Common use of Lender’s Appointment as Attorney-in-Fact Clause in Contracts

Lender’s Appointment as Attorney-in-Fact. Each Borrower hereby irrevocably constitutes and appoints Lender (and any officer, employee or agent thereof, with full power of substitution, as such Borrower's true and lawful attorney-in-fact with full irrevocable power and authority, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all Attendant Collateral Documents or any documents and instruments that may be necessary or desirable to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby grants to Lender the power and right, on behalf of such Borrower, without notice to or assent: (a) to execute, file and record all such financing statements, certificates of title and other certificates of registration and operation and similar documents and instruments as Lender may deem necessary or desirable to protect, perfect and validate Lender's security interest in the Collateral; (b) to receive, collect, take, indorse, sign, and deliver in such Borrower's or Lender's name, any and all checks, notes, drafts, or other documents or instruments relating to the Collateral; and (c) upon the occurrence and during the continuance of an Event of Default, (i) to notify postal authorities to change the address for delivery of such Borrower's mail to an address designated by Lender, (ii) to open such mail delivered to the designated address, (iii) to sign or indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices to Account Debtors or in connection with accounts and other documents relating to the Collateral, (iv) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any part thereof and to enforce any other right in respect of any Collateral, (v) to settle, make and adjust all claims under such Borrower's policies of insurance, (vi) to negotiate, settle, compromise or adjust any Account, chattel paper or General Intangible, and (vii) 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 Lender were the absolute owner thereof for all purposes, and to do, at Lender's option, at any time or from time to time, all acts and things which Lender deems necessary to protect, preserve or realize upon the Collateral and Lender's security interest therein, in order to effect the intent of this Agreement to the extent permitted by applicable law. If Lender shall incur any cost or expense in exercising any power and right granted to it under this Section 4.6, and should such Borrower not immediately reimburse Lender for such amounts upon demand, interest shall accrue thereon, from the date of demand until paid in full, at the highest rate set forth in any document or instrument evidencing any of the Obligations. This power of attorney is a power coupled with an interest and shall be irrevocable until all of the Obligations have been fully and finally repaid and performed and Lender's obligations to extend credit hereunder are terminated. The powers conferred upon Lender hereunder are solely to protect its interests in the Collateral and shall not impose any duty upon Lender to exercise any such powers. Lender shall be accountable only for amounts that Lender actually receives as a result of the exercise of such powers and neither Lender nor any of its officers, directors, employees or agents shall be responsible to any Borrower for any act or failure to act, except for Lender's own gross negligence or willful misconduct, as determined by a final non-appealable judgment by a court of competent jurisdiction.

Lender’s Appointment as Attorney-in-Fact. Each Borrower hereby irrevocably constitutes and appoints Lender (and any officer, employee officer or agent thereof, with full power of substitution, as such Borrower's ’s true and lawful attorney-in-fact with full irrevocable power and authorityauthority in its place and stead and in its name or in Lender’s own name, from time to time in Lender’s discretion, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all Attendant Collateral Documents or any documents and instruments that may be necessary or desirable to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby grants to Lender the power and right, on behalf of such Borrower, without notice to or assent: (a) to execute, file and record all such financing statements, certificates of title and other certificates of registration and operation and similar documents and instruments as Lender may deem necessary or desirable to protect, perfect and validate Lender's ’s security interest in the Collateralany collateral given by Borrower to Lender; and (b) fourteen (14) days following notice to receive, collect, take, indorse, sign, and deliver in such Borrower's or Lender's name, any and all checks, notes, drafts, or other documents or instruments relating to the Collateral; and (c) upon Borrower of the occurrence and during the continuance of an Event of Default, (i) to notify postal authorities to change the address for delivery of such Borrower's mail to an address designated by Lender, (ii) to open such mail delivered to the designated address, (iii) to sign or indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices to Account Debtors or in connection with accounts and other documents relating to the Collateral, (iv) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral collateral or any part thereof and to enforce any other right in respect of any Collateral, collateral; (vii) to settledefend any suit, make and adjust all claims under such Borrower's policies of insurance, action or proceeding brought with respect to any collateral; (viiii) to negotiate, settle, compromise or adjust any Accountaccount, chattel paper suit, action or General Intangibleproceeding described above and, in connection therewith, to give such discharges or releases as Lender may deem appropriate; and (viiiv) generally, to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral collateral as fully and completely as though Lender were the absolute owner thereof for all purposes, and to do, at Lender's option’s option and Borrower’s expense, at any time or from time to time, all acts and things which Lender deems necessary to protect, preserve or realize upon the Collateral collateral and Lender's ’s security interest therein, in order to effect the intent of this Agreement Agreement. Borrower hereby ratifies all that said attorneys shall lawfully do or cause to the extent permitted be done by applicable law. If Lender shall incur any cost or expense in exercising any power and right granted to it under this Section 4.6, and should such Borrower not immediately reimburse Lender for such amounts upon demand, interest shall accrue thereon, from the date of demand until paid in full, at the highest rate set forth in any document or instrument evidencing any of the Obligationsvirtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable until all of the Obligations have been fully and finally repaid and performed and Lender's obligations to extend credit hereunder are terminatedirrevocable. The powers conferred upon Lender hereunder are solely to protect its interests in the Collateral collateral and shall not impose any duty upon Lender to exercise any such powers. Lender shall be accountable only for amounts that Lender actually receives as a result of the exercise of such powers and neither Lender nor any of its officers, directors, employees or agents shall be responsible to any Borrower for any act or failure to act, except for Lender's ’s own gross negligence or willful misconduct, as determined by a final non-appealable judgment by a court of competent jurisdiction.

Lender’s Appointment as Attorney-in-Fact. Each Borrower (a) Upon the occurrence and continuance of any Event of Default, Pledgor hereby irrevocably constitutes and appoints Lender (and any officer, employee officer or agent thereof, with full power of substitution, as such Borrower's its true and lawful attorney-in-fact with full irrevocable power and authorityauthority in the place and stead of Pledgor and in the name of Pledgor or in its own name, from time to time in Lender’s discretion, for the purpose of carrying out the terms of this Pledge Agreement, to take any and all appropriate action and to execute any and all Attendant Collateral Documents or any documents and instruments that which may be necessary or desirable to accomplish the purposes of this Agreement and, without Pledge Agreement. Without limiting the generality of the foregoing, Pledgor hereby grants to gives Lender and any officer or agent thereof, as such attorney-in-fact, the power and right, on behalf of such BorrowerPledgor, without notice to or assentassent by Pledgor, to do the following: (a) to execute, file and record all such financing statements, certificates of title and other certificates of registration and operation and similar documents and instruments as Lender may deem necessary or desirable to protect, perfect and validate Lender's security interest in the Collateral; (b) to receive, collect, take, indorse, sign, and deliver in such Borrower's or Lender's name, any and all checks, notes, drafts, or other documents or instruments relating to the Collateral; and (c) upon the occurrence and during the continuance of an Event of Default, (i) to notify postal authorities direct any party liable for any payment under any of the Collateral to change the address for delivery make payment of such Borrower's mail any and all monies due and to an address designated by Lender, become due thereunder directly to Lender or as Lender shall direct; (ii) to open such mail delivered receive payment of and receipt for any and all monies, claims and other amounts due and to the designated address, become due at any time in respect of or arising out of any Collateral; (iii) to sign endorse and collect any checks, drafts, notes, acceptances or indorse other instruments for the payment of monies due under any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices to Account Debtors or in connection with accounts and other documents relating to the Collateral, ; (iv) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any part portion thereof and to enforce any other right in respect of any the Collateral, ; (v) to settledefend any suit, make and adjust all claims under such Borrower's policies of insurance, action or proceeding brought against Pledgor with respect to any Collateral; (vi) to negotiatepay or discharge taxes, liens, security interests or other encumbrances levied or placed on or threatened against the Collateral; (vii) to settle, compromise or adjust any Accountsuit, chattel paper action or General Intangibleproceeding described above and, in connection therewith, to give such discharges or releases as Lender may deem appropriate; and (viiviii) generally, generally to sell, transfer, pledge, vote, make any agreement with respect to or otherwise deal with any of the Collateral Collateral, in accordance with Section 9 hereof, as fully and completely as though Lender were the absolute owner thereof for all purposes, and to do, at Lender's option’s option and Pledgor’s expense, at any time time, or from time to time, all acts and things which Lender reasonably deems necessary to protect, preserve or realize upon the Collateral and Lender's ’s security interest therein, in order to effect the intent of this Pledge Agreement, all as fully and effectively as Pledgor might do. Any and all such amounts received by Lender as attorney-in-fact for Pledgor shall be held by Lender as Collateral pursuant to this Pledge Agreement or, at Lender’s election shall be applied to the reduction of any Obligation then outstanding, in such order as Lender may elect. Pledgor hereby ratifies, to the extent permitted by applicable law. If Lender , all that said attorneys shall incur any cost lawfully do or expense in exercising any power and right granted cause to it under this Section 4.6, and should such Borrower not immediately reimburse Lender for such amounts upon demand, interest shall accrue thereon, from the date of demand until paid in full, at the highest rate set forth in any document or instrument evidencing any of the Obligationsbe done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable until all of the Obligations have been fully and finally repaid and performed and Lender's obligations to extend credit hereunder are terminated. The powers conferred upon Lender hereunder are solely to protect its interests in the Collateral and shall not impose any duty upon Lender to exercise any such powers. Lender shall be accountable only for amounts that Lender actually receives as a result of the exercise of such powers and neither Lender nor any of its officers, directors, employees or agents shall be responsible to any Borrower for any act or failure to act, except for Lender's own gross negligence or willful misconduct, as determined by a final non-appealable judgment by a court of competent jurisdictionirrevocable.

Lender’s Appointment as Attorney-in-Fact. Each Borrower etc. (a) The Grantor hereby irrevocably constitutes and appoints the Lender (and any officer, employee officer or agent thereof, with full power of substitution, as such Borrower's its true and lawful attorney-in-fact with full irrevocable power and authority, for authority in the purpose place and stead of carrying out the terms Grantor and in the name of this Agreementthe Grantor or in its own name, to take any and all appropriate action and to execute any and all Attendant Collateral Documents or any documents and instruments that may be necessary or desirable to accomplish the purposes of this Agreement andinstruments, without limiting the generality of the foregoing, hereby grants to Lender the power and right, on behalf of such Borrower, without notice to or assent: (a) to execute, file and record all such financing statements, certificates of title and other certificates of registration and operation and similar documents and instruments as Lender may deem necessary or desirable to protect, perfect and validate Lender's security interest in the Collateral; (b) to receive, collect, take, indorse, sign, and deliver in such Borrower's or Lender's name, any and all checks, notes, drafts, or other documents or instruments relating to the Collateral; and (c) upon each case after the occurrence and during the continuance of an Event of Default, which may be necessary or desirable to accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, the Grantor hereby gives the Lender the power and right, on behalf of the Grantor, without notice to or assent by the Grantor, to do any or all of the following: (i) in the name of the Grantor or its own name, or otherwise, take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Receivable or Contract or with respect to, any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Lender for the purpose of collecting any and all such moneys due under any Receivable or Contract or with respect to notify postal authorities to change the address for delivery of such Borrower's mail to an address designated by Lender, any other Collateral whenever payable; (ii) in the case of any Intellectual Property, execute and deliver, and have recorded, any and all agreements, instruments, documents and papers as the Lender may request to open evidence the Lender's security interest in such mail delivered to Intellectual Property and the designated address, goodwill and general intangibles of the Grantor relating thereto or represented thereby; (iii) pay or discharge taxes and Liens levied or placed on or threatened against the Collateral, effect any repairs or any insurance called for by the terms of this Agreement and pay all or any part of the premiums therefor and the costs thereof; (iv) execute, in connection with any sale provided for in Sections 6.6 or 6.7, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral; and (v) (1) direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly to the Lender or as the Lender shall direct; (2) ask or demand for, collect, and receive payment of and 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; (3) sign or indorse and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications verifications, notices and notices to Account Debtors or other documents in connection with accounts and other documents relating to any of the Collateral, ; (iv4) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any part portion thereof and to enforce any other right in respect of any Collateral; (5) defend any suit, action or proceeding brought against the Grantor with respect to any Collateral; (v6) to settle, make and adjust all claims under such Borrower's policies of insurance, (vi) to negotiate, settle, compromise or adjust any Accountsuch suit, chattel paper action or General Intangibleproceeding and, in connection therewith, give such discharges or releases as the Lender may deem appropriate; (7) assign any Copyright, Patent or Trademark (along with the goodwill of the business to which any such Copyright, Patent or Trademark pertains), throughout the world for such term or terms, on such conditions, and in such manner, as the Lender shall in its sole discretion determine; (vii) generally, to sell, transfer, pledge, make 8) vote any agreement claim of the Grantor in any bankruptcy proceeding with respect to or otherwise deal with any of the Collateral as fully and completely as though Lender were the absolute owner thereof for all purposes, and Indebtedness owed to do, at Lender's option, at any time or from time to time, all acts and things which Lender deems necessary to protect, preserve or realize upon the Collateral and Lender's security interest therein, in order to effect the intent of this Agreement to the extent permitted by applicable law. If Lender shall incur any cost or expense in exercising any power and right granted to it under this Section 4.6, and should such Borrower not immediately reimburse Lender for such amounts upon demand, interest shall accrue thereon, from the date of demand until paid in full, at the highest rate set forth in any document or instrument evidencing any of the Obligations. This power of attorney is a power coupled with an interest and shall be irrevocable until all of the Obligations have been fully and finally repaid and performed and Lender's obligations to extend credit hereunder are terminated. The powers conferred upon Lender hereunder are solely to protect its interests in the Collateral and shall not impose any duty upon Lender to exercise any such powers. Lender shall be accountable only for amounts that Lender actually receives as a result of the exercise of such powers and neither Lender nor any of its officers, directors, employees or agents shall be responsible to any Borrower for any act or failure to act, except for Lender's own gross negligence or willful misconduct, as determined by a final non-appealable judgment by a court of competent jurisdiction.-18-

Lender’s Appointment as Attorney-in-Fact. Each (a) Borrower hereby irrevocably constitutes and appoints Lender (and any officer, employee officer or agent thereof, with full power of substitution, as such Borrower's its true and lawful attorney-in-fact fact, which shall be deemed coupled with an interest and shall be irrevocable, with full irrevocable power and authorityauthority in the place and stead of Borrower and in the name of Borrower or in its own name, from time to time in Lender discretion, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all Attendant Collateral Documents or any documents and instruments that may be necessary or desirable to accomplish the purposes of this Agreement andAgreement, including, without limiting the generality limitation: (i) to demand, xxx for, and give an effectual discharge of any sum payable to Borrower for Collateral assigned to Lender; (ii) to endorse in Lender’s favor any negotiable instrument drawn in Borrower’s favor in payment of the foregoing, hereby grants Collateral assigned to Lender the power and right, Lender; (iii) to execute on behalf of such Borrower, without notice to or assent: (a) to execute, file and record all such Borrower any UCC financing statements, certificates amendments thereto and continuations thereof (or similar statements of title and notice, registration, amendment or continuation under the laws of any jurisdiction), or other certificates of registration and operation and similar documents and instruments writing in connection with this Agreement or the Collateral as Lender may deem necessary require for the purpose of protecting, maintaining or desirable to protect, perfect and validate Lender's enforcing the Collateral or the security interest granted to Lender in the Collateral; (biv) to receiveadjust, collectmake, takepursue, indorsesettle and collect any insurance claim in connection with this Agreement; and (v) to discharge taxes and encumbrances at any time levied or placed on the Collateral, signexcept to the extent such as being contested by Borrower in good faith, or otherwise protect the Collateral, and deliver in such Borrower's or Lender's name, to make repairs thereof. Borrower agrees to reimburse Lender on demand for any and all checks, notes, drafts, or other documents or instruments relating to expenditures made in connection with any of the Collateral; and (c) upon the occurrence and foregoing powers exercised by Lender hereunder. Lender may only utilize this power of attorney during the continuance of an Event of Default, (i) to notify postal authorities to change the address for delivery of such Borrower's mail to an address designated by Lender, (ii) to open such mail delivered to the designated address, (iii) to sign or indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices to Account Debtors or in connection with accounts and other documents relating to the Collateral, (iv) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any part thereof and to enforce any other right in respect of any Collateral, (v) to settle, make and adjust all claims under such Borrower's policies of insurance, (vi) to negotiate, settle, compromise or adjust any Account, chattel paper or General Intangible, and (vii) 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 Lender were the absolute owner thereof for all purposes, and to do, at Lender's option, at any time or from time to time, all acts and things which Lender deems necessary to protect, preserve or realize upon the Collateral and Lender's security interest therein, in order to effect the intent of this Agreement to the extent permitted by applicable law. If Lender shall incur any cost or expense in exercising any power and right granted to it under this Section 4.6, and should such Borrower not immediately reimburse Lender for such amounts upon demand, interest shall accrue thereon, from the date of demand until paid in full, at the highest rate set forth in any document or instrument evidencing any of the Obligations. This power of attorney is a power coupled with an interest and shall be irrevocable until all of the Obligations have been fully and finally repaid and performed and Lender's obligations to extend credit hereunder are terminated. The powers conferred upon Lender hereunder are solely to protect its interests in the Collateral and shall not impose any duty upon Lender to exercise any such powers. Lender shall be accountable only for amounts that Lender actually receives as a result of the exercise of such powers and neither Lender nor any of its officers, directors, employees or agents shall be responsible to any Borrower for any act or failure to act, except for Lender's own gross negligence or willful misconduct, as determined by a final non-appealable judgment by a court of competent jurisdiction.

Lender’s Appointment as Attorney-in-Fact. Each Borrower (a) Upon the occurrence and continuance of any Event of Default, Pledgor hereby irrevocably constitutes and appoints Lender (and any officer, employee officer or agent thereof, with full power of substitution, as such Borrower's its true and lawful attorney-in-fact with full irrevocable power and authorityauthority in the place and stead of Pledgor and in the name of Pledgor or in its own name, from time to time in Lender’s discretion, for the purpose of carrying out the terms of this Pledge Agreement, to take any and all appropriate action and to execute any and all Attendant Collateral Documents or any documents and instruments that which may be necessary or desirable to accomplish the purposes of this Agreement and, without Pledge Agreement. Without limiting the generality of the foregoing, Pledgor hereby grants to gives Lender and any officer or agent thereof, as such attorney-in-fact, the power and right, on behalf of such BorrowerPledgor, without notice to or assentassent by Pledgor, to do the following: (aA) to executedirect any party liable for any payment under any of the Collateral to make payment of any and all monies due and to become due thereunder directly to Lender or as Lender shall direct; (B) to receive payment of and receipt for any and all monies, file and record all such financing statements, certificates of title claims and other certificates amounts due and to become due at any time in respect of registration and operation and similar documents and instruments as Lender may deem necessary or desirable to protect, perfect and validate Lender's security interest in the arising out of any Collateral; (bC) to receiveendorse and collect any checks, collect, take, indorse, sign, and deliver in such Borrower's or Lender's name, any and all checksdrafts, notes, drafts, acceptances or other documents or instruments relating to for the payment of monies due under any Collateral; and (c) upon the occurrence and during the continuance of an Event of Default, (i) to notify postal authorities to change the address for delivery of such Borrower's mail to an address designated by Lender, (ii) to open such mail delivered to the designated address, (iii) to sign or indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices to Account Debtors or in connection with accounts and other documents relating to the Collateral, (ivD) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any part portion thereof and to enforce any other right in respect of the Collateral; (E) to defend any suit, action or proceeding brought against Pledgor with respect to any Collateral, ; (vF) to settlepay or discharge taxes, make and adjust all claims under such Borrower's policies of insuranceliens, security interests or other encumbrances levied or placed on or threatened against the Collateral; (viG) to negotiate, settle, compromise or adjust any Accountsuit, chattel paper action or General Intangibleproceeding described above and, in connection therewith, to give such discharges or releases as Lender may deem appropriate; and (viiH) generally, generally to sell, transfer, pledge, vote, make any agreement with respect to or otherwise deal with any of the Collateral Collateral, as fully and completely as though Lender were the absolute owner thereof for all purposes, and to do, at Lender's option’s option and Pledgor’s expense, at any time time, or from time to time, all acts and things which Lender reasonably deems necessary to protect, preserve or realize upon the Collateral and Lender's ’s security interest therein, in order to effect the intent of this Pledge Agreement, all as fully and effectively as Pledgor might do. Any and all such amounts received by Lender as attorney-in-fact for Pledgor shall be held by Lender as Collateral pursuant to this Pledge Agreement or, at Lender’s election shall be applied to the reduction of any Obligation then outstanding, in such order as Lender may elect. Pledgor hereby ratifies, to the extent permitted by applicable law. If Lender , all that said attorneys shall incur any cost lawfully do or expense in exercising any power and right granted cause to it under this Section 4.6, and should such Borrower not immediately reimburse Lender for such amounts upon demand, interest shall accrue thereon, from the date of demand until paid in full, at the highest rate set forth in any document or instrument evidencing any of the Obligationsbe done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable until all of the Obligations have been fully and finally repaid and performed and Lender's obligations to extend credit hereunder are terminated. The powers conferred upon Lender hereunder are solely to protect its interests in the Collateral and shall not impose any duty upon Lender to exercise any such powers. Lender shall be accountable only for amounts that Lender actually receives as a result of the exercise of such powers and neither Lender nor any of its officers, directors, employees or agents shall be responsible to any Borrower for any act or failure to act, except for Lender's own gross negligence or willful misconduct, as determined by a final non-appealable judgment by a court of competent jurisdictionirrevocable.

Lender’s Appointment as Attorney-in-Fact. Each Borrower hereby irrevocably constitutes and appoints Lender (Lender, and any officer, employee officer or agent thereof, with full power of substitution, as such Borrower's their true and lawful attorney-in-fact attorney‑in‑fact with full irrevocable power and authorityauthority in the place and stead of Borrower and in the name of Borrower or in its own name, from time to time in Lender's discretion for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all Attendant Collateral Documents or any documents and instruments that which may be necessary or desirable to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby grants to gives Lender the power and right, on behalf of such Borrower, without notice to or assentassent by Borrower, to do the following: (a) to executeask, demand, collect, receive and give acquittances and receipts for any and all monies due and to become due under or in connection with any Collateral and, in the name of Borrower or its own name or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Collateral and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by Lender for the purpose of collecting any and record all such financing statements, certificates monies due under any Collateral whenever payable; and to direct any party liable for any payment under any of title the Collateral to make payment of any and other certificates of registration all monies due and operation and similar documents and instruments to become due thereunder directly to Lender or as Lender may deem necessary or desirable to protect, perfect and validate Lender's security interest in the Collateralshall direct; (bB) to receive, collect, take, indorse, sign, open and deliver in such Borrower's or Lender's name, any dispose of all mail addressed to Borrower and all checks, notes, drafts, or other documents or instruments relating to the Collateral; and (c) upon the occurrence and during the continuance of an Event of Default, (i) to notify postal authorities to change the address for delivery of thereof to such Borrower's mail to an address as may be designated by Lender, ; (iiC) to open such mail delivered receive payment of and receipt for any and all monies, claims and other amounts due and to the designated address, become due at any time in respect of or arising out of any Collateral; (iiiD) to sign or indorse and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices to Account Debtors or in connection with accounts and other documents relating to the Collateral, ; (ivE) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any part thereof and to enforce any other right in respect of any Collateral, ; (vF) to settledefend any suit, make and adjust all claims under such Borrower's policies of insurance, action or proceeding brought against Borrower with respect to any Collateral; (viG) to negotiate, settle, compromise or adjust any Accountsuit, chattel paper action or General Intangibleproceeding described above and, in connection therewith, to give such discharges or releases as Lender may deem appropriate; (H) assign any copyright, license or trademark (along with the goodwill of the business to which such trademark pertains) for such term or terms, on such conditions, and in such reasonable manner as Lender shall determine in its sole and absolute discretion; and (viiI) generally, to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though Lender were the absolute owner thereof for all purposes, and to do, at Lender's optionoption and Borrower’s expense, at any time or from time to time, all acts and things which Lender deems necessary to protect, preserve or realize upon the Collateral and Lender's security interest therein, in order to effect the intent of this Agreement Agreement. Borrower hereby ratifies all that said attorney-in-fact shall lawfully do or cause to the extent permitted be done by applicable law. If Lender shall incur any cost or expense in exercising any power and right granted to it under this Section 4.6, and should such Borrower not immediately reimburse Lender for such amounts upon demand, interest shall accrue thereon, from the date of demand until paid in full, at the highest rate set forth in any document or instrument evidencing any of the Obligationsvirtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable until all of the Obligations have been fully and finally repaid and performed and Lender's obligations to extend credit hereunder are terminatedirrevocable. The powers conferred upon on Lender hereunder are solely to protect its the interests of Lender in the Collateral and shall not impose any duty upon Lender it to exercise any such powers. Lender shall be accountable only for amounts that Lender it actually receives as a result of the exercise of such powers powers, and neither Lender it nor any of its officers, directors, employees or agents shall be responsible to any Borrower for any act or failure to act, except for Lender's own gross negligence or willful misconduct, as determined by a final non-appealable judgment by a court of competent jurisdiction.

Lender’s Appointment as Attorney-in-Fact. Each Borrower (a) Borrower, the Non-Securitization Subsidiaries that are parties to Joinder Agreements and the Trustee each hereby irrevocably constitutes grants to Lender a power of attorney and appoints Lender (as its agent and any officer, employee or agent thereof, with full power of substitution, as such Borrower's true and lawful attorney-in-fact with full irrevocable power authority in the place and authoritystead of Borrower, such Non-Securitization Subsidiary or the Trustee, as applicable, and in the name of Borrower, such Non-Securitization Subsidiary or the Trustee, as applicable, or otherwise (i) to enforce its rights under the related Collateral and to collect all sums from time to time owing to Borrower, such Non-Securitization Subsidiary or the Trustee, as applicable, under any of the related Collateral, (ii) to effect for the purpose account of carrying out Borrower, such Non-Securitization Subsidiary or the terms Trustee, as applicable, from moneys collected by it pursuant to this power of this Agreementattorney or otherwise, payment of any amounts from time to take any time owing by it under the Obligations, (iii) to ask for, demand, collect, sxx for, recover, receive and all appropriate action give acquittance and receipts for moneys due and to execute become due under or in respect of any of the related Collateral, (iv) to receive, indorse and all Attendant Collateral Documents collect any draft or any other instruments, documents and chattel paper, in connection with clause (iii) above, (v) to file any financing or continuation statements or amendments thereto and such other instruments that or notices as may be necessary or desirable as Lender may reasonably deem appropriate under the provisions of any applicable UCC in effect with respect to accomplish the purposes of this Agreement and, without limiting Liens and security interests granted hereby as provided in Section 7.7 (Further Assurances as to the generality of the foregoing, hereby grants to Lender the power Collateral) and right, on behalf of such Borrower, without notice to or assent: (avi) to execute, file and record all such financing statements, certificates of title and other certificates of registration and operation and similar documents and instruments as any claims or take any action or institute any proceedings that Lender may deem necessary or desirable for the collection of any of the related Collateral or otherwise to protect, perfect and validate Lender's security interest in enforce the rights of Lender with respect to any of the related Collateral; provided, that in no event shall Lender have the right or the power to execute any documents on behalf of Borrower, such Non-Securitization Subsidiary or the Trustee, as applicable (b) to receive, collect, take, indorse, sign, and deliver other than the indorsements described in such Borrower's or Lender's name, any and all checks, notes, drafts, or other documents or instruments relating to the Collateral; and (c) upon the occurrence and during the continuance of an Event of Default, (i) to notify postal authorities to change the address for delivery of such Borrower's mail to an address designated by Lender, (ii) to open such mail delivered to the designated address, (iii) to sign or indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices to Account Debtors or in connection with accounts and other documents relating to the Collateral, clause (iv) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any part thereof and to enforce any other right in respect of any Collateral, (vabove) to settle, make and adjust all claims under such Borrower's policies of insurance, (vi) to negotiate, settle, compromise or adjust any Account, chattel paper or General Intangible, and (vii) 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 Lender were the absolute owner thereof for all purposes, and to do, at Lender's option, at any time or from time to time, all acts and things which Lender deems necessary to protect, preserve or realize upon the Collateral and Lender's security interest therein, in order to effect the intent of this Agreement to the extent permitted by applicable law. If Lender shall incur any cost obligations or expense in exercising any power and right granted to it under this Section 4.6liabilities on behalf of Borrower, and should such Borrower not immediately reimburse Lender for such amounts upon demandNon-Securitization Subsidiary or the Trustee, interest shall accrue thereon, from the date of demand until paid in full, at the highest rate set forth in any document or instrument evidencing any of the Obligationsas applicable. This power of attorney is a power irrevocable and is coupled with an interest and shall be irrevocable until all of the Obligations have been fully and finally repaid and performed and Lender's obligations to extend credit hereunder are terminatedinterest. The powers conferred upon Lender hereunder are solely to protect its interests in the Collateral and agrees that it shall not impose take any duty upon Lender action pursuant to exercise any such powers. Lender shall be accountable only for amounts that Lender actually receives power of attorney, as a result of Borrower's, such Non-Securitization Subsidiary's or the exercise of such powers Trustee's agent and neither Lender nor any of its officers, directors, employees or agents shall be responsible to any Borrower for any act or failure to actattorney in fact, except for Lender's own gross negligence where an Event of Default has occurred and is continuing or willful misconduct, as determined by a final non-appealable judgment by a court the Change of competent jurisdictionControl Trigger has been triggered.

Lender’s Appointment as Attorney-in-Fact. Each Borrower (a) Upon the occurrence and continuance of any Event of Default, Pledgor hereby irrevocably constitutes and appoints Lender (and any officer, employee officer or agent thereof, with full power of substitution, as such Borrower's its true and lawful attorney-in-fact with full irrevocable power and authorityauthority in the place and stead of Pledgor and in the name of Pledgor or in its own name, from time to time in Lender’s discretion, for the purpose of carrying out the terms of this Pledge Agreement, to take any and all appropriate action and to execute any and all Attendant Collateral Documents or any documents and instruments that which may be necessary or desirable to accomplish the purposes of this Agreement and, without Pledge Agreement. Without limiting the generality of the foregoing, Pledgor hereby grants to gives Lender and any officer or agent thereof, as such attorney-in-fact, the power and right, on behalf of such BorrowerPledgor, without notice to or assentassent by Pledgor, to do the following: (aA) to executedirect any party liable for any payment under any of the Collateral to make payment of any and all monies due and to become due thereunder directly to Lender or as Lender shall direct; (B) to receive payment of and receipt for any and all monies, file and record all such financing statements, certificates of title claims and other certificates amounts due and to become due at any time in respect of registration and operation and similar documents and instruments as Lender may deem necessary or desirable to protect, perfect and validate Lender's security interest in the arising out of any Collateral; (bC) to receiveendorse and collect any checks, collect, take, indorse, sign, and deliver in such Borrower's or Lender's name, any and all checksdrafts, notes, drafts, acceptances or other documents or instruments relating to for the payment of monies due under any Collateral; and (c) upon the occurrence and during the continuance of an Event of Default, (i) to notify postal authorities to change the address for delivery of such Borrower's mail to an address designated by Lender, (ii) to open such mail delivered to the designated address, (iii) to sign or indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices to Account Debtors or in connection with accounts and other documents relating to the Collateral, (ivD) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any part portion thereof and to enforce any other right in respect of the Collateral; (E) to defend any suit, action or proceeding brought against Pledgor with respect to any Collateral, ; (vF) to settlepay or discharge taxes, make and adjust all claims under such Borrower's policies of insuranceliens, security interests or other encumbrances levied or placed on or threatened against the Collateral; (viG) to negotiate, settle, compromise or adjust any Accountsuit, chattel paper action or General Intangibleproceeding described above and, in connection therewith, to give such discharges or releases as Lender may deem appropriate; and (viiH) generally, generally to sell, transfer, pledge, vote, make any agreement with respect to or otherwise deal with any of the Collateral Collateral, in accordance with Section 9 hereof, as fully and completely as though Lender were the absolute owner thereof for all purposes, and to do, at Lender's option’s option and Pledgor’s expense, at any time time, or from time to time, all acts and things which Lender reasonably deems necessary to protect, preserve or realize upon the Collateral and Lender's ’s security interest therein, in order to effect the intent of this Pledge Agreement, all as fully and effectively as Pledgor might do. Any and all such amounts received by Lender as attorney-in-fact for Pledgor shall be held by Lender as Collateral pursuant to this Pledge Agreement or, at Lender’s election shall be applied to the reduction of any Obligation then outstanding, in such order as Lender may elect. Pledgor hereby ratifies, to the extent permitted by applicable law. If Lender , all that said attorneys shall incur any cost lawfully do or expense in exercising any power and right granted cause to it under this Section 4.6, and should such Borrower not immediately reimburse Lender for such amounts upon demand, interest shall accrue thereon, from the date of demand until paid in full, at the highest rate set forth in any document or instrument evidencing any of the Obligationsbe done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable until all of the Obligations have been fully and finally repaid and performed and Lender's obligations to extend credit hereunder are terminated. The powers conferred upon Lender hereunder are solely to protect its interests in the Collateral and shall not impose any duty upon Lender to exercise any such powers. Lender shall be accountable only for amounts that Lender actually receives as a result of the exercise of such powers and neither Lender nor any of its officers, directors, employees or agents shall be responsible to any Borrower for any act or failure to act, except for Lender's own gross negligence or willful misconduct, as determined by a final non-appealable judgment by a court of competent jurisdictionirrevocable.