Common use of Power of Attorney Clause in Contracts

Power of Attorney. (a) The Borrower hereby irrevocably appoints the Collateral Agent as its true and lawful attorney (with full power of substitution) in its name, place and stead and at its expense, in connection with the enforcement of the rights and remedies provided for (and subject to the terms and conditions set forth) in this Agreement including without limitation the following powers: (i) to give any necessary receipts or acquittance for amounts collected or received hereunder, (ii) to make all necessary transfers of the Collateral in connection with any such sale or other disposition made pursuant hereto, (iii) to execute and deliver for value all necessary or appropriate bills of sale, assignments and other instruments in connection with any such sale or other disposition, the Borrower hereby ratifying and confirming all that such attorney (or any substitute) shall lawfully do hereunder and pursuant hereto, and (iv) to sign any agreements, orders or other documents in connection with or pursuant to any Transaction Document. Nevertheless, if so requested by the Collateral Agent (at the direction of the Agent), the Borrower shall ratify and confirm any such sale or other disposition by executing and delivering to the Collateral Agent all proper bills of sale, assignments, releases and other instruments as may be designated in any such request. (b) No person to whom this power of attorney is presented as authority for the Collateral Agent to take any action or actions contemplated by clause (a) shall inquire into or seek confirmation from the Borrower as to the authority of the Collateral Agent to take any action described below, or as to the existence of or fulfillment of any condition to the power of attorney described in clause (a), which is intended to grant to the Collateral Agent unconditionally the authority to take and perform the actions contemplated herein, and the Borrower irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity that acts in reliance upon or acknowledges the authority granted under this power of attorney. The power of attorney granted in clause (a) is coupled with an interest and may not be revoked or canceled by the Borrower until all obligations of the Borrower under the Transaction Documents have been paid in full and the Collateral Agent has provided its written consent thereto. (c) Notwithstanding anything to the contrary herein, the power of attorney granted pursuant to this Section 13.10 shall only be effective after the occurrence of an Event of Default.

Power of Attorney. (a) Except as otherwise expressly provided in this OPERATING AGREEMENT, the power to direct the management, operation and policies of the Company shall be vested in the MANAGING MEMBER until the time that a BOARD OF DIRECTORS is established. The Borrower hereby irrevocably appoints MANAGING MEMBER or BOARD OF DIRECTORS shall have the Collateral Agent power to delegate any or all of its rights and powers to manage and control the business and affairs of the COMPANY to such officers, employees, AFFILIATES, agents and representatives of the MANAGING MEMBER or BOARD OF DIRECTORS or the COMPANY as it may deem appropriate. The MANAGING MEMBER or BOARD OF DIRECTORS and its true officers and lawful attorney (directors shall constitute "managers" within the meaning of the DELAWARE ACT. Except as otherwise specifically provided in this OPERATING AGREEMENT, no Shareholder, by virtue of its status as such, shall have any management power over the business and affairs of the COMPANY or actual or apparent authority to enter into, execute or deliver contracts on behalf of, or to otherwise bind, the COMPANY. Except as otherwise specifically provided in this OPERATING AGREEMENT, the authority and functions of the MANAGING MEMBER or BOARD OF DIRECTORS with respect to the management of the business of the COMPANY, on the one hand, and its officers and agents, on the other hand, shall be identical to the authority and functions of the board of directors and officers of a corporation organized under the DGCL. In addition to the powers that now or hereafter can be granted to the MANAGING MEMBER under the DELAWARE ACT and to all other powers granted under any other provision of this OPERATING AGREEMENT, the MANAGING MEMBER shall have full power of substitution) in and authority to do, and to direct its name, place officers and stead agents to do all things and at its expense, in connection with the enforcement of the rights and remedies provided for (and subject on such terms as it determines to the terms and conditions set forth) in this Agreement including without limitation the following powers: (i) to give any necessary receipts or acquittance for amounts collected or received hereunder, (ii) to make all necessary transfers of the Collateral in connection with any such sale or other disposition made pursuant hereto, (iii) to execute and deliver for value all be necessary or appropriate bills to conduct the business of salethe COMPANY, assignments to exercise all powers set forth in Section 2.6 of this OPERATING AGREEMENT and other instruments to effectuate the purposes set forth in connection Section 2.4 of this OPERATING AGREEMENT until the time that a BOARD OF DIRECTORS is established, at which time these duties and responsibilities will rest solely with the BOARD OF DIRECTORS. Without in any such sale or other dispositionway limiting the foregoing, the Borrower hereby ratifying and confirming all that such attorney (or any substitute) shall lawfully do hereunder and pursuant heretoMANAGING MEMBER, and (iv) to sign any agreementseventually the BOARD OF DIRECTORS, orders shall, either directly or other documents in connection with by engaging its officers, AFFILIATES, agents or pursuant to any Transaction Document. Neverthelessthird parties, if so requested by the Collateral Agent (at the direction of the Agent), the Borrower shall ratify and confirm any such sale or other disposition by executing and delivering to the Collateral Agent all proper bills of sale, assignments, releases and other instruments as may be designated in any such request. (b) No person to whom this power of attorney is presented as authority for the Collateral Agent to take any action or actions contemplated by clause (a) shall inquire into or seek confirmation from the Borrower as to the authority of the Collateral Agent to take any action described below, or as to the existence of or fulfillment of any condition to the power of attorney described in clause (a), which is intended to grant to the Collateral Agent unconditionally the authority to take and perform the actions contemplated herein, and the Borrower irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity that acts in reliance upon or acknowledges the authority granted under this power of attorney. The power of attorney granted in clause (a) is coupled with an interest and may not be revoked or canceled by the Borrower until all obligations of the Borrower under the Transaction Documents have been paid in full and the Collateral Agent has provided its written consent thereto. (c) Notwithstanding anything to the contrary herein, the power of attorney granted pursuant to this Section 13.10 shall only be effective after the occurrence of an Event of Default.following duties:

Power of Attorney. (a) The Borrower hereby irrevocably appoints the Collateral Agent as its true and lawful attorney (with full power of substitution) in its name, place and stead and at its expense, in connection with the enforcement of the In addition to Master Tenant’s other rights and remedies provided for (and subject to the terms and conditions set forth) in this Agreement including without limitation the following powers: (i) to give any necessary receipts remedies, whether hereunder or acquittance for amounts collected or received hereunder, (ii) to make all necessary transfers of the Collateral in connection with any such sale or other disposition made pursuant hereto, (iii) to execute and deliver for value all necessary or appropriate bills of sale, assignments and other instruments in connection with any such sale or other disposition, the Borrower hereby ratifying and confirming all that such attorney (or any substitute) shall lawfully do hereunder and pursuant hereto, and (iv) to sign any agreements, orders or other documents in connection with or pursuant to any Transaction Document. Nevertheless, if so requested by the Collateral Agent (at the direction of the Agent), the Borrower shall ratify and confirm any such sale or other disposition by executing and delivering to the Collateral Agent all proper bills of sale, assignments, releases and other instruments as may be designated in any such request. (b) No person to whom this power of attorney is presented as authority for the Collateral Agent to take any action or actions contemplated by clause (a) shall inquire into or seek confirmation from the Borrower as to the authority of the Collateral Agent to take any action described below, or as to the existence of or fulfillment of any condition to the power of attorney described in clause (a), which is intended to grant to the Collateral Agent unconditionally the authority to take and perform the actions contemplated herein, and the Borrower irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity that acts in reliance upon or acknowledges Master Tenant shall have the authority granted under this power of attorneyright, but not the obligation, to exercise the rights as attorney‑in‑fact as provided below. The power of attorney granted in clause Landlord hereby constitutes and appoints (a) which appointment is coupled with an interest and is therefore irrevocable) Master Tenant as Landlord’s true and lawful attorney in fact, with full power of substitution, and hereby empowers Master Tenant, acting as Landlord’s attorney in fact, at any time after the Effective Date, as follows: (i) to use any funds due to Landlord, including any balance which may not be revoked or canceled by the Borrower until all obligations of the Borrower unadvanced under the Transaction Documents have been paid Fee Loan Documents, and in full any other escrow held by Fee Mortgagee for benefit of Landlord; (ii) to continue and perform any of Landlord’s rights or obligations under the Approved Sublease and the Collateral Agent has provided its written consent thereto. Fee Loan Documents including renegotiating, amending and modifying the terms thereof; (ciii) Notwithstanding anything to employ such contractors, subcontractors, agents, design professionals, and inspectors as shall be necessary or desirable for said purposes; (iv) to pay, settle, or compromise all existing bills and claims which are or may be liens against the Premises; (v) to execute all the applications and certificates in the name of Landlord which may be required by any governmental authority; (vi) to do any and every act with respect to the contrary herein, Premises which Landlord could do in Landlord’s own behalf; and (vii) to prosecute and defend all actions or proceedings in connection with the Premises and to take such action and require such performance as is deemed necessary or desirable. The power of attorney granted pursuant to under this Section 13.10 shall only terminate upon the termination of the Lease in full or upon foreclosure of the Fee Loan Documents. Master Tenant shall incur no liability if any action taken by it as attorney‑in‑fact as permitted above shall prove to be effective after the occurrence inadequate, invalid, or poor judgment, so long as Master Tenant did not act with willful misconduct. SUBJECT TO SECTION 12.1, LANDLORD AGREES TO INDEMNIFY AND HOLD TENANT HARMLESS FROM AND AGAINST ANY LOSS, COST, LIABILITY, OR EXPENSE (INCLUDING BUT NOT LIMITED TO REASONABLE ATTORNEYS’ FEES) INCURRED IN CONNECTION WITH ANY SUCH ACTION (EXCLUDING TENANT’S WILLFUL MISCONDUCT). THE FOREGOING INDEMNITY SHALL APPLY WITH RESPECT TO MATTERS WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OR GROSS NEGLIGENCE (WHETHER SOLE, COMPARATIVE, OR CONTRIBUTORY) OF TENANT, BUT SHALL NOT APPLY TO MATTERS TO THE EXTENT SUCH MATTERS ARE CAUSED BY OR ARISE OUT OF THE WILLFUL MISCONDUCT OF TENANT. All rights and remedies of an Event of DefaultMaster Tenant are cumulative.

Power of Attorney. (a) The Borrower In addition to all of the powers granted to the Lender hereunder, the Company hereby irrevocably designates and appoints the Collateral Agent Lender (and all persons designated by the Lender) as its the Company’s true and lawful attorney attorney-in-fact, and authorizes the Lender (with full power of substitution) and its designees), in its the Company’s or the Lender’s name, place to, at any time an Event of Default exists or has occurred and stead and at its expense, in connection with the enforcement of the rights and remedies provided for (and subject to the terms and conditions set forth) in this Agreement including without limitation the following powers: is continuing (i) to give any necessary receipts demand payment on receivables or acquittance for amounts collected or received hereunderother Collateral, (ii) to make all necessary transfers enforce payment of the Collateral in connection with any such sale receivables by legal proceedings or other disposition made pursuant heretootherwise, (iii) exercise all of the Company’s rights and remedies to execute and deliver for value all necessary or appropriate bills of sale, assignments and other instruments in connection with collect any such sale receivable or other dispositionCollateral, the Borrower hereby ratifying and confirming all that such attorney (or any substitute) shall lawfully do hereunder and pursuant hereto, and (iv) to sign sell or assign any agreements, orders receivable or other documents Collateral upon such terms, for such amount and at such time or times as the Lender deems advisable, (v) settle, adjust, compromise, extend or renew any receivable, (vi) discharge and release any receivable, (vii) prepare, file and sign the Company’s name on any proof of claim in connection with bankruptcy or pursuant other similar document against an account debtor or other obligor in respect of any receivables or other Collateral, (viii) notify the post office authorities to any Transaction Document. Nevertheless, if so requested change the address for delivery of remittances from account debtors or other obligors in respect of receivables or other proceeds of Collateral to an address designated by the Collateral Agent (at the direction Lender, and open and dispose of the Agent), the Borrower shall ratify and confirm any such sale or other disposition by executing and delivering all mail addressed to the Collateral Agent Company and handle and store all proper bills of salemail relating to the Collateral; (ix) make any payment or take any action necessary or desirable to protect or preserve any Collateral; and (x) do all acts and things which are necessary, assignmentsin the Lender’s determination, to fulfill the Company’s Obligations under this Agreement and the other Loan Documents. The Company hereby releases the Lender and other instruments as may be designated in each Lender and their respective officers, employees and designees from any such request. (b) No person to whom liabilities arising from any act or acts under this power of attorney is presented and in furtherance thereof, whether of omission or commission, except as a result of the Lender’s or any of its officer’s, employee’s or designee’s own gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction. The Lender’s authority hereunder shall include, without limitation, the authority to execute and give receipt for the any certificate of ownership or any document, to transfer title to any item of Collateral Agent and to take any action other actions arising from or actions contemplated by clause (a) shall inquire into or seek confirmation from the Borrower as incident to the authority of the Collateral Agent to take any action described below, or as powers granted to the existence of or fulfillment of any condition to the Lender under this Agreement. This power of attorney described in clause (a), which is intended to grant to the Collateral Agent unconditionally the authority to take and perform the actions contemplated herein, and the Borrower irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity that acts in reliance upon or acknowledges the authority granted under this power of attorney. The power of attorney granted in clause (a) is coupled with an interest and may not be revoked or canceled by is irrevocable until the Borrower until all obligations of the Borrower under the Transaction Documents have been paid Obligations are repaid in full and the Collateral Agent has provided its written consent theretofull. (c) Notwithstanding anything to the contrary herein, the power of attorney granted pursuant to this Section 13.10 shall only be effective after the occurrence of an Event of Default.

Power of Attorney. (a) The Borrower In connection with the Authorized Participant’s acceptance of an interest a Fund, the Authorized Participant does hereby irrevocably appoints constitute and appoint the Collateral Agent Managing Owner, and its successors and assigns, as its true and lawful attorney (Attorney-in-Fact, with full power of substitution) , in its name, place and stead and at its expensestead, in connection the execution, acknowledgment, filing and publishing of Trust or Fund documents, including, but not limited to, the following: (i) any certificates and other instruments, including but not limited to, any applications for authority to do business and amendments thereto, which the Managing Owner deems appropriate to qualify or continue the Trust as a business or statutory trust in the jurisdictions in which the Trust may conduct business, so long as such qualifications and continuations are in accordance with the enforcement terms of the rights Fifth Amended and remedies Restated Declaration of Trust and Trust Agreement of the Trust, as amended from time to time (the “Trust Agreement”), or which may be required to be filed by the Trust, a Fund or the Shareholders of a Fund under the laws of any jurisdiction; (ii) any instrument which may be required to be filed by the Trust under the laws of any state or by any governmental agency, or which the Managing Owner deems advisable to file; and (iii) the Trust Agreement and any documents which may be required to effect an amendment to the Trust Agreement approved under the terms of the Trust Agreement, and the continuation of the Trust, the admission of the signer of the Power of Attorney as a Limited Owner of a Fund or of others as additional or substituted Limited Owners, or the termination of the Trust, provided for (such continuation, admission or termination is in accordance with the terms of the Trust Agreement. The Power of Attorney granted hereby shall be deemed to be coupled with an interest and shall be irrevocable and shall survive, and shall not be affected by, the Authorized Participant’s subsequent insolvency or dissolution or any delivery by the Authorized Participant of an assignment of the whole or any portion of the Authorized Participant’s Shares. EXHIBIT C INVESCO DB MULTI-SECTOR COMMODITY TRUST FORM OF REDEMPTION ORDER Authorized Participant: Date: Name of Fund: Invesco DB ________________ Fund Confirmation Number: Number of Shares to be Redeemed: All Redemption Orders are subject to the terms and conditions set forth) in this Agreement including without limitation the following powers: (i) to give any necessary receipts or acquittance for amounts collected or received hereunder, (ii) to make all necessary transfers of the Collateral Fifth Amended and Restated Declaration of Trust and Trust Agreement of Invesco DB Multi-Sector Commodity Trust (the “Trust”) as currently in connection with any such sale or other disposition made pursuant hereto, (iii) to execute effect and deliver for value all necessary or appropriate bills of sale, assignments and other instruments in connection with any such sale or other dispositionthe Invesco DB Multi-Sector Commodity Trust Participant Agreement among the Authorized Participant, the Borrower hereby ratifying and confirming all that such attorney (or any substitute) shall lawfully do hereunder and pursuant heretoTrust with respect to the Fund, and (iv) to sign any agreementsamong others, orders or other documents in connection with or pursuant to any Transaction Document. Nevertheless, if so requested by the Collateral Agent (at the direction each a series of the AgentTrust (the “Fund”), the Borrower shall ratify and confirm any such sale or other disposition by executing and delivering to the Collateral Agent all proper bills of sale, assignments, releases and other instruments as may be designated in any such request. (b) No person to whom this power of attorney is presented as authority for the Collateral Agent to take any action or actions contemplated by clause (a) shall inquire into or seek confirmation from the Borrower as to the authority of the Collateral Agent to take any action described below, or as to the existence of or fulfillment of any condition to the power of attorney described in clause (a), which is intended to grant to the Collateral Agent unconditionally the authority to take and perform the actions contemplated herein, and the Borrower irrevocably waives any right to commence any suit or action, Managing Owner named therein (the “Participant Agreement”). All representations and warranties of the Authorized Participant set forth in law or equity, against any person or entity that acts in reliance upon or acknowledges the authority granted under this power of attorneysuch Participant Agreement are incorporated herein by reference. The power of attorney granted undersigned understands that its DTC account will be charged the Transaction Fee as set forth in clause (a) is coupled with an interest and may not be revoked or canceled by the Borrower until all obligations currently effective copy of the Borrower applicable Prospectuses including an additional fee as provided under Section 4 of the Participant Agreement if the Redemption Order is held open. The undersigned does hereby certify as of the date set forth below that he/she is an Authorized Person under the Transaction Documents have been paid in full Participant Agreement and that he/she is authorized to deliver this Redemption Order to the Managing Owner on behalf of the Authorized Participant. [NAME OF AUTHORIZED PARTICIPANT] Date: By: Name: Title: FORM OF INVESCO DB MULTI-SECTOR COMMODITY TRUST PARTICIPANT AGREEMENT ATTACHMENT A INVESCO DB MULTI-SECTOR COMMODITY TRUST PROCEDURES This Attachment A to the Participant Agreement (the “Participant Agreement”) supplements the Participant Agreement, the applicable Prospectuses and the Collateral Agent has provided its written consent thereto. Trust Agreement (cas defined below) Notwithstanding anything with respect to the contrary hereinprocedures (the “Procedures”) to be used in processing (1) a creation order for the creation of one or more Baskets (as defined below) (“Creation Order”) of Shares of Invesco DB Energy Fund, Invesco DB Oil Fund, Invesco DB Precious Metals Fund, Invesco DB Gold Fund, Invesco DB Silver Fund, Invesco DB Base Metals Fund, and Invesco DB Agriculture Fund (each, a “Fund,” collectively, the power “Funds”) and a (2) redemption order for the redemption of attorney granted pursuant one or more Baskets (as defined below) (“Redemption Order”) of Shares of the Funds. Shares may be created or redeemed only in blocks of 200,000 Shares (each such block, a “Basket”) for each Fund. Each Fund is a separate series of Invesco DB Multi-Sector Commodity Trust, a Delaware statutory trust (the “Trust”). Capitalized terms used in these Procedures without further definition have the meanings assigned to this Section 13.10 shall only be effective after them in the occurrence Fifth Amended and Restated Declaration of an Event Trust and Trust Agreement of Defaultthe Trust (the “Trust Agreement”), dated as of February 23, 2015, and as amended from time-to-time, between Wilmington Trust Company, as trustee of the Trust (the “Trustee”) and Invesco Capital Management LLC, as managing owner (the “Managing Owner”) or the Participant Agreement.

Power of Attorney. (a) 6.1 The Borrower Guarantor hereby by way of security irrevocably appoints the Collateral Agent as Sponsor to be its true and lawful attorney (with full power of substitutionto appoint substitute attorneys and to revoke the appointment thereof at any time) and in its name, place on its behalf and stead as its act and at its expensedeed to execute, deliver and perfect all documents (including, without limitation, the documents referred to in Clause 5.2) and do all things that the Sponsor may consider to be requisite for (a) carrying out any obligation imposed on the Guarantor under this Agreement in connection with the enforcement purchase of the Residual Partnership Interest contemplated herein or (b) exercising any of the rights and remedies provided for (and subject to conferred on the terms and conditions set forth) in Sponsor by this Agreement including without limitation the following powers: (i) or by law. The Guarantor hereby ratifies and confirms and agrees to give any necessary receipts or acquittance for amounts collected or received hereunder, (ii) to make all necessary transfers of the Collateral in connection with any such sale or other disposition made pursuant hereto, (iii) to execute and deliver for value all necessary or appropriate bills of sale, assignments and other instruments in connection with any such sale or other disposition, the Borrower hereby ratifying and confirming all that such attorney (or any substitute) shall lawfully do hereunder and pursuant hereto, and (iv) to sign any agreements, orders or other documents in connection with or pursuant to any Transaction Document. Nevertheless, if so requested by the Collateral Agent (at the direction of the Agent), the Borrower shall ratify and confirm any such sale or other disposition all things done and all documents executed by executing and delivering to the Collateral Agent all proper bills Sponsor in the exercise of sale, assignments, releases and other instruments as may be designated in any such request. (b) No person to whom this power of attorney is presented provided always that this power of attorney shall only be exercisable by the Sponsor if the Guarantor shall have failed to perform its obligations hereunder in a timely manner. 6.2 The Sponsor hereby by way of security irrevocably appoints the Guarantor to be its true and lawful attorney (with full power to appoint substitute attorneys and to revoke the appointment thereof at any time) and in its name, on its behalf and as authority its act and deed to execute, deliver and perfect all documents and do all things that the Guarantor may consider to be requisite for the Collateral Agent to take any action or actions contemplated by clause (a) shall inquire into or seek confirmation from carrying out any obligation imposed on the Borrower as to Sponsor under this Agreement in connection with the authority purchase of the Collateral Agent Residual Partnership Interest and/or the Option Interest contemplated herein or (b) exercising any of the rights conferred on the Guarantor by this Agreement or by law. The Sponsor hereby ratifies and confirms and agrees to take any action described below, or as to ratify and confirm all things done and all documents executed by the existence Guarantor in the exercise of or fulfillment of any condition to the this power of attorney described in clause (a), which is intended to grant to the Collateral Agent unconditionally the authority to take and perform the actions contemplated herein, and the Borrower irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity provided always that acts in reliance upon or acknowledges the authority granted under this power of attorney. The power of attorney granted in clause (a) is coupled with an interest and may not be revoked or canceled by the Borrower until all obligations of the Borrower under the Transaction Documents have been paid in full and the Collateral Agent has provided its written consent thereto. (c) Notwithstanding anything to the contrary herein, the power of attorney granted pursuant to this Section 13.10 shall only be effective after exercisable by the occurrence of an Event of DefaultGuarantor if the Sponsor shall have failed to perform its obligations hereunder in a timely manner.

Power of Attorney. (a) The Each of the Borrower and the Servicer hereby irrevocably appoints the Collateral Agent as its true and lawful attorney (with full power of substitution) in its name, place and stead and at its expense, in connection with the enforcement of the rights and remedies provided for (and subject to the terms and conditions set forth) in this Agreement including without limitation the following powers: (i) to give any necessary receipts or acquittance for amounts collected or received hereunder, (ii) to make all necessary transfers of the Collateral in connection with any such sale or other disposition made pursuant hereto, (iii) to execute and deliver for value all necessary or appropriate bills of sale, assignments and other instruments in connection with any such sale or other disposition, the Borrower and the Servicer hereby ratifying and confirming all that such attorney (or any substitute) shall lawfully do hereunder and pursuant hereto, and (iv) to sign any agreements, orders or other documents in connection with or pursuant to any Transaction Document. Nevertheless, if so requested by the Collateral Agent (at the direction of the Agent), the Borrower shall ratify and confirm any such sale or other disposition by executing and delivering to the Collateral Agent all proper bills of sale, assignments, releases and other instruments as may be designated in any such request. (b) No person to whom this power of attorney is presented as authority for the Collateral Agent to take any action or actions contemplated by clause (a) shall inquire into or seek confirmation from the Borrower or the Servicer as to the authority of the Collateral Agent to take any action described below, or as to the existence of or fulfillment of any condition to the power of attorney described in clause (a), which is intended to grant to the Collateral Agent unconditionally the authority to take and perform the actions contemplated herein, and each of the Borrower and the Servicer irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity that acts in reliance upon or acknowledges the authority granted under this power of attorney. The power of attorney granted in clause (a) is coupled with an interest and may not be revoked or canceled by the Borrower or the Servicer until all obligations of each of the Borrower and the Servicer under the Transaction Documents have been paid in full and the Collateral Agent has provided its written consent thereto. (c) Notwithstanding anything to the contrary herein, the power of attorney granted pursuant to this Section 13.10 shall only be effective after the occurrence of an Event of Default.

Power of Attorney. (a) The Borrower 12.1 Each of the Pledgors hereby irrevocably and unconditionally appoints and authorises the Collateral Agent Pledgee by way of security, who declares to have an interest in this mandate and accepts the same as part of its security, as its true and lawful attorney (with full power of substitution) and in its namename or otherwise on its behalf to sign, place seal, execute, deliver, perfect and stead do all agreements, instruments, acts and at its expense, in connection with things which may be required or which the enforcement Pledgee shall reasonably think proper or expedient for carrying out any obligations imposed on any of the rights Pledgors hereunder or for exercising and remedies provided giving effect to any of the powers hereby conferred or for (and subject giving to the terms Pledgee and conditions set forth) in this Agreement including without limitation the following powers: (i) to give any necessary receipts or acquittance for amounts collected or received hereunder, (ii) to make all necessary transfers Secured Parties the full benefit of the Collateral in connection with security constituted hereunder and so that the appointments hereby made shall operate to confer on the Pledgee authority to do on behalf of any such sale or other disposition made pursuant hereto, (iii) to execute and deliver for value all necessary or appropriate bills of sale, assignments and other instruments in connection with any such sale or other disposition, the Borrower hereby ratifying and confirming all that such attorney (or any substitute) shall Pledgors anything which the Pledgor can lawfully do hereunder and pursuant hereto, and (iv) to sign any agreements, orders or other documents in connection with or pursuant to any Transaction Documentby an attorney. Nevertheless, if so requested by the Collateral Agent (at the direction Each of the Agent), the Borrower shall Pledgors ratifies and confirms and agrees to ratify and confirm any agreement, instrument, act or thing which such sale attorney or other disposition substitute may execute or do on its behalf. This is an irrevocable mandate granted by executing and delivering to the Collateral Agent all proper bills way of sale, assignments, releases and other instruments as may be designated security in any such request. (bterms of Article 1887(1) No person to whom this power of attorney is presented as authority for the Collateral Agent to take any action or actions contemplated by clause (a) shall inquire into or seek confirmation from the Borrower as to the authority of the Collateral Agent to take any action described belowCivil Code. Where applicable, or as to the existence of or fulfillment of any condition to Pledgee also reserves the power of attorney described in clause (a), which is intended to grant to the Collateral Agent unconditionally the authority to take and perform the actions contemplated herein, and the Borrower irrevocably waives any right to commence register such mandate or any suit or action, in law or equity, against any person or entity that acts in reliance upon or acknowledges the authority other mandate by way of security granted under this power Agreement in a public register. 12.2 Without prejudice to any other authorisations given under any other provision of attorney. The power of attorney granted in clause (a) this Agreement, it is coupled with an interest and may not be revoked or canceled agreed by the Borrower until all obligations of Pledgee and Pledgors that the Borrower under the Transaction Documents have been paid in full and the Collateral Agent has provided its written consent thereto. (c) Notwithstanding anything to the contrary herein, the power of attorney powers granted pursuant to by this Section 13.10 clause shall only be effective exercised after the occurrence service of an Event a Notice of DefaultDefault or a breach by any of the Pledgors of any of its obligations hereunder has taken place.

Power of Attorney. (a) The Borrower Collateral Agent is hereby irrevocably appoints appointed the Collateral Agent as its true and lawful attorney (of the Pledgor with full power of substitution) and authority, in its name, place the name and stead and at its expense, in connection with the enforcement of the rights and remedies provided for (and subject Pledgor, to do all of the terms and conditions set forth) in this Agreement including without limitation the following powersfollowing: (i) to give upon any necessary receipts delivery or acquittance sale of all or any part of any Collateral made either under the power of delivery or sale given hereunder or under judgment or decree in any judicial proceedings for amounts collected foreclosure or received hereunderotherwise for the enforcement of this Collateral Agreement, (ii) to make all necessary transfers deeds, bills of sale and instruments of assignment, transfer or conveyance of the property thus delivered or sold; (ii) if an Event of Default shall have occurred and be continuing, upon the occurrence of an Adjustment Event while any shares of Common Stock are Pledged Items, to take any necessary actions with respect to such shares of Common Stock to cause the Pledged Items to conform to the requirements of this Agreement following the occurrence of the Adjustment Event, including, without limitation, the tender of shares of Common Stock and the sale of property (other than Reported Securities) received in respect of Common Stock. The grant of the foregoing power of attorney shall not be deemed to be a grant of a power of attorney to vote or grant proxies with respect to any shares of Common Stock, except as provided in Section 7(b). For such purposes the Collateral in connection with any such sale or other disposition made pursuant hereto, (iii) to Agent may execute and deliver for value all necessary or appropriate bills documents and instruments. This power of saleattorney shall be deemed coupled with an interest, assignments and other instruments in connection with any such sale or other disposition, the Borrower Pledgor hereby ratifying ratifies and confirming confirms all that its attorneys acting under such attorney (power, or any substitute) such attorneys' successors or agents, shall lawfully do hereunder and pursuant hereto, and (iv) to sign any agreements, orders or other documents in connection with or pursuant to any Transaction Documentso by virtue of this Collateral Agreement. Nevertheless, if If so requested by the Collateral Agent (at Agent, by the direction Trustees or by any purchaser of the Agent)Collateral or a portion thereof, the Borrower Pledgor shall further ratify and confirm any such delivery or sale or other disposition by executing and delivering to the Collateral Agent Agent, to the Trustees or to such purchaser or purchasers at the expense of the Pledgor all proper deeds, bills of sale, assignmentsinstruments of assignment, conveyance of transfer and releases and other instruments as may be designated in any such request. (b) No person to whom this power . The Pledgor's obligations and authorizations hereunder shall not be terminated by operation of attorney is presented as authority for the Collateral Agent to take any action or actions contemplated by clause (a) shall inquire into or seek confirmation from the Borrower as to the authority of the Collateral Agent to take any action described below, or as to the existence of or fulfillment of any condition to the power of attorney described in clause (a), which is intended to grant to the Collateral Agent unconditionally the authority to take and perform the actions contemplated herein, and the Borrower irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity that acts in reliance upon or acknowledges the authority granted under this power of attorney. The power of attorney granted in clause (a) is coupled with an interest and may not be revoked or canceled by the Borrower until all obligations of the Borrower under the Transaction Documents have been paid in full and the Collateral Agent has provided its written consent thereto. (c) Notwithstanding anything to the contrary herein, the power of attorney granted pursuant to this Section 13.10 shall only be effective after the occurrence of an Event any event whatsoever, including the death or disability of Defaultthe Pledgor, or the occurrence of any other event.

Power of Attorney. (a) The Borrower Pledgor hereby absolutely and irrevocably constitutes and appoints the Collateral Agent Pledgee for the benefit of the Pledgee and the Bank Product Providers as its Pledgor's true and lawful attorney (agent and attorney-in-fact with full power of substitution) in its name, place and stead and at its expense, in connection with the enforcement name of Pledgor upon the rights occurrence and remedies provided for (and subject to during the terms and conditions set forth) in this Agreement including without limitation the following powerscontinuance of an Event of Default: (i) to give any necessary receipts or acquittance for amounts collected or received hereunder, (ii) to make all necessary transfers of the Collateral in connection with any such sale or other disposition made pursuant hereto, (iiia) to execute and deliver for value do all such assurances, acts and things which the Pledgor ought to do but has failed to do under the covenants and provisions contained in this Agreement; (b) to take any and all such action as the Pledgee or any of its sub-agents, nominees or attorneys may, in its or their commercially reasonable discretion, reasonably determine as necessary or appropriate bills advisable for the purpose of sale, assignments and other instruments in connection with any such sale maintaining preserving or other disposition, protecting the Borrower hereby ratifying and confirming all that such attorney (security constituted by this Agreement or any substituteof the rights, remedies, powers or privileges of the Pledgee under this Agreement; and (c) shall lawfully do hereunder generally, in the name of the Pledgor, exercise all or any of the powers, authorities, and discretions conferred on or reserved to the Pledgee by or pursuant heretoto this Agreement, and (ivwithout prejudice to the generality of any of the foregoing) to sign deliver or otherwise perfect any agreementsdeed, orders assurance, agreement, instrument or other documents act as the Pledgee may deem proper in connection with or pursuant for the purpose of exercising any of such powers, authorities or discretions. The Pledgor hereby ratifies and confirms, and hereby agrees to ratify and confirm, whatever lawful acts the Pledgee or any Transaction Document. Nevertheless, if so requested by the Collateral Agent (at the direction of the Agent), Pledgee's sub-agents or attorneys shall do or purport to do in the Borrower shall ratify and confirm any such sale or other disposition by executing and delivering to the Collateral Agent all proper bills exercise of sale, assignments, releases and other instruments as may be designated in any such request. (b) No person to whom this power of attorney is presented as authority for the Collateral Agent to take any action or actions contemplated by clause (a) shall inquire into or seek confirmation from the Borrower as to the authority of the Collateral Agent to take any action described below, or as to the existence of or fulfillment of any condition to the power of attorney described in clause (a)granted to the Pledgee pursuant to this Section, which is intended to grant to the Collateral Agent unconditionally the authority to take and perform the actions contemplated herein, and the Borrower irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity that acts in reliance upon or acknowledges the authority granted under this power of attorney. The power of attorney granted in clause (a) is , being coupled with an interest and may not be revoked or canceled by given for security, is irrevocable; provided, however, that the Borrower until all obligations Pledgor neither ratifies nor confirms any acts of the Borrower under Pledgee or any of the Transaction Documents have been paid Pledgee's sub-agents or attorneys do in full and the Collateral Agent has provided its written consent thereto. (c) Notwithstanding anything to the contrary herein, the exercise of this power of attorney granted pursuant to this Section 13.10 shall only be effective after if such acts constitute the occurrence gross negligence or willful misconduct of an Event of Defaultsuch Person.

Power of Attorney. (a) The Borrower Each of the Conduit and the Conduit Administrator hereby irrevocably appoints grants to the Collateral Agent as its true and lawful attorney (with full Department an irrevocable power of substitution) in its nameattorney, place and stead and at its expensewhich power of attorney is coupled with an interest, in connection with authorizing the enforcement of the rights and remedies provided for (and subject Department to the terms and conditions set forth) in this Agreement including without limitation take the following powers: actions as it determines necessary to enforce a Loan sold under this Agreement: (i) to give individually endorse or cause to be individually endorsed in the name of the Conduit or the Conduit Administrator any necessary receipts or acquittance for amounts collected or received hereunder, Loan (with respect to Loans that are not evidenced by electronic Promissory Notes), (ii) to make all necessary transfers evidence the transfer of such Loan to the Collateral Department, (iii) if the original Promissory Note evidencing a Loan sold to the Department hereunder executed by the Borrower has not been previously delivered to the Department, to the extent needed in connection with an enforcement proceeding with respect to such Loan, (A) to cause to be transferred physical possession from the Conduit Administrator or the Conduit to the Department any original Promissory Note and related Loan Documents, or (B) if (i) such sale Loan was made on the basis of a copy of the Promissory Note executed by the Borrower or (ii) the original Promissory Note is otherwise unavailable for transfer, to obtain confirmation from the related Seller of that fact and of the entity in possession of the original Promissory Note executed by the Borrower; provided that, if the Department notifies the Conduit Administrator of its intention to exercise its rights under clause (B)(ii) above, the Conduit Administrator and the Conduit shall attempt in good faith to obtain (or shall cause the related Seller to obtain) from the applicable entity the related original Promissory Note executed by the Borrower, and (iv) to perform all other acts which the Department deems appropriate to protect, preserve and realize upon the Loans sold hereunder, including, but not limited to, the right to take possession of and endorse and collect any checks, drafts, notes, acceptances or other disposition made pursuant heretoinstruments for the payment of moneys due with respect to any Promissory Note, (iii) to complete blanks in documents, transfer servicing and execute and deliver for value all necessary or appropriate bills of sale, assignments and other instruments in connection with any such sale or other disposition, the Borrower hereby ratifying and confirming all that such attorney (or any substitute) shall lawfully do hereunder and pursuant hereto, and (iv) to sign any agreements, orders or other documents in connection with or pursuant to any Transaction Document. Nevertheless, if so requested by the Collateral Agent (at the direction on behalf of the Agent), Conduit or the Borrower shall ratify and confirm any such sale or other disposition by executing and delivering to the Collateral Agent all proper bills of sale, assignments, releases and other instruments Conduit Administrator as may be designated its attorney in any such requestfact. (b) No person to whom this power of attorney is presented as authority for the Collateral Agent to take any action or actions contemplated by clause (a) shall inquire into or seek confirmation from the Borrower as to the authority of the Collateral Agent to take any action described below, or as to the existence of or fulfillment of any condition to the power of attorney described in clause (a), which is intended to grant to the Collateral Agent unconditionally the authority to take and perform the actions contemplated herein, and the Borrower irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity that acts in reliance upon or acknowledges the authority granted under this power of attorney. The power of attorney granted in clause (a) is coupled with an interest and may not be revoked or canceled by the Borrower until all obligations of the Borrower under the Transaction Documents have been paid in full and the Collateral Agent has provided its written consent thereto. (c) Notwithstanding anything to the contrary herein, the power of attorney granted pursuant to this Section 13.10 shall only be effective after the occurrence of an Event of Default.

Power of Attorney. (a) The Borrower undersigned hereby irrevocably appoints constitutes, and empowers to act alone, the Collateral Agent Board, as the undersigned’s attorney-in-fact with authority to execute, acknowledge and swear to all instruments and file all documents requisite to carry out the intention and purpose of this Subscription Agreement and Power of Attorney, including without limitation, the Company’s Operating Agreement, all amendments to the Operating Agreement and any schedules thereto effected in accordance with the Operating Agreement, all amendments to the Certificate of Formation filed with the Delaware Secretary of State and the Operating Agreement and all business certificates and other certificates and amendments thereto to be executed and/or filed from time to time in accordance with applicable laws. This Power of Attorney authorizes the Board to appoint its true substitute under this Power of Attorney. The foregoing appointment shall be deemed to be a power coupled with an interest in recognition of the fact that each of the members will be relying upon the power of the manager to act as contemplated in the Operating Agreement in such filing and lawful other action by it on behalf of the Company. The foregoing power of attorney shall be irrevocable and shall survive the incapacity, bankruptcy, insolvency, death, dissolution or termination of the undersigned. The undersigned acknowledges that the terms of the Operating Agreement permit certain amendments to the Operating Agreement, the schedules thereto and the articles of organization to be effected and certain other actions to be taken or omitted by, or with respect to, the Company, in each case with the approval of less than all the members. If, and when (i) such an amendment is proposed or such an action is proposed to be taken or omitted by, or with respect to, the Company which requires, under the terms of the Operating Agreement, actual consent of less than all the members, and (ii) the consent of those members whose consent is required has been given in the manner contemplated by the Operating Agreement, then each non-consenting member agrees that the attorney-in-fact specified above, with full power of substitution) , is hereby authorized and empowered to make, swear to, verify, deliver, record, file and/or publish, for and on behalf of such non-consenting member, and in its such member’s name, place and stead stead, any and at its expense, in connection with the enforcement of the rights all instruments and remedies provided for (and subject to the terms and conditions set forth) in this Agreement including without limitation the following powers: (i) to give any necessary receipts or acquittance for amounts collected or received hereunder, (ii) to make all necessary transfers of the Collateral in connection with any such sale or other disposition made pursuant hereto, (iii) to execute and deliver for value all documents which may be necessary or appropriate bills of sale, assignments under Delaware law and any and all other instruments in connection with any applicable laws and regulations to permit such sale amendment to be lawfully made or other disposition, the Borrower hereby ratifying action lawfully taken or omitted. Each consenting and confirming all non-consenting member is fully aware that such attorney (member and each other member had executed this, or any substitute) shall lawfully do hereunder a similar, Power of Attorney and pursuant hereto, and (iv) that each member will rely on the effectiveness of such powers with a view to sign any agreements, orders or other documents in connection with or pursuant to any Transaction Document. Nevertheless, if so requested by the Collateral Agent (at the direction orderly administration of the Agent), the Borrower shall ratify and confirm any such sale or other disposition by executing and delivering to the Collateral Agent all proper bills of sale, assignments, releases and other instruments as may be designated in any such requestCompany’s affairs. (b) No person to whom this power of attorney is presented as authority for the Collateral Agent to take any action or actions contemplated by clause (a) shall inquire into or seek confirmation from the Borrower as to the authority of the Collateral Agent to take any action described below, or as to the existence of or fulfillment of any condition to the power of attorney described in clause (a), which is intended to grant to the Collateral Agent unconditionally the authority to take and perform the actions contemplated herein, and the Borrower irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity that acts in reliance upon or acknowledges the authority granted under this power of attorney. The power of attorney granted in clause (a) is coupled with an interest and may not be revoked or canceled by the Borrower until all obligations of the Borrower under the Transaction Documents have been paid in full and the Collateral Agent has provided its written consent thereto. (c) Notwithstanding anything to the contrary herein, the power of attorney granted pursuant to this Section 13.10 shall only be effective after the occurrence of an Event of Default.

Power of Attorney. (a) The Borrower hereby irrevocably appoints the Collateral Administrative Agent as its true and lawful attorney (with full power of substitution) in its name, place and stead and at its expense, in connection with the enforcement of the rights and remedies provided for (and subject to the terms and conditions set forth) in this Agreement including without limitation the following powers: (i) to give any necessary receipts or acquittance for amounts collected or received hereunder, (ii) to make all necessary transfers of the Collateral in connection with any such sale or other disposition made pursuant hereto, (iii) to execute and deliver for value all necessary or appropriate bills of sale, assignments and other instruments in connection with any such sale or other disposition, the Borrower hereby ratifying and confirming all that such attorney (or any substitute) shall lawfully do hereunder and pursuant hereto, and (iv) to sign any agreements, orders or other documents in connection with or pursuant to any Transaction Facility Document, including for the avoidance of doubt, Section 14.08 and (v) to exercise directly the Collateral Manager’s rights and obligations under this Agreement, including the exercise of rights set forth in Section 6.02(b). Nevertheless, if so requested by the Collateral Agent (at the direction of the Administrative Agent), the Borrower shall ratify and confirm any such sale or other disposition by executing and delivering to the Collateral Administrative Agent all proper bills of sale, assignments, releases and other instruments as may be designated in any such request. (b) No person to whom this power of attorney is presented as authority for the Collateral Administrative Agent to take any action or actions contemplated by clause (a) shall inquire into or seek confirmation from the Borrower as to the authority of the Collateral Administrative Agent to take any action described below, or as to the existence of or fulfillment of any condition to the power of attorney described in clause (a), which is intended to grant to the Collateral Administrative Agent unconditionally the authority to take and perform the actions contemplated herein, and to the extent permitted by Applicable Law, the Borrower irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity that acts in reliance upon or acknowledges the authority granted under this power of attorney. The power of attorney granted in clause (a) is coupled with an interest and may not be revoked or canceled by the Borrower until all obligations of the Borrower under the Transaction Facility Documents have been paid Paid in full Full and the Collateral Administrative Agent has provided its written consent thereto. (c) Notwithstanding anything to the contrary herein, the power of attorney granted pursuant to this Section 13.10 6.03 shall only be effective exercisable after the occurrence and during the continuance of an Event of Default.

Power of Attorney. In connection with the acquisition of Units pursuant to this Program Subscription Agreement (aand the related Program Subscription Agreement Signature Page) The Borrower and a Purchase and Exchange Form (and the related Purchase and Exchange Form Signature Page), the Subscriber does hereby (in addition to, and not by way of limitation of, the Power of Attorney included in Section 10.02 of the Operating Agreement) irrevocably appoints constitute and appoint MLAI and each officer thereof, individually, as the Collateral Agent as its Subscriber's true and lawful attorney (representative and attorney-in-fact, with full power of substitution) , in its the Subscriber's name, place and stead stead: (a) (i) to receive and pay over to the related FuturesAccess Fund(s) on behalf of the Subscriber, to the extent set forth in the Operating Agreement, all funds received hereunder, and (ii) to complete or correct, on behalf of, and at its expensethe direction of, the Subscriber, all documents to be executed by the Subscriber in connection with the enforcement of Subscriber's subscription for Units, including, without limitation, filling in or amending amounts, dates and other pertinent information; and (b) to execute, acknowledge, swear to, file and record (if applicable) on the rights Subscriber's behalf, and remedies provided for (and subject to in the terms and conditions set forth) in this Agreement including without limitation the following powersappropriate public offices if relevant: (i) to give any necessary receipts or acquittance for amounts collected or received hereunder, the Operating Agreement (ii) to make all necessary transfers of the Collateral in connection with any such sale or other disposition made pursuant hereto, (iii) to execute and deliver for value all necessary or appropriate bills of sale, assignments and other instruments in connection with any such sale or other disposition, the Borrower hereby ratifying and confirming all that such attorney (or any substitute) shall lawfully do hereunder and pursuant hereto, and (iv) to sign any agreements, orders or other documents in connection with or pursuant to any Transaction Document. Nevertheless, if so requested by the Collateral Agent (at the direction of the Agent), the Borrower shall ratify and confirm any such sale or other disposition by executing and delivering to the Collateral Agent all proper bills of sale, assignments, releases and other instruments as may be designated in any such request. (b) No person to whom this power of attorney is presented as authority for the Collateral Agent to take any action or actions contemplated by clause (a) shall inquire into or seek confirmation from the Borrower as to the authority of the Collateral Agent to take any action described below, or as to the existence of or fulfillment of any condition to including the power of attorney described included therein); (ii) all instruments which MLAI may deem necessary or appropriate to reflect virtually any amendment, change or modification of the Operating Agreement or the Certificate of Formation, including of related FuturesAccess Fund(s); and (iii) all instruments, agreements and documents which MLAI considers necessary to, or appropriate for, the operation of the related FuturesAccess Fund(s) as contemplated in clause (a), which is intended to grant to the Collateral Agent unconditionally Confidential Program Disclosure Document and the authority to take Operating Agreement. The Subscriber agrees and perform acknowledges that MLAI and the actions contemplated hereinother Investors are relying on the continued validity of the foregoing Power of Attorney, and that the Borrower irrevocably waives any right Power of Attorney granted hereby shall be deemed to commence any suit or action, in law or equity, against any person or entity that acts in reliance upon or acknowledges the authority granted under this power of attorney. The power of attorney granted in clause (a) is be coupled with an interest interest, shall be irrevocable, and may shall survive and not be revoked or canceled affected by the Borrower until all obligations subsequent death, incapacity, termination, bankruptcy, insolvency or dissolution of the Borrower under the Transaction Documents have been paid in full and the Collateral Agent has provided its written consent theretoSubscriber. (c) Notwithstanding anything to the contrary herein, the power of attorney granted pursuant to this Section 13.10 shall only be effective after the occurrence of an Event of Default.

Power of Attorney. This Power of Attorney is executed and delivered by , a corporation (a“Grantor”) The Borrower hereby irrevocably appoints to [ ] (hereinafter referred to as “Attorney”), as Agent for the Collateral benefit of Agent and Lenders, under a Note and a Security Agreement, both dated as its true and lawful attorney (with full power of substitution) in its name, place and stead and at its expense, in connection with the enforcement of the rights and remedies provided for (and subject to the terms and conditions set forth) in this Agreement including without limitation the following powers: (i) to give any necessary receipts or acquittance for amounts collected or received hereunderdate hereof, (ii) to make all necessary transfers of the Collateral in connection with any such sale or other disposition made pursuant hereto, (iii) to execute and deliver for value all necessary or appropriate bills of sale, assignments and other instruments in connection with any such sale or other disposition, related documents (the Borrower hereby ratifying and confirming all that such attorney (or any substitute) shall lawfully do hereunder and pursuant hereto, and (iv) to sign any agreements, orders or other documents in connection with or pursuant to any Transaction Document“Loan Documents”). Nevertheless, if so requested by the Collateral Agent (at the direction of the Agent), the Borrower shall ratify and confirm any such sale or other disposition by executing and delivering to the Collateral Agent all proper bills of sale, assignments, releases and other instruments as may be designated in any such request. (b) No person to whom this power Power of attorney Attorney is presented presented, as authority for the Collateral Agent Attorney to take any action or actions contemplated by clause (a) hereby, shall be required to inquire into or seek confirmation from the Borrower Grantor as to the authority of the Collateral Agent Attorney to take any action described below, or as to the existence of or fulfillment of any condition to the power this Power of attorney described in clause (a)Attorney, which is intended to grant to the Collateral Agent Attorney unconditionally the authority to take and perform the actions contemplated herein, and the Borrower irrevocably Grantor irrevocable waives any right to commence any suit or action, in law or equity, against any person or entity that which acts in reliance upon or acknowledges the authority granted under this power Power of attorneyAttorney. The power of attorney granted in clause (a) hereby is coupled with an interest interest, and may not be revoked or canceled by Grantor without Attorney’s written consent. Grantor hereby irrevocably constitutes and appoints Attorney (and all officers, employees or agents designated by Attorney), with full power of substitution, as Grantor’s true and lawful attorney-in-fact with full irrevocable power and authority in the Borrower until place and stead of Grantor and in the name of Grantor or in its own name, from time to time in Attorney’s discretion, to take any and all obligations appropriate action and to execute and deliver any and all documents and instruments which may be necessary to accomplish the purposes of the Borrower Loan Documents and, without limiting the generality of the foregoing, Grantor hereby grants to Attorney the power and right, on behalf of Grantor, without notice to or assent by Grantor, and subject to the terms of the Security Agreement at any time, to do the following: (a) change the mailing address of Grantor, open a post office box on behalf of Grantor, open mail for Grantor, and ask, demand, collect, give acquittances and receipts for, take possession of, endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, and notices in connection with any property of Grantor; (b) effect any repairs to any asset of Grantor, or continue to obtain any insurance and pay all or any part of the premiums therefor and costs thereof, and make, settle and adjust all claims under the Transaction Documents have been paid in full such policies of insurance, and the Collateral Agent has provided its written consent thereto. make all determinations and decisions with respect to such policies; (c) Notwithstanding anything pay or discharge any taxes, liens, security interests, or other encumbrances levied or placed on or threatened against Grantor or its property; (d) defend any suit, action or proceeding brought against Grantor if Grantor does not defend such suit, action or proceeding or if Attorney reasonably believes that Grantor is not pursuing such defense in a manner that will maximize the recovery to Attorney, and settle, compromise or adjust any suit, action, or proceeding described above and, in connection therewith, give such discharges or releases as Attorney may deem reasonably appropriate; (e) file or prosecute any claim, litigation, suit or proceeding in any court of competent jurisdiction or before any arbitrator, or take any other action otherwise deemed appropriate by Attorney for the purpose of collecting any and all such moneys due to Grantor whenever payable and to enforce any other right in respect of Grantor’s property; (f) cause the certified public accountants then engaged by Grantor to prepare and deliver to Attorney at any time and from time to time, promptly upon Attorney’s request, the following reports: (1) a reconciliation of all accounts; (2) an aging of all accounts, (3) trial balances, (4) test verifications of such accounts as Attorney may request, and (5) the results of each physical verification of inventory if any; (g) communicate in its own name with any party to any contract with regard to the contrary hereinassignment of the right, title and interest of Grantor in and under the power contracts and other matters relating thereto; (h) to file such financing statements with respect to the Security Agreement, with or without Grantor’s signature, or to file a photocopy of attorney granted pursuant the Security Agreement in substitution for a financing statement, as the Agent may deem appropriate and to this Section 13.10 execute in Grantor’s name such financing statements and amendments thereto and continuation statements which may require Grantor’s signature; and (i) execute, in connection with sale provided for in any Loan Document, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral and to otherwise direct such sale or resale, all as though Attorney were the absolute owner of the property of Grantor for all purposes, and to do, at Attorney’s option and Grantor’s expense, at any time or from time to time, all acts and other things that Attorney reasonably deems necessary to perfect, preserve, or realize upon Grantor’s property or assets and Attorney’s liens thereon, all as fully and effectively as Grantor might do. Grantor hereby ratifies, to the extent permitted by law, all that said Attorney shall only lawfully do or cause to be effective after the occurrence of an Event of Defaultdone by virtue hereof.

Power of Attorney. (a) The Borrower Each Additional Holder, by its execution of this Agreement, hereby irrevocably makes, constitutes and appoints the Collateral Agent Parent (and such other Persons as its true and lawful attorney (may from time to time be designated by Parent) with full power of substitution) substitution and resubstitution, such Additional Holder’s true and lawful proxy, agent and attorney-in-fact, with full power and authority in its such Additional Holder’s name, place and stead stead, to execute, swear to, acknowledge, deliver, file and at its expense, in connection with the enforcement record all instruments and other documents and do such other acts which Parent reasonably deems appropriate or necessary to effect or evidence contribution and deposit of the rights Rollover Shares in accordance with Article I, its covenants in accordance with Article III, and remedies provided for (the other actions and subject obligations required of such Additional Holder pursuant to and in accordance with this Agreement, and such power of attorney may be exercised at any time and from time to time from the terms and conditions set forth) in date hereof until the termination of this Agreement including without limitation the following powers: (i) to give any necessary receipts or acquittance for amounts collected or received hereunder, (ii) to make all necessary transfers of the Collateral in connection with any such sale or other disposition made pursuant hereto, (iii) to execute and deliver for value all necessary or appropriate bills of sale, assignments and other instruments in connection with any such sale or other disposition, the Borrower hereby ratifying and confirming all that such attorney (or any substitute) shall lawfully do hereunder and pursuant hereto, and (iv) to sign any agreements, orders or other documents in connection with or pursuant to any Transaction Documentand in accordance with Section 6.17. Nevertheless, if so requested by the Collateral Agent (at the direction of the Agent), the Borrower shall ratify and confirm any such sale or other disposition by executing and delivering to the Collateral Agent all proper bills of sale, assignments, releases and other instruments as may be designated in any such request. (b) No person to whom this The foregoing power of attorney is presented as authority for irrevocable and coupled with an interest, and shall survive such Additional Holder’s death, disability, incapacity, dissolution, bankruptcy, insolvency or termination and the Collateral Agent transfer of all or any portion of its Company Common Stock and shall extend to take such Additional Xxxxxx’s heirs, successors, assigns and personal representatives, and any action or actions contemplated by clause (a) shall inquire into or seek confirmation from the Borrower as to the authority person dealing with Parent may conclusively and absolutely rely, without inquiry, upon any act of the Collateral Agent Parent as the act of Parent in the matters referred to take in this paragraph. Other than as provided in this paragraph, each Additional Holder shall not, directly or indirectly, grant any action described belowPerson any proxy (revocable or irrevocable), or as to the existence of or fulfillment of any condition to the power of attorney described in clause (a), which is intended or other authorization with respect to grant any of its Rollover Shares. Parent may terminate this proxy with respect to any Additional Holder at any time at its sole election by written notice provided to the Collateral Agent unconditionally the authority to take and perform the actions contemplated herein, and the Borrower irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity that acts in reliance upon or acknowledges the authority granted under this power of attorney. The power of attorney granted in clause (a) is coupled with an interest and may not be revoked or canceled by the Borrower until all obligations of the Borrower under the Transaction Documents have been paid in full and the Collateral Agent has provided its written consent theretoAdditional Holder. (c) Notwithstanding anything to the contrary herein, the power of attorney granted pursuant to this Section 13.10 shall only be effective after the occurrence of an Event of Default.

Power of Attorney. (a) The Borrower hereby Subscriber irrevocably constitutes and appoints the Collateral Agent as its true and lawful attorney (Company with full power of substitution) , as the undersigned's true and lawful representative and attorney-in its fact for the undersigned with respect to the Company and the Shares, granting unto such attorney-in-fact full power and authority on behalf and in the name, place and stead and at its expense, in connection with the enforcement of the rights Subscriber to make, execute, acknowledge, deliver, answer to, file and remedies provided for (and subject to the terms and conditions set forth) record in this Agreement including without limitation the following powers: (i) to give any necessary receipts or acquittance for amounts collected or received hereunder, (ii) to make all necessary transfers of the Collateral in connection with any such sale or other disposition made pursuant hereto, (iii) to execute and deliver for value all necessary or appropriate bills of saleplaces any documents, assignments and other tax elections, certificates or instruments in connection with any such sale which may be considered necessary or other disposition, the Borrower hereby ratifying and confirming all that such attorney (or any substitute) shall lawfully do hereunder and pursuant hereto, and (iv) to sign any agreements, orders or other documents in connection with or pursuant to any Transaction Document. Nevertheless, if so requested desirable by the Collateral Agent (at Company to carry out fully the direction provisions of this Agreement and the Agent), the Borrower shall ratify and confirm any such sale or other disposition by executing and delivering to the Collateral Agent all proper bills of sale, assignments, releases and other instruments as may be designated in any such request. (b) No person to whom this Offering Circular. The foregoing is a special power of attorney coupled with an interest, is presented as authority for irrevocable, and shall survive the Collateral Agent death, incompetence or incapacity of Subscriber. Subscriber hereby agrees to take any action or actions contemplated be bound by clause (a) shall inquire into or seek confirmation from the Borrower as to the authority all of the Collateral Agent to take any action described below, or actions of the Company as to the existence of or fulfillment of any condition to the power of attorney described in clause (a), which is intended to grant to the Collateral Agent unconditionally the authority to take attorney-in-fact and perform the actions contemplated herein, and the Borrower irrevocably waives any right and all defenses which may be available to commence any suit the Subscriber to contest, negate or actiondisaffirm the actions of the Company, in law its directors, its officers, or equity, against any person or entity that acts in reliance upon or acknowledges the authority granted successors under this power Power of Attorney, and hereby ratifies and confirms all acts which said attorney. The power of attorney granted -in-fact may take as attorney-in-fact hereunder in clause (a) is coupled with an interest and may not be revoked or canceled all respects, as though performed by the Borrower until all obligations Subscriber. STATE OF RESIDENCE / LOCATION OF ENTITY: o I am an “Accredited Investor” as that term is defined in Rule 501(a) of Regulation D promulgated pursuant to the Securities Act. o I am not an accredited investor and the Total Purchase Price of Shares does not exceed ten percent (10%) of the Borrower under the Transaction Documents have been paid greater of my annual income or net worth. o o o o Individual; Joint Tenants with Right of Survivorship (JTWROS); o o Tenants in full and the Collateral Agent has provided its written consent thereto. Common; o Retirement Account; Trust (c) Notwithstanding anything to the contrary herein, the power of attorney granted pursuant to this Section 13.10 shall only be effective after the occurrence of an Event of Default.revocable); Trust (irrevocable); o Corporation; Partnership; o Limited Liability Company; Other:

Power of Attorney. (a) The Borrower hereby irrevocably appoints the Collateral Agent as its true and lawful attorney (with full power of substitution) in its name, place and stead and at its expense, in connection with the enforcement of the rights and remedies provided for (and subject to the terms and conditions set forth) in this Agreement including without limitation the following powers: (i) to give any necessary receipts or acquittance for amounts collected or received hereunder, (ii) to make all necessary transfers of the Collateral in connection with any such sale or other disposition made pursuant hereto, (iii) to execute and deliver for value all necessary or appropriate bills of sale, assignments and other instruments in connection with any such sale or other disposition, the Borrower hereby ratifying and confirming all that such attorney (or any substitute) shall lawfully do hereunder and pursuant hereto, and (iv) to sign any agreements, orders or other documents in connection with or pursuant to any Transaction Document. Nevertheless, if so requested by the Collateral Agent (at the direction of the Administrative Agent), the Borrower shall ratify and confirm any such sale or other disposition by executing and delivering to the Collateral Agent all proper bills of sale, assignments, releases and other instruments as may be designated in any such request. (b) No person to whom this power of attorney is presented as authority for the Collateral Agent to take any action or actions contemplated by clause (a) shall inquire into or seek confirmation from the Borrower as to the authority of the Collateral Agent to take any action described below, or as to the existence of or fulfillment of any condition to the power of attorney described in clause (a), which is intended to grant to the Collateral Agent unconditionally the authority to take and perform the actions contemplated herein, and the Borrower irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity that acts in reliance upon or acknowledges the authority granted under this power of attorney. The power of attorney granted in clause (a) is coupled with an interest and may not be revoked or canceled by the Borrower until all obligations of the Borrower under the Transaction Documents have been paid in full and the Collateral Agent has provided its written consent thereto. (c) Notwithstanding anything to the contrary herein, the power of attorney granted pursuant to this Section 13.10 shall only be effective after the occurrence of an Event of Defaulta Facility Termination Event.

Power of Attorney. (a) The Borrower hereby irrevocably appoints On the Collateral Agent as its true and lawful attorney (with full power of substitution) in its name, place and stead and at its expense, in connection with the enforcement of the rights and remedies provided for (terms and subject to the terms conditions herein, the Company hereby appoints and conditions set forthnames the Administrator, acting through its authorized officers and employees, as the Company’s lawful attorney-in-fact, from and after the Closing for so long as the Administrator is authorized hereunder to perform the Services and solely to the extent necessary to provide the Services, (a) in this Agreement including without limitation to do any and all lawful acts that the following powers: Company might have done with respect to the Administered Business, and (b) to proceed by all lawful means (i) to give perform any necessary receipts or acquittance for amounts collected or received hereunderand all of the Company’s obligations with respect to the Administered Business, (ii) to make all necessary transfers enforce any right and defend (in the name of the Collateral in connection Company, when necessary) against any liability arising with any such sale or other disposition made pursuant heretorespect to the Administered Business, (iii) to execute enforce any right and deliver for value defend (in the name of the Company, when necessary) any Action arising from or relating to the Administered Business, (iv) to collect any and all necessary sums due or appropriate bills payable to the Company in respect of salethe Administered Business, assignments (v) to collect any and all Additional Reinsurance Consideration due or payable under or relating to the Reinsured Contracts or the Separate Accounts, (vi) to sign (in the Company’s name, when necessary) vouchers, receipts, releases and other instruments papers in connection with any such sale or other dispositionof the foregoing matters, (vii) to take actions necessary, as may be reasonably determined by the Administrator, to maintain the Reinsured Contracts, the Borrower hereby ratifying Ceded Reinsurance Contracts and confirming all that such attorney the Separate Accounts in compliance with Applicable Law; (or any substituteviii) shall lawfully do hereunder to make rate and pursuant hereto, form filings to the extent permitted under Section 3.9; and (ivix) to sign any agreementsdo everything lawful in connection with the satisfaction of the Administrator’s obligations and the exercise of its rights under this Agreement. The Company will, orders when and as reasonably requested by the Administrator, execute and provide to the Administrator written powers of attorney or other documents in connection with that are necessary or pursuant appropriate to any Transaction Documentcarry out the objectives of this Agreement. Nevertheless, if so requested by Notwithstanding the Collateral Agent (at the direction of the Agent)foregoing, the Borrower shall ratify and confirm Administrator agrees to exercise any such sale or other disposition by executing and delivering to the Collateral Agent all proper bills of sale, assignments, releases and other instruments as may be designated in any such request. (b) No person to whom this power of attorney is presented as authority for the Collateral Agent to take any action or actions contemplated by clause (a) shall inquire into or seek confirmation from the Borrower as to the authority of the Collateral Agent to take any action described below, or as to the existence of or fulfillment of any condition to the power of attorney described in clause (a), which is intended to grant to the Collateral Agent unconditionally the authority to take and perform the actions contemplated herein, and the Borrower irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity that acts in reliance upon or acknowledges the authority granted under this power of attorney. The power of attorney granted herein or separately only in clause (a) is coupled accordance with an interest and may not be revoked or canceled by the Borrower until all obligations terms of the Borrower under the Transaction Documents have been paid in full and the Collateral Agent has provided its written consent theretothis Agreement. (c) Notwithstanding anything to the contrary herein, the power of attorney granted pursuant to this Section 13.10 shall only be effective after the occurrence of an Event of Default.

Power of Attorney. (a) The Borrower Each Seller hereby irrevocably constitutes and appoints the Collateral Agent Repo Agent, and any officer or agent thereof, with full power of substitution, as its true and lawful attorney (attorney-in-fact with full irrevocable power of substitution) and authority in its name, the place and stead of such Seller and in the name of such Seller or in its own name, from time to time in Repo Agent’s discretion to file such financing statement or statements relating to the Purchased Loans and the Repurchase Assets without such Seller’s signature thereon as Repo Agent at its expenseoption may deem appropriate, in connection with and, without limiting the enforcement generality of the rights foregoing, such Seller hereby gives Repo Agent the power and remedies provided for (right, on behalf of such Seller, without assent by, but with notice to, such Seller, if an Event of Default shall have occurred and subject be continuing, to do the terms and conditions set forth) in this Agreement including without limitation the following powers: following: (i) in the name of such Seller, or in its own name, or otherwise, to give take any and all appropriate action and to execute any and all documents and instruments which may be reasonably necessary receipts or acquittance for amounts collected or received hereunder, desirable to accomplish the purposes of this Agreement and the other Transaction Documents; (ii) in the name of such Seller, or in its own name, or otherwise, to make all necessary transfers take possession of the Collateral in connection with and endorse and collect any such sale checks, drafts, notes, acceptances or other disposition made pursuant hereto, instruments for the payment of moneys due with respect to any Purchased Loans and any other Repurchase Assets and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by Repo Agent for the purpose of collecting any and all such moneys due with respect to any Purchased Loans and any other Repurchase Assets whenever payable; (iii) to execute pay or discharge taxes and deliver for value all necessary Liens levied or appropriate bills of sale, assignments and other instruments in connection with any such sale placed on or other disposition, threatened against the Borrower hereby ratifying and confirming all that such attorney (Purchased Loans or any substitute) shall lawfully do hereunder and pursuant hereto, and other Repurchase Assets; and (iv) (A) to direct any party liable for any payment under any Purchased Loans or any other Repurchase Assets to make payment of any and all moneys due or to become due thereunder directly to Buyer or as Repo Agent shall direct; (B) to ask or demand for, collect, receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Purchased Loans or any other Repurchase Assets; (C) to sign and endorse any agreementsinvoices, orders or assignments, verifications, notices and other documents in connection with any Purchased Loans or pursuant any other Repurchase Assets; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Purchased Loans, any other Repurchase Assets or any proceeds thereof and to enforce any other right in respect of any Purchased Loans or any other Repurchase Assets; (E) to defend any suit, action or proceeding brought against such Seller with respect to any Transaction DocumentPurchased Loans or any other Repurchase Assets; (F) to settle, compromise or adjust any suit, action or proceeding described in clause (E) above and, in connection therewith, to give such discharges or releases as Repo Agent may deem appropriate; and (G) generally, to sell, transfer, pledge and make any agreement with respect to or otherwise deal with any Purchased Loans or any other Repurchase Assets as fully and completely as though Buyer were the absolute owner thereof for all purposes, and to do, at Repo Agent’s option and such Seller’s expense, at any time, and from time to time, all acts and things which Repo Agent deems necessary to protect, preserve or realize upon the Purchased Loans and the other Repurchase Assets and Buyer’s Liens thereon and to effect the intent of this Agreement, all as fully and effectively as such Seller might do. Nevertheless, if so requested Each Seller hereby ratifies all that said attorneys shall lawfully do or cause to be done by the Collateral Agent (at the direction of the Agent), the Borrower shall ratify and confirm any such sale or other disposition by executing and delivering to the Collateral Agent all proper bills of sale, assignments, releases and other instruments as may be designated in any such request. (b) No person to whom this virtue hereof. This power of attorney is presented as authority for the Collateral Agent to take any action or actions contemplated by clause (a) shall inquire into or seek confirmation from the Borrower as to the authority of the Collateral Agent to take any action described below, or as to the existence of or fulfillment of any condition to the a power of attorney described in clause (a), which is intended to grant to the Collateral Agent unconditionally the authority to take and perform the actions contemplated herein, and the Borrower irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity that acts in reliance upon or acknowledges the authority granted under this power of attorney. The power of attorney granted in clause (a) is coupled with an interest and may not shall be revoked or canceled by the Borrower irrevocable until all obligations of Sellers under this Agreement and the Borrower under the other Transaction Documents have been paid in full and this Agreement and the Collateral other Transaction Documents are terminated in accordance with the terms hereof and thereof. Each Seller also authorizes Repo Agent, if an Event of Default shall have occurred, from time to time, to execute, in connection with any sale provided for in Section 13, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Purchased Loans and the other Repurchase Assets. The powers conferred on Repo Agent has provided hereunder are solely to protect Buyer’s interests in the Purchased Loans and the other Repurchase Assets and shall not impose any duty upon it to exercise any such powers. Repo Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither it nor any of its written consent theretoofficers, directors, employees or agents shall be responsible to Sellers, any other Relevant Party or any other Person for any act or failure to act hereunder, except for its or their own gross negligence or willful misconduct. (cb) Notwithstanding anything In connection with the repurchase by a Seller of any Purchased Loan in accordance herewith, upon receipt of the Repurchase Price by Buyer, Buyer (or Repo Agent on its behalf) will deliver to the contrary hereinsuch Seller, the power of attorney granted pursuant at such Seller’s expense, such documents and instruments as may be reasonably necessary and requested by such Seller to this Section 13.10 shall only be effective after the occurrence of an Event of Defaultreconvey such Purchased Loan and any unapplied Income related thereto to such Seller.

Power of Attorney. (a) The Borrower Subject to the provisions of Section 5.11 of this Agreement regarding the handling of Business Proceedings and Excluded Liabilities, Ceding Company does hereby irrevocably appoints the Collateral Agent appoint and name Reinsurer, acting through Reinsurer’s authorized officers and employees, as its true and Ceding Company’s lawful attorney in fact with respect to the rights, duties, privileges and obligations of Ceding Company relating to the Reinsured Policies and Other Agreements, (i) to do any and all lawful acts that Ceding Company might have done with full power respect to the Reinsured Policies and Other Agreements, and (ii) to proceed by all lawful means (A) to perform any and all of substitutionCeding Company’s obligations under the Reinsured Policies and Other Agreements, (B) to enforce any right and defend against any liability arising under the Reinsured Policies and Other Agreements, (C) to xxx or defend (in its the name of Ceding Company, when necessary) any action arising under the Reinsured Policies and Other Agreements, (D) to collect any and all sums due or payable to Ceding Company under the Reinsured Policies and Other Agreements and to quit and release for same, (E) to collect any and all Premiums due or payable under the Reinsured Policies through any automatic charge authorizations or otherwise of persons who own or hold Reinsured Policies, (F) to sign (in Ceding Company’s name, place when necessary) vouchers, receipts, releases and stead other papers in connection with any of the foregoing matters, (G) to take actions necessary, as may be reasonably determined, to maintain the Reinsured Policies in compliance with applicable laws and at its expenseregulations, (H) to request rate changes for the Reinsured Policies, (I) to undertake the necessary duties in connection with payment of Commissions in connection with the enforcement of the rights and remedies provided for Reinsured Policies, (and subject to the terms and conditions set forth) in this Agreement including without limitation the following powers: (iJ) to give any necessary receipts or acquittance establish and maintain bank accounts in the name of Ceding Company and issue drafts and make deposits thereon for amounts collected or received hereunderthe purpose of performing the Administrative Services, and (iiK) to make all necessary transfers of the Collateral do everything lawful in connection with any such sale or other disposition made pursuant hereto, (iii) to execute and deliver for value all necessary or appropriate bills of sale, assignments and other instruments in connection with any such sale or other disposition, the Borrower hereby ratifying and confirming all that such attorney (or any substitute) shall lawfully do hereunder and pursuant hereto, and (iv) to sign any agreements, orders or other documents in connection with or pursuant to any Transaction Document. Nevertheless, if so requested by the Collateral Agent (at the direction satisfaction of the Agent), the Borrower shall ratify and confirm any such sale or other disposition by executing and delivering to the Collateral Agent all proper bills of sale, assignments, releases and other instruments as may be designated in any such request. (b) No person to whom this power of attorney is presented as authority for the Collateral Agent to take any action or actions contemplated by clause (a) shall inquire into or seek confirmation from the Borrower as to the authority of the Collateral Agent to take any action described below, or as to the existence of or fulfillment of any condition to the power of attorney described in clause (a), which is intended to grant to the Collateral Agent unconditionally the authority to take and perform the actions contemplated herein, Reinsurer’s obligations and the Borrower irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity that acts in reliance upon or acknowledges the authority granted exercise of its rights under this power of attorney. The power of attorney granted in clause (a) is coupled with an interest and may not be revoked or canceled by the Borrower until all obligations of the Borrower under the Transaction Documents have been paid in full and the Collateral Agent has provided its written consent theretoAgreement. (c) Notwithstanding anything to the contrary herein, the power of attorney granted pursuant to this Section 13.10 shall only be effective after the occurrence of an Event of Default.

Power of Attorney. (a) The Borrower In addition to other powers of attorney contained herein, the Pledgor hereby irrevocably designates and appoints the Collateral Agent as its true Agent, on behalf of the Pledgee, irrevocably and lawful attorney (with full power of substitution, with authority to take any or all of the following actions: (i) to direct any parties liable for any payment under any of the Pledged Collateral to make payment of any and all monies due and to become due thereunder directly to the Agent or as the Agent shall direct; (ii) to receive payment of and receipt for any and all monies, claims, and other amounts due and to become due at any time in its namerespect of or arising out of any Pledged Collateral; (iii) to sign and endorse any drafts, place assignments, proxies, stock powers, verifications, notices and stead other documents relating to the Pledged Collateral; (iv) execute and at its expensedeliver all assignments, conveyances, statements, financing statements, renewal financing statements, pledge agreements, affidavits, notices and other agreements, instruments and documents that the Agent may determine necessary in order to perfect and maintain the security interests and liens granted in this Pledge Agreement and in order to fully consummate all of the transactions contemplated therein; (v) to do and perform all such other acts and things as the Agent may reasonably deem to be necessary, proper or convenient in connection with the enforcement Pledged Collateral of the rights and remedies provided for (and subject to the terms and conditions set forth) in this Agreement including without limitation the following powers: (i) to give any necessary receipts or acquittance for amounts collected or received hereunder, (ii) to make all necessary transfers of the Collateral in connection with any such sale or other disposition made pursuant hereto, (iii) to execute and deliver for value all necessary or appropriate bills of sale, assignments and other instruments in connection with any such sale or other disposition, the Borrower hereby ratifying and confirming all that such attorney (or any substitute) shall lawfully do hereunder and pursuant hereto, and (iv) to sign any agreements, orders or other documents in connection with or pursuant to any Transaction DocumentPledgor. Nevertheless, if so requested by the Collateral Agent (at the direction of the Agent), the Borrower shall ratify and confirm any such sale or other disposition by executing and delivering to the Collateral Agent all proper bills of sale, assignments, releases and other instruments as may be designated in any such request. (b) No person to whom this This power of attorney is presented as authority for the Collateral Agent to take any action or actions contemplated by clause (a) shall inquire into or seek confirmation from the Borrower as to the authority of the Collateral Agent to take any action described below, or as to the existence of or fulfillment of any condition to the a power of attorney described in clause (a), which is intended to grant to the Collateral Agent unconditionally the authority to take and perform the actions contemplated herein, and the Borrower irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity that acts in reliance upon or acknowledges the authority granted under this power of attorney. The power of attorney granted in clause (a) is coupled with an interest and may shall be irrevocable for so long as any of the Pledgor Obligations remain outstanding. The Agent shall be under no duty to exercise or withhold the exercise of any of the rights, powers, privileges and options expressly or implicitly granted to the Agent in this Pledge Agreement, and shall not be revoked liable for any failure to do so or canceled by the Borrower until all obligations any delay in doing so. The Agent shall not be liable for any act or omission or for any error of the Borrower under the Transaction Documents have been paid judgment or any mistake of fact or law in full and the Collateral Agent has provided its written consent thereto. (c) Notwithstanding anything to the contrary herein, the individual capacity or its capacity as attorney-in-fact except acts or omissions resulting from its gross negligence or willful misconduct. This power of attorney granted pursuant is conferred on the Agent solely to this Section 13.10 shall only be effective after the occurrence of an Event of Defaultprotect, preserve and realize upon its security interest in Pledged Collateral.

Power of Attorney. Lender is hereby irrevocably made, constituted and appointed the true and lawful attorney-in-fact for Borrower (without requiring Lender to act as such) with full power of substitution to do the following: (i) upon the occurrence and during the continuance of an Event of Default, endorse the name of the Borrower upon any and all checks, drafts, money orders, and other instruments for the payment of money that are payable to Borrower and constitute collections on its Accounts; (ii) upon the occurrence and during the continuance of Event of Default, execute in the name of Borrower any financing statements, schedules, assignments, instruments, documents, and statements that it is obligated to give Lender under any of the Loan Documents; (iii) upon the occurrence and during the continuance of an Event of Default, do such other and further acts and deeds in the name of Borrower that Lender may reasonably deem necessary or desirable to enforce any Account or other Collateral including, without limitation, (a) The demand, collect, receive for and give renewals, extensions, discharges and releases of any Account, (b) take possession of and liquidate any Account, (c) institute and prosecute legal and equitable proceedings to realize upon any Account, and (d) settle, compromise, compound or adjust claims in respect of any Account or any legal proceedings brought in respect thereof; (iv) upon the occurrence and during the continuance of an Event of Default, in the name of Borrower, notify the Post Office authorities to change the address for the delivery of mail addressed to Borrower hereby to such address as Lender may designate (notwithstanding the foregoing, for the purposes of notice and service of process to or upon Borrower as set forth in this Agreement, Lender’s rights to change the address for the delivery of mail shall not give Lender the right to change the address for notice and service of process to or upon Borrower in this Agreement); (v) perfect Lender’s security interest or lien in any Collateral, (vi) engage, on behalf of Borrower, a third party to service and collect Borrower’s receivables, including billing and rebilling third party payors, and (vii) sign IRS Forms W-9 on behalf of Borrower reflecting Borrower’s address as the address of the Lockboxes established pursuant to Section 2.5 and deliver such Forms to third party payors on the Borrower’s Accounts. In addition, if Borrower breaches its obligation hereunder to direct payments of Accounts or the proceeds of any other Collateral to the Lockbox Account, Lender, as the irrevocably appoints the Collateral Agent as its made, constituted and appointed true and lawful attorney for Borrower pursuant to this paragraph, may by the signature or other act of any of Lender’s officers or authorized signatories (with full power without requiring any of substitution) in its namethem to do so), place and stead and at its expensedirect any federal, in connection with the enforcement state or private payor or fiscal intermediary to pay proceeds of the rights and remedies provided for (and subject Accounts or any other Collateral to the terms and conditions set forth) in this Agreement including without limitation the following powers: (i) to give any necessary receipts or acquittance for amounts collected or received hereunder, (ii) to make all necessary transfers of the Collateral in connection with any such sale or other disposition made pursuant hereto, (iii) to execute and deliver for value all necessary or appropriate bills of sale, assignments and other instruments in connection with any such sale or other disposition, the Borrower hereby ratifying and confirming all that such attorney (or any substitute) shall lawfully do hereunder and pursuant hereto, and (iv) to sign any agreements, orders or other documents in connection with or pursuant to any Transaction Document. Nevertheless, if so requested by the Collateral Agent (at the direction of the Agent), the Borrower shall ratify and confirm any such sale or other disposition by executing and delivering to the Collateral Agent all proper bills of sale, assignments, releases and other instruments as may be designated in any such request. (b) No person to whom this power of attorney is presented as authority for the Collateral Agent to take any action or actions contemplated by clause (a) shall inquire into or seek confirmation from the Borrower as to the authority of the Collateral Agent to take any action described below, or as to the existence of or fulfillment of any condition to the power of attorney described in clause (a), which is intended to grant to the Collateral Agent unconditionally the authority to take and perform the actions contemplated herein, and the Borrower irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity that acts in reliance upon or acknowledges the authority granted under this power of attorneyLockbox Account. The power appointment of attorney granted in clause (a) Lender as attorney-in-fact for Borrower is coupled with an interest and may not be revoked or canceled by the Borrower until all obligations of the Borrower under the Transaction Documents have been paid in full and the Collateral Agent has provided its written consent theretois irrevocable. (c) Notwithstanding anything to the contrary herein, the power of attorney granted pursuant to this Section 13.10 shall only be effective after the occurrence of an Event of Default.

Power of Attorney. (a) The Borrower hereby For the purpose of expediting the financing of Motor Vehicles under the terms of this Agreement and for other purposes relating to such financing transaction, each of the Floor Plan Borrowers irrevocably constitutes and appoints the Collateral Floor Plan Agent and any of its officers, and each of them, severally, as its true and lawful attorney (attorneys-in-fact or attorney-in-fact with full power of substitution) authority to act on behalf of, and in its namethe name of, place place, and stead of, each such Floor Plan Borrower, regardless of whether or not an Event of Default shall have occurred hereunder, to prepare, execute, and at its expensedeliver any and all instruments, in connection with the enforcement of the rights documents, and remedies provided for agreements required to be executed and delivered by each such Floor Plan Borrower necessary to evidence Floor Plan Loan Borrowings (and subject to the terms and conditions set forthif outstanding, Swing Line Overdraft Loans) in this Agreement including without limitation the following powers: (i) to give any necessary receipts or acquittance for amounts collected or received hereunder, (ii) to make all necessary transfers of the Collateral in connection with any such sale or other disposition made pursuant hereto, (iii) to execute and deliver for value all necessary or appropriate bills of sale, assignments and other instruments in connection with any such sale or other disposition, the Borrower hereby ratifying and confirming all that such attorney (or any substitute) shall lawfully do hereunder and pursuant hereto, and (iv) to sign any agreements, orders or other documents in connection with or pursuant to any Transaction Document. Nevertheless, if so requested by the Collateral Agent (at the direction of the Agent), the Borrower shall ratify and confirm any such sale or other disposition by executing and delivering to the Collateral Agent all proper bills of sale, assignments, releases and other instruments as may be designated in any such request. (b) No person to whom this power of attorney is presented as authority for the Collateral Agent to take any action or actions contemplated by clause (a) shall inquire into or seek confirmation from the Borrower as to the authority of the Collateral Agent to take any action described below, or as to the existence of or fulfillment of any condition to the power of attorney described in clause (a), which is intended to grant to the Collateral Agent unconditionally the authority to take and perform the actions contemplated herein, and the Borrower irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity that acts in reliance upon or acknowledges the authority granted under this power of attorney. The power of attorney granted in clause (a) is coupled with an interest and may not be revoked or canceled by the Borrower until all obligations of the Borrower under the Transaction Documents have been paid in full and the Collateral Agent has provided its written consent thereto. (c) Notwithstanding anything to the contrary herein, the power of attorney granted pursuant to this Section 13.10 shall only be effective and/or after the occurrence and during the continuance of an Event of Default, to evidence, perfect, or realize upon the security interest granted by this Agreement, and/or any of the Loan Documents, including, without limitation, the Notes evidencing the Floor Plan Loans, requests for advances, security agreements, financing statements, other instruments for the payment of money, receipts, manufacturer’s certificates of origin, certificates of origin, certificates of title, applications for certificates of title, other basic evidences of ownership, dealer reassignments of any of the foregoing, affidavits, and acknowledgments. The foregoing power of attorney shall be coupled with an interest, and shall be irrevocable so long as this Agreement remains in effect, any Drafting Agreement remains in effect or any Obligations remain outstanding under this Agreement or any of the Floor Plan Notes. Each of said attorneys-in-fact shall have the power to act hereunder with or without the other. The Floor Plan Agent may, but shall not be obligated to, notify the Floor Plan Borrowers of any such instruments or documents the Floor Plan Agent has executed on any Borrower’s behalf prior to such execution.

Power of Attorney. (a) The Borrower hereby irrevocably appoints the Collateral Agent as its true and lawful attorney (with full power of substitution) in its name, place and stead and at its expense, in connection with the enforcement of the rights and remedies provided for (and subject to the terms and conditions set forth) in this Agreement including without limitation the following powers: (i) to give any necessary receipts or acquittance for amounts collected or received hereunder, (ii) to make all necessary transfers of the Collateral in connection with any such sale or other disposition made pursuant hereto, (iii) to execute and deliver for value all necessary or appropriate bills of sale, assignments and other instruments in connection with any such sale or other disposition, the Borrower hereby ratifying and confirming all that such attorney (or any substitute) shall lawfully do hereunder and pursuant hereto, and (iv) to sign any agreements, orders or other documents in connection with or pursuant to any Transaction Document. Nevertheless, if so requested by the Collateral Agent (at the direction of the Agent), the Borrower shall ratify and confirm any such sale or other disposition by executing and delivering to the Collateral Agent all proper bills of sale, assignments, releases and other instruments as may be designated in any such request. (b) No person to whom this power of attorney is presented as authority for the Collateral Agent to take any action or actions contemplated by clause (a) shall inquire into or seek confirmation from the Borrower as to the authority of the Collateral Agent to take any action described below, or as to the existence of or fulfillment of any condition to the power of attorney described in clause (a), which is intended to grant to the Collateral Agent unconditionally the authority to take and perform the actions contemplated herein, and the Borrower irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity that acts in reliance upon or acknowledges the authority granted under this power of attorney. The power of attorney granted in clause (a) is coupled with an interest and may not be revoked or canceled by the Borrower until all obligations of the Borrower under the Transaction Documents have been paid in full and the Collateral Agent has provided its written consent thereto. (c) Notwithstanding anything to the contrary herein, the power of attorney granted pursuant to this Section 13.10 shall only be effective after the occurrence of an Event of DefaultDefault and shall be subject to Section 13.3(b).

Power of Attorney. (a) The Borrower 9.1. For the purposes of securing the due performance of the Pledgor’s obligations under or pursuant to this Pledge, but subject to the rights of the Lender under the First Ranking Pledges, the Pledgor hereby irrevocably appoints the Collateral Agent Secured Party and every delegate, as referred to in clause ‎8 above, to be its true attorney acting severally, and lawful attorney (with full power of substitution) on its behalf and in its namename or otherwise to execute and do all such acts and things, place and stead and at its expense, which the Pledgor expressly ought to do under or in connection with this Pledge (including, to the enforcement of extent required to perfect the rights security intended to be created under this Pledge, to execute, deliver and remedies provided for (register any pledges, charges, assignments or other security and otherwise to perfect any security granted hereunder or thereunder, but subject to the terms and conditions set forth) in this Agreement including without limitation the following powers: (i) to give any necessary receipts or acquittance for amounts collected or received hereunder, (ii) to make all necessary transfers rights of the Collateral Lender under the First Ranking Pledges) and, generally, in connection with any such sale or other disposition made pursuant hereto, (iii) its name and on its behalf to execute and deliver for value exercise all necessary or appropriate bills of sale, assignments and other instruments in connection with any such sale or other disposition, the Borrower hereby ratifying and confirming all that such attorney (or any substitute) shall lawfully do hereunder of the powers, authorities and pursuant hereto, and (iv) to sign any agreements, orders or other documents in connection with discretions expressly conferred by or pursuant to this Pledge or by law on the Secured Party or any Transaction Document. Nevertheless, if so requested by such delegate and (without prejudice to the Collateral Agent (at the direction generality of the Agent), the Borrower shall ratify and confirm foregoing) to perfect any such sale security granted hereunder or other disposition by executing and delivering pursuant hereto subject to the Collateral Agent all proper bills rights of salethe Lender under the First Ranking Pledges. For the avoidance of doubt, assignmentsnothing in the foregoing shall release the Pledgor from any of its obligations under or pursuant to this Pledge, releases and other instruments as may be designated or, oblige the Secured Party or any delegate or sub-delegate to exercise in any such request. (b) No person to whom this power of attorney is presented as authority for the Collateral Agent to take any action or actions contemplated by clause (a) shall inquire into or seek confirmation from the Borrower as to the authority of the Collateral Agent to take any action described below, or as to the existence of or fulfillment of any condition to the power of attorney described in clause (a), which is intended to grant to the Collateral Agent unconditionally the authority to take and perform the actions contemplated herein, and the Borrower irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity that acts in reliance upon or acknowledges the authority granted under manner this power of attorney. 9.2. The Pledgor hereby ratifies and confirms and agrees to ratify and confirm whatever any such attorney as is mentioned in clause ‎9.1 above shall do in the exercise, in accordance with the provisions of such clause ‎9.1, of all or any of the powers, authorities and discretions referred to in such clause. 9.3. The Secured Party shall only exercise such power of attorney granted in clause (a) is coupled with an interest and may not be revoked or canceled by the Borrower until all obligations of the Borrower under the Transaction Documents have been paid in full and the Collateral Agent has provided its written consent thereto. (c) Notwithstanding anything to the contrary herein, the power of attorney granted pursuant to this Section 13.10 shall only be effective after following the occurrence of an Event Enforcement Event, but subject to the rights of Defaultthe Lender under the First Ranking Pledges, or if the Pledgor fails to perform all or any of the acts or obligations which are expressly required to be performed by it under this Pledge in order to perfect the pledges created hereunder or provide further assurances, within 10 (ten) Business Days of being notified of such failure and being requested to comply.

Power of Attorney. (a) The Borrower In connection with the Authorized Participant’s acceptance of an interest a Fund, the Authorized Participant does hereby irrevocably appoints constitute and appoint the Collateral Agent Managing Owner, and its successors and assigns, as its true and lawful attorney (Attorney-in-Fact, with full power of substitution) , in its name, place and stead and at its expensestead, in connection the execution, acknowledgment, filing and publishing of Trust or Fund documents, including, but not limited to, the following: (i) any certificates and other instruments, including but not limited to, any applications for authority to do business and amendments thereto, which the Managing Owner deems appropriate to qualify or continue the Trust as a business or statutory trust in the jurisdictions in which the Trust may conduct business, so long as such qualifications and continuations are in accordance with the enforcement terms of the rights Fifth Amended and remedies Restated Declaration of Trust and Trust Agreement of the Trust, as amended from time to time (the “Trust Agreement”), or which may be required to be filed by the Trust, a Fund or the Shareholders of a Fund under the laws of any jurisdiction; (ii) any instrument which may be required to be filed by the Trust under the laws of any state or by any governmental agency, or which the Managing Owner deems advisable to file; and (iii) the Trust Agreement and any documents which may be required to effect an amendment to the Trust Agreement approved under the terms of the Trust Agreement, and the continuation of the Trust, the admission of the signer of the Power of Attorney as a Limited Owner of a Fund or of others as additional or substituted Limited Owners, or the termination of the Trust, provided for (such continuation, admission or termination is in accordance with the terms of the Trust Agreement. The Power of Attorney granted hereby shall be deemed to be coupled with an interest and shall be irrevocable and shall survive, and shall not be affected by, the Authorized Participant’s subsequent insolvency or dissolution or any delivery by the Authorized Participant of an assignment of the whole or any portion of the Authorized Participant’s Shares. EXHIBIT C INVESCO DB US DOLLAR INDEX TRUST FORM OF REDEMPTION ORDER Authorized Participant: Date: Name of Fund: Invesco DB US Dollar Index ___________ Fund Confirmation Number: Number of Shares to be Redeemed: All Redemption Orders are subject to the terms and conditions set forth) in this Agreement including without limitation the following powers: (i) to give any necessary receipts or acquittance for amounts collected or received hereunder, (ii) to make all necessary transfers of the Collateral Fifth Amended and Restated Declaration of Trust and Trust Agreement of Invesco DB US Dollar Index Trust (the “Trust”) as currently in connection with any such sale or other disposition made pursuant hereto, (iii) to execute effect and deliver for value all necessary or appropriate bills of sale, assignments and other instruments in connection with any such sale or other dispositionthe Invesco DB US Dollar Index Trust Participant Agreement among the Authorized Participant, the Borrower hereby ratifying and confirming all that such attorney (or any substitute) shall lawfully do hereunder and pursuant heretoTrust with respect to the Fund, and (iv) to sign any agreementsamong others, orders or other documents in connection with or pursuant to any Transaction Document. Nevertheless, if so requested by the Collateral Agent (at the direction each a series of the AgentTrust (the “Fund”), the Borrower shall ratify and confirm any such sale or other disposition by executing and delivering to the Collateral Agent all proper bills of sale, assignments, releases and other instruments as may be designated in any such request. (b) No person to whom this power of attorney is presented as authority for the Collateral Agent to take any action or actions contemplated by clause (a) shall inquire into or seek confirmation from the Borrower as to the authority of the Collateral Agent to take any action described below, or as to the existence of or fulfillment of any condition to the power of attorney described in clause (a), which is intended to grant to the Collateral Agent unconditionally the authority to take and perform the actions contemplated herein, and the Borrower irrevocably waives any right to commence any suit or action, Managing Owner named therein (the “Participant Agreement”). All representations and warranties of the Authorized Participant set forth in law or equity, against any person or entity that acts in reliance upon or acknowledges the authority granted under this power of attorneysuch Participant Agreement are incorporated herein by reference. The power of attorney granted undersigned understands that its DTC account will be charged the Transaction Fee as set forth in clause (a) is coupled with an interest and may not be revoked or canceled by the Borrower until all obligations currently effective copy of the Borrower applicable Prospectuses including an additional fee as provided under Section 4 of the Participant Agreement if the Redemption Order is held open. The undersigned does hereby certify as of the date set forth below that he/she is an Authorized Person under the Transaction Documents have been paid in full Participant Agreement and that he/she is authorized to deliver this Redemption Order to the Managing Owner on behalf of the Authorized Participant. [NAME OF AUTHORIZED PARTICIPANT] Date: By: Name: Title: FORM OF INVESCO DB US DOLLAR INDEX TRUST PARTICIPANT AGREEMENT ATTACHMENT A INVESCO DB US DOLLAR INDEX TRUST PROCEDURES This Attachment A to the Participant Agreement (the “Participant Agreement”) supplements the Participant Agreement, the applicable Prospectuses and the Collateral Agent has provided its written consent thereto. Trust Agreement (cas defined below) Notwithstanding anything with respect to the contrary hereinprocedures (the “Procedures”) to be used in processing (1) a creation order for the creation of one or more Baskets (as defined below) (“Creation Order”) of Shares of Invesco DB US Dollar Index Bullish Fund and Invesco DB US Dollar Index Bearish Fund (each, a “Fund,” collectively, the power “Funds”) and a (2) redemption order for the redemption of attorney granted pursuant one or more Baskets (as defined below) (“Redemption Order”) of Shares of the Funds. Shares may be created or redeemed only in blocks of 200,000 Shares (each such block, a “Basket”) for each Fund. Each Fund is a separate series of Invesco DB US Dollar Index Trust, a Delaware statutory trust (the “Trust”). Capitalized terms used in these Procedures without further definition have the meanings assigned to this Section 13.10 shall only be effective after them in the occurrence Fifth Amended and Restated Declaration of an Event Trust and Trust Agreement of Defaultthe Trust (the “Trust Agreement”), dated as of February 23, 2015, and as amended from time-to-time, between Wilmington Trust Company, as trustee of the Trust (the “Trustee”) and Invesco Capital Management LLC, as managing owner (the “Managing Owner”) or the Participant Agreement.

Power of Attorney. (a) The Borrower Until the First Lien Termination Date, the Second Lien Agent, on behalf of each Second Lien Creditor, hereby irrevocably constitutes and appoints the Collateral First Lien Agent and any officer of the First Lien Agent, with full power of substitution, as its true and lawful attorney (attorney-in-fact with full irrevocable power of substitution) and authority in its name, the place and stead of the Second Lien Agent and at its expensein the name of the Second Lien Agent or in the First Lien Agent’s own name, from time to time in the First Lien Agent’s discretion, for the purpose of carrying out the terms of Sections 2.5 and 2.6 hereof, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of such Sections, including any Release Documents, and, in connection with addition, to take any and all other appropriate and commercially reasonable action for the enforcement purpose of the rights and remedies provided for (and subject to carrying out the terms of such Sections, such power of attorney being coupled with an interest and conditions set forth) in this Agreement including without limitation irrevocable until the following powers: (i) to give any necessary receipts or acquittance for amounts collected or received hereunder, (ii) to make all necessary transfers of the Collateral in connection with any such sale or other disposition made pursuant hereto, (iii) to execute and deliver for value all necessary or appropriate bills of sale, assignments and other instruments in connection with any such sale or other disposition, the Borrower First Lien Termination Date. The Second Lien Agent hereby ratifying and confirming ratifies all that such attorney (or any substitute) said attorneys shall lawfully do hereunder and pursuant hereto, and (iv) or cause to sign any agreements, orders or other documents in connection with or be done pursuant to any Transaction Documentthe power of attorney granted in this Section 2.7. Nevertheless, if so requested by the Collateral Agent (at the direction of the Agent), the Borrower shall ratify and confirm any such sale or other disposition by executing and delivering to the Collateral Agent all proper bills of sale, assignments, releases and other instruments as may be designated in any such request. (b) No person Person to whom this power of attorney is presented presented, as authority for the Collateral First Lien Agent to take any action or actions contemplated by clause (a) hereby, shall be required to inquire into or seek confirmation from the Borrower any Second Lien Creditor as to the authority of the Collateral First Lien Agent to take any action described belowherein, or as to the existence of or fulfillment of any condition to the this power of attorney described in clause (a)attorney, which is intended to grant to the Collateral First Lien Agent unconditionally the authority to take and perform the actions contemplated herein, and the Borrower . The Second Lien Agent irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity that Person which acts in good faith in reliance upon or acknowledges the authority granted under this power of attorney. The power of attorney granted in clause (a) is coupled with an interest and may not be revoked or canceled by the Borrower until all obligations of the Borrower under the Transaction Documents have been paid in full and the Collateral Agent has provided its written consent thereto. (c) Notwithstanding anything to the contrary herein, the power of attorney granted pursuant to this Section 13.10 shall only be effective after the occurrence of an Event of Default.

Power of Attorney. (a) The Borrower Pledgor hereby irrevocably appoints the Collateral Agent Lender as its true and lawful Pledgor’s attorney-in-fact, such power of attorney (being coupled with an interest, with full power of substitution) authority in its name, the place and stead of Pledgor and at its expensein the name of Pledgor or otherwise, to take any action and to execute any instrument which Lender may from time to time in connection with Lender’s discretion deem necessary or appropriate to accomplish the enforcement purposes of the rights and remedies provided for (and subject to the terms and conditions set forth) in this Agreement Agreement, including without limitation limitation, the following powersaction: (i) to give transfer any necessary receipts securities, instruments, documents or acquittance for amounts collected certificates pledged as Collateral in the name of Lender or received hereunder, its nominee; (ii) to make all necessary transfers of the Collateral use any interest, premium or principal payments, conversion or redemption proceeds or other cash proceeds received in connection with any such sale or other disposition made pursuant hereto, Collateral to reduce any of the Indebtedness; (iii) exchange any of the securities pledged as Collateral for any other property upon any merger, consolidation, reorganization, recapitalization or other readjustment of the issuer thereof, and, in connection therewith, to execute deposit and deliver for value any and all of such securities with any committee, depository, transfer agent, registrar or other designated agent upon such terms and conditions as Lender may deem necessary or appropriate bills of saleappropriate; (iv) exercise or comply with any conversion, assignments and exchange, redemption, subscription or any other instruments in connection right, privilege or option pertaining to any securities pledged as Collateral; provided, however, except as provided herein, Lender shall not have a duty to exercise or comply with any such sale right, privilege or other dispositionoption (whether conversion, the Borrower hereby ratifying redemption or otherwise) and confirming all that such attorney (shall not be responsible for any delay or any substitute) shall lawfully failure to do hereunder and pursuant hereto, so; and (ivv) to sign file any agreements, orders claims or other documents in connection with or pursuant to any Transaction Document. Nevertheless, if so requested by the Collateral Agent (at the direction of the Agent), the Borrower shall ratify and confirm any such sale or other disposition by executing and delivering to the Collateral Agent all proper bills of sale, assignments, releases and other instruments as may be designated in any such request. (b) No person to whom this power of attorney is presented as authority for the Collateral Agent to take any action or actions contemplated by clause (a) shall inquire into institute any proceedings which Lender may deem necessary or seek confirmation from appropriate for the Borrower as to the authority collection and/or preservation of the Collateral Agent or otherwise to take any action described below, or as enforce the rights of Lender with respect to the existence of or fulfillment of any condition to the power of attorney described in clause (a), which is intended to grant to the Collateral Agent unconditionally the authority to take and perform the actions contemplated herein, and the Borrower irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity that acts in reliance upon or acknowledges the authority granted under this power of attorney. The power of attorney granted in clause (a) is coupled with an interest and may not be revoked or canceled by the Borrower until all obligations of the Borrower under the Transaction Documents have been paid in full and the Collateral Agent has provided its written consent theretoCollateral. (c) Notwithstanding anything to the contrary herein, the power of attorney granted pursuant to this Section 13.10 shall only be effective after the occurrence of an Event of Default.

Power of Attorney. (a) The Borrower 9.1. For the purposes of securing the due performance of the Pledgor’s obligations under or pursuant to this Pledge, but subject to the rights of the Lender under the First Ranking Pledges, the Pledgor hereby irrevocably appoints the Collateral Agent Secured Party and every delegate, as referred to in clause 8 above, to be its true attorney acting severally, and lawful attorney (with full power of substitution) on its behalf and in its namename or otherwise to execute and do all such acts and things, place and stead and at its expense, which the Pledgor expressly ought to do under or in connection with this Pledge (including, to the enforcement of extent required to perfect the rights security intended to be created under this Pledge, to execute, deliver and remedies provided for (register any pledges, charges, assignments or other security and otherwise to perfect any security granted hereunder or thereunder, but subject to the terms and conditions set forth) in this Agreement including without limitation the following powers: (i) to give any necessary receipts or acquittance for amounts collected or received hereunder, (ii) to make all necessary transfers rights of the Collateral Lender under the First Ranking Pledges) and, generally, in connection with any such sale or other disposition made pursuant hereto, (iii) its name and on its behalf to execute and deliver for value exercise all necessary or appropriate bills of sale, assignments and other instruments in connection with any such sale or other disposition, the Borrower hereby ratifying and confirming all that such attorney (or any substitute) shall lawfully do hereunder of the powers, authorities and pursuant hereto, and (iv) to sign any agreements, orders or other documents in connection with discretions expressly conferred by or pursuant to this Pledge or by law on the Secured Party or any Transaction Document. Nevertheless, if so requested by such delegate and (without prejudice to the Collateral Agent (at the direction generality of the Agent), the Borrower shall ratify and confirm foregoing) to perfect any such sale security granted hereunder or other disposition by executing and delivering pursuant hereto subject to the Collateral Agent all proper bills rights of salethe Lender under the First Ranking Pledges. For the avoidance of doubt, assignmentsnothing in the foregoing shall release the Pledgor from any of its obligations under or pursuant to this Pledge, releases and other instruments as may be designated or, oblige the Secured Party or any delegate or sub-delegate to exercise in any such request. (b) No person to whom this power of attorney is presented as authority for the Collateral Agent to take any action or actions contemplated by clause (a) shall inquire into or seek confirmation from the Borrower as to the authority of the Collateral Agent to take any action described below, or as to the existence of or fulfillment of any condition to the power of attorney described in clause (a), which is intended to grant to the Collateral Agent unconditionally the authority to take and perform the actions contemplated herein, and the Borrower irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity that acts in reliance upon or acknowledges the authority granted under manner this power of attorney. 9.2. The Pledgor hereby ratifies and confirms and agrees to ratify and confirm whatever any such attorney as is mentioned in clause ‎9.1 above shall do in the exercise, in accordance with the provisions of such clause ‎9.1, of all or any of the powers, authorities and discretions referred to in such clause. 9.3. The Secured Party shall only exercise such power of attorney granted in clause (a) is coupled with an interest and may not be revoked or canceled by the Borrower until all obligations of the Borrower under the Transaction Documents have been paid in full and the Collateral Agent has provided its written consent thereto. (c) Notwithstanding anything to the contrary herein, the power of attorney granted pursuant to this Section 13.10 shall only be effective after following the occurrence of an Event Enforcement Event, but subject to the rights of Defaultthe Lender under the First Ranking Pledges, or if the Pledgor fails to perform all or any of the acts or obligations which are expressly required to be performed by it under this Pledge in order to perfect the pledges created hereunder or provide further assurances, within 10 (ten) Business Days of being notified of such failure and being requested to comply.

Power of Attorney. (a) The Borrower Each of the officers of FGI is hereby irrevocably appoints made, constituted and appointed the Collateral Agent as its true and lawful attorney for Seller (without requiring any of them to act as such) with full power of substitution) in its name, place and stead and at its expense, in connection with substitution to do the enforcement of the rights and remedies provided for (and subject to the terms and conditions set forth) in this Agreement including without limitation the following powersfollowing: (ia) to give endorse the name of Seller upon any necessary receipts or acquittance for amounts collected or received hereunderand all checks, (ii) to make all necessary transfers of the Collateral in connection with any such sale or other disposition made pursuant heretodrafts, (iii) to execute and deliver for value all necessary or appropriate bills of sale, assignments money orders and other instruments in connection with any such sale for the payment of monies that are payable to Seller and constitute collections on Seller’s Accounts or proceeds of other Collateral including checks or other disposition, the Borrower hereby ratifying and confirming all that such attorney (or any substitute) shall lawfully do hereunder and pursuant hereto, and (iv) to sign any agreements, orders or other documents in connection with or payment instruments received by FGI pursuant to this Agreement; (b) execute and/or file in the name of Seller any Transaction Document. Neverthelessfinancing statements, if so requested by the Collateral Agent (at the direction of the Agent), the Borrower shall ratify and confirm any such sale or other disposition by executing and delivering to the Collateral Agent all proper bills of saleschedules, assignments, releases instruments, documents and statements that Seller is obligated to give FGI hereunder or is necessary to perfect (or continue or evidence the perfection of such security interest or Lien) FGI’s security interest or Lien in the Collateral; (c) receive, open and dispose of any mail addressed to Seller and put FGI’s address on any statements mailed to Account Debtors; (d) pay, settle, compromise, prosecute or defend any action, claim, conditional waiver and release, or proceeding relating to Purchased Accounts or Collateral; (e) during the continuance of an Event of Default, notify, in the name of the Seller, the U.S. Post Office to change the address for delivery of mail addressed to Seller to such address as FGI may designate, however, FGI shall turn over to Seller all such mail not relating to Purchased Accounts or Collateral; (f) effect debits to any demand deposit or other instruments as may be designated in deposit account that Seller or any such request. (b) No person Guarantor maintains at any bank for any sums due to whom this power of attorney is presented as authority for the Collateral Agent to take any action or actions contemplated by clause (a) shall inquire into or seek confirmation from the Borrower as Seller under this Agreement and (g) during the continuance of an Event of Default, do such other and further acts and deeds in the name of Seller that FGI may reasonably deem necessary or desirable to the authority of the Collateral Agent to take enforce any action described below, Account or as to the existence of or fulfillment of any condition to the power of attorney described in clause (a), which is intended to grant to the Collateral Agent unconditionally the authority to take other Collateral. The powers and perform the actions contemplated herein, and the Borrower irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity that acts in reliance upon or acknowledges the authority granted under this power of attorney. The power of attorney granted in clause (a) is to FGI herein are coupled with an interest and may not be revoked or canceled by the Borrower are irrevocable until this Agreement is terminated and all obligations of the Borrower under the Transaction Documents have been paid in full and the Collateral Agent has provided its written consent theretoObligations are fully satisfied. (c) Notwithstanding anything to the contrary herein, the power of attorney granted pursuant to this Section 13.10 shall only be effective after the occurrence of an Event of Default.

Power of Attorney. (a) The Each of the Borrower and the Collateral Manager hereby irrevocably appoints each of the Collateral Agent and the Administrative Agent as its true and lawful attorney (with full power of substitution) in its name, place and stead and at its expenseexpense (subject to reimbursement of the Collateral Manager as provided in Sections 2.7 and 2.9), in connection with the enforcement of the rights and remedies provided for (and subject to the terms and conditions set forth) in this Agreement following the occurrence and continuance of a Termination Event or the occurrence and continuation of an Unmatured Termination Event, including without limitation the following powers: (ia) to give any necessary receipts or acquittance for amounts collected or received hereunder, (iib) to make all necessary transfers of the Collateral in connection with any such sale or other disposition made pursuant hereto, (iiic) to execute and deliver for value all necessary or appropriate bills of sale, assignments and other instruments in connection with any such sale or other disposition, the Borrower and the Collateral Manager hereby ratifying and confirming all that such attorney (or any substitute) shall lawfully do hereunder and pursuant hereto, and (ivd) to sign any agreements, orders or other documents in connection with or pursuant to any Transaction Document. Nevertheless, if so requested by the Collateral Agent, the Administrative Agent (at the direction of the Agent)or a Lender, the Borrower shall ratify and confirm any such sale or other disposition by executing and delivering to the Collateral Agent, the Administrative Agent or such Lender all proper bills of sale, assignments, releases and other instruments as may be designated in any such request. (b) No person to whom this power of attorney is presented as authority for the Collateral Agent to take any action or actions contemplated by clause (a) shall inquire into or seek confirmation from the Borrower as to the authority of the Collateral Agent to take any action described below, or as to the existence of or fulfillment of any condition to the power of attorney described in clause (a), which is intended to grant to the Collateral Agent unconditionally the authority to take and perform the actions contemplated herein, and the Borrower irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity that acts in reliance upon or acknowledges the authority granted under this power of attorney. The power of attorney granted in clause (a) is coupled with an interest and may not be revoked or canceled by the Borrower until all obligations of the Borrower under the Transaction Documents have been paid in full and the Collateral Agent has provided its written consent thereto. (c) Notwithstanding anything to the contrary herein, the power of attorney granted pursuant to this Section 13.10 shall only be effective after the occurrence of an Event of Default.

Power of Attorney. Seller hereby irrevocably designates and appoints each of Purchaser and Servicer (and all persons designated by Purchaser or Servicer) as Seller’s true and lawful attorney-in-fact, and authorizes each of Purchaser and Servicer, in Seller’s or Purchaser’s or Servicer’s name, to: (a) The Borrower hereby irrevocably appoints prepare, file and sign Seller’s name on any proof of claim in bankruptcy or other similar document against Account Debtor, (b) have access to any lockbox or postal box into which Seller’s mail regarding Accounts purchased hereunder is deposited, (c) endorse Seller’s name upon any items of payment or proceeds thereof relating to Accounts purchased hereunder and Related Assets and deposit the Collateral Agent same in Purchaser’s account, (d) endorse Seller’s name upon any chattel paper, document, instrument, invoice, or similar document or agreement relating to any Account purchased hereunder or any goods pertaining thereto or any other Related Asset; provided, that, any such endorsement shall be made in such a manner as its true and lawful attorney (with full power to not have the effect of substitution) in its name, place and stead and at its expense, in connection with recourse to Seller solely for Account Debtor’s financial inability to pay upon the enforcement of the rights and remedies provided due date for (and subject to the terms and conditions set forth) in this Agreement including without limitation the following powers: (i) to give any necessary receipts or acquittance for amounts collected or received an Account purchased hereunder, (iie) sign Seller’s name on any verification of Accounts and notices thereof to make all necessary transfers of the Collateral in connection with any such sale or other disposition made pursuant hereto, (iii) to execute and deliver for value all necessary or appropriate bills of sale, assignments and other instruments in connection with any such sale or other disposition, the Borrower hereby ratifying and confirming all that such attorney (or any substitute) shall lawfully do Account Debtor permitted hereunder and pursuant hereto, (f) execute in Seller’s name and (iv) to sign file any agreements, orders UCC financing statements or other documents in connection with or pursuant amendments thereto relating to any Transaction DocumentAccount purchased hereunder. NeverthelessSeller hereby releases Purchaser and Servicer and its officers, if so requested by the Collateral Agent (at the direction of the Agent), the Borrower shall ratify employees and confirm designees from any such sale liabilities arising from any act or other disposition by executing and delivering to the Collateral Agent all proper bills of sale, assignments, releases and other instruments as may be designated in any such request. (b) No person to whom acts under this power of attorney is presented and in furtherance thereof, whether of omission or commission, except as authority for the Collateral Agent to take any action a result of Purchaser’s or actions contemplated by clause (a) shall inquire into Servicer’s own gross negligence or seek confirmation from the Borrower willful misconduct as to the authority of the Collateral Agent to take any action described below, or as to the existence of or fulfillment of any condition to the power of attorney described in clause (a), which is intended to grant to the Collateral Agent unconditionally the authority to take and perform the actions contemplated herein, and the Borrower irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity that acts in reliance upon or acknowledges the authority granted under this power of attorney. The power of attorney granted in clause (a) is coupled with an interest and may not be revoked or canceled by the Borrower until all obligations of the Borrower under the Transaction Documents have been paid in full and the Collateral Agent has provided its written consent thereto. (c) Notwithstanding anything to the contrary herein, the power of attorney granted determined pursuant to this Section 13.10 shall only be effective after the occurrence a final non-appealable order of an Event a court of Defaultcompetent jurisdiction.

Power of Attorney. (a) The Borrower SPE hereby irrevocably (except as provided below) appoints the Collateral Agent as Manager its true and lawful attorney agent and attorney-in-fact (with full power of substitutionsubstitution and delegation) in its name, place and stead and at its expense, in connection with the enforcement performance of the Manager’s duties provided for in this Agreement and in the SPE Documents (except for the rights and remedies provided for (obligations of the Directors or Shareholders of the SPE as set forth in Article 8 of the Memorandum and subject to Articles of Association of the terms and conditions set forthSPE) in this Agreement including without limitation the following powers: (ia) to give any necessary receipts or acquittance for amounts collected or received hereunderhereunder or thereunder, (iib) to make all necessary transfers of the Collateral SPE Assets in connection with any such sale or other disposition made pursuant heretoaccordance herewith and therewith, (iiic) to execute (under hand, under seal or as a deed) and deliver for value on behalf of the SPE all necessary or appropriate bills of sale, assignments assignments, agreements and other instruments and endorsements in connection with any such sale transfer, and (d) to execute (under hand, under seal or as a deed) any agreements, instruments, orders or other dispositiondocuments or certificates in connection with or pursuant to this Agreement or the SPE Documents relating to any SPE Asset or to the duties of the Manager hereunder or thereunder, the Borrower SPE hereby ratifying and confirming all that such attorney attorney-in-fact (or any substitute) shall lawfully do hereunder under this power of attorney and pursuant hereto, and (iv) to sign in accordance with this Agreement or any agreements, orders or other documents in connection with or pursuant to any Transaction DocumentSPE Document as applicable thereto. Nevertheless, if so requested by the Collateral Agent (at the direction of the Agent)Manager, the Borrower SPE shall ratify and confirm any such sale or other disposition act by executing and delivering to the Collateral Agent Manager or as directed by the Manager all proper bills of sale, assignments, releases releases, endorsements and other instruments instruments, documents and certificates as may reasonably be designated in any such request. (b) No person to whom this . This power of attorney is presented as authority for the Collateral Agent to take any action or actions contemplated by clause (a) shall inquire into or seek confirmation from the Borrower as to the authority of the Collateral Agent to take any action described belowshall, or as to the existence of or fulfillment of any condition to the power of attorney described in clause (a)however, which is intended to grant to the Collateral Agent unconditionally the authority to take and perform the actions contemplated hereinexpire, and the Borrower irrevocably waives Manager and any right to commence any suit substitute agent or action, attorney-in law or equity, against any person or entity that acts in reliance upon or acknowledges the authority granted under this power of attorney. The power of attorney granted in clause (a) is coupled with an interest and may not be revoked or canceled fact appointed by the Borrower until all obligations Manager pursuant hereto shall cease to have any power to act as the SPE’s agent or attorney-in-fact upon termination of this Agreement or, if sooner, the Effective Date of any removal or resignation of the Borrower under the Transaction Documents have been paid in full and the Collateral Agent has provided its written consent thereto. (c) Notwithstanding anything to the contrary herein, the power of attorney granted Manager pursuant to this Section 13.10 19 hereof, but any such expiration shall only be effective after the occurrence of an Event of Default.not affect any transaction committed to prior to such expiration. [signature page follows]

Power of Attorney. (a) The Borrower In addition to all of the powers granted to the Collateral Agent pursuant to the Note Purchase Agreement, the Company hereby irrevocably appoints and constitutes the Collateral Agent as its true and lawful attorney (with full power the Company's attorney-in-fact to exercise all of substitution) in its name, place and stead the following powers upon and at its expense, in connection with the enforcement of the rights and remedies provided for (and subject to the terms and conditions set forth) in this Agreement including without limitation the following powers: (i) to give any necessary receipts or acquittance for amounts collected or received hereunder, (ii) to make all necessary transfers of the Collateral in connection with any such sale or other disposition made pursuant hereto, (iii) to execute and deliver for value all necessary or appropriate bills of sale, assignments and other instruments in connection with any such sale or other disposition, the Borrower hereby ratifying and confirming all that such attorney (or any substitute) shall lawfully do hereunder and pursuant hereto, and (iv) to sign any agreements, orders or other documents in connection with or pursuant to any Transaction Document. Nevertheless, if so requested by the Collateral Agent (at the direction of the Agent), the Borrower shall ratify and confirm any such sale or other disposition by executing and delivering to the Collateral Agent all proper bills of sale, assignments, releases and other instruments as may be designated in any such request. (b) No person to whom this power of attorney is presented as authority for the Collateral Agent to take any action or actions contemplated by clause (a) shall inquire into or seek confirmation from the Borrower as to the authority of the Collateral Agent to take any action described below, or as to the existence of or fulfillment of any condition to the power of attorney described in clause (a), which is intended to grant to the Collateral Agent unconditionally the authority to take and perform the actions contemplated herein, and the Borrower irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity that acts in reliance upon or acknowledges the authority granted under this power of attorney. The power of attorney granted in clause (a) is coupled with an interest and may not be revoked or canceled by the Borrower until all obligations of the Borrower under the Transaction Documents have been paid in full and the Collateral Agent has provided its written consent thereto. (c) Notwithstanding anything to the contrary herein, the power of attorney granted pursuant to this Section 13.10 shall only be effective time after the occurrence of an Event of Default or, with respect to Section 7 hereof, a Potential Event of Default: (i) collection of proceeds of any Collateral; (ii) conveyance of any item of Collateral to any purchaser thereof; (iii) giving of any notices or recording of any Liens under Section 6 hereof; (iv) making of any payments or taking any acts under Section 10 hereof; and (v) paying or discharging taxes or Liens levied or placed upon or threatened against the Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by the Collateral Agent in its sole discretion, and such payments made by the Collateral Agent to become the obligations of the Company to the Collateral Agent, due and payable immediately without demand. The Collateral Agent's authority hereunder shall include, without limitation, the authority to endorse and negotiate, for the Collateral Agent's own account, any checks or instruments in the name of the Company, execute and give receipt for any certificate of ownership or any document, transfer title to any item of Collateral, sign the Company's name on all financing statements or any other documents deemed necessary or appropriate to preserve, protect or perfect the security interest in the Collateral and to file the same, prepare, file and sign the Company's name on any notice of Lien, and prepare, file and sign the Company's name on a proof of claim in bankruptcy or similar document against any creditor of the Company, and to take any other actions arising from or incident to the powers granted to the Collateral Agent in this Agreement. This power of attorney is coupled with an interest and is irrevocable by the Company.

Power of Attorney. (a) The On the Effective Date each Borrower hereby irrevocably appoints the Collateral Agent as its true and lawful attorney (with full power of substitution) in its name, place and stead and at its expense, in connection with the enforcement of the rights and remedies provided for (and subject to the terms and conditions set forth) in this Agreement including without limitation the following powers: (i) to give any necessary receipts or acquittance for amounts collected or received hereunder, (ii) to make all necessary transfers of the Collateral in connection with any such sale or other disposition made pursuant hereto, (iii) to shall execute and deliver for value all necessary or appropriate bills to Agent the Power of sale, assignments and other instruments in connection with any such sale or other disposition, the Borrower hereby ratifying and confirming all that such attorney (or any substitute) shall lawfully do hereunder and pursuant hereto, and (iv) to sign any agreements, orders or other documents in connection with or pursuant to any Transaction Document. Nevertheless, if so requested by the Collateral Agent (at the direction of the Agent), the Borrower shall ratify and confirm any such sale or other disposition by executing and delivering to the Collateral Agent all proper bills of sale, assignments, releases and other instruments as may be designated in any such request. (b) No person to whom this power of attorney is presented as authority for the Collateral Agent to take any action or actions contemplated by clause (a) shall inquire into or seek confirmation from the Borrower as to the authority of the Collateral Agent to take any action described below, or as to the existence of or fulfillment of any condition to the power of attorney described in clause (a), which is intended to grant to the Collateral Agent unconditionally the authority to take and perform the actions contemplated herein, and the Borrower irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity that acts in reliance upon or acknowledges the authority granted under this power of attorneyAttorney. The power of attorney granted in clause (a) pursuant to the Power of Attorney is a power coupled with an interest and may shall be irrevocable until the Termination Date. The powers conferred on Agent, for the benefit of Agent and Lenders, under the Power of Attorney are solely to protect Agent's interests (for the benefit of Agent and Lenders) in the Collateral and shall not be revoked impose any duty upon Agent or canceled by any Lender to exercise any such powers. Agent agrees that (i) except for the Borrower until all obligations powers granted in clause (i) of the Borrower Power of Attorney, it shall not exercise any power or authority granted under the Transaction Documents have been paid in full and the Collateral Agent has provided its written consent thereto. (c) Notwithstanding anything to the contrary herein, the power Power of attorney granted pursuant to this Section 13.10 shall only be effective after the occurrence of Attorney unless an Event of DefaultDefault has occurred and is continuing, and (ii) Agent shall account for any moneys received by Agent in respect of any foreclosure on or disposition of Collateral pursuant to the Power of Attorney provided that none of Agent or any Lender shall have any duty as to any Collateral, and Agent and Lenders shall be accountable only for amounts that they actually receive as a result of the exercise of such powers. NONE OF AGENT, LENDERS OR THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL BE RESPONSIBLE TO ANY BORROWER FOR ANY ACT OR FAILURE TO ACT UNDER ANY POWER OF ATTORNEY OR OTHERWISE, EXCEPT IN RESPECT OF DAMAGES ATTRIBUTABLE SOLELY TO THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION, NOR FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES.

Power of Attorney. (a) The Borrower Lenders hereby irrevocably appoints the Collateral Agent as its true and lawful attorney (with full grant to Servicer an irrevocable special power of substitutionattorney, coupled with an interest, to perform all acts that Servicer is authorized to perform on behalf of the Lenders pursuant to this Agreement including, without limitation, the power and authority to calculate and submit loan payoff demands, to receive loan payoffs on behalf of the Lenders, to execute on behalf of Lenders any request for reconveyance of the Deed of Trust that may be appropriate upon any such loan payoff, to execute any substitution of trustee under the Deed of Trust that Servicer deems appropriate to enforce the terms of the Loan Documents, to take title to the Security Property as trustee or nominee for the Lenders, to cause title to the Security Property to be taken in the name of all Lenders as tenants in common or in the name of a Transfer Entity and to manage, encumber and sell the Security Property on behalf of the Lenders as provided in this Agreement. Without limiting the foregoing, Servicer is expressly authorized to do any of the following on behalf of all Lenders (subject to any applicable approval rights (if any) of a Lender Majority if and to the extent expressly provided elsewhere in its namethis Agreement): execute requests for reconveyance, place file notices of default, select a foreclosure agent, make demands, request substitutions of trustees, seek a receiver, publish and stead record notices of sale, file complaints, obtain judgments and deficiency judgments, seek relief from any stay of foreclosure proceedings or defend any litigation which seeks to restrain such foreclosure proceedings, accept reinstatements, execute subordination agreements, bid at its expensea foreclosure sale and otherwise conduct judicial or non-judicial foreclosure proceedings; file, prosecute and defend legal actions and otherwise enforce the terms of the Loan Documents; employ attorneys, accountants, appraisers and other third parties; obtain market studies and other reports; and enter into contracts for and execute documents in connection with the enforcement refinancing, sale or operation of the rights Security Property, including the execution of deeds of trust or grant deeds and remedies provided for (and subject to entering into subordination agreements with other lenders or lien holders on the terms and conditions set forth) in this Agreement including without limitation the following powers: (i) to give any necessary receipts or acquittance for amounts collected or received hereunder, (ii) to make all necessary transfers of the Collateral in connection with any such sale or other disposition made pursuant hereto, (iii) to execute and deliver for value all necessary or appropriate bills of sale, assignments and other instruments in connection with any such sale or other disposition, the Borrower hereby ratifying and confirming all that such attorney (or any substitute) shall lawfully do hereunder and pursuant hereto, and (iv) to sign any agreements, orders or other documents in connection with or pursuant to any Transaction Document. Nevertheless, if so requested by the Collateral Agent (at the direction of the Agent), the Borrower shall ratify and confirm any such sale or other disposition by executing and delivering to the Collateral Agent all proper bills of sale, assignments, releases and other instruments as may be designated in any such requestSecurity Property. (b) No person to whom this power Lender acknowledges that the effect of attorney is presented as authority for the Collateral Agent to take any action or actions contemplated by clause (a) shall inquire into or seek confirmation from the Borrower as to the authority of the Collateral Agent to take any action described below, or as to the existence of or fulfillment of any condition to granting the power of attorney described set forth above is to give the Servicer the right and authority to execute, on Lender’s behalf, all documents required in clause the furtherance of Servicer’s obligations under this Agreement including, but not limited to, any actions approved by a Lender Majority (aif required), which is intended to grant to the Collateral Agent unconditionally the authority to take and perform the actions contemplated herein, and the Borrower irrevocably waives any right to commence any suit whether or not Lender has approved of such action, in law or equity, against any person or entity that acts in reliance upon or acknowledges the authority granted under this power of attorney. The power of attorney granted in clause (aINITIAL) is coupled with an interest and may not be revoked or canceled by the Borrower until all obligations of the Borrower under the Transaction Documents have been paid in full and the Collateral Agent has provided its written consent thereto. (c) Notwithstanding anything to the contrary herein, the power of attorney granted pursuant to this Section 13.10 shall only be effective after the occurrence of an Event of Default.INITIAL)

Power of Attorney. (a) The Each of the Borrower and the Services Provider hereby irrevocably appoints the Collateral Agent as its true and lawful attorney (with full power of substitution) in its name, place and stead and at its expenseexpense (at the direction of the Facility Agent), in connection with the enforcement of the rights and remedies provided for (and subject to the terms and conditions set forth) in this Agreement including without limitation the following powers: (i) to give any necessary receipts or acquittance for amounts collected or received hereunder, (ii) to make all necessary transfers of the Collateral in connection with any such sale or other disposition made pursuant hereto, (iii) to execute and deliver for value all necessary or appropriate bills of sale, assignments and other instruments in connection with any such sale or other disposition, the Borrower and the Services Provider hereby ratifying and confirming all that such attorney (or any substitute) shall lawfully do hereunder and pursuant hereto, and (iv) to sign any agreements, orders or other documents in connection with or pursuant to any Transaction Document. Nevertheless, if so requested by the Collateral Agent (at the direction of the Facility Agent), the Borrower shall ratify and confirm any such sale or other disposition by executing and delivering to the Collateral Agent all proper bills of sale, assignments, releases and other instruments as may be designated in any such request. (b) No person to whom this power of attorney is presented as authority for the Collateral Agent to take any action or actions contemplated by clause (a) shall inquire into or seek confirmation from the Borrower or the Services Provider as to the authority of the Collateral Agent to take any action described below, or as to the existence of or fulfillment of any condition to the power of attorney described in clause (a), which is intended to grant to the Collateral Agent unconditionally the authority to take and perform the actions contemplated herein, and each of the Borrower and the Services Provider irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity that acts in reliance upon or acknowledges the authority granted under this power of attorney. The power of attorney granted in clause (a) is coupled with an interest and may not be revoked or canceled by the Borrower or the Services Provider until all obligations of each of the Borrower and the Services Provider under the Transaction Documents have been paid in full and the Collateral Agent has provided its written consent thereto. (c) Notwithstanding anything to the contrary herein, the power of attorney granted pursuant to this Section 13.10 shall only be effective after the occurrence of an Event of Defaulta Facility Termination Event.

Power of Attorney. (a) 17.1 The Borrower Chargor, by way of security and in order more fully to secure the performance of its obligations hereunder, hereby irrevocably appoints the Collateral Agent as and the persons deriving title under it jointly and also severally to be its true attorney to execute and lawful attorney (with full power of substitution) complete in its name, place and stead and at its expense, in connection with the enforcement of the rights and remedies provided for (and subject to the terms and conditions set forth) in this Agreement including without limitation the following powers: (i) to give any necessary receipts or acquittance for amounts collected or received hereunder, (ii) to make all necessary transfers favour of the Collateral Agent or its nominees or of any purchaser any documents which the Collateral Agent may from time to time require for perfecting its title to or for vesting any of the assets and property hereby charged or assigned in the Collateral Agent or its nominees or in any purchaser and to give effectual discharges for payments, to take and institute on non-payment (if the Collateral Agent in its sole discretion so decided or if acting upon the instructions of the Noteholders) all steps and proceedings in the name of the Chargor or of the Collateral Agent for the recovery of such moneys, property and assets hereby charged and to agree accounts and make allowances and give time or other indulgence to any surety or other person liable and otherwise generally for it and in its name and on its behalf and as its act and deed or otherwise execute, seal and deliver and otherwise perfect and do any such legal assignments and other assurances, charges, authorities and documents over the moneys, property and assets hereby charged, and all such deeds, instruments, acts and things (including, without limitation, those referred to in Section 9) which may be required for the full exercise of all or any of the powers conferred or which may be deemed proper on or in connection with any of the purposes aforesaid. Notwithstanding any other provision of this Section 17.1, such sale power shall not be exercisable by or other disposition made pursuant heretoon behalf of the Collateral Agent as the case may be until an Event of Default has occurred and is continuing. 17.2 The power hereby conferred shall be an irrevocable power of attorney and is given by way of security with respect to the Chargor’s obligations hereunder and the Chargor hereby ratifies and confirms and agrees to ratify and confirm any instrument, (iii) to execute and deliver for value all necessary act or appropriate bills of sale, assignments and other instruments in connection with thing which any such sale attorney may execute or other dispositiondo pursuant to Section 17.1. In relation to the power referred to herein, the Borrower hereby ratifying and confirming all that such attorney (or any substitute) shall lawfully do hereunder and pursuant hereto, and (iv) to sign any agreements, orders or other documents in connection with or pursuant to any Transaction Document. Nevertheless, if so requested exercise by the Collateral Agent (at the direction of the Agent), the Borrower such power shall ratify and confirm any such sale or other disposition by executing and delivering to the Collateral Agent all proper bills be conclusive evidence of sale, assignments, releases and other instruments as may be designated in any such request. (b) No person to whom this power of attorney is presented as authority for the Collateral Agent to take any action or actions contemplated by clause (a) shall inquire into or seek confirmation from the Borrower as to the authority of the Collateral Agent to take any action described below, or as to the existence of or fulfillment of any condition to the power of attorney described in clause (a), which is intended to grant to the Collateral Agent unconditionally the authority to take and perform the actions contemplated herein, and the Borrower irrevocably waives any its right to commence any suit or action, in law or equity, against any person or entity that acts in reliance upon or acknowledges exercise the authority granted under this power of attorney. The power of attorney granted in clause (a) is coupled with an interest and may not be revoked or canceled by the Borrower until all obligations of the Borrower under the Transaction Documents have been paid in full and the Collateral Agent has provided its written consent theretosame. (c) Notwithstanding anything to the contrary herein, the power of attorney granted pursuant to this Section 13.10 shall only be effective after the occurrence of an Event of Default.

Power of Attorney. (a) The Borrower In addition to the provisions in the preceding paragraph, Assignor does hereby irrevocably appoints the Collateral Agent constitute and appoint Company as its true and lawful attorney (with full power to receive, open and dispose of substitution) all mail addressed to Assignor; to endorse the name of Assignor upon all remittances payable to Assignor with respect to Accounts purchased hereunder; to sign and endorse the name of Assignor on any invoice, assignment of Accounts sold, claims, request for payment, finance statements in its namefavor of Company, place checks, drafts, money orders and stead any other instrument or document which will facilitate payment of any Account purchased hereunder. Also, Company shall have the right to collect any default account balance owed to Company by Assignor by endorsing/signing the Assignor’s signature and at its expense, in connection with the enforcement draw funds directly from any bank account of the rights Assignor; contact and remedies provided for (and subject to change any mailing address or payment method or routing information or wire transfer information from an Account Debtor, the terms and conditions set forth) in this Agreement including without limitation the following powers: (i) to give State Comptroller, State treasurer, or any necessary receipts or acquittance for amounts collected or received hereunder, (ii) to make all necessary transfers of the Collateral in connection with other debtor; open any such sale U.S. mail or other disposition made pursuant hereto, (iii) correspondence believed to execute and deliver for value all necessary or appropriate bills of sale, assignments and other be negotiable instruments in connection with any such sale or other disposition, the Borrower hereby ratifying and confirming all that such attorney (or any substitute) shall lawfully do hereunder and pursuant hereto, and (iv) to sign any agreements, orders or other documents in connection with relating to the fee declarations or pursuant account. Company shall have the right to notify any Transaction Document. Nevertheless, if so requested by the Collateral Agent (at the direction court or Account Debtor of the Agent)Assignors obligation and offset that obligation with any of Assignor’s accounts with said account Debtor. Assignor grants Company the right to contact the State Comptroller, the Borrower shall ratify and confirm U.S. Treasury, any such sale government or civilian entity, or other disposition by executing and delivering to the Collateral Agent all proper bills of sale, assignments, releases and other instruments as may be designated in any such request. (b) No person to whom this power of attorney is presented as authority for the Collateral Agent to take any action or actions contemplated by clause (a) shall inquire into or seek confirmation from the Borrower as to the authority of the Collateral Agent to take any action described below, or as to the existence of or fulfillment of any condition to the power of attorney described in clause (a), which is intended to grant to the Collateral Agent unconditionally the authority to take and perform the actions contemplated hereinAccount Debtor, and the Borrower irrevocably waives obtain from such party any right to commence any suit and all information said party may have about Assignor, either written or actionotherwise. Assignor shall hold Company and such party or Account Debtor harmless, in law and shall indemnify Company and said Account Debtor, loss, damage, expense, costs or equity, against any person or entity that acts in reliance upon or acknowledges the authority granted under attorney fees associated with this power of attorney. The It is understood that this power of attorney granted in clause (a) is coupled with an interest and may not be revoked or canceled by is irrevocable. Assignor further grants Company, at the Borrower until all obligations cost and expense of the Borrower under the Transaction Documents have been paid in full and the Collateral Agent has provided its written consent thereto. (c) Notwithstanding anything to the contrary hereinAssignor, the power of attorney granted pursuant to this Section 13.10 sign, file, and renew any UCC lien or other documents to protect Company and/or to give notice of Company’s lien on Assignor’s assets. Cost of any filings shall only be effective after the occurrence responsibility of an Event of DefaultAssignor, and Assignor agrees to pay all such costs directly or the cost shall be added to Assignor’s accounts and accrue interest at the contractual rate herein.

Power of Attorney. (a) The Borrower By executing this Subscription Agreement the Subscriber hereby irrevocably makes, constitutes and appoints the Collateral Agent as relevant Company or Companies with full power of substitution and resubstitution, its true and lawful attorney (with full power of substitution) attorney-in-fact, in its the Subscriber’s name, place and stead and at in any and all capacities for its expenseuse and benefit, in connection to approve, execute, acknowledge, swear to, file and record: (a) any and all filings required to be made by the Subscriber under the Exchange Act with the enforcement of the rights and remedies provided for (and subject to the terms and conditions set forth) in this Agreement including without limitation the following powers: (i) to give any necessary receipts or acquittance for amounts collected or received hereunder, (ii) to make all necessary transfers of the Collateral in connection with any such sale or other disposition made pursuant hereto, (iii) to execute and deliver for value all necessary or appropriate bills of sale, assignments and other instruments in connection with any such sale or other disposition, the Borrower hereby ratifying and confirming all that such attorney (or any substitute) shall lawfully do hereunder and pursuant hereto, and (iv) to sign any agreements, orders or other documents in connection with or pursuant respect to any Transaction Document. Nevertheless, if so requested of a Company’s securities that may be deemed to be beneficially owned by the Collateral Agent (at Subscriber under the direction of the Agent), the Borrower shall ratify and confirm any such sale or other disposition by executing and delivering to the Collateral Agent all proper bills of sale, assignments, releases and other instruments as may be designated in any such request.Exchange Act; (b) No person all certificates and other instruments deemed advisable by a Company in order for the Company to whom enter into any borrowing or other financing arrangement, including any Subscription Facility, and to grant any pledge or other security interest, including over the Subscriber’s Commitment or Shares, in connection therewith; (c) all certificates and other instruments deemed advisable by a Company to comply with the provisions of this Subscription Agreement and applicable law or regulation to permit the Company to become or to continue as a BDC; (d) all conveyances and other instruments necessary or appropriate to effect the dissolution and liquidation of a Company including, but not limited to, any shareholder vote to effect the same; (e) all other instruments or papers not inconsistent with the terms of this Subscription Agreement that may be required by law to be filed on behalf of a Company; (f) the conversion of a Company from a Delaware limited liability company to a Delaware corporation in connection with, before or following the Company’s election to be regulated as a BDC under the Investment Company Act; and (g) any amendment or modification to any of the foregoing and all other certificates, instruments and documents which said attorney-in-fact determines in its sole discretion are necessary or desirable to effectuate the provisions of this Subscription Agreement or any Other Subscription Agreements and the purposes of a Company. It is expressly acknowledged by the Subscriber that the foregoing power of attorney is presented as authority for the Collateral Agent to take any action or actions contemplated by clause (a) shall inquire into or seek confirmation from the Borrower as to the authority of the Collateral Agent to take any action described below, or as to the existence of or fulfillment of any condition to the power of attorney described in clause (a), which is intended to grant to the Collateral Agent unconditionally the authority to take and perform the actions contemplated herein, and the Borrower irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity that acts in reliance upon or acknowledges the authority granted under this power of attorney. The power of attorney granted in clause (a) is coupled with an interest and may not be revoked shall survive death or canceled by the Borrower until all obligations legal incapacity of the Borrower under the Transaction Documents have been paid in full Subscriber, and the Collateral Agent has provided its written consent thereto. (c) Notwithstanding anything to the contrary herein, the is irrevocable. Such power of attorney granted pursuant may be exercised by said attorney-in-fact either by signing separately as attorney-in-fact for each of the Investors or by listing all the Investors with a single signature as attorney-in-fact for all of them. Such power of attorney shall survive the termination or dissolution of the Subscriber or any transfer or assignment of its interest in the relevant Company; provided, however, that such power of attorney shall so survive only to the extent necessary to enable said attorney-in-fact to effect substitution (if approved by the Company) of the Subscriber’s successor-in-interest. Assignee hereby waives any and all defenses which may be available to contest, negate or disaffirm the actions of said attorney-in-fact taken in good faith under such power of attorney. This power of attorney does not supersede the terms of this Section 13.10 Subscription Agreement or any written agreement between the relevant Company and the Subscriber nor is it to be used to deprive the Subscriber of its rights as a Shareholder, and is intended only to provide a simplified system for execution of documents. The Subscriber shall only be effective execute and deliver to the relevant Company, within five days after the occurrence receipt of an Event a request therefor, such confirmatory powers of Defaultattorney as the Company may request.

Power of Attorney. (a) The Borrower undersigned hereby irrevocably appoints constitutes, and empowers to act alone, the Collateral Agent Board, as the undersigned's attorney-in-fact with authority to execute, acknowledge and swear to all instruments and file all documents requisite to carry out the intention and purpose of this Subscription Agreement and Power of Attorney, including without limitation, the Company's Operating Agreement, all amendments to the Operating Agreement and any schedules thereto effected in accordance with the Operating Agreement, all amendments to the Certificate of Formation filed with the Delaware Secretary of State and the Operating Agreement and all business certificates and other certificates and amendments thereto to be executed and/or filed from time to time in accordance with applicable laws. This Power of Attorney authorizes the Board to appoint its true substitute under this Power of Attorney. The foregoing appointment shall be deemed to be a power coupled with an interest in recognition of the fact that each of the members will be relying upon the power of the manager to act as contemplated in the Operating Agreement in such filing and lawful other action by it on behalf of the Company. The foregoing power of attorney shall be irrevocable and shall survive the incapacity, bankruptcy, insolvency, death, dissolution or termination of the undersigned. The undersigned acknowledges that the terms of the Operating Agreement permit certain amendments to the Operating Agreement, the schedules thereto and the articles of organization to be effected and certain other actions to be taken or omitted by, or with respect to, the Company, in each case with the approval of less than all the members. If, and when (i) such an amendment is proposed or such an action is proposed to be taken or omitted by, or with respect to, the Company which requires, under the terms of the Operating Agreement, actual consent of less than all the members, and (ii) the consent of those members whose consent is required has been given in the manner contemplated by the Operating Agreement, then each non-consenting member agrees that the attorney-in-fact specified above, with full power of substitution) , is hereby authorized and empowered to make, swear to, verify, deliver, record, file and/or publish, for and on behalf of such non-consenting member, and in its such member's name, place and stead stead, any and at its expense, in connection with the enforcement of the rights all instruments and remedies provided for (and subject to the terms and conditions set forth) in this Agreement including without limitation the following powers: (i) to give any necessary receipts or acquittance for amounts collected or received hereunder, (ii) to make all necessary transfers of the Collateral in connection with any such sale or other disposition made pursuant hereto, (iii) to execute and deliver for value all documents which may be necessary or appropriate bills of sale, assignments under Delaware law and any and all other instruments in connection with any applicable laws and regulations to permit such sale amendment to be lawfully made or other disposition, the Borrower hereby ratifying action lawfully taken or omitted. Each consenting and confirming all non-consenting member is fully aware that such attorney (member and each other member had executed this, or any substitute) shall lawfully do hereunder a similar, Power of Attorney and pursuant hereto, and (iv) that each member will rely on the effectiveness of such powers with a view to sign any agreements, orders or other documents in connection with or pursuant to any Transaction Document. Nevertheless, if so requested by the Collateral Agent (at the direction orderly administration of the Agent), the Borrower shall ratify and confirm any such sale or other disposition by executing and delivering to the Collateral Agent all proper bills of sale, assignments, releases and other instruments as may be designated in any such requestCompany's affairs. (b) No person to whom this power of attorney is presented as authority for the Collateral Agent to take any action or actions contemplated by clause (a) shall inquire into or seek confirmation from the Borrower as to the authority of the Collateral Agent to take any action described below, or as to the existence of or fulfillment of any condition to the power of attorney described in clause (a), which is intended to grant to the Collateral Agent unconditionally the authority to take and perform the actions contemplated herein, and the Borrower irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity that acts in reliance upon or acknowledges the authority granted under this power of attorney. The power of attorney granted in clause (a) is coupled with an interest and may not be revoked or canceled by the Borrower until all obligations of the Borrower under the Transaction Documents have been paid in full and the Collateral Agent has provided its written consent thereto. (c) Notwithstanding anything to the contrary herein, the power of attorney granted pursuant to this Section 13.10 shall only be effective after the occurrence of an Event of Default.

Power of Attorney. (a) The Borrower In addition to all of the powers granted to the Trustee pursuant to the Indenture, the Pledgor hereby irrevocably appoints and constitutes the Collateral Agent Trustee as its true and lawful attorney the Pledgor's attorney-in-fact (with full power of substitution) ), with full authority in its name, the place and stead of the Pledgor and at its expensein the name of the Pledgor or otherwise, from time to time in the Trustee's reasonable discretion to take any action and to execute any instrument that the Trustee may deem necessary or advisable to accomplish the purposes of this Pledge Agreement, including, without limitation: (a) to ask for, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral, (b) to receive, indorse and collect any drafts or other instruments, documents and chattel paper, in connection with the enforcement of the rights and remedies provided for clause (and subject to the terms and conditions set fortha) in this Agreement including without limitation the following powers: above, (ic) to give file any necessary receipts claims or acquittance for amounts collected or received hereunder, (ii) to make all necessary transfers of the Collateral in connection with any such sale or other disposition made pursuant hereto, (iii) to execute and deliver for value all necessary or appropriate bills of sale, assignments and other instruments in connection with any such sale or other disposition, the Borrower hereby ratifying and confirming all that such attorney (or any substitute) shall lawfully do hereunder and pursuant hereto, and (iv) to sign any agreements, orders or other documents in connection with or pursuant to any Transaction Document. Nevertheless, if so requested by the Collateral Agent (at the direction of the Agent), the Borrower shall ratify and confirm any such sale or other disposition by executing and delivering to the Collateral Agent all proper bills of sale, assignments, releases and other instruments as may be designated in any such request. (b) No person to whom this power of attorney is presented as authority for the Collateral Agent to take any action or actions contemplated by clause (a) shall inquire into institute any proceedings that the Trustee may reasonably deem necessary or seek confirmation from desirable for the Borrower as to the authority collection of any of the Collateral Agent or otherwise to enforce the rights of the Trustee with respect to any of the Collateral, and (d) to pay or discharge taxes or Liens levied or placed upon the Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by the Trustee in its sole reasonable discretion, and such payments made by the Trustee to become part of the Obligations of the Pledgor to the Trustee, due and payable immediately upon demand; PROVIDED, HOWEVER, that the Trustee shall have no obligation to perform any of the foregoing actions. The Trustee's authority under this Section 11 shall include, without limitation, the authority to endorse and negotiate any checks or instruments representing proceeds of Collateral in the name of the Pledgor, execute and give receipt for any certificate of ownership or any document constituting Collateral, transfer title to any item of Collateral, sign the Pledgor's name on all financing statements (to the extent permitted by applicable law) or any other documents reasonably deemed necessary or appropriate by the Trustee to preserve, protect or perfect the security interest in the Collateral and to file the same, prepare, file and sign the Pledgor's name on any notice of Lien, and to take any action described below, other actions arising from or as incident to the existence of or fulfillment of any condition powers granted to the Trustee in this Pledge Agreement. This power of attorney described in clause (a), which is intended to grant to the Collateral Agent unconditionally the authority to take and perform the actions contemplated herein, and the Borrower irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity that acts in reliance upon or acknowledges the authority granted under this power of attorney. The power of attorney granted in clause (a) is coupled with an interest and may not be revoked or canceled is irrevocable by the Borrower until all obligations of the Borrower under the Transaction Documents have been paid in full and the Collateral Agent has provided its written consent theretoPledgor. (c) Notwithstanding anything to the contrary herein, the power of attorney granted pursuant to this Section 13.10 shall only be effective after the occurrence of an Event of Default.

Power of Attorney. (a) 6.1 The Borrower Mortgagor, by way of security for the payment of the Secured Obligations and the performance of its obligations under this Mortgage and the Finance Documents, hereby irrevocably appoints the Collateral Agent as Mortgagee (whether or not a Receiver or administrator has been appointed) and any Receiver separately to be its true and lawful attorney (with full power of substitutionto appoint substitutes and to delegate) with power in its name, place name and stead and at on its expense, in connection with the enforcement of the rights and remedies provided for (and subject to the terms and conditions set forth) in this Agreement including without limitation the following powers: (i) to give any necessary receipts or acquittance for amounts collected or received hereunder, (ii) to make all necessary transfers of the Collateral in connection with any such sale or other disposition made pursuant hereto, (iii) to execute and deliver for value all necessary or appropriate bills of sale, assignments and other instruments in connection with any such sale or other disposition, the Borrower hereby ratifying and confirming all that such attorney (or any substitute) shall lawfully do hereunder and pursuant heretobehalf, and as its act and deed or otherwise at any time and from time to time, to: (iva) to sign any agreementssign, orders or other documents in connection with or pursuant to any Transaction Document. Neverthelessseal, if so requested by the Collateral Agent (at the direction of the Agent)execute, the Borrower shall ratify deliver and confirm any such sale or other disposition by executing and delivering to the Collateral Agent complete all proper bills of saletransfers, renunciations, proxies, mandates, assignments, releases deeds and other instruments as documents and do all acts and things which the Mortgagee may consider to be designated in any such request.necessary or advisable to perfect or improve its security over the Mortgaged Shares; or (b) No person to whom this power of attorney is presented as authority for the Collateral Agent to take any action or actions contemplated by clause (a) shall inquire into or seek confirmation from the Borrower as give proper effect to the authority intent and purposes of the Collateral Agent to take any action described below, or as to the existence of or fulfillment of any condition to the power of attorney described in clause (a), which is intended to grant to the Collateral Agent unconditionally the authority to take and perform the actions contemplated herein, and the Borrower irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity that acts in reliance upon or acknowledges the authority granted under this power of attorney. The power of attorney granted in clause (a) is coupled with an interest and may not be revoked or canceled by the Borrower until all obligations of the Borrower under the Transaction Documents have been paid in full and the Collateral Agent has provided its written consent thereto.Mortgage; (c) Notwithstanding anything to give any instruction under the contrary herein, rules and practices of any relevant system; (d) enable or assist in any way in the exercise of any right or the enforcement thereof including any power of sale of the Mortgaged Shares (whether arising under this Mortgage or implied by statute or otherwise); and (e) perform any other act of any description, which may be required of the Mortgagor under this Mortgage or may be deemed by such attorney granted pursuant necessary or desirable for any purpose of this Mortgage or to this Section 13.10 shall only constitute, enhance or perfect the security intended to be effective after constituted by it or to convey or transfer legal ownership of any Mortgaged Shares, provided that unless and until the occurrence of an Event of DefaultDefault (and for so long as the same continues) the Mortgagee may not do anything pursuant to this appointment. 6.2 The Mortgagor ratifies and confirms all acts done by any attorney in the exercise or purported exercise of this power of attorney. 6.3 All sums expended by the Mortgagee or any Receiver under this Clause shall be recoverable from the Mortgagor in accordance with the terms of this Mortgage.

Power of Attorney. (a) Lender is hereby irrevocably appointed and authenticated by Borrower as its lawful attorney and agent in fact to file, authenticate or execute financing statements and other documents and agreements as Lender may deem necessary for the purpose of perfecting any security interests, mortgages or liens under any applicable law. The Borrower hereby irrevocably appoints the Collateral Agent as its true and lawful attorney (with full grants a power of substitution) in its nameattorney to Lender to endorse the Borrower's name on checks, place notes, acceptances, drafts and stead any other documents or instruments requiring the Borrower's endorsement, to change the address where the Borrower's mail should be sent and at its expense, in connection with to open all mail and to do such other acts and things necessary to effectuate the enforcement purposes of the rights and remedies provided for (and subject to this Agreement when so permitted by the terms of this Agreement. All acts by Lender or its designee are hereby ratified and conditions set forth) approved, and neither Lender, nor its designee, is to be liable for any acts of omission or commission, or for any error of judgment or mistake unless the result of gross negligence or willful misconduct. The powers of attorney granted to Lender in this Agreement including without limitation the following powers: (i) to give any necessary receipts or acquittance for amounts collected or received hereunder, (ii) to make all necessary transfers of the Collateral in connection with any such sale or other disposition made pursuant hereto, (iii) to execute and deliver for value all necessary or appropriate bills of sale, assignments and other instruments in connection with any such sale or other disposition, the Borrower hereby ratifying and confirming all that such attorney (or any substitute) shall lawfully do hereunder and pursuant hereto, and (iv) to sign any agreements, orders or other documents in connection with or pursuant to any Transaction Document. Nevertheless, if so requested by the Collateral Agent (at the direction of the Agent), the Borrower shall ratify and confirm any such sale or other disposition by executing and delivering to the Collateral Agent all proper bills of sale, assignments, releases and other instruments as may be designated in any such request. (b) No person to whom this power of attorney is presented as authority for the Collateral Agent to take any action or actions contemplated by clause (a) shall inquire into or seek confirmation from the Borrower as to the authority of the Collateral Agent to take any action described below, or as to the existence of or fulfillment of any condition to the power of attorney described in clause (a), which is intended to grant to the Collateral Agent unconditionally the authority to take and perform the actions contemplated herein, and the Borrower irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity that acts in reliance upon or acknowledges the authority granted under this power of attorney. The power of attorney granted in clause (a) is are coupled with an interest and are irrevocable during the term of this Agreement. Whenever Lender deems it desirable that any legal action be instituted with respect to any Collateral or that any other extraordinary action be taken in an attempt to effectuate collection of any Collateral, Lender may not be revoked reassign the item in question to the Borrower (without recourse to Lender) and require the Borrower to proceed with such legal or canceled other action, at the Borrower's sole liability, cost and expense, in which event all amounts collected by the Borrower until all obligations on such items are to, nevertheless, be treated as proceeds of the Borrower under the Transaction Documents have been paid in full and the Collateral Agent has provided its written consent theretoCollateral. (c) Notwithstanding anything to the contrary herein, the power of attorney granted pursuant to this Section 13.10 shall only be effective after the occurrence of an Event of Default.

Power of Attorney. Upon the occurrence and during the continuance of an Event of Default (a) The Borrower does hereby irrevocably appoints the Collateral Agent as make, constitute and appoint Lender or any of its officers or designees its true and lawful attorney (attorney-in-fact with full power in the name of substitutionLender, such other Person or Borrower to receive, open and dispose of all mail addressed to Borrower, and to endorse any notes, checks, drafts, money orders or other evidences of payment relating to the Collateral and (from and after the First Amendment Effective Date) in its nameInventory Collateral that may come into the possession of Lender with full power and right to cause the mail of such Persons to be transferred to Lender’s own offices or otherwise, place and stead to do any and at its expense, in connection with all other acts necessary or proper to carry out the enforcement intent of this Credit Agreement and the grant of the rights security interests hereunder and remedies provided for under the Fundamental Documents, and Borrower does hereby ratify and confirm all that Lender or its substitutes shall properly do by virtue hereof, and (b) Borrower does hereby further irrevocably make, constitute and subject to appoint Lender or any of its officers or designees its true and lawful attorney-in-fact in the terms and conditions set forth) in this Agreement including without limitation the following powers: name of Lender, such other Person or Borrower (i) to give any necessary receipts or acquittance enforce all of Borrower’s rights under and pursuant to all agreements with respect to the Collateral and (from and after the First Amendment Effective Date) Inventory Collateral, all for amounts collected or received hereunderthe sole benefit of Lender, (ii) to make all enter into and perform such agreements as may be necessary transfers in order to carry out the terms, covenants and conditions of the Collateral in connection with any such sale Fundamental Documents that are required to be observed or other disposition made pursuant heretoperformed by Borrower, (iii) to execute such other and deliver further mortgages, pledges and assignments of the Collateral and (from and after the First Amendment Effective Date) Inventory Collateral, and related instruments or agreements, as Lender may reasonably require for value all necessary the purpose of perfecting, protecting, maintaining or appropriate bills of sale, assignments and other instruments in connection with any such sale or other disposition, enforcing the Borrower hereby ratifying and confirming all that such attorney (or any substitute) shall lawfully do security interests granted to Lender hereunder and pursuant heretounder the other Fundamental Documents, and (iv) to sign do any agreements, orders and all other things necessary or other documents in connection with or pursuant proper to any Transaction Document. Nevertheless, if so requested by carry out the Collateral Agent (at intention of this Credit Agreement and the direction grant of the Agent), security interests hereunder and under the other Fundamental Documents. The Borrower hereby ratifies and confirms in advance all that Lender as such attorney-in-fact or its substitutes shall ratify and confirm any such sale or other disposition properly do by executing and delivering to the Collateral Agent all proper bills virtue of sale, assignments, releases and other instruments as may be designated in any such request. (b) No person to whom this power of attorney is presented as authority for in accordance with the Collateral Agent to take any action or actions contemplated by clause (a) shall inquire into or seek confirmation from the Borrower as to the authority of the Collateral Agent to take any action described below, or as to the existence of or fulfillment of any condition to the power of attorney described in clause (a), which is intended to grant to the Collateral Agent unconditionally the authority to take and perform the actions contemplated herein, and the Borrower irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity that acts in reliance upon or acknowledges the authority granted under this power of attorney. The power of attorney granted in clause (a) is coupled with an interest and may not be revoked or canceled by the Borrower until all obligations of the Borrower under the Transaction Documents have been paid in full and the Collateral Agent has provided its written consent theretoterms hereof. (c) Notwithstanding anything to the contrary herein, the power of attorney granted pursuant to this Section 13.10 shall only be effective after the occurrence of an Event of Default.

Power of Attorney. (a) Each of the Borrower and Holdings irrevocably authorizes the Calculation Agent and the Administrative Agent and appoints the Calculation Agent and the Administrative Agent, as applicable, as its attorney-in-fact (each of the Administrative Agent and the Calculation Agent, in such capacities, an "Attorney"), to act on its behalf with respect to the actions described in paragraph (c) of this Section 11.17. (b) No person shall inquire into or seek confirmation from the Borrower or Holdings, as applicable, as to the authority of Attorney to take any action described in this Section 11.17, or as to the existence of or fulfillment of any condition, which is intended to grant to Attorney unconditionally the authority to take and perform the actions contemplated herein, and the Borrower and Holdings, as applicable, irrevocably waives any claim against any person or entity that acts in reliance upon or acknowledges the authority granted under this Section 11.17. The power of attorney granted hereby is coupled with an interest and may not be revoked or canceled by either the Borrower or Holdings until the Facility Termination Date. (c) With effect after the occurrence and during the continuance of an Event of Default, both the Borrower and Holdings, hereby irrevocably appoints the Collateral Agent as its true constitute and lawful attorney appoint Attorney (with full power of substitution) in its nameand all officers, place and stead and at its expenseemployees or agents designated by Attorney), solely in connection with the enforcement of the rights and remedies provided of the Administrative Agent (on behalf of the Secured Parties), the Lenders and the other Secured Parties under this Agreement and the other Transaction Documents, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the Borrower's and Holding's, as applicable, place and stead and at the Borrower's and Holding's, as applicable, expense and in the Borrower's and Holding's, as applicable, name or in Attorney's own name, from time to time in Attorney's discretion, to take any and all appropriate action and to execute and deliver any and all documents and instruments that may be necessary or desirable to accomplish the purposes of this Agreement and the other Transaction Documents, and, without limiting the generality of the foregoing, hereby grants to (i) in the case of clauses (a), (b), (c), (g), (j) and (k) below, the Calculation Agent and (ii) in the case of clauses (d), (e), (f), (h), (i) and (l), each Attorney, the power and right, on its behalf, without notice to or assent by it, to do the following, but only after the occurrence and during the continuance of an Event of Default, each in accordance with this Agreement and the other Transaction Documents: (a) open mail for the Borrower's and Holding's, as applicable, and ask, demand, collect, give acquittances and receipts for, take possession of, or endorse and receive payment of, any checks, drafts, notes, acceptances, or other instruments for the payment of moneys due, and sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, and notices; (b) effect any repairs to any of the Borrower's and subject Holding's, as applicable, assets, or continue or obtain any insurance and pay all or any part of the premiums therefor and costs thereof, and make, settle and adjust all claims under such policies of insurance, and make all determinations and decisions with respect to such policies; (c) pay or discharge any taxes, Liens, or other encumbrances levied or placed on or threatened against the Borrower and Holding, as applicable, or the Borrower's and Holding's, as applicable, property; (d) to the terms extent related to the Collateral and conditions set forththe transactions contemplated by the Transaction Documents, defend any suit, action or proceeding brought against the Borrower and Holding, as applicable, if the Borrower and Holding, as applicable, does not defend such suit, action or proceeding or if Attorney reasonably believes that it is not pursuing such defense in a manner that will maximize the recovery to Attorney, and settle, compromise or adjust any suit, action, or proceeding described above and, in connection therewith, give such discharges or releases as Attorney may deem appropriate; (e) to the extent related to any Collateral, file or prosecute any claim, litigation, suit or proceeding in this Agreement including without limitation any court of competent jurisdiction or before any arbitrator, or take any other action otherwise deemed appropriate by Attorney for the following powers: purpose of collecting any and all such moneys due to the Borrower and Holding, as applicable, whenever payable and to enforce any other right in respect of the Borrower's and Holding's, as applicable, property; (if) to the extent related to any Collateral, sell, transfer, pledge, make any agreement with respect to, or otherwise deal with, any of the Borrower's and Holding's, as applicable, property, and execute, in connection with such sale or action, any endorsements, assignments or other instruments of conveyance or transfer in connection therewith; (g) to give any necessary receipts or acquittance for amounts collected or received hereunder, under this Agreement; (iih) to make all necessary transfers of the Collateral in connection with any such sale or other disposition made pursuant hereto, to this Agreement; (iiii) to execute and deliver for value all necessary or appropriate bills of sale, assignments and other instruments in connection with any such sale or other dispositiondisposition of the Collateral, the Borrower and Holding, as applicable, hereby ratifying and confirming all that such attorney Attorney (or any substitute) shall lawfully do or cause to be done hereunder and pursuant hereto, and ; (ivj) to send such notification forms as the Attorney deems appropriate to give notice to Obligors of the Secured Parties' interest in the Collateral; (k) to sign any agreements, orders or other documents in connection with or pursuant to any Transaction Document. Nevertheless, if so requested ; (l) to cause the certified public accountants then engaged by the Collateral Borrower and Holding, as applicable, to prepare and deliver to the Calculation Agent at any time and from time to time, promptly upon the Calculation Agent's request, any reports required to be prepared by or on behalf of the Borrower and Holding, as applicable, under the Transaction Documents, all as though the Calculation Agent were the absolute owner of the Borrower's and Holding's, as applicable, property for all purposes, and (m) to do, at Attorney's option and the Borrower's and Holding's, as applicable, expense, at any time or from time to time, all acts and other things that Attorney reasonably deems necessary or desirable (as determined by the Administrative Agent acting at the direction of the Majority Lenders) to perfect and maintain the perfection of and the priority of the interest of the Administrative Agent, for the benefit of the Secured Parties, in the Collateral, or realize upon the Collateral and the Liens of the Administrative Agent, for the benefit of the Secured Parties, thereon (including without limitation the execution and filing of UCC financing statements and continuation statements as provided by the terms of this Agreement or any other Transaction Document), all as fully and effectively as the Borrower shall ratify and confirm any such sale or other disposition by executing and delivering to the Collateral Agent all proper bills of saleHolding, assignmentsas applicable, releases and other instruments as may be designated in any such request. (b) No person to whom this power of attorney is presented as authority for the Collateral Agent to take any action or actions contemplated by clause (a) shall inquire into or seek confirmation from the Borrower as to the authority of the Collateral Agent to take any action described below, or as to the existence of or fulfillment of any condition to the power of attorney described in clause (a), which is intended to grant to the Collateral Agent unconditionally the authority to take and perform the actions contemplated herein, and the Borrower irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity that acts in reliance upon or acknowledges the authority granted under this power of attorneymight do. The power of attorney granted in clause (a) This appointment is coupled with an interest and may not be revoked or canceled by the Borrower until all obligations of the Borrower under the Transaction Documents have been paid in full and the Collateral Agent has provided its written consent theretois irrevocable. (c) Notwithstanding anything to the contrary herein, the power of attorney granted pursuant to this Section 13.10 shall only be effective after the occurrence of an Event of Default.

Power of Attorney. (a) The Borrower In addition to all of the powers granted to the Collateral Agent pursuant to Section 14.4 of the Indenture, the Pledgor hereby irrevocably appoints and constitutes the Collateral Agent as its true and lawful attorney (with full power the Pledgor's attorney-in-fact to exercise all of substitution) in its name, place and stead the following powers upon and at its expense, any time after the occurrence and during the continuance of an Event of Default (as defined in connection with the enforcement of the rights and remedies provided for (and subject to the terms and conditions set forth) in this Agreement including without limitation the following powers: Indenture): (i) to give collection of proceeds of any necessary receipts or acquittance for amounts collected or received hereunder, Pledged Collateral; (ii) conveyance of any item of Pledged Collateral to make all necessary transfers of the Collateral in connection with any such sale or other disposition made pursuant hereto, purchaser thereof; (iii) to execute and deliver for value all necessary giving of any notices or appropriate bills recording of sale, assignments and other instruments in connection with any such sale or other disposition, the Borrower hereby ratifying and confirming all that such attorney (or any substitute) shall lawfully do hereunder and pursuant hereto, and Liens under Section 5 hereof; (iv) making of any payments or taking any acts under Section 9 hereof; and (v) paying or discharging taxes or Liens levied or placed upon or threatened against the Pledged Collateral, the legality or validity thereof and the amounts necessary to sign any agreements, orders or other documents in connection with or pursuant discharge the same to any Transaction Document. Nevertheless, if so requested be determined by the Collateral Agent (at in its sole discretion, and such payments made by the direction Collateral Agent to become the obligations of the Pledgor to the Collateral Agent), due and payable immediately without demand. The Collateral Agent's authority hereunder shall include, without limitation, the Borrower shall ratify authority to endorse and confirm negotiate, for the Collateral Agent's own account, any such sale checks or instruments in the name of the Pledgor, execute and give receipt for any certificate of ownership or any document, transfer title to any item of Pledged Collateral, sign the Pledgor's name on all financing statements or any other disposition by executing documents deemed necessary or appropriate to preserve, protect or perfect the security interest in the Pledged Collateral and delivering to file the same, prepare, file and sign the Pledgor's name on any notice of Lien, and prepare, file and sign the Pledgor's name on a proof of claim in bankruptcy or similar document against any customer of the Pledgor, and to take any other actions arising from or incident to the powers granted to the Collateral Agent all proper bills of sale, assignments, releases and other instruments as may be designated in any such request. (b) No person to whom this Agreement. This power of attorney is presented as authority for the Collateral Agent to take any action or actions contemplated by clause (a) shall inquire into or seek confirmation from the Borrower as to the authority of the Collateral Agent to take any action described below, or as to the existence of or fulfillment of any condition to the power of attorney described in clause (a), which is intended to grant to the Collateral Agent unconditionally the authority to take and perform the actions contemplated herein, and the Borrower irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity that acts in reliance upon or acknowledges the authority granted under this power of attorney. The power of attorney granted in clause (a) is coupled with an interest and may not be revoked or canceled is irrevocable by the Borrower until all obligations of the Borrower under the Transaction Documents have been paid in full and the Collateral Agent has provided its written consent theretoPledgor. (c) Notwithstanding anything to the contrary herein, the power of attorney granted pursuant to this Section 13.10 shall only be effective after the occurrence of an Event of Default.

Power of Attorney. (a) The Borrower hereby irrevocably appoints the Collateral Agent as its true and lawful attorney (with full power of substitution) in its name, place and stead and at its expense, in connection with the enforcement of the rights and remedies provided for (and subject to the terms and conditions set forth) in this Agreement including without limitation the following powers: (i) to give any necessary receipts or acquittance for amounts collected or received hereunder, (ii) to make all necessary transfers of the Collateral in connection with any such sale or other disposition made pursuant hereto, (iii) to execute and deliver for value all necessary or appropriate bills of sale, assignments and other instruments in connection with any such sale or other disposition, the Borrower hereby ratifying and confirming all that such attorney (or any substitute) shall lawfully do hereunder and pursuant hereto, and (iv) to sign any agreements, orders or other documents in connection with or pursuant to any Transaction Document. Nevertheless, if so requested by the Collateral Agent (at the direction of the Facility Agent), the Borrower shall ratify and confirm any such sale or other disposition by executing and delivering to the Collateral Agent all proper bills of sale, assignments, releases and other instruments as may be designated in any such request. (ba) No person to whom this power of attorney is presented as authority for the Collateral Agent to take any action or actions contemplated by clause (a) shall inquire into or seek confirmation from the Borrower as to the authority of the Collateral Agent to take any action described below, or as to the existence of or fulfillment of any condition to the power of attorney described in clause (a), which is intended to grant to the Collateral Agent unconditionally the authority to take and perform the actions contemplated herein, and the Borrower irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity that acts in reliance upon or acknowledges the authority granted under this power of attorney. The power of attorney granted in clause (a) is coupled with an interest and may not be revoked or canceled by the Borrower until all obligations of the Borrower under the Transaction Documents have been paid in full and the Collateral Agent has provided its written consent thereto. (cb) Notwithstanding anything to the contrary herein, the power of attorney granted pursuant to this Section 13.10 shall only be effective after the occurrence of an Event of Defaulta Facility Termination Event.

Power of Attorney. (a) The Borrower hereby irrevocably appoints the Collateral Administrative Agent as its true and lawful attorney (with full power of substitution) in its name, place and stead and at its expense, in connection with the enforcement of the rights and remedies provided for (and subject to the terms and conditions set forth) in this Agreement including without limitation the following powers: (i) to give any necessary receipts or acquittance for amounts collected or received hereunder, (ii) to make all necessary transfers of the Collateral in connection with any such sale or other disposition made pursuant hereto, (iii) to execute and deliver for value all necessary or appropriate bills of sale, assignments and other instruments in connection with any such sale or other disposition, the Borrower hereby ratifying and confirming all that such attorney (or any substitute) shall lawfully do hereunder and pursuant hereto, and (iv) to sign any agreements, orders or other documents in connection with or pursuant to any Transaction DocumentFacility Document and (v) to exercise directly the Collateral Manager’s rights and obligations under this Agreement, including the exercise of rights set forth in Section 6.02(b), if and to the extent that the Collateral Manager has not complied with any direction given by the Administrative Agent in accordance with this Agreement within three (3) Business Days after the Business Day on which such direction was given to the Collateral Manager; provided that no such direction or lapse of time shall be required after the occurrence and during the continuance of a Collateral Manager Default. Nevertheless, if so requested by the Collateral Agent (at the direction of the Administrative Agent), the Borrower shall ratify and confirm any such sale or other disposition by executing and delivering to the Collateral Administrative Agent all proper bills of sale, assignments, releases and other instruments as may be designated in any such request. (b) No person to whom this power of attorney is presented as authority for the Collateral Administrative Agent to take any action or actions contemplated by clause (a) shall inquire into or seek confirmation from the Borrower as to the authority of the Collateral Administrative Agent to take any action described below, or as to the existence of or fulfillment of any condition to the power of attorney described in clause (a), which is intended to grant to the Collateral Administrative Agent unconditionally the authority to take and perform the actions contemplated herein, and to the extent permitted by Applicable Law, the Borrower irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity that acts in reliance upon or acknowledges the authority granted under this power of attorney. The power of attorney granted in clause (a) is coupled with an interest and may not be revoked or canceled by the Borrower until all obligations of the Borrower under the Transaction Facility Documents have been paid Paid in full Full and the Collateral Administrative Agent has provided its written consent thereto. (c) Notwithstanding anything to the contrary herein, the power of attorney granted pursuant to this Section 13.10 6.03 shall only be effective exercisable after the occurrence and during the continuance of an Event of Default.

Power of Attorney. (a) The Borrower Pledgor hereby irrevocably appoints and constitutes the Collateral Agent as its true and lawful attorney (with full power of substitution) in its name, place and stead and at its expense, in connection with the enforcement Pledgor's attorney-in-fact to exercise all of the rights and remedies provided for (and following powers, subject to the terms receipt of any necessary regulatory approval, upon the occurrence and conditions set forthduring the continuance of an Event of Default with respect to which a Default Notice has been delivered to the Collateral Agent in accordance with Section 12(e) in this Agreement including without limitation the following powershereof: (i) to give collection of proceeds of any necessary receipts or acquittance for amounts collected or received hereunder, Collateral; (ii) conveyance of any item of Collateral to make all necessary transfers of the Collateral in connection with any such sale or other disposition made pursuant hereto, purchaser thereof; (iii) to execute and deliver for value all necessary giving of any notices or appropriate bills recording of sale, assignments and other instruments in connection with any such sale or other disposition, the Borrower hereby ratifying and confirming all that such attorney (or any substitute) shall lawfully do hereunder and pursuant hereto, and Liens under Section 5 hereof; (iv) making of any payments or taking any acts under Section 9 hereof and (v) paying or discharging taxes or Liens levied or placed upon or threatened against the Collateral, the legality or validity thereof and the amounts necessary to sign any agreements, orders or other documents discharge the same to be determined in connection with or pursuant to any Transaction Document. Nevertheless, if so requested good faith by the Collateral Agent in its sole discretion; (at vi) defend any suit, action or proceeding brought against the direction Pledgor with respect to any Collateral; and (vii) exercise any of the rights set forth in Sections 6 and 12, make any agreement with respect to the Collateral or otherwise deal with any Collateral as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes. At the Collateral Agent)'s request, the Borrower Majority Holders, acting through the Trustee in the case of the Securities and through the Additional Debtholders (or, if applicable, the Additional Secured Debt Agent) in the case of the Additional Secured Debt, shall ratify and confirm any such sale or other disposition by executing and delivering provide written directions to the Collateral Agent all proper bills with respect to the taking of sale, assignments, releases and other instruments as may be designated in any such request. (b) No person actions under this Section 8. The Collateral Agent's authority hereunder shall include, without limitation, the authority to whom this power execute and give receipt for any certificate of attorney is presented as authority for ownership relating to the Collateral, transfer title to any item of Collateral, sign the Pledgor's name on all financing statements or any other documents deemed necessary or appropriate to preserve, protect or perfect the security interest in the Collateral Agent and to file the same, prepare, file and sign the Pledgor's name on any notice of Lien, and to take any action other actions arising from or actions contemplated by clause (a) shall inquire into or seek confirmation from the Borrower as incident to the authority of the Collateral Agent to take any action described below, or as to the existence of or fulfillment of any condition to the power of attorney described in clause (a), which is intended to grant powers granted to the Collateral Agent unconditionally the authority to take and perform the actions contemplated herein, and the Borrower irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity that acts in reliance upon or acknowledges the authority granted under this power of attorneyAgreement. The This power of attorney granted in clause (a) is coupled with an interest and may not be revoked or canceled is irrevocable by the Borrower until all obligations of the Borrower under the Transaction Documents have been paid in full and the Collateral Agent has provided its written consent theretoPledgor. (c) Notwithstanding anything to the contrary herein, the power of attorney granted pursuant to this Section 13.10 shall only be effective after the occurrence of an Event of Default.

Power of Attorney. (a) The Borrower hereby irrevocably appoints In the Collateral Agent as its true and lawful attorney (event this Margin facility is terminated or deemed terminated under this Agreement, or in case of death or incapacity or when a petition for bankruptcy or for the appointment of a receiver or conservator, or similar petition, is filed by or against the Client, or in the event the Client fails to deliver the required margin cover or otherwise fail to comply with full power of substitution) this Agreement, or whenever in its namediscretion, place COL and/or the Executing Broker deems it necessary for its protection and stead notifies the Client of such finding, all amounts owing to COL and/or the Executing Broker under the Margin line or any margin credit hereunder shall be immediately due and at its expense, in connection with the enforcement of the rights and remedies provided for (and subject to the terms and conditions set forth) payable without demand or notice other than as specified in this Agreement including without limitation the following powers: (i) to give any necessary receipts or acquittance for amounts collected or received hereunder, (ii) to make all necessary transfers of the Collateral in connection with any such sale or other disposition made pursuant hereto, (iii) to execute and deliver for value all necessary or appropriate bills of sale, assignments and other instruments in connection with any such sale or other disposition, the Borrower hereby ratifying and confirming all that such attorney (or any substitute) shall lawfully do hereunder and pursuant heretoparagraph, and (iv) COL and/or the Executing Broker shall be deemed to sign any agreementshave, orders or other documents in connection with or pursuant to any Transaction Document. Neverthelessand is hereby granted, if so requested by the Collateral Agent (at the direction of the Agent), the Borrower shall ratify and confirm any such sale or other disposition by executing and delivering to the Collateral Agent all proper bills of sale, assignments, releases and other instruments as may be designated in any such request. (b) No person to whom this an irrevocable power of attorney is presented as authority (coupled with interest) to do the following on the Client’s behalf: a. To sell any or all of the indentured securities which may be in the possession of COL and/or the Executing Broker or which COL and/or the Executing Broker may be carrying for the Collateral Agent Client, either individually or jointly with others. COL and/or the Executing Broker shall, in case of any such sale, be entitled to take any action or actions contemplated by clause (a) shall inquire into or seek confirmation from deficiency in case the Borrower as to the authority net proceeds of the Collateral Agent sale are less than the Client’s obligations which deficiency the Client, his successors or assigns shall remit to take any action described below, or as to the existence of or fulfillment of any condition to the power of attorney described in clause (a), which is intended to grant to the Collateral Agent unconditionally the authority to take and perform the actions contemplated hereinCOL upon demand, and the Borrower irrevocably waives any right to commence any suit or actionClient shall, in law or equityat all times, against any person or entity that acts in reliance upon or acknowledges be liable for the authority granted under this power of attorney. The power of attorney granted in clause (a) is coupled with an interest and may not be revoked or canceled by the Borrower until all obligations payment of the Borrower full account of any obligations owing under the Transaction Documents have been paid Margin line and for any deficiency remaining thereunder in full and the Collateral Agent has provided its written consent event the liquidation thereof in whole or in part by anyone of the parties thereto.; (c) Notwithstanding anything b. To buy any or all securities of which the Account may be short; c. To cancel any outstanding orders in order to close out the Account in whole or in part, or in order to close out any commitments made in the Client’s behalf; and d. To apply to the contrary hereinpayment of any of the obligations under the Margin Line, any funds, securities, or things of value belonging to the power Client which may now or hereafter be in the possession or control or COL and/or the Executing Broker. Any such sales or purchases provided in this paragraph may be made at the discretion of attorney granted COL and/or the Executing Broker at markets where such business is usually transacted, or at public auction or private sale. Further, COL and/or the Executing Broker have the discretion to choose which security in the Margin Account will be liquidated or sold pursuant to this Section 13.10 shall only be effective after the occurrence of an Event of Defaultparagraph.

Power of Attorney. (a) The Borrower Effective on the Closing Date, Seller hereby irrevocably constitutes and appoints Buyer and its successors, legal representatives and assigns the Collateral Agent as its true and lawful attorney (attorneys of Seller, with full power of substitution) in its name, place and stead and at its expense, in connection with the enforcement name of Seller or Buyer, but on behalf of and for the benefit of Buyer and its successors, legal representatives and assigns: (a) to demand and receive from time to time any and all of the rights Purchased Assets and remedies provided for (and subject to the terms and conditions set forth) in this Agreement including without limitation the following powers: (i) to give any necessary receipts or acquittance for amounts collected or received hereunder, (ii) to make all necessary transfers endorsements and give receipts and releases for and in respect of the Collateral in connection with same and any such sale or other disposition made pursuant hereto, (iii) to execute and deliver for value all necessary or appropriate bills of sale, assignments and other instruments in connection with any such sale or other disposition, the Borrower hereby ratifying and confirming all that such attorney (or any substitute) shall lawfully do hereunder and pursuant hereto, and (iv) to sign any agreements, orders or other documents in connection with or pursuant to any Transaction Document. Nevertheless, if so requested by the Collateral Agent (at the direction of the Agent), the Borrower shall ratify and confirm any such sale or other disposition by executing and delivering to the Collateral Agent all proper bills of sale, assignments, releases and other instruments as may be designated in any such request. part thereof; (b) No person to whom this power institute, prosecute, compromise and settle any and all proceedings at law, in equity or otherwise that Buyer and its successors, legal representatives or assigns may deem proper in order to collect, assert or enforce any claim, right or title of attorney is presented as authority for any kind in or to the Collateral Agent Purchased Assets; (c) to take defend any action or actions contemplated by clause all actions, suits or proceedings in respect of any of the Purchased Assets; and (d) to do all such acts and things in relation to the matters set forth in the preceding clauses (a) through (c) as Buyer and its successors, legal representatives or assigns shall inquire into or seek confirmation from deem desirable. Seller hereby agrees that the Borrower as to the authority of the Collateral Agent to take any action described below, or as to the existence of or fulfillment of any condition to the power of attorney described in clause (a), which is intended to grant to the Collateral Agent unconditionally the authority to take and perform the actions contemplated herein, appointment hereby made and the Borrower irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity that acts in reliance upon or acknowledges the authority powers hereby granted under this power of attorney. The power of attorney granted in clause (a) is are coupled with an interest and may not are and shall be revoked irrevocable by it in any manner or canceled by for any reason. After the Borrower until Closing Date, Buyer shall have the right to receive and open all obligations of the Borrower under the Transaction Documents have been paid in full mail, packages and the Collateral Agent has provided its written consent thereto. (c) Notwithstanding anything other communications addressed to Seller and relating to the contrary hereinPurchased Assets, and Seller agrees promptly to deliver to Buyer any such mail, packages or other communications received directly or indirectly by Seller. Buyer shall promptly deliver to Seller all mail, packages and other communications received by it which relate to Seller but do not relate to the power of attorney granted pursuant to this Section 13.10 shall only be effective after the occurrence of an Event of DefaultPurchased Assets.

Power of Attorney. (a) The Borrower For the consideration aforesaid the Assignor hereby irrevocably appoints the Collateral Agent as its true Assignee or any other authorised officer of the Assignee to be his attorney in his name and lawful attorney (with full power of substitution) in its name, place and stead and at its expense, in connection on his behalf to deal with the enforcement of the Property in any manner whatsoever and to enforce all rights and remedies provided for (under the Sale and subject Purchase Agreement, the Related Documents and this Assignment or any of them and to do all other things as fully and effectually as the Assignor could himself do in connection therewith and in particular but without prejudice to the terms generality of the foregoing to accept a transfer of the Property from the vendor. the proprietor and/or the developer upon issuance of the individual document of title to the Property or to charge the Property to the Assignee as security for the monies secured hereby or to assign, sell, let, lease or demise the Property or any part thereof and conditions set forth) in this Agreement including without limitation the following powers: (i) to do all whatsoever acts and to execute all whatsoever documents so as to give effect to such assignment, transfer, charge, sale, assignment, letting, lease or disposition or which the Assignee may deem necessary on any necessary receipts or acquittance for amounts collected or received hereunder, (ii) to make all necessary transfers sale by the Assignee of the Collateral Assignor's rights, title and interest in the Property under the power of sale conferred by this Assignment and to give a good receipt for the purchase monies received and also to do and perform all whatsoever acts matters and things necessary or expedient for the registration of any instrument in connection therewith including the instruments of transfer and/or charge as fully and effectually as the Assignor could himself do if the Assignor were personally present with any such sale or other disposition made pursuant hereto, (iii) to execute and deliver power for value all necessary or appropriate bills of sale, assignments and other instruments in connection with any such sale or other disposition, the Borrower hereby ratifying and confirming all that such attorney (to substitute and appoint one or more attorneys under him for all or any substitute) of the purposes aforesaid as he shall think fit. The Assignor hereby agrees and undertakes at all times hereafter to ratify and confirm whatsoever the said attorney of his attorney or attorneys shall lawfully do hereunder or cause to be done in and pursuant hereto, and (iv) to sign any agreements, orders or other documents in connection with or pursuant to any Transaction Document. Nevertheless, if so requested concerning the Property by the Collateral Agent (at the direction virtue of the Agent), the Borrower shall ratify and confirm any such sale or other disposition by executing and delivering to the Collateral Agent all proper bills of sale, assignments, releases and other instruments as may be designated in any such requestthis instrument. (b) No person to whom this power of attorney is presented as authority for the Collateral Agent to take any action or actions contemplated by clause (a) shall inquire into or seek confirmation from the Borrower as to the authority of the Collateral Agent to take any action described below, or as to the existence of or fulfillment of any condition to the power of attorney described in clause (a), which is intended to grant to the Collateral Agent unconditionally the authority to take and perform the actions contemplated herein, and the Borrower irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity that acts in reliance upon or acknowledges the authority granted under this power of attorney. The power of attorney granted in clause (a) is coupled with an interest and may not be revoked or canceled by the Borrower until all obligations of the Borrower under the Transaction Documents have been paid in full and the Collateral Agent has provided its written consent thereto. (c) Notwithstanding anything to the contrary herein, the power of attorney granted pursuant to this Section 13.10 shall only be effective after the occurrence of an Event of Default.

Power of Attorney. (a) The Borrower Each Loan Party and the Servicer hereby irrevocably appoints appoints, upon the occurrence (whether by declaration or automatic occurrence) and during the continuation of an Event of Default, the Collateral Agent as its true and lawful attorney (with full power of substitution) in its name, place and stead and at its expenseexpense (at the direction of the Facility Agent), in connection with the enforcement of the rights and remedies provided for (and subject to the terms and conditions set forth) forth in this Agreement including without limitation the following powers: (i) to give any necessary receipts or acquittance for amounts collected or received hereunder, (ii) to make all necessary transfers of the Collateral in connection with any such sale or other disposition made pursuant hereto, (iii) to execute and deliver for value all necessary or appropriate bills of sale, assignments and other instruments in connection with any such sale or other disposition, such Loan Party and the Borrower Servicer hereby ratifying and confirming all that such attorney (or any substitute) shall lawfully do hereunder and pursuant hereto, and (iv) to sign any agreements, orders or other documents in connection with or pursuant to any Transaction Document. Nevertheless, if so requested by the Collateral Agent Agent, subject to Section 13.3(c) above, such Loan Party, upon five (at 5) days’ notice from the direction of the Collateral Agent), the Borrower shall ratify and confirm any such sale or other disposition by executing and delivering to the Collateral Agent all proper bills of sale, assignments, releases and other instruments as may be designated in any such request. (b) No person to whom this power of attorney is presented as authority for the Collateral Agent to take any action or actions contemplated by clause (a) shall inquire into or seek confirmation from such Loan Party or the Borrower Servicer as to the authority of the Collateral Agent to take any action described below, or as to the existence of or fulfillment of any condition to the power of attorney described in clause (a), which is intended to grant to the Collateral Agent unconditionally the authority to take and perform the actions contemplated herein, and each Loan Party and the Borrower Servicer irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity that Person that, in good faith, acts in reliance upon or acknowledges the authority expressly granted under this power of attorney. The power of attorney granted in clause (a) is coupled with an interest and may not be revoked or canceled by such Loan Party or the Borrower Servicer until all Obligations (other than contingent obligations for which no claim has been made) of the Borrower such Loan Party under the Transaction Documents have been paid in full and the Collateral Agent has provided its written consent thereto. (c) Notwithstanding anything to the contrary herein, the power of attorney granted pursuant to this Section 13.10 shall only be effective after the occurrence and during the continuation of an Event of DefaultDefault and subject to the rights of the Purchasing Parties set forth in the Side Letter.

Power of Attorney. (a) For valuable consideration and by way of security for the interest of RLSSQ in the performance of the obligations owed by the Trainer to RLSSQ under this Agreement, the Trainer irrevocably appoint jointly and each of them severally: (i) RLSSQ; and (ii) any director for the time being of RLSSQ; and (iii) any officer or attorney for the time being of RLSSQ who has been authorised by the board of RLSSQ, to be the attorney or attorneys of the Trainer to: (1) do all acts and things which the Trainer is obliged to do or which RLSSQ is empowered or authorised to do under this Agreement including to execute and sign any of the instruments referred to in this Agreement and to procure such instruments to be registered; and (2) from time to time appoint and revoke a substitute or substitutes, and the Trainer agree to ratify and confirm all and whatever the attorney or attorneys or any substitute or substitutes lawfully do or cause to be done for that purpose. The attorney or attorneys may act irrespective of any conflict of interest and/or duty that may arise. (a) The Borrower hereby irrevocably appoints the Collateral Agent as its true and lawful attorney (with full Trainer agree this power of substitution) attorney is irrevocable and remains in its name, place full force and stead effect until the obligations owed by the Trainer and at its expense, in connection with the enforcement of the rights and remedies provided for (and subject Guarantor to the terms and conditions set forth) in RLSSQ under this Agreement including without limitation the following powers: (i) to give any necessary receipts or acquittance for amounts collected or received hereunder, (ii) to make all necessary transfers of the Collateral in connection with any such sale or other disposition made pursuant hereto, (iii) to execute and deliver for value all necessary or appropriate bills of sale, assignments and other instruments in connection with any such sale or other disposition, the Borrower hereby ratifying and confirming all that such attorney (or any substitute) shall lawfully do hereunder and pursuant hereto, and (iv) to sign any agreements, orders or other documents in connection with or pursuant to any Transaction Document. Nevertheless, if so requested by the Collateral Agent (at the direction of the Agent), the Borrower shall ratify and confirm any such sale or other disposition by executing and delivering to the Collateral Agent all proper bills of sale, assignments, releases and other instruments as may be designated in any such requestare discharged. (b) No person to whom this power of attorney is presented as authority for Upon the Collateral Agent to take any action or actions contemplated by clause (a) shall inquire into or seek confirmation from the Borrower as to the authority of the Collateral Agent to take any action described below, or as to the existence of or fulfillment exercise of any condition to power or authority contained or implied in this Agreement, including the power of attorney described in conferred on RLSSQ by sub- clause (a), which is intended no person dealing with RLSSQ or any attorney appointed under this Agreement shall be bound to grant inquire: (i) whether any event of default has occurred; (ii) whether this Agreement has been repudiated by the Trainer and such repudiation accepted by RLSSQ; (iii) as to the Collateral Agent unconditionally due appointment of any attorney; or (iv) otherwise as to the propriety or regularity of the exercise of any power or authority to take and perform the actions contemplated herein, and the Borrower irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity that acts in reliance upon or acknowledges the authority granted under this Agreement. No such person shall be affected by notice, express or otherwise, that any such exercise is unnecessary or improper. Notwithstanding any irregularity or impropriety in the power or authority, its exercise shall as regard the protection of attorney. The other persons be deemed authorised by that power of attorney granted in clause (a) is coupled with an interest and may not authority and shall be revoked or canceled by the Borrower until all obligations of the Borrower under the Transaction Documents have been paid in full valid and the Collateral Agent has provided its written consent theretoeffectual accordingly. (c) Notwithstanding anything to the contrary hereinIf requested by RLSSQ, the Trainer must, at their own expense, promptly execute and sign (not by way of electronic communication) before a qualified witness and deliver to RLSSQ a power of attorney granted pursuant form prepared by RLSSQ containing the provisions of this clause. (d) The Trainer agrees to pay to RLSSQ all legal costs on a full indemnity (solicitor and own client) basis which RLSSQ incurs in giving effect to this Section 13.10 shall only be effective after clause. 24. APPROVED COURSES & TRAINING (a) RLSSQ may from time to time allow the occurrence Trainer to deliver training in accordance with this Agreement, and in accordance with our Policies and Procedures that may apply from time to time. (b) The training that the Trainer is authorised to deliver is outlined in Part 5 of an Event this Agreement. RLSSQ may at any time: • alter the courses and units of Defaultcompetence that the Trainer can deliver, • add new courses or units of competence that the Trainer can deliver, and/or • withdraw courses or units of competence that the Trainer is able to deliver. (c) RLSSQ will provide written notice to the Trainer when there is any variation to the Courses that the Trainer is authorised to deliver. 25.

Power of Attorney. (a) The Each of the Borrower and the Servicer hereby irrevocably appoints the Collateral Agent as its true and lawful attorney (with full power of substitution) in its name, place and stead and at its expenseexpense (at the direction of the Facility Agent), in connection with the enforcement of the rights and remedies provided for (and subject to the terms and conditions set forth) in this Agreement including without limitation the following powers: (i) to give any necessary receipts or acquittance for amounts collected or received hereunder, (ii) to make all necessary transfers of the Collateral in connection with any such sale or other disposition made pursuant hereto, (iii) to execute and deliver for value all necessary or appropriate bills of sale, assignments and other instruments in connection with any such sale or other disposition, the Borrower and the Servicer hereby ratifying and confirming all that such attorney (or any substitute) shall lawfully do hereunder and pursuant hereto, and (iv) to sign any agreements, orders or other documents in connection with or pursuant to any Transaction Document. Nevertheless, if so requested by the Collateral Agent (at the direction of the Agent), the Borrower shall ratify and confirm any such sale or other disposition by executing and delivering to the Collateral Agent all proper bills of sale, assignments, releases and other instruments as may be designated in any such request. (b) No person to whom this power of attorney is presented as authority for the Collateral Agent to take any action or actions contemplated by clause (a) shall inquire into or seek confirmation from the Borrower or the Servicer as to the authority of the Collateral Agent to take any action described below, or as to the existence of or fulfillment of any condition to the power of attorney described in clause (a), which is intended to grant to the Collateral Agent unconditionally the authority to take and perform the actions contemplated herein, and each of the Borrower and the Servicer irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity that acts in reliance upon or acknowledges the authority granted under this power of attorney. The power of attorney granted in clause (a) is coupled with an interest and may not be revoked or canceled by the Borrower or the Servicer until all obligations of each of the Borrower and the Servicer under the Transaction Documents have been paid in full (other than any contingent obligations that is not then due and the Collateral Agent has provided its written consent theretopayable). (c) Notwithstanding anything to the contrary herein, the power of attorney granted pursuant to this Section 13.10 shall only be effective after the occurrence and during the continuance of an Event of Default.

Power of Attorney. (a) The Each of the Borrower and the Servicer hereby irrevocably appoints the Collateral Agent as its true and lawful attorney attorney-in-fact (with full power of substitution) in its name, place and stead and at its expense, in connection with the enforcement of the rights and remedies provided for (and subject to the terms and conditions set forth) in this Agreement including without limitation the following powers: (i) to give any necessary receipts or acquittance for amounts collected or received hereunder, (ii) to make all necessary transfers of the Collateral in connection with any such sale or other disposition made pursuant hereto, (iii) to execute and deliver for value all necessary or appropriate bills of sale, assignments and other instruments in connection with any such sale or other disposition, the Borrower and the Servicer hereby ratifying and confirming all that such attorney (or any substitute) shall lawfully do hereunder and pursuant hereto, and (iv) to sign any agreements, orders or other documents in connection with or pursuant to any Transaction Document. Nevertheless, if so requested by the Collateral Agent (at the direction of the Agent), the Borrower shall ratify and confirm any such sale or other disposition by executing and delivering to the Collateral Agent all proper bills of sale, assignments, releases and other instruments as may be designated in any such request. (b) No person to whom this power of attorney is presented as authority for the Collateral Agent to take any action or actions contemplated by clause (a) shall inquire into or seek confirmation from the Borrower or the Servicer as to the authority of the Collateral Agent to take any action described below, or as to the existence of or fulfillment of any condition to the power of attorney described in clause (a), which is intended to grant to the Collateral Agent unconditionally the authority to take and perform the actions contemplated herein, and each of the Borrower and the Servicer irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity that acts in reliance upon or acknowledges the authority granted under this power of attorney. The power of attorney granted in clause (a) is coupled with an interest and may not be revoked or canceled by the Borrower or the Servicer until all obligations of each of the Borrower and the Servicer under the Transaction Documents have been paid in full and the Collateral Agent has provided its written consent thereto. (c) Notwithstanding anything to the contrary herein, the power of attorney granted pursuant to this Section 13.10 shall only be effective after the occurrence of an Event of Default.

Power of Attorney. This Power of Attorney is executed and delivered by Stratus Media Group, Inc., a Nevada corporation, Pro Sports & Entertainment, Inc., a California corporation, and Stratus Rewards, LLC, a Delaware limited liability company (a) The Borrower hereby irrevocably appoints the “Grantors”), to Xxxxx Xxxxx, an individual, or his designee (hereinafter referred to as “Attorney”), as Collateral Agent for the benefit of Collateral Agent and the Investors, under the Purchase Agreement and the Security Agreement, all dated as its true and lawful attorney (with full power of substitution) in its nameMay 24, place and stead and at its expense2011, in connection with the enforcement of the rights and remedies provided for (and subject to the terms and conditions set forth) in this Agreement including without limitation the following powers: (i) to give any necessary receipts or acquittance for amounts collected or received hereunder, (ii) to make all necessary transfers of the Collateral in connection with any such sale or other disposition made pursuant hereto, (iii) to execute and deliver for value all necessary or appropriate bills of sale, assignments and other instruments in connection with any such sale or other disposition, related documents (the Borrower hereby ratifying and confirming all that such attorney (or any substitute) shall lawfully do hereunder and pursuant hereto, and (iv) to sign any agreements, orders or other documents in connection with or pursuant to any “Transaction DocumentDocuments”). Nevertheless, if so requested by the Collateral Agent (at the direction of the Agent), the Borrower shall ratify and confirm any such sale or other disposition by executing and delivering to the Collateral Agent all proper bills of sale, assignments, releases and other instruments as may be designated in any such request. (b) No person to whom this power Power of attorney Attorney is presented presented, as authority for the Collateral Agent Attorney to take any action or actions contemplated by clause hereby, shall be required (aincluding in respect of clauses (d) shall and (e) in the next succeeding paragraph) to inquire into or seek confirmation from the Borrower Grantors as to the authority of the Collateral Agent Attorney to take any action described below, or as to the existence of or fulfillment of any condition to the power this Power of attorney described in clause (a)Attorney, which is intended to grant to the Collateral Agent Attorney unconditionally the authority to take and perform the actions contemplated herein, and the Borrower irrevocably waives Grantors irrevocable waive any right to commence any suit or action, in law or equity, against any person or entity that which acts in reliance upon or acknowledges the authority granted under this power Power of attorneyAttorney. The power of attorney granted in clause (a) hereby is coupled with an interest interest, and may not be revoked or canceled by Grantors without Attorney’s written consent. Each Grantor hereby irrevocably constitutes and appoints Attorney (and all officers, employees or agents designated by Attorney), with full power of substitution, as such Grantor’s true and lawful attorney-in-fact with full irrevocable power and authority in the Borrower until place and stead of such Grantor and in the name of such Grantor or in its own name, from time to time in Attorney’s discretion, to take any and all obligations appropriate action and to execute and deliver any and all documents and instruments which may be necessary or desirable to accomplish the purposes of the Borrower under the Transaction Documents have been paid and, without limiting the generality of the foregoing, such Grantor hereby grants to Attorney the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, (other than in full connection with a change of address as specified in clause (a), as to which Attorney shall use commercially reasonable efforts to give such Grantor concurrent notice thereof provided that failure to do so will not affect Attorney’s rights hereunder, and at any time, to do the following: (a) change the mailing address of such Grantor, open a post office box on behalf of such Grantor, open mail for such Grantor, and ask, demand, collect, give acquittances and receipts for, take possession of, endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, and notices in connection with any property of such Grantor; (b) effect any repairs to any asset of such Grantor, or continue or obtain any insurance and pay all or any part of the premiums therefor and costs thereof, and make, settle and adjust all claims under such policies of insurance, and make all determinations and decisions with respect to such policies; (c) pay or discharge any taxes, liens, security interests, or other encumbrances levied or placed on or threatened against such Grantor or its property; (d) defend any suit, action or proceeding brought against such Grantor if such Grantor does not defend such suit, action or proceeding or if Attorney believes that such Grantor is not pursuing such defense in a manner that will maximize the recovery to Attorney, and settle, compromise or adjust any suit, action, or proceeding described above and, in connection therewith, give such discharges or releases as Attorney may deem appropriate, provided that in connection with the foregoing Attorney shall act in a manner consistent with the terms of the Notes to the extent explicitly covered thereby; (e) file or prosecute any claim, litigation, suit or proceeding in any court of competent jurisdiction or before any arbitrator, or take any other action otherwise deemed appropriate by Attorney for the purpose of collecting any and all such moneys due to such Grantor whenever payable and to enforce any other right in respect of such Grantor’s property provided, in the case of any such claim, litigation, suit or proceeding relating to product liability insurance Attorney shall act in a manner consistent with the terms of the Notes to the extent explicitly covered thereby; (f) cause the certified public accountants then engaged by such Grantor to prepare and deliver to Attorney at any time and from time to time, promptly upon Attorney’s request, the following reports: (1) a reconciliation of all accounts, (2) an aging of all accounts, (3) trial balances, (4) test verifications of such accounts as Attorney may request, and (5) the results of each physical verification of inventory; (g) communicate in its own name with any party to any Contract with regard to the assignment of the right, title and interest of such Grantor in and under the Contracts and other matters relating thereto; (h) to file such financing statements with respect to the Security Agreement, with or without such Grantor’s signature, or to file a photocopy of the Security Agreement in substitution for a financing statement, as the Collateral Agent has may deem appropriate and to execute in such Grantor’s name such financing statements and amendments thereto and continuation statements which may require such Grantor’s signature; and (i) execute, in connection with any sale provided its written consent thereto. (c) Notwithstanding anything for in any Transaction Document, any endorsements, assignments or other instruments of conveyance or transfer with respect to the contrary hereinCollateral and to otherwise direct such sale or resale, all as though Attorney were the power absolute owner of attorney granted pursuant the property of such Grantor for all purposes, and to this Section 13.10 do, at Attorney’s option and such Grantor’s expense, at any time or from time to time, all acts and other things that Attorney reasonably deems necessary to perfect, preserve, or realize upon such Grantor’s property or assets and Attorney’s Liens thereon, all as fully and effectively as such Grantor might do. Each Grantor hereby ratifies, to the extent permitted by law, all that said Attorney shall only lawfully do or cause to be effective after the occurrence of an Event of Defaultdone by virtue hereof.

Power of Attorney. (a) The Borrower Collateral Agent is hereby irrevocably appoints appointed the Collateral Agent as its true and lawful attorney (of the Pledgor with full power of substitution) and authority, in its name, place the name and stead and at its expense, in connection with the enforcement of the rights and remedies provided for (and subject Pledgor, to do all of the terms and conditions set forth) in this Agreement including without limitation the following powersfollowing: (i) to give upon any necessary receipts delivery or acquittance sale of all or any part of any Collateral made either under the power of delivery or sale given hereunder or under judgment or decree in any judicial proceedings for amounts collected foreclosure or received hereunderotherwise for the enforcement of this Collateral Agreement, (ii) to make all necessary transfers deeds, bills of sale and instruments of assignment, transfer or conveyance of the property thus delivered or sold; (ii) upon the occurrence of an Adjustment Event while any shares of Common Stock are Pledged Items, to take any necessary actions with respect to such shares of Common Stock to cause the Pledged Items to conform to the requirements of this Agreement following the occurrence of the Adjustment Event, including, without limitation, the tender of shares of Common Stock and the sale of property (other than Reported Securities) received in respect of Common Stock. For such purposes the Collateral in connection with any such sale or other disposition made pursuant hereto, (iii) to Agent may execute and deliver for value all necessary or appropriate bills documents and instruments. This power of saleattorney shall be deemed coupled with an interest, assignments and other instruments in connection with any such sale or other disposition, the Borrower Pledgor hereby ratifying ratifies and confirming confirms all that his attorneys acting under such attorney (power, or any substitute) such attorneys' successors or agents, shall lawfully do hereunder and pursuant hereto, and (iv) to sign any agreements, orders or other documents in connection with or pursuant to any Transaction Documentby virtue of this Collateral Agreement. Nevertheless, if If so requested by the Collateral Agent (at Agent, by the direction Trustees or by any purchaser of the Agent)Collateral or a portion thereof, the Borrower Pledgor shall further ratify and confirm any such delivery or sale or other disposition by executing and delivering to the Collateral Agent Agent, to the Trustees or to such purchaser or purchasers at the expense of the Pledgor all proper deeds, bills of sale, assignmentsinstruments of assignment, conveyance of transfer and releases and other instruments as may be designated in any such request. (b) No person to whom this power . The Pledgor's obligations and authorizations hereunder shall not be terminated by operation of attorney is presented as authority for the Collateral Agent to take any action or actions contemplated by clause (a) shall inquire into or seek confirmation from the Borrower as to the authority of the Collateral Agent to take any action described below, or as to the existence of or fulfillment of any condition to the power of attorney described in clause (a), which is intended to grant to the Collateral Agent unconditionally the authority to take and perform the actions contemplated herein, and the Borrower irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity that acts in reliance upon or acknowledges the authority granted under this power of attorney. The power of attorney granted in clause (a) is coupled with an interest and may not be revoked or canceled by the Borrower until all obligations of the Borrower under the Transaction Documents have been paid in full and the Collateral Agent has provided its written consent thereto. (c) Notwithstanding anything to the contrary herein, the power of attorney granted pursuant to this Section 13.10 shall only be effective after the occurrence of an Event any event whatsoever, including the death or disability of Defaultthe Pledgor, or the occurrence of any other event.

Power of Attorney. (a) The Each of the Borrower and the Servicer hereby irrevocably appoints the Collateral Agent as its true and lawful attorney (with full power of substitution) in its name, place and stead and at its expenseexpense (at the direction of the Facility Agent), in connection with the enforcement of the rights and remedies provided for (and subject to the terms and conditions set forth) in this Agreement including without limitation the following powers: (i) to give any necessary receipts or acquittance for amounts collected or received hereunder, (ii) to make all necessary transfers of the Collateral in connection with any such sale or other disposition made pursuant hereto, (iii) to execute and deliver for value all necessary or appropriate bills of sale, assignments and other instruments in connection with any such sale or other disposition, the Borrower and the Servicer hereby ratifying and confirming all that such attorney (or any substitute) shall lawfully do hereunder and pursuant hereto, and (iv) to sign any agreements, orders or other documents in connection with or pursuant to any Transaction Document. Nevertheless, if so requested by the Collateral Agent (at the direction of the Agent), the Borrower shall ratify and confirm any such sale or other disposition by executing and delivering to the Collateral Agent all proper bills of sale, assignments, releases and other instruments as may be designated in any such request. (b) No person to whom this power of attorney is presented as authority for the Collateral Agent to take any action or actions contemplated by clause (a) shall inquire into or seek confirmation from the Borrower or the Servicer as to the authority of the Collateral Agent to take any action described below, or as to the existence of or fulfillment of any condition to the power of attorney described in clause (a), which is intended to grant to the Collateral Agent unconditionally the authority to take and perform the actions contemplated herein, and each of the Borrower and the Servicer irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity that acts in reliance upon or acknowledges the authority granted under this power of attorney. The power of attorney granted in clause (a) is coupled with an interest and may not be revoked or canceled by the Borrower or the Servicer until all obligations of each of the Borrower and the Servicer under the Transaction Documents have been paid in full and the Collateral Agent (acting at the direction of the Facility Agent) has provided its written consent thereto. (c) Notwithstanding anything to the contrary herein, the power of attorney granted pursuant to this Section 13.10 shall only be effective after the occurrence of an Event of Default.

Power of Attorney. (a) The Borrower hereby irrevocably appoints the Collateral Agent as its true and lawful attorney (with full power of substitution) in its name, place and stead and at its expense, in connection with the enforcement of the rights and remedies provided for (and subject to the terms and conditions set forth) in this Agreement including without limitation the following powers: (i) to give any necessary receipts or acquittance for amounts collected or received hereunder, (ii) to make all necessary transfers of the Collateral in connection with any such sale or other disposition made pursuant hereto, (iii) to execute and deliver for value all necessary or appropriate bills of sale, assignments and other instruments in connection with any such sale or other disposition, the Borrower hereby ratifying and confirming all that such attorney (or any substitute) shall lawfully do hereunder and pursuant hereto, and (iv) to sign any agreements, orders or other documents in connection with or pursuant to any Transaction Document. Nevertheless, if so requested by the Collateral Agent (at the direction of the Agent), the Borrower shall ratify and confirm any such sale or other disposition by executing and delivering to the Collateral Agent all proper bills of sale, assignments, releases and other instruments as may be designated in any such request. (b) No person to whom this power of attorney is presented as authority for the Collateral Agent to take any action or actions contemplated by clause (a) shall inquire into or seek confirmation from the Borrower as to the authority of the Collateral Agent to take any action described below, or as to the existence of or fulfillment of any condition to the power of attorney described in clause (a), which is intended to grant to the Collateral Agent unconditionally the authority to take and perform the actions contemplated herein, and the Borrower irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity that acts in reliance upon or acknowledges the authority granted under this power of attorney. The power of attorney granted in clause (a) is coupled with an interest and may not be revoked or canceled by the Borrower until all obligations of the Borrower under the Transaction Documents have been paid in full and the Collateral Agent has provided its written consent thereto. (c) Notwithstanding anything to the contrary herein, the power of attorney granted pursuant to this Section 13.10 shall only be effective after Upon the occurrence of an Event of Default, ----------------- Borrower hereby constitutes and appoints Bank its true and lawful attorney in fact with the power and authority, including full power of substitution, as follows: (i) To take possession of the Property and complete the Improvements. (ii) To use any of Borrower's Funds and any Bond proceeds which may remain undisbursed under the Indenture for the purpose of completing the Improvements and for other costs related thereto. (iii) To make such additions and changes and corrections in the Plans as may be necessary or desirable as Bank in its sole discretion deems proper to complete the Improvements. (iv) To employ such contractors, subcontractors and agents, architects and inspectors as are required to complete the Improvements. (v) To employ security personnel to protect the Property and Improvements from injury. (vi) To pay, settle or compromise all existing bills and claims against Borrower's Funds or any Bond proceeds which may remain undisbursed under the Indenture or as may be necessary or desirable, as Bank in its sole discretion deems proper, for the completion of the Improvements or for protection or clearance of title to the Property and Personal Property or for the protection of Bank's interest with respect thereto. (vii) To prosecute and defend all actions and proceedings in connection with the construction of the Improvements. (viii) As Bank in its sole discretion deems proper, to execute, acknowledge, and deliver all instruments and documents in the name of Borrower which may be necessary or desirable to do and to do any and every act with respect to the construction of the Improvements which Borrower might do on its own behalf. This Power of Attorney is a power coupled with an interest and cannot be revoked and any costs or expenses incurred by Bank in connection with any acts by Bank under or pursuant to this Section 9(f) shall be at the cost and expense of Borrower, repayable on demand by Borrower to Bank with interest thereon at the Default Rate, with any such advances made or costs or expenses incurred by Bank to be secured by the Deed of Trust and the Borrower Agreements.

Power of Attorney. (a) The Borrower Pledgor hereby irrevocably appoints and constitutes the Collateral Agent as its true and lawful attorney (the Pledgor's attorney-in-fact with full power of substitution) in its name, place and stead substitution to exercise to the fullest extent permitted by law all of the following powers upon and at its expense, in connection with any time after the enforcement occurrence and during the continuance of the rights and remedies provided for (and subject to the terms and conditions set forth) in this Agreement including without limitation the following powers: an Event of Default: (i) to give collection of proceeds of any necessary receipts or acquittance for amounts collected or received hereunder, Collateral; (ii) conveyance of any item of Collateral to make all necessary transfers of the Collateral in connection with any such sale or other disposition made pursuant hereto, purchaser thereof as specified herein; (iii) giving of any notices or recording of any Liens pursuant to execute and deliver for value all necessary or appropriate bills of sale, assignments and other instruments in connection with any such sale or other disposition, the Borrower hereby ratifying and confirming all that such attorney (or any substitute) shall lawfully do hereunder and pursuant hereto, and Section 7 hereof; (iv) to sign making any agreements, orders payments or other documents in connection with or taking any acts pursuant to any Transaction Document. NeverthelessSection 10 hereof; (v) paying or discharging taxes or Liens levied or placed upon the Collateral, if so requested the legality or validity thereof and the amounts necessary to discharge the same to be determined by the Collateral Agent (at in its sole discretion, and any such payments made by the direction Collateral Agent shall become Obligations of the Agent), the Borrower shall ratify and confirm any such sale or other disposition by executing and delivering Pledgor to the Collateral Agent all proper bills of saleAgent, assignments, releases due and other instruments as may be designated in payable immediately upon demand; and (vi) taking any such requestacts pursuant to Section 13 hereof. (b) No person The Collateral Agent's authority under this Section 9 shall include, without limitation, the authority to whom this power endorse and negotiate any checks or instruments representing proceeds of attorney is presented as authority Collateral in the name of the Pledgor, execute and give receipt for any certificate of ownership or any document constituting Collateral, transfer title to any item of Collateral, to the extent permitted by applicable law, sign the Pledgor's names on all financing statements or any other documents deemed necessary or appropriate by the Collateral Agent to take preserve, process or perfect the security interest in the Collateral, and to file the same, and to prepare, sign the Pledgor's name and file any action or actions contemplated by clause (a) shall inquire into or seek confirmation from the Borrower as to the authority notice of the Collateral Agent Lien, and to take any action described below, other actions arising from or as incident to the existence of or fulfillment of any condition to the power of attorney described in clause (a), which is intended to grant powers granted to the Collateral Agent unconditionally the authority to take and perform the actions contemplated herein, and the Borrower irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity that acts in reliance upon or acknowledges the authority granted under this power of attorneyPledge Agreement. The This power of attorney granted in clause (a) is coupled with an interest and may not shall be revoked or canceled irrevocable by the Borrower until all obligations of the Borrower under the Transaction Documents have been paid in full and the Collateral Agent has provided its written consent theretoPledgor. (c) Notwithstanding anything The Pledgor acknowledges that the rights and responsibilities of the Collateral Agent under this Pledge Agreement with respect to any action taken by the contrary hereinCollateral Agent or the exercise or non-exercise by the Collateral Agent of any option, right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Pledge Agreement shall, as between the Collateral Agent and the holders of the Notes, be governed by this Pledge Agreement, but, as between the Collateral Agent and the Pledgor, the power Collateral Agent shall be conclusively presumed to be acting as agent for the holders of attorney granted pursuant the Notes with full and valid authority so to act or refrain from acting, and the Pledgor shall not be obligated or entitled to make any inquiry respecting such authority. (d) The Collateral Agent undertakes to perform such duties and only such duties as are specifically set forth in this Section 13.10 Pledge Agreement and no implied covenants or obligations shall only be effective after read into this Pledge Agreement against the occurrence Collateral Agent. The Collateral Agent shall not be deemed to have knowledge of an Event of DefaultDefault under the Indenture unless informed in writing by the Pledgor or the holder of any Note. (e) The Collateral Agent shall not be required to exercise any remedies hereunder unless requested in writing to do so by the holders of a majority in principal amount of the outstanding Notes and only if furnished with indemnity reasonably satisfactory to the Collateral Agent. The Collateral Agent may consult with counsel and shall not be liable for any action taken in good faith in reliance upon advice of counsel except for gross negligence or willful misconduct. The Collateral Agent makes no representation or warranty and shall have not responsibility concerning the value or validity of the Collateral or the validity or perfection of the pledge thereof or any security interest therein. The provisions of Section 7.02(a)(i) of the Indenture are incorporated herein by reference. (f) The Collateral Agent may at any time on 30 days notice to the Pledgor and the holders of the Notes resign hereunder. Upon any such resignation the Pledgor shall promptly appoint another financial institution reasonably satisfactory to the holders of a majority in principal amount or the outstanding Notes to act as Collateral Agent hereunder and such resignation shall become effective upon the acceptance of the appointment by the successor. (g) The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which a prudent financial institution similarly situated would accord its own property, it being understood that neither the Collateral Agent nor the holders of the Notes shall have responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not any such Person has or is deemed to have knowledge of such matters, or (ii) taking any necessary steps to preserve rights against any parties with respect to any Collateral.

Power of Attorney. (a) The Borrower hereby irrevocably appoints the Collateral Agent as its true and lawful attorney (with full power of substitution) in its name, place and stead and at its expense, in connection with the enforcement of the rights and remedies provided for (and subject to the terms and conditions set forth) in this Agreement including without limitation the following powers: (i) to give any necessary receipts or acquittance for amounts collected or received hereunder, (ii) to make all necessary transfers of the Collateral in connection with any such sale or other disposition made pursuant hereto, (iii) to execute and deliver for value all necessary or appropriate bills of sale, assignments and other instruments in connection with any such sale or other disposition, the Borrower hereby ratifying and confirming all that such attorney (or any substitute) shall lawfully do hereunder and pursuant hereto, and (iv) to sign any agreements, orders or other documents in connection with or pursuant to any Transaction Document. Nevertheless, if so requested by the Collateral Agent (at the direction of the Agent), the Borrower shall ratify and confirm any such sale or other disposition by executing and delivering to the Collateral Agent all proper bills of sale, assignments, releases and other instruments as may be designated in any such request. (b) No person to whom this power of attorney is presented as authority for the Collateral Agent to take any action or actions contemplated by clause (a) shall inquire into or seek confirmation from the Borrower as to the authority of the Collateral Agent to take any action described below, or as to the existence of or fulfillment of any condition to the power of attorney described in clause (a), which is intended to grant to the Collateral Agent unconditionally the authority to take and perform the actions contemplated herein, and the Borrower irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity that acts in reliance upon or acknowledges the authority granted under this power of attorney. The power of attorney granted in clause (a) is coupled with an interest and may not be revoked or canceled by the Borrower until all obligations of the Borrower under the Transaction Documents have been paid in full and the Collateral Agent has provided its written consent thereto. (c) Notwithstanding anything to the contrary herein, the power of attorney granted pursuant to this Section 13.10 shall only be effective after Upon the occurrence of an Event of DefaultDefault and so long as such Event of Default is continuing, in addition to the power of attorney granted to the Agent pursuant to Section 9(a) hereof, each Pledgor hereby irrevocably constitutes and appoints the Agent as its the true and lawful attorney-in-fact, with full power of substitution, in the place and stead of such Pledgor and in the name of the Agent or such Pledgor or otherwise, at any time or times, in the discretion of the Agent, to take any action and to execute any instrument or document which the Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation: (a) To receive, endorse and collect all checks and other order or instruments for the payment of money made payable to such Pledgor representing any dividend or interest payment or other distribution in respect of any or all Pledged Collateral pledged by such Pledgor hereunder and to give full discharge for the same. (b) To execute endorsements, assignments or other instruments of conveyance or transfer with respect to any or all Pledged Collateral pledged by such Pledgor hereunder or otherwise to enforce the rights of the Agent with respect to any or all Pledged Collateral pledged by such Pledgor hereunder. (c) To demand, sue for, collect, receive and give acquittance for any moneys due and to become due under or in respect of any or all Pledged Collateral pledged by such Pledgor hereunder. (d) To file any claims or take any action or institute any proceeding which the Agent may deem necessary or advisable for the collection of any or all Pledged Collateral pledged by such Pledgor hereunder or otherwise to enforce the rights of the Agent with respect thereto. (e) To exercise any and all rights of such Pledgor under any Organization Documents of the Pledged Entity; provided, however, the Agent shall have no obligation to exercise any such rights. This power of attorney is coupled with an interest and, to the fullest extent permitted by applicable law, shall not be affected by any subsequent disability or incapacity of such Pledgor. No discretionary right, remedy or power granted to the Agent in this Section or in any other part of this Agreement shall be deemed to impose any obligation whatsoever on the Agent with respect thereto; such rights, remedies and powers being solely for the protection of the Agent.

Power of Attorney. For the consideration aforesaid, the Assignor hereby voluntarily and irrevocably appoints the Bank or any person or corporate body appointed by the Bank as attorney of the Assignor and in the Assignor's name or in the name of the attorney or otherwise and on the Assignor's behalf to: (a) The Borrower hereby irrevocably appoints the Collateral Agent as its true and lawful attorney (with full power of substitution) in its name, place and stead and at its expense, in connection deal with the enforcement Property in any manner including the power to transfer the Property to the Assignor and to charge the Property to the Bank upon issuance of the rights and remedies provided for (and subject separate document of title or strata title to the terms and conditions set forth) in this Agreement including without limitation the following powers: (i) to give any necessary receipts or acquittance for amounts collected or received hereunder, (ii) to make all necessary transfers of the Collateral in connection with any such sale or other disposition made pursuant hereto, (iii) to execute and deliver for value all necessary or appropriate bills of sale, assignments and other instruments in connection with any such sale or other disposition, the Borrower hereby ratifying and confirming all that such attorney (or any substitute) shall lawfully do hereunder and pursuant hereto, and (iv) to sign any agreements, orders or other documents in connection with or pursuant to any Transaction Document. Nevertheless, if so requested by the Collateral Agent (at the direction of the Agent), the Borrower shall ratify and confirm any such sale or other disposition by executing and delivering to the Collateral Agent all proper bills of sale, assignments, releases and other instruments as may be designated in any such request.Property; and (b) No person enforce all rights and remedies under the Facility Agreement and do all other things as fully and effectually as the Assignor could do himself in connection therewith and in particular but without prejudice to whom this power the generality of attorney is presented as authority for the Collateral Agent preceding to: (i) assign, sell, let, lease or demise the Property or any part thereof; and (ii) do all acts, to take any action or actions contemplated by clause (a) shall inquire into or seek confirmation obtain all whatsoever consents and approvals from the Borrower as to the authority of the Collateral Agent to take any action described below, appropriate State Authority or as to the existence of Authorities and or fulfillment of any condition to the power of attorney described in clause (a), which is intended to grant to the Collateral Agent unconditionally the authority to take and perform the actions contemplated herein, and the Borrower irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity that acts in reliance upon or acknowledges the authority granted under this power of attorney. The power of attorney granted in clause (a) is coupled with an interest and may not be revoked or canceled by the Borrower until all obligations of the Borrower under the Transaction Documents have been paid in full and the Collateral Agent has provided its written consent thereto.other authorities; and (c) Notwithstanding anything execute all documents to give effect to such transfer, charging, procurement of consents and approvals, sale, letting, lease or demise of which the contrary hereinBank may deem necessary on any sale by the Bank of the Assignor's rights, title and interest in the Property under the power of sale conferred by the Assignment; and (d) give a good receipt for the purchase moneys received; (e) for the purpose of giving effect to the rights of the Bank under the Assignment and without prejudice to the generality of the preceding to: (i) execute on the Assignor’s behalf any transfer or charge or lease or any other agreement and instrument and such transfer or charge or lease or any other agreement and instrument executed on the Assignor’s behalf by the Bank or any person or corporate body appointed in that behalf by the Bank shall be as good valid and effectual to all intents and purposes as if the same had been executed by the Assignor in his own proper person; and (ii) do and perform all acts matters and things necessary or expedient for the registration of all instruments required by law to be registered as fully and effectually as the Assignor could do himself if the Assignor were personally present; with power for such attorney granted pursuant to this Section 13.10 substitute and appoint one or more attorneys under him for all or any of the purposes aforesaid as he shall only think fit. AND the Assignor agrees and undertakes at all times hereafter to ratify and confirm whatsoever the said attorney shall lawfully do or cause to be effective after done in and concerning the occurrence premises by virtue of an Event of Defaultthe Assignment.

Power of Attorney. (a) The Borrower hereby irrevocably appoints the has duly executed and delivered to Collateral Agent as its true and lawful attorney (with full power of substitution) in its name, place and stead and at its expense, in connection with the enforcement of the rights and remedies provided for (and subject to the terms and conditions set forth) in this Agreement including without limitation the following powers: (i) to give any necessary receipts or acquittance for amounts collected or received hereunder, (ii) to make all necessary transfers of the Collateral in connection with any such sale or other disposition made pursuant hereto, (iii) to execute and deliver for value all necessary or appropriate bills of sale, assignments and other instruments in connection with any such sale or other disposition, the Borrower hereby ratifying and confirming all that such attorney (or any substitute) shall lawfully do hereunder and pursuant hereto, and (iv) to sign any agreements, orders or other documents in connection with or pursuant to any Transaction Document. Nevertheless, if so requested by the Collateral Agent (at the direction of the Agent), the Borrower shall ratify and confirm any such sale or other disposition by executing and delivering to the Collateral Agent all proper bills of sale, assignments, releases and other instruments as may be designated in any such request. (b) No person to whom this a power of attorney is presented (a “Power of Attorney”) in substantially the form attached hereto as authority for the Collateral Agent to take any action or actions contemplated by clause (a) shall inquire into or seek confirmation from the Borrower as to the authority of the Collateral Agent to take any action described below, or as to the existence of or fulfillment of any condition to the power of attorney described in clause (a), which is intended to grant to the Collateral Agent unconditionally the authority to take and perform the actions contemplated herein, and the Borrower irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity that acts in reliance upon or acknowledges the authority granted under this power of attorney. Annex A. The power of attorney granted in clause (a) is coupled with an interest and may not be revoked or canceled by the Borrower until all obligations of the Borrower under the Transaction Documents have been paid in full and the Collateral Agent has provided its written consent thereto. (c) Notwithstanding anything to the contrary herein, the power of attorney granted pursuant to this Section 13.10 the Power of Attorney is a power coupled with an interest and shall only be effective after irrevocable until full and indefeasible payment of the occurrence Secured Obligations. The powers conferred on Collateral Agent under the Power of Attorney are solely to protect Secured Party’s interests in the Collateral and shall not impose any duty upon Collateral Agent to exercise any such powers. Collateral Agent agrees that, notwithstanding anything to the contrary in the Power of Attorney, (i) except for the powers granted in clause (e) of the Power of Attorney, it shall not exercise any power or authority granted under the Power of Attorney unless an Event of DefaultDefault has occurred and is continuing (and, in any event, it shall not exercise any such power or authority until the Effective Date), and (ii) Collateral Agent shall account for any moneys received by Collateral Agent in respect of any foreclosure on or disposition of Collateral pursuant to the Power of Attorney provided that Collateral Agent shall not have any duty as to any Collateral, and Collateral Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers. NEITHER SECURED PARTY NOR ITS AFFILIATES, PARTNERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL BE RESPONSIBLE TO BORROWER FOR ANY ACT OR FAILURE TO ACT UNDER ANY POWER OF ATTORNEY OR OTHERWISE, EXCEPT IN RESPECT OF DAMAGES ATTRIBUTABLE SOLELY TO THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION, NOR FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES.

Power of Attorney. (a) The Borrower Sublessee hereby irrevocably appoints Sublessor as the Collateral Agent as its true and lawful attorney (attorney-in-fact of Sublessee, with full power of substitution) authority in its name, the place and stead of Sublessee and at its expensein the name of Sublessee or otherwise, for the purpose of carrying out the provisions of the Sublease and taking any action and executing any instrument that Sublessor may deem necessary or advisable to accomplish the purposes of the Sublease; provided, however, that Sublessor may only take action or execute instruments under this Article 16 after an Event of Default has occurred and is continuing. Sublessee hereby declares that the foregoing powers are granted for valuable consideration, constitute powers granted as security for the performance of the obligations of Sublessee under the Sublease and are coupled with an interest and shall be irrevocable. Without limiting the generality of the foregoing or any other rights of Sublessor under the Sublease, upon the occurrence and during the continuation of an Event of Default, Sublessor shall have the sole and exclusive right and power to (i) settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to or pertaining to the Aircraft, Airframe or any Engine, or the Sublease, (ii) make proof of loss, appear in and prosecute any action arising from any policy or policies of insurance maintained pursuant to the Sublease, and settle, adjust or compromise any claims for loss, damage or destruction under, or take any other action in respect of, any such policy or policies and (iii) take any actions, including to execute and deliver any documentation, to make any filing with the Aviation Authority or to discharge any applicable International Interest, for and on behalf of the Sublessee, in connection with the enforcement of the rights and remedies matters provided for (and subject to the terms and conditions set forth) in this Agreement including without limitation the following powers: (i) to give any necessary receipts or acquittance for amounts collected or received hereunder, (ii) to make all necessary transfers of the Collateral in connection with any such sale or other disposition made pursuant hereto, (iii) to execute and deliver for value all necessary or appropriate bills of sale, assignments and other instruments in connection with any such sale or other disposition, the Borrower hereby ratifying and confirming all that such attorney (or any substitute) shall lawfully do hereunder and pursuant hereto, and (iv) to sign any agreements, orders or other documents in connection with or pursuant to any Transaction Document. Nevertheless, if so requested by the Collateral Agent (at the direction of the Agent), the Borrower shall ratify and confirm any such sale or other disposition by executing and delivering to the Collateral Agent all proper bills of sale, assignments, releases and other instruments as may be designated in any such requestSection 16.4. (b) No person to whom this power of attorney is presented as authority for the Collateral Agent to take any action or actions contemplated by clause (a) shall inquire into or seek confirmation from the Borrower as to the authority of the Collateral Agent to take any action described below, or as to the existence of or fulfillment of any condition to the power of attorney described in clause (a), which is intended to grant to the Collateral Agent unconditionally the authority to take and perform the actions contemplated herein, and the Borrower irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity that acts in reliance upon or acknowledges the authority granted under this power of attorney. The power of attorney granted in clause (a) is coupled with an interest and may not be revoked or canceled by the Borrower until all obligations of the Borrower under the Transaction Documents have been paid in full and the Collateral Agent has provided its written consent thereto. (c) Notwithstanding anything to the contrary herein, the power of attorney granted pursuant to this Section 13.10 shall only be effective after the occurrence of an Event of Default.

Power of Attorney. (a) The Borrower Upon the occurrence of a failure to ----------------- pay an Obligation when due and payable or upon the occurrence of a default hereunder, the Pledgor hereby irrevocably appoints and constitutes the Collateral Agent Trustee as its true and lawful attorney (the Pledgor's attorney-in-fact, with full power of substitution) authority in its name, the place and stead and at its expense, in connection with the enforcement of the rights Pledgor and remedies provided for (in the name of the Pledgor or otherwise, from time to time in the Trustee's discretion, to take any action and subject to execute any instrument that the terms and conditions set forth) in Trustee may deem necessary or advisable to accomplish the purposes of this Agreement including Agreement, including, without limitation limitation, the following powers: (ia) collection of proceeds of any Pledged Collateral; (b) conveyance of any item of Pledged Collateral to give any purchaser thereof; (c) giving of any notices or recording of any Liens under Section 5 hereof; and (d) paying or discharging taxes or Liens levied or placed upon the Pledged Collateral and paying the premiums under the QuickBird 2 Insurance, the legality or validity thereof and the amounts necessary receipts to pay or acquittance for amounts collected or received hereunderdischarge the same to be determined by the Trustee in its sole reasonable discretion, (ii) and such payments made by the Trustee to make all necessary transfers become part of the Obligations of the Pledgor to the Trustee, due and payable immediately upon demand. The Trustee's authority under this Section 7 shall include, without limitation, the authority to endorse and negotiate any checks or instruments representing proceeds of Pledged Collateral in connection with any such sale or other disposition made pursuant heretothe name of the Pledgor, (iii) to execute and deliver give receipt for value any certificate of ownership or any document constituting Pledged Collateral, transfer title to any item of Pledged Collateral, sign the Pledgor's name on all financing statements (to the extent permitted by applicable law) or any other documents deemed necessary or appropriate bills by the Trustee to preserve, protect or perfect the security interest in the Pledged Collateral and to file the same, prepare, file and sign the Pledgor's name on any notice of sale, assignments and other instruments in connection with any such sale or other disposition, the Borrower hereby ratifying and confirming all that such attorney (or any substitute) shall lawfully do hereunder and pursuant heretoLien, and (iv) to sign take any agreements, orders other actions arising from or other documents in connection with or pursuant to any Transaction Document. Nevertheless, if so requested by the Collateral Agent (at the direction of the Agent), the Borrower shall ratify and confirm any such sale or other disposition by executing and delivering incident to the Collateral Agent all proper bills of sale, assignments, releases and other instruments as may be designated powers granted to the Trustee in any such request. (b) No person to whom this Agreement. This power of attorney is presented as authority for the Collateral Agent to take any action or actions contemplated by clause (a) shall inquire into or seek confirmation from the Borrower as to the authority of the Collateral Agent to take any action described below, or as to the existence of or fulfillment of any condition to the power of attorney described in clause (a), which is intended to grant to the Collateral Agent unconditionally the authority to take and perform the actions contemplated herein, and the Borrower irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity that acts in reliance upon or acknowledges the authority granted under this power of attorney. The power of attorney granted in clause (a) is coupled with an interest and may not be revoked or canceled is irrevocable by the Borrower until all obligations of the Borrower under the Transaction Documents have been paid in full and the Collateral Agent has provided its written consent thereto. (c) Pledgor. Notwithstanding anything to the contrary stated herein, the power Trustee has no duty or obligation to exercise any of attorney granted pursuant to the powers stated in this Section 13.10 shall only be effective after the occurrence of an Event of Default7.

Power of Attorney. In order to carry out this Agreement and avoid unnecessary notification of Account Debtors, Customer irrevocably appoints WFBC, or any person designated by WFBC, as its special attorney in fact, or agent, with power to: (a) The Borrower hereby irrevocably appoints the Collateral Agent as its true strike through Customer’s remittance information on all invoices delivered to Account Debtors and lawful attorney (with full power of substitution) in its name, place and stead and at its expense, in connection with the enforcement of the rights and remedies provided for (and subject to the terms and conditions set forth) in this Agreement including without limitation the following powers: (i) to give any necessary receipts or acquittance for amounts collected or received hereunder, (ii) to make note WFBC’s remittance information on all necessary transfers of the Collateral in connection with any such sale or other disposition made pursuant hereto, (iii) to execute and deliver for value all necessary or appropriate bills of sale, assignments and other instruments in connection with any such sale or other disposition, the Borrower hereby ratifying and confirming all that such attorney (or any substitute) shall lawfully do hereunder and pursuant hereto, and (iv) to sign any agreements, orders or other documents in connection with or pursuant to any Transaction Document. Nevertheless, if so requested by the Collateral Agent (at the direction of the Agent), the Borrower shall ratify and confirm any such sale or other disposition by executing and delivering to the Collateral Agent all proper bills of sale, assignments, releases and other instruments as may be designated in any such requestinvoices. (b) No person to whom this power of attorney is presented as authority for the Collateral Agent to take any action or actions contemplated by clause (a) shall inquire into or seek confirmation from the Borrower as to the authority of the Collateral Agent to take any action described belowreceive, or as to the existence of or fulfillment of any condition to the power of attorney described in clause (a)open, which is intended to grant to the Collateral Agent unconditionally the authority to take and perform the actions contemplated hereinread, and the Borrower irrevocably waives thereafter forward to Customer if appropriate all mail addressed to Customer (including any right trade name of Customer) sent to commence any suit or action, WFBC’s address. Any payments received shall be processed in law or equity, against any person or entity that acts in reliance upon or acknowledges the authority granted under accordance with this power of attorney. The power of attorney granted in clause (a) is coupled with an interest and may not be revoked or canceled by the Borrower until all obligations of the Borrower under the Transaction Documents have been paid in full and the Collateral Agent has provided its written consent theretoAgreement. (c) Notwithstanding anything endorse the name of Customer or Customer’s trade name on any checks or other evidences of payment that may come into the possession of WFBC with respect to any Account , and on any other documents relating to any of the contrary herein, the power of attorney granted pursuant Accounts or to this Section 13.10 shall only be effective after Collateral. (d) Upon the occurrence of an Event of Default, in Customer’s name, or otherwise, demand, xxx for, collect, and give releases for any and all monies due to or become due on any Account. (e) Upon the occurrence of an Event of Default, compromise, prosecute, or defend any action, claim or proceeding as to any Account. (f) Upon the occurrence of an Event of Default, offer a trade discount to Customer’s Account Debtor exclusive of Customer’s normal business custom with any Account Debtor. Initial: (g) initiate electronic debit or credit entries through the ACH system to Customer’s account or any other deposit account maintained by Customer wherever located. (h) sign Customer’s name on any notice of assignment, financing statement, amendment to any financing statement and on any notices to Account Debtors. The authority granted to WFBC under this provision shall remain in full force and effect until all assigned Accounts are paid in full and any indebtedness of Customer to WFBC is discharged.

Power of Attorney. (a) The Effective upon the occurrence of an Event ----------------- of Default, the Borrower hereby irrevocably appoints the Collateral Agent (as agent for, and for the benefit of, BOIA) its true and lawful attorney (in fact, with full power of substitution) , for and on behalf and in its name, place and stead and at its expense, in connection with the enforcement name of the rights and remedies provided for (and subject Borrower, to the terms and conditions set forth) in this Agreement including without limitation the following powers: (i) indorse and deliver to give any necessary receipts Person any check, instrument or acquittance other paper coming into the Agent's possession and representing payment made in respect of any Mortgage Note or Mortgage Backed Security included in the Collateral or in respect of any other collateral for amounts collected or received hereunder, the Obligations including any Agency Commitment and any Take-Out Commitment; (ii) prepare, complete, execute, deliver and record any assignment to make BOIA or to any other Person of any Mortgage relating to any Mortgage Note included in the Collateral; (iii) indorse and deliver any Mortgage Note or Mortgage Backed Security included in the Collateral and do every other thing necessary or desirable to effect transfer of all necessary transfers or any part of the Collateral in connection with any such sale or other disposition made pursuant hereto, to the Agent (iii) to execute and deliver for value all necessary or appropriate bills of sale, assignments and other instruments in connection with any such sale or other disposition, the Borrower hereby ratifying and confirming all that such attorney (or any substitute) shall lawfully do hereunder and pursuant heretoas agent for, and for the benefit of, BOIA) or to any other Person; (iv) take all necessary and appropriate action with respect to all Obligations and the items of Collateral to be delivered to the Agent (as agent for, and for the benefit of, BOIA) or held by the Borrower in trust for BOIA including, without limitation, instruct any title company or closing agent to deliver any Mortgage Note or Mortgage Document held by it directly to the Agent (as agent 186 for, and for the benefit of, BOIA); (v) commence, prosecute, settle, discontinue, defend, or otherwise dispose of any claim relating to any Agency Commitment or any Take-Out Commitment or any other part of the Collateral; and (vi) sign the Borrower's name wherever appropriate to effect the performance of this Agreement. This Section 3.3 shall be liberally, not restrictively, ----------- construed so as to give the greatest latitude to the Agent (as agent for, and for the benefit of, BOIA), as the Borrower's attorney in fact, to collect, sell, and deliver any agreements, orders or of the Collateral and all other documents in connection with or pursuant to any Transaction Documentrelating thereto. NeverthelessThe powers and authorities herein conferred on the Agent (as agent for, if so requested and for the benefit of, BOIA) may be exercised by the Collateral Agent (through any Person who, at the direction time of the execution of a particular instrument, is an authorized officer of the Agent), the Borrower shall ratify and confirm any such sale or other disposition by executing and delivering to the Collateral Agent all proper bills of sale, assignments, releases and other instruments as may be designated in any such request. (b) No person to whom this power of attorney is presented as authority for the Collateral Agent to take any action or actions contemplated by clause (a) shall inquire into or seek confirmation from the Borrower as to the authority of the Collateral Agent to take any action described below, or as to the existence of or fulfillment of any condition to the power of attorney described in clause (a), which is intended to grant to the Collateral Agent unconditionally the authority to take and perform the actions contemplated herein, and the Borrower irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity that acts in reliance upon or acknowledges the authority granted under this power of attorney. The power of attorney conferred by this Section 3.3 shall become ----------- effective upon the occurrence, and remain effective during the continuance, of an Event of Default and is granted in clause (a) for a valuable consideration and is coupled with an interest and may not irrevocable so long as the Obligations, or any part thereof, shall remain unpaid. All Persons dealing with the Agent, any officer thereof, or any substitute attorney, acting pursuant hereto shall be revoked or canceled fully protected in treating the powers and authorities conferred by this Section 3.3 ----------- as existing and continuing in full force and effect until advised by BOIA that the Borrower until all obligations of the Borrower under the Transaction Documents Obligations have been paid in full fully and the Collateral Agent has provided its written consent theretofinally paid. (c) Notwithstanding anything to the contrary herein, the power of attorney granted pursuant to this Section 13.10 shall only be effective after the occurrence of an Event of Default.

Power of Attorney. (a) The Borrower Term Lender hereby irrevocably appoints the Collateral ABL Agent and any officer or agent of the ABL Agent, with full power of substitution, as its true and lawful attorney (attorney-in-fact with full power of substitution) and authority in its name, the place and stead of the Term Lender and at its expensethe other Term Loan Creditors or in the ABL Agent’s own name, in connection with the enforcement ABL Agent’s discretion to take any action and to execute any and all documents and instruments that may be reasonable and appropriate for the purpose of the rights and remedies provided for (and subject to carrying out the terms of Section 2.5, including any endorsements or other instruments of transfer or release. This appointment is coupled with an interest and conditions set forth) in is irrevocable until the Discharge of ABL Obligations or such time as this Agreement including without limitation the following powers: (i) to give any necessary receipts or acquittance for amounts collected or received hereunder, (ii) to make all necessary transfers of the Collateral is terminated in connection accordance with any such sale or other disposition made pursuant hereto, (iii) to execute and deliver for value all necessary or appropriate bills of sale, assignments and other instruments in connection with any such sale or other disposition, the Borrower hereby ratifying and confirming all that such attorney (or any substitute) shall lawfully do hereunder and pursuant hereto, and (iv) to sign any agreements, orders or other documents in connection with or pursuant to any Transaction Documentits terms. Nevertheless, if so requested by the Collateral Agent (at the direction of the Agent), the Borrower shall ratify and confirm any such sale or other disposition by executing and delivering to the Collateral Agent all proper bills of sale, assignments, releases and other instruments as may be designated in any such request. (b) No person Person to whom this power of attorney is presented presented, as authority for the Collateral ABL Agent (or any officer or agent of the ABL Agent) to take any action or actions contemplated by clause (a) hereby, shall be required to inquire into or seek confirmation from the Borrower any Term Loan Creditor as to the authority of the Collateral ABL Agent (or any such officer or agent) to take any action described belowherein, or as to the existence of or fulfillment of any condition to the this power of attorney described in clause (a)attorney, which is intended to grant to the Collateral ABL Agent unconditionally (or any officer or agent of the ABL Agent) the authority to take and perform the actions contemplated herein, and the Borrower . The Term Lender irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity that Person which acts in reliance upon or acknowledges the authority granted under this power of attorney. The Term Lender hereby ratifies all that said attorneys shall do or cause to be done in accordance with the power of attorney granted in clause this Section 2.6. (ab) The ABL Agent hereby appoints the Term Lender and any officer or agent of the Term Lender, with full power of substitution, as its true and lawful attorney-in-fact with full power and authority in the place and stead of the ABL Agent and the other ABL Creditors or in the Term Lender’s own name, in the Term Lender’s discretion to take any action and to execute any and all documents and instruments that may be reasonable and appropriate for the purpose of carrying out the terms of Section 2.5, including any endorsements or other instruments of transfer or release. This appointment is coupled with an interest and may not be revoked is irrevocable until the Discharge of Term Loan Obligations or canceled by such time as this Agreement is terminated in accordance with its terms. No Person to whom this power of attorney is presented, as authority for the Borrower until all obligations Term Lender (or any officer or agent of the Borrower under the Transaction Documents have been paid in full and the Collateral Agent has provided its written consent thereto. (cTerm Lender) Notwithstanding anything to take any action or actions contemplated hereby, shall be required to inquire into or seek confirmation from any ABL Creditor as to the contrary authority of the Term Lender (or any such officer or agent) to take any action described herein, or as to the existence of or fulfillment of any condition to this power of attorney, which is intended to grant to the Term Lender (or any officer or agent of the Term Lender) the authority to take and perform the actions contemplated herein. The ABL Agent irrevocably waives any right to commence any suit or action, in law or equity, against any Person which acts in reliance upon or acknowledges the authority granted under this power of attorney. The ABL Agent hereby ratifies all that said attorneys shall do or cause to be done in accordance with the power of attorney granted pursuant to in this Section 13.10 shall only be effective after the occurrence of an Event of Default2.6.

Power of Attorney. (a) The By its signature hereon, the Borrower hereby irrevocably appoints authorizes the Collateral Agent as to execute (on behalf of the Borrower) and file against the Borrower one or more financing, continuation or amendment statements pursuant to the UCC in form satisfactory to the Agent in its sole discretion, and the Borrower will pay the cost of preparing and filing the same in all jurisdictions in which such filing is deemed by the Agent to be necessary or desirable in order to perfect, preserve and protect its security interests. Each of the officers of the Agent is hereby irrevocably made, constituted and appointed the true and lawful attorney for the Borrower (without requiring any of them to act as such) with full power of substitutionsubstitution to do the following: (a) in its name, place and stead and at its expense, in connection with endorse the enforcement name of the rights Borrower upon any and remedies provided for (and subject to the terms and conditions set forth) in this Agreement including without limitation the following powers: (i) to give any necessary receipts or acquittance for amounts collected or received hereunderall checks, (ii) to make all necessary transfers of the Collateral in connection with any such sale or other disposition made pursuant heretodrafts, (iii) to execute and deliver for value all necessary or appropriate bills of sale, assignments money orders and other instruments in connection with any such sale or other disposition, for the payment of monies that are payable to the Borrower hereby ratifying and confirming all constitute collections on the Borrower’s Accounts or proceeds of other Collateral; (b) execute in the name of the Borrower any financing statements, schedules, assignments, instruments, documents and statements that such attorney the Borrower is obligated to give the Agent hereunder or is necessary to perfect the Agent’s security interest or lien in the Collateral; (c) to verify validity, amount or any substitute) shall lawfully do hereunder and pursuant hereto, and (iv) other matter relating to sign any agreements, orders or other documents in connection with or pursuant to any Transaction Document. Nevertheless, if so requested by the Collateral Agent (at by mail, telephone, telecopy or otherwise in accordance with the direction customary procedures of the Agent)’s asset based lending department; and (d) following an Event of Default and during the continuance thereof, do such other and further acts and deeds in the Borrower shall ratify and confirm name of any such sale entity that the Agent may reasonably deem necessary or desirable to enforce any Account or realize upon any other disposition by executing and delivering to the Collateral Agent all proper bills of sale, assignments, releases and other instruments as may be designated in any such request. (b) No person to whom this Collateral. This power of attorney is presented as authority for the Collateral Agent to take any action or actions contemplated by clause (a) shall inquire into or seek confirmation from the Borrower as to the authority of the Collateral Agent to take any action described below, or as to the existence of or fulfillment of any condition to the power of attorney described in clause (a), which is intended to grant to the Collateral Agent unconditionally the authority to take and perform the actions contemplated herein, and the Borrower irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity that acts in reliance upon or acknowledges the authority granted under this power of attorney. The power of attorney granted in clause (a) is coupled with an interest interest, and may not be revoked or canceled by is irrevocable until the Borrower until all obligations of the Borrower under the Transaction Documents have been Obligations are indefeasibly paid in full and the Collateral Agent has provided its written consent theretofull. (c) Notwithstanding anything to the contrary herein, the power of attorney granted pursuant to this Section 13.10 shall only be effective after the occurrence of an Event of Default.

Power of Attorney. (a) The Borrower Collateral Agent is hereby irrevocably appoints appointed the Collateral Agent as its true and lawful attorney (of the Pledgor with full power of substitution) and authority, in its name, place the name and stead and at its expenseof the Pledgor, to do all of the following: (i) upon any delivery or sale of all or any part of any Collateral made either under the power of delivery or sale given hereunder or under judgment or decree in connection with any judicial proceedings for foreclosure or otherwise for the enforcement of the rights and remedies provided for (and subject to the terms and conditions set forth) in this Agreement including without limitation the following powers: (i) to give any necessary receipts or acquittance for amounts collected or received hereunderAgreement, (ii) to make all necessary transfers deeds, bills of sale and instruments of assignment, transfer or conveyance of the Collateral in connection property thus delivered or sold; (ii) subject to Section 7(b), upon the occurrence of an Adjustment Event or Reorganization Event while any DSW Class A Common Shares or DSW Class B Common Shares are Pledged Items, to take any necessary actions with any respect to such sale shares to cause the Pledged Items to conform to the requirements of this Agreement following the occurrence of the Adjustment Event or other disposition made pursuant heretoReorganization Event, including, without limitation, the tender of such shares; and (iii) to execute the extent permitted by law, to exercise, at any time and deliver from time to time while an Event of Default has occurred and is continuing, all or any of the following powers with respect to all or any of the Collateral: (1) to demand, sxx for, collect, receive and give acquittance for value any and all necessary monies due or appropriate bills to become due upon or by virtue thereof, (2) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, (3) to sell, transfer, assign or otherwise deal in or with the same or the proceeds or avails thereof, as fully and effectually as if the Collateral Agent were the absolute owner thereof (including, without limitation, the giving of sale, assignments instructions and entitlement orders in respect thereof) and (4) to extend the time of payment of any or all thereof and to make any allowance and other instruments in connection adjustments with reference thereto; provided that the Collateral Agent shall give Pledgor not less than ten days’ prior written notice of the time and place of any such sale or other dispositionintended disposition of any of the Collateral, the Borrower hereby ratifying and confirming all except any Collateral that such attorney (threatens to decline speedily in value, including, without limitation, equity securities, or any substitute) shall lawfully do hereunder and pursuant hereto, and (iv) to sign any agreements, orders or other documents in connection with or pursuant to any Transaction Documentis of a type customarily sold on a recognized market. Nevertheless, if so requested by the The Collateral Agent (at and Pledgor agree that the direction notice provided for in the proviso of Section 8(b)(iii) constitutes “reasonable authenticated notification” within the Agent), the Borrower shall ratify and confirm any such sale or other disposition by executing and delivering to the Collateral Agent all proper bills of sale, assignments, releases and other instruments as may be designated in any such request. (b) No person to whom this power of attorney is presented as authority for the Collateral Agent to take any action or actions contemplated by clause (a) shall inquire into or seek confirmation from the Borrower as to the authority of the Collateral Agent to take any action described below, or as to the existence of or fulfillment of any condition to the power of attorney described in clause (a), which is intended to grant to the Collateral Agent unconditionally the authority to take and perform the actions contemplated herein, and the Borrower irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity that acts in reliance upon or acknowledges the authority granted under this power of attorney. The power of attorney granted in clause (a) is coupled with an interest and may not be revoked or canceled by the Borrower until all obligations of the Borrower under the Transaction Documents have been paid in full and the Collateral Agent has provided its written consent thereto. (c) Notwithstanding anything to the contrary herein, the power of attorney granted pursuant to this Section 13.10 shall only be effective after the occurrence of an Event of Default.meaning of

Power of Attorney. (a) The Borrower Fund hereby irrevocably (except as provided below) appoints the Collateral Agent as Manager its true and lawful attorney agent and attorney-in-fact (with full power of substitutionsubstitution and delegation) in its name, place and stead and at its expense, in connection with the enforcement performance of the rights and remedies Manager’s duties provided for (and subject to the terms and conditions set forth) in this Agreement and in the Fund Documents including without limitation the following powers: (ia) to give any necessary receipts or acquittance for amounts collected or received hereunderhereunder or thereunder, (iib) to make all necessary transfers of the Collateral Fund Assets in connection with any such sale or other disposition made pursuant heretoaccordance herewith and therewith, (iiic) to execute (under hand, under seal or as a deed) and deliver for value on behalf of the Fund all necessary or appropriate bills of sale, assignments assignments, agreements and other instruments and endorsements in connection with any such sale transfer, and (d) to execute (under hand, under seal or as a deed) any agreements, instruments, orders or other dispositiondocuments or certificates in connection with or pursuant to this Agreement or the Fund Documents relating to any Fund Asset or to the duties of the Manager hereunder or thereunder, the Borrower Fund hereby ratifying and confirming all that such attorney attorney-in-fact (or any substitute) shall lawfully do hereunder under this power of attorney and pursuant hereto, and (iv) to sign in accordance with this Agreement or any agreements, orders or other documents in connection with or pursuant to any Transaction DocumentFund Document as applicable thereto. Nevertheless, if so requested by the Collateral Agent (at the direction of the Agent)Manager, the Borrower Fund shall ratify and confirm any such sale or other disposition act by executing and delivering to the Collateral Agent Manager or as directed by the Manager all proper bills of sale, assignments, releases releases, endorsements and other instruments instruments, documents and certificates as may reasonably be designated in any such request. (b) No person to whom this . This power of attorney is presented as authority for the Collateral Agent to take any action or actions contemplated by clause (a) shall inquire into or seek confirmation from the Borrower as to the authority of the Collateral Agent to take any action described belowshall, or as to the existence of or fulfillment of any condition to the power of attorney described in clause (a)however, which is intended to grant to the Collateral Agent unconditionally the authority to take and perform the actions contemplated hereinexpire, and the Borrower irrevocably waives Manager and any right to commence any suit substitute agent or action, attorney-in law or equity, against any person or entity that acts in reliance upon or acknowledges the authority granted under this power of attorney. The power of attorney granted in clause (a) is coupled with an interest and may not be revoked or canceled fact appointed by the Borrower until all obligations Manager pursuant hereto shall cease to have any power to act as the Fund’s agent or attorney-in-fact upon termination of this Agreement or, if sooner, the Effective Date of any removal or resignation of the Borrower under the Transaction Documents have been paid in full and the Collateral Agent has provided its written consent thereto. (c) Notwithstanding anything to the contrary herein, the power of attorney granted Manager pursuant to this Section 13.10 19 hereof, but any such expiration shall only be effective after the occurrence of an Event of Defaultnot affect any transaction committed to prior to such expiration.

Power of Attorney. (a) The Borrower Second Lien Agent, on behalf of each Second Lien Creditor, hereby irrevocably constitutes and appoints the Collateral First Lien Agent and any officer of First Lien Agent, with full power of substitution, as its true and lawful attorney (attorney-in-fact with full irrevocable power of substitution) and authority in its name, the place and stead of the Second Lien Agent and at its expensein the name of the Second Lien Agent or in the First Lien Agent’s own name, from time to time in the First Lien Agent’s discretion, for the purpose of carrying out the terms of Sections 3.5 and 3.6 hereof, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of such Section, including any Release Documents, and, in connection with addition, to take any and all other appropriate and commercially reasonable action for the enforcement purpose of the rights and remedies provided for (and subject to carrying out the terms and conditions set forth) in this Agreement including without limitation the following powers: (i) to give any necessary receipts or acquittance for amounts collected or received hereunder, (ii) to make all necessary transfers of the Collateral in connection with any such sale or other disposition made pursuant hereto, (iii) to execute and deliver for value all necessary or appropriate bills of sale, assignments and other instruments in connection with any such sale or other disposition, the Borrower Sections. Each Second Lien Creditor hereby ratifying and confirming ratifies all that such attorney (or any substitute) said attorneys shall lawfully do hereunder and pursuant hereto, and (iv) or cause to sign any agreements, orders or other documents in connection with or be done pursuant to any Transaction Documentthe power of attorney granted in this Section 3.7. Nevertheless, if so requested by the Collateral Agent (at the direction of the Agent), the Borrower shall ratify and confirm any such sale or other disposition by executing and delivering to the Collateral Agent all proper bills of sale, assignments, releases and other instruments as may be designated in any such request. (b) No person Person to whom this power of attorney is presented presented, as authority for the Collateral First Lien Agent to take any action or actions contemplated by clause (a) hereby, shall be required to inquire into or seek confirmation from the Borrower any Second Lien Creditor as to the authority of the Collateral First Lien Agent to take any action described belowherein, or as to the existence of or fulfillment of any condition to the this power of attorney described in clause (a)attorney, which is intended to grant to the Collateral First Lien Agent unconditionally the authority to take and perform the actions contemplated herein, and the Borrower . Each Second Lien Creditor irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity that Person which acts in reliance upon or acknowledges the authority granted under this power of attorney. The power of attorney granted in clause (a) is coupled with an interest and may not be revoked or canceled by the Borrower until all obligations of the Borrower under the Transaction Documents have been paid in full and the Collateral Agent has provided its written consent thereto. (c) Notwithstanding anything to the contrary herein, the power of attorney granted pursuant to this Section 13.10 shall only be effective after the occurrence of an Event of Default.

Power of Attorney. (a) The Borrower hereby irrevocably appoints the Collateral Agent Lender as its true Borrower's attorney-in-fact and lawful attorney (authorizes Lender, with full power of substitution) authority in its name, the place and stead of Borrower and in the name of Borrower or otherwise, to exercise at its expense, any time in connection with the enforcement Lender's discretion all or any of the rights and remedies provided for (and subject to the terms and conditions set forth) in this Agreement including without limitation the following powers, at Borrower's sole expense, which powers of attorney, being coupled with an interest, are irrevocable throughout the term hereof: (i) to take any action or to execute any instrument to accomplish the purposes hereof and to sign Borrower's name upon documents to be executed, recorded, or filed to perfect or continue perfected Lender's security interest in the Collateral, including, without limitation, to receive, indorse and collect all instruments made payable to Borrower and to give full discharge for the same and sign the name of Borrower on any necessary receipts financing statement, or acquittance for amounts collected or received hereunderamendment thereto, describing any Collateral and to file and record the same; (ii) to make all necessary transfers of the Collateral in connection with settle any such sale claim or other disposition made pursuant heretomatter with respect to any insurance concerning the Collateral, and to obtain at Borrower's expense and adjust insurance required to be paid hereunder; and (iii) to execute and deliver for value all necessary file any claim, action, or appropriate bills of sale, assignments and other instruments in connection proceeding deemed advisable with any such sale or other disposition, the Borrower hereby ratifying and confirming all that such attorney (or any substitute) shall lawfully do hereunder and pursuant hereto, and (iv) to sign any agreements, orders or other documents in connection with or pursuant respect to any Transaction Document. Nevertheless, if so requested by the Collateral Agent (at the direction of the Agent), the Borrower shall ratify and confirm any such sale or other disposition by executing and delivering to the Collateral Agent all proper bills of sale, assignments, releases and other instruments as may be designated in any such request. (b) No person to whom this power of attorney is presented as authority for the Collateral Agent to take any action or actions contemplated by clause (a) shall inquire into or seek confirmation from the Borrower as to the authority of the Collateral Agent and Lender may execute on behalf of Borrower any documents that Lender may, in its sole discretion, deem advisable in order to take any action described belowperfect and maintain Lender's security interests in the Collateral, or as to fully consummate all the existence of or fulfillment of any condition to transactions contemplated by this Agreement and the power of attorney described in clause other Loan Documents (a), which is intended to grant to the Collateral Agent unconditionally the authority to take including such financing statements and perform the actions contemplated hereincontinuation financing statements, and the Borrower irrevocably waives any right to commence any suit amendments thereto, as Lender shall deem necessary or action, in law or equity, against any person or entity that acts in reliance upon or acknowledges the authority granted under this power of attorney. The power of attorney granted in clause (a) is coupled with an interest and may not be revoked or canceled by the Borrower until all obligations of the Borrower under the Transaction Documents have been paid in full and the Collateral Agent has provided its written consent theretoappropriate). (c) Notwithstanding anything to the contrary herein, the power of attorney granted pursuant to this Section 13.10 shall only be effective after the occurrence of an Event of Default.

Power of Attorney. (a) The Borrower hereby irrevocably Holder appoints the Collateral Agent Voting Trustee as its true and lawful attorney (and agent, with full power of substitution) , for the Holder, and in its the Holder’s name, place and stead and at its expensestead, in connection to exercise all powers with the enforcement of the rights and remedies provided for (and subject to the terms and conditions set forth) in this Agreement including without limitation the following powersrespect to: (i) to give any necessary receipts or acquittance for amounts collected or received hereunder, the Trustee Voting Rights as the Holder otherwise could exercise such powers; and (ii) to make all necessary transfers the execution and delivery, in the name of and on behalf of the Collateral Holder, all offers, certificates, instruments, agreements, assignments and documents as may be necessary or desirable in connection with respect of any matter or transaction requiring the execution and delivery, in the name of and on behalf of the Holder, any offers, certificates, instruments, agreements, assignments and documents pursuant to applicable law or the constating documents of the Corporation or the Shareholders’ Agreement in order to give effect to such sale matter or other disposition made pursuant heretotransaction. In particular, (iii) the Voting Trustee is hereby irrevocably authorized to execute and deliver deliver, for value and on behalf of the Holder, any and all necessary consents, approvals and waivers in respect of any matter requiring the consent, approval or appropriate bills waiver of sale, assignments and other instruments in connection with any such sale or other disposition, the Borrower hereby ratifying and confirming all that such attorney (or any substitute) shall lawfully do hereunder and pursuant hereto, and (iv) to sign any agreements, orders or other documents in connection with or shareholders of the Corporation pursuant to any Transaction Document. Nevertheless, if so requested by applicable law or the Collateral Agent (at the direction constating documents of the Agent)Corporation or the Shareholders’ Agreement in order to give effect to such consents, approvals and waivers as if they had been executed and delivered by each of the Borrower shall ratify and confirm any such sale or other disposition by executing and delivering to the Collateral Agent all proper bills of sale, assignments, releases and other instruments as may be designated in any such request.Holder. FORM - DO NOT COPY (b) No person to whom this power of attorney is presented as authority for the Collateral Agent to take any action or actions contemplated by clause (a) shall inquire into or seek confirmation from the Borrower as to the authority of the Collateral Agent to take any action described below, or as to the existence of or fulfillment of any condition to the power of attorney described in clause (a), which is intended to grant to the Collateral Agent unconditionally the authority to take and perform the actions contemplated herein, and the Borrower irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity that acts in reliance upon or acknowledges the authority granted under this power of attorney. The power of attorney granted in clause (a) this Section 4 is granted by the Holder to the Voting Trustee in consideration for the Voting Trustee agreeing to assume the obligations set forth in the Agreement, including, but not limited to those obligations of the Voting Trustee set forth in Section 3.6 of the Agreement, and such power of attorney is continuing and irrevocable and is coupled with an interest of the Voting Trustee in the performance of this power of attorney as Director of the Corporation and will survive the death, disability or dissolution of a Shareholder and extends to the heirs, executors, administrators, successors and assigns of the Holder and may not be revoked or canceled exercised by the Borrower until all obligations Voting Trustee during any subsequent legal incapacity of the Borrower Holder. The Holder agrees to be bound by any representations and actions made or taken by the Voting Trustee in good faith pursuant to such power of attorney and waives any and all defenses which may be available to contest, negate or disaffirm the representations or actions of the Voting Trustee so taken in good faith under the Transaction Documents have been paid in full and the Collateral Agent has provided its written consent theretothis power of attorney. (c) Notwithstanding anything to the contrary herein, the The power of attorney granted pursuant to in this Section 13.10 shall only 4 is not intended to be effective after an enduring or durable power of attorney within the occurrence meaning of an Event and governed by the Nevada Revised Statutes or any similar power of Defaultattorney under equivalent legislation in any of the states of the United States of America.

Power of Attorney. (a) Each of the Borrower and Holdings irrevocably authorizes the Calculation Agent and the Administrative Agent and appoints the Calculation Agent and the Administrative Agent, as applicable, as its attorney‐in‐fact (each of the Administrative Agent and the Calculation Agent, in such capacities, an “Attorney”), to act on its behalf with respect to the actions described in paragraph (c) of this Section 11.17. (b) No person shall inquire into or seek confirmation from the Borrower or Holdings, as applicable, as to the authority of Attorney to take any action described in this Section 11.17, or as to the existence of or fulfillment of any condition, which is intended to grant to Attorney unconditionally the authority to take and perform the actions contemplated herein, and the Borrower and Holdings, as applicable, irrevocably waives any claim against any person or entity that acts in reliance upon or acknowledges the authority granted under this Section 11.17. The power of attorney granted hereby is coupled with an interest and may not be revoked or canceled by either the Borrower or Holdings until the Facility Termination Date. (c) With effect after the occurrence and during the continuance of an Event of Default, both the Borrower and Holdings, hereby irrevocably appoints the Collateral Agent as its true constitute and lawful attorney appoint Attorney (with full power of substitution) in its nameand all officers, place and stead and at its expenseemployees or agents designated by Attorney), solely in connection with the enforcement of the rights and remedies provided of the Administrative Agent (on behalf of the Secured Parties), the Lenders and the other Secured Parties under this Agreement and the other Transaction Documents, with full power of substitution, as its true and lawful attorney‐in‐fact with full irrevocable power and authority in the Borrower’s and Holding’s, as applicable, place and stead and at the Borrower’s and Holding’s, as applicable, expense and in the Borrower’s and Holding’s, as applicable, name or in Attorney’s own name, from time to time in Attorney’s discretion, to take any and all appropriate action and to execute and deliver any and all documents and instruments that may be necessary or desirable to accomplish the purposes of this Agreement and the other Transaction Documents, and, without limiting the generality of the foregoing, hereby grants to (i) in the case of clauses (a), (b), (c), (g), (j) and (k) below, the Calculation Agent and (ii) in the case of clauses (d), (e), (f), (h), (i) and (l), each Attorney, the power and right, on its behalf, without notice to or assent by it, to do the following, but only after the occurrence and during the continuance of an Event of Default, each in accordance with this Agreement and the other Transaction Documents: (a) open mail for the Borrower’s and Holding’s, as applicable, and ask, demand, collect, give acquittances and receipts for, take possession of, or endorse and receive payment of, any checks, drafts, notes, acceptances, or other instruments for the payment of moneys due, and sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, and notices; (b) effect any repairs to any of the Borrower’s and subject Holding’s, as applicable, assets, or continue or obtain any insurance and pay all or any part of the premiums therefor and costs thereof, and make, settle and adjust all claims under such policies of insurance, and make all determinations and decisions with respect to such policies; (c) pay or discharge any taxes, Liens, or other encumbrances levied or placed on or threatened against the Borrower and Holding, as applicable, or the Borrower’s and Holding’s, as applicable, property; (d) to the terms extent related to the Collateral and conditions set forththe transactions contemplated by the Transaction Documents, defend any suit, action or proceeding brought against the Borrower and Holding, as applicable, if the Borrower and Holding, as applicable, does not defend such suit, action or proceeding or if Attorney reasonably believes that it is not pursuing such defense in a manner that will maximize the recovery to Attorney, and settle, compromise or adjust any suit, action, or proceeding described above and, in connection therewith, give such discharges or releases as Attorney may deem appropriate; (e) to the extent related to any Collateral, file or prosecute any claim, litigation, suit or proceeding in this Agreement including without limitation any court of competent jurisdiction or before any arbitrator, or take any other action otherwise deemed appropriate by Attorney for the following powers: purpose of collecting any and all such moneys due to the Borrower and Holding, as applicable, whenever payable and to enforce any other right in respect of the Borrower’s and Holding’s, as applicable, property; (if) to the extent related to any Collateral, sell, transfer, pledge, make any agreement with respect to, or otherwise deal with, any of the Borrower’s and Holding’s, as applicable, property, and execute, in connection with such sale or action, any endorsements, assignments or other instruments of conveyance or transfer in connection therewith; (g) to give any necessary receipts or acquittance for amounts collected or received hereunder, under this Agreement; (iih) to make all necessary transfers of the Collateral in connection with any such sale or other disposition made pursuant hereto, to this Agreement; (iiii) to execute and deliver for value all necessary or appropriate bills of sale, assignments and other instruments in connection with any such sale or other dispositiondisposition of the Collateral, the Borrower and Holding, as applicable, hereby ratifying and confirming all that such attorney Attorney (or any substitute) shall lawfully do or cause to be done hereunder and pursuant hereto, and ; (ivj) to send such notification forms as the Attorney deems appropriate to give notice to Obligors of the Secured Parties’ interest in the Collateral; (k) to sign any agreements, orders or other documents in connection with or pursuant to any Transaction Document. Nevertheless, if so requested ; (l) to cause the certified public accountants then engaged by the Collateral Borrower and Holding, as applicable, to prepare and deliver to the Calculation Agent at any time and from time to time, promptly upon the Calculation Agent’s request, any reports required to be prepared by or on behalf of the Borrower and Holding, as applicable, under the Transaction Documents, all as though the Calculation Agent were the absolute owner of the Borrower’s and Holding’s, as applicable, property for all purposes, and (m) to do, at Attorney’s option and the Borrower’s and Holding’s, as applicable, expense, at any time or from time to time, all acts and other things that Attorney reasonably deems necessary or desirable (as determined by the Administrative Agent acting at the direction of the Majority Lenders) to perfect and maintain the perfection of and the priority of the interest of the Administrative Agent, for the benefit of the Secured Parties, in the Collateral, or realize upon the Collateral and the Liens of the Administrative Agent, for the benefit of the Secured Parties, thereon (including without limitation the execution and filing of UCC financing statements and continuation statements as provided by the terms of this Agreement or any other -148- Transaction Document), all as fully and effectively as the Borrower shall ratify and confirm any such sale or other disposition by executing and delivering to the Collateral Agent all proper bills of saleHolding, assignmentsas applicable, releases and other instruments as may be designated in any such request. (b) No person to whom this power of attorney is presented as authority for the Collateral Agent to take any action or actions contemplated by clause (a) shall inquire into or seek confirmation from the Borrower as to the authority of the Collateral Agent to take any action described below, or as to the existence of or fulfillment of any condition to the power of attorney described in clause (a), which is intended to grant to the Collateral Agent unconditionally the authority to take and perform the actions contemplated herein, and the Borrower irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity that acts in reliance upon or acknowledges the authority granted under this power of attorneymight do. The power of attorney granted in clause (a) This appointment is coupled with an interest and may not be revoked or canceled by the Borrower until all obligations of the Borrower under the Transaction Documents have been paid in full and the Collateral Agent has provided its written consent theretois irrevocable. (c) Notwithstanding anything to the contrary herein, the power of attorney granted pursuant to this Section 13.10 shall only be effective after the occurrence of an Event of Default.

Power of Attorney. This Power of Attorney is executed and delivered by [NAME OF GRANTOR], a [ ] [corporation][limited liability company] (a“Grantor”) The Borrower hereby irrevocably appoints to U.S. BANK NATIONAL ASSOCIATION (“Attorney”), as collateral agent for its benefit and the Collateral Agent as its true and lawful attorney (with full power of substitution) in its name, place and stead and at its expense, in connection with the enforcement benefit of the rights and remedies provided for (and subject to the terms and conditions set forth) in this Agreement including without limitation the following powers: (i) to give any necessary receipts or acquittance for amounts collected or received hereunderSecured Parties under a Security Agreement, (ii) to make all necessary transfers dated as of the Collateral in connection with any such sale or other disposition made pursuant heretodate hereof, (iii) to execute and deliver for value all necessary or appropriate bills of sale, assignments and other instruments in connection with any such sale or other disposition, related documents (the Borrower hereby ratifying and confirming all that such attorney (or any substitute) shall lawfully do hereunder and pursuant hereto, and (iv) to sign any agreements, orders or other documents in connection with or pursuant to any Transaction Document“Security Documents”). Nevertheless, if so requested by the Collateral Agent (at the direction of the Agent), the Borrower shall ratify and confirm any such sale or other disposition by executing and delivering to the Collateral Agent all proper bills of sale, assignments, releases and other instruments as may be designated in any such request. (b) No person to whom this power Power of attorney Attorney is presented presented, as authority for the Collateral Agent Attorney to take any action or actions contemplated by clause (a) hereby, shall be required to inquire into or seek confirmation from the Borrower Grantor as to the authority of the Collateral Agent Attorney to take any action described below, or as to the existence of or fulfillment of any condition to the power this Power of attorney described in clause (a)Attorney, which is intended to grant to the Collateral Agent Attorney unconditionally the authority to take and perform the actions contemplated herein, and the Borrower irrevocably Grantor irrevocable waives any right to commence any suit or action, in law or equity, against any person or entity that which acts in reliance upon or acknowledges the authority granted under this power Power of attorneyAttorney. The power of attorney granted in clause (a) hereby is coupled with an interest interest, and may not be revoked or canceled by Grantor without Attorney’s written consent. Grantor hereby irrevocably constitutes and appoints Attorney (and all officers, employees or agents designated by Attorney), with full power of substitution, as Grantor’s true and lawful attorney-in-fact with full irrevocable power and authority in the Borrower until place and stead of Grantor and in the name of Grantor or in its own name, from time to time in Attorney’s discretion, to take any and all obligations appropriate action and to execute and deliver any and all documents and instruments which may be necessary to accomplish the purposes of the Borrower Security Documents and, without limiting the generality of the foregoing, Grantor hereby grants to Attorney the power and right, on behalf of Grantor, without notice to or assent by Grantor, and subject to the terms of the Security Agreement at any time, to do the following: (a) change the mailing address of Grantor, open a post office box on behalf of Grantor, open mail for Grantor, and ask, demand, collect, give acquittances and receipts for, take possession of, endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, and notices in connection with any property of Grantor; (b) effect any repairs to any asset of Grantor, or continue to obtain any insurance and pay all or any part of the premiums therefor and costs thereof, and make, settle and adjust all claims under the Transaction Documents have been paid in full such policies of insurance, and the Collateral Agent has provided its written consent thereto. make all determinations and decisions with respect to such policies; (c) Notwithstanding anything pay or discharge any taxes, liens, security interests, or other encumbrances levied or placed on or threatened against Grantor or its property; (d) defend any suit, action or proceeding brought against Grantor if Grantor does not defend such suit, action or proceeding or if Attorney reasonably believes that Grantor is not pursuing such defense in a manner that will maximize the recovery to Attorney, and settle, compromise or adjust any suit, action, or proceeding described above and, in connection therewith, give such discharges or releases as Attorney may deem reasonably appropriate; (e) file or prosecute any claim, litigation, suit or proceeding in any court of competent jurisdiction or before any arbitrator, or take any other action otherwise deemed appropriate by Attorney for the purpose of collecting any and all such moneys due to Grantor whenever payable and to enforce any other right in respect of Grantor’s property; (f) cause the certified public accountants then engaged by Grantor to prepare and deliver to Attorney at any time and from time to time, promptly upon Attorney’s request, the following reports: (1) a reconciliation of all accounts; (2) an aging of all accounts, (3) trial balances and (4) test verifications of such accounts as Attorney may request; (g) communicate in its own name with any party to any Contract with regard to the contrary hereinassignment of the right, title and interest of such Grantor in and under the power Contractual Obligations and other matters relating thereto; (h) to file such financing statements with respect to the Security Agreement, with or without Grantor’s signature, or to file a photocopy of attorney granted pursuant the Security Agreement in substitution for a financing statement, as the Attorney may deem appropriate and to this Section 13.10 execute in Grantor’s name such financing statements and amendments thereto and continuation statements which may require Grantor’s signature; and (i) execute, in connection with sale provided for in any Security Document, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral and to otherwise direct such sale or resale, all as though Attorney were the absolute owner of the property of Grantor for all purposes, and to do, at Attorney’s option and Grantor’s expense, at any time or from time to time, all acts and other things that Attorney reasonably deems necessary to perfect, preserve, or realize upon Grantor’s property or assets and Attorney’s Liens thereon, all as fully and effectively as Grantor might do. Grantor hereby ratifies, to the extent permitted by law, all that said Attorney shall only lawfully do or cause to be effective after the occurrence of an Event of Defaultdone by virtue hereof.

Power of Attorney. (a) The Borrower Each Grantor hereby irrevocably appoints the Collateral Agent and its employees and agents as its such Grantor’s true and lawful attorney (attorneys-in-fact, with full power of substitution, to do (a) in its nameall things required to be done by such Grantor under this Agreement or the other Discount Note Documents, place and stead (b) all things that the Collateral Agent may deem necessary or advisable to assure the attachment, perfection and at its expense, in connection with first priority of the enforcement of Security Interest or otherwise to exercise the rights and remedies provided for (and subject to of the terms and conditions set forth) in Noteholders hereunder or carry out the intent of this Agreement (including without limitation the following powers: by signing and filing or registering any Supplemental Documentation (i) to give including any necessary receipts or acquittance for amounts collected or received hereunder, (ii) to make all necessary transfers of financing statement covering the Collateral and any absolute assignment of any Patents, Trademarks and Copyrights upon foreclosure sale) or voting any Investment Property included in connection with any such sale or other disposition made pursuant hereto, (iii) to execute and deliver for value all necessary or appropriate bills of sale, assignments and other instruments in connection with any such sale or other disposition, the Borrower hereby ratifying and confirming all that such attorney (or any substitute) shall lawfully do hereunder and pursuant hereto, and (iv) to sign any agreements, orders or other documents in connection with or pursuant to any Transaction Document. Nevertheless, if so requested by the Collateral Agent (at the direction of the AgentCollateral), the Borrower shall ratify and confirm any such sale or other disposition by executing and delivering to the Collateral Agent all proper bills of sale, assignments, releases and other instruments as may be designated in any such request. (b) No person to whom this power of attorney is presented as authority for Without limitation, the Collateral Agent and its employees and agents shall be entitled to (i) file financing statements in respect of the Collateral, including financing statements describing such property as “all assets” or “all personal property,” whether now owned or hereafter acquired or (ii) affix, by facsimile signature or otherwise, the general or special endorsement of any Grantor, in such manner as the Collateral Agent shall deem advisable, to any Instruments, tangible Chattel Paper or certificated securities that have been delivered to or obtained by the Collateral Agent without appropriate endorsement or assignment, which endorsement shall be effective for all purposes. The Collateral Agent shall be under no obligation whatsoever to take any action of the foregoing actions, and absent gross negligence or actions contemplated by clause (a) willful misconduct, the Collateral Agent and its shareholders, directors, officers, employees and agents shall inquire into have no liability or seek confirmation from the Borrower as to the authority responsibility for any act taken or omitted with respect thereto. A copy of this Agreement shall be conclusive evidence of the Collateral Agent to take any action described below, or as to the existence of or fulfillment of any condition to the power of attorney described in clause (a), which is intended to grant to the Collateral Agent unconditionally the authority to take and perform the actions contemplated herein, and the Borrower irrevocably waives any Agent’s right to commence any suit or action, in law or equity, against any person or entity that acts in reliance upon or acknowledges the authority granted act under this power of attorney. The power of attorney granted in clause (a) is coupled with an interest and may not be revoked or canceled by the Borrower until Section 2.03 as against all obligations of the Borrower under the Transaction Documents have been paid in full and the Collateral Agent has provided its written consent theretothird parties. (c) Notwithstanding anything to the contrary herein, the power of attorney granted pursuant to this Section 13.10 shall only be effective after the occurrence of an Event of Default.

Power of Attorney. (a) The Borrower Each Loan Party and the Servicer hereby irrevocably appoints during, upon the occurrence and(whether by declaration or automatic occurrence) and during the continuation of an Event of Default, the Collateral Agent as its true and lawful attorney (with full power of substitution) in its name, place and stead and at its expenseexpense (at the direction of the Facility Agent), in connection with the enforcement of the rights and remedies provided for (and subject to the terms and conditions set forth) forth in this Agreement including without limitation the following powers: (i) to give any necessary receipts or acquittance for amounts collected or received hereunder, (ii) to make all necessary transfers of the Collateral in connection with any such sale or other disposition made pursuant hereto, (iii) to execute and deliver for value all necessary or appropriate bills of sale, assignments and other instruments in connection with any such sale or other disposition, such Loan Party and the Borrower Servicer hereby ratifying and confirming all that such attorney (or any substitute) shall lawfully do hereunder and pursuant hereto, and (iv) to sign any agreements, orders or other documents in connection with or pursuant to any Transaction Document. Nevertheless, if so requested by the Collateral Agent Agent, subject to Section 13.3(c) above, such Loan Party, upon five (at 5) days’ notice from the direction of the Collateral Agent), the Borrower shall ratify and confirm any such sale or other disposition by executing and delivering to the Collateral Agent all proper bills of sale, assignments, releases and other instruments as may be designated in any such request. (b) No person to whom this power of attorney is presented as authority for the Collateral Agent to take any action or actions contemplated by clause (a) shall inquire into or seek confirmation from such Loan Party or the Borrower Servicer as to the authority of the Collateral Agent to take any action described below, or as to the existence of or fulfillment of any condition to the power of attorney described in clause (a), which is intended to grant to the Collateral Agent unconditionally the authority to take and perform the actions contemplated herein, and each Loan Party and the Borrower Servicer irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity that entityPerson that, in good faith, acts in reliance upon or acknowledges the authority expressly granted under this power of attorney. The power of attorney granted in clause (a) is coupled with an interest and may not be revoked or canceled by such Loan Party or the Borrower Servicer until all Obligations (other than contingent obligations for which no claim has been made) of the Borrower such Loan Party under the Transaction Documents have been paid in full and the Collateral Agent has provided its written consent thereto. (c) Notwithstanding anything to the contrary herein, the power of attorney granted pursuant to this Section 13.10 shall only be effective after the occurrence and during the continuation of an Event of DefaultDefault and subject to the rights of the Purchasing Parties set forth in the Side Letter.

Power of Attorney. (a) The Borrower hereby irrevocably appoints the Collateral Agent as its true and lawful attorney (with full power of substitution) in its name, place and stead and at its expense, in connection with the enforcement of the rights and remedies provided for (and subject to the terms and conditions set forth) in this Agreement including without limitation the following powers: (i) to give any necessary receipts or acquittance for amounts collected or received hereunder, (ii) to make all necessary transfers of the Collateral in connection with any such sale or other disposition made pursuant hereto, (iii) to execute and deliver for value all necessary or appropriate bills of sale, assignments and other instruments in connection with any such sale or other disposition, the Borrower hereby ratifying and confirming all that such attorney (or any substitute) shall lawfully do hereunder and pursuant hereto, and (iv) to sign any agreements, orders or other documents in connection with or pursuant to any Transaction Document. Nevertheless, if so requested by the Collateral Agent (at the direction of the Agent), the Borrower shall ratify and confirm any such sale or other disposition by executing and delivering to the Collateral Agent all proper bills of sale, assignments, releases and other instruments as may be designated in any such request. (b) No person to whom this power of attorney is presented as authority for the Collateral Agent to take any action or actions contemplated by clause (a) shall inquire into or seek confirmation from the Borrower as to the authority of the Collateral Agent to take any action described below, or as to the existence of or fulfillment of any condition to the power of attorney described in clause (a), which is intended to grant to the Collateral Agent unconditionally the authority to take and perform the actions contemplated herein, and the Borrower irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity that acts in reliance upon or acknowledges the authority granted under this power of attorney. The power of attorney granted in clause (a) is coupled with an interest and may not be revoked or canceled by the Borrower until all obligations of the Borrower under the Transaction Documents have been paid in full and the Collateral Agent has provided its written consent thereto. (c) Notwithstanding anything to the contrary herein, the power of attorney granted pursuant to this Section 13.10 shall only be effective after the occurrence and during the continuation of an Event of Default.

Power of Attorney. (a) The Borrower Assignor hereby irrevocably constitutes and appoints the Collateral Agent Bank and any officer thereof, with full power of substitution, as its true and lawful attorney (attorney-in-fact with full irrevocable power and authority in the place and stead of substitution) the Assignor or in its name, place from time to time in the Bank’s discretion for the purpose of carrying out the terms of this Assignment, to take any and stead all appropriate action and at its expenseto execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Assignment and, in connection with without limiting the enforcement generality of the rights foregoing, the Assignor hereby gives the Bank the power and remedies provided for right on behalf of the Assignor, either before or after an Event of Default (as defined in the Loan Documents), and subject without notice to or assent by the terms and conditions set forth) in this Agreement including without limitation Assignor, to do the following powers: following: (i) to give receive payment of, endorse, and receipt for, any necessary receipts and all monies, claims and other amounts due and to become due at any time in respect of or acquittance for amounts collected or received hereunder, arising out of the Escrow Agreement; (ii) to make all necessary transfers commence and prosecute any suits, actions or proceeding at law or in equity in any court of competent jurisdiction to collect any amounts due under the Escrow Agreement and to enforce any other right in respect of the Collateral in connection with any such sale or other disposition made pursuant hereto, Escrow Agreement; (iii) to execute and deliver for value all necessary settle, compromise or appropriate bills of saleadjust any suit, assignments and other instruments action or proceeding described above, and, in connection with any therewith, to give such sale discharges or other disposition, releases as the Borrower hereby ratifying and confirming all that such attorney (or any substitute) shall lawfully do hereunder and pursuant hereto, and Bank may deem appropriate; (iv) to sign any agreementsnegotiate with, orders or other documents in connection enter into further agreements with, and otherwise deal with or pursuant to any Transaction Document. Nevertheless, if so requested by the Collateral Agent (at the direction of the Agent), the Borrower shall ratify and confirm any such sale or other disposition by executing and delivering Contracting Party with respect to the Collateral Agent all proper bills of sale, assignments, releases Escrow Agreement and other instruments as may be designated in any such request.the subject matter thereof; and (bv) No person to whom do at any time, or from time to time, all acts and things which the Bank deems necessary to protect or preserve the Escrow Agreement and the Bank’s security interest and rights therein in order to effect the intent of this Assignment, all as fully and effectively as the Assignor might do. The Assignor hereby ratifies all that such attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is presented as authority for the Collateral Agent to take any action or actions contemplated by clause (a) shall inquire into or seek confirmation from the Borrower as to the authority of the Collateral Agent to take any action described below, or as to the existence of or fulfillment of any condition to the a power of attorney described in clause (a), which is intended to grant to the Collateral Agent unconditionally the authority to take and perform the actions contemplated herein, and the Borrower irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity that acts in reliance upon or acknowledges the authority granted under this power of attorney. The power of attorney granted in clause (a) is coupled with an interest interest, will be irrevocable and may not be revoked or canceled by the Borrower until all obligations shall terminate only upon indefeasible payment in full of the Borrower under the Transaction Documents have been paid in full Obligations and the Collateral Agent has provided its written consent theretotermination of this Assignment. The powers conferred upon the Bank hereunder are solely to protect the Bank’s interests in the Escrow Agreement and will not impose any duty upon it to exercise any such powers. The Bank will be accountable only for amounts that it actually receives as a result of the exercise of such powers. (c) Notwithstanding anything to the contrary herein, the power of attorney granted pursuant to this Section 13.10 shall only be effective after the occurrence of an Event of Default.

Power of Attorney. This Power of Attorney is executed and delivered by [Seller or Servicer] (a) The Borrower hereby irrevocably appoints "AVONDALE"), as the Collateral [Seller/Servicer] under the Purchase Agreement (each as defined below), to General Electric Capital Corporation, as Administrative Agent under the Purchase Agreement (hereinafter referred to as its true "ATTORNEY"), pursuant to that certain Receivables Purchase and lawful attorney Servicing Agreement dated as of August 30, 2002 (with full power of substitution) in its namethe "PURCHASE AGREEMENT"), place by and stead and at its expense, in connection with the enforcement of the rights and remedies provided for (and subject to the terms and conditions set forth) in this Agreement including without limitation the following powers: (i) to give any necessary receipts or acquittance for amounts collected or received hereunder, (ii) to make all necessary transfers of the Collateral in connection with any such sale or other disposition made pursuant hereto, (iii) to execute and deliver for value all necessary or appropriate bills of sale, assignments and other instruments in connection with any such sale or other dispositionamong AVONDALE, the Borrower hereby ratifying other parties thereto and confirming all that such attorney (or any substitute) Attorney and the other Related Documents. Capitalized terms used herein and not otherwise defined shall lawfully do hereunder and pursuant hereto, and (iv) have the meanings ascribed to sign any agreements, orders or other documents them in connection with or pursuant to any Transaction Documentthe Purchase Agreement. Nevertheless, if so requested by the Collateral Agent (at the direction of the Agent), the Borrower shall ratify and confirm any such sale or other disposition by executing and delivering to the Collateral Agent all proper bills of sale, assignments, releases and other instruments as may be designated in any such request. (b) No person to whom this power Power of attorney Attorney is presented presented, as authority for the Collateral Agent Attorney to take any action or actions contemplated by clause (a) hereby, shall inquire into or seek confirmation from the Borrower AVONDALE as to the authority of the Collateral Agent Attorney to take any action described below, or as to the existence of or fulfillment of any condition to the power this Power of attorney described in clause (a)Attorney, which is intended to grant to the Collateral Agent Attorney unconditionally the authority to take and perform the actions contemplated herein, herein and any Person may irrevocably rely on this Power of Attorney as evidence of the Borrower irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity that acts in reliance upon or acknowledges the authority granted under this Attorney's power of attorneyand authority. The power of attorney granted in clause (a) hereby is coupled with an interest and may not be revoked or canceled cancelled by the Borrower AVONDALE until all obligations of the Borrower Seller Secured Obligations under the Transaction Related Documents have been indefeasibly paid in full and the Collateral Agent Attorney has provided its written consent thereto. . AVONDALE hereby irrevocably constitutes and appoints Attorney (c) Notwithstanding anything and all officers, employees or agents designated by Attorney), with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in its place and stead and in its name or in Attorney's own name, from time to time in Attorney's discretion, upon the contrary hereinoccurrence and during the continuance of any Termination Event, to take any and all appropriate action and to execute and deliver any and all documents and instruments that may be necessary or desirable to accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, hereby grants to Attorney the power of attorney granted pursuant and right, on its behalf, without notice to this Section 13.10 shall only be effective after or assent by it to do the occurrence of an Event of Default.following:

Power of Attorney. (a) The Borrower DEALER hereby irrevocably constitutes and appoints the Collateral Agent FIRMAUTO USA and its authorized officers and attorneys-in-fact of each, as its true and lawful attorney (agent and attorney-in-fact, with full power and authority to: (a.) receive, endorse, cash, collect and or negotiate any check, or other instrument of substitutionpayment by any Buyer under any Contract, including, but not limited to, any payments received from a Chapter 7 and/or Chapter 13 bankruptcy trustee (the “Receivables”); ( b.) in its nametake any and all steps to service the Receivables, place repossess the underlying Collateral and stead sign title and at its expensecourt documents with respect to same; ( c.) place, in connection with the enforcement of enforce, release, modify and transfer the rights and remedies provided for (and subject interests granted to DEALER with respect to the terms Contracts and conditions set forth) Collateral, including, but not limited to, rights with respect to insurance policies, rebates from Ancillary Products (as defined in this Agreement including without limitation the following powers: Section 12), motor vehicles, certificate of title and motor vehicle liens; (id.) to give endorse checks payable to DEALER from insurance carriers in payment of casualty insurance claims arising from any Collateral on which FIRMAUTO USA is the lien holder; (e.) execute, swear to, acknowledge, deliver, file and record in the appropriate public offices all certificates, documents and other instruments that FIRMAUTO USA deems appropriate or necessary receipts or acquittance for amounts collected or received hereunder, (ii) to make all necessary transfers effect any of the Collateral foregoing or its rights hereunder; and (f.) take any and all further action as may be required with respect to the Collateral. The foregoing power of attorney is hereby declared to be irrevocable and a special power coupled with an interest, in connection with any recognition of the fact that FIRMAUTO USA will be relying upon this power to act as contemplated by this Agreement, and it shall extend to such sale or other disposition made pursuant hereto, (iii) to DEALER’s successors and assigns. DEALER shall execute and deliver for value all necessary or appropriate bills of saleto FIRMAUTO USA, assignments and other instruments in connection with any such sale or other disposition, the Borrower hereby ratifying and confirming all that such attorney within fifteen (or any substitute15) shall lawfully do hereunder and pursuant hereto, and (iv) to sign any agreements, orders or other documents in connection with or pursuant to any Transaction Document. Nevertheless, if so requested by the Collateral Agent (at the direction days after receipt of the Agent)FIRMAUTO USA’ request therefore, the Borrower shall ratify and confirm any such sale or other disposition by executing and delivering to the Collateral Agent all proper bills further designation, powers of sale, assignments, releases attorney and other instruments as may be designated in any such requestFIRMAUTO USA deems necessary to effectuate this Agreement and its rights hereunder. (b) No person to whom this power of attorney is presented as authority for the Collateral Agent to take any action or actions contemplated by clause (a) shall inquire into or seek confirmation from the Borrower as to the authority of the Collateral Agent to take any action described below, or as to the existence of or fulfillment of any condition to the power of attorney described in clause (a), which is intended to grant to the Collateral Agent unconditionally the authority to take and perform the actions contemplated herein, and the Borrower irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity that acts in reliance upon or acknowledges the authority granted under this power of attorney. The power of attorney granted in clause (a) is coupled with an interest and may not be revoked or canceled by the Borrower until all obligations of the Borrower under the Transaction Documents have been paid in full and the Collateral Agent has provided its written consent thereto. (c) Notwithstanding anything to the contrary herein, the power of attorney granted pursuant to this Section 13.10 shall only be effective after the occurrence of an Event of Default.

Power of Attorney. (a) The Borrower irrevocably authorizes the Administrative Agent and appoints the Administrative Agent as its attorney in fact to act on behalf of the Borrower to file financing statements necessary or desirable in the Administrative Agent’s sole discretion to perfect and to maintain the perfection and priority of the interest of the Secured Parties in the Collateral Portfolio in such offices as the Administrative Agent in its sole discretion deems necessary or desirable. This appointment is coupled with an interest and is irrevocable. (b) Each of the Borrower and the Collateral Manager hereby irrevocably appoints the Collateral Administrative Agent as its true and lawful attorney (with full power of substitution) in its name, place and stead and at its expense, in connection with the enforcement of the rights and remedies provided for (and subject to the terms and conditions set forth) in this Agreement including without limitation the following powers: (i) to give any necessary receipts or acquittance for amounts collected or received hereunder, (ii) to make all necessary transfers of the Collateral Portfolio in connection with any such sale or other disposition made pursuant hereto, (iii) to execute and deliver for value all necessary or appropriate bills of sale, assignments and other instruments in connection with any such sale or other disposition, the Borrower and the Collateral Manager hereby ratifying and confirming all that such attorney (or any substitute) shall lawfully do hereunder and pursuant hereto, and (iv) to sign any agreements, orders or other documents in connection with or pursuant to any Transaction Document, (v) to give notice to the Obligors and related agents of the Collateral Agent’s interest in the Collateral Portfolio and the obligation to make payments as directed by the Administrative Agent, and (vi) to exercise directly the Borrower’s and the Collateral Manager’s rights under this Agreement. Nevertheless, if so requested by the Collateral Agent (at the direction of the Administrative Agent), the Borrower shall ratify and confirm any such sale or other disposition by executing and delivering to the Collateral Administrative Agent all proper bills of sale, assignments, releases and other instruments as may be designated in any such request.. USActive 60058040.860058040.11 -183- (bc) No person to whom this power of attorney is presented as authority for the Collateral Administrative Agent to take any action or actions contemplated by clause (a) shall inquire into or seek confirmation from the Borrower or the Collateral Manager as to the authority of the Collateral Administrative Agent to take any action described below, or as to the existence of or fulfillment of any condition to the power of attorney described in clause (ab), which is intended to grant to the Collateral Administrative Agent unconditionally the authority to take and perform the actions contemplated herein, and to the extent permitted by Applicable Law, the Borrower irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity that acts in reliance upon or acknowledges the authority granted under this power of attorney. The power of attorney granted in clause (ab) is coupled with an interest and may not be revoked or canceled by the Borrower until all obligations of the Borrower under the Transaction Documents have been paid in full and or the Collateral Agent has provided its written consent theretoManager until the Collection Date. (cd) Notwithstanding anything to the contrary herein, the power of attorney granted pursuant to this Section 13.10 12.18 shall only be effective exercisable after the occurrence and during the continuance of an Event of Default.

Power of Attorney. (a) The Borrower Each Shareholder hereby irrevocably appoints ----------------- Xxxxxxx X. Xxxxxxxxxxx, D.D.S. as such Shareholder's attorney-in-fact and agent (the Collateral "Agent"), and grants to the Agent as its true and lawful attorney (with full power of substitution) and authority to take any and all actions, and perform and do any and all things, in its name, such Shareholder's place and stead and at its expensestead, which the Agent may deem necessary or appropriate in connection with the enforcement of the rights and remedies provided for (and subject to the terms and conditions set forth) in this Agreement or the transactions contemplated by this Agreement, as fully as such Shareholder might or could do if personally present and acting, including without limitation the following powers: (i) to give any necessary receipts executing, acknowledging or acquittance for amounts collected or received hereunder, (ii) to make all necessary transfers of the Collateral in connection with any such sale or other disposition made pursuant hereto, (iii) to execute and deliver for value all necessary or appropriate bills of sale, assignments and other instruments in connection with any such sale or other disposition, the Borrower hereby ratifying and confirming all that such attorney (or any substitute) shall lawfully do hereunder and pursuant heretoverifying, and (iv) to sign delivering any agreementsamendments, orders consents, acknowledgements or other documents relating to this Agreement or the transactions contemplated by this Agreement, receiving and giving notices under this Agreement, and taking any and all other actions which are permitted or required to be taken by such Shareholder under this Agreement. The Agent may conclusively rely on any consent, approval, authorization, acknowledgement, election, agreement, or other action made or given by Shareholders who own a majority in connection with interest of the RDG Stock, which action shall be binding on all Shareholders. The Agent may resign at any time and may be removed at any time by Shareholders who own a majority in interest of the RDG Stock. Within 15 days following any such resignation or pursuant to any Transaction Document. Nevertheless, if so requested by removal or upon the Collateral Agent (at the direction incapacity of the Agent), the Borrower Shareholders shall ratify and confirm any appoint a successor Agent to act pursuant to this section, which successor shall be such sale or other disposition by executing and delivering to the Collateral Agent all proper bills of sale, assignments, releases and other instruments person as may be designated in writing by Shareholders owning a majority in interest of the RDG Stock, which designation shall be provided to the other Shareholders and ADP in order to make such designation effective. Notwithstanding the preceding paragraphs, if, at any such request. time, no Agent is then serving pursuant to this section (b) No person to whom this power for any reason), then Shareholders owning a majority in interest of attorney is presented as the RDG Stock shall have full authority for the Collateral Agent to take any action or and all actions contemplated under this agreement which could be taken by clause (a) the Agent, which actions shall inquire into or seek confirmation from the Borrower as to the authority be binding on all of the Collateral Agent Shareholders. ADP shall be entitled to take rely conclusively on any action described belowconsent, approval, authorization, acknowledgement, election, agreement, or as to the existence of or fulfillment of any condition to the power of attorney described in clause (a), which is intended to grant to the Collateral Agent unconditionally the authority to take and perform the actions contemplated herein, and the Borrower irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity that acts in reliance upon or acknowledges the authority granted under this power of attorney. The power of attorney granted in clause (a) is coupled with an interest and may not be revoked or canceled by the Borrower until all obligations other action of the Borrower under Agent or Shareholders owning a majority in interest of the Transaction Documents have been paid in full and the Collateral Agent has provided its written consent theretoRDG Stock. (c) Notwithstanding anything to the contrary herein, the power of attorney granted pursuant to this Section 13.10 shall only be effective after the occurrence of an Event of Default.

Power of Attorney. (a) The Borrower hereby By executing and delivering the Letter of Transmittal, a tendering BACs holder irrevocably appoints the Collateral Agent Purchaser and the designees of the Purchaser and each of them as its true and lawful attorney (such BACs holder's proxies, in the manner set forth in the Letter of Transmittal, each with full power of substitution, to the full extent of such BACs holder's rights with respect to the BACs tendered by such BACs holder and accepted for payment by the Purchaser (and with respect to any and all other BACs or other securities issued or issuable in respect of such BACs on or after the date hereof). All such proxies shall be considered irrevocable and coupled with an interest in the tendered BACs. Such appointment will be effective when, and only to the extent that, the Purchaser accepts such BACs for payment. Upon such acceptance for payment, all prior proxies given by such BACs holder with respect to such BACs (and such other BACs and securities) will be revoked without further action, and no subsequent proxies may be given nor any subsequent written consents executed (and, if given or executed, will not be deemed effective). The Purchaser and its designees will, with respect to the BACs (and such other BACs and securities) for which such appointment is effective, be empowered to exercise all voting and other rights of such BACs holder as it in its name, place and stead and at its expensesole discretion may deem proper pursuant to the Partnership Agreement or otherwise. The Purchaser may assign such proxy and/or power of attorney to any person with or without assigning the related BACs with respect to which such proxy and/or power of attorney was granted. The Purchaser reserves the right to require that, in connection order for BACs to be deemed validly tendered, immediately upon the Purchaser's payment for such BACs, the Purchaser must be able to exercise full voting rights with respect to such BACs and other securities. In addition, pursuant to such appointment as attorneys-in-fact, the enforcement of Purchaser and its designees each will have the rights and remedies provided for (and subject to the terms and conditions set forth) in this Agreement including without limitation the following powers: power, among other things, (i) to give seek to transfer ownership of such BACs on the books and records of the Partnership maintained by the Assignor Limited Partner (and execute and deliver any accompanying evidences of transfer and authenticity any of them may deem necessary receipts or acquittance appropriate in connection therewith, including, without limitation, any documents or instruments required to be executed under the Partnership Agreement or a "Transferor's (Seller's) Application for amounts collected or received hereunderTransfer" created by the NASD, if required), (ii) to make all necessary transfers upon receipt by the Information Agent/Depositary (as the tendering BACs holder's agent) of the Collateral Purchase Price, to be allocated all Tax Credits and tax losses and to receive any and all distributions made by the Partnership after the Expiration Date, and to receive all benefits and otherwise exercise all rights of beneficial ownership of such BACs in connection accordance with any such sale or other disposition made pursuant heretothe terms of the Offer, (iii) to execute and deliver for value all necessary or appropriate bills of sale, assignments and other instruments in connection with any such sale or other dispositionto the Partnership, the Borrower hereby ratifying General Partner and/or the Assignor Limited Partner (as the case may be) a change of address form instructing the Partnership to send any and confirming all that future distributions to which the Purchaser is entitled pursuant to the terms of the Offer in respect of tendered BACs to the address specified in such attorney (or any substitute) shall lawfully do hereunder and pursuant heretoform, and (iv) to sign endorse any agreementscheck payable to or upon the order of such BACs holder representing a distribution, orders or other documents in connection with or if any, to which the Purchaser is entitled pursuant to any Transaction Document. Nevertheless, if so requested by the Collateral Agent (at the direction terms of the Agent)Offer, in each case on behalf of the Borrower shall ratify and confirm any such sale or other disposition by tendering BACs holder. Assignment of Entire Interest in the Partnership. By executing and delivering the Letter of Transmittal, a tendering BACs holder irrevocably assigns to the Collateral Agent Purchaser and its assigns all proper bills of salethe, assignmentsdirect and indirect, releases right, title and other instruments as interest of such BACs holder in the Partnership with respect to the BACs tendered and purchased pursuant to the Offer, including, without limitation, such BACs holder's right, title and interest in and to any and all Tax Credits and tax losses and any and all distributions made by the Partnership after the Expiration Date in respect of the BACs tendered by such BACs holder and accepted for payment by the Purchaser, regardless of the fact that the record date for any such distribution may be designated a date prior to the Expiration Date. Upon the Purchaser's acceptance of, and payment for, tendered BACs, a tendering BACs holder will no longer be entitled to any benefits as a BACs holder, regardless of whether such BACs holder retains a Beneficial Assignment Certificate. The Purchaser reserves the right to transfer or assign, in whole or from time to time in part, to any third party, the right to purchase BACs tendered pursuant to the Offer, together with its rights under the Letter of Transmittal, but any such request. (b) No person transfer or assignment will not relieve the assigning party of its obligations under the Offer or prejudice the rights of tendering BACs holders to whom this power of attorney is presented as authority receive payment for the Collateral Agent to take any action or actions contemplated by clause (a) shall inquire into or seek confirmation from the Borrower as BACs validly tendered and accepted for payment pursuant to the authority of the Collateral Agent to take any action described below, or as to the existence of or fulfillment of any condition to the power of attorney described in clause (a), which is intended to grant to the Collateral Agent unconditionally the authority to take and perform the actions contemplated herein, and the Borrower irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity that acts in reliance upon or acknowledges the authority granted under this power of attorney. The power of attorney granted in clause (a) is coupled with an interest and may not be revoked or canceled by the Borrower until all obligations of the Borrower under the Transaction Documents have been paid in full and the Collateral Agent has provided its written consent theretoOffer. (c) Notwithstanding anything to the contrary herein, the power of attorney granted pursuant to this Section 13.10 shall only be effective after the occurrence of an Event of Default.

Power of Attorney. This Power of Attorney is executed and delivered by [Insert Name of Credit Party], a [Insert Credit Party’s State of Formation] [Insert Credit Party’s form of organization] (a) The Borrower hereby irrevocably appoints the Collateral Agent as its true and lawful attorney (with full power of substitution) in its name, place and stead and at its expense, in connection with the enforcement of the rights and remedies provided for (and subject to the terms and conditions set forth) in this Agreement including without limitation the following powers: (i“Grantor”) to give any necessary receipts or acquittance for amounts collected or received hereunderFEAC Agent, LLC (ii) hereinafter referred to make all necessary transfers as “Attorney”), as Administrative Agent, under a Loan and Security Agreement, dated as of the Collateral in connection with any such sale or other disposition made pursuant heretoDecember 30, (iii) to execute and deliver for value all necessary or appropriate bills of sale, assignments 2021 and other instruments related documents (the “Loan Documents”, capitalized terms used herein but not otherwise defined shall have the meaning assigned to them in connection with any such sale or other disposition, the Borrower hereby ratifying and confirming all that such attorney (or any substitute) shall lawfully do hereunder and pursuant hereto, and (iv) to sign any agreements, orders or other documents in connection with or pursuant to any Transaction DocumentLoan Documents). Nevertheless, if so requested by the Collateral Agent (at the direction of the Agent), the Borrower shall ratify and confirm any such sale or other disposition by executing and delivering to the Collateral Agent all proper bills of sale, assignments, releases and other instruments as may be designated in any such request. (b) No person to whom this power Power of attorney Attorney is presented presented, as authority for the Collateral Agent Attorney to take any action or actions contemplated by clause (a) hereby, shall be required to inquire into or seek confirmation from the Borrower Grantor as to the authority of the Collateral Agent Attorney to take any action described below, or as to the existence of or fulfillment of any condition to the power this Power of attorney described in clause (a)Attorney, which is intended to grant to the Collateral Agent Attorney unconditionally the authority to take and perform the actions contemplated herein, and the Borrower irrevocably Grantor irrevocable waives any right to commence any suit or action, in law or equity, against any person or entity that which acts in reliance upon or acknowledges the authority granted under this power Power of attorneyAttorney. The power of attorney granted in clause (a) hereby is coupled with an interest interest, and may not be revoked or canceled by Grantor without Attorney’s written consent. Grantor hereby irrevocably constitutes and appoints Attorney (and all officers, employees or agents designated by Attorney), with full power of substitution, as Grantor’s true and lawful attorney-in-fact with full irrevocable power and authority in the Borrower until place and stead of Grantor and in the name of Grantor or in its own name, from time to time in Attorney’s discretion, to take any and all obligations appropriate action and to execute and deliver any and all documents and instruments which may be necessary or desirable to accomplish the purposes of the Borrower under Loan Documents and, without limiting the Transaction Documents have been paid in full generality of the foregoing, Grantor hereby grants to Attorney the power and right, on behalf of Grantor, without notice to or assent by Grantor, and at any time, to sell, transfer, pledge make any agreement with respect to or otherwise deal with any of the Collateral Agent has provided its written consent thereto. in such manner as is consistent with the Uniform Commercial Code of the State of New York and as fully and completely as though Attorney were the absolute owner thereof for all purposes, and to do at the Grantor’s expense, at any time, or from time to time, all acts and things which Attorney deems necessary to protect, preserve or realize upon the Collateral and Attorney’s security interest therein, in order to effect the intent of the Loan Documents, all as fully and effectively as Grantor might do, including, without limitation, (ci) Notwithstanding anything the filing and prosecuting of registration and transfer applications with the appropriate federal or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) the exercise of voting rights with respect to voting securities, which rights may be exercised, if Attorney so elects, with a view to causing the liquidation in a commercially reasonable manner of assets of the issuer of any such securities and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral Grantor hereby ratifies, to the contrary hereinextent permitted by law, the power of attorney granted pursuant all that said Attorney shall lawfully do or cause to this Section 13.10 shall only be effective after the occurrence of an Event of Default.done by virtue hereof. ​ ​

Power of Attorney. (a) The Borrower Each Additional Holder, by its execution of this Agreement, hereby irrevocably makes, constitutes and appoints the Collateral Agent Parent (and such other Persons as its true and lawful attorney (may from time to time be designated by Parent) with full power of substitution) substitution and resubstitution, such Additional Holder’s true and lawful proxy, agent and attorney-in-fact, with full power and authority in its such Additional Holder’s name, place and stead stead, to execute, swear to, acknowledge, deliver, file and at its expense, in connection with the enforcement record all instruments and other documents and do such other acts which Parent reasonably deems appropriate or necessary to effect or evidence contribution and deposit of the rights Rollover Shares in accordance with Article I, its covenants in accordance with Article III, and remedies provided for (the other actions and subject obligations required of such Additional Holder pursuant to and in accordance with this Agreement, and such power of attorney may be exercised at any time and from time to time from the terms and conditions set forth) in date hereof until the termination of this Agreement including without limitation the following powers: (i) to give any necessary receipts or acquittance for amounts collected or received hereunder, (ii) to make all necessary transfers of the Collateral in connection with any such sale or other disposition made pursuant hereto, (iii) to execute and deliver for value all necessary or appropriate bills of sale, assignments and other instruments in connection with any such sale or other disposition, the Borrower hereby ratifying and confirming all that such attorney (or any substitute) shall lawfully do hereunder and pursuant hereto, and (iv) to sign any agreements, orders or other documents in connection with or pursuant to any Transaction Documentand in accordance with Section 6.17. Nevertheless, if so requested by the Collateral Agent (at the direction of the Agent), the Borrower shall ratify and confirm any such sale or other disposition by executing and delivering to the Collateral Agent all proper bills of sale, assignments, releases and other instruments as may be designated in any such request. (b) No person to whom this The foregoing power of attorney is presented as authority for irrevocable and coupled with an interest, and shall survive such Additional Holder’s death, disability, incapacity, dissolution, bankruptcy, insolvency or termination and the Collateral Agent transfer of all or any portion of its Company Common Stock and shall extend to take such Additional Hxxxxx’s heirs, successors, assigns and personal representatives, and any action or actions contemplated by clause (a) shall inquire into or seek confirmation from the Borrower as to the authority person dealing with Parent may conclusively and absolutely rely, without inquiry, upon any act of the Collateral Agent Parent as the act of Parent in the matters referred to take in this paragraph. Other than as provided in this paragraph, each Additional Holder shall not, directly or indirectly, grant any action described belowPerson any proxy (revocable or irrevocable), or as to the existence of or fulfillment of any condition to the power of attorney described in clause (a), which is intended or other authorization with respect to grant any of its Rollover Shares. Parent may terminate this proxy with respect to any Additional Holder at any time at its sole election by written notice provided to the Collateral Agent unconditionally the authority to take and perform the actions contemplated herein, and the Borrower irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity that acts in reliance upon or acknowledges the authority granted under this power of attorney. The power of attorney granted in clause (a) is coupled with an interest and may not be revoked or canceled by the Borrower until all obligations of the Borrower under the Transaction Documents have been paid in full and the Collateral Agent has provided its written consent theretoAdditional Holder. (c) Notwithstanding anything to the contrary herein, the power of attorney granted pursuant to this Section 13.10 shall only be effective after the occurrence of an Event of Default.

Power of Attorney. (a) The Borrower Company hereby irrevocably appoints the Collateral Agent Depositary as its true depositary for the Deposited Securities and lawful attorney (thereby authorizes and directs the Depositary to act in accordance with full power of substitution) in its name, place and stead and at its expense, in connection with the enforcement of the rights and remedies provided for (and subject to the terms and conditions set forth) forth in the Deposit Agreement and the applicable ADRs. Each Holder and Beneficial Owner, upon acceptance of this Receipt issued in accordance with the terms hereof or any beneficial interest therein, thereby appoints the Depositary its attorney-in-fact, with full power to delegate, to act on its behalf and to take any and all steps or action provided for or contemplated herein or in the Deposit Agreement with respect to the Deposited Securities, including without limitation the following powers: (i) but not limited to give any necessary receipts or acquittance for amounts collected or received hereunder, (ii) to make all necessary transfers those set forth in Section 3.5 and Article IV of the Collateral Deposit Agreement, and to take such further steps or action as the Depositary in connection with any such sale or other disposition made pursuant hereto, (iii) to execute and deliver for value all its reasonable discretion may deem necessary or appropriate bills to carry out the purposes of salethe Deposit Agreement. FOR VALUE RECEIVED, assignments the undersigned hereby sells, assigns and other instruments in connection with any such sale transfers unto (Please insert social security or other disposition(Please print or typewrite name and address of assignee) identifying number of assignee) the within American Depositary Receipt and all rights and interests represented thereby, and hereby irrevocably constitutes and appoints attorney to transfer the same on the books of the within named Depositary, with full power of substitution in the premises. Dated: Signature NOTE: The signature to any endorsement hereon must correspond with the name as written upon the face of the Receipt in every particular, without alteration or enlargement or any change whatever. If the endorsement be executed by an attorney, executor, administrator, trustee or guardian, the Borrower hereby ratifying and confirming all that person executing the endorsement must give his full title in such attorney (or any substitute) shall lawfully do hereunder and pursuant heretocapacity, and (iv) proper evidence of authority to sign any agreements, orders or other documents act in connection with or pursuant to any Transaction Document. Neverthelesssuch capacity, if so requested not on file with the Depositary, must be forwarded with this Receipt. All endorsements or assignments of Receipts must be guaranteed by a member of a Medallion Signature Program approved by the Collateral Agent (at Securities Transfer Association Inc. All capitalized terms used but not otherwise defined herein shall have the direction of meaning given to such terms in the Agent), the Borrower shall ratify Second Amended and confirm any such sale or other disposition by executing and delivering to the Collateral Agent all proper bills of sale, assignments, releases and other instruments as may be designated in any such requestRestated Deposit Agreement. (b) No person to whom this power of attorney is presented as authority for the Collateral Agent to take any action or actions contemplated by clause (a) shall inquire into or seek confirmation from the Borrower as to the authority of the Collateral Agent to take any action described below, or as to the existence of or fulfillment of any condition to the power of attorney described in clause (a), which is intended to grant to the Collateral Agent unconditionally the authority to take and perform the actions contemplated herein, and the Borrower irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity that acts in reliance upon or acknowledges the authority granted under this power of attorney. The power of attorney granted in clause (a) is coupled with an interest and may not be revoked or canceled by the Borrower until all obligations of the Borrower under the Transaction Documents have been paid in full and the Collateral Agent has provided its written consent thereto. (c) Notwithstanding anything to the contrary herein, the power of attorney granted pursuant to this Section 13.10 shall only be effective after the occurrence of an Event of Default.

Power of Attorney. This Power of Attorney is executed and delivered by OMEGA PROTEIN CORPORATION, INC., a Nevada corporation, and OMEGA PROTEIN, INC., a Virginia corporation (acollectively, the "Company") The Borrower hereby irrevocably appoints to SUNTRUST BANK, SOUTH FLORIDA, NATIONAL ASSOCIATION, a national banking association (hereinafter referred to as "Attorney"), pursuant to the Collateral Agent Security Agreement, dated as its true and lawful attorney (with full power of substitution) August 11, 1998, by the Company in its name, place and stead and at its expense, in connection with the enforcement favor of the rights and remedies provided for (and subject to the terms and conditions set forth) in this Agreement including without limitation the following powers: (i) to give any necessary receipts or acquittance for amounts collected or received hereunder, (ii) to make all necessary transfers of the Collateral in connection with any such sale or other disposition made pursuant hereto, (iii) to execute and deliver for value all necessary or appropriate bills of sale, assignments and other instruments in connection with any such sale or other disposition, the Borrower hereby ratifying and confirming all that such attorney (or any substitute) shall lawfully do hereunder and pursuant hereto, and (iv) to sign any agreements, orders or other documents in connection with or pursuant to any Transaction DocumentAttorney. Nevertheless, if so requested by the Collateral Agent (at the direction of the Agent), the Borrower shall ratify and confirm any such sale or other disposition by executing and delivering to the Collateral Agent all proper bills of sale, assignments, releases and other instruments as may be designated in any such request. (b) No person to whom this power Power of attorney Attorney is presented presented, as authority for the Collateral Agent Attorney to take any action or actions contemplated by clause (a) hereby, shall be required to inquire into or seek confirmation from the Borrower Company as to the authority of the Collateral Agent Attorney to take any action described below, or as to the existence of or fulfillment of any condition to the power this Power of attorney described in clause (a)Attorney, which is intended to grant to the Collateral Agent Attorney unconditionally the authority to take and perform the actions contemplated herein, and the Borrower Company irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity that Person which acts in reliance upon or acknowledges the authority granted under this power Power of attorneyAttorney. The power of attorney granted in clause (a) hereby is coupled with an interest interest, and may not be revoked or canceled by the Borrower until Company without the Attorney's written consent. The Company hereby irrevocably constitutes and appoints the Attorney (and all obligations officers, employees or agents designated by the Attorney), with full power of substitution, as the Company's true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Borrower Company and in the name of the Company or in its own name, from time to time in the Attorney's discretion, to, on or after the Acceleration Date, take any and all appropriate action and to execute and deliver any and all documents and instruments which may be necessary or desirable to accomplish the purposes of the Security Documents and, without limiting the generality of the foregoing, the Company hereby grants to the Attorney the power and right, on behalf of the Company, without notice to or assent by the Company, and at any time, to do the following: (a) change the mailing address of the Company, open a post office box on behalf of the Company, open mail for the Company, and ask, demand, collect, give acquittances and receipts for, take possession of, endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, and notices in connection with any property of the Company; (b) effect any repairs to any asset of the Company, or continue to obtain any insurance and pay all or any part of the premiums therefor and costs thereof, and make, settle and adjust all claims under the Transaction Documents have been paid in full such policies of insurance, and the Collateral Agent has provided its written consent thereto. make all determinations and decisions with respect to such policies; (c) Notwithstanding anything pay or discharge any taxes, liens, security interests, or other encumbrances levied or placed on or threatened against the Company or its property; (d) defend any suit, action or proceeding brought against the Company if the Company does not defend such suit, action or proceeding or if the Attorney believes that the Company is not pursuing such defense in a manner that will maximize the recovery to the contrary hereinAttorney, and settle, compromise or adjust any suit, action, or proceeding described above and, in connection therewith, give such discharges or releases as the power Attorney may deem appropriate; (e) file or prosecute any claim, litigation, suit or proceeding in any court of attorney granted pursuant competent jurisdiction or before any arbitrator, or take any other action otherwise deemed appropriate by the Attorney for the purpose of collecting any and all such moneys due to this Section 13.10 shall only be effective after the occurrence of an Event of Default.Company whenever payable and to

Power of Attorney. Lender is authorized to file financing statements relating to Collateral without a Debtor's signature where authorized by law. Debtor authorizes Lender at its expense to file any financing statements relating to the Collateral (awithout its signature thereon) The Borrower hereby which Lender deems appropriate and Debtor irrevocably appoints Lender as its attorney-in-fact to execute any such financing statements in its name and to perform all other acts which Lender deems appropriate to perfect and to continue perfection of the Collateral Agent security interest of Lender. Debtor hereby appoints Lender as its attorney-in-fact to endorse, present and collect on its behalf and in its name any draft, checks or other documents necessary or desirable to collect any amounts which it may be owed. Debtor hereby also constitutes and appoints Lender as its true and lawful attorney (with full power of substitution) in substitution to take any and all appropriate action and to execute any and all documents or instruments that may be necessary or desirable to accomplish the purpose and carry out the terms of this Agreement. Lender is hereby granted a license or other right to use, without charge, its labels, patents, copyrights, rights of use of any name, place trade secrets, trade names, trademarks and stead and at its expenseadvertising matter, or any Property of a similar nature, as it pertains to the Collateral, in connection with advertising for sale and selling any Collateral, and its rights under all licenses and all franchise agreements shall inure to Lender's benefit. The proceeds realized from the enforcement of the rights and remedies provided for (and subject to the terms and conditions set forth) in this Agreement including without limitation the following powers: (i) to give any necessary receipts or acquittance for amounts collected or received hereunder, (ii) to make all necessary transfers of the Collateral in connection with any such sale or other disposition made pursuant heretoof any Collateral may be applied, after allowing two (iii2) Business Days for collection, first to execute the reasonable costs, expenses and deliver attorneys' fees and expenses incurred by Lender for value all necessary or appropriate bills of salecollection and for acquisition, assignments completion, protection, removal, storage, sale and other instruments in connection with any such sale or other disposition, the Borrower hereby ratifying and confirming all that such attorney (or any substitute) shall lawfully do hereunder and pursuant hereto, and (iv) to sign any agreements, orders or other documents in connection with or pursuant to any Transaction Document. Nevertheless, if so requested by the Collateral Agent (at the direction delivering of the Agent)Collateral; secondly, to interest due upon any of the Borrower shall ratify Obligations; and confirm any such sale or other disposition by executing and delivering thirdly, to the Collateral Agent all proper bills of sale, assignments, releases and other instruments as may be designated in any such request. (b) No person to whom this power of attorney is presented as authority for the Collateral Agent to take any action or actions contemplated by clause (a) shall inquire into or seek confirmation from the Borrower as to the authority principal amount of the Collateral Agent Obligations. If any deficiency shall arise, Debtor shall remain liable to take any action described below, or as to the existence of or fulfillment of any condition to the power of attorney described in clause (a), which is intended to grant to the Collateral Agent unconditionally the authority to take and perform the actions contemplated herein, and the Borrower irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity that acts in reliance upon or acknowledges the authority granted under this power of attorney. The power of attorney granted in clause (a) is coupled with an interest and may not be revoked or canceled by the Borrower until all obligations of the Borrower under the Transaction Documents have been paid in full and the Collateral Agent has provided its written consent theretoLender therefor. (c) Notwithstanding anything to the contrary herein, the power of attorney granted pursuant to this Section 13.10 shall only be effective after the occurrence of an Event of Default.

Power of Attorney. This Power of Attorney is executed and delivered by ______________________________, a ___________________________ corporation (a) The Borrower hereby irrevocably appoints the Collateral Agent as its true and lawful attorney (with full power of substitution) in its name, place and stead and at its expense, in connection with the enforcement of the rights and remedies provided for (and subject to the terms and conditions set forth) in this Agreement including without limitation the following powers: (i"Grantor") to give any necessary receipts or acquittance for amounts collected or received hereunderWilmington Trust Company, a Delaware banking corporation (hereinafter referred to as "Attorney"), under the Security Agreement, dated as of October __, 2002, and other related documents, (ii) to make all necessary transfers of the Collateral in connection with any such sale or other disposition made pursuant hereto, (iii) to execute and deliver for value all necessary or appropriate bills of sale, assignments and other instruments in connection with any such sale or other disposition, the Borrower hereby ratifying and confirming all that such attorney (or any substitute) shall lawfully do hereunder and pursuant hereto, and (iv) to sign any agreements, orders or other documents in connection with or pursuant to any Transaction Document"Loan Documents"). Nevertheless, if so requested by the Collateral Agent (at the direction of the Agent), the Borrower shall ratify and confirm any such sale or other disposition by executing and delivering to the Collateral Agent all proper bills of sale, assignments, releases and other instruments as may be designated in any such request. (b) No person to whom this power Power of attorney Attorney is presented presented, as authority for the Collateral Agent Attorney to take any action or actions contemplated by clause hereby, shall be required (aincluding in respect of clauses (d) shall and (e) in the next succeeding paragraph) to inquire into or seek confirmation from the Borrower Grantor as to the authority of the Collateral Agent Attorney to take any action described below, or as to the existence of or fulfillment of any condition to the power this Power of attorney described in clause (a)Attorney, which is intended to grant to the Collateral Agent Attorney unconditionally the authority to take and perform the actions contemplated herein, and the Borrower Grantor irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity that which acts in reliance upon or acknowledges the authority granted under this power Power of attorneyAttorney. The power of attorney granted in clause (a) hereby is coupled with an interest interest, and may not be revoked or canceled by Grantor without Attorney's written consent. Grantor hereby irrevocably constitutes and appoints Attorney (and all officers, employees or agents designated by Attorney), with full power of substitution, as Grantor's true and lawful attorney-in-fact with full irrevocable power and authority in the Borrower until place and stead of Grantor and in the name of Grantor or in its own name, from time to time in Attorney's discretion, to take any and all obligations appropriate action and to execute and deliver any and all documents and instruments which may be necessary or desirable to accomplish the purposes of the Borrower under the Transaction Loan Documents have been paid in full and with respect to the Collateral Agent has and, without limiting the generality of the foregoing, Grantor hereby grants to Attorney the power and right, on behalf of Grantor, without notice to or assent by Grantor (other than in connection with a change of address as specified in clause (a), as to which Attorney shall use commercially reasonable efforts to give Grantor concurrent notice thereof provided its written consent thereto. that failure to do so will not affect Attorney's rights hereunder), and at any time, to do the following: (a) change the mailing address of Grantor, open a post office box on behalf of Grantor, open mail for Grantor, and ask, demand, collect, give acquittances and receipts for, take possession of, endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, and notices in connection with any property of Grantor which constitutes Collateral; (b) effect any repairs to any asset of Grantor which constitutes Collateral, or continue or obtain any insurance and pay all or any part of the premiums therefor and costs thereof, and make, settle and adjust all claims under such policies of insurance, and make all determinations and decisions with respect to such policies, in each case, with respect to the Collateral; (c) Notwithstanding anything pay or discharge any taxes, liens, Security Interests, or other encumbrances levied or placed on or threatened against Grantor or its property, in each case, with respect to the contrary hereinCollateral; (d) defend any suit, action or proceeding brought against Grantor if Grantor does not defend such suit, action or proceeding or if Attorney believes that Grantor is not pursuing such defense in a manner that will maximize the power recovery to Attorney, and settle, compromise or adjust any suit, action, or proceeding described above and, in connection therewith, give such discharges or releases as Attorney may deem appropriate, provided that in connection with the foregoing (i) Attorney shall act in a manner consistent with the terms of attorney granted pursuant the Loan Documents to this Section 13.10 the extent explicitly covered thereby and (ii) any such act shall only be effective after with respect to the occurrence Collateral; (e) file or prosecute any claim, litigation, suit or proceeding in any court of an Event competent jurisdiction or before any arbitrator, or take any other action otherwise deemed appropriate by Attorney for the purpose of Defaultcollecting any and all such moneys due to Grantor whenever payable and to enforce any other right in respect of Grantor's property provided, in the case of any such claim, litigation, suit or proceeding relating to product liability insurance, (i) Attorney shall act in a manner consistent with the terms of the Loan Documents to the extent explicitly covered thereby; to file such financing statements with respect to the Security Agreement, with or without Grantor's signature, or to file a photocopy of the Security Agreement in substitution for a financing statement, as the Attorney may deem appropriate and to execute in Grantor's name such financing statements and amendments thereto and continuation statements which may require the Grantor's signature; and (i) execute, in connection with any sale provided for in any Loan Document with respect to the Collateral, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral and to otherwise direct such sale or resale, all as though Attorney were the absolute owner of the property of Grantor for all purposes, and to do, at Attorney's option and Grantor's expense, at any time or from time to time, all acts and other things that Attorney reasonably deems necessary to perfect, preserve, or realize upon the Collateral, all as fully and effectively as Grantor might do. Grantor hereby ratifies, to the extent permitted by law, all that said Attorney shall lawfully do or cause to be done by virtue hereof.

Power of Attorney. (a) Each of the Borrower and Holdings irrevocably authorizes the Calculation Agent and the Administrative Agent and appoints the Calculation Agent and the Administrative Agent, as applicable, as its attorney‐in‐fact (each of the Administrative Agent and the Calculation Agent, in such capacities, an "Attorney"), to act on its behalf with respect to the actions described in paragraph (c) of this Section 11.17. (b) No person shall inquire into or seek confirmation from the Borrower or Holdings, as applicable, as to the authority of Attorney to take any action described in this Section 11.17, or as to the existence of or fulfillment of any condition, which is intended to grant to Attorney unconditionally the authority to take and perform the actions contemplated herein, and the Borrower and Holdings, as applicable, irrevocably waives any claim against any person or entity that acts in reliance upon or acknowledges the authority granted under this Section 11.17. The power of attorney granted hereby is coupled with an interest and may not be revoked or canceled by either the Borrower or Holdings until the Facility Termination Date. (c) With effect after the occurrence and during the continuance of an Event of Default, both the Borrower and Holdings, hereby irrevocably appoints the Collateral Agent as its true constitute and lawful attorney appoint Attorney (with full power of substitution) in its nameand all officers, place and stead and at its expenseemployees or agents designated by Attorney), solely in connection with the enforcement of the rights and remedies provided of the Administrative Agent (on behalf of the Secured Parties), the Lenders and the other Secured Parties under this Agreement and the other Transaction Documents, with full power of substitution, as its true and lawful attorney‐in‐fact with full irrevocable power and authority in the Borrower's and Holding's, as applicable, place and stead and at the Borrower's and Holding's, as applicable, expense and in the Borrower's and Holding's, as applicable, name or in Attorney's own name, from time to time in Attorney's discretion, to take any and all appropriate action and to execute and deliver any and all documents and instruments that may be necessary or desirable to accomplish the purposes of this Agreement and the other Transaction Documents, and, without limiting the generality of the foregoing, hereby grants to (i) in the case of clauses (a), (b), (c), (g), (j) and (k) below, the Calculation Agent and (ii) in the case of clauses (d), (e), (f), (h), (i) and (l), each Attorney, the power and right, on its behalf, without notice to or assent by it, to do the following, but only after the occurrence and during the continuance of an Event of Default, each in accordance with this Agreement and the other Transaction (a) open mail for the Borrower's and Holding's, as applicable, and ask, demand, collect, give acquittances and receipts for, take possession of, or endorse and receive payment of, any checks, drafts, notes, acceptances, or other instruments for the payment of moneys due, and sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, and notices; (b) effect any repairs to any of the Borrower's and subject Holding's, as applicable, assets, or continue or obtain any insurance and pay all or any part of the premiums therefor and costs thereof, and make, settle and adjust all claims under such policies of insurance, and make all determinations and decisions with respect to such policies; (c) pay or discharge any taxes, Liens, or other encumbrances levied or placed on or threatened against the Borrower and Holding, as applicable, or the Borrower's and Holding's, as applicable, property; (d) to the terms extent related to the Collateral and conditions set forththe transactions contemplated by the Transaction Documents, defend any suit, action or proceeding brought against the Borrower and Holding, as applicable, if the Borrower and Holding, as applicable, does not defend such suit, action or proceeding or if Attorney reasonably believes that it is not pursuing such defense in a manner that will maximize the recovery to Attorney, and settle, compromise or adjust any suit, action, or proceeding described above and, in connection therewith, give such discharges or releases as Attorney may deem appropriate; (e) to the extent related to any Collateral, file or prosecute any claim, litigation, suit or proceeding in this Agreement including without limitation any court of competent jurisdiction or before any arbitrator, or take any other action otherwise deemed appropriate by Attorney for the following powers: purpose of collecting any and all such moneys due to the Borrower and Holding, as applicable, whenever payable and to enforce any other right in respect of the Borrower's and Holding's, as applicable, property; (if) to the extent related to any Collateral, sell, transfer, pledge, make any agreement with respect to, or otherwise deal with, any of the Borrower's and Holding's, as applicable, property, and execute, in connection with such sale or action, any endorsements, assignments or other instruments of conveyance or transfer in connection therewith; (g) to give any necessary receipts or acquittance for amounts collected or received hereunder, under this Agreement; (iih) to make all necessary transfers of the Collateral in connection with any such sale or other disposition made pursuant hereto, to this Agreement; (iiii) to execute and deliver for value all necessary or appropriate bills of sale, assignments and other instruments in connection with any such sale or other dispositiondisposition of the Collateral, the Borrower and Holding, as applicable, hereby ratifying and confirming all that such attorney Attorney (or any substitute) shall lawfully do or cause to be done hereunder and pursuant hereto, and ; (ivj) to send such notification forms as the Attorney deems appropriate to give notice to Obligors of the Secured Parties' interest in the Collateral; (k) to sign any agreements, orders or other documents in connection with or pursuant to any Transaction Document. Nevertheless, if so requested ; (l) to cause the certified public accountants then engaged by the Collateral Borrower and Holding, as applicable, to prepare and deliver to the Calculation Agent at any time and from time to time, promptly upon the Calculation Agent's request, any reports required to be prepared by or on behalf of the Borrower and Holding, as applicable, under the Transaction Documents, all as though the Calculation Agent were the absolute owner of the Borrower's and Holding's, as applicable, property for all purposes, and (m) to do, at Attorney's option and the Borrower's and Holding's, as applicable, expense, at any time or from time to time, all acts and other things that Attorney reasonably deems necessary or desirable (as determined by the Administrative Agent acting at the direction of the Majority Lenders) to perfect and maintain the perfection of and the priority of the interest of the Administrative Agent, for the benefit of the Secured Parties, in the Collateral, or realize upon the Collateral and the Liens of the Administrative Agent, for the benefit of the Secured Parties, thereon (including without limitation the execution and filing of UCC financing statements and continuation statements as provided by the terms of this Agreement or any other Transaction Document), all as fully and effectively as the Borrower shall ratify and confirm any such sale or other disposition by executing and delivering to the Collateral Agent all proper bills of saleHolding, assignmentsas applicable, releases and other instruments as may be designated in any such request. (b) No person to whom this power of attorney is presented as authority for the Collateral Agent to take any action or actions contemplated by clause (a) shall inquire into or seek confirmation from the Borrower as to the authority of the Collateral Agent to take any action described below, or as to the existence of or fulfillment of any condition to the power of attorney described in clause (a), which is intended to grant to the Collateral Agent unconditionally the authority to take and perform the actions contemplated herein, and the Borrower irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity that acts in reliance upon or acknowledges the authority granted under this power of attorneymight do. The power of attorney granted in clause (a) This appointment is coupled with an interest and may not be revoked or canceled by the Borrower until all obligations of the Borrower under the Transaction Documents have been paid in full and the Collateral Agent has provided its written consent thereto. (c) Notwithstanding anything to the contrary herein, the power of attorney granted pursuant to this Section 13.10 shall only be effective after the occurrence of an Event of Default.is irrevocable. SECTION 11.18

Power of Attorney. Grantor hereby confirms the power of attorney that it has granted to the Administrative Agent in Paragraph 11.1 of Section 11 of the Financing Agreement and Grantor confirms that the Administrative Agent, or any person or agent designated by the Administrative Agent may, as Grantor's attorney-in-fact thereunder, at Grantor's cost and expense, exercise all of the powers there granted to the Administrative Agent with respect to the IP Collateral as well as each of those set forth below: (a) The Borrower hereby irrevocably appoints to perform or cause the Collateral Agent as its true and lawful attorney (with full power performance of substitution) in its name, place and stead and at its expense, in connection with the enforcement any obligation of the rights and remedies provided for (and subject to the terms and conditions set forth) in this Agreement including without limitation the following powers: (i) to give any necessary receipts or acquittance for amounts collected or received Grantor hereunder, (ii) to make all necessary transfers of the Collateral in connection with any such sale or other disposition made pursuant hereto, (iii) to execute and deliver for value all necessary or appropriate bills of sale, assignments and other instruments in connection with any such sale or other disposition, the Borrower hereby ratifying and confirming all that such attorney (or any substitute) shall lawfully do hereunder and pursuant hereto, and (iv) to sign any agreements, orders or other documents in connection with or pursuant to any Transaction Document. Nevertheless, if so requested by the Collateral Agent (at the direction of the Agent), the Borrower shall ratify and confirm any such sale or other disposition by executing and delivering to the Collateral Agent all proper bills of sale, assignments, releases and other instruments as may be designated in any such request.; (b) No person to whom this power of attorney is presented liquidate any IP Collateral and otherwise to deal in or with the IP Collateral or the proceeds or avails thereof, as authority for fully and effectually as if the Collateral Administrative Agent were absolute owner thereof, and to take any action or actions contemplated by clause (a) shall inquire into or seek confirmation from apply the Borrower as proceeds thereof to the authority payment of the Collateral Agent Obligations, notwithstanding the fact that such liquidation may give rise to take any action described below, or as to the existence of or fulfillment of any condition to the power of attorney described in clause (a), which is intended to grant to the Collateral Agent unconditionally the authority to take and perform the actions contemplated herein, and the Borrower irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity that acts in reliance upon or acknowledges the authority granted under this power of attorney. The power of attorney granted in clause (a) is coupled with an interest and may not be revoked or canceled by the Borrower until all obligations of the Borrower under the Transaction Documents have been paid in full and the Collateral Agent has provided its written consent thereto.penalties; (c) to transmit to any persons indebted on any IP Collateral notice of the Administrative Agent's interest therein and to notify any persons indebted on any IP Collateral to make payment directly to the Administrative Agent for Grantor's account and receive and give acquittance and receipts for moneys due and to be come due under or in respect of any of the IP Collateral; Notwithstanding anything hereinabove contained to the contrary hereincontrary, the power of attorney granted pursuant to this Section 13.10 shall powers set forth in (b) and (c) above may only be effective exercised after the occurrence of an Event of Default and until such time as such Event of Default is waived in writing by the Required Lenders. Grantor hereby ratifies and approves all of the Administrative Agent's acts taken pursuant to the foregoing appointment, other than acts constituting gross negligence or willful misconduct, and the Administrative Agent, as Grantor's attorney-in-fact, will not be liable for any acts of commission or omission, or for any error of judgment or mistake of fact or law, other than those that constitute gross negligence or willful misconduct on the part of the Administrative Agent. Grantor agrees that, in the event the Administrative Agent exercises its rights hereunder and/or pursuant to said power of attorney in accordance with its terms, after written notification of such exercise from the Administrative Agent to Grantor, Grantor shall never thereafter, without the prior written authorization of the owner or owners of such IP Collateral, use any of such IP Collateral. The condition of the foregoing provision is such that unless and until there occurs an Event of Default, Grantor shall continue to own and use the IP Collateral in the normal course of its business and to enjoy the benefits, royalties and profits therefrom; provided, however, that from and after the occurrence of an Event of Default such right will, upon the exercise by the Administrative Agent of the rights contemplated in this Agreement (including those provided for in any other Loan Document or by applicable law), be revoked and the right of Grantor to enjoy the uses, benefits, royalties and profits of said IP Collateral will wholly cease, whereupon the Administrative Agent or its transferee(s) shall be entitled to all of Grantor's right, title and interest in and to the IP Collateral hereby so assigned. This Agreement will not operate to place upon the Administrative Agent any duty or responsibility to maintain the IP Collateral.

Power of Attorney. (a) The Borrower In addition to all ----------------- of the powers granted to the Escrow Agent pursuant to the LLC Agreement, the Issuer hereby irrevocably appoints and constitutes the Collateral Escrow Agent as its true and lawful attorney the Issuer's attorney-in-fact (with full power of substitution) to exercise to the fullest extent permitted by law all of the following powers upon and at any time after the occurrence and during the continuance of an Event of Default: (a) collection of proceeds of any Collateral; (b) conveyance of any item of Collateral to any purchaser thereof; (c) giving of any notices or recording of any Liens under Section 6 hereof; and (d) paying or discharging taxes or Liens levied or placed upon the Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by the Escrow Agent in its namesole reasonable discretion, place and stead and at its expense, in connection with such payments made by the enforcement Escrow Agent to become part of the rights and remedies provided for (and subject Obligations of the Issuer to the terms Escrow Agent, due and conditions set forth) payable immediately upon demand. The Escrow Agent's authority under this Section 8 shall include, without limitation, the authority to endorse and negotiate any checks or instruments representing proceeds of Collateral in this Agreement including without limitation the following powers: (i) to give any necessary receipts or acquittance for amounts collected or received hereunder, (ii) to make all necessary transfers name of the Collateral in connection with any such sale or other disposition made pursuant heretoIssuer, (iii) to execute and deliver give receipt for value any certificate of ownership or any document constituting Collateral, transfer title to any item of Collateral, sign the Issuer's name on all financing statements (to the extent permitted by applicable law) or any other documents deemed necessary or appropriate bills by the Escrow Agent to preserve, protect or perfect the security interest in the Collateral and to file the same, prepare, file and sign the Issuer's name on any notice of sale, assignments and other instruments in connection with any such sale or other disposition, the Borrower hereby ratifying and confirming all that such attorney (or any substitute) shall lawfully do hereunder and pursuant heretoLien, and (iv) to sign take any agreements, orders other actions arising from or other documents in connection with or pursuant to any Transaction Document. Nevertheless, if so requested by the Collateral Agent (at the direction of the Agent), the Borrower shall ratify and confirm any such sale or other disposition by executing and delivering incident to the Collateral powers granted to the Escrow Agent all proper bills of sale, assignments, releases and other instruments as may be designated in any such request. (b) No person to whom this Escrow Agreement. This power of attorney is presented as authority for the Collateral Agent to take any action or actions contemplated by clause (a) shall inquire into or seek confirmation from the Borrower as to the authority of the Collateral Agent to take any action described below, or as to the existence of or fulfillment of any condition to the power of attorney described in clause (a), which is intended to grant to the Collateral Agent unconditionally the authority to take and perform the actions contemplated herein, and the Borrower irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity that acts in reliance upon or acknowledges the authority granted under this power of attorney. The power of attorney granted in clause (a) is coupled with an interest and may not be revoked or canceled is irrevocable by the Borrower until all obligations of the Borrower under the Transaction Documents have been paid in full and the Collateral Agent has provided its written consent theretoIssuer. (c) Notwithstanding anything to the contrary herein, the power of attorney granted pursuant to this Section 13.10 shall only be effective after the occurrence of an Event of Default.

Power of Attorney. (Any officer or other official of the Corporation authorized for that purpose in writing by the Chairman or the President, and subject >- p c to such limitation as the Chairman or the President may prescribe, shall appoint such attorneys-in-fact, as may be necessary to act in behalf of the Corporation to make, execute, seal, E and deliver as surety any and all undertakings, bonds, recognizances and other surety obligations. Such attorneys-in-fact, subject to the ?imitations set forth in their respective '- a) The Borrower hereby irrevocably appoints the Collateral Agent as its true and lawful attorney (with M powers of attorney, shall have full power to bind the Corporation by their signature and execution of substitutionany such instruments and to attach thereto the seal of the Corporation. When so > executed, such instruments shall be as binding as if signed by the President and attested to by the Secretary. Any power or authority granted to any representative or attorney-in-fad under a) C the provisions of this article may be revoked at any time by the Board, the Chairman, the President or by the officer or officers granting such power or authority. r ARTICLE XIIl - Execution of Contracts - SECTION 5, Surety Bonds and Undertakings. Any officer of the Company authorized for that purpose in its namewriting by the chairman or the president, place X Xxxx subject to such limitations as the chairman or the president may presc ri be, shall appoint such attorneys-in-fact, as may be necessary to act in behalf of the Company to make, execute, °Q seal. acknowledge and stead deliver as surety any and at its expenseall undertakings, bonds, recognizances and other surety obligations. Such attorneys-in-fact subject to the limitations set forth in their v respective powers of attorney, shall have full power to bind the Company by their signature and execution of any such instruments and to attach thereto the seal of the Company. When So F 1O executed such instruments shall be as binding as if signed by the president and attested by the secretary. Certificate of Designation - The President of the Company, acting pursuant to the Bylaws of the Company, authorizes Xxxxxxx X. Xxxxxxxxx. Assistant Secretary to appoint such atto rn ey-in-fact as may be necessa ry to act on behalf of the Company to make, execute, seal, acknowledge and deliver as surety any and all unde rtakings, bonds, recognizances and other surety obligations. Authorization- By unanimous consent of the Company's Board of Directors, the Company consents that facsimile or mechanically reproduced signature of any assistant secretary of the Company. wherever appearing upon a ce rti fi ed copy of any power of attorney issued by the Company in connection with surety bonds, shall be valid and biding upon the enforcement of Company with the rights same force and remedies provided for (and subject to the terms and conditions set forth) in this Agreement including without limitation the following powers: (i) to give any necessary receipts or acquittance for amounts collected or received hereundereffect as though manually affixed, (ii) to make all necessary transfers of the Collateral in connection with any such sale or other disposition made pursuant heretoI, (iii) to execute and deliver for value all necessary or appropriate bills of sale, assignments and other instruments in connection with any such sale or other dispositionXxxxx X. Xxxxx, the Borrower undersigned, Assistant Secretary, of American Fire and Casualty Company, The Ohio Casualty Insurance Company, Liberty Mutual Insurance Company, West American Insurance Company and Peerless Insurance Company do hereby ratifying and confirming all certify that such attorney (or any substitute) shall lawfully do hereunder and pursuant hereto, and (iv) to sign any agreements, orders or other documents in connection with or pursuant to any Transaction Document. Nevertheless, if so requested by the Collateral Agent (at the direction of the Agent), the Borrower shall ratify and confirm any such sale or other disposition by executing and delivering to the Collateral Agent all proper bills of sale, assignments, releases and other instruments as may be designated in any such request. (b) No person to whom this original power of attorney of which the foregoing is presented as authority for the Collateral Agent to take any action or actions contemplated by clause (a) shall inquire into or seek confirmation from the Borrower as to the authority a full, true and correct copy of the Collateral Agent to take any action described belowPower of Attorney executed by said Companies, or as to the existence of or fulfillment of any condition to the power of attorney described in clause (a), which is intended to grant to the Collateral Agent unconditionally the authority to take and perform the actions contemplated herein, and the Borrower irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity that acts in reliance upon or acknowledges the authority granted under this power of attorney. The power of attorney granted in clause (a) is coupled with an interest and may not be revoked or canceled by the Borrower until all obligations of the Borrower under the Transaction Documents have been paid in full force and effect and has not been revoked. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed the Collateral Agent has provided its written consent thereto. (c) Notwithstanding anything to the contrary hereinseals of said Companies this h. day of U;' , the power of attorney granted pursuant to this Section 13.10 shall only be effective after the occurrence of an Event of Default.20J, . /^'^ S C 4 uIYOD11VE 4 f ^QX ORaTE ^r' xr

Power of Attorney. This Power of Attorney is executed and delivered by , a corporation, as Debtor and Debtor in Possession (a) The Borrower hereby irrevocably appoints "Grantor"), to General Electric Capital Corporation, a New York corporation (hereinafter referred to as "Attorney"), as Lender, pursuant to that certain Debtor in Possession Credit Agreement dated as of October ,1999 (as the Collateral Agent same may be amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement"), and the other Loan Documents (as its true and lawful attorney (with full power defined in the Credit Agreement). Unless otherwise defined herein, capitalized terms or matters of substitution) construction defined or established in its name, place and stead and at its expense, in connection with the enforcement of the rights and remedies provided for (and subject Annex A to the terms and conditions set forth) in this Credit Agreement including without limitation the following powers: (i) to give any necessary receipts shall be applied herein as defined or acquittance for amounts collected or received hereunder, (ii) to make all necessary transfers of the Collateral in connection with any such sale or other disposition made pursuant hereto, (iii) to execute and deliver for value all necessary or appropriate bills of sale, assignments and other instruments in connection with any such sale or other disposition, the Borrower hereby ratifying and confirming all that such attorney (or any substitute) shall lawfully do hereunder and pursuant hereto, and (iv) to sign any agreements, orders or other documents in connection with or pursuant to any Transaction Documentestablished therein. Nevertheless, if so requested by the Collateral Agent (at the direction of the Agent), the Borrower shall ratify and confirm any such sale or other disposition by executing and delivering to the Collateral Agent all proper bills of sale, assignments, releases and other instruments as may be designated in any such request. (b) No person Person to whom this power Power of attorney Attorney is presented presented, as authority for the Collateral Agent Attorney to take any action or actions contemplated by clause (a) hereby, shall inquire into or seek confirmation from the Borrower Grantor as to the authority of the Collateral Agent Attorney to take any action described below, or as to the existence of or fulfillment of any condition to the power this Power of attorney described in clause (a)Attorney, which is intended to grant to the Collateral Agent Attorney unconditionally the authority to take and perform the actions contemplated herein, and the Borrower Grantor irrevocably waives any right to commence any suit or action, in law or equity, against any person Person or entity that acts in reliance upon or acknowledges the authority granted under this power Power of attorneyAttorney. The power of attorney granted in clause (a) hereby is coupled with an interest interest, and may not be revoked or canceled cancelled by Grantor without Attorney's written consent. Subject to the Borrower until all obligations limitations set forth in Sections 6 and 7(a) of the Borrower Security Agreement, the terms of which are incorporated herein by this reference, Grantor hereby irrevocably constitutes and appoints Attorney (and all officers, employees or agents designated by Attorney), with full power of substitution, as Grantor's true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Grantor and in the name of Grantor or in its own name, from time to time in Attorney's discretion, to take any and all appropriate action and to execute and deliver any and all documents and Instruments that may be necessary or desirable to accomplish the purposes of the Loan Documents and, without limiting the generality of the foregoing, Grantor hereby grants to Attorney the power and right, on behalf of Grantor, upon approval of the Bankruptcy Court and without notice to or assent by Grantor, and at any time, to do the following: (a) change the mailing address of Grantor, open a post office box on behalf of Grantor, open mail for Grantor, and ask, demand, collect, give acquittances and receipts for, and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, and notices in connection with any property of Grantor; (b) effect any repairs to any asset of Grantor, or continue or obtain any insurance and pay all or any part of the premiums therefor and costs thereof, and make, settle and adjust all claims under the Transaction Documents have been paid in full such policies of insurance, and the Collateral Agent has provided its written consent thereto. make all determinations and decisions with respect to such policies; (c) Notwithstanding anything pay or discharge any Taxes, Liens, or other encumbrances levied or placed on or threatened against Grantor or its property; (d) defend any suit, action or proceeding brought against Grantor if Grantor does not defend such suit, action or proceeding or if Attorney believes that Grantor is not pursuing such defense in a manner that will maximize the recovery to the contrary hereinAttorney, the power of attorney granted pursuant to this Section 13.10 shall only be effective after the occurrence of an Event of Default.and settle, compromise or adjust any suit, action, or proceeding described above and, in connection therewith, give such discharges or releases as Attorney may deem appropriate; (e) file

Power of Attorney. (a) The Borrower hereby By executing and delivering the Letter of Transmittal, a tendering BACs holder irrevocably appoints the Collateral Agent Purchaser and the designees of the Purchaser and each of them as its true and lawful attorney (such BACs holder's proxies, in the manner set forth in the Letter of Transmittal, each with full power of substitution, to the full extent of such BACs holder's rights with respect to the BACs tendered by such BACs holder and accepted for payment by the Purchaser (and with respect to any and all other BACs or other securities issued or issuable in respect of such BACs on or after the date hereof). All such proxies shall be considered irrevocable and coupled with an interest in the tendered BACs. Such appointment will be effective when, and only to the extent that, the Purchaser accepts such BACs for payment. Upon such acceptance for payment, all prior proxies given by such BACs holder with respect to such BACs (and such other BACs and securities) will be revoked without further action, and no subsequent proxies may be given nor any subsequent written consents executed (and, if given or executed, will not be deemed effective). The Purchaser and its designees will, with respect to the BACs (and such other BACs and securities) for which such appointment is effective, be empowered to exercise all voting and other rights of such BACs holder as it in its name, place and stead and at its expensesole discretion may deem proper pursuant to the Partnership Agreement or otherwise. The Purchaser may assign such proxy and/or power of attorney to any person with or without assigning the related BACs with respect to which such proxy and/or power of attorney was granted. The Purchaser reserves the right to require that, in connection order for BACs to be deemed validly tendered, immediately upon the Purchaser's payment for such BACs, the Purchaser must be able to exercise full voting rights with respect to such BACs and other securities. In addition, pursuant to such appointment as attorneys-in-fact, the enforcement of Purchaser and its designees each will have the rights and remedies provided for (and subject to the terms and conditions set forth) in this Agreement including without limitation the following powers: power, among other things, (i) to give seek to transfer ownership of such BACs on the books and records of the Partnership maintained by the Assignor Limited Partner (and execute and deliver any accompanying evidences of transfer and authenticity any of them may deem necessary receipts or acquittance appropriate in connection therewith, including, without limitation, any documents or instruments required to be executed under the Partnership Agreement or a "Transferor's (Seller's) Application for amounts collected or received hereunderTransfer" created by the NASD, if required), (ii) to make all necessary transfers upon receipt by the Purchaser (as the tendering BACs holder's agent) of the Collateral Purchase Price, to be allocated all Tax Credits and tax losses and to receive any and all distributions made by the Partnership after the Expiration Date, and to receive all benefits and otherwise exercise all rights of beneficial ownership of such BACs in connection accordance with any such sale or other disposition made pursuant heretothe terms of the Offer, (iii) to execute and deliver for value all necessary or appropriate bills of sale, assignments and other instruments in connection with any such sale or other dispositionto the Partnership, the Borrower hereby ratifying General Partner and/or the Assignor Limited Partner (as the case may be) a change of address form instructing the Partnership to send any and confirming all that future distributions to which the Purchaser is entitled pursuant to the terms of the Offer in respect of tendered BACs to the address specified in such attorney (or any substitute) shall lawfully do hereunder and pursuant heretoform, and (iv) to sign endorse any agreementscheck payable to or upon the order of such BACs holder representing a distribution, orders or other documents in connection with or if any, to which the Purchaser is entitled pursuant to any Transaction Document. Nevertheless, if so requested by the Collateral Agent (at the direction terms of the Agent)Offer, in each case on behalf of the Borrower shall ratify and confirm any such sale or other disposition by tendering BACs holder. Assignment of Entire Interest in the Partnership. By executing and delivering the Letter of Transmittal, a tendering BACs holder irrevocably assigns to the Collateral Agent Purchaser and its assigns all proper bills of salethe direct and indirect right, assignmentstitle and interest of such BACs holder in the Partnership with respect to the BACs tendered and purchased pursuant to the Offer, releases including, without limitation, such BACs holder's right, title and other instruments as interest in and to any and all Tax Credits and tax losses and any and all distributions made by the Partnership after the Expiration Date in respect of the BACs tendered by such BACs holder and accepted for payment by the Purchaser, regardless of the fact that the record date for any such distribution may be designated a date prior to the Expiration Date. Upon the Purchaser's acceptance of, and payment for, tendered BACs, a tendering BACs holder will no longer be entitled to any benefits as a BACs holder, regardless of whether such BACs holder retains a Beneficial Assignment Certificate. The Purchaser reserves the right to transfer or assign, in whole or from time to time in part, to any third party, the right to purchase BACs tendered pursuant to the Offer, together with its rights under the Letter of Transmittal, but any such request. (b) No person transfer or assignment will not relieve the assigning party of its obligations under the Offer or prejudice the rights of tendering BACs holders to whom this power of attorney is presented as authority receive payment for the Collateral Agent to take any action or actions contemplated by clause (a) shall inquire into or seek confirmation from the Borrower as BACs validly tendered and accepted for payment pursuant to the authority of the Collateral Agent to take any action described below, or as to the existence of or fulfillment of any condition to the power of attorney described in clause (a), which is intended to grant to the Collateral Agent unconditionally the authority to take and perform the actions contemplated herein, and the Borrower irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity that acts in reliance upon or acknowledges the authority granted under this power of attorney. The power of attorney granted in clause (a) is coupled with an interest and may not be revoked or canceled by the Borrower until all obligations of the Borrower under the Transaction Documents have been paid in full and the Collateral Agent has provided its written consent theretoOffer. (c) Notwithstanding anything to the contrary herein, the power of attorney granted pursuant to this Section 13.10 shall only be effective after the occurrence of an Event of Default.