Common use of Lender Appointed Attorney-in-Fact Clause in Contracts

Lender Appointed Attorney-in-Fact. Pledgor hereby appoints the Lender as Pledgor's attorney-in-fact, with full authority in the place and stead of Pledgor and in the name of Pledgor or otherwise, from time to time upon the occurrence and continuation of an Event of Default, in the Lender's discretion to take any action and to execute any instrument which the Lender may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation: (i) to receive, indorse and collect all instruments made payable to Pledgor representing any dividend or other distribution in respect of the Collateral or any part thereof and to give full discharge for the same; (ii) to ask, demand, collect, sue for, recover, compound, receive and give acquixxxnce and receipts for money due and to become due under or in respect of any of the Collateral; (iii) to file any claims or take any action or institute any proceedings which the Lender may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Lender with respect to any of the Collateral; and (iv) generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Lender were the absolute owner thereof for all purposes, and to do, at the Lender's option and Pledgor's expense, at any time, and from time to time, all acts that the Lender deems necessary to protect, preserve or realize upon the Collateral and the Lender's security interest therein, in order to effect the intent of this Agreement, all as full and effectively as Pledgor might do. This appointment as attorney-in-fact is coupled with an interest and is irrevocable. In performing its functions and duties under this Agreement, the Lender has not assumed and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for Pledgor. 115 of 193

Lender Appointed Attorney-in-Fact. (a) To effectuate the terms and provisions hereof, each Pledgor hereby appoints Xxxxxx X. Xxxxx, General Counsel of the Lender as each Pledgor's attorney-in-fact, fact for the purpose (with full authority in power of such attorney or of Lender to substitute any other executive officer of Lender), following five (5) days' written notice to the place defaulting Pledgor from and stead of Pledgor and in the name of Pledgor or otherwise, from time to time upon after the occurrence and continuation during the continuance of an Event of DefaultDefault of such Pledgor, in of carrying out the Lender's discretion to take provisions of this Pledge Agreement and taking any action and to execute executing any instrument which the Lender may deem necessary or advisable to accomplish the purposes of this AgreementPledge Agreement in accordance with its terms with respect to such defaulting Pledgor. Without limiting the generality of the foregoing, includingthe Lender shall, without limitationfrom and after the occurrence and during the continuance of an Event of Default, have the right and power to: (i) to receive, indorse endorse without recourse and collect all instruments checks and other orders for the payment of money made payable to such Pledgor representing any dividend interest or distribution or other distribution amount payable in respect of the to his/her/its Pledged Collateral or any part thereof and to give full discharge for the same; (ii) execute endorsements, assignments or other instruments of conveyance or transfer with respect to ask, demand, collect, sue for, recover, compound, receive and give acquixxxnce and receipts for money due and to become due under all or in respect of any of the Collateralsuch Pledged Collateral all without recourse; (iii) exercise all rights of such Pledgor under the LLC Agreement, including, without limitation, the right to file sign any claims or take any action or institute any proceedings which the Lender may deem and all amendments, instruments, certificates, proxies, and other writings necessary or desirable for advisable to exercise all rights and privileges of (or on behalf of) the collection of any owner of the Collateral or otherwise to enforce the Pledged Collateral, including, without limitation, all voting rights of the Lender with respect to any of the CollateralPledged Equity Interests; and (iv) generally to sell, transfer, pledge, make any agreement with respect to execute and file UCC financing statements or otherwise deal with continuation statements on behalf of such Pledgor. (b) All acts done under the foregoing authorization are hereby ratified and approved and neither the Lender nor any of the Collateral as fully its designees or agents shall be liable for any acts of commission or omission, for any error of judgment or for any mistake of fact or law except for acts of bad faith, gross negligence and completely as though the Lender were the absolute owner thereof for all purposeswillful misconduct. (c) This power of attorney, and to do, at the Lender's option and Pledgor's expense, at any time, and from time to time, all acts that the Lender deems necessary to protect, preserve or realize upon the Collateral and the Lender's security interest therein, in order to effect the intent of this Agreement, all as full and effectively as Pledgor might do. This appointment as attorney-in-fact is being coupled with an interest and interest, is irrevocable. In performing its functions and duties under this Agreementirrevocable for so long as any Commitments remain unpaid. (d) Notwithstanding the foregoing, in no event shall the Lender has not assumed and shall not incur, create or assume or be deemed to have incurred, created or assumed any obligation toward new obligations or relationship liabilities of agency any Pledgor to the Lender or trust with or for Pledgor. 115 to third parties by virtue of 193the exercise by the Lender of the power of attorney described in this paragraph.

Lender Appointed Attorney-in-Fact. Pledgor Each Grantor hereby appoints the Lender as Pledgor's the attorney-in-fact, with full authority in fact of such Grantor for the place purpose of carrying out the provisions of this Agreement and stead of Pledgor and in the name of Pledgor or otherwise, from time to time upon the occurrence and continuation of an Event of Default, in the Lender's discretion to take taking any action and to execute executing any instrument which that the Lender may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of this Agreementthe foregoing, includingthe Lender shall have the right, without limitation: upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Lender's name or in the name of such Grantor (ia) to receive, indorse endorse, assign and/or deliver any and collect all instruments made payable to Pledgor representing any dividend notes, acceptances, checks, drafts, money orders or other distribution in respect evidences of payment relating to the Collateral or any part thereof and to give full discharge for the same; thereof; (iib) to ask, demand, collect, sue forreceive payment of, recover, compound, receive give receipt for and give acquixxxnce discharges and receipts for money due and to become due under releases of all or in respect of any of the Collateral; ; (iiic) to file any claims or take any action or institute any proceedings which sign the Lender may deem necessary or desirable for the collection name of any Grantor on any invoice or xxxx of the Collateral or otherwise to enforce the rights of the Lender with respect lading relating to any of the Collateral; and (ivd) generally to send verifications of Accounts Receivable to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Lender; and (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Lender were the absolute owner thereof of the Collateral for all purposes; provided that nothing herein contained shall be construed as requiring or obligating the Lender to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Lender, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Lender shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to doany Grantor for any act or failure to act hereunder, at except for their own gross negligence or willful misconduct. For the Lender's option and Pledgor's expenseavoidance of doubt, at any time, and from time to time, all acts that the Lender deems necessary to protect, preserve or realize upon the Collateral and the Lender's security interest therein, in order to effect the intent for purposes of this Agreement, all as full and effectively as Pledgor might do. This appointment as attorney-in-fact is coupled with an interest and is irrevocable. In performing its functions and duties under this AgreementSection 7.15, the Lender has not assumed and term “Collateral” shall not be deemed include any assets of any Loan Party upon which a Lien is granted pursuant to have assumed any obligation toward or relationship of agency or trust with or for Pledgor. 115 of 193other Security Document to secure any Secured Obligations.

Lender Appointed Attorney-in-Fact. Pledgor The Grantor hereby appoints the Lender as Pledgor's its attorney-in-fact, with full authority in fact for the place purpose of carrying out the provisions of this Agreement and stead of Pledgor and in the name of Pledgor or otherwise, from time to time upon the occurrence and continuation of an Event of Default, in the Lender's discretion to take taking any action and to execute executing any instrument which the Lender may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of this Agreementthe foregoing, includingthe Lender shall have the right, without limitation: (i) upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Lender's name or in the name of the Grantor, to receiveask for, indorse demand, xxx for, collect, receive receipt and collect give acquittance for any and all moneys due or to become due and under and by virtue of any Collateral, to endorse checks, drafts, orders and other instruments made for the payment of money payable to Pledgor the Grantor representing any dividend interest or dividend, or other distribution payable in respect of the Collateral or any part thereof or on account thereof and to give full discharge for the same; (ii) , to asksettle, demandcompromise, collectprosecute or defend any action, sue forclaim or proceeding with respect thereto, recoverand to sell, compoundassign, receive endorse, pledge, transfer and give acquixxxnce and receipts for money make any agreement respecting, or otherwise deal with, the same; provided, however, that nothing herein contained shall be construed as requiring or obligating the Lender to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Lender, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due and or to become due under or in respect of thereof or any of the Collateral; (iii) to file any claims or take any property covered thereby, and no action or institute any proceedings which taken by the Lender may deem necessary or desirable for the collection of any of omitted to be taken with respect to the Collateral or otherwise any part thereof shall give rise to enforce the rights any defense, counterclaim or offset in favor of the Lender with respect Grantor or to any claim or action against the Lender in the absence of the Collateral; and (iv) generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any gross negligence of wilful misconduct of the Collateral as fully and completely as though the Lender were the absolute owner thereof for all purposes, and to do, at the Lender's option and Pledgor's expense, at any time, and from time to time, all acts that the Lender deems necessary to protect, preserve or realize upon the Collateral and the Lender's security interest therein, in order to effect the intent of this Agreement, all as full and effectively as Pledgor might do. This appointment as attorney-in-fact is coupled with an interest and is irrevocable. In performing its functions and duties under this Agreement, the Lender has not assumed and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for Pledgor. 115 of 193.

Lender Appointed Attorney-in-Fact. Each Pledgor hereby appoints the Lender as Pledgor's the attorney-in-fact, with full authority in the place and stead fact of such Pledgor and in the name of Pledgor or otherwise, from time to time upon the occurrence and continuation of following an Event of Default, in Default which is continuing for the Lender's discretion to take purpose of carrying out the provisions of this Agreement and taking any action and to execute executing any instrument which that the Lender may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of this Agreementthe foregoing, includingthe Lender shall have the right, without limitation: (i) upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Lender's name or in the name of such Pledgor, to receiveask for, indorse demand, xxx for, collect, receive and collect give acquittance for any and all moneys due or to become due under and by virtue of any Collateral, to endorse checks, drafts, orders and other instruments made for the payment of money payable to the Pledgor representing any interest or dividend or other distribution payable in respect of the Collateral or any part thereof or on account thereof and to give full discharge for the same; (ii) , to asksettle, demandcompromise, collectprosecute or defend any action, sue forclaim or proceeding with respect thereto, recoverand to sell, compoundassign, receive endorse, pledge, transfer and give acquixxxnce and receipts for money to make any agreement respecting, or otherwise deal with, the same; provided, however, that nothing herein contained shall be construed as requiring or obligating the Lender to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Lender, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due and or to become due under or in respect of thereof or any property covered thereby. The Lender shall be accountable only for amounts actually received as a result of the Collateral; (iii) to file any claims or take any action or institute any proceedings which the Lender may deem necessary or desirable for the collection of any exercise of the Collateral powers granted to them herein, and neither they nor their officers, directors, employees or otherwise to enforce the rights of the Lender with respect agents shall be responsible to any of the Collateral; and (iv) generally Pledgor for any act or failure to sellact hereunder, transfer, pledge, make any agreement with respect to except for their own gross negligence or otherwise deal with any of the Collateral as fully and completely as though the Lender were the absolute owner thereof for all purposes, and to do, at the Lender's option and Pledgor's expense, at any time, and from time to time, all acts that the Lender deems necessary to protect, preserve or realize upon the Collateral and the Lender's security interest therein, in order to effect the intent of this Agreement, all as full and effectively as Pledgor might do. This appointment as attorney-in-fact is coupled with an interest and is irrevocable. In performing its functions and duties under this Agreement, the Lender has not assumed and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for Pledgor. 115 of 193willful misconduct.

Lender Appointed Attorney-in-Fact. Except as otherwise provided herein, Pledgor hereby appoints Lender the Lender as Pledgor's attorney-in-fact, with full authority in the place and stead fact of Pledgor and in for the name purposes of Pledgor carrying out the provisions of this Pledge Agreement or otherwise, from time to time upon the occurrence and continuation of an Event of Default, in the Lender's discretion to take taking any action and to execute or executing any instrument which the that Lender may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of this Agreementthe foregoing, includingLender shall have the right, without limitation: (i) upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in Lender’s name or in the name of Pledgor, to receiveask for, indorse demand, xxx for, collect, receive and collect give acquittance for any and all monies due or to become due under or by virtue of any Collateral, to endorse checks, drafts, orders and other instruments made for the payment of money payable to Pledgor representing any dividend or other distribution in respect of the constituting Collateral or any part thereof or on account thereof and to give full discharge for the same; (ii) , to asksettle, demandcompromise, collectprosecute or defend any action, sue forclaim or proceeding with respect thereto, recoverand to sell, compoundassign, receive endorse, pledge, transfer and give acquixxxnce and receipts for money make any agreement respecting, or otherwise deal with, the same; provided, however, that nothing herein contained shall be construed as requiring or obligating Lender to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by Lender, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the monies due and or to become due under or in respect thereof or any property covered thereby, and no action taken by Lender or omitted to be taken with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any of the Collateral; (iii) to file any claims Pledgor or take any action or institute any proceedings which the Lender may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Lender with respect to any of the Collateral; and (iv) generally to sell, transfer, pledge, make any agreement with respect to claim or otherwise deal with any of the Collateral as fully and completely as though the Lender were the absolute owner thereof for all purposes, and to do, at the action against Lender's option and Pledgor's expense, at any time, and from time to time, all acts that the Lender deems necessary to protect, preserve or realize upon the Collateral and the Lender's security interest therein, in order to effect the intent of this Agreement, all as full and effectively as Pledgor might do. This appointment as attorney-in-fact is coupled with an interest and is irrevocable. In performing its functions and duties under this Agreement, the Lender has not assumed and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for Pledgor. 115 of 1934

Lender Appointed Attorney-in-Fact. Pledgor The Company hereby irrevocably constitutes and appoints the Lender and any officer or agent thereof, with full power of substitution, as Pledgor's its true and lawful attorney-in-fact, fact with full irrevocable power and authority in the place and stead of Pledgor the Company and in the name of Pledgor the Company or otherwisein its own name, from time for the purpose of carrying out the terms of this Agreement, to time take, upon the occurrence and continuation during the continuance of an any Default of the nature referred to in Section 6 (B) or (C) of the Promissory Note or any Event of Default, in the Lender's discretion to take any and all appropriate action and to execute any instrument which the Lender and all documents and instruments that may deem be necessary or advisable desirable to accomplish the purposes of this Agreement, includingand, without limitationlimiting the generality of the foregoing, the Company hereby gives the Lender the power and right, on behalf of the Company, without notice to or assent by the Company, to do any or all of the following: (ia) to receivein the name of the Company or its own name, or otherwise, take possession of and indorse and collect all instruments made payable to Pledgor representing any dividend checks, drafts, notes, acceptances or other distribution in respect of the Collateral or any part thereof and to give full discharge instruments for the same; (ii) to ask, demand, collect, sue for, recover, compound, receive and give acquixxxnce and receipts for money due and to become payment of moneys due under or in respect of any of the Collateral; (iii) to Collateral and file any claims claim or take any other action or institute proceeding in any proceedings which court of law or equity or otherwise deemed appropriate by the Lender may deem necessary or desirable for the collection purpose of collecting any and all such moneys due under or in respect of any Collateral whenever payable; and (i) direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or otherwise to enforce the rights of become due thereunder directly to the Lender or as the Lender shall direct; (ii) ask or demand for, collect, and receive payment of and give receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral; (iii) receive, collect, sign and indorse any drafts or other instruments, documents and chattel paper in connection with respect to any of the Collateral; and (iv) generally commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any portion thereof and to enforce any other right in respect of any Collateral; (v) defend any suit, action or proceeding brought against the Company with respect to any Collateral; (vi) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or releases as the Lender may deem appropriate; and (vii) generally, sell, transfer, pledge, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Lender were the absolute owner thereof for all purposes, and to do, at the Lender's option and Pledgorthe Company's expense, at any time, and or from time to time, all acts and things that the Lender deems necessary to protect, preserve or realize upon the Collateral and the Lender's security interest therein, in order interests therein and to effect the intent of this Agreement, all as full fully and effectively as Pledgor the Company might do. This appointment as attorney-in-fact The Company hereby acknowledges, consents and agrees that the power of attorney granted pursuant to this Section is irrevocable and coupled with an interest and is irrevocable. In performing its functions and duties under this Agreement, the Lender has not assumed and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for Pledgor. 115 of 193interest.

Lender Appointed Attorney-in-Fact. Pledgor The Grantor hereby irrevocably appoints the Lender as Pledgor's the Grantor’s attorney-in-fact, coupled with an interest, with full power of substitution and full authority in the place and stead of Pledgor the Grantor and in the name of Pledgor the Grantor or otherwise, from time to time upon the occurrence and continuation of an Event of Default, in the Lender's discretion ’s discretion, to take any action and to execute prepare, execute, sign, acknowledge delivery, record and/or file any instrument which instrument, notices or other documents of any kind that the Lender may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation: , (ia) to receive, indorse and collect all instruments made payable to Pledgor representing direct any dividend or other distribution in respect party liable for any payment under any of the Collateral or to make payment of any part thereof and all monies due and to give full discharge for become due thereunder directly to the same; Lender or as the Lender shall direct, (iib) to askobtain and adjust insurance required to be paid to the Lender pursuant to Section 7, (c) to enter into any premises where any of the Collateral is located and to take possession and control of same, to take possession and control of all books and records of the Grantor relating to the Collateral, and to ask for, demand, collect, sue xxx for, recover, compoundcompromise, receive and give acquixxxnce acquittance and receipts for money moneys due and to become due under or in respect of any of the Collateral; , (iiid) to receive, indorse and collect any checks, drafts or other instruments, documents and chattel paper, in connection with clause (a) or (b) above, (e) to file any claims or take any action or institute any proceedings which that the Lender may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Lender with respect to any of the Collateral; and , (ivf) generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Lender were the absolute owner thereof for all purposes, and to do, at the Lender's option and Pledgor's expense, at any time, and from time to time, do all acts that and things which the Lender deems necessary to protect, preserve or realize upon the Collateral and the Lender's ’s security interest therein, in order to effect the intent of this Agreement, all as full fully and effectively as Pledgor the Grantor might do. This appointment do and (g) to promptly execute and deliver all further instruments and documents, and take all further action as attorney-in-fact is coupled with an interest and is irrevocable. In performing its functions and duties under this Agreement, the Lender has not assumed and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for Pledgor. 115 of 193contemplated by Section 5 hereof.

Lender Appointed Attorney-in-Fact. Pledgor The Grantor hereby irrevocably appoints the Lender as Pledgorthe Grantor's attorney-in-fact, coupled with an interest, with full authority in the place and stead of Pledgor the Grantor and in the name of Pledgor the Grantor or otherwise, from time to time upon the occurrence and continuation of an Event of Default, in the Lender's discretion discretion, to take any action and to execute any instrument which that the Lender may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation: limitation (ia) to receive, indorse and collect all instruments made payable to Pledgor representing direct any dividend or other distribution in respect party liable for any payment under any of the Collateral or to make payment of any part thereof and all monies due and to give full discharge for become due thereunder directly to the same; Lender or as the Lender shall direct, (iib) to askobtain and adjust insurance required to be paid to the Lender pursuant to Section 7, (c) to enter into any premises where any of the Collateral is located and to take possession and control of same, to take possession and control of all books and records of the Grantor relating to the Collateral, and to ask for, demand, collect, sue xxx for, recover, compoundcompromise, receive and give acquixxxnce acquittance and receipts for money moneys due and to become due under or in respect of any of the Collateral; , (iiid) to receive, indorse and collect any checks, drafts or other instruments, documents and chattel paper, in connection with clause (a) or (b) above, (e) to file any claims or take any action or institute any proceedings which that the Lender may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Lender with respect to any of the Collateral; and , (ivf) generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Lender were the absolute owner thereof for all purposes, and to do, at the Lender's option and Pledgor's expense, at any time, and from time to time, do all acts that and things which the Lender deems necessary to protect, preserve or realize upon the Collateral and the Lender's security interest therein, in order to effect the intent of this Agreement, all as full fully and effectively as Pledgor the Grantor might do. This appointment do and (g) to promptly execute and deliver all further instruments and documents, and take all further action as attorney-in-fact is coupled with an interest and is irrevocable. In performing its functions and duties under this Agreement, the Lender has not assumed and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for Pledgor. 115 of 193contemplated by Section 5 hereof.

Lender Appointed Attorney-in-Fact. Pledgor hereby appoints the Lender as Pledgor's attorney-in-fact, with full authority in the place and stead of Pledgor and in the name of Pledgor or otherwise, from time to time upon the occurrence and continuation of an Event of Default, in the Lender's discretion to take any action and to execute any instrument which the Lender may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation: (i) to receive, indorse and collect all instruments made payable to Pledgor representing any dividend or other distribution in respect of the Collateral or any part thereof and to give full discharge for the same; (ii) to ask, demand, collect, sue xxx for, recover, compound, receive and give acquixxxnce acquittance and receipts for money due and to become due under or in respect of any of the Collateral; (iii) to file any claims or take any action or institute any proceedings which the Lender may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Lender with respect to any of the Collateral; and (iv) generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Lender were the absolute owner thereof for all purposes, and to do, at the Lender's option and Pledgor's expense, at any time, and from time to time, all acts that the Lender deems necessary to protect, preserve or realize upon the Collateral and the Lender's security interest therein, in order to effect the intent of this Agreement, all as full and effectively as Pledgor might do. This appointment as attorney-in-fact is coupled with an interest and is irrevocable. In performing its functions and duties under this Agreement, the Lender has not assumed and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for Pledgor. 115 130 of 193

Lender Appointed Attorney-in-Fact. Pledgor The Grantor hereby irrevocably appoints the Lender as Pledgor's the Grantor’s attorney-in-fact, coupled with an interest, with full authority in the place and stead of Pledgor the Grantor and in the name of Pledgor the Grantor or otherwise, from time to time upon the occurrence and continuation of an Event of Default, in the Lender's discretion ’s discretion, to take any action and to execute any instrument which that the Lender may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation: limitation (ia) to receive, indorse and collect all instruments made payable to Pledgor representing direct any dividend or other distribution in respect party liable for any payment under any of the Collateral or to make payment of any part thereof and all monies due and to give full discharge for become due thereunder directly to the same; Lender or as the Lender shall direct, (iib) to askobtain and adjust insurance required to be paid to the Lender pursuant to Section 7, (c) to enter into any premises where any of the Collateral is located and to take possession and control of same, to take possession and control of all books and records of the Grantor relating to the Collateral, and to ask for, demand, collect, sue xxx for, recover, compoundcompromise, receive and give acquixxxnce acquittance and receipts for money moneys due and to become due under or in respect of any of the Collateral; , (iiid) to receive, indorse and collect any checks, drafts or other instruments, documents and chattel paper, in connection with clause (a) or (b) above, (e) to file any claims or take any action or institute any proceedings which that the Lender may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Lender with respect to any of the Collateral; and , (ivf) generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Lender were the absolute owner thereof for all purposes, and to do, at the Lender's option and Pledgor's expense, at any time, and from time to time, do all acts that and things which the Lender deems necessary to protect, preserve or realize upon the Collateral and the Lender's ’s security interest therein, in order to effect the intent of this Agreement, all as full fully and effectively as Pledgor the Grantor might do. This appointment do and (g) to promptly execute and deliver all further instruments and documents, and take all further action as attorney-in-fact is coupled with an interest and is irrevocable. In performing its functions and duties under this Agreement, the Lender has not assumed and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for Pledgor. 115 of 193contemplated by Section 5 hereof.

Lender Appointed Attorney-in-Fact. Pledgor hereby appoints the Lender as Pledgor's attorney-in-fact, with full authority in the place and stead of Pledgor and in the name of Pledgor or otherwise, from time to time upon the occurrence and continuation of an Event of Default, in the Lender's discretion to take any action and to execute any instrument which the Lender may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation: (i) to receive, indorse and collect all instruments made payable to Pledgor representing any dividend or other distribution in respect of the Collateral or any part thereof and to give full discharge for the same; (ii) to ask, demand, collect, sue xxx for, recover, compound, receive and give acquixxxnce acquittance and receipts for money due and to become due under or in respect of any of the Collateral; (iii) to file any claims or take any action or institute any proceedings which the Lender may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Lender with respect to any of the Collateral; and (iv) generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Lender were the absolute owner thereof for all purposes, and to do, at the Lender's option and Pledgor's expense, at any time, and from time to time, all acts that the Lender deems necessary to protect, preserve or realize upon the Collateral and the Lender's security interest therein, in order to effect the intent of this Agreement, all as full and effectively as Pledgor might do. This appointment as attorney-in-fact is coupled with an interest and is irrevocable. In performing its functions and duties under this Agreement, the Lender has not assumed and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for Pledgor. 115 155 of 193

Lender Appointed Attorney-in-Fact. Pledgor The Grantor hereby appoints the Lender as Pledgor's the assignee of the Purchaser its attorney-in-fact, with full authority in fact for the place purpose of carrying out the provisions of this Agreement and stead of Pledgor and in the name of Pledgor or otherwise, from time to time upon the occurrence and continuation of an Event of Default, in the Lender's discretion to take taking any action and to execute executing any instrument which the Lender as the assignee of the Purchaser may deem necessary or advisable after the occurrence and during the continuance of an Event of Termination to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of this Agreementthe foregoing, includingthe Lender as the assignee of the Purchaser shall have the right, without limitation: (i) upon the occurrence and during the continuance of an Event of Termination, with full power of substitution either in the Purchaser's name or in the name of the Grantor, to receiveask for, indorse demand, sue for, collect, receive receipt and collect give acquittance for xxy and all moneys due or to become due and under and by virtue of any Collateral, to endorse checks, drafts, orders and other instruments made for the payment of money payable to Pledgor the Grantor representing any dividend interest or dividend, or other distribution payable in respect of the Collateral or any part thereof or on account thereof and to give full discharge for the same; (ii) , to asksettle, demandcompromise, collectprosecute or defend any action, sue forclaim or proceeding with respect thereto, recoverand to sell, compoundassign, receive endorse, pledge, transfer and give acquixxxnce and receipts for money make any agreement respecting, or otherwise deal with, the same; provided, however, that nothing herein contained shall be construed as requiring or obligating the Lender as the assignee of the Purchaser to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Lender as the assignee of the Purchaser, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due and or to become due under or in respect of thereof or any property covered thereby, and no action taken by the Lender as the assignee of the Collateral; (iii) Purchaser or omitted to file any claims or take any action or institute any proceedings which the Lender may deem necessary or desirable for the collection of any of be taken with respect to the Collateral or otherwise any part thereof shall give rise to enforce any defense, counterclaim or offset in favor of the rights Grantor or to any claim or action against the Lender as the assignee of the Purchaser in the absence of the gross negligence or wilful misconduct of the Lender with respect to any as the assignee of the Collateral; and (iv) generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Lender were the absolute owner thereof for all purposes, and to do, at the Lender's option and Pledgor's expense, at any time, and from time to time, all acts that the Lender deems necessary to protect, preserve or realize upon the Collateral and the Lender's security interest therein, in order to effect the intent of this Agreement, all as full and effectively as Pledgor might do. This appointment as attorney-in-fact is coupled with an interest and is irrevocable. In performing its functions and duties under this Agreement, the Lender has not assumed and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for Pledgor. 115 of 193Purchaser.

Lender Appointed Attorney-in-Fact. Pledgor hereby authorizes and irrevocably appoints the Lender as Pledgor's true and lawful attorney-in-fact, fact with full authority in the place and stead power of Pledgor and in the name of Pledgor or otherwise, from time to time upon the occurrence and continuation of an Event of Default, in the Lender's discretion substitution to take any action and to execute or otherwise authenticate any instrument which the record or other documentation that Lender may deem considers necessary or advisable to accomplish the purposes of this Agreement, includingincluding but not limited to, without limitation: the following actions: (ia) to endorse, receive, indorse accept and collect all checks, drafts, other payment orders and instruments made payable to Pledgor representing any dividend or other distribution included in respect of the Collateral or representing any part thereof and payment, dividend or distribution relating to give full discharge for the same; (ii) any Collateral or to ask, demand, collect, sue for, recover, compound, receive and give acquixxxnce and receipts for money due and to become due under or in respect of any of the Collateral; (iii) to file any claims or take any other action to enforce, collect or institute any proceedings which the Lender may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Lender with respect to compromise any of the Collateral; and (ivb) generally to sell, transfer, pledge, make transfer any agreement with respect Collateral (including converting physical certificates to book-entry holdings) into the name of Lender or otherwise deal with its nominee or any broker-dealer (which may be an affiliate of the Collateral as fully and completely as though the Lender were the absolute owner thereof for all purposes, Lender) and to do, at the Lender's option and execute any control agreement covering any Collateral on Pledgor's expense, at any time, behalf and from time to time, all acts that the Lender deems necessary to protect, preserve or realize upon the Collateral and the Lender's security interest therein, in order to effect the intent of this Agreement, all as full and effectively as Pledgor might do. This appointment as attorney-in-fact is for Pledgor in order to perfect Lender's continuing security interest in the Collateral and in order to provide Lender with control of the Collateral, and Pledgor's signature on this Agreement or other authentication of this Agreement shall constitute an irrevocable direction by Pledgor to any bank, custodian, broker dealer, any other securities intermediary or commodity intermediary holding any Collateral or any issuer of any letters of credit to comply with any instructions or entitlement orders, of Lender without further consent of Pledgor; (c) to participate in any recapitalization, reclassification, reorganization, consolidation, redemption, stock split, merger or liquidation of any issuer of securities which constitute Collateral, and in connection therewith Lender may deposit or surrender control of the Collateral, accept money or other property in exchange for the Collateral, and take such action as it deems proper in connection therewith, and any money or property received on account of or in exchange for the Collateral shall be applied to the Indebtedness or held by Lender thereafter as Collateral pursuant to the provisions hereof; (d) to exercise any right, privilege or option pertaining to any Collateral, but Lender has no obligation to do so; (e) to file any claims, take any actions or institute any proceedings which Lender determines to be necessary or appropriate to collect or preserve the Collateral or to enforce Lender's rights with respect to the Collateral; (f) to execute in the name or otherwise authenticate on behalf of Pledgor any record reasonably believed necessary or appropriate by Lender for compliance with laws, rules or regulations applicable to any Collateral, or in connection with exercising Lender's rights under this Agreement; (g) to file any financing statement relating to this Agreement electronically, and Lender's transmission of Pledgor's signature on and authentication of the financing statement shall constitute Pledgor's signature on and authentication of the financing statement; (h) to make any compromise or settlement it deems desirable or proper with reference to the Collateral; (i) to do and take any and all actions with respect to the Collateral and to perform any of Pledgor's obligations under this Agreement; and (j) to execute any documentation reasonably believed necessary by Lender for compliance with Rule 144 or any other restrictions, laws, rules or regulations applicable to any Collateral hereunder that constitutes restricted or control securities under the securities laws. The foregoing appointments are irrevocable and coupled with an interest and is irrevocable. In performing its functions and duties under this Agreement, shall survive the Lender has not assumed death or disability of Pledgor and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for Pledgorrevoked without Lender’s written consent. 115 of 193To the extent permitted by law, Pledgor hereby ratifies all said attorney-in-fact shall lawfully do by virtue hereof.

Lender Appointed Attorney-in-Fact. (a) The Pledgor hereby appoints the Lender as (and any officer or agent of the Lender with full power of substitution and revocation) the Pledgor's true and lawful attorney-in-fact, coupled with an interest, with full authority in the place and stead of the Pledgor and in the name of the Pledgor or otherwise, from time to time upon the occurrence and continuation of an Event of Default, in the Lender's discretion to (i) if an Acceleration Default occurs and is continuing, take any action and to execute any instrument which the Lender may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation: , (iA) to receive, indorse endorse and collect all instruments made payable to the Pledgor representing any income, dividend or other distribution in respect of the Pledged Collateral or any part or proceeds thereof and to give full discharge for the same; ; (B) to transfer the Pledged Collateral, in whole or in part, to the name of the Lender or such other Person or Persons as the Lender may designate, or to cause the Pledged Shares to be transferred on the books of Prime to the name of the Lender; (C) take possession of and endorse any one or more checks, drafts, bills of exchange, money orders or any other documents received on account of the Pledged Collateral; (D) collect, xxx for and give acquittances for moneys due on account of the foregoing; withdraw any claims, suits, or proceedings pertaining to or arising out of the foregoing; (E) take any other action contemplated by this Agreement; and (F) sign, execute, acknowledge, swear to, verify, deliver, file, record and publish any one or more of the foregoing, and (ii) to ask, demand, collect, sue for, recover, compound, receive at any time execute and give acquixxxnce and receipts for money due and to become due under record or in respect of any file on behalf of the Collateral;Pledgor any evidence of a security interest contemplated by this Agreement and any refilings, continuations or extensions thereof. (iiib) The powers of attorney which shall be granted pursuant to file any claims or take any action or institute any proceedings which the Lender may deem necessary or desirable for the collection of any of the Collateral or otherwise Section 9(a) hereof and all authority thereby conferred shall be granted and conferred solely to enforce the rights of the Lender with respect to any of the Collateral; and (iv) generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Lender were the absolute owner thereof for all purposes, and to do, at protect the Lender's option interests in the Pledged Collateral and Pledgor's expense, at shall not impose any time, and from time to time, all acts that the Lender deems necessary to protect, preserve or realize duty upon the Collateral and the Lender's security interest therein, in order to effect the intent of this Agreement, all as full and effectively as Pledgor might do. This appointment as attorney-in-fact is coupled with an interest to exercise such powers. Such powers of attorney shall be irrevocable prior to the indefeasible payment and is irrevocable. In performing its functions and duties under this Agreement, performance in full of the Lender has not assumed Obligations and shall not be deemed terminated prior thereto or affected by any act of the Pledgor or by operation of law, including, but not limited to, dissolution, liquidation, wind-up, death, disability or incompetency of any Person, the termination of any trust, or the occurrence of any other event, and if the Pledgor should become bankrupt, insolvent, or come under the direct regulation of similar laws which affect the rights of creditors generally or any other event should occur before the indefeasible payment and performance in full of the Obligations and termination of the Credit Agreement, the Note and the other Loan Documents, such attorney-in-fact shall nevertheless be fully authorized to have assumed any obligation toward or relationship act under such powers of agency or trust with or for Pledgor. 115 attorney as if such event had not occurred and regardless of 193notice thereof.

Lender Appointed Attorney-in-Fact. Pledgor Each Loan Party hereby appoints the Lender as Pledgor's the attorney-in-fact, with full authority in fact of such Loan Party for the place purpose of carrying out the provisions of this Agreement and stead of Pledgor and in the name of Pledgor or otherwise, from time to time upon the occurrence and continuation of an Event of Default, in the Lender's discretion to take taking any action and to execute executing any instrument which that the Lender may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of this Agreementthe foregoing, includingthe Lender shall have the right, without limitation: upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Lender’s name or in the name of the Borrower (ia) to receive, indorse endorse, assign and/or deliver any and collect all instruments made payable to Pledgor representing any dividend notes, acceptances, checks, drafts, money orders or other distribution in respect evidences of payment relating to the Collateral or any part thereof and to give full discharge for the same; thereof, (iib) to ask, demand, collect, sue forreceive payment of, recover, compound, receive give receipt for and give acquixxxnce discharges and receipts for money due and to become due under releases of all or in respect of any of the Collateral; , (iiic) to file commence and prosecute any claims and all suits, actions or take proceedings at law or in equity in any action court of competent jurisdiction to collect or institute any proceedings which the Lender may deem necessary otherwise realize on all or desirable for the collection of any of the Collateral or otherwise to enforce the any rights in respect of the Lender with respect any Collateral, (d) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; and Collateral and (ive) generally to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement in accordance with its terms, as fully and completely as though the Lender were the absolute owner thereof of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Lender to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Lender, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Lender shall be accountable only for amounts actually received as a result of the exercise of the powers granted to it herein, and neither it nor its officers, directors, employees or agents shall be responsible to doany Loan Party for any act or failure to act hereunder, at the Lender's option and Pledgor's expenseexcept for its own gross negligence, at any time, and from time to time, all acts that the Lender deems necessary to protect, preserve wilful misconduct or realize upon the Collateral and the Lender's security interest therein, in order to effect the intent of this Agreement, all as full and effectively as Pledgor might do. This appointment as attorney-in-fact is coupled with an interest and is irrevocable. In performing its functions and duties under this Agreement, the Lender has not assumed and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for Pledgor. 115 of 193bad faith.

Lender Appointed Attorney-in-Fact. Pledgor hereby The Debtor appoints the Lender as Pledgor's its attorney-in-fact, fact with full authority in the place and stead of Pledgor the Debtor and in the name of Pledgor the Debtor or otherwise, from time to time upon the occurrence and continuation of an Event of Default, in the Lender's discretion discretion, after an Event of Default under the Letter of Credit Agreement has occurred and is continuing (but in all instances subject to Section 11 hereof), to take any action and to execute any instrument which that the Lender may deem necessary or advisable to accomplish the purposes of this AgreementAgreement (subject to the provisions of any applicable law), including, without limitation: , to (i) ask, demand, collect, xxx for, recover, compromise, receive and give acquittances and receipts for moneys due and to become due under or in connection with the Collateral, (ii) receive, indorse endorse and collect all drafts or other instruments and documents made payable to Pledgor the Debtor in connection therewith or representing any payment, dividend or other distribution in respect of the Collateral or any part thereof and to give full discharge for the same; (ii) to ask, demand, collect, sue for, recover, compound, receive and give acquixxxnce and receipts for money due and to become due under or in respect of any of the Collateral; (iii) to file any claims or take any action or institute any proceedings which the Lender may deem to be necessary or desirable for the collection of any of the Collateral or otherwise to Collateral, (iv) enforce the rights of the Lender with respect to any of the Collateral and compliance with the terms and conditions of this Agreement, the Letter of Credit Agreement and the other Fundamental Documents, (v) pay or discharge taxes or Liens levied or placed upon or threatened against the Collateral; and , the legality or validity thereof and the amounts necessary to discharge the same to be determined by the Lender in its sole discretion, and such payments made by the Lender to become obligations of the Debtor to the Lender, due and payable in accordance with the Letter of Credit Agreement, (ivvi) generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Lender were the absolute owner thereof for all purposes, and to (vii) do, at the Lender's option and Pledgorthe Debtor's expense, at any time, and or from time to time, all acts and things that the Lender deems necessary to protect, preserve or realize upon the Collateral and the Lender's security interest therein, in order to effect the intent of this Agreement, all as full fully and effectively as Pledgor the Debtor might do. This appointment as attorney-in-fact is coupled with an interest and is irrevocable. In performing its functions and duties under this Agreement, the Lender has not assumed and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for Pledgor. 115 of 193.

Lender Appointed Attorney-in-Fact. Pledgor Each of Borrowers hereby irrevocably appoints the Lender as Pledgor's such Borrowers’ attorney-in-fact, with full authority in the place and stead of Pledgor such Borrowers and in the name of Pledgor or otherwise, from time to time upon the occurrence and continuation of an Event of Defaultsuch Borrowers, in the Lender's discretion ’s discretion, to take any action and to execute any instrument which the that Lender may deem reasonably necessary or advisable to accomplish the purposes of this Agreement, from time to time after the occurrence and during the continuation of a Default, including, without limitation: : (ia) to receive, indorse obtain and collect all instruments made payable adjust insurance (including any claims thereunder) required to Pledgor representing any dividend be maintained by such Borrowers or other distribution in respect of the Collateral or any part thereof and paid to give full discharge for the same; Lender; (iib) to askask for, demand, collect, sue xxx for, recover, compound, receive and give acquixxxnce acquittance and receipts for money moneys due and to become due under or in respect of any of the Collateral; ; (iiic) to receive, endorse and collect any drafts or other instruments, documents and chattel paper in connection with clauses (a) and (b) above; (d) to file any claims or take any action or institute any proceedings which the that Lender may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Lender with respect to any of the Collateral; and (ive) to pay or discharge taxes or liens (other than liens permitted under the Financing Documents) levied or placed upon or threatened against the Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by Lender in its sole discretion, any such payments made by Lender to become obligations of such Borrowers to Lender, due and payable immediately without demand; (f) to sign and endorse any invoices, drafts against debtors, assignments, verifications and notices in connection with accounts and other documents relating to the Collateral; and (g) generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Lender were the absolute owner thereof for all purposes, and to do, at the Lender's ’s option and Pledgor's Borrowers’ expense, at any time, and time or from time to time, all acts and things that the Lender deems necessary to protect, preserve or realize upon the Collateral and the Lender's ’s security interest therein, interests therein in order to effect the intent of this Agreementthe Financing Documents, all as full fully and effectively as Pledgor might do. This appointment as attorney-in-fact is coupled with an interest and is irrevocable. In performing its functions and duties under this Agreement, the Lender has not assumed and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for Pledgor. 115 of 193such Borrowers may choose.

Lender Appointed Attorney-in-Fact. The Pledgor hereby irrevocably appoints the Lender as Pledgor's his attorney-in-fact, with full authority in fact solely for the place purpose of carrying out the provisions of this Pledge Agreement and stead of Pledgor and in the name of Pledgor or otherwise, from time to time upon the occurrence and continuation of an Event of Default, in the Lender's discretion to take taking any action and to execute executing any instrument which the Lender may may, in its sole and absolute discretion, deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of this Agreementthe foregoing, includingthe Lender shall have the right and power, without limitation: if a Default shall have occurred, (ia) to ask for, demand, collect, xxx for, receive, indorse endorse and collect all instruments checks and other orders for the payment of money made payable to the Pledgor representing any interest or dividend or other distribution payable in respect of the Collateral Pledged Shares or any part thereof and to give full discharge for the same; ; (iib) to ask, demand, collect, sue for, recover, compound, receive and give acquixxxnce and any necessary receipts for money due amounts collected or received by the Lender pursuant to this Pledge Agreement and make all necessary transfers of all or any part of the Collateral in connection with any sale or other disposition thereof made pursuant to become due under this Pledge Agreement, and for that purpose to execute all necessary instruments of assignment and transfer; (c) to commence and prosecute any and all suits, actions or proceedings in law or in respect equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral; (iii) to file any claims or take any action or institute any proceedings which the Lender may deem necessary or desirable for the collection of any part of the Collateral or otherwise to enforce the any rights of the Lender with in respect thereof; and (d) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to any or all of the Collateral; and (iv) generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully . The Pledgor hereby ratifies and completely as though confirms all actions performed by the Lender were the absolute owner thereof for all purposes, and to do, at the Lender's option and Pledgor's expense, at any time, and from time to time, all acts that the Lender deems necessary to protect, preserve or realize upon the Collateral and the Lender's security interest therein, in order to effect the intent of this Agreement, all as full and effectively as Pledgor might do. This appointment as attorney-in-fact is coupled with an interest and is irrevocable. In performing its functions and duties under by virtue of this Agreement, the Lender has not assumed and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for Pledgor. 115 of 193section 8.

Lender Appointed Attorney-in-Fact. Pledgor The Borrower hereby appoints the Lender and any officer or agent thereof, as Pledgor's its true and lawful agent and attorney-in-fact, with full authority in fact for the place purpose of carrying out the provisions of this Security Agreement and stead of Pledgor and in the name of Pledgor or otherwise, from time to time upon the occurrence and continuation of an Event of Default, in the Lender's discretion to take taking any action and to execute executing any instrument which that the Lender may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest, and without limiting the generality of this Agreementthe foregoing, includingthe Lender shall have the right, without limitation: with power of substitution for the Borrower and in the Borrower’s name or otherwise, for the use and benefit of the Lender and the other Secured Parties, upon the occurrence and during the continuance of an Event of Default, (i) to receive, indorse endorse, assign and/or deliver any and collect all instruments made payable to Pledgor representing any dividend notes, acceptances, checks, drafts, money orders or other distribution in respect evidences of payment relating to the Collateral owned or held by it or on its behalf or any part thereof and to give full discharge for the same; thereof; (ii) to ask, demand, collect, sue receive payment of, give receipt for, recover, compound, receive and give acquixxxnce discharges and receipts for money due releases of, any of such Collateral; (iii) to sign the name of the Borrower on any invoice or xxxx of lading relating to any of such Collateral; (iv) to send verifications of Receivables included in the Collateral owned or held by it or on its behalf to any Account Debtor; (v) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to become due under collect or otherwise realize on any of the Collateral owned or held by it or on its behalf or to enforce any rights in respect of any of the such Collateral; ; (iiivi) to file settle, compromise, compound, adjust or defend any claims actions, suits or take any action or institute any proceedings which the Lender may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Lender with respect relating to any of the such Collateral; and (ivvii) generally to notify, or to require the Borrower to notify, Account Debtors and other obligors to make payment directly to the Lender, (viii) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with any of such Collateral, and (ix) to do all other acts and things necessary to carry out the Collateral purposes of this Security Agreement, as fully and completely as though the Lender were the absolute owner thereof of such Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Lender or any other Secured Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Lender or any other Secured Party, or to present or file any claim or notice, or to take any action with respect to any of the Collateral or the monies due or to become due in respect thereof or any property covered thereby, and no action taken or omitted to do, at the Lender's option and Pledgor's expense, at any time, and from time to time, all acts that be taken by the Lender deems necessary or any other Secured Party with respect to protect, preserve or realize upon any of the Collateral and shall give rise to any defense, counterclaim or offset in favor of the Lender's security interest therein, in order Borrower or to effect any claim or action against the intent Lender or any other Secured Party. The provisions of this Agreement, all as full and effectively as Pledgor might do. This appointment as attorney-in-fact is coupled Article shall in no event relieve the Borrower of any of its obligations hereunder or under the other Loan Documents with an interest and is irrevocable. In performing its functions and duties under this Agreement, respect to any of the Collateral or impose any obligation on the Lender has not assumed and or any other Secured Party to proceed in any particular manner with respect to any of the Collateral, or in any way limit the exercise by the Lender or any other Secured Party of any other or further right that it may have on the date of this Security Agreement or hereafter, whether hereunder, under any other Loan Document, by law or otherwise. Any sale pursuant to the provisions of this paragraph shall not be deemed to have assumed conform to the commercially reasonable standards as provided in Section 9-611 of the UCC as in effect in the State of Colorado or its equivalent in other jurisdictions (or any obligation toward or relationship of agency or trust with or for Pledgor. 115 of 193successor provisions).

Lender Appointed Attorney-in-Fact. Pledgor Each Grantor hereby appoints the Lender as Pledgor's its attorney-in-fact, with full authority in fact for the place purpose of carrying out the provisions of this Agreement and stead of Pledgor and in the name of Pledgor or otherwise, from time to time upon the occurrence and continuation of an Event of Default, in the Lender's discretion to take taking any action and to execute executing any instrument which the Lender may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of this Agreementthe foregoing, includingthe Lender shall have the right, without limitation: (i) upon the occurrence and during the continuance of an Event of Default, with full power of substi tution either in the Lender's name or in the name of such Grantor, to receiveask for, indorse demand, sue xxx, collect, receive receipt and collect give acquittance for any and all moneys due or to become due and under and by virtue of any Collateral, to endorse checks, drafts, orders and other instruments made for the payment of money payable to Pledgor the applicable Grantor representing any dividend interest or dividend, or other distribution payable in respect of the Collateral or any part thereof or on account thereof and to give full discharge for the same; (ii) , to asksettle, demandcompromise, collectprosecute or defend any action, sue forclaim or proceeding with respect thereto, recoverand to sell, compoundassign, receive endorse, pledge, transfer and give acquixxxnce and receipts for money make any agreement respecting, or otherwise deal with, the same; PROVIDED, HOWEVER, that nothing herein contained shall be construed as requiring or obligating the Lender to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Lender or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due and or to become due under or in respect of thereof or any of the Collateral; (iii) to file any claims or take any property covered thereby, and no action or institute any proceedings which taken by the Lender may deem necessary or desirable for the collection of any of omitted to be taken with respect to the Collateral or otherwise any part thereof shall give rise to enforce any defense, counterclaim or offset in favor of any Grantor or to any claim or action against the rights Lender in the absence of the Lender with respect to any gross negligence or wilful misconduct of the Collateral; and (iv) generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Lender were the absolute owner thereof for all purposes, and to do, at the Lender's option and Pledgor's expense, at any time, and from time to time, all acts that the Lender deems necessary to protect, preserve or realize upon the Collateral and the Lender's security interest therein, in order to effect the intent of this Agreement, all as full and effectively as Pledgor might do. This appointment as attorney-in-fact is coupled with an interest and is irrevocable. In performing its functions and duties under this Agreement, the Lender has not assumed and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for Pledgor. 115 of 193.

Lender Appointed Attorney-in-Fact. Pledgor Pledgors hereby appoints appoint the Lender as Pledgor's Pledgors' attorney-in-fact, with full authority in the place and stead of Pledgor Pledgors and in the name of Pledgor Pledgors or otherwise, from time to time upon the occurrence and continuation of an Event of Default, in the Lender's discretion to take any action and to execute any instrument which the Lender may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation: (i) to receive, indorse endorse and collect all instruments made payable to Pledgor Pledgors representing any dividend or other distribution in respect of the Collateral or any part thereof and to give full discharge for the same; (ii) to ask, demand, collect, sue xxx for, recover, compound, receive and give acquixxxnce acquittance and receipts for money due and to become due under or in respect of any of the Collateral; (iii) to file any claims or take any action or institute any proceedings which the Lender may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Lender with respect to any of the Collateral; and (iv) generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Lender were the absolute owner thereof for all purposes, and to do, at the Lender's option and Pledgor's Pledgors' expense, at any time, and from time to time, all acts that the Lender deems necessary to protect, preserve or realize upon the Collateral and the Lender's security interest therein, in order to effect the intent of this Agreement, all as full and effectively as Pledgor Pledgors might do. This appointment as attorney-in-fact is coupled with an interest and is irrevocable. In performing its functions and duties under this Agreement, the Lender has not assumed and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for Pledgor. 115 of 193Pledgors.