Common use of BANK’S RIGHTS AS TO COLLATERAL; POWER OF ATTORNEY Clause in Contracts

BANK’S RIGHTS AS TO COLLATERAL; POWER OF ATTORNEY. At any time or times, at the expense of the Obligors, the Bank may in its discretion, before the occurrence of an Event of Default as defined in Section 5.01 hereof in the case of (A), (C), (E), (F) or (H) below, or after the occurrence of an Event of Default in the case of (B), (D), (G) or (I) below, in its own name or in the name of its nominee or of any Obligor, do any or all things and take any and all actions that are pertinent to the protection of the Bank’s interest hereunder and are lawful under applicable law, so long as such rights are exercised in good faith and in a commercially reasonable manner, including, but not limited to, the following: (A) Terminate any waiver, consent or forbearance given in connection with this Agreement; provided, however, any Event of Default which may result as a consequence of the termination of any such waiver, consent or forbearance shall not be deemed to have occurred unless such Event of Default has not been cured within three days following the termination of such waiver, consent or forbearance; (B) Notify obligors on any Collateral to make payments or render performance thereon directly to the Bank; (C) Endorse any Collateral in any Obligor’s name; (D) Enter into any extension, compromise, settlement, or other agreement relating to or affecting any Collateral; (E) Take any action any Obligor is required to take or which is otherwise reasonably necessary to file a financing statement, take possession of Collateral as described in Section 3.05(A) of this Agreement, obtain control of Collateral or otherwise perfect a security interest in any or all of the Collateral. (F) Take any action any Obligor is permitted to take in connection with the Collateral that is pertinent to the protection of the Bank’s interest hereunder, to the same extent as if the Bank were the originator of the Collateral; (G) Take control of any funds or other proceeds generated by the Collateral and use the same to reduce Liabilities as they become due; (H) Cause the Government and Agency Securities Collateral and the Other Securities Collateral to be transferred to its name or the name of its nominee; and (I) Cause the Collateral to be transferred to its name or the name of its nominee. Each Obligor hereby appoints the Bank as its true and lawful attorney, for and on behalf of the Obligor and in its name, place and stead, to prepare, execute and record endorsements and assignments to the Bank of all or any item of Collateral, giving or granting to the Bank, as such attorney, full power and authority to do or perform every lawful act necessary or proper in connection therewith as fully as the Obligor might or could do. Each Obligor hereby ratifies and confirms all that the Bank shall lawfully do or cause to be done by virtue of this special power of attorney. This special power of attorney is granted for a period commencing on the date hereof and continuing until the discharge of all Liabilities and all obligations of the Obligors hereunder regardless of any default by any Obligor, is coupled with an interest, and is irrevocable for the period granted. This special power of attorney may be exercised only in accordance with the terms and provisions of this Agreement.

BANK’S RIGHTS AS TO COLLATERAL; POWER OF ATTORNEY. At any time or times, at the expense of the ObligorsMember, the Bank may in may, at its discretion, before or after the occurrence of an Event of Default as defined in Section 5.01 hereof in the case of (A), (C), (E), (F) or (H) below, or after the occurrence of an Event of Default in the case of (B), (D), (G) or (I) below4.01 hereof, in its own name or in the name of its nominee or of any Obligorthe Member, do any or all things and take any and all actions that are pertinent to the protection of the Bank’s interest 's interests hereunder and which are lawful under applicable lawthe laws of the State of Indiana, so long as such or the laws of any jurisdiction under which the Bank may be exercising its rights are exercised in good faith and in a commercially reasonable mannerhereunder, including, but not limited to, including the following: : (Aa) Terminate any waiverconsent given hereunder; (b) With advance notice to Member (or its legal successor), consent or forbearance given in connection with this Agreement; provided, however, any Event of Default which may result as a consequence of the termination of any such waiver, consent or forbearance shall not be deemed to have occurred unless such Event of Default has not been cured within three days following the termination of such waiver, consent or forbearance; (B) Notify notify obligors on any Collateral to make payments or render performance thereon directly to the Bank; ; (Cc) Endorse any Collateral in any Obligor’s the Member's name; : (Dd) Enter into any extension, compromise, settlement, or other agreement relating to or affecting any Collateral; ; (Ee) Take any action any Obligor the Member is required to take or which is otherwise reasonably necessary to file to: (i) sign and record a financing statement, take possession of Collateral as described in Section 3.05(A) of this Agreement, obtain control of Collateral statement or otherwise perfect a security interest in any or all of the Collateral. ; or (Fii) Take any action any Obligor is permitted to take in connection with the Collateral that is pertinent to the protection of the Bank’s interest hereunderobtain, to the same extent as if the Bank were the originator of preserve, protect, enforce or collect the Collateral; ; (Gf) Take control of any funds or other proceeds generated by the Collateral and use the same to reduce Liabilities Indebtedness as they become it becomes due; ; and (H) Cause the Government and Agency Securities Collateral and the Other Securities Collateral to be transferred to its name or the name of its nominee; and (Ig) Cause the Collateral to be transferred to its name or the name of its nominee. Each Obligor The Member hereby appoints the Bank as its true and lawful attorney, with full power of substitution, for and on behalf of the Obligor Member and in its name, place and stead, to prepare, execute and record endorsements and assignments to the Bank of all or any item of Collateral, giving or granting to the Bank, as such attorney, full power and authority to do or perform every lawful act necessary or proper in connection therewith as fully as the Obligor Member might or could do. Each Obligor The Member hereby ratifies and confirms all that the Bank shall lawfully do or cause to be done by virtue of this special power of attorney. This special power of attorney is granted for a period commencing on the date hereof and continuing until the discharge of all Liabilities Indebtedness and all obligations of the Obligors Member hereunder regardless of any default by any Obligorthe Member, is coupled with an interest, interest and is irrevocable for the period granted. This special power of attorney may be exercised only in accordance with the terms and provisions of this AgreementSection 3.11.

BANK’S RIGHTS AS TO COLLATERAL; POWER OF ATTORNEY. At any time or times, at the expense of the ObligorsMember, the Bank may in its discretion, before or after the occurrence of an Event of Default as defined in Section 5.01 hereof in the case of (A), (C), (E), (F) or (H) below, or after the occurrence of an Event of Default in the case of (B), (D), (G) or (I) below4.01 hereof, in its own name or in the name of its nominee or of any Obligorthe Member, do any or all things and take any and all actions that are pertinent to the protection of the Bank’s interest hereunder and are lawful under applicable law, so long as such rights are exercised in good faith and in a commercially reasonable mannerthe laws of the State of Georgia, including, but not limited to, the following: (A) Terminate any waiver, consent or forbearance given in connection with this Agreement; provided, however, any Event of Default which may result as a consequence of the termination of any such waiver, consent or forbearance shall not be deemed to have occurred unless such Event of Default has not been cured within three days following the termination of such waiver, consent or forbearancehereunder; (B) Notify obligors on any Collateral to make payments or render performance thereon directly to the Bank; (C) Endorse any Collateral in any Obligorthe Member’s name; (D) Enter into any extension, compromise, settlement, or other agreement relating to or affecting any Collateral; (E) Take any action any Obligor the Member is required to take or which is otherwise reasonably necessary to file (1) sign and record a financing statement, take possession of Collateral as described in Section 3.05(A) of this Agreement, obtain control of Collateral statement or otherwise perfect a security interest in any or all of the Collateral. Collateral or (F2) Take any action any Obligor is permitted to take in connection with the Collateral that is pertinent to the protection of the Bank’s interest hereunderobtain, to the same extent as if the Bank were the originator of preserve, protect, enforce or collect the Collateral; (GF) Take control of any funds or other proceeds generated by the Collateral and use the same to reduce Liabilities Indebtedness as they become it becomes due; (H) Cause the Government and Agency Securities Collateral and the Other Securities Collateral to be transferred to its name or the name of its nominee; and (IG) Cause the Collateral to be transferred to its name or the name of its nominee. Each Obligor The Member hereby appoints the Bank as its true and lawful attorney, for and on behalf of the Obligor Member and in its name, place and stead, to prepare, execute and record endorsements and assignments to the Bank of all or any item of Collateral, giving or granting to the Bank, as such attorney, full power and authority to do or perform every lawful act necessary or proper in connection therewith as fully as the Obligor Member might or could do. Each Obligor The Member hereby ratifies and confirms all that the Bank shall lawfully do or cause to be done by virtue of this special power of attorney. This special power of attorney is granted for a period commencing on the date hereof and continuing until the discharge of all Liabilities Indebtedness and all obligations of the Obligors Member hereunder regardless of any default by any Obligorthe Member, is coupled with an interest, and is irrevocable for the period granted. This special power of attorney may be exercised only in accordance with the terms and provisions of this Agreement.

BANK’S RIGHTS AS TO COLLATERAL; POWER OF ATTORNEY. At any time or times, at the expense of the ObligorsMember, the Bank may in may, at its discretion, before or after the occurrence of an Event of Default as defined in Section 5.01 hereof in the case of (A), (C), (E), (F) or (H) below, or after the occurrence of an Event of Default in the case of (B), (D), (G) or (I) below4.01 hereof, in its own name or in the name of its nominee or of any Obligorthe Member, do any or all things and take any and all actions that are pertinent to the protection of the Bank’s interest 's interests hereunder and which are lawful under applicable lawthe laws of the State of Indiana, so long as such or the laws of any jurisdiction under which the Bank may be exercising its rights are exercised in good faith and in a commercially reasonable mannerhereunder, including, but not limited to, including the following: (Aa) Terminate any waiver, consent or forbearance given in connection with this Agreement; provided, however, any Event of Default which may result as a consequence of the termination of any such waiver, consent or forbearance shall not be deemed to have occurred unless such Event of Default has not been cured within three days following the termination of such waiver, consent or forbearancehereunder; (Bb) Notify With advance notice to Member (or its legal successor), notify obligors on any Collateral to make payments or render performance thereon directly to the Bank; (Cc) Endorse any Collateral in any Obligor’s the Member's name; (Dd) Enter into any extension, compromise, settlement, or other agreement relating to or affecting any Collateral; (Ee) Take any action any Obligor the Member is required to take or which is otherwise reasonably necessary to file to: (I) sign and record a financing statement, take possession of Collateral as described in Section 3.05(A) of this Agreement, obtain control of Collateral statement or otherwise perfect a security interest in any or all of the Collateral. collateral; or (FII) Take any action any Obligor is permitted to take in connection with the Collateral that is pertinent to the protection of the Bank’s interest hereunderobtain, to the same extent as if the Bank were the originator of preserve, protect, enforce or collect the Collateral; (Gf) Take control of any funds or other proceeds generated by the Collateral and use the same to reduce Liabilities indebtedness as they become it becomes due; (H) Cause the Government and Agency Securities Collateral and the Other Securities Collateral to be transferred to its name or the name of its nominee; and (Ig) Cause the Collateral to be transferred to its name or the name of its nominee. Each Obligor The Member hereby appoints the Bank as its true and lawful attorney, with full power of substitution, for and on behalf of the Obligor Member and in its name, place and stead, to prepare, execute and record endorsements and assignments to the Bank of all or any item of Collateral, giving or granting to the Bank, as such attorney, full power and authority to do or perform every lawful act necessary or proper in connection therewith as fully as the Obligor Member might or could do. Each Obligor The Member hereby ratifies and confirms all that the Bank shall lawfully do or cause to be done by virtue of this special power of attorney. This special power of attorney is granted for a period commencing on the date hereof and continuing until the discharge of all Liabilities indebtedness and all obligations of the Obligors Member hereunder regardless of any default by any Obligorthe Member, is coupled with an interest, interest and is irrevocable for the period granted. This special power of attorney may be exercised only in accordance with the terms and provisions of this Agreement.

BANK’S RIGHTS AS TO COLLATERAL; POWER OF ATTORNEY. At any time or times, at the expense of the ObligorsMember, the Bank may may, in its discretion, before or after the occurrence of an Event of Default as defined in Section 5.01 hereof in the case of (A), (C), (E), (F) or (H) below, or after the occurrence of an Event of Default in the case of (B), (D), (G) or (I) below4.01 hereof, in its own name or in the name of its nominee or of any Obligorthe Member, do any or all things and take any and all actions that are pertinent to the protection of the Bank’s interest interests hereunder and are lawful under applicable lawthe laws of the Commonwealth of Pennsylvania, so long as such or the laws of any jurisdiction under which the Bank may be exercising its rights are exercised in good faith and in a commercially reasonable mannerhereunder, including, but not limited to, including the following: (Aa) Terminate any waiver, consent or forbearance given in connection with this Agreement; provided, however, any Event of Default which may result as a consequence of the termination of any such waiver, consent or forbearance shall not be deemed to have occurred unless such Event of Default has not been cured within three days following the termination of such waiver, consent or forbearancehereunder; (Bb) Notify obligors on any Collateral to make payments or render performance thereon directly to the Bank; (Cc) Endorse any Collateral in any Obligorthe Member’s name; (Dd) Enter into any extension, compromise, settlement, or other agreement relating to or affecting any Collateral; (Ee) Take any action any Obligor the Member is required to take or which is otherwise reasonably necessary to file to: (i) sign and record a financing statement, take possession of Collateral as described in Section 3.05(A) of this Agreement, obtain control of Collateral statement or otherwise perfect a security interest in any or all of the Collateral. ; or (Fii) Take any action any Obligor is permitted to take in connection with the Collateral that is pertinent to the protection of the Bank’s interest hereunderobtain, to the same extent as if the Bank were the originator of preserve, protect, enforce or collect the Collateral; (Gf) Take control of any funds or other proceeds generated by the Collateral and use the same to reduce Liabilities Indebtedness as they become it becomes due; (H) Cause the Government and Agency Securities Collateral and the Other Securities Collateral to be transferred to its name or the name of its nominee; and (Ig) Cause the Collateral to be transferred to its name or the name of its nominee. Each Obligor The Member hereby appoints the Bank as its true and lawful attorney, with full power of substitution, for and on behalf of the Obligor Member and in its name, place and stead, to prepare, execute and record endorsements and assignments to the Bank of all or any item of Collateral, giving or granting to the Bank, as such attorney, full power and authority to do or perform every lawful act necessary or proper in connection therewith as fully as the Obligor Member might or could do. Each Obligor The Member hereby ratifies and confirms all that the Bank shall lawfully do or cause to be done by virtue of this special power of attorney. This special power of attorney is granted for a period commencing on the date hereof and continuing until the discharge of all Liabilities Indebtedness and all obligations of the Obligors Member hereunder regardless of any default by any Obligorthe Member, is coupled with an interest, interest and is irrevocable for the period granted. This special power of attorney may be exercised only in accordance with the terms and provisions of this Agreement.

BANK’S RIGHTS AS TO COLLATERAL; POWER OF ATTORNEY. (a) At any time or timestime, at the expense of the ObligorsMember, the Bank may in its reasonable and good faith discretion, before after the occurrence and during the continuation of an Event of Default as defined in Section 5.01 hereof in the case of (A), (C), (E), (F) or (H) below, or after the occurrence of an Event of Default in the case of (B), (D), (G) or (I) belowDefault, in its own name or in the name of its nominee or of any Obligorthe Member, do any or all things and take any and all reasonable and good faith actions that are pertinent to the protection of the Bank’s interest hereunder and and, if such actions are subject to the laws of a state, are lawful under applicable law, so long as such rights are exercised in good faith and in a commercially reasonable manner, the laws of the State of Illinois including, but not limited to, to the following: (A1) Terminate any waiver, consent or forbearance given in connection with this Agreement; provided, however, any Event of Default which may result as a consequence of the termination of any such waiver, consent or forbearance shall not be deemed to have occurred unless such Event of Default has not been cured within three days following the termination of such waiver, consent or forbearancehereunder; (B2) Notify obligors on any Collateral to make payments or render performance thereon directly to the Bank or the Bank’s nominee or servicer; (C3) Endorse any Collateral in any Obligor’s nameon behalf of the Member; (D4) Enter into any extension, compromise, settlement, release, renewal, exchange, or other agreement relating to or affecting any Collateral; (E5) Take any action any Obligor the Member is required to take or which is otherwise reasonably necessary to (A) file a financing statement, take possession of Collateral as described in Section 3.05(A) of this Agreement, obtain control of Collateral statement or otherwise perfect a security interest in any or all of the Collateral. Collateral or (FB) Take any action any Obligor is permitted to take in connection with the Collateral that is pertinent to the protection of the Bank’s interest hereunderobtain, to the same extent as if the Bank were the originator of preserve, protect, enforce, or collect the Collateral; (G6) Take control of any funds or other proceeds generated by the Collateral and use the same to reduce Liabilities Indebtedness as they become due; it becomes due (H) Cause or hold the Government and Agency Securities Collateral and the Other Securities Collateral to be transferred to its name or the name of its nomineesame as Additional Collateral); and (I7) Cause the Collateral to be transferred to its name or the name of its nominee. (b) In connection with entering into this Agreement, the Member has executed a power of attorney substantially in the form of Exhibit A hereto. Each Obligor hereby appoints In exercising its rights under the power of attorney, the Bank as its true is limited by the provisions of Section 3.07(a) and lawful attorney, for and on behalf may only take reasonable actions that are pertinent to the protection of the Obligor and in its nameBank’s interest under this Agreement. Further, place and stead, to prepare, execute and record endorsements and assignments to the Bank of all or any item of Collateral, giving or granting to the Bank, as such attorney, full power and authority to do or perform every lawful act necessary or proper in connection therewith as fully as the Obligor might or could do. Each Obligor hereby ratifies and confirms all that the Bank shall lawfully do or cause to be done by virtue of this special power of attorney. This special only exercise its rights under such power of attorney is granted for a period commencing on if it reasonably believes in good faith that the date hereof and continuing until the discharge prospect of all Liabilities and all obligations of the Obligors hereunder regardless payment or performance of any default obligations or any performance under this Agreement by any Obligor, the Member is coupled with materially impaired or an interest, Event of Default under this Agreement shall have occurred and is irrevocable for the period granted. This special power of attorney may shall be exercised only in accordance with the terms and provisions of this Agreementcontinuing.

BANK’S RIGHTS AS TO COLLATERAL; POWER OF ATTORNEY. At any time or times, at the expense of the ObligorsMember, the Bank may in may, at its discretion, before or after the occurrence of an Event of Default as defined in Section 5.01 hereof in the case of (A), (C), (E), (F) or (H) below, or after the occurrence of an Event of Default in the case of (B), (D), (G) or (I) below4.01 hereof, in its own name or in the name of its nominee or of any Obligorthe Member, do any or all things and take any and all actions that are pertinent to the protection of the Bank’s interest 's interests hereunder and which are lawful under applicable lawthe laws of the State of Indiana, so long as such or the laws of any jurisdiction under which the Bank may be exercising its rights are exercised in good faith and in a commercially reasonable mannerhereunder, including, but not limited to, including the following: (Aa) Terminate any waiver, consent or forbearance given in connection with this Agreement; provided, however, any Event of Default which may result as a consequence of the termination of any such waiver, consent or forbearance shall not be deemed to have occurred unless such Event of Default has not been cured within three days following the termination of such waiver, consent or forbearancehereunder; (Bb) Notify With advance notice to Member (or its legal successor), notify obligors on any Collateral to make payments or render performance thereon directly to the Bank; (Cc) Endorse any Collateral in any Obligor’s the Member's name; (Dd) Enter into any extension, compromise, settlement, or other agreement relating to or affecting any Collateral; (Ee) Take any action any Obligor the Member is required to take or which is otherwise reasonably necessary to file to: (i) sign and record a financing statement, take possession of Collateral as described in Section 3.05(A) of this Agreement, obtain control of Collateral statement or otherwise perfect a security interest in any or all of the Collateral. collateral; or (Fii) Take any action any Obligor is permitted to take in connection with the Collateral that is pertinent to the protection of the Bank’s interest hereunderobtain, to the same extent as if the Bank were the originator of preserve, protect, enforce or collect the Collateral; (Gf) Take control of any funds or other proceeds generated by the Collateral and use the same to reduce Liabilities indebtedness as they become it becomes due; (H) Cause the Government and Agency Securities Collateral and the Other Securities Collateral to be transferred to its name or the name of its nominee; and (Ig) Cause the Collateral to be transferred to its name or the name of its nominee. Each Obligor The Member hereby appoints the Bank as its true and lawful attorney, with full power of substitution, for and on behalf of the Obligor Member and in its name, place and stead, to prepare, execute and record endorsements and assignments to the Bank of all or any item of Collateral, giving or granting to the Bank, as such attorney, full power and authority to do or perform every lawful act necessary or proper in connection therewith as fully as the Obligor Member might or could do. Each Obligor The Member hereby ratifies and confirms all that the Bank shall lawfully do or cause to be done by virtue of this special power of attorney. This special power of attorney is granted for a period commencing on the date hereof and continuing until the discharge of all Liabilities indebtedness and all obligations of the Obligors Member hereunder regardless of any default by any Obligorthe Member, is coupled with an interest, interest and is irrevocable for the period granted. This special power of attorney may be exercised only in accordance with the terms and provisions of this Agreement.

BANK’S RIGHTS AS TO COLLATERAL; POWER OF ATTORNEY. At any time ------------------------------------------------- or times, at the expense of the Obligors, the Bank may in its discretion, before the occurrence of an Event of Default as defined in Section 5.01 hereof in the case of (A), (C), (E), (F) or (H) below, or after the occurrence of an Event of Default in the case of (B), (D), (G) or (I) below, in its own name or in the name of its nominee or of any Obligor, do any or all things and take any and all actions that are pertinent to the protection of the Bank’s 's interest hereunder and are lawful under applicable law, so long as such rights are exercised in good faith and in a commercially reasonable manner, including, but not limited to, the following: (A) Terminate any waiver, consent or forbearance given in connection with this Agreement; provided, however, any Event of Default which may result as a consequence of the termination of any such waiver, consent or forbearance shall not be deemed to have occurred unless such Event of Default has not been cured within three days following the termination of such waiver, consent or forbearance; (B) Notify obligors on any Collateral to make payments or render performance thereon directly to the Bank; (C) Endorse any Collateral in any Obligor’s 's name; (D) Enter into any extension, compromise, settlement, or other agreement relating to or affecting any Collateral; (E) Take any action any Obligor is required to take or which is otherwise reasonably necessary to file a financing statement, take possession of Collateral as described in Section 3.05(A) of this Agreement, obtain control of Collateral or otherwise perfect a security interest in any or all of the Collateral. (F) Take any action any Obligor is permitted to take in connection with the Collateral that is pertinent to the protection of the Bank’s 's interest hereunder, to the same extent as if the Bank were the originator of the Collateral; (G) Take control of any funds or other proceeds generated by the Collateral and use the same to reduce Liabilities as they become due; (H) Cause the Government and Agency Securities Collateral and the Other Securities Collateral to be transferred to its name or the name of its nominee; and (I) Cause the Collateral to be transferred to its name or the name of its nominee. Each Obligor hereby appoints the Bank as its true and lawful attorney, for and on behalf of the Obligor and in its name, place and stead, to prepare, execute and record endorsements and assignments to the Bank of all or any item of Collateral, giving or granting to the Bank, as such attorney, full power and authority to do or perform every lawful act necessary or proper in connection therewith as fully as the Obligor might or could do. Each Obligor hereby ratifies and confirms all that the Bank shall lawfully do or cause to be done by virtue of this special power of attorney. This special power of attorney is granted for a period commencing on the date hereof and continuing until the discharge of all Liabilities and all obligations of the Obligors hereunder regardless of any default by any Obligor, is coupled with an interest, and is irrevocable for the period granted. This special power of attorney may be exercised only in accordance with the terms and provisions of this Agreement.

BANK’S RIGHTS AS TO COLLATERAL; POWER OF ATTORNEY. At any time or times, at the expense of the ObligorsMember, the Bank may in its discretion, before the occurrence of an Event of Default as defined in Section 5.01 hereof in the case of (A), (C), (E), (F) or (H) below, or after the occurrence of an Event of Default in the case of (B), (D), (G) or (I) belowDefault, in its own name or in the name of its nominee or of any Obligorthe Member, do any or all things and take any and all actions that are pertinent to the protection of the Bank’s interest interests hereunder and and, if such actions are subject to the laws of a state, are lawful under applicable lawthe laws of the State of California, so long as such rights are exercised in good faith and in a commercially reasonable manner, including, but not limited toincluding without limitation, the following: (A1) Terminate any waiver, consent or forbearance given in connection with this Agreement; provided, however, any Event of Default which may result as a consequence of the termination of any such waiver, consent or forbearance shall not be deemed to have occurred unless such Event of Default has not been cured within three days following the termination of such waiver, consent or forbearancehereunder; (B2) Notify obligors on any Collateral to make payments or render performance thereon directly to the Bank; (C3) Endorse and assign, as applicable, any Collateral that is in any Obligorthe Member’s name or that has been endorsed and assigned by others to the Member’s name; (D4) Enter into any extension, compromise, settlement, or other agreement relating to or affecting any Collateral; (E5) Take any action any Obligor the Member is required to take or which that is otherwise reasonably necessary necessary: (a) to file a financing statement, take possession of Collateral as described in Section 3.05(A) of this Agreement, obtain control of Collateral statement or otherwise perfect a security interest in any or all of the Collateral. , or (Fb) Take any action any Obligor is permitted to take in connection with the Collateral that is pertinent to the protection of the Bank’s interest hereunderobtain, to the same extent as if the Bank were the originator of preserve, protect, enforce, or collect the Collateral; (G6) Take control of any funds or other proceeds generated by or arising from the Collateral and use the same to reduce Liabilities Indebtedness as they become it becomes due; (H) Cause the Government and Agency Securities Collateral and the Other Securities Collateral to be transferred to its name or the name of its nominee; and (I7) Cause the Collateral to be transferred to its the name of the Member, the name of the Bank or the name of its the Bank’s nominee. Each Obligor In accordance with the foregoing, the Member hereby appoints the Bank as its true and lawful attorney, for and on behalf of the Obligor Member and in its name, place place, and stead, to prepare, execute execute, and record endorsements and assignments to the Bank of all or any item of Collateral (including the identification and listing of Loan Collateral), giving or and granting to the Bank, as such attorney, full power and authority to do or perform every lawful act necessary or proper in connection therewith as fully as the Obligor Member could or might or could do. Each Obligor The Member hereby ratifies and confirms all that the Bank shall lawfully do does or cause causes to be done now or in the future by virtue of this special power of attorney. This special power of attorney is granted for a period commencing on the date hereof and continuing until the discharge of all Liabilities Indebtedness and all obligations of the Obligors Member hereunder regardless of any default by any Obligorthe Member, is coupled with an interest, and is irrevocable for the period granted. This special power As the Member’s true and lawful attorney-in-fact, the Bank will have no responsibility to take any steps necessary to preserve rights of attorney may be exercised only the Member against prior or other parties nor the duty to send notices, perform services, or take any action in accordance connection with the terms and provisions management of this Agreement.the Collateral, except as set forth in Section IV.G.

BANK’S RIGHTS AS TO COLLATERAL; POWER OF ATTORNEY. At any time or times, at the expense of the ObligorsMember, the Bank may in its discretion, before or after the occurrence of an Event of Default as defined in Section 5.01 hereof in the case of (A), (C), (E), (F) or (H) below, or after the occurrence of an Event of Default in the case of (B), (D), (G) or (I) below4.01 hereof, in its own name or in the name of its nominee or of any Obligorthe Member, do any or all things and take any and all actions that are pertinent to the protection of the Bank’s 's interest hereunder and are lawful under applicable law, so long as such rights are exercised in good faith and in a commercially reasonable mannerthe laws of the State of Georgia, including, but not limited to, the following: (A) Terminate any waiver, consent or forbearance given in connection with this Agreement; provided, however, any Event of Default which may result as a consequence of the termination of any such waiver, consent or forbearance shall not be deemed to have occurred unless such Event of Default has not been cured within three days following the termination of such waiver, consent or forbearance;hereunder (B) Notify obligors on any Collateral to make payments or render performance thereon directly to the Bank; (C) Endorse any Collateral in any Obligor’s the Member's name; (D) Enter into any extension, compromise, settlement, or other agreement relating to or affecting any Collateral; (E) Take any action any Obligor the Member is required to take or which is otherwise reasonably necessary to file (i) sign and record a financing statement, take possession of Collateral as described in Section 3.05(A) of this Agreement, obtain control of Collateral statement or otherwise perfect a security interest in any or all of the Collateral. , or (Fii) Take any action any Obligor is permitted to take in connection with the Collateral that is pertinent to the protection of the Bank’s interest hereunderobtain, to the same extent as if the Bank were the originator of preserve, protect, enforce or collect the Collateral; (GF) Take control of any funds or other proceeds generated by the Collateral and use the same to reduce Liabilities Indebtedness as they become it becomes due; (H) Cause the Government and Agency Securities Collateral and the Other Securities Collateral to be transferred to its name or the name of its nominee; and (IG) Cause the Collateral to be transferred to its name or the name of its nominee. Each Obligor The Member hereby appoints the Bank as its true and lawful attorney, for and on behalf of the Obligor Member and in its name, place and stead, to prepare, execute and record endorsements and assignments to the Bank of all or any item of Collateral, giving or granting to the Bank, as such attorney, full power and authority to do or perform every lawful act necessary or proper in connection therewith as fully as the Obligor Member might or could do. Each Obligor The Member hereby ratifies and confirms all that the Bank shall lawfully do or cause to be done by virtue of this special power of attorney. This special power of attorney is granted for a period commencing on the date hereof and continuing until the discharge of all Liabilities indebtedness and all obligations of the Obligors Member hereunder regardless of any default by any Obligorthe Member, is coupled with an interest, and is irrevocable for the period granted. This special power of attorney may be exercised only in accordance with the terms and provisions of this Agreement.