Common use of FORM OF POWER OF ATTORNEY Clause in Contracts

FORM OF POWER OF ATTORNEY. This Power of Attorney is executed and delivered by each of the undersigned Grantors (each a “Grantor” and collectively, the “Grantors”) in favor of UNIVISION RECEIVABLES CO., LLC (“SPV”), the Servicer and the Purchaser Agent or such Successor Servicer as the SPV or the Purchaser Agent may designate herein (the Purchaser Agent, the Servicer, the SPV or such Successor Servicer, the “Attorney”) pursuant to that certain Amended and Restated Receivables Sale Agreement dated as of June 28, 2013 (as the same may from time to time be amended, restated, supplement or otherwise modified, the “Sale Agreement”), by and among the Grantors (as Originators and together with any other Originators) and the Buyers. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Sale Agreement. No person to whom this Power of Attorney is presented, as authority for Attorney to take any action or actions contemplated hereby, shall be required to inquire into or seek confirmation from any Grantor as to the authority of Attorney to take any action described below, or as to the existence of or fulfillment of any condition to this Power of Attorney, which is intended to grant to Attorney unconditionally the authority to take and perform the actions contemplated herein, and each Grantor irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity that acts in reliance upon or acknowledges the authority granted under this Power of Attorney. The power of attorney granted hereby is coupled with an interest and may not be revoked or cancelled by any Grantor until all Transferred Receivables under the Sale Agreement have been indefeasibly paid in full and/or written-off as uncollectible and Attorney has provided its written consent thereto. The Purchaser Agent may terminate the right of any other Attorney hereunder at any time upon written notice of such termination to such Attorney and the Grantors. Each Grantor hereby irrevocably constitutes and appoints Attorney (and all officers, employees or agents designated by Attorney), with full power of substitution, as its true and lawful attorney in fact with full irrevocable power and authority in its place and stead and in its name or in Attorney’s own name, from time to time in Attorney’s discretion, to take any and all appropriate action and to execute and deliver any and all documents and instruments that may be necessary or desirable to accomplish the purposes of the Sale Agreement, and, without limiting the generality of the foregoing, hereby grants to Attorney the power and right, on its behalf, without notice to or assent by it, upon the occurrence and during the continuance of any Termination Event, to do the following: (a) open mail for it, and ask, demand, collect, give acquittances and receipts for, take possession of, or endorse and receive payment of, any checks, drafts, notes, acceptances, or other instruments for the payment of moneys due in respect of Transferred Receivables, issue invoices in respect of Unbilled Receivables, and 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 any Transferred Receivable or other Seller Assets; (b) pay or discharge any taxes, Liens, or other encumbrances levied or placed on or threatened against any Seller Assets; (c) defend any suit, action or proceeding brought against it or any Seller Assets if such Grantor does not defend such suit, action or proceeding or if Attorney believes that it is not pursuing such defense in a manner that will maximize the recovery to Attorney, and settle, compromise or adjust any suit, action, or proceeding described above and, in connection therewith, give such discharges or releases as Attorney may deem appropriate; (d) file or prosecute any claim, Litigation, suit or proceeding in any court of competent jurisdiction or before any arbitrator, or take any other action otherwise deemed appropriate by Attorney for the purpose of collecting any and all such moneys due with respect to any Transferred Receivable or other Seller Assets or otherwise with respect to the Related Documents whenever payable and to enforce any other right in respect of its property; (e) sell, transfer, pledge, make any agreement with respect to, or otherwise deal with, any Transferred Receivables or other Seller Assets, and execute, in connection with such sale or action, any endorsements, assignments or other instruments of conveyance or transfer in connection therewith; and (g) cause the certified public accountants then engaged by it to prepare and deliver to Attorney at any time and from time to time, promptly upon Attorney’s request, any and all financial statements or other reports required to be delivered by or on behalf of such Grantor under the Related Documents, all as though Attorney were the absolute owner of its property for all purposes, and to do, at Attorney’s option and its expense, at any time or from time to time, all acts and other things that Attorney reasonably deems necessary to perfect, preserve, or realize upon the Transferred Receivables and the SPV’s interests therein, all as fully and effectively as it might do. Each Grantor hereby ratifies, to the extent permitted by law, all that said attorneys shall lawfully do or cause to be done by virtue hereof.

FORM OF POWER OF ATTORNEY. This Power of Attorney is executed and delivered by each of [Advance Funding Corporation or ADVP Management L.P. ("XYZ"), as the undersigned Grantors [SELLER/SERVICER] under the Purchase Agreement (each a “Grantor” and collectively, the “Grantors”) in favor of UNIVISION RECEIVABLES CO., LLC (“SPV”as defined below), to General Electric Capital Corporation, as Administrative Agent under the Servicer and the Purchaser Agent or such Successor Servicer Purchase Agreement (hereinafter referred to as the SPV or the Purchaser Agent may designate herein (the Purchaser Agent"Attorney"), the Servicer, the SPV or such Successor Servicer, the “Attorney”) pursuant to that certain Amended Receivables Purchase and Restated Receivables Sale Servicing Agreement dated as of June 28December 10, 2013 2001 (as the same may from time to time be amended, restated, supplement or otherwise modified, the “Sale "Purchase Agreement”"), by and among XYZ, the Grantors (as Originators other parties thereto and together with any other Originators) Attorney and the Buyersother Related Documents. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Sale Purchase Agreement. No person to whom this Power of Attorney is presented, as authority for Attorney to take any action or actions contemplated hereby, shall be required to inquire into or seek confirmation from any Grantor XYZ as to the authority of Attorney to take any action described below, or as to the existence of or fulfillment of any condition to this Power of Attorney, which is intended to grant to Attorney unconditionally the authority to take and perform the actions contemplated herein, and each Grantor XYZ irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity that acts in reliance upon or acknowledges the authority granted under this Power of Attorney. The power of attorney granted hereby is coupled with an interest and may not be revoked or cancelled by any Grantor XYZ until all Transferred Receivables Seller Secured Obligations under the Sale Agreement Related Documents have been indefeasibly paid in full and/or written-off as uncollectible and Attorney has provided its written consent thereto. The Purchaser Agent may terminate the right of any other Attorney hereunder at any time upon written notice of such termination to such Attorney and the Grantors. Each Grantor XYZ hereby irrevocably constitutes and appoints Attorney (and all officers, employees or agents designated by Attorney), with full power of substitution, as its true and lawful attorney in attorney-in-fact with full irrevocable power and authority in its place and stead and in its name or in Attorney’s 's own name, from time to time in Attorney’s 's discretion, to take any and all appropriate action and to execute and deliver any and all documents and instruments that may be necessary or desirable to accomplish the purposes of the Sale this Agreement, and, without limiting the generality of the foregoing, hereby grants to Attorney the power and right, on its behalf, without notice to or assent by it, upon the occurrence and during the continuance of any Termination Event, to do the following: (a) open mail for it, and ask, demand, collect, give acquittances and receipts for, take possession of, or endorse and receive payment of, any checks, drafts, notes, acceptances, or other instruments for the payment of moneys due in respect of Transferred Receivables, issue invoices in respect of Unbilled Receivablesdue, and 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 any Transferred Receivable or other Seller Assetsof its property; (b) effect any repairs to any of its assets, or continue or obtain any insurance and pay all or any part of the premiums therefor and costs thereof, and make, settle and adjust all claims under such policies of insurance, and make all determinations and decisions with respect to such policies; (c) pay or discharge any taxes, Liens, or other encumbrances levied or placed on or threatened against any Seller Assetsit or its property; (cd) defend any suit, action or proceeding brought against it or any Seller Assets if such Grantor it does not defend such suit, action or proceeding or if Attorney believes that it is not pursuing such defense in a manner that will maximize the recovery to Attorney, and settle, compromise or adjust any suit, action, or proceeding described above and, in connection therewith, give such discharges or releases as Attorney may deem appropriate; (de) file or prosecute any claim, Litigation, suit or proceeding in any court of competent jurisdiction or before any arbitrator, or take any other action otherwise deemed appropriate by Attorney for the purpose of collecting any and all such moneys due with respect to any Transferred Receivable or other Seller Assets or otherwise with respect to the Related Documents it whenever payable and to enforce any other right in respect of its property; (ef) sell, transfer, pledge, make any agreement with respect to, or otherwise deal with, any Transferred Receivables or other Seller Assetsof its property, and execute, in connection with such sale or action, any endorsements, assignments or other instruments of conveyance or transfer in connection therewith; and (g) cause the certified public accountants then engaged by it to prepare and deliver to Attorney at any time and from time to time, promptly upon Attorney’s 's request, any and all financial statements or other reports required to be delivered by or on behalf of such Grantor XYZ under the Related Documents, all as though Attorney were the absolute owner of its property for all purposes, and to do, at Attorney’s 's option and its expense, at any time or from time to time, all acts and other things that Attorney reasonably deems necessary to perfect, preserve, or realize upon the Transferred Receivables its property or assets and the SPV’s interests thereinPurchaser's Liens thereon, all as fully and effectively as it might do. Each Grantor XYZ hereby ratifies, to the extent permitted by law, all that said attorneys shall lawfully do or cause to be done by virtue hereof.

FORM OF POWER OF ATTORNEY. This Power of Attorney is executed and delivered by each of the undersigned Grantors , a (each a “Grantor” and collectively, the “Grantors”) in favor of UNIVISION RECEIVABLES CO., LLC (“SPV”), the Servicer to XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Collateral Agent for itself and the Purchaser Agent or other Secured Parties as such Successor Servicer as term is defined in the SPV or the Purchaser Agent may designate herein Indenture referred to below (the Purchaser Agent, the Servicer, the SPV or such Successor Servicer, the “Attorney”) ). This Power of Attorney is delivered in connection with and pursuant to that a certain Amended and Restated Receivables Sale Agreement Indenture dated as of June 28even date herewith among New Enterprise Stone and Lime Co., 2013 Inc., as issuer, and Xxxxx Fargo Bank, National Association, as trustee and collateral agent (as the same may be amended, modified, restated and/or supplemented from time to time be amended, restated, supplement or otherwise modifiedtime, the “Sale Indenture”) and that certain Security Agreement delivered in connection therewith (the “Security Agreement”), by and among the Grantors (as Originators and together with any other Originators) and the Buyers. Capitalized terms used herein and but not otherwise defined herein shall have the meanings ascribed assigned to them such terms in the Sale Security Agreement. No person to whom this Power of Attorney is presented, as authority for Attorney to take any action or actions contemplated hereby, shall be required to inquire into or seek confirmation from any Grantor as to the authority of Attorney to take any action described below, or as to the existence of or fulfillment of any condition to this Power of Attorney, which is intended to grant to Attorney unconditionally the authority to take and perform the actions contemplated herein, and each Grantor irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity that which acts in reliance upon or acknowledges the authority granted under this Power of Attorney. The power of attorney granted hereby is coupled with an interest interest, and may not be revoked or cancelled canceled by any Grantor until all Transferred Receivables under the Sale Agreement have been indefeasibly paid in full and/or written-off as uncollectible and Attorney has provided its without Attorney’s written consent theretoconsent. The Purchaser Agent may terminate the right of any other Attorney hereunder at any time upon written notice of such termination to such Attorney and the Grantors. Each Grantor hereby irrevocably constitutes and appoints Attorney (and all officers, employees or agents designated by Attorney), with full power of substitution, as its Grantor’s true and lawful attorney in attorney-in-fact with full irrevocable power and authority in its the place and stead of Grantor and in its the name of Grantor or in Attorney’s its own name, from time to time in Attorney’s discretion, to take any and all appropriate action and to execute and deliver any and all documents and instruments that which may be necessary or desirable to accomplish the purposes of the Sale AgreementIndenture, the Security Agreement and any and all Mortgages, agreements, documents and instruments executed, delivered or filed in connection therewith from time to time (collectively, the “Security Documents”) and, without limiting the generality of the foregoing, Grantor hereby grants to Attorney the power and right, on its behalfbehalf of Grantor, without notice to or assent by itGrantor, upon the occurrence and during the continuance of at any Termination Eventtime, to do the following: (a) open mail for it, and ask, demand, collect, give acquittances and receipts for, take possession of, or endorse and receive payment of, any checks, drafts, notes, acceptances, or other instruments for the payment of moneys due in respect of Transferred Receivables, issue invoices in respect of Unbilled Receivables, and 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 any Transferred Receivable or other Seller Assets; (b) pay or discharge any taxes, Liens, or other encumbrances levied or placed on or threatened against any Seller Assets; (c) defend any suit, action or proceeding brought against it or any Seller Assets if such Grantor does not defend such suit, action or proceeding or if Attorney believes that it is not pursuing such defense in a manner that will maximize the recovery to Attorney, and settle, compromise or adjust any suit, action, or proceeding described above and, in connection therewith, give such discharges or releases as Attorney may deem appropriate; (d) file or prosecute any claim, Litigation, suit or proceeding in any court of competent jurisdiction or before any arbitrator, or take any other action otherwise deemed appropriate by Attorney for the purpose of collecting any and all such moneys due with respect to any Transferred Receivable or other Seller Assets or otherwise with respect to the Related Documents whenever payable and to enforce any other right in respect of its property; (e) sell, transfer, pledge, make any agreement with respect to, or otherwise deal with, any Transferred Receivables or other Seller Assets, and execute, in connection with such sale or action, any endorsements, assignments or other instruments of conveyance or transfer in connection therewith; and (g) cause the certified public accountants then engaged by it to prepare and deliver to Attorney at any time and from time to time, promptly upon Attorney’s request, any and all financial statements or other reports required to be delivered by or on behalf of such Grantor under the Related Documents, all as though Attorney were the absolute owner of its property for all purposes, and to do, at Attorney’s option and its expense, at any time or from time to time, all acts and other things that Attorney reasonably deems necessary to perfect, preserve, or realize upon the Transferred Receivables and the SPV’s interests therein, all as fully and effectively as it might do. Each Grantor hereby ratifies, to the extent permitted by law, all that said attorneys shall lawfully do or cause to be done by virtue hereof.:

FORM OF POWER OF ATTORNEY. This Power of Attorney is executed and delivered by each of the undersigned Grantors ___________________, a ______________________ (each a “"Grantor” and collectively, the “Grantors”) in favor of UNIVISION RECEIVABLES CO., LLC (“SPV”"), to TSX Trust Company as Trustee for itself and Holders as such term is defined in the Servicer Trust Indenture referred to below ("Attorney"). This Power of Attorney is delivered in connection with and the Purchaser Agent or such Successor Servicer as the SPV or the Purchaser Agent may designate herein (the Purchaser Agent, the Servicer, the SPV or such Successor Servicer, the “Attorney”) pursuant to that a certain Amended and Restated Receivables Sale Agreement Trust Indenture dated as of June 28, 2013 even date herewith (as the same may be amended, modified, restated and/or supplemented from time to time be amended, restated, supplement or otherwise modifiedtime, the “Sale Agreement”), by and among the Grantors (as Originators and together with any other Originators"Trust Indenture") and that certain Security Agreement delivered in connection therewith (the Buyers"Security Agreement"). Capitalized terms used herein and but not otherwise defined herein shall have the meanings ascribed assigned to them such terms in the Sale Security Agreement. No person to whom this Power of Attorney is presented, as authority for Attorney to take any action or actions contemplated hereby, shall be required to inquire into or seek confirmation from any Grantor as to the authority of Attorney to take any action described below, or as to the existence of or fulfillment of any condition to this Power of Attorney, which is intended to grant to Attorney unconditionally the authority to take and perform the actions contemplated herein, and each Grantor irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity that which acts in reliance upon or acknowledges the authority granted under this Power of Attorney. The power of attorney granted hereby is coupled with an interest interest, and may not be revoked or cancelled canceled by any Grantor until all Transferred Receivables under the Sale Agreement have been indefeasibly paid in full and/or written-off as uncollectible and Attorney has provided its without Attorney's written consent theretoconsent. The Purchaser Agent may terminate the right of any other Attorney hereunder at any time upon written notice of such termination to such Attorney and the Grantors. Each Grantor hereby irrevocably constitutes and appoints Attorney (and all officers, employees or agents designated by Attorney), with full power of substitution, as its Grantor's true and lawful attorney in attorney-in-fact with full irrevocable power and authority in its the place and stead of Grantor and in its the name of Grantor or in Attorney’s its own name, from time to time in Attorney’s 's discretion, to take any and all appropriate action and to execute and deliver any and all documents and instruments that which may be necessary or desirable to accomplish the purposes of the Sale AgreementTrust Indenture, the Security Agreement and any and all agreements, documents and instruments executed, delivered or filed in connection therewith from time to time (collectively, the "Security Agreements") and, without limiting the generality of the foregoing, Grantor hereby grants to Attorney the power and right, on its behalfbehalf of Grantor, without notice to or assent by itGrantor, upon the occurrence and during the continuance of at any Termination Eventtime, to do the following: (a) open mail for it, and ask, demand, collect, give acquittances and receipts for, take possession of, or endorse and receive payment of, any checks, drafts, notes, acceptances, or other instruments for the payment of moneys due in respect of Transferred Receivables, issue invoices in respect of Unbilled Receivables, and 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 any Transferred Receivable or other Seller Assets; (b) pay or discharge any taxes, Liens, or other encumbrances levied or placed on or threatened against any Seller Assets; (c) defend any suit, action or proceeding brought against it or any Seller Assets if such Grantor does not defend such suit, action or proceeding or if Attorney believes that it is not pursuing such defense in a manner that will maximize the recovery to Attorney, and settle, compromise or adjust any suit, action, or proceeding described above and, in connection therewith, give such discharges or releases as Attorney may deem appropriate; (d) file or prosecute any claim, Litigation, suit or proceeding in any court of competent jurisdiction or before any arbitrator, or take any other action otherwise deemed appropriate by Attorney for the purpose of collecting any and all such moneys due with respect to any Transferred Receivable or other Seller Assets or otherwise with respect to the Related Documents whenever payable and to enforce any other right in respect of its property; (e) sell, transfer, pledge, make any agreement with respect to, or otherwise deal with, any Transferred Receivables or other Seller Assets, and execute, in connection with such sale or action, any endorsements, assignments or other instruments of conveyance or transfer in connection therewith; and (g) cause the certified public accountants then engaged by it to prepare and deliver to Attorney at any time and from time to time, promptly upon Attorney’s request, any and all financial statements or other reports required to be delivered by or on behalf of such Grantor under the Related Documents, all as though Attorney were the absolute owner of its property for all purposes, and to do, at Attorney’s option and its expense, at any time or from time to time, all acts and other things that Attorney reasonably deems necessary to perfect, preserve, or realize upon the Transferred Receivables and the SPV’s interests therein, all as fully and effectively as it might do. Each Grantor hereby ratifies, to the extent permitted by law, all that said attorneys shall lawfully do or cause to be done by virtue hereof.:

FORM OF POWER OF ATTORNEY. This Power of Attorney is executed and delivered by each of the undersigned Grantors , a (each a “Grantor” and collectively, the “Grantors”) in favor of UNIVISION RECEIVABLES CO., LLC (“SPV”), to U.S. Bank National Association as Agent for itself and Purchasers as such term is defined in the Servicer and the Purchaser Agent or such Successor Servicer as the SPV or the Purchaser Agent may designate herein Securities Purchase Agreement referred to below (the Purchaser Agent, the Servicer, the SPV or such Successor Servicer, the “Attorney”) ). This Power of Attorney is delivered in connection with and pursuant to that a certain Amended and Restated Receivables Sale Securities Purchase Agreement dated as of June 28, 2013 even date herewith (as the same may be amended, modified, restated and/or supplemented from time to time be amended, restated, supplement or otherwise modifiedtime, the “Sale Securities Purchase Agreement”) and that certain Security Agreement delivered in connection therewith (the “Security Agreement”), by and among the Grantors (as Originators and together with any other Originators) and the Buyers. Capitalized terms used herein and but not otherwise defined herein shall have the meanings ascribed assigned to them such terms in the Sale Security Agreement. No person to whom this Power of Attorney is presented, as authority for Attorney to take any action or actions contemplated hereby, shall be required to inquire into or seek confirmation from any Grantor as to the authority of Attorney to take any action described below, or as to the existence of or fulfillment of any condition to this Power of Attorney, which is intended to grant to Attorney unconditionally the authority to take and perform the actions contemplated herein, and each Grantor irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity that which acts in reliance upon or acknowledges the authority granted under this Power of Attorney. The power of attorney granted hereby is coupled with an interest interest, and may not be revoked or cancelled canceled by any Grantor until all Transferred Receivables under the Sale Agreement have been indefeasibly paid in full and/or written-off as uncollectible and Attorney has provided its without Attorney’s written consent theretoconsent. The Purchaser Agent may terminate the right of any other Attorney hereunder at any time upon written notice of such termination to such Attorney and the Grantors. Each Grantor hereby irrevocably constitutes and appoints Attorney (and all officers, employees or agents designated by Attorney), with full power of substitution, as its Grantor’s true and lawful attorney in attorney-in-fact with full irrevocable power and authority in its the place and stead of Grantor and in its the name of Grantor or in Attorney’s its own name, from time to time in Attorney’s discretion, to take any and all appropriate action and to execute and deliver any and all documents and instruments that which may be necessary or desirable to accomplish the purposes of the Sale Securities Purchase Agreement, the Security Agreement and any and all agreements, documents and instruments executed, delivered or filed in connection therewith from time to time (collectively, the “Transaction Documents”) and, without limiting the generality of the foregoing, Grantor hereby grants to Attorney the power and right, on its behalfbehalf of Grantor, without notice to or assent by itGrantor, upon the occurrence and during the continuance of at any Termination Eventtime, to do the following: (a) open mail for it, and ask, demand, collect, give acquittances and receipts for, take possession of, or endorse and receive payment of, any checks, drafts, notes, acceptances, or other instruments for the payment of moneys due in respect of Transferred Receivables, issue invoices in respect of Unbilled Receivables, and 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 any Transferred Receivable or other Seller Assets; (b) pay or discharge any taxes, Liens, or other encumbrances levied or placed on or threatened against any Seller Assets; (c) defend any suit, action or proceeding brought against it or any Seller Assets if such Grantor does not defend such suit, action or proceeding or if Attorney believes that it is not pursuing such defense in a manner that will maximize the recovery to Attorney, and settle, compromise or adjust any suit, action, or proceeding described above and, in connection therewith, give such discharges or releases as Attorney may deem appropriate; (d) file or prosecute any claim, Litigation, suit or proceeding in any court of competent jurisdiction or before any arbitrator, or take any other action otherwise deemed appropriate by Attorney for the purpose of collecting any and all such moneys due with respect to any Transferred Receivable or other Seller Assets or otherwise with respect to the Related Documents whenever payable and to enforce any other right in respect of its property; (e) sell, transfer, pledge, make any agreement with respect to, or otherwise deal with, any Transferred Receivables or other Seller Assets, and execute, in connection with such sale or action, any endorsements, assignments or other instruments of conveyance or transfer in connection therewith; and (g) cause the certified public accountants then engaged by it to prepare and deliver to Attorney at any time and from time to time, promptly upon Attorney’s request, any and all financial statements or other reports required to be delivered by or on behalf of such Grantor under the Related Documents, all as though Attorney were the absolute owner of its property for all purposes, and to do, at Attorney’s option and its expense, at any time or from time to time, all acts and other things that Attorney reasonably deems necessary to perfect, preserve, or realize upon the Transferred Receivables and the SPV’s interests therein, all as fully and effectively as it might do. Each Grantor hereby ratifies, to the extent permitted by law, all that said attorneys shall lawfully do or cause to be done by virtue hereof.:

FORM OF POWER OF ATTORNEY. This Power of Attorney is executed and delivered by each of the undersigned Grantors ___________________, a ______________________ (each a “Grantor” and collectively, the “Grantors”) in favor of UNIVISION RECEIVABLES CO., LLC (“SPV”), to U.S. Bank National Association as Agent for itself and Purchasers as such term is defined in the Servicer and the Purchaser Agent or such Successor Servicer as the SPV or the Purchaser Agent may designate herein Securities Purchase Agreement referred to below (the Purchaser Agent, the Servicer, the SPV or such Successor Servicer, the “Attorney”) ). This Power of Attorney is delivered in connection with and pursuant to that a certain Amended and Restated Receivables Sale Securities Purchase Agreement dated as of June 28, 2013 even date herewith (as the same may be amended, modified, restated and/or supplemented from time to time be amended, restated, supplement or otherwise modifiedtime, the “Sale Securities Purchase Agreement”) and that certain Security Agreement delivered in connection therewith (the “Security Agreement”), by and among the Grantors (as Originators and together with any other Originators) and the Buyers. Capitalized terms used herein and but not otherwise defined herein shall have the meanings ascribed assigned to them such terms in the Sale Security Agreement. No person to whom this Power of Attorney is presented, as authority for Attorney to take any action or actions contemplated hereby, shall be required to inquire into or seek confirmation from any Grantor as to the authority of Attorney to take any action described below, or as to the existence of or fulfillment of any condition to this Power of Attorney, which is intended to grant to Attorney unconditionally the authority to take and perform the actions contemplated herein, and each Grantor irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity that which acts in reliance upon or acknowledges the authority granted under this Power of Attorney. The power of attorney granted hereby is coupled with an interest interest, and may not be revoked or cancelled canceled by any Grantor until all Transferred Receivables under the Sale Agreement have been indefeasibly paid in full and/or written-off as uncollectible and Attorney has provided its without Attorney’s written consent theretoconsent. The Purchaser Agent may terminate the right of any other Attorney hereunder at any time upon written notice of such termination to such Attorney and the Grantors. Each Grantor hereby irrevocably constitutes and appoints Attorney (and all officers, employees or agents designated by Attorney), with full power of substitution, as its Grantor’s true and lawful attorney in attorney-in-fact with full irrevocable power and authority in its the place and stead of Grantor and in its the name of Grantor or in Attorney’s its own name, from time to time in Attorney’s discretion, to take any and all appropriate action and to execute and deliver any and all documents and instruments that which may be necessary or desirable to accomplish the purposes of the Sale Securities Purchase Agreement, the Security Agreement and any and all agreements, documents and instruments executed, delivered or filed in connection therewith from time to time (collectively, the “Transaction Documents”) and, without limiting the generality of the foregoing, Grantor hereby grants to Attorney the power and right, on its behalfbehalf of Grantor, without notice to or assent by itGrantor, upon the occurrence and during the continuance of at any Termination Eventtime, to do the following: (a) open mail for it, and ask, demand, collect, give acquittances and receipts for, take possession of, or endorse and receive payment of, any checks, drafts, notes, acceptances, or other instruments for the payment of moneys due in respect of Transferred Receivables, issue invoices in respect of Unbilled Receivables, and 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 any Transferred Receivable or other Seller Assets; (b) pay or discharge any taxes, Liens, or other encumbrances levied or placed on or threatened against any Seller Assets; (c) defend any suit, action or proceeding brought against it or any Seller Assets if such Grantor does not defend such suit, action or proceeding or if Attorney believes that it is not pursuing such defense in a manner that will maximize the recovery to Attorney, and settle, compromise or adjust any suit, action, or proceeding described above and, in connection therewith, give such discharges or releases as Attorney may deem appropriate; (d) file or prosecute any claim, Litigation, suit or proceeding in any court of competent jurisdiction or before any arbitrator, or take any other action otherwise deemed appropriate by Attorney for the purpose of collecting any and all such moneys due with respect to any Transferred Receivable or other Seller Assets or otherwise with respect to the Related Documents whenever payable and to enforce any other right in respect of its property; (e) sell, transfer, pledge, make any agreement with respect to, or otherwise deal with, any Transferred Receivables or other Seller Assets, and execute, in connection with such sale or action, any endorsements, assignments or other instruments of conveyance or transfer in connection therewith; and (g) cause the certified public accountants then engaged by it to prepare and deliver to Attorney at any time and from time to time, promptly upon Attorney’s request, any and all financial statements or other reports required to be delivered by or on behalf of such Grantor under the Related Documents, all as though Attorney were the absolute owner of its property for all purposes, and to do, at Attorney’s option and its expense, at any time or from time to time, all acts and other things that Attorney reasonably deems necessary to perfect, preserve, or realize upon the Transferred Receivables and the SPV’s interests therein, all as fully and effectively as it might do. Each Grantor hereby ratifies, to the extent permitted by law, all that said attorneys shall lawfully do or cause to be done by virtue hereof.:

FORM OF POWER OF ATTORNEY. This Power of Attorney is executed and delivered by each of the undersigned Grantors ___________________, a ______________________ (each a “Grantor” and collectively, the “Grantors”) in favor of UNIVISION RECEIVABLES CO., LLC (“SPV”), to U.S. Bank National Association as Agent for itself and Purchasers as such term is defined in the Servicer Amended and the Purchaser Agent or such Successor Servicer as the SPV or the Purchaser Agent may designate herein Restated Security Agreement referred to below (the Purchaser Agent, the Servicer, the SPV or such Successor Servicer, the “Attorney”) ). This Power of Attorney is delivered in connection with and pursuant to that a certain Amended and Restated Receivables Sale Security Agreement dated as of June 28, 2013 even date herewith (as the same may be amended, modified, restated and/or supplemented from time to time be amended, restated, supplement or otherwise modifiedtime, the “Sale Security Agreement”), by and among the Grantors (as Originators and together with any other Originators) and the Buyers. Capitalized terms used herein and but not otherwise defined herein shall have the meanings ascribed assigned to them such terms in the Sale Security Agreement. No person to whom this Power of Attorney is presented, as authority for Attorney to take any action or actions contemplated hereby, shall be required to inquire into or seek confirmation from any Grantor as to the authority of Attorney to take any action described below, or as to the existence of or fulfillment of any condition to this Power of Attorney, which is intended to grant to Attorney unconditionally the authority to take and perform the actions contemplated herein, and each Grantor irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity that which acts in reliance upon or acknowledges the authority granted under this Power of Attorney. The power of attorney granted hereby is coupled with an interest interest, and may not be revoked or cancelled canceled by any Grantor until all Transferred Receivables under the Sale Agreement have been indefeasibly paid in full and/or written-off as uncollectible and Attorney has provided its without Attorney’s written consent theretoconsent. The Purchaser Agent may terminate the right of any other Attorney hereunder at any time upon written notice of such termination to such Attorney and the Grantors. Each Grantor hereby irrevocably constitutes and appoints Attorney (and all officers, employees or agents designated by Attorney), with full power of substitution, as its Grantor’s true and lawful attorney in attorney-in-fact with full irrevocable power and authority in its the place and stead of Grantor and in its the name of Grantor or in Attorney’s its own name, from time to time in Attorney’s discretion, to take any and all appropriate action and to execute and deliver any and all documents and instruments that which may be necessary or desirable to accomplish the purposes of the Sale Securities Purchase Agreement (as defined in the Security Agreement), the Security Agreement and any and all agreements, documents and instruments executed, delivered or filed in connection therewith from time to time (collectively, the “Transaction Documents”) and, without limiting the generality of the foregoing, Grantor hereby grants to Attorney the power and right, on its behalfbehalf of Grantor, without notice to or assent by itGrantor, upon the occurrence and during the continuance of at any Termination Eventtime, to do the following: (a) change the mailing address of Grantor, open a post office box on behalf of Grantor, open mail for itGrantor, and ask, demand, collect, give acquittances and receipts for, take possession of, or endorse and receive payment of, any checks, drafts, notes, acceptances, or other instruments for the payment of moneys due in respect of Transferred Receivables, issue invoices in respect of Unbilled Receivables, and 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 any Transferred Receivable property of Grantor; receive, endorse Grantor’s name on, and collect, any checks, notes, acceptances, money orders, drafts and any other forms of payment or other Seller Assetssecurity payable to Grantor, and hold all amounts or proceeds so received or collected as cash collateral in a restricted account for the benefit of the Purchasers, or apply such amounts or proceeds to the Secured Obligations in accordance with the terms of the Securities Purchase Agreements; (b) effect any repairs to any asset of Grantor, or continue or obtain any insurance and pay all or any part of the premiums therefor and costs thereof, and make, settle and adjust all claims under such policies of insurance, and make all determinations and decisions with respect to such policies; pay or discharge any taxes, Liensliens, security interests, or other encumbrances levied or placed on or threatened against any Seller AssetsGrantor or its property; (c) defend any suit, action or proceeding brought against it or any Seller Assets Grantor if such Grantor does not defend such suit, action or proceeding or if Attorney believes that it Grantor is not pursuing such defense in a manner that will maximize the recovery to Attorney, and settle, compromise or adjust any suit, action, or proceeding described above and, in connection therewith, give such discharges or releases as Attorney may deem appropriate; (d) file or prosecute any claim, Litigationlitigation, suit or proceeding in any court of competent jurisdiction or before any arbitrator, or take any other action otherwise deemed appropriate by Attorney for the purpose of collecting any and all such moneys due with respect to any Transferred Receivable or other Seller Assets or otherwise with respect to the Related Documents Grantor whenever payable and to enforce any other right in respect of its Grantor’s property; (e) sell, transfer, pledge, make any agreement with respect to, or otherwise deal with, any Transferred Receivables or other Seller Assets, and execute, in connection with such sale or action, any endorsements, assignments or other instruments of conveyance or transfer in connection therewith; and (g) cause the certified public accountants then engaged by it Grantor to prepare and deliver to Attorney at any time and from time to time, promptly upon Attorney’s request, the following reports: (i) a reconciliation of all accounts, (ii) an aging of all accounts, (iii) trial balances, (iv) test verifications of such accounts as Attorney may request, and (v) the results of each physical verification of inventory; communicate in its own name with any party to any contract with regard to the assignment of the right, title and all financial interest of Grantor in and under the contracts and other matters relating thereto; to the extent that Grantor’s authorization given in the Security Agreement is not sufficient, to file such financing statements with respect to the Security Agreement as Attorney may deem appropriate and to execute in Grantor’s name such financing statements and amendments thereto and continuation statements which may require the Grantor’s signature; to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and execute, deliver and/or record, as applicable, in connection with any sale or other reports required remedy provided for in any Transaction Document, any endorsements, assignments or other applications for or instruments of conveyance or transfer with respect to be delivered by the Collateral and to otherwise direct such sale or on behalf of such Grantor under the Related Documentsresale, all as though Attorney were the absolute owner of its the property of Grantor for all purposes, and to do, at Attorney’s option and its Grantor’s expense, at any time or from time to time, all acts and other things that Attorney reasonably deems necessary to perfect, preserve, or realize upon the Transferred Receivables Grantor’s property or assets and the SPVAttorney’s interests thereinliens thereon, all as fully and effectively as it Grantor might do. Each Grantor hereby ratifies, to the extent permitted by law, all that said attorneys Attorney shall lawfully do or cause to be done by virtue hereof. Without limiting the generality of the foregoing, Attorney is specifically authorized to execute and file any applications for or instruments of transfer and assignment of any patents, trademarks, copyrights or other Intellectual Property with the United States Patent and Trademark Office and the United States Copyright Office.

FORM OF POWER OF ATTORNEY. This Power of Attorney is executed and delivered by each of the undersigned Grantors Rexnord Funding LLC, as Borrower, (each a “Grantor” and collectively, the “Grantors”) in favor of UNIVISION RECEIVABLES CO.under the Funding Agreement (as defined below), LLC to Mizuho Bank, Ltd., as Administrative Agent under the Funding Agreement (hereinafter referred to as “SPVAttorney”), the Servicer and the Purchaser Agent or such Successor Servicer as the SPV or the Purchaser Agent may designate herein (the Purchaser Agent, the Servicer, the SPV or such Successor Servicer, the “Attorney”) pursuant to that certain Amended Receivables Funding and Restated Receivables Sale Administration Agreement dated as of June 28September 25, 2013 2020 (as the same may from time to time be amended, restated, supplement supplemented or otherwise modifiedmodified from time to time, the “Sale Funding Agreement”), by and among Grantor, the Grantors (as Originators other parties thereto and together with any other Originators) Attorney and the Buyersother Related Documents. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Sale Funding Agreement. No person to whom this Power of Attorney is presented, as authority for Attorney to take any action or actions contemplated hereby, shall be required to inquire into or seek confirmation from any Grantor as to the authority of Attorney to take any action described below, or as to the existence of or fulfillment of any condition to this Power of Attorney, which is intended to grant to Attorney unconditionally the authority to take and perform the actions contemplated herein, and each Grantor irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity that acts in reliance upon or acknowledges the authority granted under this Power of Attorney. The power of attorney granted hereby is coupled with an interest and may not be revoked or cancelled by any Grantor until all Transferred Receivables Borrower Obligations under the Sale Agreement Related Documents have been indefeasibly paid in full and/or written-off as uncollectible and Attorney has provided its written consent thereto. The Purchaser Agent may terminate the right of any other Attorney hereunder at any time upon written notice of such termination to such Attorney and the Grantors. Each Grantor hereby irrevocably constitutes and appoints Attorney (and all officers, employees or agents designated by Attorney), with full power of substitution, as its true and lawful attorney in fact with full irrevocable power and authority in its place and stead and in its name or in Attorney’s own name, from time to time in Attorney’s discretion, to take any and all appropriate action and to execute and deliver any and all documents and instruments that may be necessary or desirable to accomplish the purposes of the Sale Funding Agreement, and, without limiting the generality of the foregoing, hereby grants to Attorney the power and right, on its behalf, without notice to or assent by it, upon the occurrence and during the continuance of any Termination Event, to do the following: (a) open mail for it, and ask, demand, collect, give acquittances acquaintances and receipts for, take possession of, or endorse and receive payment of, any checks, drafts, notes, acceptances, or other instruments for the payment of moneys due in respect of Transferred Receivables, issue invoices in respect of Unbilled Receivables, and 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 any Transferred Receivable or other Seller AssetsBorrower Collateral; (b) pay or discharge any taxes, Liens, or other encumbrances levied or placed on or threatened against any Seller AssetsBorrower Collateral; (c) defend any suit, action or proceeding brought against it or any Seller Assets Borrower Collateral if such the Grantor does not defend such suit, action or proceeding or if Attorney believes that it is not pursuing such defense in a manner that will maximize the recovery to Attorney, and settle, compromise or adjust any suit, action, or proceeding described above and, in connection therewith, give such discharges or releases as Attorney may deem appropriate; (d) file or prosecute any claim, Litigation, suit or proceeding in any court of competent jurisdiction or before any arbitrator, or take any other action otherwise deemed appropriate by Attorney for the purpose of collecting any and all such moneys due with respect to any Transferred Receivable or other Seller Assets Borrower Collateral or otherwise with respect to the Related Documents whenever payable and to enforce any other right in respect of its property; (e) sell, transfer, pledge, make any agreement with respect to, or otherwise deal with, any Transferred Receivables or other Seller AssetsBorrower Collateral, and execute, in connection with such sale or action, any endorsements, assignments or other instruments of conveyance or transfer in connection therewith; and (gf) cause the certified public accountants then engaged by it to prepare and deliver to Attorney at any time and from time to time, promptly upon Attorney’s request, any and all financial statements or other reports required to be delivered by or on behalf of such Grantor under the Related Documents, all as though Attorney were the absolute owner of its property for all purposes, and to do, at Attorney’s option and its expense, at any time or from time to time, all acts and other things that Attorney reasonably deems necessary to perfect, preserve, or realize upon the Transferred Receivables Borrower Collateral and the SPV’s interests thereinLenders’ Liens thereon, all as fully and effectively as it might do. Each Grantor hereby ratifies, to the extent permitted by law, all that said attorneys shall lawfully do or cause to be done by virtue hereof.

FORM OF POWER OF ATTORNEY. This Power of Attorney is executed and delivered by each of the undersigned Grantors GulfMark Offshore, Inc., a Delaware corporation (each a “Grantor” and collectively, the “Grantors”) in favor of UNIVISION RECEIVABLES CO., LLC (“SPV”), to [Gulfmark Rederi AS, a limited company organized under the Servicer and the Purchaser Agent or such Successor Servicer laws of Norway corporation] [DNB Bank ASA]5 (hereinafter referred to as the SPV or the Purchaser Agent may designate herein (the Purchaser Agent, the Servicer, the SPV or such Successor Servicer, the “Attorney”) pursuant to that certain Amended and Restated Receivables Sale Agreement ), as a Secured Party under a Credit Agreement, dated as of June 28[May __], 2013 2017 and other related documents (as the same may from time to time be amended, restated, supplement or otherwise modified, the “Sale AgreementLoan Documents”), by and among the Grantors (as Originators and together with any other Originators) and the Buyers. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Sale Agreement. No person to whom this Power of Attorney is presented, as authority for Attorney to take any action or actions contemplated hereby, shall be required to inquire into or seek confirmation from any Grantor as to the authority of Attorney to take any action described below, or as to the existence of or fulfillment of any condition to this Power of Attorney, which is intended to grant to Attorney unconditionally the authority to take and perform the actions contemplated herein, and each Grantor irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity that which acts in reliance upon or acknowledges the authority granted under this Power of Attorney. The power of attorney granted hereby is coupled with an interest interest, and may not be revoked or cancelled canceled by any Grantor until all Transferred Receivables under the Sale Agreement have been indefeasibly paid in full and/or written-off as uncollectible and Attorney has provided its without Attorney’s written consent theretoconsent. The Purchaser Agent may terminate the right of any other Attorney hereunder at any time upon written notice of such termination to such Attorney and the Grantors. Each Grantor hereby irrevocably constitutes and appoints Attorney (and all officers, employees or agents designated by Attorney), with full power of substitution, as its Grantor’s true and lawful attorney in attorney-in-fact with full irrevocable power and authority in its the place and stead of Grantor and in its the name of Grantor or in Attorney’s its own name, from time to time in Attorney’s discretion, to take any and all appropriate action and to execute and deliver any and all documents and instruments that which may be necessary or desirable to accomplish the purposes of the Sale Agreement, and, without Loan Documents. Without limiting the generality of the foregoing, Grantor hereby grants to Attorney the power and right, on its behalfbehalf of Grantor, without notice to or assent by itGrantor, upon the occurrence and during the continuance of at any Termination Event, to do the followingtime to: (a) change the mailing address of Grantor, open a post office box on behalf of Grantor, open mail for itGrantor, and ask, demand, collect, give acquittances and receipts for, take possession of, or endorse and receive payment of, any checks, drafts, notes, acceptances, or other instruments for the payment of moneys due in respect of Transferred Receivables, issue invoices in respect of Unbilled Receivables, and 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 any Transferred Receivable or other Seller Assetsproperty of Grantor; (b) effect any repairs to any asset of Grantor, or continue or obtain any insurance and pay all or any part of the premiums therefore and costs thereof, and make, settle and adjust all claims under such policies of insurance, and make all determinations and decisions with respect to such policies; (c) pay or discharge any taxes, Liensliens, security interests, or other encumbrances levied or placed on or threatened against any Seller AssetsGrantor or its property; (cd) defend any suit, action or proceeding brought against it or any Seller Assets Grantor if such Grantor does not defend such suit, action or proceeding or if Attorney believes that it Grantor is not pursuing such defense in a manner that will maximize the recovery to Attorney, and settle, compromise or adjust any suit, action, or proceeding described above and, in connection therewith, give such discharges or releases as Attorney may deem appropriate; (de) file or prosecute any claim, Litigationlitigation, suit or proceeding in any court of competent jurisdiction or before any arbitrator, or take any other action otherwise deemed appropriate by Attorney for the purpose of collecting any and all such moneys due with respect to any Transferred Receivable or other Seller Assets or otherwise with respect to the Related Documents Grantor whenever payable and to enforce any other right in respect of its Grantor’s property; (e) sell, transfer, pledge, make any agreement with respect to, or otherwise deal with, any Transferred Receivables or other Seller Assets, and execute, in connection with such sale or action, any endorsements, assignments or other instruments of conveyance or transfer in connection therewith; and (gf) cause the certified public accountants then engaged by it Grantor to prepare and deliver to Attorney at any time and from time to time, promptly upon Attorney’s request, the following reports: (1) a reconciliation of all accounts, (2) an aging of all accounts, (3) trial balances, (4) test verifications of such accounts as Attorney may request, and (5) the results of each physical verification of inventory; (g) communicate in its own name with any party to any Contract with regard to the assignment of the right, title and all financial statements or other reports required to be delivered by or on behalf interest of such Grantor in and under the Related DocumentsContracts and other matters relating thereto; (h) to file such financing statements with respect to the Credit Agreement, with or without Grantor’s signature, or to file a photocopy of the Credit Agreement in substitution for a financing statement, as the Attorney may deem appropriate and to execute in Grantor’s name such financing statements and amendments thereto and continuation statements which may require the Grantor’s signature; and (i) execute, in connection with any sale provided for in any Loan Document, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral in which a security interest has been granted by Grantor to Attorney and to otherwise direct such sale or resale, all as though Attorney were the absolute owner of its the property of Grantor for all purposes. Grantor further grants to Attorney the power and right, and on behalf of Grantor, to do, at Attorney’s option and its Grantor’s expense, at any time or from time to time, all acts and other things that Attorney reasonably deems necessary to perfect, preserve, or realize upon the Transferred Receivables Grantor’s property or assets and the SPVAttorney’s interests thereinLiens thereon, all as fully and effectively as it Grantor might do. Each Grantor hereby ratifies, to the extent permitted by law, all that said attorneys Attorney shall lawfully do or cause to be done by virtue hereof. 5 Select applicable Attorney.

FORM OF POWER OF ATTORNEY. This Power of Attorney is executed and delivered by each of the undersigned Grantors , a , (each a “Grantor” and collectively, the “Grantors”) in favor of UNIVISION RECEIVABLES CO., LLC (“SPV”), the Servicer and the Purchaser Agent or such Successor Servicer to as the SPV or the Purchaser Agent may designate herein Secured Party (the Purchaser Agent, the Servicer, the SPV or such Successor Servicer, the “Attorney”) ). This Power of Attorney is delivered in connection with and pursuant to that a certain Amended and Restated Receivables Sale Agreement Note dated [as of June 28, 2013 even date herewith] (as the same may be amended, modified, restated and/or supplemented from time to time be amended, restated, supplement or otherwise modifiedtime, the “Sale Note”) and that certain Security Agreement delivered in connection therewith (the “Security Agreement”), by and among the Grantors (as Originators and together with any other Originators) and the Buyers. Capitalized terms used herein and but not otherwise defined herein shall have the meanings ascribed assigned to them such terms in the Sale Security Agreement. No person or entity to whom this Power of Attorney is presented, as authority for Attorney to take any action or actions contemplated hereby, shall be required to inquire into or seek confirmation from any Grantor as to the authority of Attorney to take any action described below, or as to the existence of or fulfillment of any condition to this Power of Attorney, which is intended to grant to Attorney unconditionally the authority to take and perform the actions contemplated herein, and each Grantor irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity that which acts in reliance upon or acknowledges the authority granted under this Power of Attorney. The power of attorney granted hereby is coupled with an interest interest, and may not be revoked or cancelled canceled by any Grantor until all Transferred Receivables under the Sale Agreement have been indefeasibly paid in full and/or written-off as uncollectible and Attorney has provided its without Attorney’ s written consent theretoconsent. The Purchaser Agent may terminate the right of any other Attorney hereunder at any time upon written notice of such termination to such Attorney and the Grantors. Each Grantor hereby irrevocably constitutes and appoints Attorney (and all officers, employees or agents designated by Attorney), with full power of substitution, as its Grantor’s true and lawful attorney in attorney-in-fact with full irrevocable power and authority in its the place and stead of Grantor and in its the name of Grantor or in Attorney’s its own name, from time to time in Attorney’s discretion, to take any and all appropriate action and to execute and deliver any and all documents and instruments that which may be necessary or desirable to accomplish the purposes of the Sale AgreementNote, the Security Agreement and any and all agreements, documents and instruments executed, delivered or filed in connection therewith from time to time (collectively, the “Transaction Documents”) and, without limiting the generality of the foregoing, Grantor hereby grants to Attorney the power and right, on its behalfbehalf of Grantor, without notice to or assent by itGrantor, upon the occurrence and during the continuance of at any Termination Eventtime, to do the following: (a) open mail for it, and ask, demand, collect, give acquittances and receipts for, take possession of, or endorse and receive payment of, any checks, drafts, notes, acceptances, or other instruments for the payment of moneys due in respect of Transferred Receivables, issue invoices in respect of Unbilled Receivables, and 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 any Transferred Receivable or other Seller Assets; (b) pay or discharge any taxes, Liens, or other encumbrances levied or placed on or threatened against any Seller Assets; (c) defend any suit, action or proceeding brought against it or any Seller Assets if such Grantor does not defend such suit, action or proceeding or if Attorney believes that it is not pursuing such defense in a manner that will maximize the recovery to Attorney, and settle, compromise or adjust any suit, action, or proceeding described above and, in connection therewith, give such discharges or releases as Attorney may deem appropriate; (d) file or prosecute any claim, Litigation, suit or proceeding in any court of competent jurisdiction or before any arbitrator, or take any other action otherwise deemed appropriate by Attorney for the purpose of collecting any and all such moneys due with respect to any Transferred Receivable or other Seller Assets or otherwise with respect to the Related Documents whenever payable and to enforce any other right in respect of its property; (e) sell, transfer, pledge, make any agreement with respect to, or otherwise deal with, any Transferred Receivables or other Seller Assets, and execute, in connection with such sale or action, any endorsements, assignments or other instruments of conveyance or transfer in connection therewith; and (g) cause the certified public accountants then engaged by it to prepare and deliver to Attorney at any time and from time to time, promptly upon Attorney’s request, any and all financial statements or other reports required to be delivered by or on behalf of such Grantor under the Related Documents, all as though Attorney were the absolute owner of its property for all purposes, and to do, at Attorney’s option and its expense, at any time or from time to time, all acts and other things that Attorney reasonably deems necessary to perfect, preserve, or realize upon the Transferred Receivables and the SPV’s interests therein, all as fully and effectively as it might do. Each Grantor hereby ratifies, to the extent permitted by law, all that said attorneys shall lawfully do or cause to be done by virtue hereof.:

FORM OF POWER OF ATTORNEY. This Power of Attorney is executed and delivered by each of the undersigned Grantors ___________________, a ______________________ (each a “"Grantor” and collectively"), the “Grantors”) in favor of UNIVISION RECEIVABLES CO.to Northeast Industrial Partners, LLC as Agent for itself and Purchasers as such term is defined in the Securities Purchase Agreement referred to below (“SPV”"Attorney"), the Servicer . This Power of Attorney is delivered in connection with and the Purchaser Agent or such Successor Servicer as the SPV or the Purchaser Agent may designate herein (the Purchaser Agent, the Servicer, the SPV or such Successor Servicer, the “Attorney”) pursuant to that a certain Amended and Restated Receivables Sale Securities Purchase Agreement dated as of June 28, 2013 even date herewith (as the same may be amended, modified, restated and/or supplemented from time to time be amended, restated, supplement or otherwise modifiedtime, the “Sale "Securities Purchase Agreement”), by and among the Grantors (as Originators and together with any other Originators") and that certain Security Agreement delivered in connection therewith (the Buyers"Security Agreement"). Capitalized terms used herein and but not otherwise defined herein shall have the meanings ascribed assigned to them such terms in the Sale Security Agreement. No person to whom this Power of Attorney is presented, as authority for Attorney to take any action or actions contemplated hereby, shall be required to inquire into or seek confirmation from any Grantor as to the authority of Attorney to take any action described below, or as to the existence of or fulfillment of any condition to this Power of Attorney, which is intended to grant to Attorney unconditionally the authority to take and perform the actions contemplated herein, and each Grantor irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity that which acts in reliance upon or acknowledges the authority granted under this Power of Attorney. The power of attorney granted hereby is coupled with an interest interest, and may not be revoked or cancelled canceled by any Grantor until all Transferred Receivables under the Sale Agreement have been indefeasibly paid in full and/or written-off as uncollectible and Attorney has provided its without Attorney's written consent theretoconsent. The Purchaser Agent may terminate the right of any other Attorney hereunder at any time upon written notice of such termination to such Attorney and the Grantors. Each Grantor hereby irrevocably constitutes and appoints Attorney (and all officers, employees or agents designated by Attorney), with full power of substitution, as its Grantor's true and lawful attorney in attorney-in-fact with full irrevocable power and authority in its the place and stead of Grantor and in its the name of Grantor or in Attorney’s its own name, from time to time in Attorney’s 's discretion, to take any and all appropriate action and to execute and deliver any and all documents and instruments that which may be necessary or desirable to accomplish the purposes of the Sale Securities Purchase Agreement, the Security Agreement and any and all agreements, documents and instruments executed, delivered or filed in connection therewith from time to time (collectively, the "Transaction Documents") and, without limiting the generality of the foregoing, Grantor hereby grants to Attorney the power and right, on its behalfbehalf of Grantor, without notice to or assent by itGrantor, upon the occurrence and during the continuance of at any Termination Eventtime, to do the following: (a) open mail for it, and ask, demand, collect, give acquittances and receipts for, take possession of, or endorse and receive payment of, any checks, drafts, notes, acceptances, or other instruments for the payment of moneys due in respect of Transferred Receivables, issue invoices in respect of Unbilled Receivables, and 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 any Transferred Receivable or other Seller Assets; (b) pay or discharge any taxes, Liens, or other encumbrances levied or placed on or threatened against any Seller Assets; (c) defend any suit, action or proceeding brought against it or any Seller Assets if such Grantor does not defend such suit, action or proceeding or if Attorney believes that it is not pursuing such defense in a manner that will maximize the recovery to Attorney, and settle, compromise or adjust any suit, action, or proceeding described above and, in connection therewith, give such discharges or releases as Attorney may deem appropriate; (d) file or prosecute any claim, Litigation, suit or proceeding in any court of competent jurisdiction or before any arbitrator, or take any other action otherwise deemed appropriate by Attorney for the purpose of collecting any and all such moneys due with respect to any Transferred Receivable or other Seller Assets or otherwise with respect to the Related Documents whenever payable and to enforce any other right in respect of its property; (e) sell, transfer, pledge, make any agreement with respect to, or otherwise deal with, any Transferred Receivables or other Seller Assets, and execute, in connection with such sale or action, any endorsements, assignments or other instruments of conveyance or transfer in connection therewith; and (g) cause the certified public accountants then engaged by it to prepare and deliver to Attorney at any time and from time to time, promptly upon Attorney’s request, any and all financial statements or other reports required to be delivered by or on behalf of such Grantor under the Related Documents, all as though Attorney were the absolute owner of its property for all purposes, and to do, at Attorney’s option and its expense, at any time or from time to time, all acts and other things that Attorney reasonably deems necessary to perfect, preserve, or realize upon the Transferred Receivables and the SPV’s interests therein, all as fully and effectively as it might do. Each Grantor hereby ratifies, to the extent permitted by law, all that said attorneys shall lawfully do or cause to be done by virtue hereof.:

FORM OF POWER OF ATTORNEY. This Power of Attorney is executed and delivered by each of the undersigned Grantors , a (each a “Grantor” and collectively, the “Grantors”) in favor of UNIVISION RECEIVABLES CO., LLC (“SPV”), the Servicer to MANUFACTURERS AND TRADERS TRUST COMPANY, as Agent for itself and the Purchaser Agent or other Secured Parties as such Successor Servicer as term is defined in the SPV or the Purchaser Agent may designate herein Credit Agreement referred to below (the Purchaser Agent, the Servicer, the SPV or such Successor Servicer, the “Attorney”) ). This Power of Attorney is delivered in connection with and pursuant to that a certain Amended and Restated Receivables Sale Credit Agreement dated as of June 28even date herewith, 2013 among New Enterprise Stone and Lime Co., Inc., as borrower, the lenders party thereto, and Manufacturers and Traders Trust Company, as administrative agent (as the same may be amended, modified, restated and/or supplemented from time to time be amended, restated, supplement or otherwise modifiedtime, the “Sale Credit Agreement”) and that certain Security Agreement delivered in connection therewith (the “Security Agreement”), by and among the Grantors (as Originators and together with any other Originators) and the Buyers. Capitalized terms used herein and but not otherwise defined herein shall have the meanings ascribed assigned to them such terms in the Sale Security Agreement. No person to whom this Power of Attorney is presented, as authority for Attorney to take any action or actions contemplated hereby, shall be required to inquire into or seek confirmation from any Grantor as to the authority of Attorney to take any action described below, or as to the existence of or fulfillment of any condition to this Power of Attorney, which is intended to grant to Attorney unconditionally the authority to take and perform the actions contemplated herein, and each Grantor irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity that which acts in reliance upon or acknowledges the authority granted under this Power of Attorney. The power of attorney granted hereby is coupled with an interest interest, and may not be revoked or cancelled canceled by any Grantor until all Transferred Receivables under the Sale Agreement have been indefeasibly paid in full and/or written-off as uncollectible and Attorney has provided its without Attorney’ s written consent theretoconsent. The Purchaser Agent may terminate the right of any other Attorney hereunder at any time upon written notice of such termination to such Attorney and the Grantors. Each Grantor hereby irrevocably constitutes and appoints Attorney (and all officers, employees or agents designated by Attorney), with full power of substitution, as its Grantor’s true and lawful attorney in attorney-in-fact with full irrevocable power and authority in its the place and stead of Grantor and in its the name of Grantor or in Attorney’s its own name, from time to time in Attorney’s discretion, to take any and all appropriate action and to execute and deliver any and all documents and instruments that which may be necessary or desirable to accomplish the purposes of the Sale Credit Agreement, the Security Agreement and any and all agreements, documents and instruments executed, delivered or filed in connection therewith from time to time (collectively, the “Loan Documents”) and, without limiting the generality of the foregoing, Grantor hereby grants to Attorney the power and right, on its behalfbehalf of Grantor, without notice to or assent by itGrantor, upon the occurrence and during the continuance of at any Termination Eventtime, to do the following: (a) open mail for it, and ask, demand, collect, give acquittances and receipts for, take possession of, or endorse and receive payment of, any checks, drafts, notes, acceptances, or other instruments for the payment of moneys due in respect of Transferred Receivables, issue invoices in respect of Unbilled Receivables, and 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 any Transferred Receivable or other Seller Assets; (b) pay or discharge any taxes, Liens, or other encumbrances levied or placed on or threatened against any Seller Assets; (c) defend any suit, action or proceeding brought against it or any Seller Assets if such Grantor does not defend such suit, action or proceeding or if Attorney believes that it is not pursuing such defense in a manner that will maximize the recovery to Attorney, and settle, compromise or adjust any suit, action, or proceeding described above and, in connection therewith, give such discharges or releases as Attorney may deem appropriate; (d) file or prosecute any claim, Litigation, suit or proceeding in any court of competent jurisdiction or before any arbitrator, or take any other action otherwise deemed appropriate by Attorney for the purpose of collecting any and all such moneys due with respect to any Transferred Receivable or other Seller Assets or otherwise with respect to the Related Documents whenever payable and to enforce any other right in respect of its property; (e) sell, transfer, pledge, make any agreement with respect to, or otherwise deal with, any Transferred Receivables or other Seller Assets, and execute, in connection with such sale or action, any endorsements, assignments or other instruments of conveyance or transfer in connection therewith; and (g) cause the certified public accountants then engaged by it to prepare and deliver to Attorney at any time and from time to time, promptly upon Attorney’s request, any and all financial statements or other reports required to be delivered by or on behalf of such Grantor under the Related Documents, all as though Attorney were the absolute owner of its property for all purposes, and to do, at Attorney’s option and its expense, at any time or from time to time, all acts and other things that Attorney reasonably deems necessary to perfect, preserve, or realize upon the Transferred Receivables and the SPV’s interests therein, all as fully and effectively as it might do. Each Grantor hereby ratifies, to the extent permitted by law, all that said attorneys shall lawfully do or cause to be done by virtue hereof.:

FORM OF POWER OF ATTORNEY. This Power of Attorney is executed and delivered by each of the undersigned Grantors , a (each a “"Grantor” and collectively"), the “Grantors”) in favor of UNIVISION RECEIVABLES CO.to Northeast Industrial Partners, LLC as Agent for itself and Purchasers as such term is defined in the Securities Purchase Agreement referred to below (“SPV”"Attorney"), the Servicer . This Power of Attorney is delivered in connection with and the Purchaser Agent or such Successor Servicer as the SPV or the Purchaser Agent may designate herein (the Purchaser Agent, the Servicer, the SPV or such Successor Servicer, the “Attorney”) pursuant to that a certain Amended and Restated Receivables Sale Securities Purchase Agreement dated as of June 28, 2013 even date herewith (as the same may be amended, modified, restated and/or supplemented from time to time be amended, restated, supplement or otherwise modifiedtime, the “Sale "Securities Purchase Agreement”), by and among the Grantors (as Originators and together with any other Originators") and that certain Security Agreement delivered in connection therewith (the Buyers"Security Agreement"). Capitalized terms used herein and but not otherwise defined herein shall have the meanings ascribed assigned to them such terms in the Sale Security Agreement. No person to whom this Power of Attorney is presented, as authority for Attorney to take any action or actions contemplated hereby, shall be required to inquire into or seek confirmation from any Grantor as to the authority of Attorney to take any action described below, or as to the existence of or fulfillment of any condition to this Power of Attorney, which is intended to grant to Attorney unconditionally the authority to take and perform the actions contemplated herein, and each Grantor irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity that which acts in reliance upon or acknowledges the authority granted under this Power of Attorney. The power of attorney granted hereby is coupled with an interest interest, and may not be revoked or cancelled canceled by any Grantor until all Transferred Receivables under the Sale Agreement have been indefeasibly paid in full and/or written-off as uncollectible and Attorney has provided its without Attorney's written consent theretoconsent. The Purchaser Agent may terminate the right of any other Attorney hereunder at any time upon written notice of such termination to such Attorney and the Grantors. Each Grantor hereby irrevocably constitutes and appoints Attorney (and all officers, employees or agents designated by Attorney), with full power of substitution, as its Grantor's true and lawful attorney in attorney-in-fact with full irrevocable power and authority in its the place and stead of Grantor and in its the name of Grantor or in Attorney’s its own name, from time to time in Attorney’s 's discretion, to take any and all appropriate action and to execute and deliver any and all documents and instruments that which may be necessary or desirable to accomplish the purposes of the Sale Securities Purchase Agreement, the Security Agreement and any and all agreements, documents and instruments executed, delivered or filed in connection therewith from time to time (collectively, the "Transaction Documents") and, without limiting the generality of the foregoing, Grantor hereby grants to Attorney the power and right, on its behalfbehalf of Grantor, without notice to or assent by itGrantor, upon the occurrence and during the continuance of at any Termination Eventtime, to do the following: (a) open mail for it, and ask, demand, collect, give acquittances and receipts for, take possession of, or endorse and receive payment of, any checks, drafts, notes, acceptances, or other instruments for the payment of moneys due in respect of Transferred Receivables, issue invoices in respect of Unbilled Receivables, and 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 any Transferred Receivable or other Seller Assets; (b) pay or discharge any taxes, Liens, or other encumbrances levied or placed on or threatened against any Seller Assets; (c) defend any suit, action or proceeding brought against it or any Seller Assets if such Grantor does not defend such suit, action or proceeding or if Attorney believes that it is not pursuing such defense in a manner that will maximize the recovery to Attorney, and settle, compromise or adjust any suit, action, or proceeding described above and, in connection therewith, give such discharges or releases as Attorney may deem appropriate; (d) file or prosecute any claim, Litigation, suit or proceeding in any court of competent jurisdiction or before any arbitrator, or take any other action otherwise deemed appropriate by Attorney for the purpose of collecting any and all such moneys due with respect to any Transferred Receivable or other Seller Assets or otherwise with respect to the Related Documents whenever payable and to enforce any other right in respect of its property; (e) sell, transfer, pledge, make any agreement with respect to, or otherwise deal with, any Transferred Receivables or other Seller Assets, and execute, in connection with such sale or action, any endorsements, assignments or other instruments of conveyance or transfer in connection therewith; and (g) cause the certified public accountants then engaged by it to prepare and deliver to Attorney at any time and from time to time, promptly upon Attorney’s request, any and all financial statements or other reports required to be delivered by or on behalf of such Grantor under the Related Documents, all as though Attorney were the absolute owner of its property for all purposes, and to do, at Attorney’s option and its expense, at any time or from time to time, all acts and other things that Attorney reasonably deems necessary to perfect, preserve, or realize upon the Transferred Receivables and the SPV’s interests therein, all as fully and effectively as it might do. Each Grantor hereby ratifies, to the extent permitted by law, all that said attorneys shall lawfully do or cause to be done by virtue hereof.: