable for the collection of all or any part of the Collateral, including the collection of any compensation due and to become due under any contract or agreement with respect to all matters relating or any part of the Collateral; and (iv) to this Agreement, including execution and delivery of any amendment, supplement, modification or termination of this Agreement and any waiver of any claim or right arising out of this Agreement, agreeing on the Service Charges from time to time and any adjustments thereto, andexecute, in generalconnection with any sale or disposition of the Collateral under Section 6.01, to do all things and to perform all actsany endorsements, including executing and delivering all agreementsassignments, certificates, receipts, instructions, and bills of sale or other instruments contemplated by of conveyance or deemed advisable transfer with respect to effectuate the provisions of this Section 8.14. In addition, the Parties agree that: (a) this appointment and grant of power and authority is coupled with an interest and is in consideration all or any part of the mutual covenants made in this Agreement and is irrevocable and will not be terminated by any act of any Subsidiary that is a party or by operation of Law or by the occurrence of any other event. Each Subsidiary of Cummins that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Cummins pursuant to this Section 8.14, and each Subsidiary of Filtration that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Filtration pursuant to this Section 8.14. Each Subsidiary of Cummins that is a party to a Joinder Agreement agrees that Cummins shall have no obligation or Liability to any Person for any action taken or omitted by Cummins in good faith, and each Subsidiary of Filtration that is a party to a Joinder Agreement agrees that Filtration shall have no obligation or Liability to any Person for any action taken or omitted by Filtration in good faith; and (b) Cummins shall be entitled to rely upon any document or other paper delivered by Filtration as being authorized by each Subsidiary of Filtration that is a party to a Joinder Agreement, and Filtration shall be entitled to rely upon any document or other paper delivered by Cummins as being authorized by each Subsidiary of Cummins that is a party to a Joinder AgreementCollateral.

Attorney-in-Fact. Each Subsidiary (a) Subject to the rights of Cummins that executes a Joinder Agreement designates the Borrower under Sections 2.06, 2.07, 2.08 and appoints Cummins as such party’s agent and 2.09, the Lender is hereby appointed the attorney-in-fact with full power of the Borrower for the purpose of carrying out the provisions of this Agreement and authority taking any action and executing any instruments which the Lender may deem necessary or reasonably advisable to act for accomplish the purposes of this Agreement, to preserve the validity, perfection and on behalf priority (subject only to Liens permitted under Section 8,05 of such party in the absolute discretion Credit Agreement) of Cumminsthe Liens granted by this Agreement and, following any Event of Default, to exercise its rights, remedies, powers and each Subsidiary of Filtration that executes a Joinder Agreement designates and appoints Filtration privileges under this Agreement. This appointment as such party’s agent and attorney-in-fact is irrevocable and coupled with full power an interest. Without limiting the 13 generality of the foregoing, the Lender shall be entitled under this Agreement upon the occurrence and authority continuation of any Event of Default (i) to act ask, demand, collect, sue xxx, recover, receive and give receipt and discharge for amounts due and on behalf to become due under and in respect of such party all or any part of the Collateral; (ii) to receive, endorse and collect any Instruments or other drafts, instruments, documents and chattel paper in connection with clause (i) above (including any draft or check representing the absolute discretion proceeds of Filtrationinsurance or the return of unearned premiums); (iii) to file any claims or take any action or proceeding that the Lender may deem necessary or advisable for the collection of all or any part of the Collateral, in each case including the collection of any compensation due and to become due under any contract or agreement with respect to all matters relating or any part of the Collateral; and (iv) to this Agreementexecute, including execution in connection with any sale or disposition of the collateral under Section 6, any endorsements, assignments, bills of sale or other instruments of conveyance or transfer with respect to all or any part of the Collateral. (b) Without limiting the rights and delivery powers of any amendmentthe Lender under Section 2.05(a), supplementthe Borrower hereby appoints the Lender as its attorney-in-fact, modification or effective the Effective Date and terminating upon the termination of this Agreement and any waiver of any claim or right arising out of this Agreement, agreeing for the purpose of (i) executing on behalf of the Borrower title or ownership applications for filing with appropriate state agencies to enable motor vehicles now owned or hereafter acquired by the Borrower to be retitled and the Lender to be listed as lienholder as to such motor vehicles, (ii) filing such applications with such state agencies and (iii) executing such other documents and instruments on behalf of, and taking such other action in the name of, the Borrower as the Lender may deem necessary or advisable to accomplish the purposes of this Agreement (including the purpose of creating in favor of the Lender a perfected lien on the Service Charges from time to time motor vehicles and any adjustments thereto, and, in general, to do all things exercising the rights and to perform all acts, including executing remedies of the Lender under Section 6). This appointment as attorney-in-fact is irrevocable and delivering all agreements, certificates, receipts, instructions, and other instruments contemplated by or deemed advisable to effectuate the provisions of this Section 8.14. In addition, the Parties agree that: (a) this appointment and grant of power and authority is coupled with an interest interest. (c) Without limiting the rights and is in consideration powers of the mutual covenants made in Lender under Section 2.05(a), the Borrower hereby appoints the Lender as its attorney-in-fact, effective the Effective Date and terminating upon the termination of this Agreement Agreement, for the purpose of executing and filing all such contracts, agreements and other documents as are contemplated by Section 2.04(d). This appointment as attorney-in-fact is irrevocable and will not coupled with an interest. (d) The power-of-attorney provided for in this Section 2.06 shall only be terminated by any act of any Subsidiary that is a party or by operation of Law or used by the occurrence Lender if an Event of any other event. Each Subsidiary of Cummins that is a party Default exists or if the Borrower has failed to a Joinder Agreement hereby consents to take the taking of any and all actions and the making of all decisions required or permitted action proposed to be taken or made by Cummins pursuant to this Section 8.14, and each Subsidiary of Filtration that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Filtration pursuant to this Section 8.14. Each Subsidiary of Cummins that is a party to a Joinder Agreement agrees that Cummins shall have no obligation or Liability to any Person for any action taken or omitted by Cummins in good faith, and each Subsidiary of Filtration that is a party to a Joinder Agreement agrees that Filtration shall have no obligation or Liability to any Person for any action taken or omitted by Filtration in good faith; and (b) Cummins shall be entitled to rely upon any document or other paper delivered by Filtration as being authorized by each Subsidiary of Filtration that is a party to a Joinder Agreement, and Filtration shall be entitled to rely upon any document or other paper delivered by Cummins as being authorized by each Subsidiary of Cummins that is a party to a Joinder AgreementLender following Lender's written request therefor.

Attorney-in-Fact. Each Subsidiary of Cummins that executes a Joinder Agreement designates (a) Subject to the Grantor’s rights under Section 2.07, the Grantor hereby constitutes and appoints Cummins the Lender and any officer or agent thereof, with full power of substitution, as such party’s agent its true and lawful attorney-in-fact, effective as of the date of this Agreement and terminating upon the release of the Collateral pursuant to Section 2.09, with full power and authority in the place and stead of the Grantor and in the name of the Grantor or in its own name, for the purpose of carrying out the provisions of this Agreement, upon the occurrence and during the continuance of an Event of Default to exercise its rights, remedies, powers and privileges under this Agreement; provided that the foregoing appointment shall not impose any obligation on the Lender to exercise its rights thereunder. This appointment as attorney-in-fact is coupled with full an interest and irrevocable until the termination of this Agreement in accordance with Section 2.09. Pursuant to the foregoing, the Grantor hereby gives the Lender the power and authority to act for and right (but without any obligation), on behalf of the Grantor, without notice to or assent by the Grantor, upon the occurrence and during the continuance of an Event of Default (i) to ask, demand, collect, sue for, recover, receive and give receipt and discharge for amounts due and to become due under and in respect of all or any part of the Collateral, (ii) to file any claims or take any action or proceeding that the Lender may deem necessary or advisable for the collection of all or any part of the Collateral, (iii) to execute, in connection with any sale or disposition of the Collateral under Article V, any endorsements, assignments, bills of sale or other instruments of conveyance or transfer with respect to all or any part of the Collateral, (iv) to pay or discharge taxes and liens levied or placed on or threatened against the Collateral, effect any repair or pay or discharge any insurance called for by the terms of this Agreement or other Credit Document (including all or any part of the premiums therefor and the costs thereof), (v) execute, in connection with any sale provided for in Article V, any endorsement, assignment or other instrument of conveyance or transfer with respect to the Collateral, and (vi) (A) direct any party liable for any payment under any Collateral to make payment of any moneys due or to become due thereunder directly to the Lender or as the Lender shall direct, (B) ask or demand for, collect, and receive payment of and receipt for, any moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral, (C) sign and indorse any invoice, freight or express bill, bill of lading, storage or warehouse receipt, draft against debtors, assignment, verification, notice and other document in connection with any Collateral, (D) commence and prosecute any suit, action or proceeding at law or in equity in any court of competent jurisdiction to collect any Collateral and to enforce any other right in respect of any Collateral, (E) defend any suit, action or proceeding brought against the Grantor with respect to any Collateral, (F) settle, compromise or adjust any such party suit, action or proceeding and, in connection therewith, give such discharges or releases as the Lender may deem appropriate, and (G) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any Collateral as fully and completely as though the Lender were the absolute discretion of Cumminsowner thereof for all purposes, and each Subsidiary do, at the Lender’s option and the Grantor’s expense, at any time, or from time to time, all acts and things that the Lender deems necessary to protect, preserve or realize upon the Collateral and the Lender’s security interests therein and to effect the intent of Filtration that executes a Joinder this Agreement, all as fully and effectively as the Grantor might do. (b) Without limiting the rights and powers of the Lender under Section 2.06(a), the Grantor hereby appoints the Lender as its attorney-in-fact, effective the date of this Agreement, effective upon the occurrence and during the continuance of an Event of Default, and terminating upon the termination of this Agreement designates in accordance with Section 2.09, at the Lender’s option, but without any obligation to do so, for the purpose of performing, executing, and appoints Filtration filing all such contracts, agreements and other documents as such party’s agent and are contemplated by Section 2.05(b). This appointment as attorney-in-fact with full power and authority to act for and on behalf of such party in the absolute discretion of Filtration, in each case with respect to all matters relating to this Agreement, including execution and delivery of any amendment, supplement, modification or termination of this Agreement and any waiver of any claim or right arising out of this Agreement, agreeing on the Service Charges from time to time and any adjustments thereto, and, in general, to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions, and other instruments contemplated by or deemed advisable to effectuate the provisions of this Section 8.14. In addition, the Parties agree that: (a) this appointment and grant of power and authority is coupled with an interest and is irrevocable until the termination of this Agreement in consideration accordance with Section 2.09. (c) The reasonable expenses of the mutual covenants made Lender incurred in connection with actions undertaken as provided in this Section 2.06, shall be payable by the Grantor to the Lender within five (5) Business Days following written demand (together with interest thereon at a rate per annum equal to the default rate under the Equipment Loan Agreement, from the end of such five (5) Business Day period to the date reimbursed by the Grantor) and shall constitute Credit Obligations and be secured by the liens of the Credit Documents. (d) The Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is irrevocable and will not be terminated by any act of any Subsidiary that is a party or by operation of Law or by the occurrence of any other event. Each Subsidiary of Cummins that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Cummins pursuant to this Section 8.14, and each Subsidiary of Filtration that is a party to a Joinder Agreement security interests created hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Filtration pursuant to this Section 8.14. Each Subsidiary of Cummins that is a party to a Joinder Agreement agrees that Cummins shall have no obligation or Liability to any Person for any action taken or omitted by Cummins in good faith, and each Subsidiary of Filtration that is a party to a Joinder Agreement agrees that Filtration shall have no obligation or Liability to any Person for any action taken or omitted by Filtration in good faith; and (b) Cummins shall be entitled to rely upon any document or other paper delivered by Filtration as being authorized by each Subsidiary of Filtration that is a party to a Joinder Agreement, and Filtration shall be entitled to rely upon any document or other paper delivered by Cummins as being authorized by each Subsidiary of Cummins that is a party to a Joinder Agreementare released.

Attorney-in-Fact. Each Subsidiary of Cummins that executes a Joinder Agreement designates The Borrower hereby irrevocably appoints the Bank, and appoints Cummins as such party’s any officer or agent and thereof, the Borrower's attorney-in-fact fact, with full power and authority to act for and on behalf of such party in the absolute discretion place and stead of Cummins, the Borrower and each Subsidiary of Filtration that executes a Joinder Agreement designates and appoints Filtration as such party’s agent and attorney-in-fact with full power and authority to act for and on behalf of such party in the absolute discretion name of Filtrationthe Borrower or otherwise, in each case with respect to all matters relating to this Agreement, including execution and delivery of any amendment, supplement, modification or termination of this Agreement and any waiver of any claim or right arising out of this Agreement, agreeing on the Service Charges from time to time in the Bank's discretion, at any time and any adjustments thereto, and, in generalfrom time to time, to do take any and all things action and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions, and execute any Instrument or other instruments contemplated by assurance which the Bank may deem reasonably necessary or deemed advisable to effectuate accomplish the provisions purposes of this Agreement (subject to the rights of the Borrower under Section 8.14. In addition4.4), the Parties agree thatincluding, without limitation: (a) to obtain and adjust insurance required to be maintained by the Borrower pursuant to Section 4.3; (b) to ask, demand, collect, sue, xxcover, compromise, receive, and give acquittances and receipts, for moneys due or to become due under or in respect of any of the Security Agreement Collateral; (c) to receive, endorse and collect any drafts or other Instruments and chattel paper in connection with clause (a) or (b); (d) to execute and do all such assurances, acts and things which the Borrower ought to do under the covenants and provisions of this appointment Agreement; (e) to take any and grant all such actions as the Bank may, in its reasonable discretion, determine to be necessary or advisable for the purpose of maintaining, preserving or protecting the security constituted by this Agreement or any of the rights, remedies, powers or privileges of the Bank under this Agreement; (f) generally, in the name of the Borrower or in the name of the Bank, to exercise all or any of the powers, authorities and discretions conferred on or reserved to the Bank pursuant to this Agreement; (g) to maintain and preserve all of the Intellectual Property Collateral; and (h) The Borrower hereby ratifies all that the Bank shall do or cause to be done by virtue hereof. The Borrower hereby acknowledges, consents, and agrees that the power of attorney granted to the Bank pursuant to this Section 2.7 is irrevocable and authority is coupled with an interest and is shall terminate only upon termination in consideration full of all of the mutual covenants made Commitment and payment in this Agreement full and is irrevocable and will not in cash of all of the Obligations. Unless any Event of Default shall be terminated by any act continuing, the Bank shall notify the Borrower promptly of any Subsidiary that is a party or by operation of Law or action taken by the occurrence of any other event. Each Subsidiary of Cummins that is a party to a Joinder Agreement hereby consents Bank pursuant to the taking of any and all actions and power-of-attorney granted to the making of all decisions required or permitted to be taken or made by Cummins Bank pursuant to this Section 8.14, and each Subsidiary of Filtration that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Filtration pursuant to this Section 8.14. Each Subsidiary of Cummins that is a party to a Joinder Agreement agrees that Cummins shall have no obligation or Liability to any Person for any action taken or omitted by Cummins in good faith, and each Subsidiary of Filtration that is a party to a Joinder Agreement agrees that Filtration shall have no obligation or Liability to any Person for any action taken or omitted by Filtration in good faith; and (b) Cummins shall be entitled to rely upon any document or other paper delivered by Filtration as being authorized by each Subsidiary of Filtration that is a party to a Joinder Agreement, and Filtration shall be entitled to rely upon any document or other paper delivered by Cummins as being authorized by each Subsidiary of Cummins that is a party to a Joinder Agreement2.7.

Attorney-in-Fact. Each Subsidiary of Cummins that executes a Joinder Agreement designates and Lessee hereby irrevocably appoints Cummins Lessor as such party’s agent and Lessee's attorney-in-fact fact, with full power and authority to act for and on behalf of such party in the absolute discretion place and stead of Cummins, Lessee and each Subsidiary of Filtration that executes a Joinder Agreement designates and appoints Filtration as such party’s agent and attorney-in-fact with full power and authority to act for and on behalf of such party in the absolute discretion name of FiltrationLessee or otherwise, in each case with respect to all matters relating to this Agreement, including execution and delivery of any amendment, supplement, modification or termination of this Agreement and any waiver of any claim or right arising out of this Agreement, agreeing on the Service Charges from time to time and in Lessor's discretion, to execute any adjustments theretoinstrument and/or to take any action (including any action that Lessee is entitled to take), andwhich, in generaleither case, to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions, and other instruments contemplated by Lessor may deem necessary or deemed advisable to effectuate accomplish the provisions purposes of this Section 8.14. In additionLease (subject to any limitations set forth in the Operative Documents), the Parties agree thatincluding, without limitation: (1) to ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for money due and to become due under or in connection with the Leased Property and the other Lease Collateral; (2) to receive, endorse and collect any drafts or other instruments, documents and chattel paper in connection with the foregoing CLAUSE (a); (3) this appointment to file any claim or take any action or institute any proceedings which Lessor may deem to be necessary or advisable for the collection thereof or to enforce compliance with the terms and grant of power and authority is coupled with an interest and is in consideration conditions of the mutual covenants made in this Agreement and is irrevocable and will not be terminated by any act of any Subsidiary that is a party or by operation of Law or by the occurrence of any other event. Each Subsidiary of Cummins that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Cummins pursuant to this Section 8.14, and each Subsidiary of Filtration that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Filtration pursuant to this Section 8.14. Each Subsidiary of Cummins that is a party to a Joinder Agreement agrees that Cummins shall have no obligation or Liability to any Person for any action taken or omitted by Cummins in good faith, and each Subsidiary of Filtration that is a party to a Joinder Agreement agrees that Filtration shall have no obligation or Liability to any Person for any action taken or omitted by Filtration in good faithLease; and (b4) Cummins shall to perform any affirmative obligations of Lessee hereunder, including the execution of mortgages, financing statements and other documents. Lessee hereby acknowledges, consents and agrees that the power of attorney granted pursuant to this SECTION 15.2 is irrevocable and coupled with an interest. Notwithstanding anything contained herein to the contrary, the rights and powers presently granted Lessor by this SECTION 15.2 may be entitled exercised by Lessor only upon the occurrence and during the continuance of a Lease Event of Default and the exercise of any remedy pursuant to rely upon any document or other paper delivered by Filtration as being authorized by each Subsidiary of Filtration that is a party to a Joinder Agreement, and Filtration shall be entitled to rely upon any document or other paper delivered by Cummins as being authorized by each Subsidiary of Cummins that is a party to a Joinder AgreementARTICLE XVIII.

Attorney-in-Fact. Each Subsidiary of Cummins that executes a Joinder Agreement designates (a) The Borrower hereby constitutes and appoints Cummins the Lender as its true and lawful attorney-in-fact, in its place and stead and with full power of substitution, either in the Lender’s own name or in the name of the Borrower to do the following after an Event of Default, to the extent the Borrower has such right: (i) Endorse any notes, checks, drafts, money orders, or other evidences of payment payable to the Borrower relating to the Collateral that may come into the possession of the Lender and obtain, take possession of, substitute the Lender or any designee of the Lender for the Borrower as the owner of, or signatory on, and otherwise apply in any manner, all deposit accounts, cash or cash equivalents, instruments and general intangibles of, relating to or derived from the Series or any other Collateral, and all proceeds thereof including, but not limited to, interest, chattel paper, notes, certificates, writings, distributions, dividends, profits, rights, benefits, premiums and other payments and rights to payment, held by any Person for or in the name of the Borrower; (ii) Enforce all of the Borrower’s rights under and pursuant to all agreements with respect to the Collateral, all for the sole benefit of the Lender, and to enter into such other agreements as may be necessary to complete the production, distribution, and exploitation of the Series; (iii) Enter into and perform such agreements as may be necessary in order to carry out the terms, covenants, and conditions of this Agreement and the other Loan Documents that are required to be observed or performed by the Borrower; (iv) Execute such other and further mortgages, pledges, and assignments of the Collateral as the Lender may reasonably require solely for the purpose of protecting, maintaining, or enforcing the Lien granted to the Lender by this Agreement and the other Loan Documents; (v) Take over and complete production of the Series or any Episode (including, but not limited to completing post-production and editing and locking the Series or any Episode); (vi) Sign and deliver documents required or appropriate to reduce or eliminate any foreign withholding taxes; (vii) Lease, license, sell or otherwise dispose of the Series and/or such distribution rights in and to the Series and such other rights therein as have not been disposed of by the Borrower or any Person on behalf of the Borrower (or to engage others to do so with the costs and expenses thereof to be recoupable by the Lender as provided herein); (viii) Renegotiate the Netflix License Agreement or such other agreements as the Lender has a Lien in pursuant to the terms hereof as the Lender in its sole and exclusive discretion deems proper; (ix) Require, demand, collect, receive, settle, adjust, compromise and to give acquittances and receipts for the payment of any and all money payable pursuant to the Netflix License Agreement, or such other agreements included in the Collateral and such licenses and agreements as the Lender may enter into as aforesaid; (x) Prepare and file documents required or appropriate in order to qualify for withholding tax exemptions, and file any claims and/or proofs of claim, and commence, maintain or discontinue any actions, suits or other proceedings deemed by the Lender advisable for the purpose of collecting or enforcing payment of any money owing under the terms of the Collateral; (xi) Execute any and all such instruments, agreements or documents, and do all things as may be necessary or desirable to carry out the purposes of this Agreement; (xii) Apply any receipts so derived from the Lender’s exercise of this power-of-attorney to the Obligations as herein provided; (xiii) Settle, compromise, prosecute or defend any action, claim or proceeding with respect thereto and to sell, assign, pledge, transfer and make any agreement respecting or otherwise deal with, the same; (xiv) Effect Delivery to Netflix; and (xv) Do any and all other acts necessary and proper to carry out the intent of this Agreement; (b) Nothing herein contained shall be construed as requiring or obligating the Lender to make any demand, or to make any inquiry as to the nature or sufficiency of any payment received by it, or to present or file any claim or notice or take any action with respect to any of the Collateral or the money due or to become due thereunder or the property covered thereby, and no action taken or omitted to be taken by the Lender with respect to any of the Collateral shall give rise to any defense, counterclaim or setoff in favor of the Borrower or to any claim or action against the Lender. Neither the Lender nor its attorneys will be liable for any acts or omissions or for any error of judgment or mistake of fact or law. The Borrower ratifies and confirms all acts taken by the Lender as such party’s agent and attorney-in-fact with full power and authority to act for and on behalf of such party in the absolute discretion of Cummins, and each Subsidiary of Filtration that executes a Joinder Agreement designates and appoints Filtration as such party’s agent and attorney-in-fact with full power and authority to act for and on behalf of such party in the absolute discretion of Filtration, in each case with respect to all matters relating to this Agreement, including execution and delivery of any amendment, supplement, modification or termination its substitutes by virtue of this Agreement and any waiver power of any claim or right arising out of this Agreementattorney. This power, agreeing on the Service Charges from time to time and any adjustments thereto, and, in general, to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions, and other instruments contemplated by or deemed advisable to effectuate the provisions of this Section 8.14. In addition, the Parties agree that: (a) this appointment and grant of power and authority is being coupled with an interest and interest, is in consideration of the mutual covenants made in irrevocable until this Agreement and is irrevocable and will not be has been terminated by any act of any Subsidiary that is a party or by operation of Law or by the occurrence of any other event. Each Subsidiary of Cummins that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Cummins pursuant to this Section 8.14, and each Subsidiary of Filtration that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Filtration pursuant to this Section 8.14. Each Subsidiary of Cummins that is a party to a Joinder Agreement agrees that Cummins shall Obligations have no obligation or Liability to any Person for any action taken or omitted by Cummins in good faith, and each Subsidiary of Filtration that is a party to a Joinder Agreement agrees that Filtration shall have no obligation or Liability to any Person for any action taken or omitted by Filtration in good faith; and (b) Cummins shall be entitled to rely upon any document or other paper delivered by Filtration as being authorized by each Subsidiary of Filtration that is a party to a Joinder Agreement, and Filtration shall be entitled to rely upon any document or other paper delivered by Cummins as being authorized by each Subsidiary of Cummins that is a party to a Joinder Agreementbeen fully satisfied.

Attorney-in-Fact. Each Subsidiary Subject to the rights of Cummins that executes a Joinder Agreement designates the Company under Sections 2.08 and 2.09, the Company hereby appoints Cummins the Collateral Trustee as such party’s agent and its attorney-in-fact with full power for the purpose of carrying out the provisions of this Agreement and, following the occurrence and authority during the continuation of an Event of Default, taking any action and executing any instruments which the Collateral Trustee may deem necessary or reasonably advisable to act for accomplish the purposes of this Agreement, to preserve the validity, perfection and on behalf priority of such party in the absolute discretion Liens granted by this Agreement and to exercise its rights, remedies, powers and privileges under Article VI of Cummins, and each Subsidiary of Filtration that executes a Joinder Agreement designates and appoints Filtration this Agreement. This appointment as such party’s agent and attorney-in-fact is irrevocable and coupled with full power an interest. Without limiting the generality of the foregoing, the Collateral Trustee shall be entitled under this Agreement, following the occurrence and authority during the continuation of an Event of Default (a) to act ask, demand, collect, xxx for, recover, receive and give receipt and discharge for amounts due and on behalf to become due Security Agreement under and in respect of such party all or any part of the Collateral, (b) to receive, endorse and collect any Instruments or other drafts, documents and Chattel Paper in connection with clause (a) above (including any draft or check representing the absolute discretion proceeds of Filtrationinsurance or the return of unearned premiums), in each case (c) to file any claims or take any action or proceeding that the Collateral Trustee may deem necessary or reasonably advisable for the collection of all or any part of the Collateral, including the collection of any compensation due and to become due under any contract or agreement with respect to all matters relating or any part of the Collateral, (d) to this Agreement, including execution and delivery of any amendment, supplement, modification or termination of this Agreement and any waiver of any claim or right arising out of this Agreement, agreeing on the Service Charges from time to time and any adjustments thereto, andexecute, in generalconnection with any sale or disposition of the Collateral under Article VI, to do all things and to perform all actsany endorsements, including executing and delivering all agreementsassignments, certificates, receipts, instructions, and bills of sale or other instruments contemplated of conveyance or transfer with respect to all or any part of the Collateral, (e) to obtain and adjust insurance required to be maintained by the Company pursuant to the Indenture or deemed advisable any other Parity Lien Document and (f) to effectuate pay and discharge any taxes or Liens (other than Permitted Prior Liens) levied or placed upon or threatened against the provisions of this Section 8.14. In additionCollateral, the Parties agree that: (a) this appointment legality or validity thereof and grant of power and authority is coupled with an interest and is the amounts necessary to discharge the same to be determined by the Collateral Trustee in consideration its sole discretion, any such payments made by the Collateral Trustee to become Obligations of the mutual covenants made in this Agreement and is irrevocable and will not be terminated by any act of any Subsidiary that is a party or by operation of Law or by the occurrence of any other event. Each Subsidiary of Cummins that is a party to a Joinder Agreement hereby consents Company to the taking of any Collateral Trustee, due and all actions and the making of all decisions required or permitted to be taken or made by Cummins pursuant to this Section 8.14, and each Subsidiary of Filtration that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Filtration pursuant to this Section 8.14. Each Subsidiary of Cummins that is a party to a Joinder Agreement agrees that Cummins shall have no obligation or Liability to any Person for any action taken or omitted by Cummins in good faith, and each Subsidiary of Filtration that is a party to a Joinder Agreement agrees that Filtration shall have no obligation or Liability to any Person for any action taken or omitted by Filtration in good faith; and (b) Cummins shall be entitled to rely upon any document or other paper delivered by Filtration as being authorized by each Subsidiary of Filtration that is a party to a Joinder Agreement, and Filtration shall be entitled to rely upon any document or other paper delivered by Cummins as being authorized by each Subsidiary of Cummins that is a party to a Joinder Agreementpayable immediately without demand.

Attorney-in-Fact. Each Subsidiary of Cummins that executes a Joinder Agreement designates and The Company hereby irrevocably appoints Cummins the Holder as such party’s agent and Company's attorney-in-fact fact, with full power and authority to act for and on behalf of such party in the absolute discretion of Cummins, and each Subsidiary of Filtration that executes a Joinder Agreement designates and appoints Filtration as such party’s agent and attorney-in-fact with full power and authority to act for and on behalf of such party in the absolute discretion of Filtration, in each case with respect to all matters relating to this Agreement, including execution and delivery of any amendment, supplement, modification or termination of this Agreement and any waiver of any claim or right arising out of this Agreement, agreeing on the Service Charges from time to time and any adjustments thereto, and, in generalsubstitution, to do all things each of the following in the name of Company or in the name of the Holder or otherwise, for the use and to perform all actsbenefit of the Holder, including executing but at the cost and delivering all agreements, certificates, receipts, instructionsexpense of the Company, and other instruments contemplated by or deemed advisable without notice to effectuate the provisions of this Section 8.14. In addition, the Parties agree thatCompany: (a) this appointment and grant of power and authority is coupled with an interest and is in consideration notify the debtors or other party(ies) obligated under any of the mutual covenants made in this Agreement Accounts, Chattel Paper or General Intangibles to make payments thereon directly to the Holder, and is irrevocable to take control of the cash and will not be terminated by any act non-cash proceeds of any Subsidiary that is a party Collateral; (b) compromise, extend, or by operation renew any of Law the Collateral or by deal with the occurrence same as it may deem advisable; (c) release, make exchanges, substitutions, or surrender of all or any part of the Collateral; (d) remove from Company's place of business all books, records, ledger sheets, correspondence, invoices and documents, relating to or evidencing any of the Collateral or without cost or expense to the Holder, make such use of the Company's place(s) of business as may be reasonably necessary to administer, control and collect the Collateral; (e) repair, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any other event. Each Subsidiary Account debtor; (f) demand, collect, receipt for and give renewals, extensions, discharges and releases of Cummins that is a party any of the Collateral; (g) institute and prosecute legal and equitable proceedings to a Joinder Agreement hereby consents enforce collection of, or realize upon, any of the Collateral; (h) settle, renew, extend, compromise, compound, exchange or adjust claims with respect to any of the Collateral or any legal proceedings brought with respect thereto; (i) endorse the name of the Company upon any items of payment relating to the taking Collateral or upon any proof of claim in bankruptcy against an Account debtor; (j) institute and prosecute legal and equitable proceedings to reclaim any of the goods sold to any debtor obligated on an Account, Chattel Paper, or General Intangible at a time when such debtor was insolvent; (k) receive and open all actions and the making of all decisions required or permitted to be taken or made by Cummins pursuant to this Section 8.14, and each Subsidiary of Filtration that is a party to a Joinder Agreement hereby consents mail addressed to the taking Company and notify the postal authorities to change the address for the delivery of any and all actions and mail to the making of all decisions required or permitted Company to be taken or made by Filtration pursuant to this Section 8.14. Each Subsidiary of Cummins that is a party to a Joinder Agreement agrees that Cummins shall have no obligation or Liability to any Person for any action taken or omitted by Cummins in good faith, and each Subsidiary of Filtration that is a party to a Joinder Agreement agrees that Filtration shall have no obligation or Liability to any Person for any action taken or omitted by Filtration in good faithsuch address as the Holder may designate; and (bl) Cummins shall be entitled to rely upon any document execute and deliver on behalf of the Company one or other paper delivered by Filtration as being authorized by each Subsidiary more instruments of Filtration that is a party to a Joinder Agreementassignment of the Intellectual Property (or application, and Filtration shall be entitled to rely upon any document letters patent or other paper delivered by Cummins as being authorized by each Subsidiary of Cummins that is a party to a Joinder Agreementrecording relating thereto), in form suitable for filing, recording or registration.

Attorney-in-Fact. Each Subsidiary of Cummins that executes a Joinder Agreement designates and appoints Cummins as such party’s agent and The Secured Party is hereby appointed the attorney-in-fact with full power of the Company for the purpose of carrying out the provisions of this Agreement and authority taking any action and executing any instruments which the Secured Party may deem necessary or advisable to act for accomplish the purposes of this Agreement, to preserve the validity, perfection and on behalf priority of the Lien granted by this Agreement (including, without limitation, the filing or recording of such party in the absolute discretion of Cumminsfinancing statements as Secured Party may deem appropriate or necessary) and, following any Default, to exercise its rights, remedies, powers and each Subsidiary of Filtration that executes a Joinder Agreement designates and appoints Filtration privileges under this Agreement. This appointment as such party’s agent and attorney-in-fact is irrevocable and coupled with full power an interest. Without limiting the generality of the foregoing, the Secured Party shall be entitled under this Agreement upon the occurrence and authority continuation of any Default (i) to act ask, demand, collect, sue xxx, recover, receive and give receipt and discharge for amounts due and on behalf to become due under and in respect of such party all or any part of the Collateral; (ii) to receive, endorse and collect any instruments or other drafts, instruments, documents and chattel paper in connection with clause (i) above (including any draft or check representing the absolute discretion proceeds of Filtrationinsurance or the return of unearned premiums); (iii) to file any claims or take any action or proceeding that the Secured Party may deem necessary or advisable for the collection of all or any part of the Collateral, in each case including the collection of any compensation due and to become due under any contract or agreement with respect to all matters relating or any part of the Collateral; and (iv) to this Agreement, including execution and delivery of any amendment, supplement, modification or termination of this Agreement and any waiver of any claim or right arising out of this Agreement, agreeing on the Service Charges from time to time and any adjustments thereto, andexecute, in generalconnection with any sale or disposition of the Collateral under Section 4, to do all things and to perform all actsany endorsements, including executing and delivering all agreementsassignments, certificates, receipts, instructions, and bills of sale or other instruments contemplated by of conveyance or deemed advisable transfer with respect to effectuate the provisions of this Section 8.14. In addition, the Parties agree that: (a) this appointment and grant of power and authority is coupled with an interest and is in consideration all or any part of the mutual covenants made in this Agreement and is irrevocable and will not be terminated by any act of any Subsidiary that is a party or by operation of Law or by the occurrence of any other event. Each Subsidiary of Cummins that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Cummins pursuant to this Section 8.14, and each Subsidiary of Filtration that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Filtration pursuant to this Section 8.14. Each Subsidiary of Cummins that is a party to a Joinder Agreement agrees that Cummins shall have no obligation or Liability to any Person for any action taken or omitted by Cummins in good faith, and each Subsidiary of Filtration that is a party to a Joinder Agreement agrees that Filtration shall have no obligation or Liability to any Person for any action taken or omitted by Filtration in good faith; and (b) Cummins shall be entitled to rely upon any document or other paper delivered by Filtration as being authorized by each Subsidiary of Filtration that is a party to a Joinder Agreement, and Filtration shall be entitled to rely upon any document or other paper delivered by Cummins as being authorized by each Subsidiary of Cummins that is a party to a Joinder AgreementCollateral.

Attorney-in-Fact. Each Subsidiary of Cummins that executes a Joinder Agreement designates and appoints Cummins as such party’s agent and (a) The Secured Party is hereby appointed the attorney-in-fact with full power of the Company for the purpose of carrying out the provisions of this Agreement and authority taking any action and executing any instruments which the Secured Party may deem necessary or advisable to act for accomplish the purposes of this Agreement, to preserve the validity, perfection and on behalf priority of the Lien granted by this Agreement (including, without limitation, the filing or recording of such party in the absolute discretion of Cumminsfinancing statements as Secured Party may deem appropriate or necessary) and, following any Default, to exercise its rights, remedies, powers and each Subsidiary of Filtration that executes a Joinder Agreement designates and appoints Filtration privileges under this Agreement. This appointment as such party’s agent and attorney-in-fact is irrevocable and coupled with full power an interest. Without limiting the generality of the foregoing, the Secured Party shall be entitled under this Agreement upon the occurrence and authority continuation of any Default (i) to act ask, demand, collect, sue xxx, recover, receive and give receipt and discharge for amounts due and on behalf to become due under and in respect of such party all or any part of the Collateral; (ii) to receive, endorse and collect any instruments or other drafts, instruments, documents and chattel paper in connection with clause (i) above (including any draft or check representing the absolute discretion proceeds of Filtrationinsurance or the return of unearned premiums); (iii) to file any claims or take any action or proceeding that the Secured Party may deem necessary or advisable for the collection of all or any part of the Collateral, in each case including the collection of any compensation due and to become due under any contract or agreement with respect to all matters relating or any part of the Collateral; and (iv) to this Agreement, including execution and delivery of any amendment, supplement, modification or termination of this Agreement and any waiver of any claim or right arising out of this Agreement, agreeing on the Service Charges from time to time and any adjustments thereto, andexecute, in generalconnection with any sale or disposition of the Collateral under Section 4, to do all things and to perform all actsany endorsements, including executing and delivering all agreementsassignments, certificates, receipts, instructions, and bills of sale or other instruments contemplated by of conveyance or deemed advisable transfer with respect to effectuate the provisions of this Section 8.14. In addition, the Parties agree that: (a) this appointment and grant of power and authority is coupled with an interest and is in consideration all or any part of the mutual covenants made in this Agreement and is irrevocable and will not be terminated by any act of any Subsidiary that is a party or by operation of Law or by the occurrence of any other event. Each Subsidiary of Cummins that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Cummins pursuant to this Section 8.14, and each Subsidiary of Filtration that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Filtration pursuant to this Section 8.14. Each Subsidiary of Cummins that is a party to a Joinder Agreement agrees that Cummins shall have no obligation or Liability to any Person for any action taken or omitted by Cummins in good faith, and each Subsidiary of Filtration that is a party to a Joinder Agreement agrees that Filtration shall have no obligation or Liability to any Person for any action taken or omitted by Filtration in good faith; andCollateral. (b) Cummins So long as no Default shall have occurred and be continuing, the Company shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Collateral for all purposes not inconsistent with the terms of this Agreement. (c) If any Default shall have occurred and be continuing, and whether or not the Secured Party exercises any available right to declare any Secured Obligation due and payable or seeks or pursues any other right, remedy, power or privilege available to it under applicable law, this Agreement or any other Basic Document, all payments and other distributions on the Collateral shall be entitled paid directly to rely upon any document the Secured Party or other paper delivered its designee, retained by Filtration it and applied as being authorized by each Subsidiary of Filtration that is a party to a Joinder Agreement, and Filtration shall be entitled to rely upon any document or other paper delivered by Cummins as being authorized by each Subsidiary of Cummins that is a party to a Joinder Agreementset forth in Section 4.04.

Attorney-in-Fact. Each Subsidiary For the purpose of Cummins that executes a Joinder enabling the Collateral Agent to exercise rights and remedies under this Agreement designates at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Debtor hereby irrevocably constitutes and appoints Cummins the Collateral Agent as its attorney-in-fact, with power of substitution, with authority, exercisable upon the occurrence and during the continuation of an Event of Default, with respect to the Collateral, to: (a) collect all Accounts, endorse its name on any note, acceptance, Negotiable Collateral, check, draft, money order or other evidence of debt or of payment which constitutes a portion of the Collateral and which may come into the possession of the Collateral Agent, (b) take such party’s agent action, execute such documents, and perform such work, as the Collateral Agent may deem appropriate in exercise of the rights and remedies granted the Collateral Agent herein or in any other Transaction Document, in each case in accordance with the terms of this Agreement, (c) compromise and settle or to sell, assign or transfer or to ask, collect, receive or issue any and all claims possessed by the Debtors which constitute a portion of the Collateral, all in the name of the Debtors, (d) transfer and register in its name or in the name of its nominee the whole or any part of the Pledged Collateral, (e) vote the Pledged Equity, with full power of substitution to do so, (f) receive and collect any dividend or other payment or distribution in respect of, or in exchange for, the Pledged Collateral or any portion thereof, to give full discharge for the same and to indorse any instrument made payable to any Debtor for same, (g) exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled (including, with respect to the Pledged Equity, giving or withholding written consents of members, calling special meetings of members and voting at such meetings), and (h) generally to do such other things and acts in the name of any Debtor with respect to the Collateral as are necessary or appropriate to protect or enforce the rights of the Collateral Agent hereunder or under any other Transaction Document. The powers of attorney granted herein are coupled with an interest and shall be irrevocable prior to the termination of this Agreement in accordance with Section 21 hereof. To the extent permitted by law, each Debtor hereby ratifies all that said attorney-in-fact with full power shall lawfully do or cause to be done. The powers conferred on the Collateral Agent hereunder are solely to protect its interests in the Collateral and authority shall not impose any duty upon it to act exercise any such powers. The Collateral Agent shall be accountable only for and on behalf the amounts that it receives as a result of the exercise of such party in the absolute discretion of Cumminspowers, and each Subsidiary neither it nor any of Filtration its officers, directors, employees or agents shall be responsible to the Debtors for any act or failure to act, except for the Collateral Agent’s or such other Person’s willful misconduct and/or gross negligence, as determined by a final, non-appealable order of a court having jurisdiction over the subject matter. To the extent that executes a Joinder Agreement designates and appoints Filtration as such party’s agent and attorney-in-fact the Collateral Agent shall incur any costs or pay any expenses in connection with full power and authority to act for and on behalf of such party in the absolute discretion of Filtration, in each case with respect to all matters relating to this Agreementits rights hereunder, including execution and delivery any costs or expenses of any amendmentlitigation associated therewith, supplementsuch costs, modification expenses or termination of this Agreement and any waiver of any claim or right arising out of this Agreement, agreeing on the Service Charges from time to time and any adjustments thereto, and, in general, to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions, and other instruments contemplated payments shall be governed by or deemed advisable to effectuate the provisions of this Section 8.14. In addition, the Parties agree that: (a) this appointment and grant of power and authority is coupled with an interest and is in consideration 9.2 of the mutual covenants made in this Agreement and is irrevocable and will not be terminated by any act of any Subsidiary that is a party or by operation of Law or by the occurrence of any other event. Each Subsidiary of Cummins that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Cummins pursuant to this Section 8.14, and each Subsidiary of Filtration that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Filtration pursuant to this Section 8.14. Each Subsidiary of Cummins that is a party to a Joinder Agreement agrees that Cummins shall have no obligation or Liability to any Person for any action taken or omitted by Cummins in good faith, and each Subsidiary of Filtration that is a party to a Joinder Agreement agrees that Filtration shall have no obligation or Liability to any Person for any action taken or omitted by Filtration in good faith; and (b) Cummins shall be entitled to rely upon any document or other paper delivered by Filtration as being authorized by each Subsidiary of Filtration that is a party to a Joinder Agreement, and Filtration shall be entitled to rely upon any document or other paper delivered by Cummins as being authorized by each Subsidiary of Cummins that is a party to a Joinder Purchase Agreement.

Attorney-in-Fact. Each Subsidiary of Cummins that executes a Joinder Agreement designates and The Grantor hereby irrevocably appoints Cummins the Secured Parties or any other person whom the Secured Parties may designate as such party’s agent and the Grantor's attorney-in-fact fact, with full power and authority to act for in place and on behalf stead of such party the Grantor and in the absolute discretion name of Cumminsthe Grantor or in its own name to: (i) endorse the Grantor's name on any checks, and each Subsidiary notes, acceptances, money orders, drafts or other forms of Filtration payment or security that executes a Joinder Agreement designates and appoints Filtration as such party’s agent and attorney-in-fact with full power and authority to act for and may come into the Secured Parties' possession; (ii) sign the Grantor's name on behalf any invoice or xxxx of such party in the absolute discretion of Filtration, in each case with respect to all matters lading relating to any Accounts, drafts against customers, schedules and assignments of Accounts, notices of assignment, financing statements and other public records, verifications of account and notices to or from Customers; (iii) verify the validity, amount or any other matter relating to any Receivable by mail, telephone, telegraph or otherwise with Customers; (iv) 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, including execution Agreement and delivery of all other Loan Documents; (vi) continue any amendment, supplement, modification or termination insurance existing pursuant to the terms of this Agreement and pay all or any waiver part of any claim the premium therefor and the cost thereof; and (vii) on or right arising out after the occurrence and continuation of this Agreementan Event of Default, agreeing notify the post office authorities to change the address for delivery of the Grantor's mail to an address designated by the Secured Parties, and to receive, open and dispose of all mail addressed to the Grantor. The Grantor hereby ratifies and approves all acts of the attorney. The powers conferred on the Service Charges from time Secured Parties hereunder are solely to time protect their interests in the Collateral and shall not impose any adjustments theretoduty upon them to exercise any such powers. Neither the Secured Parties nor the attorney will be liable for any acts or omissions or for any error of judgment or mistake of fact or law. This power, and, in general, to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions, and other instruments contemplated by or deemed advisable to effectuate the provisions of this Section 8.14. In addition, the Parties agree that: (a) this appointment and grant of power and authority is being coupled with an interest and is in consideration of the mutual covenants made in this Agreement and interest, is irrevocable and will not be terminated by any act of any Subsidiary that so long as an account which is a party or by operation of Law or by the occurrence of any other event. Each Subsidiary of Cummins that is a party to a Joinder Agreement hereby consents assigned to the taking of any Secured Parties or in which the Secured Parties have a security interest remains unpaid and all actions and until the making of all decisions required or permitted to be taken or made by Cummins pursuant to this Section 8.14, and each Subsidiary of Filtration that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Filtration pursuant to this Section 8.14. Each Subsidiary of Cummins that is a party to a Joinder Agreement agrees that Cummins shall Obligations have no obligation or Liability to any Person for any action taken or omitted by Cummins in good faith, and each Subsidiary of Filtration that is a party to a Joinder Agreement agrees that Filtration shall have no obligation or Liability to any Person for any action taken or omitted by Filtration in good faith; and (b) Cummins shall be entitled to rely upon any document or other paper delivered by Filtration as being authorized by each Subsidiary of Filtration that is a party to a Joinder Agreement, and Filtration shall be entitled to rely upon any document or other paper delivered by Cummins as being authorized by each Subsidiary of Cummins that is a party to a Joinder Agreementbeen fully satisfied.

Attorney-in-Fact. Each Subsidiary Borrower hereby irrevocably appoints the Lender, as its attorney-in-fact, with full power of Cummins substitution, said power being coupled with an interest, to do any act which the Borrower is obligated to do pursuant to the terms of this Agreement, and, after an Event of Default, to exercise such rights and powers as the Borrower might exercise with respect to the Collateral, including, without limitation, (a) to demand, collect by legal proceedings or otherwise, and endorse and receive all interest, payments, proceeds or other sums and/or property now or hereafter payable on or on account of the Collateral; (b) to insure, process and/or protect the Collateral; (c) to transfer the Collateral to its own or to a nominee's name; (d) to make any compromise, adjustment or settlement, and take any action it deems advisable (including commencing and prosecuting any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect thereof), with respect to the Collateral; (e) to endorse the name of the Borrower upon any notes, acceptances, checks, drafts, money orders or other evidence of payment that executes a Joinder may come into the possession of the Borrower; (f) to endorse the name of Borrower upon such Federal Assignments of Claims and/or instruments of assignment in connection therewith, as Lender deems necessary and appropriate, in its sole discretion, with respect to the Contracts; (g) to demand, collect, receive payment of, receipt for and give discharges and releases of all or any of the Collateral; (h) to enter into and perform such agreements as may be necessary in order to carry out the provisions of this Agreement designates or to carry out the terms, covenants and appoints Cummins conditions of this Agreement which are required to be observed or performed by the Borrower; (i) to execute such other and further grants, pledges and assignments of the Collateral as such party’s agent the Borrower may reasonably require for the purpose of protecting or maintaining the security interest granted hereby; G) to execute any UCC financing statements, continuation statements, amendments thereto, and other documents in the Borrower's name and to perform all other acts which the Lender deems appropriate to create, validate, preserve, protect, perfect and continue the security interest created hereunder and to enable the Lender to exercise and enforce its rights hereunder; and (k) generally to perform all other acts necessary or proper to carry out the intention of this Agreement, including, but not limited to, the power to redirect the delivery of, and to open mail addressed to the Borrower. The Borrower shall be liable to the Lender for all reasonable costs and expenses, including without limitation, reasonable attorney's fees and legal expenses, that the Lender may incur while acting as Bxxxxxxx's attorney-in-fact with full power and authority to act for and on behalf of such party in hereunder. Notwithstanding the absolute discretion of Cumminsforegoing, and each Subsidiary of Filtration that executes a Joinder Agreement designates and appoints Filtration as such party’s agent and attorney-in-fact with full power and authority to act for and on behalf of such party in the absolute discretion of Filtration, in each case with respect to all matters relating to this Agreement, including execution and delivery of any amendment, supplement, modification or termination of this Agreement and any waiver of any claim or right arising out of this Agreement, agreeing on the Service Charges from time to time and any adjustments thereto, and, in general, Lender shall not be obligated to do all things any act or to exercise any such rights and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions, and other instruments contemplated by or deemed advisable to effectuate the provisions powers. The foregoing power of this Section 8.14. In addition, the Parties agree that: (a) this appointment and grant of power and authority attorney is coupled with an interest and is in consideration shall be irrevocable until all of the mutual covenants made in Borrower's obligations under this Agreement and is irrevocable and will not be terminated by any act of any Subsidiary that is a party or by operation of Law or by the occurrence of any other event. Each Subsidiary of Cummins that is a party to a Joinder Agreement hereby consents relating to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Cummins pursuant to this Section 8.14, and each Subsidiary of Filtration that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Filtration pursuant to this Section 8.14. Each Subsidiary of Cummins that is a party to a Joinder Agreement agrees that Cummins Note shall have no obligation or Liability to any Person for any action taken or omitted by Cummins in good faith, and each Subsidiary of Filtration that is a party to a Joinder Agreement agrees that Filtration shall have no obligation or Liability to any Person for any action taken or omitted by Filtration in good faith; and (b) Cummins shall be entitled to rely upon any document or other paper delivered by Filtration as being authorized by each Subsidiary of Filtration that is a party to a Joinder Agreement, and Filtration shall be entitled to rely upon any document or other paper delivered by Cummins as being authorized by each Subsidiary of Cummins that is a party to a Joinder Agreementbeen fully satisfied.

Attorney-in-Fact. Each Subsidiary (a) Subject to the rights of Cummins that executes a Joinder Agreement designates the Obligor under Sections 2.06, 2.07, 2.08 and appoints Cummins as such party’s agent 2.09, and subject to the terms and provisions of the Intercreditor Agreement, the Trustee is hereby appointed the attorney-in-fact with full power of the Obligor for the purpose of carrying out the provisions of this Agreement and authority taking any action and executing any instruments which the Trustee may deem necessary or advisable to act for accomplish the purposes of this Agreement, to preserve the validity and on behalf security interest of such party in the absolute discretion of CumminsLiens granted by this Agreement and, following any Default, to exercise its rights, remedies, powers and each Subsidiary of Filtration that executes a Joinder Agreement designates and appoints Filtration privileges under this Agreement. This appointment as such party’s agent and attorney-in-fact is irrevocable and coupled with full power an interest. Without limiting the generality of the foregoing, the Trustee shall be entitled under this Agreement upon the occurrence and authority to act for and on behalf continuation of such party in the absolute discretion any Event of FiltrationDefault (or, in each case respect of Section 3.02(b), any Default) (i) to ask, demand, collect, sue for, recover, receive and give receipt and discharge for amxxxts due and to become due under and in respect of all or any part of the Collateral; (ii) to receive, endorse and collect any Instruments or other drafts, instruments, documents and chattel paper in connection with clause (i) above (including any draft or check representing the proceeds of insurance or the return of unearned premiums); (iii) to file any claims or take any action or proceeding that the Trustee may deem necessary or advisable for the collection of all or any part of the Collateral, including the collection of any compensation due and to become due under any contract or agreement with respect to all matters or any part of the Collateral; and (iv) to execute, in connection with any sale or disposition of the Collateral under Article VI, any endorsements, assignments, bills of sale or other instruments of conveyance or transfer with respect to all or any part of the Collateral. In any suit, proceeding or action brought by the Trustee relating to this Agreementany Account, including execution and delivery contract or Instrument for any sum owing thereunder, or to enforce any provision of any amendmentAccount, supplementcontract or Instrument, modification the Obligor will save, indemnify and keep the Trustee harmless from and against all expense, loss or termination of this Agreement and any waiver damage suffered by reason of any claim defense, set-off, counterclaim, recoupment or right reduction or liability whatsoever of the obligor thereunder, arising out of a breach by the Obligor of any obligation thereunder or arising out of any other agreement, Indebtedness or liability at any time owing to, or in favor of, such obligor or its successors from the Obligor, and all such obligations of the Obligor shall be and remain enforceable against and only against the Obligor and shall not be enforceable against the Trustee. (b) Without limiting the rights and powers of the Trustee under Section 2.05(a), the Obligor hereby appoints the Trustee as its attorney-in-fact, effective the Signing Date and terminating upon the termination of this Agreement, agreeing for the purpose of (i) executing on behalf of the Obligor title or ownership applications for filing with appropriate state agencies to enable Motor Vehicles now owned or hereafter acquired by the Obligor to be retitled and the Trustee to be listed as lienholder as to such Motor Vehicles, (ii) filing such applications with such state agencies and (iii) executing such other documents and instruments on behalf of, and taking such other action in the name of, the Obligor as the Trustee may deem necessary or advisable to accomplish the purposes of this Agreement (including the purpose of creating in favor of the Trustee a security interest on the Service Charges from time to time Motor Vehicles and any adjustments thereto, and, in general, to do all things exercising the rights and to perform all acts, including executing remedies of the Trustee under Article VI). This appointment as attorney-in-fact is irrevocable and delivering all agreements, certificates, receipts, instructions, and other instruments contemplated by or deemed advisable to effectuate the provisions of this Section 8.14. In addition, the Parties agree that: (a) this appointment and grant of power and authority is coupled with an interest interest. (c) Without limiting the rights and is in consideration powers of the mutual covenants made in Trustee under Section 2.05(a), the Obligor hereby appoints the Trustee as its attorney-in-fact, effective the Signing Date and terminating upon the termination of this Agreement Agreement, for the purpose of executing and filing all such contracts, agreements and other documents as are contemplated by Section 2.04(d). This appointment as attorney-in-fact is irrevocable and will not be terminated by any act of any Subsidiary that is a party or by operation of Law or by the occurrence of any other event. Each Subsidiary of Cummins that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Cummins pursuant to this Section 8.14, and each Subsidiary of Filtration that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Filtration pursuant to this Section 8.14. Each Subsidiary of Cummins that is a party to a Joinder Agreement agrees that Cummins shall have no obligation or Liability to any Person for any action taken or omitted by Cummins in good faith, and each Subsidiary of Filtration that is a party to a Joinder Agreement agrees that Filtration shall have no obligation or Liability to any Person for any action taken or omitted by Filtration in good faith; and (b) Cummins shall be entitled to rely upon any document or other paper delivered by Filtration as being authorized by each Subsidiary of Filtration that is a party to a Joinder Agreement, and Filtration shall be entitled to rely upon any document or other paper delivered by Cummins as being authorized by each Subsidiary of Cummins that is a party to a Joinder Agreementcoupled with an interest.

Attorney-in-Fact. Each Subsidiary Except with respect to the Hard Rock Documents and the rights, interest and remedies of Cummins that executes a Joinder Agreement designates Issuer with respect thereto, the Issuer hereby constitutes and appoints Cummins as such party’s agent the Trustee, acting for and on behalf of itself and each successor or assign of the Trustee, the true EXECUTION VERSION and lawful attorney-in-fact of the Issuer, with full power and authority to act for and on behalf of such party in the absolute discretion place and stead of Cummins, the Issuer and each Subsidiary of Filtration that executes a Joinder Agreement designates and appoints Filtration as such party’s agent and attorney-in-fact with full power and authority to act for and on behalf of such party in the absolute discretion name of Filtrationthe Issuer, in each case the Trustee or otherwise to, upon the occurrence and during the continuance of an Event of Default, enforce all rights, interests and remedies of the Issuer with respect to the Collateral, including, without limitation, the right: 12.1 to ask, require, demand, receive and give acquittance for any and all matters relating monies and claims for monies due and to this Agreement, including execution and delivery of any amendment, supplement, modification become due under or termination of this Agreement and any waiver of any claim or right arising out of this Agreementthe Assigned Agreements or any of the other Collateral, agreeing on including without limitation, any insurance policies; 12.2 to elect remedies thereunder and to endorse any checks or other instruments or orders in connection therewith; 12.3 to file any claims or take any action or institute any proceedings in connection therewith which the Service Charges from time Trustee may reasonably deem to time be necessary or advisable; 12.4 to pay, settle or compromise all bills and claims which may be or become liens or security interests against any adjustments theretoor all of the Collateral, or any part thereof, unless a bond or other security satisfactory to the Trustee has been provided; and 12.5 upon foreclosure, subject to the limitations contained in generalSECTION 9.1, to do all things any and every act which the Issuer may do on its behalf with respect to the Collateral or any part thereof and to perform exercise any or all actsof the Issuer's rights and remedies under any or all of the Assigned Agreements; PROVIDED, including executing HOWEVER, that the Trustee shall not exercise any such rights except upon the occurrence and delivering all agreements, certificates, receipts, instructions, and other instruments contemplated by or deemed advisable to effectuate the provisions continuation of this Section 8.14an Event of Default. In addition, the Parties agree that: (a) this appointment and grant This power of attorney is a power and authority is coupled with an interest and is shall be irrevocable. The Trustee shall exercise all remedies under this Agreement in consideration accordance with the terms of the mutual covenants made in this Agreement and is irrevocable and will not be terminated by any act of any Subsidiary that is a party or by operation of Law or by the occurrence of any other event. Each Subsidiary of Cummins that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Cummins pursuant to this Section 8.14, and each Subsidiary of Filtration that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Filtration pursuant to this Section 8.14. Each Subsidiary of Cummins that is a party to a Joinder Agreement agrees that Cummins shall have no obligation or Liability to any Person for any action taken or omitted by Cummins in good faith, and each Subsidiary of Filtration that is a party to a Joinder Agreement agrees that Filtration shall have no obligation or Liability to any Person for any action taken or omitted by Filtration in good faith; and (b) Cummins shall be entitled to rely upon any document or other paper delivered by Filtration as being authorized by each Subsidiary of Filtration that is a party to a Joinder Agreement, and Filtration shall be entitled to rely upon any document or other paper delivered by Cummins as being authorized by each Subsidiary of Cummins that is a party to a Joinder AgreementIndenture.

Attorney-in-Fact. Each Subsidiary of Cummins that executes a Joinder Agreement Borrower hereby nominates and irrevocably designates and appoints Cummins as such party’s Agent its true and lawful agent and attorney-in-fact with full power of substitution, which appointment is coupled with an interest either in the name of Agent or in the name of Xxxxxxxx, at Borrower's sole cost and authority expense, to act take any or all of the following actions: (a) To do all acts and things and execute all documents which Agent may deem necessary or advisable to perfect and continue perfected the security interest created by this Assignment and to preserve, process, develop, maintain and protect the Collateral and the value thereof and Agent's interest therein, including, without limitation, preparing, signing, filing and recording, for and Borrower in Borrower's name, or for Borrower on behalf of such party any Maker, any financing statement covering or constituting a part of the Collateral; (b) To do any and every act which Borrower is obligated to do under this Assignment; (c) Whether before or after the occurrence of an Event of Default, to ask for, demand, sue for, attach, levy, settle, compromise, collect, compound, recover, receive and give receipt and acquittances for any and all sums owing or which may become due with respect to the Collateral; to endorse, in the absolute discretion name of CumminsBorrower, all checks, notes, drafts, money orders, evidences of payment, or other instruments received in payment of, or on account of, the Collateral or any portion thereof; and to take any and all actions as Agent may deem necessary or desirable in order to realize upon the Collateral, or any portion thereof, including, without limitation, making any statements and doing or taking any acts on behalf of Borrower which are otherwise required of Borrower under the terms of the Collateral or any portion thereof as conditions precedent to the payment of the obligations evidenced by, or to the exercise of, the Collateral or any portion thereof; and to exercise any rights and remedies available under the Collateral Documents and to execute any document or instrument which Agent may deem necessary or desirable in connection therewith, including pleadings, consent orders, stipulations, and each Subsidiary other documents and instruments which Agent may deem necessary or desirable in connection with judicial or nonjudicial foreclosure of Filtration that executes a Joinder Agreement the Collateral Deeds of Trust or any deed of trust or other security agreement included within the Collateral Documents or other legal actions or proceedings with respect to the Collateral. In addition, Borrower hereby irrevocably designates and appoints Filtration as such party’s agent Agent its true and lawful attorney-in-fact with full power and authority to act for and on behalf of such party substitution either in the absolute discretion name of Filtration, in each case with respect to all matters relating to this Agreement, including execution and delivery of any amendment, supplement, modification Agent or termination of this Agreement and any waiver of any claim or right arising out of this Agreement, agreeing on the Service Charges from time to time and any adjustments thereto, and, in general, to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions, and other instruments contemplated by or deemed advisable to effectuate the provisions of this Section 8.14. In addition, the Parties agree that: (a) this appointment and grant of Borrower which power and authority is coupled with an interest to (i) sign Borrower's name on any Collateral, drafts against account debtors, assignments, any proof of claim in any bankruptcy or other insolvency proceeding involving any account debtor, any notice of lien, claim of lien or assignment or satisfaction of lien, or on any financing statement or continuation statement under the Uniform Commercial Code; (ii) send verifications of accounts receivable to any account debtor; and is (iii) in consideration connection with a transfer of the mutual covenants made Collateral as described above sign in this Agreement and is irrevocable and will not be terminated by Borrower's name any act of any Subsidiary that is a party or by operation of Law or by the occurrence of any other event. Each Subsidiary of Cummins that is a party documents necessary to a Joinder Agreement hereby consents transfer title to the taking Collateral to Agent or any third party. (d) To endorse and transfer the Collateral upon foreclosure; provided, however, that Agent shall be under no obligation whatsoever to take any of the foregoing actions or to exercise any and all actions and of the making of all decisions required foregoing authority or permitted to be taken or made by Cummins pursuant to this Section 8.14power, and each Subsidiary of Filtration that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Filtration pursuant to this Section 8.14. Each Subsidiary of Cummins that is a party to a Joinder Agreement agrees that Cummins Agent shall have no obligation liability or Liability to any Person responsibility for any action act or omission taken with respect thereto. All of said rights and powers may be exercised by Agent at any time, whether or omitted not an Event of Default has occurred and whether or not Agent is the absolute owner of the Collateral. The foregoing appointment of the Agent as Xxxxxxxx's attorney-in-fact is irrevocable, coupled with an interest, with full power of substitution and cannot be revoked by Cummins in good faithinsolvency, reorganization, merger, consolidation or otherwise. All acts of said power of attorney are hereby ratified and each Subsidiary of Filtration that is a party to a Joinder Agreement agrees that Filtration approved and Agent shall have no obligation or Liability to any Person not be liable for any action taken mistake of law or omitted by Filtration fact made in good faith; and (b) Cummins shall be entitled to rely upon any document or other paper delivered by Filtration as being authorized by each Subsidiary of Filtration that is a party to a Joinder Agreement, and Filtration shall be entitled to rely upon any document or other paper delivered by Cummins as being authorized by each Subsidiary of Cummins that is a party to a Joinder Agreementconnection therewith.

Attorney-in-Fact. Each Subsidiary Grantor hereby appoints each of Cummins that executes a Joinder Agreement designates the General Collateral Agent and appoints Cummins the Designated Collateral Subagent as such party’s agent and the Grantor's attorney-in-fact with full power and authority to act for and on behalf the purposes of such party in the absolute discretion of Cummins, and each Subsidiary of Filtration that executes a Joinder Agreement designates and appoints Filtration as such party’s agent and attorney-in-fact with full power and authority to act for and on behalf of such party in the absolute discretion of Filtration, in each case with respect to all matters relating to this Agreement, including execution and delivery of any amendment, supplement, modification or termination of this Agreement and any waiver of any claim or right arising carrying out of this Agreement, agreeing on the Service Charges from time to time and any adjustments thereto, and, in general, to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions, and other instruments contemplated by or deemed advisable to effectuate the provisions of this Section 8.14General Security Agreement and taking any action and executing any instrument which the General Collateral Agent or the Designated Collateral Subagent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest; provided, that each of the General Collateral Agent and the Designated Collateral Subagent shall have and may exercise rights under this power of attorney only upon the occurrence and during the continuance of an Event of Default. In additionWithout limiting the generality of the foregoing or any other rights and powers granted to the General Collateral Agent and the Designated Collateral Subagent herein, upon the Parties agree that:occurrence and during the continuance of an Event of Default, each of the General Collateral Agent and the Designated Collateral Subagent shall have the right and power (a) this appointment to ask, demand, collect, sue for, recover, compromise, receive and grant give acquittance xxd receipts for moneys due and to become due under or in respect of power and authority is coupled with an interest and is in consideration any of the mutual covenants made Collateral; (b) to receive, endorse and collect any drafts or other instruments, documents and chattel paper in this Agreement connection with clause (a) above; (c) to endorse such Grantor's name on any checks, notes, drafts or any other payment relating to or constituting proceeds of the Collateral which comes into the possession or the control of the General Collateral Agent or the Designated Collateral Subagent, respectively, and is irrevocable deposit the same to the account of the General Collateral Agent, for the benefit of the General Secured Parties, on account and will not be terminated by for payment of the Secured Obligations; (d) to file any act claims or take any action or institute any proceedings that the General Collateral Agent or the Designated Collateral Subagent may deem necessary or desirable for the collection of any Subsidiary that is a party of the Collateral or by operation otherwise to enforce the rights of Law the General Collateral Agent or by the occurrence Designated Collateral Subagent, for the benefit of any other event. Each Subsidiary of Cummins that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Cummins pursuant to this Section 8.14General Secured Parties, and each Subsidiary of Filtration that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Filtration pursuant to this Section 8.14. Each Subsidiary of Cummins that is a party to a Joinder Agreement agrees that Cummins shall have no obligation or Liability with respect to any Person for any action taken or omitted by Cummins in good faith, and each Subsidiary of Filtration that is a party to a Joinder Agreement agrees that Filtration shall have no obligation or Liability to any Person for any action taken or omitted by Filtration in good faiththe Collateral; and (be) Cummins shall be entitled to rely upon execute, in connection with any document sale or other paper delivered by Filtration as being authorized by each Subsidiary disposition of Filtration that is a party to a Joinder AgreementCollateral provided for herein, and Filtration shall be entitled to rely upon any document endorsement, assignments, or other paper delivered by Cummins as being authorized by each Subsidiary instruments of Cummins that is a party to a Joinder Agreementconveyance or transfer with respect thereto.

Attorney-in-Fact. Each Subsidiary of Cummins that executes a Joinder Agreement designates Physician hereby appoints the Employer during the Employment Term to be Physician’s true and appoints Cummins as such party’s agent and lawful attorney-in-fact for the following purposes (a) to xxxx Patients in Physician’s name and on Physician’s behalf; (b) to collect accounts receivable resulting from such billing in Physician’s name and on Physician’s behalf; (c) to receive payments from Blue Cross and Blue Shield, Medicare, Medicaid, payments from health plans, and all other third-party payors; (d) to receive the cash proceeds of any accounts receivable; (e) to take possession of and endorse in the name of Physician any notes, checks, money orders, insurance payments, and other instruments received in payment of accounts receivable; (f) to deposit all such fees, collections, and charges in a bank account or bank accounts established in the name of and maintained on behalf of Employer, and (g) to initiate legal proceedings in the name of Physician (i) to collect any accounts and monies owed to Employer for services rendered by Physician, (ii) to enforce the rights of Physician as creditor under any contract or in connection with the rendering of any service, and (iii) to contest adjustments and denials by governmental agencies (or its fiscal intermediaries) as third-party payors. Physician authorizes Employer, as Physician’s attorney-in-fact, to take any further action and to execute such documents and instruments that Employer shall consider necessary or advisable in connection with any of the foregoing, hereby giving Employer full power and authority to do and perform each and every act for and on behalf of such party or thing whatsoever requisite or advisable to be done in connection with the absolute discretion of Cumminsforegoing as fully as Physician might or could do personally, and each Subsidiary hereby ratifying and confirming all that Employer shall lawfully do or cause to be done by virtue thereof or hereof. The power of Filtration that executes a Joinder Agreement designates and appoints Filtration as such party’s agent and attorney-in-fact with full power and authority attorney granted pursuant to act for and on behalf of such party in the absolute discretion of Filtration, in each case with respect to all matters relating to this Agreement, including execution and delivery of any amendment, supplement, modification or termination of this Agreement and any waiver of any claim or right arising out of this Agreement, agreeing on the Service Charges from time to time and any adjustments thereto, and, in general, to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions, and other instruments contemplated by or deemed advisable to effectuate the provisions provision of this Section 8.14. In addition, the Parties agree that: (a) this appointment and grant is a special power of power and authority is attorney coupled with an interest and is in consideration of the mutual covenants made in this Agreement and is irrevocable and will not be terminated by any act of any Subsidiary that is a party or by operation of Law or by the occurrence of any other event. Each Subsidiary of Cummins that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Cummins pursuant to this Section 8.14irrevocable, and each Subsidiary of Filtration that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Filtration pursuant to this Section 8.14. Each Subsidiary of Cummins that is a party to a Joinder Agreement agrees that Cummins shall have no obligation or Liability to any Person for any action taken or omitted by Cummins in good faith, and each Subsidiary of Filtration that is a party to a Joinder Agreement agrees that Filtration shall have no obligation or Liability to any Person for any action taken or omitted by Filtration in good faith; and (b) Cummins shall be entitled survive the death, disability, legal incapacity, bankruptcy, or insolvency, of Physician; provided, however, that this power of attorney shall terminate upon termination of this Agreement with respect to rely upon any document or other paper delivered accounts receivable arising from services rendered by Filtration Physician after the “Effective Date of Termination” (as being authorized by each Subsidiary hereinafter defined) of Filtration that is a party to a Joinder Agreement, and Filtration shall be entitled to rely upon any document or other paper delivered by Cummins as being authorized by each Subsidiary of Cummins that is a party to a Joinder AgreementPhysician’s employment hereunder.

Attorney-in-Fact. Each Subsidiary (a) Subject to the provisions of Cummins that executes a Joinder Agreement designates Sections 2.5 and 2.6, each Grantor hereby irrevocably constitutes and appoints Cummins the Collateral Agent and any officer or agent thereof, with full power of substitution, as such party’s agent its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in its own name, for the purpose of carrying out the terms of this Agreement, to act for take any appropriate action and to execute any document or instrument that may be necessary or desirable to accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Collateral Agent the power and right, on behalf of such party Grantor, without notice to or assent by such Grantor, to do any of the following: (i) in the absolute discretion name of Cumminssuch Grantor or its own name, or otherwise, take possession of and indorse and collect any check, draft, note, acceptance or other instrument for the payment of moneys due under any Account or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Collateral Agent for the purpose of collecting any such moneys due under any Account or with respect to any other Collateral whenever payable; (ii) in the case of any Intellectual Property, execute and deliver, and each Subsidiary have recorded, any agreement, instrument, document or paper as the Collateral Agent or the Purchaser may request to evidence the security interest in such Intellectual Property and the goodwill and general intangibles of Filtration such Grantor relating thereto or represented thereby; (iii) pay or discharge taxes and Liens levied or placed on or threatened against the Collateral, effect any repair or pay or discharge any insurance called for by the terms of this Agreement (including all or any part of the premiums therefor and the costs thereof); (iv) execute, in connection with any sale provided for in Section 6, any endorsement, assignment or other instrument of conveyance or transfer with respect to the Collateral; or (A) direct any party liable for any payment under any Collateral to make payment of any moneys due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall direct, (B) ask or demand for, collect, and receive payment of and receipt for, any moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral, (C) sign and indorse any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipt, draft against debtors, assignment, verification, notice and other document in connection with any Collateral, (D) commence and prosecute any suit, action or proceeding at law or in equity in any court of competent jurisdiction to collect any Collateral and to enforce any other right in respect of any Collateral, (E) defend any suit, action or proceeding brought against such Grantor with respect to any Collateral, (F) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or releases as the Collateral Agent may deem appropriate, (G) assign any Copyright, Patent or Trademark (along with the goodwill of the business to which any such Trademark pertains) throughout the world for such term or terms, on such conditions, and in such manner as the Collateral Agent or the Purchaser shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment and (H) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any Collateral as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes, and do, at the Collateral Agent’s option and such Grantor’s expense, at any time, or from time to time, all acts and things that executes a Joinder Agreement designates the Collateral Agent deems necessary to protect, preserve or realize upon the Collateral and appoints Filtration the Secured Parties’ security interests therein and to effect the intent of this Agreement, all as fully and effectively as such party’s agent and attorney-in-fact with full power and authority to act for and Grantor might do. (vi) execute on behalf of such party Grantor title or ownership applications for filing with appropriate state agencies to enable any Motor Vehicle that is now owned or hereafter acquired by such Grantor, to be retitled and the Collateral Agent to be listed as lienholder as to each such Motor Vehicle and (vii) execute such other documents and instruments on behalf of, and taking such other action in the absolute discretion of Filtrationname of, in each case with respect such Grantor as the Collateral Agent may deem necessary or advisable to all matters relating to this Agreement, including execution and delivery of any amendment, supplement, modification or termination accomplish the purposes of this Agreement (including the purpose of exercising the rights and any waiver remedies of any claim or right arising out of the Collateral Agent under Section 6). Anything in this Agreement, agreeing on the Service Charges from time to time and any adjustments thereto, and, in general, to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions, and other instruments contemplated by or deemed advisable to effectuate the provisions of this Section 8.14. In addition, the Parties agree that: clause (a) to the contrary notwithstanding, the Collateral Agent agrees that it shall not exercise any right under the power of attorney provided for in this appointment clause (a) unless an Event of Default shall be continuing. (b) If any Grantor fails to perform or comply with any of its agreements contained herein, the Collateral Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement. (c) Each Grantor hereby ratifies all that such attorneys shall lawfully do or cause to be done by virtue hereof. All powers, authorizations and grant of power and authority is agencies contained in this Agreement are coupled with an interest and is in consideration of the mutual covenants made in are irrevocable until this Agreement and is irrevocable and will not be terminated by any act of any Subsidiary that is a party or by operation of Law or by the occurrence of any other event. Each Subsidiary of Cummins that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Cummins pursuant to this Section 8.14, and each Subsidiary of Filtration that is a party to a Joinder Agreement security interests created hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Filtration pursuant to this Section 8.14. Each Subsidiary of Cummins that is a party to a Joinder Agreement agrees that Cummins shall have no obligation or Liability to any Person for any action taken or omitted by Cummins in good faith, and each Subsidiary of Filtration that is a party to a Joinder Agreement agrees that Filtration shall have no obligation or Liability to any Person for any action taken or omitted by Filtration in good faith; and (b) Cummins shall be entitled to rely upon any document or other paper delivered by Filtration as being authorized by each Subsidiary of Filtration that is a party to a Joinder Agreement, and Filtration shall be entitled to rely upon any document or other paper delivered by Cummins as being authorized by each Subsidiary of Cummins that is a party to a Joinder Agreementare released.

Attorney-in-Fact. Each Subsidiary of Cummins that executes a Joinder Agreement designates and Grantor hereby appoints Cummins the Administrative Agent as such partyGrantor’s agent and attorney-in-fact with full power and authority to act for and on behalf the purposes of such party in carrying out the absolute discretion of Cummins, and each Subsidiary of Filtration that executes a Joinder Agreement designates and appoints Filtration as such party’s agent and attorney-in-fact with full power and authority to act for and on behalf of such party in the absolute discretion of Filtration, in each case with respect to all matters relating to this Agreement, including execution and delivery of any amendment, supplement, modification or termination provisions of this Agreement and taking any waiver action and executing any instrument which the Administrative Agent may reasonably deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest; provided that the Administrative Agent shall have and may exercise rights under this power of any claim or right arising out attorney only upon the occurrence and during the continuance of this Agreementan Event of Default and, agreeing subject to reinstatement pursuant to Section 13 below, such power of attorney shall terminate on the Service Charges from time to time Facility Termination Date. Without limiting the generality of the foregoing, upon the occurrence and any adjustments thereto, and, in general, to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions, and other instruments contemplated by or deemed advisable to effectuate during the provisions continuance of this Section 8.14. In additionan Event of Default, the Parties agree that: Administrative Agent shall have the right and power to: (a) this appointment ask, demand, collect, xxx for, recover, compromise, receive and grant 114197788_4 give acquittance and receipts for moneys due and to become due under or in respect of power and authority is coupled with an interest and is in consideration any of the mutual covenants made in this Agreement and is irrevocable and will not be terminated by any act of any Subsidiary that is a party or by operation of Law or by the occurrence of any other event. Each Subsidiary of Cummins that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Cummins pursuant to this Section 8.14, and each Subsidiary of Filtration that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Filtration pursuant to this Section 8.14. Each Subsidiary of Cummins that is a party to a Joinder Agreement agrees that Cummins shall have no obligation or Liability to any Person for any action taken or omitted by Cummins in good faith, and each Subsidiary of Filtration that is a party to a Joinder Agreement agrees that Filtration shall have no obligation or Liability to any Person for any action taken or omitted by Filtration in good faithCollateral; and (b) Cummins shall be entitled to rely upon receive, endorse and collect any document drafts or other instruments, documents and chattel paper delivered by Filtration as being authorized by each Subsidiary in connection with the foregoing clause (a); (c) endorse such Grantor’s name on any checks, notes, drafts or any other payment relating to or constituting proceeds of Filtration that is a party to a Joinder Agreementthe Collateral which comes into the Administrative Agent’s possession or the Administrative Agent’s control, and Filtration shall be entitled deposit the same to rely upon the account of the Administrative Agent, for the benefit of the Secured Parties, on account and for payment of the Secured Obligations; (d) file any document claims or take any action or institute any proceedings that the Administrative Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Administrative Agent, for the benefit of the Secured Parties, with respect to any of the Collateral; and (e) execute, in connection with any sale or other paper delivered by Cummins as being authorized by each Subsidiary disposition of Cummins that is a party to a Joinder AgreementCollateral provided for herein, any endorsement, assignments, or other instruments of conveyance or transfer with respect thereto.

Attorney-in-Fact. Each Subsidiary of Cummins that executes a Joinder Without limiting any rights or powers granted by this Agreement designates to the Collateral Agent, the Company hereby irrevocably constitutes and appoints Cummins the Collateral Agent and any officer or agent thereof, with full power of substitution, as such party’s agent its true and lawful attorney-in-fact with full irrevocable power and authority to act for and on behalf of such party in the absolute discretion place and stead of Cumminsthe Company and in the name of the Company or in its own name, at the Company’s sole cost and each Subsidiary expense, for the purpose of Filtration carrying out the provisions of this Agreement upon the occurrence and during the continuation of a Trigger Event or otherwise as contemplated by Sections 4.04 and 5.01, to (a) take any appropriate action and to execute any document or instrument that executes a Joinder may be necessary or desirable to accomplish the purposes of this Agreement designates (including taking actions under any Consent), (b) preserve the validity, perfection and appoints Filtration priority of the Liens granted by this Agreement and (c) exercise its rights, remedies, powers and privileges under this Agreement (including taking actions under any Consent). This appointment as such party’s agent and attorney-in-fact is irrevocable and coupled with full an interest. Without limiting the generality of the foregoing, the Company hereby gives the Collateral Agent the power and authority to act for and right, on behalf of such party the Company, without notice to or assent by the Company, upon the occurrence and during the continuation of a Trigger Event (or as otherwise provided in Section 4.04 or 5.01) (i) to ask, demand, collect, xxx for, recover, receive and give receipt and discharge for amounts due and to become due under and in respect of all or any part of the Pledged Collateral, (ii) to, in the name of the Company or its own name, or otherwise, take possession of, receive and indorse and collect any check, Account, chattel paper, draft, note, acceptance or other Instrument for the payment of moneys due under any Account or general intangible, (iii) to file any claims or take any action or proceeding that the Collateral Agent may deem necessary or advisable for the collection of all or any part of the Pledged Collateral, (iv) to execute, in connection with any sale or disposition of the Pledged Collateral under this Agreement, any endorsements, assignments, bills of sale or other instruments of conveyance or transfer with respect to all or any part of the Pledged Collateral, (v) in the case of any Intellectual Property, execute and deliver, and have recorded, any agreement, instrument, document or paper as the Collateral Agent may request to evidence the Collateral Agent’s security interest in such Intellectual Property and the goodwill and general intangibles of the Company relating thereto or represented thereby, (vi) pay or discharge taxes and Liens levied or placed on or threatened against the Pledged Collateral (other than Permitted Liens), effect any repair or pay or discharge any insurance called for by the terms of this Agreement (including all or any part of the premiums therefor and the costs thereof), (vii) execute, in connection with any sale provided for in this Agreement, any endorsement, assignment or other instrument of conveyance or transfer with respect to the collateral; and (viii) (A) direct any party liable for any payment under any Pledged Collateral to make payment of any moneys due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall direct, (B) ask or demand for, collect, and receive payment of and receipt for, any moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Pledged Collateral, (C) sign and indorse any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipt, draft against debtors, assignment, verification, notice and other document in connection with any Pledged Collateral, (D) commence and prosecute any suit, action or proceeding at law or in equity in any court of competent jurisdiction to collect any Pledged Collateral and to enforce any other right in respect of any Pledged Collateral, (E) defend any suit, action or proceeding brought against the Company with respect to any Pledged Collateral, (F) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or releases as the Collateral Agent may deem appropriate, (G) assign any Copyright, Patent or Trademark (along with the goodwill of the business to which any such Trademark pertains) throughout the world for such term or terms, on such conditions, and in such manner as the Collateral Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment, (H) cure any default by the Company under any Assigned Agreement, and (I) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any Pledged Collateral as fully and completely as though the Collateral Agent were the absolute discretion owner thereof for all purposes, and do, at the Collateral Agent’s option and the Company’s expense, at any time, or from time to time, all acts and things that the Collateral Agent reasonably deems necessary to protect, preserve or realize upon the Pledged Collateral and the Collateral Agent’s and the other Secured Parties’ Liens thereon and to effect the intent of Filtrationthis Agreement, all as fully and effectively as the Company might do. The Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof, in each case with respect pursuant to all matters relating to this Agreement, including execution the powers granted hereunder. Upon the occurrence and delivery during the continuation of any amendment, supplement, modification a Trigger Event (or termination of this Agreement and any waiver of any claim as otherwise provided in Section 4.04 or right arising out of this Agreement, agreeing on the Service Charges from time to time and any adjustments thereto, and, in general, to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions, and other instruments contemplated by or deemed advisable to effectuate the provisions of this Section 8.14. In addition5.01), the Parties agree that: (a) this appointment Company hereby acknowledges and grant of power and authority is coupled with an interest and is in consideration of agrees that the mutual covenants made in this Agreement and is irrevocable and will not be terminated by any act of any Subsidiary that is a party or by operation of Law or by the occurrence of any other event. Each Subsidiary of Cummins that is a party to a Joinder Agreement hereby consents Collateral Agent shall have no fiduciary duties to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Cummins Company in acting pursuant to this Section 8.14, and each Subsidiary of Filtration that is a party to a Joinder Agreement hereby consents to the taking of any and all actions power-of-attorney and the making Company hereby waives any claims or rights of all decisions required or permitted to be taken or made by Filtration pursuant to this Section 8.14. Each Subsidiary a beneficiary of Cummins that is a party to a Joinder Agreement agrees that Cummins shall have no obligation or Liability to any Person for any action taken or omitted by Cummins in good faith, and each Subsidiary of Filtration that is a party to a Joinder Agreement agrees that Filtration shall have no obligation or Liability to any Person for any action taken or omitted by Filtration in good faith; and (b) Cummins shall be entitled to rely upon any document or other paper delivered by Filtration as being authorized by each Subsidiary of Filtration that is a party to a Joinder Agreement, and Filtration shall be entitled to rely upon any document or other paper delivered by Cummins as being authorized by each Subsidiary of Cummins that is a party to a Joinder Agreementfiduciary relationship hereunder.

Attorney-in-Fact. Each Subsidiary Subject to the rights of Cummins that executes a Joinder Agreement designates and appoints Cummins the Pledgor under Section 2.05, the Pledgor hereby irrevocably appoints, for the purpose of Article 684 of the Brazilian Civil Code, the Brazilian Collateral Agent as such party’s agent and its attorney-in-fact with full power for the purposes of carrying out the provisions of this Agreement and authority taking any action and executing any instruments that the Brazilian Collateral Agent may deem necessary or advisable to act for accomplish the purposes of this Agreement, to preserve the validity, perfection and on behalf priority of such party in the absolute discretion of Cumminsliens granted by this Agreement and, following any Collateral Disposition Event, to exercise its rights, remedies, powers and each Subsidiary of Filtration that executes a Joinder Agreement designates and appoints Filtration privileges under this Agreement. This appointment as such party’s agent and attorney-in-fact is irrevocable and coupled with full power an interest. Without limiting the generality of the foregoing, the Brazilian Collateral Agent (acting in accordance with the provisions of the Indenture) shall be entitled under this Agreement, upon the occurrence and authority during the continuation of any Collateral Disposition Event, (i) to act ask, demand, collect, sue for, recover, receive and give receipt and discharge for amounts due and on behalf to become due under and in respect of such party all or any part of the Collateral; (ii) to receive, endorse and collect any drafts, instruments, documents and chattel paper in connection with clause (i) above; (iii) to file any claims or take any action or proceeding that the absolute discretion Brazilian Collateral Agent may deem necessary or advisable for the collection of Filtrationall or any part of the Collateral; and (iv) to execute, in each case connection with any sale or disposition of the Collateral under Sections 5.01 and 5.02, any endorsements, assignments, bills of sale or other instruments of conveyance or transfer with respect to all matters relating to this Agreement, including execution and delivery of or any amendment, supplement, modification or termination of this Agreement and any waiver of any claim or right arising out of this Agreement, agreeing on the Service Charges from time to time and any adjustments thereto, and, in general, to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions, and other instruments contemplated by or deemed advisable to effectuate the provisions of this Section 8.14. In addition, the Parties agree that: (a) this appointment and grant of power and authority is coupled with an interest and is in consideration part of the mutual covenants made in this Agreement and is irrevocable and will not be terminated by any act of any Subsidiary that is a party or by operation of Law or by the occurrence of any other event. Each Subsidiary of Cummins that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Cummins pursuant to this Section 8.14, and each Subsidiary of Filtration that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Filtration pursuant to this Section 8.14. Each Subsidiary of Cummins that is a party to a Joinder Agreement agrees that Cummins shall have no obligation or Liability to any Person for any action taken or omitted by Cummins in good faith, and each Subsidiary of Filtration that is a party to a Joinder Agreement agrees that Filtration shall have no obligation or Liability to any Person for any action taken or omitted by Filtration in good faith; and (b) Cummins shall be entitled to rely upon any document or other paper delivered by Filtration as being authorized by each Subsidiary of Filtration that is a party to a Joinder Agreement, and Filtration shall be entitled to rely upon any document or other paper delivered by Cummins as being authorized by each Subsidiary of Cummins that is a party to a Joinder AgreementCollateral.

Attorney-in-Fact. Each Subsidiary of Cummins that executes a Joinder Agreement designates and Issuer hereby irrevocably appoints Cummins the Collateral Agent as such partyIssuer’s agent and attorney-in-fact fact, with full power of substitution and with full authority to act for in the place and on behalf stead of and in the name of such party Issuer, the Collateral Agent, or otherwise, to take any action and to execute any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation: (a) to perform or cause the performance of any obligation of the Issuers hereunder; (b) 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 absolute discretion Collateral; (c) to receive, endorse, assign, and collect any and all checks, notes, drafts, and other negotiable and non-negotiable instruments, documents, and chattel paper in connection with clause (b) or (c) of Cumminsthis Section 3.6, and each Subsidiary Issuer waives notice of Filtration presentment, protest, and non-payment of any instrument, document, or chattel paper so endorsed or assigned; (d) to file any claims, take any action, or institute any proceedings that executes a Joinder Agreement designates the Collateral Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Collateral Agent or the Issuers with respect to any of the Collateral; (e) to sell, transfer, assign, or otherwise deal in or with the Collateral or the proceeds or avails thereof, as full and appoints Filtration effectually as if the Collateral Agent was the absolute owner thereof; (f) to receive, open, and dispose of all mail addressed to any of the Issuers and to notify postal authorities to change the address for delivery thereof to such partyaddress as the Collateral Agent may designate; and(g) to transmit to customers indebted on Accounts notice of the Collateral Agent’s agent interest therein and to notify customers indebted on Accounts to make payment directly to the Collateral Agent for the respective Issuer’s account . The Issuers hereby ratify and approve all acts of the Collateral Agent taken pursuant to the foregoing appointment, other than acts of the Collateral Agent constituting gross negligence or willful misconduct, and the Collateral Agent, as the Issuers’ attorney-in-fact, will not be liable for any acts of commission or omission, or for any error of judgment or mistake of fact or law, other than those that result from the Collateral Agent’s gross negligence or willful misconduct. The foregoing power, being coupled with full power and authority to act an interest, is irrevocable for and on behalf of such party in the absolute discretion of Filtration, in each case with respect to all matters relating to this Agreement, including execution and delivery of any amendment, supplement, modification or termination of so long as this Agreement remains in effect. The Issuers also authorize the Collateral Agent, at any time and any waiver of any claim or right arising out of this Agreement, agreeing on the Service Charges from time to time and any adjustments theretotime, and(i) to request from customers indebted on Accounts Receivable, in generalthe name of the Collateral Agent or the Issuers or that of the Collateral Agent’s designee, to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructionsinformation concerning the amounts owing on the Accounts Receivable, and other instruments contemplated by or deemed advisable (ii) to effectuate the provisions of this Section 8.14. In addition, the Parties agree that: (a) this appointment and grant of power and authority is coupled communicate in its own name with an interest and is in consideration of the mutual covenants made in this Agreement and is irrevocable and will not be terminated by any act of any Subsidiary that is a party or by operation of Law or by the occurrence of any other event. Each Subsidiary of Cummins that is a party to a Joinder Agreement hereby consents any contract, agreement or instrument included in the Collateral with regard to the taking assignment of any such contract, agreement or instrument and all actions and the making of all decisions required or permitted to be taken or made by Cummins pursuant to this Section 8.14, and each Subsidiary of Filtration that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Filtration pursuant to this Section 8.14. Each Subsidiary of Cummins that is a party to a Joinder Agreement agrees that Cummins shall have no obligation or Liability to any Person for any action taken or omitted by Cummins in good faith, and each Subsidiary of Filtration that is a party to a Joinder Agreement agrees that Filtration shall have no obligation or Liability to any Person for any action taken or omitted by Filtration in good faith; and (b) Cummins shall be entitled to rely upon any document or other paper delivered by Filtration as being authorized by each Subsidiary of Filtration that is a party to a Joinder Agreement, and Filtration shall be entitled to rely upon any document or other paper delivered by Cummins as being authorized by each Subsidiary of Cummins that is a party to a Joinder Agreementmatters relating thereto.

Attorney-in-Fact. Each Subsidiary of Cummins that executes a Joinder (a) Without limiting any rights or powers granted by this Agreement designates to the Collateral Agent, the Grantors hereby irrevocably constitutes and appoints Cummins the Collateral Agent and any officer or agent thereof, with full power of substitution, as such party’s agent its true and lawful attorney-in-fact with full irrevocable power and authority to act for and on behalf of such party in the absolute discretion place and stead of Cumminsthe Grantors and in the name of the Grantors or in its own name, at the Grantor’s sole cost and each Subsidiary expense, for the purpose of Filtration carrying out the provisions of this Agreement upon the occurrence and during the continuation of a Fundamental Event of Default, or otherwise as contemplated by Section 4.06 and Section 5.01, to (a) take any appropriate action and to execute any document or instrument that executes a Joinder may be necessary or desirable to accomplish the terms of this Agreement designates (including taking actions under any Consent to Assignment), (b) preserve the validity and appoints Filtration perfection of the Liens granted by this Agreement and (c) exercise its rights, remedies, powers and privileges under this Agreement (including taking actions under any Consent to Assignment). This appointment as such party’s agent and attorney-in-fact is irrevocable and coupled with full an interest. Without limiting the generality of the foregoing, the Grantors hereby give the Collateral Agent the power and authority to act for and right, on behalf of such party the Grantors, without notice to or assent by the Grantors, upon the occurrence and during the continuation of a Fundamental Event of Default (or as otherwise provided in Section 4.06 or Section 5.01), to: (i) ask, demand, collect, sue for, recover, receive and give receipt and discharge for amounts due and to become due under and in respect of all or any part of the Collateral, (ii) in the absolute discretion name of Filtrationany Grantor or its own name or otherwise, take possession of, receive and indorse and collect any check, Account, Chattel Paper, draft, note, acceptance or other Instrument for the payment of moneys due under any Account or general intangible, in each case with respect to any Collateral, (iii) file any claims or take any other action that the Collateral Agent may deem necessary or advisable for the collection of all matters relating to or any part of the Collateral, (iv) execute, in connection with any sale or disposition of the Collateral under this Agreement, including execution and delivery any endorsements, assignments, bills of sale or other instruments of conveyance or transfer with respect to all or any part of the Collateral, (v) in the case of any amendmentIntellectual Property constituting Collateral, supplementexecute and deliver, modification and have recorded, any agreement, instrument, document or termination paper as the Collateral Agent may request to evidence the Collateral Agent’s security interest in such Intellectual Property and the goodwill and general intangibles of any Grantor relating thereto or represented thereby, (vi) pay or discharge Taxes and Liens levied or placed on or threatened against the Collateral (other than a Lien of the type referenced in clause (a)(i) of the definition of Permitted Lien), effect any repair or pay or discharge any insurance called for by the terms of this Agreement or the other Secured Obligation Documents (including all or any part of the premiums therefor and the costs thereof), (vii) direct any waiver party liable for any payment under any Collateral to make payment of any claim moneys due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall direct, (viii) sign and indorse any invoice, freight or express bill, bill of lading, storage or warehouse receipt, draft against debtors, assignment, verification, notice or other document in connection with any Collateral, (ix) commence and prosecute any suit, action or proceeding at law or in equity in any court of competent jurisdiction to collect any Collateral and to enforce any other right arising out in respect of any Collateral, (x) defend any suit, action or proceeding brought against any Grantor with respect to any Collateral, (xi) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or releases as the Collateral Agent may deem appropriate, (xii) assign any Copyright, Patent or Trademark (along with the goodwill of the business to which any such Trademark pertains) constituting Collateral throughout the world for such term or terms, on such conditions and in such manner as the Collateral Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment, (xiii) cure any default by SusOils under any Assigned Agreement, and (xiv) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any Collateral as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes, and do, at the Collateral Agent’s option and the expense of the Grantors, at any time, or from time to time, all acts and things that the Collateral Agent reasonably deems necessary to protect, preserve or realize upon the Collateral and the Collateral Agent’s and the other Secured Parties’ Liens thereon and to effect the terms of this Agreement, agreeing on the Service Charges from time to time all as fully and effectively as any adjustments thereto, and, in general, to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions, and other instruments contemplated by or deemed advisable to effectuate the provisions of this Section 8.14. In addition, the Parties agree that: (a) this appointment and grant of power and authority is coupled with an interest and is in consideration of the mutual covenants made in this Agreement and is irrevocable and will not be terminated by any act of any Subsidiary that is a party or by operation of Law or by the occurrence of any other event. Each Subsidiary of Cummins that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Cummins pursuant to this Section 8.14, and each Subsidiary of Filtration that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Filtration pursuant to this Section 8.14. Each Subsidiary of Cummins that is a party to a Joinder Agreement agrees that Cummins shall have no obligation or Liability to any Person for any action taken or omitted by Cummins in good faith, and each Subsidiary of Filtration that is a party to a Joinder Agreement agrees that Filtration shall have no obligation or Liability to any Person for any action taken or omitted by Filtration in good faith; andGrantor might do. (b) Cummins Each Grantor hereby ratifies all that said attorney shall lawfully do or cause to be entitled done by virtue hereof, in each case pursuant to rely upon the powers granted hereunder. Upon the occurrence and during the continuation of a Fundamental Event of Default (or as otherwise provided in Section 4.06 or Section 5.01), the Grantors hereby acknowledge and agree that the Collateral Agent shall have no fiduciary duties to the Grantors in acting pursuant to this power of attorney and the Grantors hereby waive any document claims or other paper delivered by Filtration as being authorized by each Subsidiary rights of Filtration that is a party to beneficiary of a Joinder Agreement, and Filtration shall be entitled to rely upon any document or other paper delivered by Cummins as being authorized by each Subsidiary of Cummins that is a party to a Joinder Agreementfiduciary relationship hereunder.

Attorney-in-Fact. Each Subsidiary (a) Subject to the rights of Cummins that executes a Joinder Agreement designates Obligor under Sections 2.06, 2.07, 2.08 and 2.09, each Obligor hereby appoints Cummins as such party’s agent and the Administrative Agent its attorney-in-fact with full power effective on the Signing Date and authority terminating upon the termination of this Agreement for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instruments that the Administrative Agent may deem necessary or advisable to act for accomplish the purposes of this Agreement, to preserve the validity, perfection and on behalf priority (subject only to Liens permitted under Section 7.10 of such party in the absolute discretion Credit Agreement) of Cumminsthe Liens granted by this Agreement and, following any Default, to exercise its rights, remedies, powers and each Subsidiary of Filtration that executes a Joinder Agreement designates and appoints Filtration privileges under this Agreement. This appointment as such party’s agent and attorney-in-fact is irrevocable and coupled with full power an interest. Without limiting the generality of the foregoing, the Administrative Agent shall be entitled under this Agreement upon the occurrence and authority to act for and on behalf continuation of such party in the absolute discretion any Event of FiltrationDefault (or, in each case respect of Section 3.01, any Default) (i) to ask, demand, collect, xxx for, recover, receive and give receipt and discharge for amounts due and to become due under and in respect of all or any part of the Collateral; (ii) to receive, endorse and collect any Instruments or other drafts, instruments, documents and chattel paper in connection with clause (i) above (including any draft or check representing the proceeds of insurance or the return of unearned premiums); (iii) to file any claims or take any action or proceeding that the Administrative Agent may deem necessary or advisable for the collection of all or any part of the Collateral, including the collection of any compensation due and to become due under any contract or agreement with respect to all matters relating or any part of the Collateral; and (iv) to this Agreementexecute, including execution in connection with any sale or disposition of the Collateral under Section 6.01, any endorsements, assignments, bills of sale or other instruments of conveyance or transfer with respect to all or any part of the Collateral. (b) Without limiting the rights and delivery powers of any amendmentthe Administrative Agent under Section 2.05(a), supplementeach Obligor hereby appoints the Administrative Agent as its attorney-in-fact, modification or effective the Signing Date and terminating upon the termination of this Agreement and any waiver of any claim or right arising out of this Agreement, agreeing for the purpose of (i) executing on behalf of that Obligor title or ownership applications for filing with appropriate state agencies to enable Motor Vehicles now owned or in the future acquired by that Obligor to be retitled and the Administrative Agent to be listed as lienholder as to those Motor Vehicles, (ii) filing such applications with such state agencies and (iii) executing such other documents and instruments on behalf of, and taking such other action in the name of, that Obligor as the Administrative Agent may deem necessary or advisable to accomplish the purposes of this Agreement (including the purpose of creating in favor of the Administrative Agent a perfected Lien on the Service Charges from time to time Motor Vehicles and any adjustments theretoexercising the rights, andremedies, in general, to do all things powers and to perform all acts, including executing privileges of the Administrative Agent under Section 6.01). This appointment as attorney-in-fact is irrevocable and delivering all agreements, certificates, receipts, instructions, and other instruments contemplated by or deemed advisable to effectuate the provisions of this Section 8.14. In addition, the Parties agree that: (a) this appointment and grant of power and authority is coupled with an interest and is in consideration of the mutual covenants made in this Agreement and is irrevocable and will not be terminated by any act of any Subsidiary that is a party or by operation of Law or by the occurrence of any other event. Each Subsidiary of Cummins that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Cummins pursuant to this Section 8.14, and each Subsidiary of Filtration that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Filtration pursuant to this Section 8.14. Each Subsidiary of Cummins that is a party to a Joinder Agreement agrees that Cummins shall have no obligation or Liability to any Person for any action taken or omitted by Cummins in good faith, and each Subsidiary of Filtration that is a party to a Joinder Agreement agrees that Filtration shall have no obligation or Liability to any Person for any action taken or omitted by Filtration in good faith; and (b) Cummins shall be entitled to rely upon any document or other paper delivered by Filtration as being authorized by each Subsidiary of Filtration that is a party to a Joinder Agreement, and Filtration shall be entitled to rely upon any document or other paper delivered by Cummins as being authorized by each Subsidiary of Cummins that is a party to a Joinder Agreementinterest.

Attorney-in-Fact. Each Subsidiary (a) Borrower hereby appoints Holder the attorney in fact of Cummins Borrower for the purpose of carrying out the provisions of this Note and the Assignment and taking any action and executing any instruments which Holder may deem necessary or advisable to accomplish the purposes of this Note and the Assignment, to preserve the validity, perfection and priority of the liens granted by the Assignment and, following any default, to exercise its rights, remedies, powers and privileges under this Note and the Assignment. This appointment as attorney in fact is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, Holder shall be entitled under this Note and the Assignment upon the occurrence and continuation of any Event of Default (i) to make, sign, file and record any security instruments, (ii) to ask, demand, collect, sxx for, recover, receive and give receipt and discharge for amounts due and to become due under and in respect of all or any part of the Collateral; (iii) to receive, endorse and collect any instruments or other drafts, instruments, documents and chattel paper in connection with clause (ii) above (including any draft or check representing the proceeds of insurance or the return of unearned premiums); (iv) to file any claims or take any action or proceeding that executes a Joinder Agreement designates Holder may deem necessary or advisable for the collection of all or any part of the Collateral, including the collection of any compensation due and appoints Cummins as such party’s agent and attorney-in-fact with full power and authority to act for and on behalf of such party in the absolute discretion of Cummins, and each Subsidiary of Filtration that executes a Joinder Agreement designates and appoints Filtration as such party’s agent and attorney-in-fact with full power and authority to act for and on behalf of such party in the absolute discretion of Filtration, in each case become due under any contract or agreement with respect to all matters relating or any part of the Collateral; and (v) to this Agreement, including execution and delivery of any amendment, supplement, modification or termination of this Agreement and any waiver of any claim or right arising out of this Agreement, agreeing on the Service Charges from time to time and any adjustments thereto, andexecute, in generalconnection with any sale or disposition of the Collateral, to do all things and to perform all actsany endorsements, including executing and delivering all agreementsassignments, certificates, receipts, instructions, and bills of sale or other instruments contemplated by of conveyance or deemed advisable transfer with respect to effectuate the provisions of this Section 8.14. In addition, the Parties agree that: (a) this appointment and grant of power and authority is coupled with an interest and is in consideration all or any part of the mutual covenants made in this Agreement and is irrevocable and will not be terminated by any act of any Subsidiary that is a party or by operation of Law or by the occurrence of any other event. Each Subsidiary of Cummins that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Cummins pursuant to this Section 8.14, and each Subsidiary of Filtration that is a party to a Joinder Agreement hereby consents to the taking of any and all actions and the making of all decisions required or permitted to be taken or made by Filtration pursuant to this Section 8.14. Each Subsidiary of Cummins that is a party to a Joinder Agreement agrees that Cummins shall have no obligation or Liability to any Person for any action taken or omitted by Cummins in good faith, and each Subsidiary of Filtration that is a party to a Joinder Agreement agrees that Filtration shall have no obligation or Liability to any Person for any action taken or omitted by Filtration in good faith; andCollateral. (b) Cummins shall be entitled to rely Without limiting the rights and powers of Holder under Section 1.7(a), Borrower hereby appoints Holder as its attorney in fact, effective date hereof and terminating upon any document or other paper delivered by Filtration as being authorized by each Subsidiary the satisfaction in full of Filtration that is a party to a Joinder Agreementthe Obligation, for the purpose of (i) preparing, executing on behalf of Borrower, filing, and Filtration shall be entitled recording collateral assignment and financing statement documents with appropriate state and county agencies to rely upon any document perfect and enforce the liens granted by the Assignment, (ii) filing such applications with such state agencies and (iii) executing such other documents and instruments on behalf of, and taking such other action in the name of, Borrower as Holder may deem necessary or other paper delivered by Cummins advisable to accomplish the purposes of this Note and the Assignment (including the purpose of creating in favor of Holder a perfected lien on the property and exercising the rights and remedies of Holder hereunder). This appointment as being authorized by each Subsidiary of Cummins that attorney in fact is a party to a Joinder Agreementirrevocable and coupled with an interest.