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

Pledgee Appointed Attorney-in-Fact. (a) If an Event of Default shall occur and be continuing under the Notes (unless such Event of Default is waived by the Pledgee), Pledgor hereby appoints the Pledgee (and any officer or agent of the Pledgee with full power of substitution and revocation) the Pledgor's true and lawful attorney-in-fact, with full authority in the place and stead of the Pledgor and in the name of the Pledgor or otherwise, from time to time in the Pledgee's discretion to take any action and to execute any instrument which the Pledgee may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, (i) to receive, endorse and collect all instruments made payable to the Pledgor representing any dividend, interest payment or other distribution in respect of the Pledged Collateral or any part thereof and to give full discharge for the same; and (ii) to transfer the Pledged Collateral on the books of the Company, in whole or in part, to the name of the Pledgee or such other person or persons as the Pledgee may designate; take possession of an endorse any one or more checks, drafts, bills of exchange, money orders or any other documents received on account of the Pledged Collateral; 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; execute and record or file on behalf of the Pledgor any evidence of a security interest contemplated by this Agreement or any refiling, continuation or extension thereof; take any other action contemplated by this Agreement; and sign, execute, acknowledge, swear to, verify, deliver, file, record and publish any one or more of the foregoing. (b) The powers of attorney which shall be granted pursuant to Section 9(a) and all authority thereby conferred shall be granted and conferred solely to protect the Pledgee's interests in the Pledged Collateral and shall not impose any duty upon the attorney-in-fact to exercise such powers. Such powers of attorney shall be irrevocable prior to the performance in full of the Obligations and shall not be terminated prior thereto or affected by any act of the Pledgor or other person or by operation of law, including, but not limited to, the dissolution, death, disability or incompetency of any person, the termination of any trust, or the occurrence of any other event, and if the Pledgor or any other person should be dissolved or die or become disabled or incompetent or any other event should occur before the performance in full of the Obligations and termination of this Agreement, such attorney-in-fact shall nevertheless be fully authorized to act under such powers of attorney as if such dissolution, death, disability or incompetency or other event had not occurred and regardless of notice thereof. (c) Each person who shall be a transferee of the beneficial ownership of the Pledged Collateral, by the acceptance of such a transfer, shall be deemed to have irrevocably appointed the Pledgee, with full power of substitution and revocation, such person's true and lawful attorney-in-fact in such person's name and otherwise to do any and all acts permitted to, and to exercise any and all powers herein conferred upon, such attorney-in-fact.

Pledgee Appointed Attorney-in-Fact. (a) If an Event of Default shall occur and be continuing under the Notes (unless such Event of Default is waived by the Pledgee)Except as otherwise provided herein, Pledgor hereby appoints Pledgee the Pledgee (and any officer or agent of the Pledgee with full power of substitution and revocation) the Pledgor's true and lawful attorney-in-fact, with full authority in fact of Pledgor for the place and stead purposes of carrying out the Pledgor and in the name provisions of the Pledgor this Agreement or otherwise, from time to time in the Pledgee's discretion to take taking any action and to execute or executing any instrument which the Pledgee 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, includingPledgee shall have the right, without limitationupon the occurrence of a Default, (i) with full power of substitution either in Pledgee’s name or in the name of Pledgor, to receiveask for, endorse demand, xxx for, collect, receive and collect give acquittance for any and all instruments made payable monies due or to the Pledgor representing any dividend, interest payment become due under or other distribution in respect by virtue of the Pledged Collateral Securities, to endorse checks, drafts, orders and other instruments for the payment of money payable to Pledgor constituting Pledged Securities or any part thereof or on account thereof and to give full discharge for the same; and (ii) to transfer the Pledged Collateral on the books of the Company, in whole or in part, to the name of the Pledgee settle, compromise, prosecute or such other person defend any action, claim or persons as the Pledgee may designate; take possession of an endorse any one or more checks, drafts, bills of exchange, money orders or any other documents received on account of the Pledged Collateral; 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; execute and record or file on behalf of the Pledgor any evidence of a security interest contemplated by this Agreement or any refiling, continuation or extension thereof; take any other action contemplated by this Agreement; and sign, execute, acknowledge, swear to, verify, deliver, file, record and publish any one or more of the foregoing. (b) The powers of attorney which shall be granted pursuant to Section 9(a) and all authority thereby conferred shall be granted and conferred solely to protect the Pledgee's interests in the Pledged Collateral and shall not impose any duty upon the attorney-in-fact to exercise such powers. Such powers of attorney shall be irrevocable prior to the performance in full of the Obligations and shall not be terminated prior thereto or affected by any act of the Pledgor or other person or by operation of law, including, but not limited to, the dissolution, death, disability or incompetency of any person, the termination of any trust, or the occurrence of any other event, and if the Pledgor or any other person should be dissolved or die or become disabled or incompetent or any other event should occur before the performance in full of the Obligations and termination of this Agreement, such attorney-in-fact shall nevertheless be fully authorized to act under such powers of attorney as if such dissolution, death, disability or incompetency or other event had not occurred and regardless of notice thereof. (c) Each person who shall be a transferee of the beneficial ownership of the Pledged Collateral, by the acceptance of such a transfer, shall be deemed to have irrevocably appointed the Pledgee, proceeding with full power of substitution and revocation, such person's true and lawful attorney-in-fact in such person's name and otherwise to do any and all acts permitted torespect thereto, and to exercise sell, assign, endorse, pledge, transfer and make any agreement respecting, or otherwise deal with, the same; provided, however, that nothing herein contained shall be construed as requiring or obligating Pledgee to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by Pledgee, or to present or file any claim or notice, or to take any action with respect to the Pledged Securities or any part thereof or the monies due or to become due in respect thereof or any property covered thereby, and all powers herein conferred uponno action taken by Pledgee or omitted to be taken with respect to the Pledged Securities or any part thereof shall give rise to any defense, such attorney-in-factcounterclaim or offset in favor of any Pledgor or to any claim or action against Pledgee, except in the case of, and then solely to the extent of the proximate damage resulting from the, gross negligence or willful misconduct by Pledgee.

Pledgee Appointed Attorney-in-Fact. (a) If an Event of Default shall occur and be continuing under the Notes (unless such Event of Default is waived by the Pledgee), Each Pledgor hereby constitutes and appoints the Pledgee (and any officer or agent as the attorney-in-fact of the Pledgee such Pledgor with full power of substitution and revocation) the Pledgor's true and lawful attorney-in-fact, with full authority either in the place and stead of the Pledgor and Pledgee's name or in the name of such Pledgor to do any of the following: (a) to perform any obligation of such Pledgor hereunder in such Pledgor's name or otherwise; (b) to ask for, from time demand, sue for, collect, receive, receipt and give acquixxxnce for any and all moneys due or to time in become due under and by virtue of any Collateral; (c) to prepare, execute, file, record or deliver notices, assignments, financing statements, continuation statements, applications for registration or like papers to perfect, preserve or release the Pledgee's discretion security interest in the Collateral; (d) to issue entitlement orders, instructions and other orders to any securities intermediary in connection with any of the Collateral held by or maintained with such securities intermediary; (e) to verify facts concerning the Collateral in such Pledgor's name, its own name or a fictitious name; (f) to endorse checks, drafts, orders and other instruments for the payment of money payable to such 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; (g) to exercise all rights, powers and remedies which such Pledgor would have, but for this Agreement, with respect to any of the Collateral; and (h) to carry out the provisions of this Agreement and to take any action and to execute any instrument which the Pledgee may deem necessary or advisable to accomplish the purposes hereof, and to do all acts and things and execute all documents in the name of this Agreementsuch Pledgor or otherwise, includingdeemed by the Pledgee as necessary, without limitationproper and convenient in connection with the preservation, (i) perfection or enforcement of its rights hereunder. Nothing herein contained shall be construed as requiring or obligating the Pledgee to receive, endorse and collect all instruments made payable make any commitment or to make any inquiry as to the Pledgor representing nature or sufficiency of any dividendpayment received by it, interest payment or other distribution in to present or file any claim or notice, or to take any action with respect of to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and to give full discharge for the same; and (ii) to transfer the Pledged Collateral on the books of the Company, in whole or in part, to the name of no action taken by the Pledgee or such other person or persons as omitted to be taken with respect to the Pledgee may designate; take possession of an endorse any one or more checks, drafts, bills of exchange, money orders Collateral or any other documents received on account part thereof shall give rise to any defense, counterclaim or offset in favor of any Pledgor or to any claim or action against the Pledged Collateral; 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; execute and record or file on behalf of the Pledgor any evidence of a security interest contemplated by this Agreement or any refiling, continuation or extension thereof; take any other action contemplated by this Agreement; and sign, execute, acknowledge, swear to, verify, deliver, file, record and publish any one or more of the foregoing. (b) Pledgee. The powers power of attorney which shall granted herein is irrevocable and coupled with an interest and can only be granted pursuant to Section 9(a) and all authority thereby conferred shall be granted and conferred solely to protect the Pledgee's interests in the Pledged Collateral and shall not impose any duty upon the attorney-in-fact to exercise such powers. Such powers exercised following an Event of attorney shall be irrevocable prior to the performance in full of the Obligations and shall not be terminated prior thereto or affected by any act of the Pledgor or other person or by operation of law, including, but not limited to, the dissolution, death, disability or incompetency of any person, the termination of any trust, or the occurrence of any other event, and if the Pledgor or any other person should be dissolved or die or become disabled or incompetent or any other event should occur before the performance in full of the Obligations and termination of this Agreement, such attorney-in-fact shall nevertheless be fully authorized to act under such powers of attorney as if such dissolution, death, disability or incompetency or other event had not occurred and regardless of notice thereofDefault. (c) Each person who shall be a transferee of the beneficial ownership of the Pledged Collateral, by the acceptance of such a transfer, shall be deemed to have irrevocably appointed the Pledgee, with full power of substitution and revocation, such person's true and lawful attorney-in-fact in such person's name and otherwise to do any and all acts permitted to, and to exercise any and all powers herein conferred upon, such attorney-in-fact.

Pledgee Appointed Attorney-in-Fact. (a) If an Event of Default shall occur and be continuing under the Notes (unless such Event of Default is waived by the Pledgee), Each Pledgor hereby appoints Pledgee the Pledgee (and any officer or agent of the Pledgee with full power of substitution and revocation) the Pledgor's true and lawful attorney-in-fact, with full authority in fact of such Pledgor for the place purpose of carrying out the provisions of this Agreement and stead of the Pledgor and in the name of the Pledgor or otherwise, from time to time in the Pledgee's discretion to take taking any action and to execute executing any instrument which the that Pledgee 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, includingPledgee shall have the right, without limitationupon the occurrence and during the continuance of an Event of Default, (i) with full power of substitution either in Pledgee’s name or in the name of such Pledgor, to receiveask for, demand, xxx for, collect, receive and give acquittance for any and all monies due or to become due under and by virtue of any Pledged Collateral, to endorse checks, drafts, orders and collect all other instruments made for the payment of money payable to the Pledgor representing any dividend, interest payment or dividend or other distribution payable in respect of the Pledged Collateral or any part thereof or on account thereof and to give full discharge for the same, to settle, compromise, prosecute or defend any action, claim or proceeding with respect thereto, and to sell, assign, endorse, pledge, transfer and to make any agreement respecting, or otherwise deal with, the same; and (ii) provided, however, that nothing herein contained shall be construed as requiring or obligating Pledgee to transfer make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by Pledgee, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral on or any part thereof or the books monies due or to become due in respect thereof or any property covered thereby. Pledgee and the other Secured Parties shall be accountable only for amounts actually received as a result of the Company, in whole or in part, to the name exercise of the Pledgee powers granted to them herein, and neither they nor their shareholders, officers, directors, employees or such other person or persons as the Pledgee may designate; take possession of an endorse any one or more checks, drafts, bills of exchange, money orders or any other documents received on account of the Pledged Collateral; 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; execute and record or file on behalf of the Pledgor any evidence of a security interest contemplated by this Agreement or any refiling, continuation or extension thereof; take any other action contemplated by this Agreement; and sign, execute, acknowledge, swear to, verify, deliver, file, record and publish any one or more of the foregoing. (b) The powers of attorney which agents shall be granted pursuant responsible to Section 9(a) and all authority thereby conferred shall be granted and conferred solely to protect the Pledgee's interests in the Pledged Collateral and shall not impose any duty upon the attorney-in-fact to exercise such powers. Such powers of attorney shall be irrevocable prior to the performance in full of the Obligations and shall not be terminated prior thereto or affected by Pledgor for any act of the Pledgor or other person or by operation of law, including, but not limited to, the dissolution, death, disability or incompetency of any person, the termination of any trust, or the occurrence of any other event, and if the Pledgor or any other person should be dissolved or die or become disabled or incompetent or any other event should occur before the performance in full of the Obligations and termination of this Agreement, such attorney-in-fact shall nevertheless be fully authorized failure to act under such powers of attorney as if such dissolutionhereunder, death, disability except for their own gross negligence or incompetency or other event had not occurred and regardless of notice thereofwillful misconduct. (c) Each person who shall be a transferee of the beneficial ownership of the Pledged Collateral, by the acceptance of such a transfer, shall be deemed to have irrevocably appointed the Pledgee, with full power of substitution and revocation, such person's true and lawful attorney-in-fact in such person's name and otherwise to do any and all acts permitted to, and to exercise any and all powers herein conferred upon, such attorney-in-fact.

Pledgee Appointed Attorney-in-Fact. (a) If an Event of Default shall occur and be continuing under the Notes (unless such Event of Default is waived by the Pledgee), The Pledgor hereby constitutes and appoints the Pledgee (and any officer or agent as the attorney-in-fact of the Pledgee Pledgor with full power of substitution and revocation) the Pledgor's true and lawful attorney-in-fact, with full authority either in the place and stead of the Pledgor and Pledgee’s name or in the name of the Pledgor to do any of the following: (a) to perform any obligation of the Pledgor hereunder in the Pledgor’s name or otherwise; (b) to ask for, from time demand, xxx for, collect, receive, receipt and give acquittance for any and all moneys due or to time become due under and by virtue of any Collateral; (c) to prepare, execute, file, record or deliver notices, assignments, financing statements, continuation statements, applications for registration or like papers to perfect, preserve or release the Pledgee’s security interest in the Pledgee's discretion Collateral; (d) to issue entitlement orders, instructions and other orders to any securities intermediary in connection with any of the Collateral held by or maintained with such securities intermediary; (e) to verify facts concerning the Collateral in the Pledgor’s name, its own name or a fictitious name; (f) to endorse checks, drafts, orders and other instruments 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; (g) to exercise all rights, powers and remedies which the Pledgor would have, but for this Agreement, with respect to any of the Collateral; and (h) to carry out the provisions of this Agreement and to take any action and to execute any instrument which the Pledgee may deem necessary or advisable to accomplish the purposes hereof, and to do all acts and things and execute all documents in the name of this Agreementthe Pledgor or otherwise, includingdeemed by the Pledgee as necessary, without limitationproper and convenient in connection with the preservation, perfection or enforcement of its rights hereunder; provided, that the Pledgee shall only exercise its rights under clauses (a), (ib), (d), (e), (g) and (h) while an Event of Default exists. Nothing herein contained shall be construed as requiring or obligating the Pledgee, the Issuing Bank or any Lender to receive, endorse and collect all instruments made payable make any commitment or to make any inquiry as to the Pledgor representing nature or sufficiency of any dividendpayment received by it, interest payment or other distribution in to present or file any claim or notice, or to take any action with respect of to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and to give full discharge for the same; and (ii) to transfer the Pledged Collateral on the books of the Company, in whole or in part, to the name of no action taken by the Pledgee or such other person or persons as omitted to be taken with respect to the Pledgee may designate; take possession of an endorse any one or more checks, drafts, bills of exchange, money orders Collateral or any other documents received on account of the Pledged Collateral; collectpart thereof shall give rise to any defense, xxx for and give acquittances for moneys due on account of the foregoing; withdraw any claims, suits, counterclaim or proceedings pertaining to or arising out of the foregoing; execute and record or file on behalf of the Pledgor any evidence of a security interest contemplated by this Agreement or any refiling, continuation or extension thereof; take any other action contemplated by this Agreement; and sign, execute, acknowledge, swear to, verify, deliver, file, record and publish any one or more of the foregoing. (b) The powers of attorney which shall be granted pursuant to Section 9(a) and all authority thereby conferred shall be granted and conferred solely to protect the Pledgee's interests offset in the Pledged Collateral and shall not impose any duty upon the attorney-in-fact to exercise such powers. Such powers of attorney shall be irrevocable prior to the performance in full of the Obligations and shall not be terminated prior thereto or affected by any act favor of the Pledgor or other person to any claim or by operation of law, including, but not limited to, action against the dissolution, death, disability or incompetency of any person, the termination of any trust, or the occurrence of any other event, and if the Pledgor or any other person should be dissolved or die or become disabled or incompetent or any other event should occur before the performance in full of the Obligations and termination of this Agreement, such attorney-in-fact shall nevertheless be fully authorized to act under such powers Pledgee. The power of attorney as if such dissolution, death, disability or incompetency or other event had not occurred granted herein is irrevocable and regardless of notice thereofcoupled with an interest. (c) Each person who shall be a transferee of the beneficial ownership of the Pledged Collateral, by the acceptance of such a transfer, shall be deemed to have irrevocably appointed the Pledgee, with full power of substitution and revocation, such person's true and lawful attorney-in-fact in such person's name and otherwise to do any and all acts permitted to, and to exercise any and all powers herein conferred upon, such attorney-in-fact.

Pledgee Appointed Attorney-in-Fact. (a) If an Event of Default shall occur and be continuing under the Notes (unless such Event of Default is waived by the Pledgee), Each Pledgor hereby constitutes and appoints the Pledgee (and any officer or agent as the attorney-in-fact of the Pledgee such Pledgor with full power of substitution and revocation) the Pledgor's true and lawful attorney-in-fact, with full authority either in the place and stead of the Pledgor and Pledgee’s name or in the name of such Pledgor to do any of the following: (a) to perform any obligation of such Pledgor hereunder in such Pledgor’s name or otherwise; (b) to ask for, from time demand, xxx for, collect, receive, receipt and give acquittance for any and all moneys due or to time become due under and by virtue of any Collateral; (c) to prepare, execute, file, record or deliver notices, assignments, financing statements, continuation statements, applications for registration or like papers to perfect, preserve or release the Pledgee’s security interest in the Pledgee's discretion Collateral; (d) to issue entitlement orders, instructions and other orders to any securities intermediary in connection with any of the Collateral held by or maintained with such securities intermediary; (e) to verify facts concerning the Collateral in such Pledgor’s name, its own name or a fictitious name; (f) to endorse checks, drafts, orders and other instruments for the payment of money payable to such 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; (g) to exercise all rights, powers and remedies which such Pledgor would have, but for this Agreement, with respect to any of the Collateral; and (h) to carry out the provisions of this Agreement and to take any action and to execute any instrument which the Pledgee may deem necessary or advisable to accomplish the purposes hereof, and to do all acts and things and execute all documents in the name of this Agreementsuch Pledgor or otherwise, includingdeemed by the Pledgee as necessary, without limitationproper and convenient in connection with the preservation, perfection or enforcement of its rights hereunder; provided, however, the Pledgee may only exercise its rights described in the immediately preceding clauses (a), (ib), (d) to receiveand (g) if an Event of Default exists; provided further, endorse and collect all instruments made payable that the Pledgee will give notice to the Pledgor representing any dividend, interest payment or other distribution in respect Borrower as soon as reasonably possible upon its exercise of the Pledged rights under the immediately preceding clauses (a) through (h), except (1) any such notice regarding the exercise of rights under the immediately preceding clauses (a), (b), (d) or (g) shall be given if and to the extent required by Applicable Law and (2) in no event will the failure to give such notice have any effect on the validity of the exercise of any such right or give rise to liability on the part of any Secured Beneficiary. Nothing herein contained shall be construed as requiring or obligating any Secured Beneficiary to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by it, or to present or file any claim or notice, or 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, and to give full discharge for the same; and (ii) to transfer the Pledged Collateral on the books of the Company, in whole or in part, to the name of no action taken by the Pledgee or such other person or persons as omitted to be taken with respect to the Pledgee may designate; take possession of an endorse any one or more checks, drafts, bills of exchange, money orders Collateral or any other documents received on account part thereof shall give rise to any defense, counterclaim or offset in favor of any Pledgor or to any claim or action against the Pledged Collateral; 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; execute and record or file on behalf of the Pledgor any evidence of a security interest contemplated by this Agreement or any refiling, continuation or extension thereof; take any other action contemplated by this Agreement; and sign, execute, acknowledge, swear to, verify, deliver, file, record and publish any one or more of the foregoing. (b) Pledgee. The powers power of attorney which shall be granted pursuant to Section 9(a) herein is irrevocable and all authority thereby conferred shall be granted and conferred solely to protect the Pledgee's interests in the Pledged Collateral and shall not impose any duty upon the attorney-in-fact to exercise such powers. Such powers of attorney shall be irrevocable prior to the performance in full of the Obligations and shall not be terminated prior thereto or affected by any act of the Pledgor or other person or by operation of law, including, but not limited to, the dissolution, death, disability or incompetency of any person, the termination of any trust, or the occurrence of any other event, and if the Pledgor or any other person should be dissolved or die or become disabled or incompetent or any other event should occur before the performance in full of the Obligations and termination of this Agreement, such attorney-in-fact shall nevertheless be fully authorized to act under such powers of attorney as if such dissolution, death, disability or incompetency or other event had not occurred and regardless of notice thereofcoupled with an interest. (c) Each person who shall be a transferee of the beneficial ownership of the Pledged Collateral, by the acceptance of such a transfer, shall be deemed to have irrevocably appointed the Pledgee, with full power of substitution and revocation, such person's true and lawful attorney-in-fact in such person's name and otherwise to do any and all acts permitted to, and to exercise any and all powers herein conferred upon, such attorney-in-fact.

Pledgee Appointed Attorney-in-Fact. (a) If an Event of Default shall occur and be continuing under the Notes (unless such Event of Default is waived by the Pledgee), Each Pledgor hereby constitutes and appoints the Pledgee (and any officer or agent as the attorney-in-fact of the Pledgee such Pledgor with full power of substitution and revocation) the Pledgor's true and lawful attorney-in-fact, with full authority either in the place and stead of the Pledgor and Pledgee's name or in the name of such Pledgor to do any of the following: (a) to perform any obligation of such Pledgor hereunder in such Pledgor's name or otherwise; (b) to ask for, from time demand, sue for, collect, receive, receipt and give acquxxxance for any and all moneys due or to time in become due under and by virtue of any Collateral; (c) to prepare, execute, file, record or deliver notices, assignments, financing statements, continuation statements, applications for registration or like papers to perfect, preserve or release the Pledgee's discretion security interest in the Collateral; (d) to issue entitlement orders, instructions and other orders to any securities intermediary in connection with any of the Collateral held by or maintained with such securities intermediary; (e) to verify facts concerning the Collateral in such Pledgor's name, its own name or a fictitious name; (f) to endorse checks, drafts, orders and other instruments for the payment of money payable to such 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; (g) to exercise all rights, powers and remedies which such Pledgor would have, but for this Agreement, with respect to any of the Collateral; and (h) to carry out the provisions of this Agreement and to take any action and to execute any instrument which the Pledgee may deem necessary or advisable to accomplish the purposes hereof, and to do all acts and things and execute all documents in the name of this Agreementsuch Pledgor or otherwise, includingdeemed by the Pledgee as necessary, without limitationproper and convenient in connection with the preservation, (i) perfection or enforcement of its rights hereunder. Nothing herein contained shall be construed as requiring or obligating the Pledgee to receive, endorse and collect all instruments made payable make any commitment or to make any inquiry as to the Pledgor representing nature or sufficiency of any dividendpayment received by it, interest payment or other distribution in to present or file any claim or notice, or to take any action with respect of to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and to give full discharge for the same; and (ii) to transfer the Pledged Collateral on the books of the Company, in whole or in part, to the name of no action taken by the Pledgee or such other person or persons as omitted to be taken with respect to the Pledgee may designate; take possession of an endorse any one or more checks, drafts, bills of exchange, money orders Collateral or any other documents received on account part thereof shall give rise to any defense, counterclaim or offset in favor of any Pledgor or to any claim or action against the Pledged Collateral; 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; execute and record or file on behalf of the Pledgor any evidence of a security interest contemplated by this Agreement or any refiling, continuation or extension thereof; take any other action contemplated by this Agreement; and sign, execute, acknowledge, swear to, verify, deliver, file, record and publish any one or more of the foregoing. (b) Pledgee. The powers power of attorney which shall granted herein is irrevocable and coupled with an interest and can only be granted pursuant to Section 9(a) and all authority thereby conferred shall be granted and conferred solely to protect the Pledgee's interests in the Pledged Collateral and shall not impose any duty upon the attorney-in-fact to exercise such powers. Such powers exercised following an Event of attorney shall be irrevocable prior to the performance in full of the Obligations and shall not be terminated prior thereto or affected by any act of the Pledgor or other person or by operation of law, including, but not limited to, the dissolution, death, disability or incompetency of any person, the termination of any trust, or the occurrence of any other event, and if the Pledgor or any other person should be dissolved or die or become disabled or incompetent or any other event should occur before the performance in full of the Obligations and termination of this Agreement, such attorney-in-fact shall nevertheless be fully authorized to act under such powers of attorney as if such dissolution, death, disability or incompetency or other event had not occurred and regardless of notice thereofDefault. (c) Each person who shall be a transferee of the beneficial ownership of the Pledged Collateral, by the acceptance of such a transfer, shall be deemed to have irrevocably appointed the Pledgee, with full power of substitution and revocation, such person's true and lawful attorney-in-fact in such person's name and otherwise to do any and all acts permitted to, and to exercise any and all powers herein conferred upon, such attorney-in-fact.

Pledgee Appointed Attorney-in-Fact. (a) If an Event of Default shall occur and be continuing under the Notes (unless such Event of Default is waived by the Pledgee), Each Pledgor hereby constitutes and appoints the Pledgee (and any officer or agent as the attorney-in-fact of the Pledgee such Pledgor with full power of substitution and revocation) the Pledgor's true and lawful attorney-in-fact, with full authority either in the place and stead of the Pledgor and Pledgee’s name or in the name of such Pledgor to do any of the following: (a) to perform any obligation of such Pledgor hereunder in such Pledgor’s name or otherwise; (b) to ask for, from time demand, sxx for, collect, receive, receipt and give acquittance for any and all moneys due or to time become due under and by virtue of any Collateral; (c) to prepare, execute, file, record or deliver notices, assignments, financing statements, continuation statements, applications for registration or like papers to perfect, preserve or release the Pledgee’s security interest in the Pledgee's discretion Collateral; (d) to issue entitlement orders, instructions and other orders to any securities intermediary in connection with any of the Collateral held by or maintained with such securities intermediary; (e) to verify facts concerning the Collateral in such Pledgor’s name, its own name or a fictitious name; (f) to endorse checks, drafts, orders and other instruments for the payment of money payable to such 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; (g) to exercise all rights, powers and remedies which such Pledgor would have, but for this Agreement, with respect to any of the Collateral; and (h) to carry out the provisions of this Agreement and to take any action and to execute any instrument which the Pledgee may deem necessary or advisable to accomplish the purposes hereof, and to do all acts and things and execute all documents in the name of this Agreementsuch Pledgor or otherwise, includingdeemed by the Pledgee as necessary, without limitationproper and convenient in connection with the preservation, perfection or enforcement of its rights hereunder; provided, however, the Pledgee may only exercise its rights described in the immediately preceding clauses (a), (ib), (d) to receiveand (g) if an Event of Default exists; provided further, endorse and collect all instruments made payable that the Pledgee will give notice to the Pledgor representing any dividend, interest payment or other distribution in respect Borrower as soon as reasonably possible upon its exercise of the Pledged rights under the immediately preceding clauses (a) through (h), except (1) any such notice regarding the exercise of rights under the immediately preceding clauses (a), (b), (d) or (g) shall be given if and to the extent required by Applicable Law and (2) in no event will the failure to give such notice have any effect on the validity of the exercise of any such right or give rise to liability on the part of the Pledgee or any Lender. Nothing herein contained shall be construed as requiring or obligating the Pledgee or any Lender to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by it, or to present or file any claim or notice, or 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, and to give full discharge for the same; and (ii) to transfer the Pledged Collateral on the books of the Company, in whole or in part, to the name of no action taken by the Pledgee or such other person or persons as omitted to be taken with respect to the Pledgee may designate; take possession of an endorse any one or more checks, drafts, bills of exchange, money orders Collateral or any other documents received on account part thereof shall give rise to any defense, counterclaim or offset in favor of any Pledgor or to any claim or action against the Pledged Collateral; 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; execute and record or file on behalf of the Pledgor any evidence of a security interest contemplated by this Agreement or any refiling, continuation or extension thereof; take any other action contemplated by this Agreement; and sign, execute, acknowledge, swear to, verify, deliver, file, record and publish any one or more of the foregoing. (b) Pledgee. The powers power of attorney which shall be granted pursuant to Section 9(a) herein is irrevocable and all authority thereby conferred shall be granted and conferred solely to protect the Pledgee's interests in the Pledged Collateral and shall not impose any duty upon the attorney-in-fact to exercise such powers. Such powers of attorney shall be irrevocable prior to the performance in full of the Obligations and shall not be terminated prior thereto or affected by any act of the Pledgor or other person or by operation of law, including, but not limited to, the dissolution, death, disability or incompetency of any person, the termination of any trust, or the occurrence of any other event, and if the Pledgor or any other person should be dissolved or die or become disabled or incompetent or any other event should occur before the performance in full of the Obligations and termination of this Agreement, such attorney-in-fact shall nevertheless be fully authorized to act under such powers of attorney as if such dissolution, death, disability or incompetency or other event had not occurred and regardless of notice thereofcoupled with an interest. (c) Each person who shall be a transferee of the beneficial ownership of the Pledged Collateral, by the acceptance of such a transfer, shall be deemed to have irrevocably appointed the Pledgee, with full power of substitution and revocation, such person's true and lawful attorney-in-fact in such person's name and otherwise to do any and all acts permitted to, and to exercise any and all powers herein conferred upon, such attorney-in-fact.

Pledgee Appointed Attorney-in-Fact. (a) If an Event of Default shall occur and be continuing under the Notes (unless such Event of Default is waived by the Pledgee), Each Pledgor hereby constitutes and appoints the Pledgee (and any officer or agent as the attorney-in-fact of the Pledgee such Pledgor with full power of substitution and revocation) the Pledgor's true and lawful attorney-in-fact, with full authority either in the place and stead of the Pledgor and Pledgee's name or in the name of such Pledgor to do any of the following: (a) to perform any obligation of such Pledgor hereunder in such Pledgor's name or otherwise; (b) to ask for, from time demand, xxx for, collect, receive, receipt and give acquittance for any and all moneys due or to time in become due under and by virtue of any Collateral; (c) to prepare, execute, file, record or deliver notices, assignments, financing statements, continuation statements, applications for registration or like papers to perfect, preserve or release the Pledgee's discretion security interest in the Collateral; (d) to issue entitlement orders, instructions and other orders to any securities intermediary in connection with any of the Collateral held by or maintained with such securities intermediary; (e) to verify facts concerning the Collateral in such Pledgor's name, its own name or a fictitious name; (f) to endorse checks, drafts, orders and other instruments for the payment of money payable to such 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; (g) to exercise all rights, powers and remedies which such Pledgor would have, but for this Agreement, with respect to any of the Collateral; and (h) to carry out the provisions of this Agreement and to take any action and to execute any instrument which the Pledgee may deem necessary or advisable to accomplish the purposes hereof, and to do all acts and things and execute all documents in the name of this Agreementsuch Pledgor or otherwise, includingdeemed by the Pledgee as necessary, without limitationproper and convenient in connection with the preservation, (i) perfection or enforcement of its rights hereunder. Nothing herein contained shall be construed as requiring or obligating the Pledgee to receive, endorse and collect all instruments made payable make any commitment or to make any inquiry as to the Pledgor representing nature or sufficiency of any dividendpayment received by it, interest payment or other distribution in to present or file any claim or notice, or to take any action with respect of to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and to give full discharge for the same; and (ii) to transfer the Pledged Collateral on the books of the Company, in whole or in part, to the name of no action taken by the Pledgee or such other person or persons as omitted to be taken with respect to the Pledgee may designate; take possession of an endorse any one or more checks, drafts, bills of exchange, money orders Collateral or any other documents received on account part thereof shall give rise to any defense, counterclaim or offset in favor of any Pledgor or to any claim or action against the Pledged Collateral; 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; execute and record or file on behalf of the Pledgor any evidence of a security interest contemplated by this Agreement or any refiling, continuation or extension thereof; take any other action contemplated by this Agreement; and sign, execute, acknowledge, swear to, verify, deliver, file, record and publish any one or more of the foregoing. (b) Pledgee. The powers power of attorney which shall granted herein is irrevocable and coupled with an interest and can only be granted pursuant to Section 9(a) and all authority thereby conferred shall be granted and conferred solely to protect the Pledgee's interests in the Pledged Collateral and shall not impose any duty upon the attorney-in-fact to exercise such powers. Such powers exercised following an Event of attorney shall be irrevocable prior to the performance in full of the Obligations and shall not be terminated prior thereto or affected by any act of the Pledgor or other person or by operation of law, including, but not limited to, the dissolution, death, disability or incompetency of any person, the termination of any trust, or the occurrence of any other event, and if the Pledgor or any other person should be dissolved or die or become disabled or incompetent or any other event should occur before the performance in full of the Obligations and termination of this Agreement, such attorney-in-fact shall nevertheless be fully authorized to act under such powers of attorney as if such dissolution, death, disability or incompetency or other event had not occurred and regardless of notice thereofDefault. (c) Each person who shall be a transferee of the beneficial ownership of the Pledged Collateral, by the acceptance of such a transfer, shall be deemed to have irrevocably appointed the Pledgee, with full power of substitution and revocation, such person's true and lawful attorney-in-fact in such person's name and otherwise to do any and all acts permitted to, and to exercise any and all powers herein conferred upon, such attorney-in-fact.

Pledgee Appointed Attorney-in-Fact. (a) If an Event of Default shall occur and be continuing under the Notes (unless such Event of Default is waived by the Pledgee), The Pledgor hereby constitutes and appoints the Pledgee (and any officer or agent as the attorney-in-fact of the Pledgee Pledgor with full power of substitution and revocation) the Pledgor's true and lawful attorney-in-fact, with full authority either in the place and stead of the Pledgor and Pledgee’s name or in the name of the Pledgor to do any of the following: (a) to perform any obligation of the Pledgor hereunder in the Pledgor’s name or otherwise; (b) to ask for, from time demand, xxx for, collect, receive, receipt and give acceptance for any and all moneys due or to time become due under and by virtue of any Pledged Collateral; (c) to prepare, execute, file, record or deliver notices, assignments, financing statements, continuation statements, applications for registration or like papers to perfect, preserve or release the Pledgee’s security interest in the Pledgee's discretion Pledged Collateral or any of the documents, instruments, certificates and agreements described herein; (d) to verify facts concerning the Pledged Collateral in its own name or a fictitious name; (e) to endorse checks, drafts, orders and other instruments for the payment of money payable to the Pledgor, representing any interest or dividend or other distribution payable in respect of the Pledged Collateral or any part thereof or on account thereof and to give full discharge for the same; (f) to exercise all rights, powers and remedies which the Pledgor would have, but for this Agreement, under the Pledged Collateral; and (g) to carry out the provisions of this Agreement and to take any action and to execute any instrument which the Pledgee may deem necessary or advisable to accomplish the purposes hereof, and to do all acts and things and execute all documents in the name of this Agreementthe Pledgor or otherwise, includingdeemed by the Pledgee as necessary, without limitationproper and convenient in connection with the preservation, (i) perfection or enforcement of its rights hereunder. Nothing herein contained shall be construed as requiring or obligating the Pledgee to receive, endorse and collect all instruments made payable make any commitment or to make any inquiry as to the Pledgor representing nature or sufficiency of any dividendpayment received by it, interest payment or other distribution in to present or file any claim or notice, or to take any action with respect of to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken by the Pledgee or omitted to give full discharge for the same; and (ii) be taken with respect to transfer the Pledged Collateral on the books of the Company, in whole or in part, to the name of the Pledgee or such other person or persons as the Pledgee may designate; take possession of an endorse any one or more checks, drafts, bills of exchange, money orders or any other documents received on account of the Pledged Collateral; collectpart thereof shall give rise to any defense, xxx for and give acquittances for moneys due on account of the foregoing; withdraw any claims, suits, counterclaim or proceedings pertaining to or arising out of the foregoing; execute and record or file on behalf of the Pledgor any evidence of a security interest contemplated by this Agreement or any refiling, continuation or extension thereof; take any other action contemplated by this Agreement; and sign, execute, acknowledge, swear to, verify, deliver, file, record and publish any one or more of the foregoing. (b) The powers of attorney which shall be granted pursuant to Section 9(a) and all authority thereby conferred shall be granted and conferred solely to protect the Pledgee's interests offset in the Pledged Collateral and shall not impose any duty upon the attorney-in-fact to exercise such powers. Such powers of attorney shall be irrevocable prior to the performance in full of the Obligations and shall not be terminated prior thereto or affected by any act favor of the Pledgor or other person to any claim or by operation of law, including, but not limited to, action against the dissolution, death, disability or incompetency of any person, the termination of any trust, or the occurrence of any other event, and if the Pledgor or any other person should be dissolved or die or become disabled or incompetent or any other event should occur before the performance in full of the Obligations and termination of this Agreement, such attorney-in-fact shall nevertheless be fully authorized to act under such powers Pledgee. The power of attorney as if such dissolution, death, disability or incompetency or other event had not occurred granted herein is irrevocable and regardless of notice thereofcoupled with an interest. (c) Each person who shall be a transferee of the beneficial ownership of the Pledged Collateral, by the acceptance of such a transfer, shall be deemed to have irrevocably appointed the Pledgee, with full power of substitution and revocation, such person's true and lawful attorney-in-fact in such person's name and otherwise to do any and all acts permitted to, and to exercise any and all powers herein conferred upon, such attorney-in-fact.

Pledgee Appointed Attorney-in-Fact. (a) If The Pledgor hereby constitutes and appoints the Pledgee as the attorney-in-fact of the Pledgor upon the occurrence and during the continuation of an Event of Default shall occur and be continuing under the Notes (unless such Event of Default is waived by the Pledgee), Pledgor hereby appoints the Pledgee (and any officer or agent of the Pledgee with full power of substitution and revocation) the Pledgor's true and lawful attorney-in-fact, with full authority either in the place and stead of the Pledgor and Pledgee's name or in the name of the Pledgor to do any of the following: (a) to perform any obligation of the Pledgor hereunder in the Pledgor's name or otherwise; (b) to ask for, from time demand, sue xxx, collect, receive, receipt and give acquittance for any and all moneys due or to time in become due under and by virtue of any Pledged Collateral; (c) to prepare, execute, file, record or deliver notices, assignments, financing statements, continuation statements, applications for registration or like papers to perfect, preserve or release the Pledgee's discretion security interest in the Pledged Collateral or any of the documents, instruments, certificates and agreements described in Section 13(b); (d) to verify facts concerning the Pledged Collateral in its own name or a fictitious name; (e) to endorse checks, drafts, orders and other instruments for the payment of money payable to the Pledgor, representing any interest or dividend or other distribution payable in respect of the Pledged Collateral or any part thereof or on account thereof and to give full discharge for the same; (f) to exercise all rights, powers and remedies which the Pledgor would have, but for this Pledge Agreement, under the Pledged Collateral; and (g) to carry out the provisions of this Pledge Agreement and to take any action and to execute any instrument which the Pledgee may deem necessary or advisable to accomplish the purposes hereof, and to do all acts and things and execute all documents in the name of this Agreementthe Pledgor or otherwise, includingdeemed by the Pledgee as necessary, without limitationproper and convenient in connection with the preservation, (i) perfection or enforcement of its rights hereunder. Nothing herein contained shall be construed as requiring or obligating the Pledgee to receive, endorse and collect all instruments made payable make any commitment or to make any inquiry as to the Pledgor representing nature or sufficiency of any dividendpayment received by it, interest payment or other distribution in to present or file any claim or notice, or to take any action with respect of to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken by the Pledgee or omitted to give full discharge for the same; and (ii) be taken with respect to transfer the Pledged Collateral on the books of the Company, in whole or in part, to the name of the Pledgee or such other person or persons as the Pledgee may designate; take possession of an endorse any one or more checks, drafts, bills of exchange, money orders or any other documents received on account of the Pledged Collateral; collectpart thereof shall give rise to any defense, xxx for and give acquittances for moneys due on account of the foregoing; withdraw any claims, suits, counterclaim or proceedings pertaining to or arising out of the foregoing; execute and record or file on behalf of the Pledgor any evidence of a security interest contemplated by this Agreement or any refiling, continuation or extension thereof; take any other action contemplated by this Agreement; and sign, execute, acknowledge, swear to, verify, deliver, file, record and publish any one or more of the foregoing. (b) The powers of attorney which shall be granted pursuant to Section 9(a) and all authority thereby conferred shall be granted and conferred solely to protect the Pledgee's interests offset in the Pledged Collateral and shall not impose any duty upon the attorney-in-fact to exercise such powers. Such powers of attorney shall be irrevocable prior to the performance in full of the Obligations and shall not be terminated prior thereto or affected by any act favor of the Pledgor or other person to any claim or by operation of law, including, but not limited to, action against the dissolution, death, disability or incompetency of any person, the termination of any trust, or the occurrence of any other event, and if the Pledgor or any other person should be dissolved or die or become disabled or incompetent or any other event should occur before the performance in full of the Obligations and termination of this Agreement, such attorney-in-fact shall nevertheless be fully authorized to act under such powers Pledgee. The power of attorney as if such dissolution, death, disability or incompetency or other event had not occurred granted herein is irrevocable and regardless of notice thereofcoupled with an interest. (c) Each person who shall be a transferee of the beneficial ownership of the Pledged Collateral, by the acceptance of such a transfer, shall be deemed to have irrevocably appointed the Pledgee, with full power of substitution and revocation, such person's true and lawful attorney-in-fact in such person's name and otherwise to do any and all acts permitted to, and to exercise any and all powers herein conferred upon, such attorney-in-fact.

Pledgee Appointed Attorney-in-Fact. (a) If Pledgor hereby appoints Pledgee the attorney-in-fact of Pledgor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that Pledgee may deem reasonably necessary to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, Pledgee shall have the right, upon the occurrence and during the continuance of an Event of Default shall occur and be continuing under the Notes (unless such Event of Default is waived by the Pledgee)Default, Pledgor hereby appoints the Pledgee (and any officer or agent of the Pledgee with full power of substitution and revocation) the Pledgor's true and lawful attorney-in-fact, with full authority either in the place and stead of the Pledgor and Pledgee’s name or in the name of Pledgor, to ask for, demand, sue for, collect, receive and give acquittance for any and all monies due or to become due under and by virtue of any Pledged Collateral, to endorse checks, drafts, orders and other instruments for the Pledgor or otherwise, from time to time in the Pledgee's discretion to take any action and to execute any instrument which the Pledgee may deem necessary or advisable to accomplish the purposes payment of this Agreement, including, without limitation, (i) to receive, endorse and collect all instruments made money payable to the Pledgor representing any dividend, interest payment dividend or other distribution payable in respect of the Pledged Collateral or any part thereof or on account thereof and to give full discharge for the same, to settle, compromise, prosecute or defend any action, claim or proceeding with respect thereto, and to sell, assign, endorse, pledge, transfer and to make any agreement respecting, or otherwise deal with, the same; and (ii) provided, however, that nothing herein contained shall be construed as requiring or obligating Pledgee to transfer make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by Pledgee, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral on or any part thereof or the books monies due or to become due in respect thereof or any property covered thereby. Pledgee shall be accountable only for amounts actually received as a result of the Company, in whole or in part, to the name exercise of the powers granted to Pledgee herein, and neither Pledgee nor its shareholders, officers, directors, employees or such other person or persons as the Pledgee may designate; take possession of an endorse any one or more checks, drafts, bills of exchange, money orders or any other documents received on account of the Pledged Collateral; 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; execute and record or file on behalf of the Pledgor any evidence of a security interest contemplated by this Agreement or any refiling, continuation or extension thereof; take any other action contemplated by this Agreement; and sign, execute, acknowledge, swear to, verify, deliver, file, record and publish any one or more of the foregoing. (b) The powers of attorney which agents shall be granted pursuant responsible to Section 9(a) and all authority thereby conferred shall be granted and conferred solely to protect the Pledgee's interests in the Pledged Collateral and shall not impose any duty upon the attorney-in-fact to exercise such powers. Such powers of attorney shall be irrevocable prior to the performance in full of the Obligations and shall not be terminated prior thereto or affected by Pledgor for any act of the Pledgor or other person or by operation of law, including, but not limited to, the dissolution, death, disability or incompetency of any person, the termination of any trust, or the occurrence of any other event, and if the Pledgor or any other person should be dissolved or die or become disabled or incompetent or any other event should occur before the performance in full of the Obligations and termination of this Agreement, such attorney-in-fact shall nevertheless be fully authorized failure to act under such powers of attorney as if such dissolutionhereunder, death, disability except for Xxxxxxx’s own gross negligence or incompetency or other event had not occurred and regardless of notice thereofwillful misconduct. (c) Each person who shall be a transferee of the beneficial ownership of the Pledged Collateral, by the acceptance of such a transfer, shall be deemed to have irrevocably appointed the Pledgee, with full power of substitution and revocation, such person's true and lawful attorney-in-fact in such person's name and otherwise to do any and all acts permitted to, and to exercise any and all powers herein conferred upon, such attorney-in-fact.

Pledgee Appointed Attorney-in-Fact. (a) If Each Pledgor hereby constitutes and appoints the Pledgee as the attorney-in-fact of such Pledgor upon the occurrence and during the continuation of an Event of Default shall occur and be continuing under the Notes (unless such Event of Default is waived by the Pledgee), Pledgor hereby appoints the Pledgee (and any officer or agent of the Pledgee with full power of substitution and revocation) the Pledgor's true and lawful attorney-in-fact, with full authority either in the place and stead of the Pledgor and Pledgee's name or in the name of such Pledgor to do any of the following: (a) to perform any obligation of such Pledgor hereunder in such Pledgor's name or otherwise; (b) to ask for, from time demand, sue xxx, collect, receive, receipt and give acquittance for any and all moneys due or to time in become due under and by virtue of any Pledged Collateral; (c) to prepare, execute, file, record or deliver notices, assignments, financing statements, continuation statements, applications for registration or like papers to perfect, preserve or release the Pledgee's discretion security interest in the Pledged Collateral or any of the documents, instruments, certificates and agreements described in Section 13(b); (d) to verify facts concerning the Pledged Collateral in its own name or a fictitious name; (e) to endorse checks, drafts, orders and other instruments for the payment of money payable to such Pledgor, representing any interest or dividend or other distribution payable in respect of the Pledged Collateral or any part thereof or on account thereof and to give full discharge for the same; (f) to exercise all rights, powers and remedies which such Pledgor would have, but for this Pledge Agreement, under the Pledged Collateral; and (g) to carry out the provisions of this Pledge Agreement and to take any action and to execute any instrument which the Pledgee may deem necessary or advisable to accomplish the purposes hereof, and to do all acts and things and execute all documents in the name of this Agreementsuch Pledgor or otherwise, includingdeemed by the Pledgee as necessary, without limitationproper and convenient in connection with the preservation, (i) perfection or enforcement of its rights hereunder. Nothing herein contained shall be construed as requiring or obligating the Pledgee to receive, endorse and collect all instruments made payable make any commitment or to make any inquiry as to the Pledgor representing nature or sufficiency of any dividendpayment received by it, interest payment or other distribution in to present or file any claim or notice, or to take any action with respect of to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken by the Pledgee or omitted to give full discharge for the same; and (ii) be taken with respect to transfer the Pledged Collateral on the books of the Company, in whole or in part, to the name of the Pledgee or such other person or persons as the Pledgee may designate; take possession of an endorse any one or more checks, drafts, bills of exchange, money orders or any other documents received on account part thereof shall give rise to any defense, counterclaim or offset in favor of any Pledgor or to any claim or action against the Pledged Collateral; 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; execute and record or file on behalf of the Pledgor any evidence of a security interest contemplated by this Agreement or any refiling, continuation or extension thereof; take any other action contemplated by this Agreement; and sign, execute, acknowledge, swear to, verify, deliver, file, record and publish any one or more of the foregoing. (b) Pledgee. The powers power of attorney which shall be granted pursuant to Section 9(a) herein is irrevocable and all authority thereby conferred shall be granted and conferred solely to protect the Pledgee's interests in the Pledged Collateral and shall not impose any duty upon the attorney-in-fact to exercise such powers. Such powers of attorney shall be irrevocable prior to the performance in full of the Obligations and shall not be terminated prior thereto or affected by any act of the Pledgor or other person or by operation of law, including, but not limited to, the dissolution, death, disability or incompetency of any person, the termination of any trust, or the occurrence of any other event, and if the Pledgor or any other person should be dissolved or die or become disabled or incompetent or any other event should occur before the performance in full of the Obligations and termination of this Agreement, such attorney-in-fact shall nevertheless be fully authorized to act under such powers of attorney as if such dissolution, death, disability or incompetency or other event had not occurred and regardless of notice thereofcoupled with an interest. (c) Each person who shall be a transferee of the beneficial ownership of the Pledged Collateral, by the acceptance of such a transfer, shall be deemed to have irrevocably appointed the Pledgee, with full power of substitution and revocation, such person's true and lawful attorney-in-fact in such person's name and otherwise to do any and all acts permitted to, and to exercise any and all powers herein conferred upon, such attorney-in-fact.

Pledgee Appointed Attorney-in-Fact. (a) If an Event of Default shall occur and be continuing under the Notes (unless such Event of Default is waived by The Pledgor hereby irrevocably appoints the Pledgee), Pledgor hereby appoints its nominee, and any other Person whom the Pledgee (and any officer or agent of the Pledgee with full power of substitution and revocation) may designate, as the Pledgor's true and lawful ’s attorney-in-fact, with full authority power during the existence of any Event of Default (in respect of which the place Pledgee has provided Pledgor with notice of its election to exercise the rights and stead of the Pledgor and remedies set forth in the name of the Pledgor or otherwise, from time to time in the Pledgee's discretion Section 6(b) above) to take any action and to execute any instrument which the Pledgee that such attorney-in-fact may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, to (i) to receive, endorse and collect all instruments (or other property, as applicable) made payable to the Pledgor representing any dividend, interest payment or other distribution in respect of the Pledged Collateral Securities or any part thereof and to give full discharge for the same; and (ii) sell, transfer, pledge, make any agreement with respect to transfer the Pledged Collateral on the books of the Company, in whole or in part, to the name of the Pledgee or such other person or persons as the Pledgee may designate; take possession of an endorse otherwise deal with any one or more checks, drafts, bills of exchange, money orders or any other documents received on account of the Pledged Collateral; collect, xxx for Securities as fully 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; execute and record or file on behalf of the Pledgor any evidence of a security interest contemplated by this Agreement or any refiling, continuation or extension thereof; take any other action contemplated by this Agreement; and sign, execute, acknowledge, swear to, verify, deliver, file, record and publish any one or more of the foregoing. (b) The powers of attorney which shall be granted pursuant to Section 9(a) and all authority thereby conferred shall be granted and conferred solely to protect the Pledgee's interests in the Pledged Collateral and shall not impose any duty upon the attorney-in-fact to exercise such powers. Such powers of attorney shall be irrevocable prior to the performance in full of the Obligations and shall not be terminated prior thereto or affected by any act of the Pledgor or other person or by operation of law, including, but not limited to, the dissolution, death, disability or incompetency of any person, the termination of any trust, or the occurrence of any other event, and if the Pledgor or any other person should be dissolved or die or become disabled or incompetent or any other event should occur before the performance in full of the Obligations and termination of this Agreement, completely as though such attorney-in-fact shall nevertheless be fully authorized to act under such powers of attorney as if such dissolution, death, disability or incompetency or other event had not occurred and regardless of notice thereof. (c) Each person who shall be a transferee of was the beneficial ownership of the Pledged Collateral, by the acceptance of such a transfer, shall be deemed to have irrevocably appointed the Pledgee, with full power of substitution and revocation, such person's true and lawful attorney-in-fact in such person's name and otherwise to do any and absolute owner thereof for all acts permitted topurposes, and to exercise any and all powers herein conferred upondo, at such attorney-in-fact’s option and the Pledgor’s expense, at any time or from time to time, all acts and things that such attorney-in-fact deems necessary to protect, preserve or realize upon the Pledged Securities. The Pledgor hereby ratifies and approves all acts of any such attorney-in-fact made or taken pursuant to this Section 7 and agrees that neither the Pledgee nor any other Person designated as an attorney-in-fact by the Pledgee shall be liable for any acts, omissions, errors of judgment or mistakes of fact or law (other than, and only to the extent of, such Person’s gross negligence or willful misconduct). The foregoing powers of attorney, being coupled with an interest, are irrevocable until the Note Obligations have been fully paid.

Pledgee Appointed Attorney-in-Fact. (a) If an Event of Default shall occur and be continuing under the Notes (unless such Event of Default is waived by the Pledgee), Each Pledgor hereby constitutes and appoints the Pledgee (and any officer or agent as the attorney-in-fact of the Pledgee such Pledgor with full power of substitution and revocation) the Pledgor's true and lawful attorney-in-fact, with full authority either in the place and stead of the Pledgor and Pledgee’s name or in the name of such Pledgor to do any of the following: (a) to perform any obligation of such Pledgor hereunder in such Pledgor’s name or otherwise; (b) to ask for, from time demand, xxx for, collect, receive, receipt and give acquittance for any and all moneys due or to time become due under and by virtue of any Collateral; (c) to prepare, execute, file, record or deliver notices, assignments, financing statements, continuation statements, applications for registration or like papers to perfect, preserve or release the Pledgee’s security interest in the Pledgee's discretion Collateral; (d) to issue entitlement orders, instructions and other orders to any securities intermediary in connection with any of the Collateral held by or maintained with such securities intermediary; (e) to verify facts concerning the Collateral in such Pledgor’s name, its own name or a fictitious name; (f) to endorse checks, drafts, orders and other instruments for the payment of money payable to such 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; (g) to exercise all rights, powers and remedies which such Pledgor would have, but for this Agreement, with respect to any of the Collateral; and (h) to carry out the provisions of this Agreement and to take any action and to execute any instrument which the Pledgee may deem necessary or advisable to accomplish the purposes hereof, and to do all acts and things and execute all documents in the name of this Agreementsuch Pledgor or otherwise, includingdeemed by the Pledgee as necessary, without limitationproper and convenient in connection with the preservation, perfection or enforcement of its rights hereunder; provided, that the Pledgee shall only exercise its rights under clauses (a), (ib), (e) and (g) while an Event of Default exists. Nothing herein contained shall be construed as requiring or obligating the Pledgee or any Lender to receive, endorse and collect all instruments made payable make any commitment or to make any inquiry as to the Pledgor representing nature or sufficiency of any dividendpayment received by it, interest payment or other distribution in to present or file any claim or notice, or to take any action with respect of to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and to give full discharge for the same; and (ii) to transfer the Pledged Collateral on the books of the Company, in whole or in part, to the name of no action taken by the Pledgee or such other person or persons as omitted to be taken with respect to the Pledgee may designate; take possession of an endorse any one or more checks, drafts, bills of exchange, money orders Collateral or any other documents received on account part thereof shall give rise to any defense, counterclaim or offset in favor of any Pledgor or to any claim or action against the Pledged Collateral; 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; execute and record or file on behalf of the Pledgor any evidence of a security interest contemplated by this Agreement or any refiling, continuation or extension thereof; take any other action contemplated by this Agreement; and sign, execute, acknowledge, swear to, verify, deliver, file, record and publish any one or more of the foregoing. (b) Pledgee. The powers power of attorney which shall be granted pursuant to Section 9(a) herein is irrevocable and all authority thereby conferred shall be granted and conferred solely to protect the Pledgee's interests in the Pledged Collateral and shall not impose any duty upon the attorney-in-fact to exercise such powers. Such powers of attorney shall be irrevocable prior to the performance in full of the Obligations and shall not be terminated prior thereto or affected by any act of the Pledgor or other person or by operation of law, including, but not limited to, the dissolution, death, disability or incompetency of any person, the termination of any trust, or the occurrence of any other event, and if the Pledgor or any other person should be dissolved or die or become disabled or incompetent or any other event should occur before the performance in full of the Obligations and termination of this Agreement, such attorney-in-fact shall nevertheless be fully authorized to act under such powers of attorney as if such dissolution, death, disability or incompetency or other event had not occurred and regardless of notice thereofcoupled with an interest. (c) Each person who shall be a transferee of the beneficial ownership of the Pledged Collateral, by the acceptance of such a transfer, shall be deemed to have irrevocably appointed the Pledgee, with full power of substitution and revocation, such person's true and lawful attorney-in-fact in such person's name and otherwise to do any and all acts permitted to, and to exercise any and all powers herein conferred upon, such attorney-in-fact.

Pledgee Appointed Attorney-in-Fact. (a) If an Event of Default shall occur and be continuing under the Notes (unless such Event of Default is waived by the Pledgee), The Pledgor hereby constitutes and appoints the Pledgee (and any officer or agent of the Pledgee with full power of substitution and revocation) the Pledgor's true and lawful attorney-in-fact, with full authority in the place and stead fact of the Pledgor for the purpose of carrying out the provisions of this Agreement and in the name of the Pledgor or otherwise, from time to time in the Pledgee's discretion to take taking any action and to execute executing any instrument or other document which the Pledgee may reasonably deem necessary or advisable to accomplish the purposes purpose hereof, which appointment is irrevocable and coupled with an interest which shall be exercisable upon the occurrence and during the continuance of this Agreementan Event of Default. Without limiting the generality of the foregoing, includingthe Pledgee will have the right, without limitationwith full power of substitution either in the Pledgee's name or in the name of the Pledgor, (i) to receiveask for, demand, sue for, collect, receive and xxxe acquittance for any and all moneys due or to become due under and by virtue of any Pledged Collateral, to endorse checks, drafts, orders and collect all other instruments made for the payment of money payable to the Pledgor Pledgor, representing any dividend, interest payment or dividend or other distribution payable in respect of the Pledged Collateral or any part thereof or on account thereof and to give full discharge for the same, to settle, compromise, prosecute, or defend any action, claim or proceeding with respect thereto, and to sell, assign, endorse, pledge, transfer and make any agreement respecting, or otherwise deal with, the same; provided, however, that nothing herein contained shall be construed as requiring or obligating the Pledgee to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by it, or to present or file any claim or notice, or to take any action with respect to Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and (ii) no action taken by the Pledgee or omitted to transfer be taken with respect to the Pledged Collateral on the books of the Company, in whole or in part, to the name of the Pledgee or such other person or persons as the Pledgee may designate; take possession of an endorse any one or more checks, drafts, bills of exchange, money orders or any other documents received on account of the Pledged Collateral; collectpart thereof shall give rise to any defense, xxx for and give acquittances for moneys due on account of the foregoing; withdraw any claims, suits, counterclaim or proceedings pertaining to or arising out of the foregoing; execute and record or file on behalf of the Pledgor any evidence of a security interest contemplated by this Agreement or any refiling, continuation or extension thereof; take any other action contemplated by this Agreement; and sign, execute, acknowledge, swear to, verify, deliver, file, record and publish any one or more of the foregoing. (b) The powers of attorney which shall be granted pursuant to Section 9(a) and all authority thereby conferred shall be granted and conferred solely to protect the Pledgee's interests offset in the Pledged Collateral and shall not impose any duty upon the attorney-in-fact to exercise such powers. Such powers of attorney shall be irrevocable prior to the performance in full of the Obligations and shall not be terminated prior thereto or affected by any act favor of the Pledgor or other person to any claim or by operation of law, including, but not limited to, the dissolution, death, disability or incompetency of any person, the termination of any trust, or the occurrence of any other event, and if the Pledgor or any other person should be dissolved or die or become disabled or incompetent or any other event should occur before the performance in full of the Obligations and termination of this Agreement, such attorney-in-fact shall nevertheless be fully authorized to act under such powers of attorney as if such dissolution, death, disability or incompetency or other event had not occurred and regardless of notice thereof. (c) Each person who shall be a transferee of the beneficial ownership of the Pledged Collateral, by the acceptance of such a transfer, shall be deemed to have irrevocably appointed action against the Pledgee, with full power of substitution and revocation, such person's true and lawful attorney-in-fact in such person's name and otherwise to do any and all acts permitted to, and to exercise any and all powers herein conferred upon, such attorney-in-fact.

Pledgee Appointed Attorney-in-Fact. (a) If an Event of Default shall occur and be continuing under the Notes (unless such Event of Default is waived by the Pledgee), The Pledgor hereby constitutes and appoints the Pledgee (and any officer or agent as the attorney-in-fact of the Pledgee Pledgor with full power of substitution and revocation) the Pledgor's true and lawful attorney-in-fact, with full authority either in the place and stead of the Pledgor and Pledgee’s name or in the name of the Pledgor to do any of the following: (a) to perform any obligation of the Pledgor hereunder in the Pledgor’s name or otherwise; (b) to ask for, from time demand, xxx for, collect, receive, receipt and give acquittance for any and all moneys due or to time become due under and by virtue of any Pledged Collateral; (c) to prepare, execute, file, record or deliver notices, assignments, financing statements, continuation statements, applications for registration or like papers to perfect, preserve or release the Pledgee’s security interest in the Pledgee's discretion Pledged Collateral; (d) to issue entitlement orders, instructions and other orders to the Custodian under or in connection with the Custodian Agreement; (e) to verify facts concerning the Pledged Collateral in the Pledgor’s name, its own name or a fictitious name; (f) to endorse checks, drafts, orders and other instruments for the payment of money payable to the Pledgor, representing any interest or dividend or other distribution payable in respect of the Pledged Collateral or any part thereof or on account thereof and to give full discharge for the same; (g) to exercise all rights, powers and remedies which the Pledgor would have, but for this Agreement, under the Pledged Collateral; and (h) to carry out the provisions of this Agreement and to take any action and to execute any instrument which the Pledgee may deem necessary or advisable to accomplish the purposes hereof, and to do all acts and things and execute all documents in the name of this Agreementthe Pledgor or otherwise, includingdeemed by the Pledgee as necessary, without limitationproper and convenient in connection with the preservation, (i) perfection or enforcement of its rights hereunder. Nothing herein contained shall be construed as requiring or obligating the Pledgee to receive, endorse and collect all instruments made payable make any commitment or to make any inquiry as to the Pledgor representing nature or sufficiency of any dividendpayment received by it, interest payment or other distribution in to present or file any claim or notice, or to take any action with respect of to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken by the Pledgee or omitted to give full discharge for the same; and (ii) be taken with respect to transfer the Pledged Collateral on the books of the Company, in whole or in part, to the name of the Pledgee or such other person or persons as the Pledgee may designate; take possession of an endorse any one or more checks, drafts, bills of exchange, money orders or any other documents received on account of the Pledged Collateral; collectpart thereof shall give rise to any defense, xxx for and give acquittances for moneys due on account of the foregoing; withdraw any claims, suits, counterclaim or proceedings pertaining to or arising out of the foregoing; execute and record or file on behalf of the Pledgor any evidence of a security interest contemplated by this Agreement or any refiling, continuation or extension thereof; take any other action contemplated by this Agreement; and sign, execute, acknowledge, swear to, verify, deliver, file, record and publish any one or more of the foregoing. (b) The powers of attorney which shall be granted pursuant to Section 9(a) and all authority thereby conferred shall be granted and conferred solely to protect the Pledgee's interests offset in the Pledged Collateral and shall not impose any duty upon the attorney-in-fact to exercise such powers. Such powers of attorney shall be irrevocable prior to the performance in full of the Obligations and shall not be terminated prior thereto or affected by any act favor of the Pledgor or other person to any claim or by operation of law, including, but not limited to, the dissolution, death, disability or incompetency of any person, the termination of any trust, or the occurrence of any other event, and if the Pledgor or any other person should be dissolved or die or become disabled or incompetent or any other event should occur before the performance in full of the Obligations and termination of this Agreement, such attorney-in-fact shall nevertheless be fully authorized to act under such powers of attorney as if such dissolution, death, disability or incompetency or other event had not occurred and regardless of notice thereof. (c) Each person who shall be a transferee of the beneficial ownership of the Pledged Collateral, by the acceptance of such a transfer, shall be deemed to have irrevocably appointed action against the Pledgee, . The power or attorney granted herein is irrevocable and coupled with full power of substitution and revocation, such person's true and lawful attorney-in-fact in such person's name and otherwise to do any and all acts permitted to, and to exercise any and all powers herein conferred upon, such attorney-in-factan interest.

Pledgee Appointed Attorney-in-Fact. (a) If Pledgor hereby appoints Pledgee the attorney-in-fact of Pledgor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that Pledgee may deem reasonably necessary to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, Pledgee shall have the right, upon the occurrence and during the continuance of an Event of Default shall occur and be continuing under the Notes (unless such Event of Default is waived by the Pledgee)Default, Pledgor hereby appoints the Pledgee (and any officer or agent of the Pledgee with full power of substitution and revocation) the Pledgor's true and lawful attorney-in-fact, with full authority either in the place and stead of the Pledgor and Pledgee’s name or in the name of Pledgor, to ask for, demand, xxx for, collect, receive and give acquittance for any and all monies due or to become due under and by virtue of any Pledged Collateral, to endorse checks, drafts, orders and other instruments for the Pledgor or otherwise, from time to time in the Pledgee's discretion to take any action and to execute any instrument which the Pledgee may deem necessary or advisable to accomplish the purposes payment of this Agreement, including, without limitation, (i) to receive, endorse and collect all instruments made money payable to the Pledgor representing any dividend, interest payment dividend or other distribution payable in respect of the Pledged Collateral or any part thereof or on account thereof and to give full discharge for the same, to settle, compromise, prosecute or defend any action, claim or proceeding with respect thereto, and to sell, assign, endorse, pledge, transfer and to make any agreement respecting, or otherwise deal with, the same; and (ii) provided, however, that nothing herein contained shall be construed as requiring or obligating Pledgee to transfer make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by Pledgee, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral on or any part thereof or the books monies due or to become due in respect thereof or any property covered thereby. Pledgee shall be accountable only for amounts actually received as a result of the Company, in whole or in part, to the name exercise of the powers granted to Pledgee herein, and neither Pledgee nor its shareholders, officers, directors, employees or such other person or persons as the Pledgee may designate; take possession of an endorse any one or more checks, drafts, bills of exchange, money orders or any other documents received on account of the Pledged Collateral; 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; execute and record or file on behalf of the Pledgor any evidence of a security interest contemplated by this Agreement or any refiling, continuation or extension thereof; take any other action contemplated by this Agreement; and sign, execute, acknowledge, swear to, verify, deliver, file, record and publish any one or more of the foregoing. (b) The powers of attorney which agents shall be granted pursuant responsible to Section 9(a) and all authority thereby conferred shall be granted and conferred solely to protect the Pledgee's interests in the Pledged Collateral and shall not impose any duty upon the attorney-in-fact to exercise such powers. Such powers of attorney shall be irrevocable prior to the performance in full of the Obligations and shall not be terminated prior thereto or affected by Pledgor for any act of the Pledgor or other person or by operation of law, including, but not limited to, the dissolution, death, disability or incompetency of any person, the termination of any trust, or the occurrence of any other event, and if the Pledgor or any other person should be dissolved or die or become disabled or incompetent or any other event should occur before the performance in full of the Obligations and termination of this Agreement, such attorney-in-fact shall nevertheless be fully authorized failure to act under such powers of attorney as if such dissolutionhereunder, death, disability except for Pledgee’s own gross negligence or incompetency or other event had not occurred and regardless of notice thereofwillful misconduct. (c) Each person who shall be a transferee of the beneficial ownership of the Pledged Collateral, by the acceptance of such a transfer, shall be deemed to have irrevocably appointed the Pledgee, with full power of substitution and revocation, such person's true and lawful attorney-in-fact in such person's name and otherwise to do any and all acts permitted to, and to exercise any and all powers herein conferred upon, such attorney-in-fact.

Pledgee Appointed Attorney-in-Fact. (a) If an Event of Default shall occur and be continuing under the Notes (unless such Event of Default is waived by the Pledgee), The Pledgor hereby ---------------------------------- constitutes and appoints the Pledgee (and any officer or agent as the attorney-in-fact of the Pledgee Pledgor with full power of substitution and revocation) the Pledgor's true and lawful attorney-in-fact, with full authority either in the place and stead of the Pledgor and Pledgee's name or in the name of the Pledgor to do any of the following: (a) to perform any obligation of the Pledgor hereunder in the Pledgor's name or otherwise; (b) to ask for, from time demand, xxx for, collect, receive, receipt and give acquittance for any and all moneys due or to time in become due under and by virtue of any Pledged Collateral; (c) to prepare, execute, file, record or deliver notices, assignments, financing statements, continuation statements, applications for registration or like papers to perfect, preserve or release the Pledgee's discretion security interest in the Pledged Collateral or any of the documents, instruments, certificates and agreements described in Section 10; (d) to verify facts concerning the Pledged Collateral in its own name or a fictitious name; (e) to endorse checks, drafts, orders and other instruments for the payment of money payable to the Pledgor, representing any interest or dividend or other distribution payable in respect of the Pledged Collateral or any part thereof or on account thereof and to give full discharge for the same; (f) to exercise all rights, powers and remedies which the Pledgor would have, but for this Agreement, under the Pledged Collateral; and (g) to carry out the provisions of this Agreement and to take any action and to execute any instrument which the Pledgee may deem necessary or advisable to accomplish the purposes hereof, and to do all acts and things and execute all documents in the name of this Agreementthe Pledgor or otherwise, includingdeemed by the Pledgee as necessary, without limitationproper and convenient in connection with the preservation, (i) perfection or enforcement of its rights hereunder. Nothing herein contained shall be construed as requiring or obligating the Pledgee to receive, endorse and collect all instruments made payable make any commitment or to make any inquiry as to the Pledgor representing nature or sufficiency of any dividendpayment received by it, interest payment or other distribution in to present or file any claim or notice, or to take any action with respect of to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken by the Pledgee or omitted to give full discharge for the same; and (ii) be taken with respect to transfer the Pledged Collateral on the books of the Company, in whole or in part, to the name of the Pledgee or such other person or persons as the Pledgee may designate; take possession of an endorse any one or more checks, drafts, bills of exchange, money orders or any other documents received on account of the Pledged Collateral; collectpart thereof shall give rise to any defense, xxx for and give acquittances for moneys due on account of the foregoing; withdraw any claims, suits, counterclaim or proceedings pertaining to or arising out of the foregoing; execute and record or file on behalf of the Pledgor any evidence of a security interest contemplated by this Agreement or any refiling, continuation or extension thereof; take any other action contemplated by this Agreement; and sign, execute, acknowledge, swear to, verify, deliver, file, record and publish any one or more of the foregoing. (b) The powers of attorney which shall be granted pursuant to Section 9(a) and all authority thereby conferred shall be granted and conferred solely to protect the Pledgee's interests offset in the Pledged Collateral and shall not impose any duty upon the attorney-in-fact to exercise such powers. Such powers of attorney shall be irrevocable prior to the performance in full of the Obligations and shall not be terminated prior thereto or affected by any act favor of the Pledgor or other person to any claim or by operation of law, including, but not limited to, the dissolution, death, disability or incompetency of any person, the termination of any trust, or the occurrence of any other event, and if the Pledgor or any other person should be dissolved or die or become disabled or incompetent or any other event should occur before the performance in full of the Obligations and termination of this Agreement, such attorney-in-fact shall nevertheless be fully authorized to act under such powers of attorney as if such dissolution, death, disability or incompetency or other event had not occurred and regardless of notice thereof. (c) Each person who shall be a transferee of the beneficial ownership of the Pledged Collateral, by the acceptance of such a transfer, shall be deemed to have irrevocably appointed action against the Pledgee, . The power or attorney granted herein is irrevocable and coupled with full power of substitution and revocation, such person's true and lawful attorney-in-fact in such person's name and otherwise to do any and all acts permitted to, and to exercise any and all powers herein conferred upon, such attorney-in-factan interest.

Pledgee Appointed Attorney-in-Fact. (a) If an Event of Default shall occur and be continuing under the Notes (unless such Event of Default is waived by the Pledgee), Each Pledgor hereby appoints Pledgee the Pledgee (and any officer or agent of the Pledgee with full power of substitution and revocation) the Pledgor's true and lawful attorney-in-fact, with full authority in fact of such Pledgor for the place purpose of carrying out the provisions of this Agreement and stead of the Pledgor and in the name of the Pledgor or otherwise, from time to time in the Pledgee's discretion to take taking any action and to execute executing any instrument which the that Pledgee 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 the foregoing, after the Senior Priority Discharge Date, or as otherwise provided in the Intercreditor Agreement, includingPledgee shall have the right, without limitationupon the occurrence and during the continuance of an Event of Default, (i) with full power of substitution either in Pledgee’s name or in the name of such Pledgor, to receiveask for, demand, xxx for, collect, receive and give acquittance for any and all monies due or to become due under and by virtue of any Pledged Collateral, to endorse checks, drafts, orders and collect all other instruments made for the payment of money payable to the Pledgor representing any dividend, interest payment or dividend or other distribution payable in respect of the Pledged Collateral or any part thereof or on account thereof and to give full discharge for the same, to settle, compromise, prosecute or defend any action, claim or proceeding with respect thereto, and to sell, assign, endorse, pledge, transfer and to make any agreement respecting, or otherwise deal with, the same; and (ii) provided, however, that nothing herein contained shall be construed as requiring or obligating Pledgee to transfer make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by Pledgee, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral on or any part thereof or the books monies due or to become due in respect thereof or any property covered thereby. Pledgee and the other Noteholder Secured Parties shall be accountable only for amounts actually received as a result of the Company, in whole or in part, to the name exercise of the Pledgee powers granted to them herein, and neither they nor their shareholders, officers, directors, employees or such other person or persons as the Pledgee may designate; take possession of an endorse any one or more checks, drafts, bills of exchange, money orders or any other documents received on account of the Pledged Collateral; 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; execute and record or file on behalf of the Pledgor any evidence of a security interest contemplated by this Agreement or any refiling, continuation or extension thereof; take any other action contemplated by this Agreement; and sign, execute, acknowledge, swear to, verify, deliver, file, record and publish any one or more of the foregoing. (b) The powers of attorney which agents shall be granted pursuant responsible to Section 9(a) and all authority thereby conferred shall be granted and conferred solely to protect the Pledgee's interests in the Pledged Collateral and shall not impose any duty upon the attorney-in-fact to exercise such powers. Such powers of attorney shall be irrevocable prior to the performance in full of the Obligations and shall not be terminated prior thereto or affected by Pledgor for any act of the Pledgor or other person or by operation of law, including, but not limited to, the dissolution, death, disability or incompetency of any person, the termination of any trust, or the occurrence of any other event, and if the Pledgor or any other person should be dissolved or die or become disabled or incompetent or any other event should occur before the performance in full of the Obligations and termination of this Agreement, such attorney-in-fact shall nevertheless be fully authorized failure to act under such powers of attorney as if such dissolutionhereunder, death, disability except for their own gross negligence or incompetency or other event had not occurred and regardless of notice thereofwillful misconduct. (c) Each person who shall be a transferee of the beneficial ownership of the Pledged Collateral, by the acceptance of such a transfer, shall be deemed to have irrevocably appointed the Pledgee, with full power of substitution and revocation, such person's true and lawful attorney-in-fact in such person's name and otherwise to do any and all acts permitted to, and to exercise any and all powers herein conferred upon, such attorney-in-fact.

Pledgee Appointed Attorney-in-Fact. (a) If an Event of Default shall occur and be continuing under the Notes (unless such Event of Default is waived by the Pledgee), The Pledgor hereby constitutes and appoints the Pledgee (and any officer or agent as the attorney-in-fact of the Pledgee Pledgor with full power of substitution and revocation) the Pledgor's true and lawful attorney-in-fact, with full authority either in the place and stead of the Pledgor and Pledgee's name or in the name of the Pledgor to do any of the following: (a) to perform any obligation of the Pledgor hereunder in the Pledgor's name or otherwise; (b) to ask for, from time demand, xxx for, collect, receive, receipt and give acceptance for any and all moneys due or to time in become due under and by virtue of any Pledged Collateral; (c) to prepare, execute, file, record or deliver notices, assignments, financing statements, continuation statements, applications for registration or like papers to perfect, preserve or release the Pledgee's discretion security interest in the Pledged Collateral or any of the documents, instruments, certificates and agreements described herein; (d) to verify facts concerning the Pledged Collateral in its own name or a fictitious name; (e) to endorse checks, drafts, orders and other instruments for the payment of money payable to the Pledgor, representing any interest or dividend or other distribution payable in respect of the Pledged Collateral or any part thereof or on account thereof and to give full discharge for the same; (f) to exercise all rights, powers and remedies which the Pledgor would have, but for this Agreement, under the Pledged Collateral; and (g) to carry out the provisions of this Agreement and to take any action and to execute any instrument which the Pledgee may deem necessary or advisable to accomplish the purposes hereof, and to do all acts and things and execute all documents in the name of this Agreementthe Pledgor or otherwise, includingdeemed by the Pledgee as necessary, without limitationproper and convenient in connection with the preservation, (i) perfection or enforcement of its rights hereunder. Nothing herein contained shall be construed as requiring or obligating the Pledgee to receive, endorse and collect all instruments made payable make any commitment or to make any inquiry as to the Pledgor representing nature or sufficiency of any dividendpayment received by it, interest payment or other distribution in to present or file any claim or notice, or to take any action with respect of to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken by the Pledgee or omitted to give full discharge for the same; and (ii) be taken with respect to transfer the Pledged Collateral on the books of the Company, in whole or in part, to the name of the Pledgee or such other person or persons as the Pledgee may designate; take possession of an endorse any one or more checks, drafts, bills of exchange, money orders or any other documents received on account of the Pledged Collateral; collectpart thereof shall give rise to any defense, xxx for and give acquittances for moneys due on account of the foregoing; withdraw any claims, suits, counterclaim or proceedings pertaining to or arising out of the foregoing; execute and record or file on behalf of the Pledgor any evidence of a security interest contemplated by this Agreement or any refiling, continuation or extension thereof; take any other action contemplated by this Agreement; and sign, execute, acknowledge, swear to, verify, deliver, file, record and publish any one or more of the foregoing. (b) The powers of attorney which shall be granted pursuant to Section 9(a) and all authority thereby conferred shall be granted and conferred solely to protect the Pledgee's interests offset in the Pledged Collateral and shall not impose any duty upon the attorney-in-fact to exercise such powers. Such powers of attorney shall be irrevocable prior to the performance in full of the Obligations and shall not be terminated prior thereto or affected by any act favor of the Pledgor or other person to any claim or by operation of law, including, but not limited to, action against the dissolution, death, disability or incompetency of any person, the termination of any trust, or the occurrence of any other event, and if the Pledgor or any other person should be dissolved or die or become disabled or incompetent or any other event should occur before the performance in full of the Obligations and termination of this Agreement, such attorney-in-fact shall nevertheless be fully authorized to act under such powers Pledgee. The power of attorney as if such dissolution, death, disability or incompetency or other event had not occurred granted herein is irrevocable and regardless of notice thereofcoupled with an interest. (c) Each person who shall be a transferee of the beneficial ownership of the Pledged Collateral, by the acceptance of such a transfer, shall be deemed to have irrevocably appointed the Pledgee, with full power of substitution and revocation, such person's true and lawful attorney-in-fact in such person's name and otherwise to do any and all acts permitted to, and to exercise any and all powers herein conferred upon, such attorney-in-fact.

Pledgee Appointed Attorney-in-Fact. (a) If an Event of Default shall occur Pledgor authorizes and be continuing under the Notes (unless such Event of Default is waived by the Pledgee), Pledgor hereby irrevocably appoints the Pledgee (and any officer or agent of the Pledgee with full power of substitution and revocation) the as Pledgor's ’s true and lawful attorney-in-fact, fact with full authority in the place and stead power of the Pledgor and in the name of the Pledgor or otherwise, from time to time in the Pledgee's discretion substitution to take any action and to execute or otherwise authenticate any instrument which the record or other documentation that Pledgee may deem considers necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, (i) to receive, endorse and collect all instruments made payable to the Pledgor representing any dividend, interest payment or other distribution in respect of the Pledged Collateral or any part thereof and to give full discharge for the same; and (ii) to transfer the Pledged Collateral on the books of the Company, in whole or in part, to the name of the Pledgee or such other person or persons as the Pledgee may designate; take possession of an endorse any one or more checks, drafts, bills of exchange, money orders or any other documents received on account of the Pledged Collateral; 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; execute and record or file on behalf of the Pledgor any evidence of a security interest contemplated by this Agreement or any refiling, continuation or extension thereof; take any other action contemplated by this Agreement; and sign, execute, acknowledge, swear to, verify, deliver, file, record and publish any one or more of the foregoing. (b) The powers of attorney which shall be granted pursuant to Section 9(a) and all authority thereby conferred shall be granted and conferred solely to protect the Pledgee's interests in the Pledged Collateral and shall not impose any duty upon the attorney-in-fact to exercise such powers. Such powers of attorney shall be irrevocable prior to the performance in full of the Obligations and shall not be terminated prior thereto or affected by any act of the Pledgor or other person or by operation of law, including, including but not limited to, the dissolutionfollowing actions: (a) following and during the continuance of an Event of Default, deathto endorse, disability receive, accept and collect all checks, drafts, other payment orders and instruments representing or incompetency included in the Collateral or representing any payment, dividend or distribution relating to any Collateral or to take any other action to enforce, collect or compromise any of the Collateral; (b) to transfer any Collateral (including converting physical certificates to book-entry holdings) into the name of Pledgee or its nominee or any broker-dealer (which may be an affiliate of Pledgee) and to execute any control agreement covering any Collateral on Pledgor’s behalf and as attorney-in-fact for Pledgor, in each case, in order to perfect Pledgee’s first priority and continuing security interest in the Collateral and in order to provide Pledgee 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 personletters of credit to comply with any instructions or entitlement orders, the termination of Pledgee without further consent of Pledgor; (c) to participate in any recapitalization, reclassification, reorganization, consolidation, redemption, stock split, merger or liquidation of any trustissuer of securities which constitute Collateral, and in connection therewith Pledgee 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 Secured Obligations or held by Pledgee thereafter as Collateral pursuant to the provisions hereof; (d) to exercise any right, privilege or option pertaining to any Collateral, but Pledgee has no obligation to do so; (e) to file any claims, take any actions or institute any proceedings which Pledgee determines to be necessary or appropriate to collect or preserve the Collateral or to enforce Pledgee’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 Pledgee for compliance with laws, rules or regulations applicable to any Collateral, or the occurrence of in connection with exercising Pledgee’s rights under this Agreement; (g) to file any other eventfinancing statement relating to this Agreement electronically, and if the Pledgor or any other person should be dissolved or die or become disabled or incompetent or any other event should occur before the performance in full Pledgee’s transmission of Pledgor’s signature on and authentication of the Obligations financing statement shall constitute Pledgor’s signature on and termination 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 Pledgee for compliance with any restrictions, such 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 shall survive the death or disability of Pledgor and shall not be revoked without Pledgee’s written consent. To the extent permitted by law, Pledgor hereby ratifies all said attorney-in-fact shall nevertheless be fully authorized to act under such powers of attorney as if such dissolution, death, disability or incompetency or other event had not occurred and regardless of notice thereoflawfully do by virtue hereof. (c) Each person who shall be a transferee of the beneficial ownership of the Pledged Collateral, by the acceptance of such a transfer, shall be deemed to have irrevocably appointed the Pledgee, with full power of substitution and revocation, such person's true and lawful attorney-in-fact in such person's name and otherwise to do any and all acts permitted to, and to exercise any and all powers herein conferred upon, such attorney-in-fact.

Pledgee Appointed Attorney-in-Fact. (a) If an Event of Default shall occur and be continuing under the Notes (unless such Event of Default is waived by the Pledgee), Each Pledgor hereby constitutes and appoints the Pledgee (and any officer or agent as the attorney-in-fact of the Pledgee such Pledgor with full power of substitution and revocation) the Pledgor's true and lawful attorney-in-fact, with full authority either in the place and stead of the Pledgor and Pledgee's name or in the name of such Pledgor to do any of the following: (a) to perform any obligation of such Pledgor hereunder in such Pledgor's name or otherwise; (b) to ask for, from time demand, xxx for, collect, receive, receipt and give acquittance for any and all moneys due or to time in become due under and by virtue of any Collateral; (c) to prepare, execute, file, record or deliver notices, assignments, financing statements, continuation statements, applications for registration or like papers to perfect, preserve or release the Pledgee's discretion to take any action and to execute any instrument which security interest in the Pledgee may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, Collateral; (id) to receiveissue entitlement orders, instructions and other orders to any securities intermediary in connection with any of the Collateral held by or maintained with such securities intermediary; (e) to verify facts concerning the Collateral in such Pledgor's name, its own name or a fictitious name; (f) to endorse checks, drafts, orders and collect all other instruments made for the payment of money payable to the Pledgor such Pledgor, representing any dividend, interest payment or dividend or other distribution payable in respect of the Pledged Collateral or any part thereof or on account thereof and to give full discharge for the same; (g) to exercise all rights, powers and remedies which such Pledgor would have, but for this Agreement, with respect to any of the Collateral; and (iih) to transfer carry out the Pledged Collateral on provisions of this Agreement and to take any action and execute any instrument which the books of Pledgee may deem reasonably necessary or advisable to accomplish the Companypurposes hereof, and to do all acts and things and execute all documents in whole or in part, to the name of such Pledgor or otherwise, reasonably deemed by the Pledgee as necessary, proper and convenient in connection with the preservation, perfection or enforcement of its rights hereunder. Nothing herein contained shall be construed as requiring or obligating the Pledgee to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by it, or to present or file any claim or notice, or 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, and no action taken by the Pledgee or such other person omitted to be taken with respect to the Collateral or persons as any part thereof shall give rise to any defense, counterclaim or offset in favor of any Pledgor or to any claim or action against the Pledgee may designate; take possession of an endorse any one or more checks, drafts, bills of exchange, money orders or any other documents received on account of the Pledged Collateral; 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; execute and record or file on behalf of the Pledgor any evidence of a security interest contemplated by this Agreement or any refiling, continuation or extension thereof; take any other action contemplated by this Agreement; and sign, execute, acknowledge, swear to, verify, deliver, file, record and publish any one or more of the foregoing. (b) except as specifically provided herein. The powers power of attorney which shall be granted pursuant to Section 9(a) herein is irrevocable and all authority thereby conferred shall be granted and conferred solely to protect the Pledgee's interests in the Pledged Collateral and shall not impose any duty upon the attorney-in-fact to exercise such powers. Such powers of attorney shall be irrevocable prior to the performance in full of the Obligations and shall not be terminated prior thereto or affected by any act of the Pledgor or other person or by operation of law, including, but not limited to, the dissolution, death, disability or incompetency of any person, the termination of any trust, or the occurrence of any other event, and if the Pledgor or any other person should be dissolved or die or become disabled or incompetent or any other event should occur before the performance in full of the Obligations and termination of this Agreement, such attorney-in-fact shall nevertheless be fully authorized to act under such powers of attorney as if such dissolution, death, disability or incompetency or other event had not occurred and regardless of notice thereofcoupled with an interest. (c) Each person who shall be a transferee of the beneficial ownership of the Pledged Collateral, by the acceptance of such a transfer, shall be deemed to have irrevocably appointed the Pledgee, with full power of substitution and revocation, such person's true and lawful attorney-in-fact in such person's name and otherwise to do any and all acts permitted to, and to exercise any and all powers herein conferred upon, such attorney-in-fact.

Pledgee Appointed Attorney-in-Fact. (a) If an Event of Default shall occur and be continuing under the Notes (unless such Event of Default is waived by the Pledgee), The Pledgor hereby appoints the Pledgee (Pledgee, and any officer partner or agent of the Pledgee Pledgee, with full power of substitution and revocation) substitution, the Pledgor's true and lawful attorney-in-fact, with full authority in the place and stead of the Pledgor and in the name of the Pledgor or otherwise, ,from time to time in the Pledgee's discretion to take any action and to execute any instrument which the Pledgee reasonably may deem necessary or advisable to accomplish the purposes of this Agreement, includingwhich appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, without limitationthe Pledgee shall have the right, (i) upon the occurrence and during the continuance of a Default, with full power of substitution either in the Pledgee's name or in the name of each such Pledgor, to receiveas for, demand, sue for, collect, receipt xxd give acquittance for any and all moneys due or to become due under and by virtue of any Pledged Collateral, to endorse checks, drafts, orders and collect all other instruments made for the payment of money payable to the such Pledgor representing any interest or dividend, interest payment or other distribution payable in respect of the Pledged Collateral or any part thereof or on account thereof and to give full discharge for the same; and (ii) to transfer the Pledged Collateral on the books of the Company, in whole or in part, to the name of the Pledgee settle, compromise, prosecute or such other person or persons as the Pledgee may designate; take possession of an endorse defend any one or more checksaction, drafts, bills of exchange, money orders or any other documents received on account of the Pledged Collateral; collect, xxx for and give acquittances for moneys due on account of the foregoing; withdraw any claims, suits, claim or proceedings pertaining to or arising out of the foregoing; execute and record or file on behalf of the Pledgor any evidence of a security interest contemplated by this Agreement or any refiling, continuation or extension thereof; take any other action contemplated by this Agreement; and sign, execute, acknowledge, swear to, verify, deliver, file, record and publish any one or more of the foregoing. (b) The powers of attorney which shall be granted pursuant to Section 9(a) and all authority thereby conferred shall be granted and conferred solely to protect the Pledgee's interests in the Pledged Collateral and shall not impose any duty upon the attorney-in-fact to exercise such powers. Such powers of attorney shall be irrevocable prior to the performance in full of the Obligations and shall not be terminated prior thereto or affected by any act of the Pledgor or other person or by operation of law, including, but not limited to, the dissolution, death, disability or incompetency of any person, the termination of any trust, or the occurrence of any other event, and if the Pledgor or any other person should be dissolved or die or become disabled or incompetent or any other event should occur before the performance in full of the Obligations and termination of this Agreement, such attorney-in-fact shall nevertheless be fully authorized to act under such powers of attorney as if such dissolution, death, disability or incompetency or other event had not occurred and regardless of notice thereof. (c) Each person who shall be a transferee of the beneficial ownership of the Pledged Collateral, by the acceptance of such a transfer, shall be deemed to have irrevocably appointed the Pledgee, with full power of substitution and revocation, such person's true and lawful attorney-in-fact in such person's name and otherwise to do any and all acts permitted torespect thereto, and to exercise sell, assign, endorse, pledge, transfer and make any and all powers herein conferred uponagreement respecting, such attorney-in-factor otherwise deal with, the same.

Pledgee Appointed Attorney-in-Fact. (a) If an Event of Default shall occur and be continuing under the Notes (unless such Event of Default is waived by the Pledgee), The Pledgor hereby ---------------------------------- constitutes and appoints the Pledgee (and any officer or agent as the attorney-in-fact of the Pledgee Pledgor with full power of substitution and revocation) the Pledgor's true and lawful attorney-in-fact, with full authority either in the place and stead of the Pledgor and Pledgee's name or in the name of the Pledgor to do any of the following after the occurrence of an Event of Default and for so long as there are unsatisfied Obligations: (a) to perform any obligation of the Pledgor hereunder in the Pledgor's name or otherwise; (b) to ask for, from time demand, xxx for, collect, receive, receipt and give acquittance for any and all moneys due or to time in become due under and by virtue of any (f) to exercise all rights, powers and remedies which the Pledgee's discretion Pledgor would have, but for this Agreement, under the Pledged Collateral; and (g) to carry out the provisions of this Agreement and to take any action and to execute any instrument which the Pledgee may deem necessary or advisable to accomplish the purposes hereof, and to do all acts and things and execute all documents in the name of this Agreementthe Pledgor or otherwise, includingdeemed by the Pledgee as necessary, without limitationproper and convenient in connection with the preservation, (i) perfection or enforcement of its rights hereunder. Nothing herein contained shall be construed as requiring or obligating the Pledgee to receive, endorse and collect all instruments made payable make any commitment or to make any inquiry as to the Pledgor representing nature or sufficiency of any dividendpayment received by it, interest payment or other distribution in to present or file any claim or notice, or to take any action with respect of to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken by the Pledgee or omitted to give full discharge for the same; and (ii) be taken with respect to transfer the Pledged Collateral on the books of the Company, in whole or in part, to the name of the Pledgee or such other person or persons as the Pledgee may designate; take possession of an endorse any one or more checks, drafts, bills of exchange, money orders or any other documents received on account of the Pledged Collateral; collectpart thereof shall give rise to any defense, xxx for and give acquittances for moneys due on account of the foregoing; withdraw any claims, suits, counterclaim or proceedings pertaining to or arising out of the foregoing; execute and record or file on behalf of the Pledgor any evidence of a security interest contemplated by this Agreement or any refiling, continuation or extension thereof; take any other action contemplated by this Agreement; and sign, execute, acknowledge, swear to, verify, deliver, file, record and publish any one or more of the foregoing. (b) The powers of attorney which shall be granted pursuant to Section 9(a) and all authority thereby conferred shall be granted and conferred solely to protect the Pledgee's interests offset in the Pledged Collateral and shall not impose any duty upon the attorney-in-fact to exercise such powers. Such powers of attorney shall be irrevocable prior to the performance in full of the Obligations and shall not be terminated prior thereto or affected by any act favor of the Pledgor or other person to any claim or by operation of law, including, but not limited to, the dissolution, death, disability or incompetency of any person, the termination of any trust, or the occurrence of any other event, and if the Pledgor or any other person should be dissolved or die or become disabled or incompetent or any other event should occur before the performance in full of the Obligations and termination of this Agreement, such attorney-in-fact shall nevertheless be fully authorized to act under such powers of attorney as if such dissolution, death, disability or incompetency or other event had not occurred and regardless of notice thereof. (c) Each person who shall be a transferee of the beneficial ownership of the Pledged Collateral, by the acceptance of such a transfer, shall be deemed to have irrevocably appointed action against the Pledgee, . The power or attorney granted herein is irrevocable and coupled with full power of substitution and revocation, such person's true and lawful attorney-in-fact in such person's name and otherwise to do any and all acts permitted to, and to exercise any and all powers herein conferred upon, such attorney-in-factan interest.