Common use of Power of Attorney Clause in Contracts

Power of Attorney. Each Grantor irrevocably makes, constitutes and appoints the Collateral Agent (and all officers, employees or agents designated by the Collateral Agent) as such Grantor's true and lawful agent and attorney-in-fact, and in such capacity the Collateral Agent shall have the right, with power of substitution for each Grantor and in each Grantor's name or otherwise, for the use and benefit of the Collateral Agent and the Secured Parties, upon the occurrence and during the continuance of an Event of Default (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to sign the name of any Grantor on any invoice or xxxx of lading relating to any of the Collateral; (d) to send verifications of Accounts Receivable to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent; and (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent or any Secured Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent or any Secured Party, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken or omitted to be taken by the Collateral Agent or any Secured Party with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Grantor or to any claim or action against the Collateral Agent or any Secured Party. It is understood and agreed that the appointment of the Collateral Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The provisions of this Section shall in no event relieve any Grantor of any of its obligations hereunder or under any other Loan Document with respect to the Collateral or any part thereof or impose any obligation on the Collateral Agent or any Secured Party to proceed in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by the Collateral Agent or any Secured Party of any other or further right which it may have on the date of this Agreement or hereafter, whether hereunder, under any other Loan Document, by law or otherwise.

Power of Attorney. Each Grantor irrevocably makesUpon the occurrence of any Event of Default, constitutes without limiting Silicon's other rights and appoints remedies, the Collateral Agent Borrower grants to Silicon an irrevocable power of attorney coupled with an interest, authorizing and permitting Silicon (and all officersacting through any of its employees, employees attorneys or agents designated by agents) at any time, at its option, but without obligation, with or without notice to the Collateral Agent) as such Grantor's true and lawful agent and attorney-in-factBorrower, and at the Borrower's expense, to do any or all of the following, in such capacity the Collateral Agent shall have the right, with power of substitution for each Grantor and in each GrantorBorrower's name or otherwise, for the use and benefit of the Collateral Agent and the Secured Parties, upon the occurrence and during the continuance of an Event of Default : (a) Execute on behalf of the Borrower any documents that Silicon may, in its sole and absolute discretion, deem advisable in order to receiveperfect and maintain Silicon's security interest in the Collateral, endorseor in order to exercise a right of the Borrower or Silicon, assign and/or deliver any or in order to fully consummate all the transactions contemplated under this Agreement, and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereofpresent and future agreements; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any Execute on behalf of the CollateralBorrower any document exercising, transferring or assigning any option to purchase, sell or otherwise dispose of or to lease (as lessor or lessee) any real or personal property which is part of Silicon's Collateral or in which Silicon has an interest; (c) Execute on behalf of the Borrower, any invoices relating to sign any account, any draft against any account debtor and any notice to any account debtor, any proof of claim in bankruptcy, any Notice of Lien, claim of mechanic's, materialman's or other lien, or assignment or satisfaction of mechanic's, materialman's or other lien; (d) Take control in any manner of any cash or non-cash items of payment or proceeds of Collateral; endorse the name of the Borrower upon any Grantor on instruments, or documents, evidence of payment or Collateral that may come into Silicon's possession; (e) Endorse all checks and other forms of remittances received by Silicon; (f) Pay, contest or settle any invoice lien, charge, encumbrance, security interest and adverse claim in or xxxx of lading relating to any of the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; (dg) Grant extensions of time to send verifications of Accounts Receivable to any Account Debtorpay, compromise claims and settle accounts and general intangibles for less than face value and execute all releases and other documents in connection therewith; (eh) Pay any sums required on account of the Borrower's taxes or to commence secure the release of any liens therefor, or both; (i) Settle and prosecute adjust, and give releases of, any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction insurance claim that relates to collect or otherwise realize on all or any of the Collateral and obtain payment therefor; (j) Instruct any third party having custody or to enforce any rights in respect control of any Collateral; (f) to settle, compromise, compound, adjust books or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notifyrecords belonging to, or relating to, the Borrower to require any Grantor to notify, Account Debtors to make payment directly to give Silicon the Collateral Agentsame rights of access and other rights with respect thereto as Silicon has under this Agreement; and (hk) to use, sell, assign, transfer, pledge, make Take any agreement with respect to action or otherwise deal with all or pay any sum required of the Collateral, Borrower pursuant to this Agreement and to do all any other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent or any Secured Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent or any Secured Party, or to present or file future agreements. Silicon shall exercise the foregoing powers in a commercially reasonable manner. Any and all reasonable sums paid and any claim or noticeand all reasonable costs, or to take any action expenses, liabilities, obligations and attorneys' fees incurred by Silicon with respect to the Collateral foregoing shall be added to and become part of the Obligations, shall be payable on demand, and shall bear interest at a rate equal to the highest interest rate applicable to any of the Obligations. In no event shall Silicon's rights under the foregoing power of attorney or any part thereof or the moneys due or of Silicon's other rights under this Agreement be deemed to become due indicate that Silicon is in respect thereof or any property covered thereby, and no action taken or omitted to be taken by the Collateral Agent or any Secured Party with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Grantor or to any claim or action against the Collateral Agent or any Secured Party. It is understood and agreed that the appointment control of the Collateral Agent as the agent and attorney-in-fact business, management or properties of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The provisions of this Section shall in no event relieve any Grantor of any of its obligations hereunder or under any other Loan Document with respect to the Collateral or any part thereof or impose any obligation on the Collateral Agent or any Secured Party to proceed in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by the Collateral Agent or any Secured Party of any other or further right which it may have on the date of this Agreement or hereafter, whether hereunder, under any other Loan Document, by law or otherwiseBorrower.

Power of Attorney. Each Grantor The Borrower hereby irrevocably makes, constitutes and appoints the Collateral Agent (and all officers, employees or agents designated by Bank as the Collateral Agent) as such GrantorBorrower's true and lawful agent and attorney-in-fact, and in such capacity the Collateral Agent shall have the right, with full power of substitution for each Grantor substitution, at the sole cost and in each Grantor's name or otherwise, expense of the Borrower but for the use and sole benefit of the Collateral Agent and the Secured PartiesBank, upon the occurrence and during the continuance of an Event of Default or after DEMAND with respect to Obligations payable on DEMAND, to convert the Collateral into cash, including, without limitation, completing the manufacture or processing of work in process, and the sale (aeither public or private) of all or any portion or portions of the inventory and other Collateral; to enforce collection of the Collateral, either in its own name or in the name of the Borrower, including, without limitation, executing releases or waivers, compromising or settling with any Debtors and prosecuting, defending, compromising or releasing any action relating to the Collateral; to receive, endorse, assign and/or deliver open and dispose of all mail addressed to the Borrower and to take therefrom any remittances or proceeds of Collateral in which the Bank has a security interest; to notify Post Office authorities to change the address for delivery of mail addressed to the Borrower to such address as the Bank shall designate; to endorse the name of the Borrower in favor of the Bank upon any and all notes, acceptances, checks, drafts, money orders orders, notes, acceptances or other evidences instruments of payment relating the same or different nature; to sign and endorse the Collateral or any part thereof; (b) name of the Borrower on and to demand, collect, receive payment of, give receipt for and give discharges and releases of all or as secured party any of the Collateral, any invoices, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents of title of the same or different nature relating to the Collateral; (c) to sign the name of any Grantor the Borrower on any invoice notice of the Debtors or xxxx of lading relating to any on verification of the Collateral; (d) and to send verifications sign, if necessary, and file or record on behalf of Accounts Receivable the Borrower any financing or other statement in order to any Account Debtor; (e) perfect or protect the Bank’s security interest. The Bank shall not be obliged to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or do any of the Collateral acts or to enforce any rights in respect of any Collateral; (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or exercise any of the Collateral; (g) powers hereinabove authorized, but if the Bank elects to notifydo any such act or exercise any such power, or to require any Grantor to notifyit shall not be accountable for more than it actually receives as a result of such exercise of power, Account Debtors to make payment directly and it shall not be responsible to the Collateral Agent; and (h) to use, sell, assign, transfer, pledge, make any agreement with respect to Borrower except for its own gross negligence or otherwise deal with all or any of willful misconduct. All powers conferred upon the Collateral, and to do all other acts and things necessary to carry out the purposes of Bank by this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent or any Secured Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent or any Secured Party, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken or omitted to be taken by the Collateral Agent or any Secured Party with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Grantor or to any claim or action against the Collateral Agent or any Secured Party. It is understood and agreed that the appointment of the Collateral Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is being coupled with an interest and is irrevocable. The provisions interest, shall be irrevocable so long as any Obligation of this Section shall in no event relieve the Borrower or any Grantor of any of its obligations hereunder guarantor or under any other Loan Document with respect surety to the Collateral Bank shall remain unpaid or the Bank is obligated under this Agreement to extend any part thereof or impose any obligation on the Collateral Agent or any Secured Party to proceed in any particular manner with respect credit to the Collateral or any part thereof, or in any way limit the exercise by the Collateral Agent or any Secured Party of any other or further right which it may have on the date of this Agreement or hereafter, whether hereunder, under any other Loan Document, by law or otherwiseBorrower.

Power of Attorney. Each Grantor With respect to any Senior Collateral, Junior Agent hereby irrevocably makes, constitutes and appoints the Collateral Senior Agent (and all officersany officer of the Senior Agent, employees or agents designated by the Collateral Agent) with full power of substitution, as such Grantor's its true and lawful agent and attorney-in-fact, and in such capacity the Collateral Agent shall have the right, with power of substitution for each Grantor and in each Grantor's name or otherwise, for the use and benefit of the Collateral Agent and the Secured Parties, upon the occurrence and during the continuance of an Event of Default (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to sign the name of any Grantor on any invoice or xxxx of lading relating to any of the Collateral; (d) to send verifications of Accounts Receivable to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent; and (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent or any Secured Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent or any Secured Party, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken or omitted to be taken by the Collateral Agent or any Secured Party with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Grantor or to any claim or action against the Collateral Agent or any Secured Party. It is understood and agreed that the appointment of the Collateral Agent as the agent and attorney-in-fact with full irrevocable power and authority in the place and stead of the Grantors Junior Agent and in the name of the Junior Agent or in the Senior Agent’s own name, from time to time in the Senior Agent’s discretion, for the purpose of carrying out the terms of Sections 2.6 and 2.10 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 set forth above is coupled with an interest of such Sections, including any Release Documents and, in addition, to take any and is irrevocableall other appropriate and commercially reasonable action for the purpose of carrying out the terms of such Sections. The provisions Junior Agent, as applicable, on behalf of itself and each of the other Junior Creditors, hereby ratifies all that said attorneys shall lawfully do or cause to be done pursuant to the power of attorney granted in this Section 2.7. No Person to whom this power of attorney is presented, as authority for the Senior Agent to take any action or actions contemplated hereby, shall in no event relieve be required to inquire into or seek confirmation from the Junior Agent as to the authority of the Senior Agent to take any Grantor action described herein, or as to the existence of or fulfillment of any condition to this power of its obligations hereunder or under any other Loan Document with respect attorney, which is intended to grant to the Collateral Senior Agent unconditionally the authority to take and perform the actions contemplated herein. The Junior Agent, on behalf of itself and each of the other Junior Creditors, irrevocably waives any right to commence any suit or any part thereof or impose any obligation on the Collateral Agent or any Secured Party to proceed action, in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by the Collateral Agent or any Secured Party of any other or further right which it may have on the date of this Agreement or hereafter, whether hereunder, under any other Loan Document, by law or otherwiseequity, against any Person which in good faith acts in reliance upon or acknowledges the authority granted under this power of attorney.

Power of Attorney. Each Grantor irrevocably makes, constitutes and appoints The Trust hereby grants to the Collateral Agent Adviser or any authorized person of the Adviser (and all officers, employees or agents designated by an "Authorized Person") the Collateral Agent) authority to act as such Grantor's true and lawful agent and its attorney-in-fact, and in such capacity the Collateral Agent shall have the right, with fact under power of substitution attorney for each Grantor purposes of accomplishing on its behalf and on behalf of the Fund any matters which are properly the subject of this Agreement, including (i) to negotiate, execute, enter into and deliver, on behalf of the Fund any and all agreements, consents, authorizations, assignments, revocations, instructions or other instruments which such Authorized Person may think useful for the sale, transfer, withdrawal or pledge of securities, the making of any loans or borrowings of securities, the management of the Fund's assets or generally the accomplishment of any of the purposes enumerated herein or in each Grantorthe Trust's name Prospectus and Statement of Additional Information relating to the Fund; (ii) to sign or give any order or directions in writing to the Fund's Administrator or any other service provider at any time for the purchase, whether from or through the Fund's custodian or otherwise, of any securities or other assets which may be held by the custodian at any time for or on behalf of the Fund, whether in safekeeping, as security or otherwise, and for the use and benefit of the Collateral Agent and the Secured Partiescollection, upon the occurrence and during the continuance of an Event of Default (a) to receivedeposit, endorsewithdrawal, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders investment or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases disposition of all or any of the Collateral; (c) to sign the name proceeds thereof and/or of any Grantor on any invoice dividends, interest or xxxx of lading relating to any of the Collateral; (d) to send verifications of Accounts Receivable to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agentother amounts which may be declared and/or paid relative thereto; and (hiii) in general, to use, sell, assign, transfer, pledgesign any agreements, make any agreement with respect to representations, give any directions or otherwise deal with all or perform any of the Collateral, and to do all other acts and things necessary to carry out (which the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent or any Secured Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent or any Secured Party, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken or omitted to be taken by the Collateral Agent or any Secured Party with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Grantor or to any claim or action against the Collateral Agent or any Secured Party. It is understood and agreed that the appointment of the Collateral Agent as the agent and Fund may do through an attorney-in-fact of fact), incidental to or deemed by the Grantors for the purposes set forth above is coupled with an interest and is irrevocableAdviser to be necessary or proper in exercising any powers hereby conferred. The provisions Trust intends for this general power of attorney to be construed in the broadest possible manner and for third parties to accept and rely upon this Section shall in no event relieve any Grantor power of any of its obligations hereunder or under any other Loan Document with respect attorney granted to the Collateral or any part thereof or impose any obligation on Adviser duly without further written assurances from the Collateral Agent or any Secured Party to proceed in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by the Collateral Agent or any Secured Party of any other or further right which it may have on the date of this Agreement or hereafter, whether hereunder, under any other Loan Document, by law or otherwiseTrust.

Power of Attorney. Each Grantor The Borrower hereby irrevocably makes, constitutes and appoints the Collateral Agent (and all officers, employees or agents designated by Bank as the Collateral Agent) as such Grantor's Borrower’s true and lawful agent and attorney-in-fact, and in such capacity the Collateral Agent shall have the right, with full power of substitution for each Grantor substitution, at the sole cost and in each Grantor's name or otherwise, expense of the Borrower but for the use and sole benefit of the Collateral Agent and the Secured PartiesBank, upon the occurrence and during the continuance of an Event of Default or after DEMAND with respect to Obligations payable on DEMAND, to convert the Collateral into cash, including, without limitation, completing the manufacture or processing of work in process, and the sale (aeither public or private) of all or any portion or portions of the inventory and other Collateral; to enforce collection of the Collateral, either in its own name or in the name of the Borrower, including, without limitation, executing releases or waivers, compromising or settling with any Debtors and prosecuting, defending, compromising or releasing any action relating to the Collateral; to receive, endorse, assign and/or deliver open and dispose of all mail addressed to the Borrower and to take therefrom any remittances or proceeds of Collateral in which the Bank has a security interest; to notify Post Office authorities to change the address for delivery of mail addressed to the Borrower to such address as the Bank shall designate; to endorse the name of the Borrower in favor of the Bank upon any and all notes, acceptances, checks, drafts, money orders orders, notes, acceptances or other evidences instruments of payment relating the same or different nature; to sign and endorse the Collateral or any part thereof; (b) name of the Borrower on and to demand, collect, receive payment of, give receipt for and give discharges and releases of all or as secured party any of the Collateral, any invoices, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents of title of the same or different nature relating to the Collateral; (c) to sign the name of any Grantor the Borrower on any invoice notice of the Debtors or xxxx of lading relating to any on verification of the Collateral; (d) and to send verifications sign, if necessary, and file or record on behalf of Accounts Receivable the Borrower any financing or other statement in order to any Account Debtor; (e) perfect or protect the Bank’s security interest. The Bank shall not be obliged to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or do any of the Collateral acts or to enforce any rights in respect of any Collateral; (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or exercise any of the Collateral; (g) powers hereinabove authorized, but if the Bank elects to notifydo any such act or exercise any such power, or to require any Grantor to notifyit shall not be accountable for more than it actually receives as a result of such exercise of power, Account Debtors to make payment directly and it shall not be responsible to the Collateral Agent; and (h) to use, sell, assign, transfer, pledge, make any agreement with respect to Borrower except for its own gross negligence or otherwise deal with all or any of willful misconduct. All powers conferred upon the Collateral, and to do all other acts and things necessary to carry out the purposes of Bank by this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent or any Secured Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent or any Secured Party, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken or omitted to be taken by the Collateral Agent or any Secured Party with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Grantor or to any claim or action against the Collateral Agent or any Secured Party. It is understood and agreed that the appointment of the Collateral Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is being coupled with an interest and is irrevocable. The provisions interest, shall be irrevocable so long as any Obligation of this Section shall in no event relieve the Borrower or any Grantor of any of its obligations hereunder guarantor or under any other Loan Document with respect surety to the Collateral Bank shall remain unpaid or the Bank is obligated under this Agreement to extend any part thereof or impose any obligation on the Collateral Agent or any Secured Party to proceed in any particular manner with respect credit to the Collateral or any part thereof, or in any way limit the exercise by the Collateral Agent or any Secured Party of any other or further right which it may have on the date of this Agreement or hereafter, whether hereunder, under any other Loan Document, by law or otherwiseBorrower.

Power of Attorney. Each Grantor hereby irrevocably makes, constitutes and appoints the Collateral Administrative Agent (and all officers, employees or agents designated by the Collateral Agent) as such Grantor's its true and lawful agent and attorney-in-fact, and in such capacity the Collateral Administrative Agent shall have have, without any further action required by or on behalf of any Grantor, the right, with full power of substitution for each substitution, in the name of such Grantor and in each Grantor's name or otherwise, for the use and benefit of the Collateral Administrative Agent and the other Secured Parties, upon the occurrence and during the continuance of an Event of Default Creditors: (a) to receive, endorse, assign present, assign, deliver and/or deliver otherwise deal with any and all notes, acceptances, letters of credit, checks, drafts, money orders orders, or other evidences of payment relating to the Collateral of such Grantor or any part thereof; (b) to demand, collect, receive payment of, and give receipt for and give discharges credits, allowances, discounts, discharges, releases and releases acquittances of and for any or all or any of the CollateralCollateral of such Grantor; (c) to sign the name of any such Grantor on any invoice or xxxx of lading relating to any of the CollateralCollateral of such Grantor; (d) to send verifications of any or all of the Accounts Receivable of such Grantor to any Account Debtorits account debtors; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in or before any court of competent jurisdiction or other tribunal (including any arbitration proceedings) to collect or otherwise realize on all or any of the Collateral of such Grantor, or to enforce any rights of such Grantor in respect of any of its Collateral; (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to any or all or any of the CollateralCollateral of such Grantor; (g) to notify, or to require any such Grantor to notifynotify or cause to be notified, Account Debtors its account debtors to make payment directly to the Collateral AgentAdministrative Agent or to a Controlled Deposit Account; and or (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with any or all or any of the CollateralCollateral of such Grantor, and to do all other acts and things necessary or appropriate to carry out the intent and purposes of this Agreement, as fully and completely as though the Collateral Administrative Agent were the absolute owner of the Collateral of such Grantor for all purposes; provided, however, that nothing herein contained except upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall be construed as requiring or obligating not exercise the Collateral Agent or any Secured Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent or any Secured Party, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken or omitted to be taken by the Collateral Agent or any Secured Party with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Grantor or to any claim or action against the Collateral Agent or any Secured Party. It is understood and agreed that the appointment of the Collateral Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The provisions of this Section shall in no event relieve any Grantor of any of its obligations hereunder or under any other Loan Document with respect to the Collateral or any part thereof or impose any obligation on the Collateral Agent or any Secured Party to proceed in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by the Collateral Agent or any Secured Party of any other or further right which it may have on the date of this Agreement or hereafter, whether hereunder, under any other Loan Document, by law or otherwisepowers granted hereby.

Power of Attorney. Each Grantor irrevocably makes, constitutes and The Borrower hereby appoints each of the Collateral Trustee, the Administrative Agent (and all officersany designee of either of them, employees or agents designated by the Collateral Agent) as such Grantor's true and lawful agent and its attorney-in-factfact (any of the foregoing, and in such capacity capacity, the Collateral Agent shall have “AIF”), which appointment is irrevocable and coupled with an interest, with the right, with power of substitution for each Grantor and either in each Grantor's the name or otherwise, for the use and benefit of the Collateral Agent AIF or the name of the Borrower, to (a)(i) take any action and execute any instrument that the Secured PartiesAIF may deem necessary or advisable to perfect, upon and to maintain the occurrence perfection and first priority of, the Security Interests granted hereunder, (ii) act pursuant to any express authorization set forth herein or in any other Transaction Document, and (iii) do all other acts and things necessary to carry out the purposes of this Security Agreement; and (b) during the continuance existence of an Event of Default Default, (ai) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (bii) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (ciii) to sign the name of any Grantor the Borrower on any invoice or xxxx of lading relating to any of the Collateral; (div) to send verifications of Accounts Receivable to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Borrower Contracts or other items of Collateral or to enforce any Borrower Contract Rights or other rights in respect of any Collateral; (fv) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (gvi) to notify, or to require any Grantor to notify, Account Debtors notify Obligors to make payment directly to the Collateral AgentTrustee, any successor Servicer, or as the AIF may otherwise direct; (vii) endorse, as appropriate, any promissory note evidencing any Purchased Receivable; (viii) structure a securitization transaction and sell asset-backed securities that are backed by the Purchased Receivables and/or other Collateral (hother than through the Borrower); (ix) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, Collateral as fully and completely as though the Collateral Agent AIF were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent or any Secured Party to make any commitment or to make any inquiry as to the nature or sufficiency (x) send verifications of any payment received by the Collateral Agent or any Secured Party, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken or omitted to be taken by the Collateral Agent or any Secured Party with respect to the Collateral or any part thereof shall give rise Purchased Receivables to any defense, counterclaim or offset in favor of any Grantor or to any claim or action against the Collateral Agent or any Secured Party. It is understood Obligor; and agreed that the appointment of the Collateral Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The provisions of this Section shall in no event relieve any Grantor of any of its obligations hereunder or under any other Loan Document with respect to the Collateral or any part thereof or impose any obligation on the Collateral Agent or any Secured Party to proceed in any particular manner with respect to the Collateral or any part thereof, or in any way limit the (xi) exercise by the Collateral Agent or any Secured Party of any other or further right which it may have on the date of this Agreement or hereafter, whether hereunder, under any other Loan Document, by law or otherwiseBorrower Contract Rights.

Power of Attorney. Each Grantor The Borrower hereby irrevocably makes, constitutes and appoints the Collateral Agent (and all officers, employees or agents designated by the Collateral Agent) as such Grantor's Secured Party its true and lawful agent and attorney-in-fact, and in such capacity the Collateral Agent Secured Party shall have have, without any further action required by or on behalf of the Borrower, the right, with full power of substitution for each Grantor and substitution, in each Grantor's the name of the Borrower or otherwise, for the use and benefit of the Collateral Agent and the Secured Parties, upon Party after the occurrence of and during the continuance of an Event of Default Default: (ai) to receive, endorse, assign present, assign, deliver and/or deliver otherwise deal with any and all notes, acceptances, letters of credit, checks, drafts, money orders orders, or other evidences of payment relating to the Collateral or any part thereof; (bii) to demand, collect, receive payment of, and give receipt for and give discharges credits, allowances, discounts, discharges, releases and releases acquittances of and for any or all or any of the Collateral; (c) to sign the name of any Grantor on any invoice or xxxx of lading relating to any of the Collateral; (d) to send verifications of Accounts Receivable to any Account Debtor; (eiii) to commence and prosecute any and all suits, actions or proceedings at law or in equity in or before any court of competent jurisdiction or other tribunal (including any arbitration proceedings) to collect or otherwise realize on all or any of the Collateral Collateral, or to enforce any rights of the Borrower in respect of any of its Collateral; (fiv) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to any or all or any of the Collateral; (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent; and (hv) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with any or all or any of the Collateral, and to do all other acts and things necessary or appropriate to carry out the intent and purposes of this Agreement, as fully and completely as though the Collateral Agent Secured Party were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent or any Secured Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent or any Secured Party, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken or omitted to be taken by the Collateral Agent or any Secured Party with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Grantor or to any claim or action against the Collateral Agent or any Secured Party. It is understood and agreed that the appointment of the Collateral Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The provisions of this Section shall in no event relieve any Grantor of any of its obligations hereunder or under any other Loan Document with respect to the Collateral or any part thereof or impose any obligation on the Collateral Agent or any Secured Party to proceed in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by the Collateral Agent or any Secured Party of any other or further right which it may have on the date of this Agreement or hereafter, whether hereunder, under any other Loan Document, by law or otherwise.

Power of Attorney. Each Grantor irrevocably makes, constitutes and appoints the The Collateral Agent (and all officersshall have the right, employees or agents designated by as the Collateral Agent) as such Grantor's true and lawful agent and attorney-in-fact, and in such capacity fact of the Collateral Agent shall have the rightBorrower, with power of substitution for each Grantor the Borrower and in each Grantorthe Borrower's name or otherwise, for the use and benefit of the Collateral Agent and the Secured Parties, upon the occurrence and during the continuance of an Event of Default (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to sign the name of any Grantor on any invoice or xxxx of lading relating to any of the Collateral; (d) to send verifications of Accounts Receivable to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (fd) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent; and (he) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent or any Secured Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent or any Secured Party, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken or omitted to be taken by the Collateral Agent or any Secured Party with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Grantor the Borrower or to any claim or action against the Collateral Agent or any Secured Party. It is understood and agreed that the appointment of the Collateral Agent as the agent and attorney-in-fact of the Grantors Borrower for the purposes set forth above is coupled with an interest and is irrevocable. The provisions of this Section shall in no event relieve any Grantor the Borrower of any of its obligations hereunder or under any other Loan Document the Credit Agreement with respect to the Collateral or any part thereof or impose any obligation on the Collateral Agent or any Secured Party to proceed in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by the Collateral Agent or any Secured Party of any other or further right which it may have on the date of this Agreement or hereafter, whether hereunder, under any other Loan Document, by law or otherwise.

Power of Attorney. Each Grantor hereby irrevocably makes, constitutes and appoints the Collateral Administrative Agent (and all officers, employees or agents designated by the Collateral Agent) as such Grantor's its true and lawful agent and attorney-in-fact, and in such capacity the Collateral Administrative Agent shall have have, without any further action required by or on behalf of any Grantor, the right, with full power of substitution for each substitution, in the name of such Grantor and in each Grantor's name or otherwise, for the use and benefit of the Collateral Administrative Agent and the other Secured PartiesCreditors, upon after the occurrence of and during the continuance of an Event of Default Default: (ai) to receive, endorse, assign present, assign, deliver and/or deliver otherwise deal with any and all notes, acceptances, letters of credit, checks, drafts, money orders orders, or other evidences of payment relating to the Collateral of such Grantor or any part thereof; (bii) to demand, collect, receive payment of, and give receipt for and give discharges credits, allowances, discounts, discharges, releases and releases acquittances of and for any or all or any of the CollateralCollateral of such Grantor; (ciii) to sign the name of any such Grantor on any invoice or xxxx of bill xx lading relating to any of the CollateralCollateral of such Grantor; (div) to send verifications of any or all of the Accounts Receivable of such Grantor to any Account Debtorits account debtors; (ev) to commence and prosecute any and all suits, actions or proceedings at law or in equity in or before any court of competent jurisdiction or other tribunal (including any arbitration proceedings) to collect or otherwise realize on all or any of the Collateral of such Grantor, or to enforce any rights of such Grantor in respect of any of its Collateral; (fvi) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to any or all or any of the CollateralCollateral of such Grantor; (gvii) to notify, or to require any such Grantor to notifynotify or cause to be notified, Account Debtors its account debtors to make payment directly to the Collateral AgentAdministrative Agent or to a Controlled Deposit Account; and or (hviii) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with any or all or any of the CollateralCollateral of such Grantor, and to do all other acts and things necessary or appropriate to carry out the intent and purposes of this Agreement, as fully and completely as though the Collateral Administrative Agent were the absolute owner of the Collateral of such Grantor for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent or any Secured Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent or any Secured Party, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken or omitted to be taken by the Collateral Agent or any Secured Party with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Grantor or to any claim or action against the Collateral Agent or any Secured Party. It is understood and agreed that the appointment of the Collateral Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The provisions of this Section shall in no event relieve any Grantor of any of its obligations hereunder or under any other Loan Document with respect to the Collateral or any part thereof or impose any obligation on the Collateral Agent or any Secured Party to proceed in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by the Collateral Agent or any Secured Party of any other or further right which it may have on the date of this Agreement or hereafter, whether hereunder, under any other Loan Document, by law or otherwise.

Power of Attorney. Each Grantor irrevocably makes, constitutes and appoints the Collateral Agent (and all officers, officers and employees or agents of the Collateral Agent designated by the Collateral Agent) as such Grantor's true and lawful agent and attorney-in-fact, and in such capacity the Collateral Agent shall have the right, with power of substitution for each Grantor and in each Grantor's name or otherwise, for the use and benefit of the Collateral Agent and the Secured Parties, but only upon the occurrence and during the continuance of an Event of Default (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the such Grantor's Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the such Grantor's Collateral; (c) to sign the name of any such Grantor on any invoice or xxxx of lading relating to any of the such Grantor's Collateral; (d) to send verifications of such Grantor's Accounts Receivable to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the such Grantor's Collateral or to enforce any rights in respect of any such Collateral; (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the such Grantor's Collateral; (g) to notify, or to require any such Grantor to notify, Account Debtors to make payment directly to the Collateral Agent; and (h) subject to any existing reserved rights or licenses, to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the such Grantor's Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the such Grantor's Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent or any Secured Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent or any Secured PartyAgent, or to present or file any claim or notice, or or, except as otherwise provided herein, to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken or omitted to be taken by the Collateral Agent or any Secured Party with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Grantor or to any claim or action against the Collateral Agent or any Secured PartyAgent. It is understood and agreed that the appointment of the Collateral Agent as the agent and attorney-in-fact of the Grantors each Grantor for the purposes set forth above is coupled with an interest and is irrevocable. The provisions of this Section shall in no event relieve any Grantor of any of its obligations hereunder or under any other Loan Document with respect to the such Grantor's Collateral or any part thereof or or, such Grantor's impose any obligation on the Collateral Agent or any Secured Party to proceed in any particular manner with respect to the Collateral or any part thereof, or or, except as otherwise provided herein, in any way limit the exercise by the Collateral Agent or any Secured Party of any other or further right which it may have on the date of this Agreement or hereafter, whether hereunder, under any other Loan Document, by law or otherwise. Anything in this Section 5.01 to the contrary notwithstanding, the Collateral Agent agrees that it will not exercise any rights under the power of attorney provided for in this Section 5.01 unless an Event of Default shall have occurred and be continuing.

Power of Attorney. Each Grantor irrevocably makes, constitutes and appoints the Collateral Administrative Agent (and all officers, employees or agents designated by the Collateral Administrative Agent) as such Grantor's ’s true and lawful agent and attorney-in-fact, and in such capacity the Collateral Administrative Agent shall have the right, with full power of substitution for each Grantor and in each Grantor's ’s name or otherwise, for the use and benefit of the Collateral Administrative Agent and the Secured Parties, upon the occurrence and during the continuance of an Event of Default (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to sign the name of any Grantor on any invoice or xxxx of lading relating to any of the Collateral; (d) to send verifications of Accounts Receivable included in the Collateral to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Administrative Agent; and (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Administrative Agent were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Administrative Agent or any Secured Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Administrative Agent or any Secured Party, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken or omitted to be taken by the Collateral Administrative Agent or any Secured Party with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Grantor or to any claim or action against the Collateral Administrative Agent or any Secured Party. It is understood and agreed that the appointment of the Collateral Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The provisions of this Section shall in no event relieve any Grantor of any of its obligations hereunder or under any other Loan Document with respect to the Collateral or any part thereof or impose any obligation on the Collateral Administrative Agent or any Secured Party to proceed in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by the Collateral Administrative Agent or any Secured Party of any other or further right which it may have on the date of this Agreement or hereafter, whether hereunder, under any other Loan Document, by law or otherwise.

Power of Attorney. 13.1 Each Grantor Member, by its execution hereof, hereby irrevocably makes, constitutes and appoints each of the Collateral Agent (Manager and all officersthe Liquidating Trustee, employees or agents designated by the Collateral Agent) if any, in such capacity as Liquidating Trustee for so long as it acts as such Grantor's (each is hereinafter referred to as the “Attorney”), as its true and lawful agent and attorney-in-fact, and in such capacity the Collateral Agent shall have the right, with full power of substitution for each Grantor and full power and authority in each Grantor's name or otherwiseits name, for place and stead, to make, execute, sign, acknowledge, swear to, record and file (i) this Agreement and any amendment to this Agreement that has been adopted as herein provided; (ii) the use and benefit original Certificate of the Collateral Agent and the Secured Parties, upon the occurrence and during the continuance of an Event of Default (a) to receive, endorse, assign and/or deliver any Formation and all notes, acceptances, checks, drafts, money orders amendments thereto required or other evidences permitted by law or the provisions of payment relating to the Collateral or any part thereofthis Agreement; (biii) all instruments or documents required to demand, collect, receive payment of, give receipt for and give discharges and releases effect a transfer of all or any of the CollateralInterest; (civ) to sign all certificates and other instruments deemed advisable by the name of any Grantor on any invoice Manager or xxxx of lading relating to any of the Collateral; (d) to send verifications of Accounts Receivable to any Account Debtor; (e) to commence and prosecute any and all suitsLiquidating Trustee, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (f) to settleif any, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent; and (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes provisions of this Agreement, and applicable law or to permit the Company to become or to continue as a limited liability company wherein the Members have limited liability in each jurisdiction where the Company may be doing business; (v) all instruments that the Manager or the Liquidating Trustee, if any, deems appropriate to reflect a change, modification or termination of this Agreement or the Company in accordance with this Agreement including, without limitation, the admission of additional Members or substituted members pursuant to the provisions of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner applicable; (vi) all fictitious or assumed name certificates required or permitted to be filed on behalf of the Collateral for Company; (vii) all purposes; provided, however, that nothing herein contained shall be construed as requiring conveyances and other instruments or obligating the Collateral Agent or any Secured Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received papers deemed advisable by the Collateral Agent or any Secured Party, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof Manager or the moneys due Liquidating Trustee, if any, including, without limitation, those to effect the dissolution and termination of the Company (including a Certificate of Cancellation ); (viii) all other agreements and instruments necessary or advisable to become due in respect thereof consummate any purchase or any property covered thereby, sale of Company Assets; and no action taken (ix) all other instruments or omitted papers that may be required or permitted by law to be taken by the Collateral Agent or any Secured Party with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Grantor or to any claim or action against the Collateral Agent or any Secured Party. It is understood and agreed that the appointment filed on behalf of the Collateral Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The provisions of this Section shall in no event relieve any Grantor of any of its obligations hereunder or under any other Loan Document with respect to the Collateral or any part thereof or impose any obligation on the Collateral Agent or any Secured Party to proceed in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by the Collateral Agent or any Secured Party of any other or further right which it may have on the date of this Agreement or hereafter, whether hereunder, under any other Loan Document, by law or otherwiseCompany.

Power of Attorney. Each Grantor Borrower hereby irrevocably makes, constitutes and appoints the Collateral Agent (Lender and all officersany agent or representative thereof, employees or agents designated by the Collateral Agent) with full power of substitution, as such Grantor's its true and lawful agent and attorney-in-fact, fact with full irrevocable power and authority in the place and stead of such Borrower and in the name of such capacity the Collateral Agent shall have the rightBorrower or in its own name, with power of substitution for each Grantor and from time to time in each Grantor's name or otherwiseLender’s sole discretion, for the use purpose of carrying out the terms of this Agreement, to take any and benefit 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 this Agreement, and, without limiting the generality of the Collateral Agent foregoing, hereby give Lender the power and right, on behalf of Borrower, without notice to or assent by Borrower to do the Secured Parties, following upon the occurrence and during the continuance of an Event of Default hereunder, as determined by Lender in its sole discretion: (ai) to receiveask, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges acquittances and releases of receipts for any and all or moneys due and to become due under any of the Collateral; (c) to sign Collateral and, in the name of Borrower or its own name or otherwise, to take possession of and endorse and collect any Grantor on checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any invoice Collateral and to file any claim or xxxx of lading relating to take any of the Collateral; (d) to send verifications of Accounts Receivable to any Account Debtor; (e) to commence and prosecute any and all suits, actions other action or proceedings at law or in equity proceeding in any court of competent jurisdiction to collect law or equity or otherwise realize on deemed appropriate by Lender for the purpose of collecting any and all or such moneys due under any Collateral whenever payable; (ii) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due, and to become due thereunder, directly to Lender or as Lender shall direct; (iii) to enforce receive payment of and receipt for any rights and all moneys, claims and other amounts due, and to become due at any time, in respect of or arising out of any Collateral; (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent; and (hiv) generally to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, Collateral as fully and completely as though the Collateral Agent Lender were the absolute owner of the Collateral thereof for all purposes; provided, howeverand to do, that nothing herein contained shall be construed as requiring at Lender’s option and Borrower’s expense, at any time, or obligating from time to time, all acts and things which Lender reasonably deems necessary to protect, preserve or realize upon the Collateral Agent or any Secured Party and Lender’s lien therein, in order to make any commitment or to make any inquiry effect the intent of this Agreement, all as fully and effectively as Borrower might do. Borrower hereby ratifies, to the nature extent permitted by law, all that said attorneys shall lawfully do or sufficiency of any payment received by the Collateral Agent or any Secured Party, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken or omitted cause to be taken done by the Collateral Agent or any Secured Party with respect virtue hereof. The power of attorney granted pursuant to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Grantor or to any claim or action against the Collateral Agent or any Secured Party. It this Section 6 is understood and agreed that the appointment of the Collateral Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is a power coupled with an interest and is irrevocable. The provisions of this Section shall be irrevocable until the Obligations are indefeasibly paid in no event relieve any Grantor of any of its obligations hereunder or under any other Loan Document with respect to the Collateral or any part thereof or impose any obligation on the Collateral Agent or any Secured Party to proceed in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by the Collateral Agent or any Secured Party of any other or further right which it may have on the date of this Agreement or hereafter, whether hereunder, under any other Loan Document, by law or otherwisefull.

Power of Attorney. Each Grantor irrevocably makesXxxxxxxx shall have the right, constitutes and appoints as the Collateral Agent (and all officers, employees or agents designated by the Collateral Agent) as such Grantor's true and lawful agent and attorney-in-fact, and in such capacity the Collateral Agent shall have the rightfact of WinStar, with power of substitution for each Grantor WinStar and in each GrantorWinStar's name or otherwise, for the use and benefit of the Collateral Agent and the Secured PartiesXxxxxxxx, upon the occurrence and during the continuance of an Event of Default (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to sign the name of any Grantor on any invoice or xxxx of lading relating to any of the Collateral; (d) to send verifications of Accounts Receivable to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (fd) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent; and (he) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent Xxxxxxxx were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent or any Secured Party Xxxxxxxx to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent or any Secured PartyXxxxxxxx, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken or omitted to be taken by the Collateral Agent or any Secured Party Xxxxxxxx with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Grantor WinStar or to any claim or action against the Collateral Agent or any Secured PartyXxxxxxxx. It is understood and agreed that the appointment of the Collateral Agent Xxxxxxxx as the agent and attorney-in-fact of the Grantors WinStar for the purposes set forth above is coupled with an interest and is irrevocable. The provisions of this Section shall in no event relieve any Grantor WinStar of any of its obligations hereunder or under any other Loan Document with respect to the Collateral or any part thereof or impose any obligation on the Collateral Agent or any Secured Party Xxxxxxxx to proceed in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by the Collateral Agent or any Secured Party Xxxxxxxx of any other or further right which it may have on the date of this Agreement or hereafter, whether hereunder, under any other Loan Transaction Document, by law or otherwise.

Power of Attorney. Each Grantor The Company hereby irrevocably makes, constitutes and appoints the Collateral Agent (Participant and all officersany officer or agent thereof, employees or agents designated by the Collateral Agent) with full power of substitution, as such Grantor's its true and lawful agent and attorney-in-factfact for the purposes of this Agreement and allowing Participant to perfect, preserve the validity, perfection and priority of, and in such capacity the Collateral Agent shall have the rightenforce any lien granted by this Agreement and, with power of substitution for each Grantor and in each Grantor's name or otherwise, for the use and benefit of the Collateral Agent and the Secured Parties, upon after the occurrence and during the continuance of any Event of Default, to exercise its rights, remedies and powers and privileges under this Agreement. This appointment as attorney- in-fact is irrevocable and coupled with an interest until this Agreement is terminated and the security interests created hereby are released. Without limiting the generality of the foregoing, Participant shall be entitled under this Section 10.02(e) to do any of the following if an Event of Default has occurred and is continuing: (ai) to receiveask, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, xxx for, recover, receive payment of, and give receipt and discharge for amounts due and give discharges to become due under and releases in respect of any or all of the Loans; (ii) file any claims or take any action or proceeding in any court of law or equity that Participant may reasonably deem necessary or advisable for the collection of all or any part of the CollateralLoans, defend any suit, action or proceeding brought against the Company with respect to any Loan, and settle, compromise or adjust any such suit, action or proceeding; (civ) to sign the name of execute, in connection with any Grantor on any invoice sale or xxxx of lading relating to any disposition of the Collateral; (d) to send verifications Loans, any endorsements, assignments, bills of Accounts Receivable to any Account Debtor; (e) to commence and prosecute any and all suits, actions sale or proceedings at law other instruments of conveyance or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in transfer with respect of any Collateral; (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any part of the CollateralLoans; (gv) to notify, or to require enforce the rights of the Company under any Grantor to notify, Account Debtors to make payment directly provision of any Servicing Agreement to the Collateral Agentextent permitted thereunder and under the terms of this Agreement; (vi) pay or discharge taxes and Liens levied or placed on the Loans; (hvii) to usegenerally, sell, assign, transfer, pledge, pledge and make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, Loans as fully and completely as though the Collateral Agent Participant were the absolute owner of the Collateral thereof for all purposes; providedand (viii) do, howeverat Participant’s option and the Company’s expense, at any time and from time to time, all acts and things that nothing herein contained shall be construed Participant reasonably deems necessary to protect, preserve, or realize upon the Loans and Participant’s security interests therein and to effect the intent of this Agreement, all as requiring or obligating fully and effectively as the Collateral Agent or any Secured Party to make any commitment or to make any inquiry as Company might do. Anything in this Section to the nature or sufficiency contrary notwithstanding, Participant agrees that it shall not exercise any right under the power of any payment received by the Collateral Agent or any Secured Party, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due attorney provided for in respect thereof or any property covered thereby, and no action taken or omitted to be taken by the Collateral Agent or any Secured Party with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Grantor or to any claim or action against the Collateral Agent or any Secured Party. It is understood and agreed that the appointment of the Collateral Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The provisions of this Section unless an Event of Default shall in no event relieve any Grantor of any of its obligations hereunder or under any other Loan Document with respect to the Collateral or any part thereof or impose any obligation on the Collateral Agent or any Secured Party to proceed in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by the Collateral Agent or any Secured Party of any other or further right which it may have on the date of this Agreement or hereafter, whether hereunder, under any other Loan Document, by law or otherwiseoccurred and be continuing.

Power of Attorney. Each Grantor irrevocably makesThe Borrower does hereby irrevocable make, constitutes ----------------- constitute, and appoints appoint the Collateral Agent (Bank and all officers, employees or agents designated by the Collateral Agent) its officers and designees as such Grantor's its true and lawful agent and attorney-in-fact, and with full power in such capacity the Collateral Agent shall have the right, with power of substitution for each Grantor and in each Grantor's name or otherwise, for the use and benefit of the Collateral Agent and Bank and/or the Secured PartiesBorrower, to take the following actions upon the occurrence and during the continuance of an Event of Default (a) Default: to receive, endorse, assign and/or deliver open and dispose of all mail addressed to the Borrower; and to endorse any and all notes, acceptances, checks, drafts, money orders or other evidences evidence of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any and/or the New Collateral that may come into the possession of the CollateralBank with full power and right to cause the Borrower's mail to be transferred to the Bank's own officers or otherwise; (c) and to sign the name of any Grantor on any invoice or xxxx of lading relating to any of the Collateral; (d) to send verifications of Accounts Receivable to any Account Debtor; (e) to commence and prosecute do any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent; and (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary or proper to carry out the purposes intent of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner ; to enforce all of the Collateral for Borrower's rights under and pursuant to all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent or any Secured Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent or any Secured Party, or to present or file any claim or notice, or to take any action agreements with respect to the Collateral or any part thereof or and/or the moneys due or to become due in respect thereof or any property covered therebyNew Collateral, all for the sole benefit of the Bank, and no action taken or omitted to enter into such other agreements as may be necessary to complete the distribution, delivery and exploitation of the Products, to enter into and perform such agreements as may be necessary in order to carry out the terms, covenants, and conditions of this Agreement which are required to be taken observed or performed by the Collateral Agent or any Secured Party with respect Borrower, to the Collateral or any part thereof shall give rise to any defenseexecute such other and further mortgages, counterclaim or offset in favor of any Grantor or to any claim or action against the Collateral Agent or any Secured Party. It is understood pledges and agreed that the appointment assignments of the Collateral Agent and/or the New Collateral as the agent Bank may require for the purpose of protecting, maintaining, or enforcing the security interests granted to the Bank by this Agreement and the other Loan Documents, and to do any and all other things necessary or proper to carry out the intention of this Agreement and the other Loan Documents; and the Borrower hereby ratifies and confirms all that the Bank as such attorney-in-in- fact or its substitutes shall properly do by virtue of the Grantors for the purposes set forth above is this power of attorney. Such powers of attorney are coupled with an interest and is are therefore irrevocable. The provisions of this Section shall in no event relieve any Grantor of any of its obligations hereunder or under any other Loan Document with respect to the Collateral or any part thereof or impose any obligation on the Collateral Agent or any Secured Party to proceed in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by the Collateral Agent or any Secured Party of any other or further right which it may have on the date of this Agreement or hereafter, whether hereunder, under any other Loan Document, by law or otherwise.

Power of Attorney. Each Grantor Limited Partner (including any additional or Substituted Limited Partner) and each Assignee who accepts Partnership Units is deemed to irrevocably makesconstitute, constitutes appoint and appoints empower the Collateral Agent Managing General Partner (and all officersany successor by merger, employees transfer, election or agents designated by otherwise), and each of the Collateral Agent) Managing General Partner's authorized officers and attorneys-in-fact, with full power of substitution, as such Grantor's the true and lawful agent and attorney-in-factfact of such Limited Partner or Assignee, with full power and authority in such capacity Limited Partner's or Assignee's name, place and stead and for such Limited Partner's or Assignee's use of benefit to make, execute, verify, consent to, swear to, acknowledge, make oath as to, publish, deliver, file and/or record in the Collateral Agent shall have the right, with power of substitution for each Grantor and in each Grantor's name or otherwise, for the use and benefit of the Collateral Agent and the Secured Parties, upon the occurrence and during the continuance of an Event of Default appropriate public offices (a) to receiveall certificates and other instruments, endorseincluding, assign and/or deliver any at the option of the Managing General Partner, this Agreement and the Certificate of Limited Partnership and all notesamendments and restatements thereof, acceptancesthat the Managing General Partner deems appropriate or necessary to qualify, checksor continue the qualification of, drafts, money orders the Partnership as a limited partnership (or other evidences a partnership in which the Limited Partners have limited liability) in the State of payment relating Delaware and all jurisdictions in which the Partnership may or may intend to the Collateral conduct business or any part thereofown property; (b) all other certificates, instruments and documents as may be required by, or may be appropriate under, the laws of any state or other jurisdiction in which the Partnership may or may intend to demand, collect, receive payment of, give receipt for and give discharges and releases of all conduct business or any of the Collateralown property; (c) all instruments that the Managing General Partner deems appropriate or necessary to sign reflect any amendment, change or modification of this Agreement in accordance with the name of any Grantor on any invoice or xxxx of lading relating to any of the Collateralterms hereof; (d) all conveyances and other instruments or documents that the Managing General Partner deems appropriate or necessary to send verifications effectuate or reflect the dissolution, termination, and liquidation of Accounts Receivable the Partnership pursuant to any Account Debtorthe terms of this Agreement; (e) to commence and prosecute any and all suitsfinancing statements, actions continuation statements, mortgages or proceedings at law other documents necessary to grant to or in equity in any court perfect for secured creditors of competent jurisdiction to collect the Partnership, including the General Partners and Affiliates, a security interest, mortgage, pledge or otherwise realize lien on all or any of the Collateral or to enforce any rights in respect of any CollateralPartnership Assets; (f) all instrument or papers required to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any continue the business of the CollateralPartnership pursuant to Article XIV; (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly all instruments (including this Agreement and the Certificate of Limited Partnership and amendments and restatements thereof) relating to the Collateral Agentadmission of any Partner pursuant to Article XI; and (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all other instruments as the attorneys-in-fact or any one of the Collateral, and to do all other acts and things them may deem necessary or advisable to carry out fully the purposes provisions of this AgreementAgreement in accordance with its terms. The execution and delivery by any of said attorneys-in-fact of any such agreements, as fully amendments, consents, certificates or other instruments shall be conclusive evidence that such execution and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, however, that nothing delivery was authorized hereby. Nothing herein contained shall be construed as requiring or obligating the Collateral Agent or authorizing any Secured Party to make any commitment or to make any inquiry Person acting as to the nature or sufficiency of any payment received by the Collateral Agent or any Secured Party, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken or omitted to be taken by the Collateral Agent or any Secured Party with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Grantor or to any claim or action against the Collateral Agent or any Secured Party. It is understood and agreed that the appointment of the Collateral Agent as the agent and attorney-in-fact pursuant to this Section 2.5 to take action as a attorney-in-fact for any Limited Partner or Assignee to increase in any way the liability of such Limited Partner or Assignee beyond the liability expressly set forth in this Agreement, or to amend this Agreement except in accordance with Article XV. The appointment by each Limited Partner and Assignee of the Grantors for the purposes set forth above is Persons designated in this Section 2.5 as attorneys-in-fact shall be deemed to be a power of attorney coupled with an interest in recognition of the fact that each of the Limited Partners and is irrevocableAssignees under this Agreement will be relying upon the power of such Persons to act pursuant to this power of attorney for the orderly administration of the affairs of the Partnership. The provisions foregoing power of this Section attorney is hereby declared to be irrevocable, and it shall in no event relieve any Grantor survive, and shall not be affected by, the subsequent Incapacity or termination of any Limited Partner or Assignee and it shall extend to such Limited Partner's or Assignee's heirs, successors and assigns. Each Limited Partner and Assignee hereby agrees to be bound by any representations made by any Person acting as attorney-in-fact pursuant to this power of its obligations hereunder attorney in accordance with this Agreement. Each Limited Partner and Assignee hereby waives any and all defenses that may be available to contest, negate or disaffirm the action of any Person taken as attorney-in-fact under any other Loan Document this power of attorney in accordance with respect this Agreement. Each Limited Partner and Assignee shall execute and deliver to the Collateral or any part thereof or impose any obligation on Managing General Partner, within fifteen (15) days after receipt of the Collateral Agent or any Secured Party Managing General Partner's request therefor, all such further designations, powers of attorney and other instruments as the Managing General Partner deems necessary to proceed in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by the Collateral Agent or any Secured Party of any other or further right which it may have on the date of effectuate this Agreement or hereafter, whether hereunder, under any other Loan Document, by law or otherwiseand the purposes of the Partnership.

Power of Attorney. Each Grantor Debtor hereby irrevocably makes, constitutes and appoints the Collateral Agent (and all officersany officer or agent thereof, employees or agents designated by the Collateral Agent) with full power of substitution, as such Grantor's its true and lawful agent and attorney-in-factfact with full irrevocable power and authority in the name of such Debtor or in its own name, and in such capacity the Collateral Agent shall have the right, with power of substitution for each Grantor and in each Grantor's name or otherwise, for the use and benefit of the Collateral Agent and the Secured Parties, upon the occurrence and to take during the continuance of an Event of Default Default, any and all action and to execute any and all documents and instruments that Collateral Agent at any time and from time to time deems necessary or reasonably desirable to accomplish the purposes of this Security Agreement and, without limiting the generality of the foregoing, each Debtor hereby gives Collateral Agent the power and right on behalf of such Debtor and in its own name to do any of the following during the continuance of an Event of Default, without notice to or the consent of such Debtor: (ai) to receive, endorse, assign and/or deliver and collect any drafts or other instruments or documents in connection with Paragraph 7(b) above and all this Paragraph 7(h); (ii) to use such Debtor’s Intellectual Property as provided in Paragraph 7(c); (iii) to demand, xxx for, collect, or receive, in the name of such Debtor or in its own name, any money or property at any time payable or receivable on account of or in exchange for any of the Collateral and, in connection therewith, endorse checks, notes, drafts, acceptances, checksmoney orders, drafts, documents of title or any other instruments for the payment of money orders or other evidences of payment relating to under the Collateral or any part thereofpolicy of insurance; (biv) to demandpay or discharge taxes, collectLiens, receive payment of, give receipt for and give discharges and releases of all or any of other encumbrances levied or placed on or threatened against the Collateral; (cv) to notify post office authorities to change the address for delivery of such Debtor to an address designated by Collateral Agent and to receive, open, and dispose of mail addressed to such Debtor; and (vi) (A) to direct account debtors and any other parties liable for any payment under any of the Collateral to make payment of any and all monies due and to become due thereunder directly to Collateral Agent or as Collateral Agent shall direct; (B) to receive payment of and receipt for any and all monies, claims, and other amounts due and to become due at any time in respect of or arising out of any Collateral; (C) to sign the name and endorse any invoices, freight or express bills, bills of any Grantor on any invoice lading, storage or xxxx of lading warehouse receipts, drafts against debtors, assignments, proxies, stock powers, verifications, and notices in connection with accounts and other documents relating to any of the Collateral; (d) to send verifications of Accounts Receivable to any Account Debtor; (eD) to commence and prosecute any and all suitssuit, actions action, or proceedings proceeding at law Law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or any part thereof and to enforce any rights other Right in respect of any Collateral; (fE) to defend any suit, action, or proceeding brought against such Debtor with respect to any Collateral; (F) to settle, compromise, compoundor adjust any suit, adjust action, or defend proceeding described above and, in connection therewith, to give such discharges or releases as Collateral Agent may deem appropriate; (G) to exchange any actionsof the Collateral for other property upon any merger, suits consolidation, reorganization, recapitalization, or proceedings relating other readjustment of the issuer thereof and, in connection therewith, deposit any of the Collateral with any committee, depositary, transfer agent, registrar, or other designated agency upon such terms as Collateral Agent may determine; (H) to all add or release any guarantor, indorser, surety, or other party to any of the Collateral; (gI) to notifyrenew, extend, or otherwise change the terms and conditions of any of the Collateral; (J) to require endorse such Debtor’s name on all applications, documents, papers, and instruments necessary or reasonably desirable in order for Collateral Agent to use any Grantor of the Intellectual Property; (K) to notifymake, Account Debtors settle, compromise or adjust any claims under or pertaining to make payment directly any of the Collateral (including claims under any policy of insurance); (L) to execute on behalf of such Debtor any financing statements or continuation statements with respect to the Collateral AgentSecurity Interests created hereby, and to do any and all acts and things to protect and preserve the Collateral, including, without limitation, the protection and prosecution of all rights included in the Collateral; and (hM) to use, sell, assign, transfer, pledge, convey, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, Collateral as fully and completely as though the Collateral Agent were the absolute owner of the Collateral thereof for all purposes; provided, howeverand to do, at Collateral Agent’s option and such Debtor’s expense, at any time, or from time to time, all acts and things that nothing herein contained shall be construed as requiring Collateral Agent deems necessary to protect, preserve, maintain, or obligating realize upon the Collateral Agent or any Secured Party to make any commitment or to make any inquiry as to the nature or sufficiency and Collateral Agent’s security interest therein. This power of any payment received by the Collateral Agent or any Secured Party, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken or omitted to be taken by the Collateral Agent or any Secured Party with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Grantor or to any claim or action against the Collateral Agent or any Secured Party. It attorney is understood and agreed that the appointment of the Collateral Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is a power coupled with an interest and is shall be irrevocable. The provisions of this Section Collateral Agent shall in be under no event relieve any Grantor duty to exercise or withhold the exercise of any of the rights, powers, privileges, and options expressly or implicitly granted to Collateral Agent in this Security Agreement, and shall, absent its obligations hereunder gross negligence or under willful misconduct, not be liable for any other Loan Document with respect failure to do so or any delay in doing so. Neither Collateral Agent nor any Person designated by Collateral Agent shall be liable for any act or omission or for any error of judgment or any mistake of fact or Law, absent Collateral Agent’s or such designated Person’s gross negligence or willful misconduct. This power of attorney is conferred on Collateral Agent solely to protect, preserve, maintain, and realize upon its Security Interest in the Collateral. Collateral Agent shall not be responsible for any decline in the value of the Collateral and shall not be required to take any steps to preserve rights against prior parties or any part thereof or impose any obligation on the Collateral Agent or any Secured Party to proceed in any particular manner with respect to the Collateral or any part thereofprotect, preserve, or in maintain any way limit Lien given to secure the exercise by the Collateral Agent or any Secured Party of any other or further right which it may have on the date of this Agreement or hereafter, whether hereunder, under any other Loan Document, by law or otherwiseCollateral.

Power of Attorney. Each Grantor irrevocably makes, constitutes and appoints the Collateral Administrative Agent (and all officers, employees or agents designated by the Collateral Administrative Agent) as such Grantor's ’s true and lawful agent and attorney-in-fact, and in such capacity the Collateral Administrative Agent shall have the right, with power of substitution for each Grantor and in each Grantor's ’s name or otherwise, for the use and benefit of the Collateral Administrative Agent and the Secured Parties, upon the occurrence and during the continuance of if an Event of Default shall have occurred and be continuing (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to sign the name of any Grantor on any invoice or xxxx of lading relating to any of the Collateral; (d) to send verifications of Accounts Receivable to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Administrative Agent; and (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Administrative Agent were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Administrative Agent or any Secured Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Administrative Agent or any Secured Party, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken or omitted to be taken by the Collateral Administrative Agent or any Secured Party with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Grantor or to any claim or action against the Collateral Administrative Agent or any Secured Party. The Administrative Agent shall give prior or simultaneous notice to the Borrower of its intent to begin taking actions under this Section 5.02; provided, however, that any failure to give such notice shall in no way affect the Administrative Agent’s right, power or authority to take such actions. It is understood and agreed that the appointment of the Collateral Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The provisions of this Section shall in no event relieve any Grantor of any of its obligations hereunder or under any other Loan Document with respect to the Collateral or any part thereof or impose any obligation on the Collateral Administrative Agent or any Secured Party to proceed in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by the Collateral Administrative Agent or any Secured Party of any other or further right which that it may have on the date of this Agreement or hereafter, whether hereunder, under any other Loan Document, by law or otherwise.

Power of Attorney. Each Grantor irrevocably makes, of the undersigned Shareholders hereby constitutes and appoints the Collateral Agent (Company and all officers, employees or agents designated by as the Collateral Agent) as such Grantor's true and lawful agent attorney or attorneys-in-fact, with full power of substitution and attorneyresubstitution, for the undersigned and in the name, place and stead of the undersigned, in any capacities to execute any and all statements under Section 13 or Section 16 of the Securities Exchange Act of 1934, as amended, of beneficial ownership of NACCO Class B Shares, subject to the NACCO Stockholders' Agreement, as amended from time to time, including all statements on Schedule 13D and all amendments thereto, all joint filing agreements pursuant to Rule 13d-l(f)(iii) under such Act in connection with such statements, all initial statements of beneficial ownership on Form 3 and any and all other documents to be filed with the Securities and Exchange Commission, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and, granting to said attorney or attorneys-in-fact, and in such capacity the Collateral Agent shall have the righteach of them, with full power of substitution for each Grantor and in each Grantor's name or otherwise, for the use and benefit of the Collateral Agent and the Secured Parties, upon the occurrence and during the continuance of an Event of Default (a) authority to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to sign the name of any Grantor on any invoice or xxxx of lading relating to any of the Collateral; (d) to send verifications of Accounts Receivable to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent; and (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, do so and to do all other acts perform each and things every act and thing requisite and necessary to carry out be done in and about the purposes of this Agreementpremises, as fully to all intents and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent or any Secured Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent or any Secured Party, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken or omitted to be taken by the Collateral Agent or any Secured Party with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Grantor or to any claim or action against the Collateral Agent or any Secured Party. It is understood and agreed that the appointment of the Collateral Agent purposes as the agent undersigned might or could do in person, hereby ratifying and attorneyconfirming all that said attorney or attorneys-in-fact or any of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The provisions them or their substitutes or resubstitutes, may lawfully do or cause to be done by virtue of this Section shall in no event relieve any Grantor of any of its obligations hereunder or under any other Loan Document with respect to the Collateral or any part thereof or impose any obligation on the Collateral Agent or any Secured Party to proceed in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by the Collateral Agent or any Secured Party of any other or further right which it may have on the date 11. The grant of this Agreement power of attorney shall not be affected by any disability of an undersigned Shareholder. If applicable law requires additional or hereaftersubstituted language in order to validate the power of attorney intended to be granted by this Section 11, whether hereunder, under any other Loan Document, by law or otherwiseeach Shareholder agrees to execute and deliver such additional instruments and to take such further acts as may be necessary to validate such power of attorney.

Power of Attorney. Each Grantor irrevocably makes, constitutes and appoints the Collateral Agent (and all officers, employees or agents designated by the Collateral Agent) as such Grantor's true and lawful agent and attorney-in-fact, and in such capacity the Collateral Agent shall have the right, with power of substitution for each Grantor and in each Grantor's name or otherwise, for the use and benefit of the Collateral Agent and the Secured Parties, upon the occurrence and during the continuance of an Event of Default (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to sign the name of any Grantor on any invoice or xxxx of bill xx lading relating to any of the Collateral; (d) to send verifications of Accounts Receivable to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent; and (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; providedPROVIDED, howeverHOWEVER, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent or any Secured Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent or any Secured Party, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken or omitted to be taken by the Collateral Agent or any Secured Party with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Grantor or to any claim or action against the Collateral Agent or any Secured Party. It is understood and agreed that the appointment of the Collateral Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The provisions of this Section shall in no event relieve any Grantor of any of its obligations hereunder or under any other Loan Document with respect to the Collateral or any part thereof or impose any obligation on the Collateral Agent or any Secured Party to proceed in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by the Collateral Agent or any Secured Party of any other or further right which it may have on the date of this Agreement or hereafter, whether hereunder, under any other Loan Document, by law or otherwise.

Power of Attorney. (a) Each Grantor Pledgor does hereby irrevocably makesmake, constitutes constitute and appoints appoint the Collateral Agent (and all officers, employees or agents designated by the Collateral Agent) as such Grantor's any officer or designee thereof its true and lawful agent and attorney-in-factfact with full power in the name of the Collateral Agent, and in of such capacity the Collateral Agent shall have the rightPledgor, with power of substitution for each Grantor and in each Grantor's name or otherwisesubstitution, for the use and benefit of the Collateral Agent and the Secured Partiesto, upon the occurrence and during the continuance continuation of an Event of Default (a) to Default, receive, endorseopen and dispose of all mail addressed to such Pledgor, assign and/or deliver to endorse any and all notesnote, acceptancescheck, checks, draftsdraft, money orders order, or other evidences evidence of payment relating to the Collateral that may come into the possession of the Collateral Agent, with full power and right to cause the mail of such Pledgor to be transferred to the Collateral Agent's own offices or otherwise; to communicate with any issuer of Pledged Securities or any part thereofPartnership; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to sign the name of any Grantor on any invoice or xxxx of lading relating to any of the Collateral; (d) to send verifications of Accounts Receivable to any Account Debtor; (e) to commence and or prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or upon any of the Collateral or to enforce any rights in respect thereof; to settle, compromise, adjust or defend any claims in respect of any Collateral; (f) to settle, compromise, compound, adjust or defend notify any actions, suits or proceedings relating to all issuer of Pledged Securities or any of the Collateral; (g) to notifyPartnership, or to otherwise require any Grantor to notify, Account Debtors them to make payment directly to the Collateral Agent; and (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do any and all other acts and things necessary or proper to carry out the purposes intent of this AgreementAgreement and each other Loan Document and the grant, as fully confirmation and completely as though the Collateral Agent were the absolute owner continuation of the Collateral for security interests hereunder and thereunder. Such power of attorney is coupled with an interest and is irrevocable, and shall survive the bankruptcy, insolvency or dissolution of any or all purposes; provided, however, that nothing of the Pledgors. Nothing herein contained shall be construed as requiring or obligating the Collateral Agent or any Secured Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent or any other Secured Party, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and no action taken neither they nor their officers, directors, employees or omitted to agents shall be taken by the Collateral Agent or any Secured Party with respect to the Collateral or any part thereof shall give rise responsible to any defensePledgor for any act or failure to act hereunder, counterclaim except for their own gross negligence or offset in favor of any Grantor or to any claim or action against the Collateral Agent or any Secured Party. It is understood and agreed that the appointment of the Collateral Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocablewillful misconduct. The provisions of this Section shall in no event relieve any Grantor Pledgor of any of its obligations hereunder or under any the other Loan Document Documents with respect to the Collateral or any part thereof or impose any obligation on the Collateral Agent or any Secured Party to proceed in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by the Collateral Agent or any Secured Party of any other or further right which that it may have on the date of this Agreement or hereafter, whether hereunder, under any other Loan Document, by law or otherwise. Any sale of Collateral pursuant to the provisions of this Section shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions.

Power of Attorney. Each Grantor The Company hereby irrevocably makes, constitutes and appoints the Collateral Agent (Participant and all officersany officer or agent thereof, employees or agents designated by the Collateral Agent) with full power of substitution, as such Grantor's its true and lawful agent and attorney-in-factfact for the purposes of this Agreement and allowing Participant to perfect, preserve the validity, perfection and priority of, and in such capacity the Collateral Agent shall have the rightenforce any lien granted by this Agreement and, with power of substitution for each Grantor and in each Grantor's name or otherwise, for the use and benefit of the Collateral Agent and the Secured Parties, upon after the occurrence and during the continuance of any Event of Default, to exercise its rights, remedies and powers and privileges under this Agreement. This appointment as attorney- in-fact is irrevocable and coupled with an interest until this Agreement is terminated and the security interests created hereby are released. Without limiting the generality of the foregoing, Participant shall be entitled under this Section 10.02(e) to do any of the following if an Event of Default has occurred and is continuing: (ai) to receiveask, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, sue for, recover, receive payment of, and give receipt and discharge for amounts due and give discharges to become due under and releases in respect of any or all of the Loans; (ii) file any claims or take any action or proceeding in any court of law or equity that Participant may reasonably deem necessary or advisable for the collection of all or any part of the CollateralLoans, defend any suit, action or proceeding brought against the Company with respect to any Loan, and settle, compromise or adjust any such suit, action or proceeding; (civ) to sign the name of execute, in connection with any Grantor on any invoice sale or xxxx of lading relating to any disposition of the Collateral; (d) to send verifications Loans, any endorsements, assignments, bills of Accounts Receivable to any Account Debtor; (e) to commence and prosecute any and all suits, actions sale or proceedings at law other instruments of conveyance or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in transfer with respect of any Collateral; (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any part of the CollateralLoans; (gv) to notify, or to require enforce the rights of the Company under any Grantor to notify, Account Debtors to make payment directly provision of any Servicing Agreement to the Collateral Agentextent permitted thereunder and under the terms of this Agreement; (vi) pay or discharge taxes and Liens levied or placed on the Loans; (hvii) to usegenerally, sell, assign, transfer, pledge, pledge and make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, Loans as fully and completely as though the Collateral Agent Participant were the absolute owner of the Collateral thereof for all purposes; providedand (viii) do, howeverat Participant’s option and the Company’s expense, at any time and from time to time, all acts and things that nothing herein contained shall be construed Participant reasonably deems necessary to protect, preserve, or realize upon the Loans and Participant’s security interests therein and to effect the intent of this Agreement, all as requiring or obligating fully and effectively as the Collateral Agent or any Secured Party to make any commitment or to make any inquiry as Company might do. Anything in this Section to the nature or sufficiency contrary notwithstanding, Participant agrees that it shall not exercise any right under the power of any payment received by the Collateral Agent or any Secured Party, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due attorney provided for in respect thereof or any property covered thereby, and no action taken or omitted to be taken by the Collateral Agent or any Secured Party with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Grantor or to any claim or action against the Collateral Agent or any Secured Party. It is understood and agreed that the appointment of the Collateral Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The provisions of this Section unless an Event of Default shall in no event relieve any Grantor of any of its obligations hereunder or under any other Loan Document with respect to the Collateral or any part thereof or impose any obligation on the Collateral Agent or any Secured Party to proceed in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by the Collateral Agent or any Secured Party of any other or further right which it may have on the date of this Agreement or hereafter, whether hereunder, under any other Loan Document, by law or otherwiseoccurred and be continuing.

Power of Attorney. Each Grantor The Indemnitors hereby irrevocably makesnominate, constitutes constitute, appoint and appoints the Collateral Agent (and all officers, employees designate Surety or agents designated by the Collateral Agent) its designee as such Grantor's true and lawful agent and attorney-in-fact, and in such capacity the Collateral Agent shall have the right, with power of substitution for each Grantor and in each Grantor's name or otherwise, for the use and benefit of the Collateral Agent and the Secured Parties, upon the occurrence and during the continuance of an Event of Default (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to sign the name of any Grantor on any invoice or xxxx of lading relating to any of the Collateral; (d) to send verifications of Accounts Receivable to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent; and (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent or any Secured Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent or any Secured Party, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken or omitted to be taken by the Collateral Agent or any Secured Party with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Grantor or to any claim or action against the Collateral Agent or any Secured Party. It is understood and agreed that the appointment of the Collateral Agent as the agent and their attorney-in-fact with the right, but not the obligation, to exercise all of the Grantors for rights of the purposes set forth above Indemnitors assigned, transferred and conveyed to Surety in this Agreement, and in the name of any Indemnitor, to make, execute or endorse and deliver any and all additional or other assignments, releases, agreements, documents or papers deemed necessary and proper by Surety in order to give full effect not only of the intent and meaning of the within assignments, but also to the full protection intended to be given herein to Company under all other provisions of this Agreement, the Bond(s) or otherwise. This power of attorney is irrevocable and is coupled with an interest and is irrevocableshall survive the subsequent disability or legal incapacity of any or all of the Indemnitors. The provisions of this Section shall Indemnitors hereby ratify and affirm all acts and actions taken and done by Xxxxxx as such attorney-in-fact. The Indemnitors waive any and all claims they had, now have or may ever in no event relieve any Grantor of any the future have against Surety as a result of its obligations hereunder having taken any action or done anything as such attorney-in-fact or otherwise under any other Loan Document with respect this Agreement. The Surety shall have the right as such attorney-in-fact to assert, pursue, prosecute, compromise or settle, in whole or in part, and at the Indemnitors’ expense, all of the Property, rights, actions, causes of action, claims, and demands assigned by the Indemnitors to the Collateral or any part thereof or impose any obligation on the Collateral Agent or any Secured Party to proceed in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by the Collateral Agent or any Secured Party of any other or further right which it may have on the date of this Agreement or hereafter, whether hereunder, under any other Loan Document, by law or otherwiseSurety.

Power of Attorney. Each Grantor Borrower irrevocably designates, makes, constitutes and appoints the Collateral Agent (Lender, and all officers, employees or agents persons designated by the Collateral Agent) Lender, as such Grantor's the Borrowers’ true and lawful agent attorney and attorneyagent-in-factfact (such power of attorney and agency being coupled with an interest and therefore irrevocable until all of the Borrowers’ obligations to the Lender have been satisfied), and in such capacity the Collateral Agent shall have Lender, and any persons designated by the rightLender, with power may, at any time except as otherwise provided below, and without notice to or the consent of substitution for each Grantor the Borrowers and in each Grantor's name either the Borrowers’ or otherwisethe Lender’s name, for the use and benefit of the Collateral Agent and the Secured Parties, upon the occurrence and during the continuance of an Event of Default (a) pay and/or perform any obligations of the Borrowers under this Agreement or any of the Related Agreements, (b) receive payments relating to receivethe Collateral in the Borrowers’ name and endorse the Borrowers’ name on any checks, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or any other evidences evidence of payment relating or proceeds of any Collateral which come into the possession of the Lender or its agents or under the Lender’s or its agents’ control, and (c) at any time an Event of Default exists, (i) to the extent the Collateral consists of accounts receivable, enforce payment of the accounts by legal proceedings or otherwise and generally exercise all of the Borrowers’ rights and remedies with respect to the collection of the accounts, (ii) settle, adjust, compromise, discharge or release any accounts or other Collateral or any part thereof; (b) legal proceedings brought to demand, collect, receive payment of, give receipt for and give discharges and releases of all or collect any of the accounts or other Collateral; , (ciii) to sign sell or otherwise transfer any Collateral upon such terms, for such amounts and at such time or times as the name Lender deems advisable, (iv) take control, in any manner, of any Grantor on any invoice item of payment or xxxx of lading proceeds relating to any Collateral, (v) prepare, file and sign the Borrowers’ name to a proof of claim in bankruptcy or similar document against any account debtor, (vi) use the Collateral; (d) to send verifications of Accounts Receivable to any Account Debtor; (e) to commence and prosecute any and all suits, actions information recorded on or proceedings at law or in equity contained in any court of competent jurisdiction data processing equipment and computer hardware and software relating to accounts and any other Collateral and to which the Borrowers have access solely as required to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (f) to settleAccounts, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent; Inventory and (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the other Collateral, and to (vii) do all other acts and things necessary necessary, in the Lender’s determination, to carry out fulfill the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent or any Secured Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent or any Secured Party, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken or omitted to be taken by the Collateral Agent or any Secured Party with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Grantor or to any claim or action against the Collateral Agent or any Secured Party. It is understood and agreed that the appointment of the Collateral Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The provisions of this Section shall in no event relieve any Grantor of any of its Borrowers’ obligations hereunder or under any other Loan Document with respect to the Collateral or any part thereof or impose any obligation on the Collateral Agent or any Secured Party to proceed in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by the Collateral Agent or any Secured Party of any other or further right which it may have on the date of this Agreement or hereafter, whether hereunder, under any other Loan Document, by law or otherwiseand the Related Agreements.

Power of Attorney. Each Grantor Pledgor hereby irrevocably makes, constitutes and appoints the Collateral Agent (and all officers, employees or agents designated by the Collateral Agent) Lender as such Grantor's true and lawful agent and Pledgor’s attorney-in-fact, such power of attorney being coupled with an interest, with full authority in the place and stead of Pledgor and in such capacity the Collateral Agent shall have the right, with power name of substitution for each Grantor and in each Grantor's name Pledgor or otherwise, for the use and benefit of the Collateral Agent and the Secured Parties, upon the occurrence and during the continuance of an Event of Default (a) to receive, endorse, assign and/or deliver take any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to sign the name of any Grantor on any invoice or xxxx of lading relating to any of the Collateral; (d) to send verifications of Accounts Receivable to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent; and (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, action and to do all other acts and things execute any instrument which Lender may from time to time in Lender’s discretion deem necessary or appropriate to carry out accomplish the purposes of this Agreement, including without limitation, the following action: (i) transfer any securities, instruments, documents or certificates pledged as fully and completely as though Collateral in the name of Lender or its nominee; (ii) use any interest, premium or principal payments, conversion or redemption proceeds or other cash proceeds received in connection with any Collateral Agent were the absolute owner 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 deposit and deliver any and all purposesof 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; (iv) exercise or comply with any conversion, exchange, redemption, subscription or any other right, privilege or option pertaining to any securities pledged as Collateral; provided, however, that nothing herein contained except as provided herein, Lender shall not have a duty to exercise or comply with any such right, privilege or option (whether conversion, redemption or otherwise) and shall not be construed as requiring responsible for any delay or obligating the Collateral Agent or any Secured Party failure to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent or any Secured Party, or to present or do so; and (v) file any claim claims or notice, or to take any action or institute any proceedings which Lender may deem necessary or appropriate for the collection and/or preservation of the Collateral or otherwise to enforce the rights of Lender with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken or omitted to be taken by the Collateral Agent or any Secured Party with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Grantor or to any claim or action against the Collateral Agent or any Secured Party. It is understood and agreed that the appointment of the Collateral Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The provisions of this Section shall in no event relieve any Grantor of any of its obligations hereunder or under any other Loan Document with respect to the Collateral or any part thereof or impose any obligation on the Collateral Agent or any Secured Party to proceed in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by the Collateral Agent or any Secured Party of any other or further right which it may have on the date of this Agreement or hereafter, whether hereunder, under any other Loan Document, by law or otherwiseCollateral.

Power of Attorney. Each Grantor irrevocably makes, constitutes and appoints the Collateral Agent (and all officers, employees or agents designated by the Collateral Agent) as such Grantor's true and lawful agent and attorney-in-fact, and in such capacity the Collateral Agent shall have the right, with power of substitution for each Grantor and in each Grantor's name or otherwise, for the use and benefit of the Collateral Agent and the Secured Parties, Effective upon the occurrence and during the continuance of an any Event of Default Default, the Debtor hereby appoints the Collateral Agent and the Collateral Agent’s designee as the Debtor’s attorney-in-fact, with full power of substitution: (a) to receiveendorse the Debtor’s name on any checks, endorse, assign and/or deliver any and all notes, acceptances, checksmoney orders, drafts, money orders or other evidences forms of payment relating to or security constituting Collateral that come into the Collateral Agent’s or any part thereofSecured Party’s possession; (b) to demandsign the Debtor’s name on any invoice, collectxxxx of lading, receive payment ofwarehouse receipt or other negotiable or non-negotiable Document constituting Collateral, give receipt for on drafts against customers, on assignments of Accounts, on notices of assignment, financing statements and give discharges other public records and releases of all to file any such financing statements by electronic means with or any of the Collateralwithout a signature as authorized or required by applicable law or filing procedure; (c) to sign execute loss claims and other applications for payment of benefits under any insurance policy covering any of the Collateral in the name of the Debtor or the Collateral Agent, to receive all monies and endorse drafts, checks, and other instruments for the payment of any Grantor on proceeds of any invoice or xxxx of lading relating to insurance covering any of the Collateral; , (d) to send verifications notify the post office authorities to change the address for delivery of Accounts Receivable the Debtor’s mail to any Account an address designated by the Collateral Agent and to receive, open and dispose of all mail addressed to the Debtor; (e) to commence and prosecute any and all suits, actions send requests for verification of Accounts to customers or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any CollateralAccount Debtors; (f) to settlecomplete in the Debtor’s name or the Collateral Agent’s name, compromiseany order, compoundsale or transaction, adjust or defend any actionsobtain the necessary Documents in connection therewith, suits or proceedings relating to all or any of and collect the Collateralproceeds thereof; (g) to notifyclear Inventory through customs in the Debtor’s name, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent’s name or the name of the Collateral Agent’s designee, and to sign and deliver to customs officials powers of attorney in the Debtor’s name for such purpose; and (h) to usethe extent that the Debtor’s authorization given in Section 5.1(d) of this Security Agreement is not sufficient (which authorization in Section 5.1(d) is effective, selland which powers under Section 5.1(d) may be exercised by the Collateral Agent, assignbefore the occurrence of an Event of Default), transfer, pledge, make any agreement to file such financing statements with respect to this Security Agreement, with or otherwise deal with all without the Debtor’s signature, or any to file a photocopy of this Security Agreement in substitution for a financing statement, as the Collateral, Collateral Agent may deem appropriate and to execute in the Debtor’s name such financing statements and amendments thereto and continuation statements which may require the Debtor’s signature; and (i) to do all other acts and things necessary to carry out the purposes terms of this Security Agreement. The Collateral Agent shall not be obligated to do any of the acts or exercise any of the powers hereinabove authorized, as fully and completely as though but, if the Collateral Agent were the absolute owner of elects to do any such act or exercise any such power, unless the Collateral Agent is guilty of gross negligence or willful misconduct in the exercise of such power, it shall not be accountable to the Debtor for all purposes; providedmore than it actually receives as a result of such exercise of power, howeverand, that nothing herein contained shall be construed as requiring or obligating in any event, none of the Collateral Agent or any of the Secured Party to make Parties, nor any commitment of their respective attorneys, will be liable for any acts or to make omissions or for any inquiry as to the nature error of judgment or sufficiency mistake of any payment received by the Collateral Agent fact or any Secured Partylaw except for their gross negligence or willful misconduct. This appointment shall be deemed a power coupled with an interest, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered therebyshall be irrevocable, and no action taken or omitted to be taken by shall not terminate until the Collateral Agent or any Secured Party with respect to Obligations have been fully satisfied, the Collateral or any part thereof shall give rise to any defense, counterclaim or offset Credit Agreement has been terminated and the Notes (as defined in favor the Note Agreement) have been paid in full under the Note Agreement. The Debtor hereby ratifies and approves all acts of any Grantor or to any claim or action against the Collateral Agent or any Secured Party. It is understood and agreed that the appointment of the Collateral Agent as the agent and such attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The provisions of this Section shall in no event relieve any Grantor of any of its obligations hereunder or under any other Loan Document with respect to the Collateral or any part thereof or impose any obligation on the Collateral Agent or any Secured Party to proceed in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by the Collateral Agent or any Secured Party of any other or further right which it may have on the date of this Agreement or hereafter, whether hereunder, under any other Loan Document, by law or otherwisefact.

Power of Attorney. Each Grantor Borrower hereby irrevocably makes, constitutes and appoints the Collateral Agent (Lender and all officersany officer or agent thereof, employees or agents designated by the Collateral Agent) with full power of substitution, as such GrantorBorrower's true and lawful agent and attorney-in-fact, fact with full irrevocable power and authority in its place and stead and in such capacity the Collateral Agent shall have the right, with power of substitution for each Grantor and in each Grantor's its name or otherwisein Lender's own name, from time to time in Lender's discretion, for the use purpose of carrying out the terms of this Agreement, to take any and benefit all appropriate action and to execute 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 Collateral Agent foregoing, hereby grants to Lender the power and the Secured Partiesright, upon the occurrence and during the continuance on behalf of an Event of Default Borrower, without notice to or assent: (a) to receiveexecute, endorsefile and record all such financing statements, assign and/or deliver any certificates of title and all notesother certificates of registration and operation and similar documents and instruments as Lender may deem necessary or desirable to protect, acceptances, checks, drafts, money orders or other evidences of payment relating to perfect and validate Lender's security interest in the Collateral or any part thereofCollateral; (b) to demandreceive, collect, receive payment oftake, give receipt indorse, sign, and deliver in Borrower's or Lender's name, any and all checks, notes, drafts, or other documents or instruments relating to the Collateral; and (c) upon the occurrence of an Event of Default, (i) to notify postal authorities to change the address for delivery of Borrower's mail to an address designated by Lender, (ii) to open such mail delivered to the designated address, (iii) to sign and give discharges indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and releases of all or any of notices in connection with accounts and other documents relating to the Collateral; (c) to sign the name of any Grantor on any invoice or xxxx of lading relating to any of the Collateral; (d) to send verifications of Accounts Receivable to any Account Debtor; (eiv) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or any part thereof and to enforce any rights other right in respect of any Collateral; (fv) to settle, compromise, compound, adjust or defend any actionssuit, suits action or proceedings relating proceeding brought with respect to all or any of the Collateral; (gvi) to notifynegotiate, settle, compromise or adjust any account, suit, action or proceeding described above and, in connection therewith, to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agentgive such discharges or releases as Lender may deem appropriate; and (hvii) generally, to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, Collateral as fully and completely as though the Collateral Agent Lender were the absolute owner of the Collateral thereof for all purposes; provided, howeverand to do, that nothing herein contained shall be construed as requiring at Lender's option, at any time or obligating from time to time, all acts and things which Lender deems necessary to protect, preserve or realize upon the Collateral Agent and the Lender's security interest therein, in order to effect the intent of this Agreement. Borrower hereby ratifies all that said attorneys shall lawfully do or any Secured Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent or any Secured Party, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken or omitted cause to be taken done by the Collateral Agent or any Secured Party with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor virtue hereof. This power of any Grantor or to any claim or action against the Collateral Agent or any Secured Party. It attorney is understood and agreed that the appointment of the Collateral Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is a power coupled with an interest and is shall be irrevocable. The provisions powers conferred upon Lender hereunder are solely to protect its interests in the Collateral and shall not impose any duty upon Lender to exercise any such powers. Lender shall be accountable only for amounts that Lender actually receives as a result of this Section shall in no event relieve any Grantor the exercise of such powers and neither Lender nor any of its obligations hereunder officers, directors, employees or under agents shall be responsible to Borrower for any other Loan Document with respect act or failure to the Collateral act, except for Lender's own gross negligence or any part thereof or impose any obligation on the Collateral Agent or any Secured Party to proceed in any particular manner with respect to the Collateral or any part thereofwillful misconduct, or in any way limit the exercise as determined by the Collateral Agent or any Secured Party a final non-appealable judgment by a court of any other or further right which it may have on the date of this Agreement or hereafter, whether hereunder, under any other Loan Document, by law or otherwisecompetent jurisdiction.

Power of Attorney. (a) Each Grantor hereby irrevocably makes, constitutes and appoints the Collateral Agent (and all officers, employees or agents designated by the Collateral Agent) as such Grantor's ’s true and lawful agent and attorney-in-fact, and in such capacity the Collateral Agent shall have the right, with power of substitution for each Grantor and in each Grantor's ’s name or otherwise, for the use and benefit of the Collateral Agent and the Secured Parties, (a) at any time, whether or not a Default or Event of Default has occurred, to take actions required to be taken by the Grantors under Section 1.1 of this Security Agreement, (b) upon the occurrence and during the continuance of an Event of Default or Cash Control Event or as otherwise permitted under the Credit Agreement, (ai) to take actions required to be taken by the Grantors under Section 4.1 of this Security Agreement, (ii) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (biii) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; and (c) upon the occurrence and during the continuance of an Event of Default or as otherwise permitted in the Credit Agreement (i) to sign the name of any Grantor on any invoice invoices, schedules of Collateral, freight or xxxx express receipts, or bills of lading storage receipts, warehouse receipts or other documents of title relating to any of the Collateral; (dii) to send verifications sign the name of Accounts Receivable any Grantor on any notice to such Grantor’s account debtors; (iii) to sign the name of any Grantor on any proof of claim in bankruptcy against account debtors; (iv) to the extent relating to the Collateral, to sign change of address forms to change the address to which each Grantor’s mail is to be sent to such address as the Collateral Agent shall designate; (v) to receive and open each Grantor’s mail, remove any proceeds of Collateral therefrom and turn over the balance of such mail either to any Account Debtorof the Grantors or to any trustee in bankruptcy or receiver of a Grantor, or other legal representative of a Grantor whom the Collateral Agent determines to be the appropriate person to whom to so turn over such mail; (evi) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (fvii) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (gviii) to notifytake all such action as may be necessary to obtain the payment of any letter of credit and/or banker’s acceptance of which any Grantor is a beneficiary; (ix) to repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of any Grantor; (x) to use, license, or to require transfer, for the purposes permitted by Section 6 hereof, any Grantor to notifyor all Intangibles of any Grantor, Account Debtors to make payment directly to provided that the Collateral Agent’s use of such Intangibles will comply with all applicable law; and (hxi) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Security Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent or any other Secured Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent or any other Secured Party, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken or omitted to be taken by the Collateral Agent or any Secured Party with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Grantor or to any claim or action against the Collateral Agent or any Secured Party. It is understood and agreed that the appointment of the Collateral Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The provisions of this Section shall in no event relieve any Grantor of any of its obligations hereunder or under any other Loan Document with respect to the Collateral or any part thereof or impose any obligation on the Collateral Agent or any Secured Party to proceed in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by the Collateral Agent or any Secured Party of any other or further right which it may have on the date of this Agreement or hereafter, whether hereunder, under any other Loan Document, by law or otherwise.

Power of Attorney. Each Grantor irrevocably makes, constitutes and appoints the Collateral Administrative Agent (and all officers, employees or agents designated by the Collateral Administrative Agent) as such Grantor's ’s true and lawful agent and attorney-in-fact, and in such capacity the Collateral Administrative Agent shall have the right, with power of substitution for each Grantor and in each Grantor's ’s name or otherwise, for the use and benefit of the Collateral Administrative Agent and the Secured Parties, (a) at any time, whether or not a Default or Event of Default has occurred, to take actions required to be taken by the Grantors under Section 2.1 of this Agreement, (b) upon the occurrence and during the continuance of an Event of Default or as otherwise permitted under the Credit Agreement, (ai) to take actions required to be taken by the Grantors under Section 5.1 of this Agreement; (ii) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral and/or the Xxxxxxxx Collateral or any part thereof; (biii) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral and/or any of the Xxxxxxxx Collateral; (civ) to sign the name of any Grantor on any invoice invoices, schedules of Collateral, freight or xxxx express receipts, or bills of lading storage receipts, warehouse receipts or other documents of title relating to any of the Collateral and/or the Xxxxxxxx Collateral; (dv) to send verifications sign the name of Accounts Receivable any Grantor on any notice to such Grantor’s Account Debtors; (vi) to sign the name of any Grantor on any proof of claim in bankruptcy against Account Debtors, and on notices of lien, claims of mechanic’s liens, or assignments or releases of mechanic’s liens securing the Accounts; (vii) to sign change of address forms to change the address to which each Grantor’s mail is to be sent to such address as the Administrative Agent shall designate; (viii) to receive and open each Grantor’s mail, remove any Proceeds of Collateral and/or Xxxxxxxx Collateral therefrom and turn over the balance of such mail either to the Borrower or to any Account Debtortrustee in bankruptcy or receiver of a Grantor, or other legal representative of a Grantor whom the Administrative Agent reasonably determines to be the appropriate person to whom to so turn over such mail; (eix) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or the Xxxxxxxx Collateral to enforce any rights in respect of any Collateral and/or any Xxxxxxxx Collateral; (fx) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral and/or any Xxxxxxxx Collateral; (gxi) to notify, or take all such action as may be reasonably necessary to require obtain the payment of any letter of credit and/or banker’s acceptance of which any Grantor is a beneficiary; (xii) to notifyrepair, Account Debtors manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to make payment directly fulfill in whole or in part the purchase order of any customer of any Grantor; (xiii) to the Collateral Agentuse, license or transfer any or all General Intangibles of any Grantor; and (hxiv) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral and/or any Xxxxxxxx Collateral, and to do all other acts and things reasonably necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Administrative Agent were was the absolute owner of the Collateral and/or the Xxxxxxxx Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Administrative Agent or any other Secured Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Administrative Agent or any other Secured Party, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken or omitted to be taken by the Collateral Agent or any Secured Party with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Grantor or to any claim or action against the Collateral Agent or any Secured Party. It is understood and agreed that the appointment of the Collateral Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The provisions appointment of the Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above shall terminate when (a) the Aggregate Commitments have expired or been terminated and (b) the principal of and interest on each Loan and all fees and other Secured Obligations (which for purposes of this Section clause shall include the obligations in no event relieve any Grantor respect of any of its Hedge Agreements only if the Secured Obligations (as defined in the Credit Agreement) have been accelerated and Liquidation has commenced and then only to the extent then due and payable) (other than contingent indemnity obligations hereunder or under any other Loan Document with respect to the Collateral or any part thereof or impose any obligation on the Collateral Agent or any Secured Party to proceed then unasserted claims) shall have been paid in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by the Collateral Agent or any Secured Party of any other or further right which it may have on the date of this Agreement or hereafter, whether hereunder, under any other Loan Document, by law or otherwisefull).

Power of Attorney. Each Grantor irrevocably makesThe Debtor authorizes the Bank and does hereby make, constitutes constitute and appoints appoint the Collateral Agent (Bank, and all officersany officer or agent of the Bank, employees or agents designated by with full power of substitution, effective upon the Collateral Agent) occurrence and continuance of an Event of Default, as such Grantorthe Debtor's true and lawful agent and attorney-in-fact, and with power, in such capacity the Collateral Agent shall have the right, with power of substitution for each Grantor and in each Grantor's its own name or otherwise, for in the use and benefit name of the Collateral Agent and the Secured Parties, upon the occurrence and during the continuance of an Event of Default Debtor: (a) to receive, endorse, assign and/or deliver endorse any and all notes, acceptances, checks, drafts, money orders orders, or other evidences instruments of payment relating to (including payments payable under or in respect of any policy of insurance) in respect of the Collateral or any part thereofthat may come into possession of the Bank; (b) to demandsign and endorse any invoice, collectfreight or express xxxx, receive payment ofxxxx of lading, give receipt for storage or warehouse receipts, drafts against debtors, assignments, verifications and give discharges notices in connection with accounts, and releases of all or any of the other documents relating to Collateral; (c) to sign the name of pay or discharge any Grantor taxes, liens, security interests or other encumbrances at any time levied or placed on any invoice or xxxx of lading relating to any of threatened against the Collateral; (d) to send verifications of Accounts Receivable to any Account Debtor; (e) to commence and prosecute any and all suitsdemand, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (f) to settlecollect, receipt for, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any settle and xxx for monies due in respect of the Collateral; and (ge) generally, to notifydo, at the Bank's option and at the Debtor's expense, at any time, or from time to require any Grantor time, all acts and things that the Bank deems reasonably necessary to notifyprotect, Account Debtors to make payment directly to preserve and realize upon the Collateral Agentand the Bank's security interest therein in order to effect the intent of this Agreement and the Loan Agreement all as fully and effectually as the Debtor might or could do; and (h) the Debtor hereby ratifies all that said attorney shall lawfully do or cause to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or be done by virtue hereof. This power of attorney shall be irrevocable for the term of this Agreement and thereafter as long as any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained Obligations shall be construed as requiring or obligating the Collateral Agent or any Secured Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent or any Secured Party, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken or omitted to be taken by the Collateral Agent or any Secured Party with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Grantor or to any claim or action against the Collateral Agent or any Secured Party. It is understood and agreed that the appointment of the Collateral Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The provisions of this Section shall in no event relieve any Grantor of any of its obligations hereunder or under any other Loan Document with respect to the Collateral or any part thereof or impose any obligation on the Collateral Agent or any Secured Party to proceed in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by the Collateral Agent or any Secured Party of any other or further right which it may have on the date of this Agreement or hereafter, whether hereunder, under any other Loan Document, by law or otherwiseoutstanding.

Power of Attorney. Each Grantor irrevocably makes, constitutes and appoints Borrower authorizes Lender at Borrower's expense to file any financing statements or other documents relating to the Collateral Agent (without Borrower's signature thereon) which Lender deems appropriate for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest of Lender, and all officers, employees or agents designated by the Collateral Agent) Borrower irrevocably appoints Lender as such Grantor's true and lawful agent and its attorney-in-factfact to execute any such financing statements or other documents in its name, without the signature of Borrower, and in such capacity to perform any and all other acts which Lender deems appropriate to perfect, confirm, continue, enforce or protect the Collateral Agent shall have the right, security interest of Lender. Borrower hereby irrevocably appoints Lender as Borrower's attorney-in-fact with full power of substitution for each Grantor and in each Grantor's name or otherwise, for the use and benefit of the Collateral Agent and the Secured Parties, upon the occurrence and during the continuance of an Event of Default (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; , (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; , (c) to sign the name of any Grantor Borrower on any invoice or xxxx of bill xx lading relating to any of the Collateral; , (d) to send verifications of Accounts Receivable to any Account Debtor; , (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any the Collateral; , (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; , (g) to notify, or to require any Grantor Borrower to notify, Account Debtors to make payment directly to the Collateral Agent; Lender, and (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreementthe Loan Documents, as 126 fully and completely as though the Collateral Agent Lender were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent or any Secured Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent or any Secured Party, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken or omitted to be taken by the Collateral Agent or any Secured Party with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Grantor or to any claim or action against the Collateral Agent or any Secured Party. It is understood and agreed that the appointment of the Collateral Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The provisions of this Section shall in no event relieve any Grantor relieving Borrower of any of its obligations hereunder or hereunder, under any other Loan Document and/or with respect to the Collateral or any part thereof Collateral, or impose any obligation on the Collateral Agent or any Secured Party Lender to proceed in any particular manner with respect to the Collateral or any part thereofCollateral, or in any way limit the exercise by the Collateral Agent or any Secured Party Lender of any other or further right which it may have on the date of this Agreement or hereafter, whether hereunder, under any other Loan Document, by law or otherwise. Lender is hereby granted an irrevocable license or other right to use, license or sublicense (except where such grant is prohibited by applicable law or by a contract to which Borrower is a party) upon the occurrence and during the continuance of an Event of Default, without charge, any of the Collateral consisting of Borrower's labels, patents, copyrights, rights of use of any name, trade secrets, trade names, trademarks, advertising matter and other intellectual property, now owned or hereafter acquired by Borrower, and each of Borrower's rights under all licenses and all franchise agreements shall inure to Lender's benefit; provided that any license, sub-license or other transaction entered into by Lender in accordance herewith shall be binding upon Borrower notwithstanding any subsequent cure of an Event of Default.

Power of Attorney. Each Grantor Borrower hereby irrevocably makes, constitutes and appoints the Collateral Agent (Lender and all officersany agent or representative thereof, employees or agents designated by the Collateral Agent) with full power of substitution, as such Grantor's its true and lawful agent and attorney-in-fact, in- fact with full irrevocable power and authority in the place and stead of Borrower and in such capacity the Collateral Agent shall have the rightname of Borrower or in its own name, with power of substitution for each Grantor and from time to time in each GrantorLender's name or otherwisesole discretion, for the use purpose of carrying out the terms of this Agreement, to take any and benefit of the Collateral Agent all appropriate action and the Secured Parties, upon the occurrence to execute and during the continuance of an Event of Default (a) to receive, endorse, assign and/or deliver any and all notesdocuments and instruments which may be necessary or desirable to accomplish the purposes of this Agreement, acceptancesand, checkswithout limiting the generality of the foregoing, draftshereby gives Lender the power and right, money orders on behalf of Borrower, without notice to or other evidences of payment relating assent by Borrower to do the Collateral or any part thereof; following: (bi) to ask, demand, collect, receive payment of, give receipt for and give discharges acquittances and releases of receipts for any and all or moneys due and to become due under any of the Collateral; (c) to sign Collateral and, in the name of Borrower or its own name or otherwise, to take possession of and endorse and collect any Grantor on checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any invoice Collateral and to file any claim or xxxx of lading relating to take any of the Collateral; (d) to send verifications of Accounts Receivable to any Account Debtor; (e) to commence and prosecute any and all suits, actions other action or proceedings at law or in equity proceeding in any court of competent jurisdiction to collect law or equity or otherwise realize on deemed appropriate by Lender for the purpose of collecting any and all or such moneys due under any Collateral whenever payable; (ii) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due, and to become due thereunder, directly to Lender or as Lender shall direct; (iii) to enforce receive payment of and receipt for any rights and all moneys, claims and other amounts due, and to become due at any time, in respect of or arising out of any Collateral; (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent; and (hiv) generally to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, Collateral as fully and completely as though the Collateral Agent Lender were the absolute owner of the Collateral thereof for all purposes; provided, howeverand to do, that nothing herein contained shall be construed as requiring at Lender's option and Borrower's expense, at any time, or obligating from time to time, all acts and things which Lender reasonably deems necessary to protect, preserve or realize upon the Collateral Agent or any Secured Party and Lender's lien therein, in order to make any commitment or to make any inquiry effect the intent of this Agreement, all as fully and effectively as Borrower might do. Borrower hereby ratifies, to the nature extent permitted by law, all that said attorneys shall lawfully do or sufficiency of any payment received by the Collateral Agent or any Secured Party, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken or omitted cause to be taken done by the Collateral Agent or any Secured Party with respect virtue hereof. The power of attorney granted pursuant to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Grantor or to any claim or action against the Collateral Agent or any Secured Party. It this Section 7 is understood and agreed that the appointment of the Collateral Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is a power coupled with an interest and is irrevocable. The provisions of this Section shall be irrevocable until the Obligations are indefeasibly paid in no event relieve any Grantor of any of its obligations hereunder or under any other Loan Document with respect to the Collateral or any part thereof or impose any obligation on the Collateral Agent or any Secured Party to proceed in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by the Collateral Agent or any Secured Party of any other or further right which it may have on the date of this Agreement or hereafter, whether hereunder, under any other Loan Document, by law or otherwisefull.

Power of Attorney. Each The Grantor irrevocably makes, constitutes and appoints the Collateral Agent (and all officers, employees or agents designated by the Collateral Agent) as such the Grantor's true and lawful agent and attorney-in-fact, and in such capacity the Collateral Agent shall have the right, with power of substitution for each the Grantor and in each the Grantor's name or otherwise, for the use and benefit of the Collateral Agent and the Secured Parties, upon the occurrence and during the continuance of an Event of Default (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to sign the name of any the Grantor on any invoice or xxxx of lading relating to any of the Collateral; (d) to send verifications of Accounts Receivable to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (fe) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (gf) to notify, or to require any the Grantor to notify, Account Debtors notify third parties to make payment directly to the Collateral Agent; and (hg) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent or any Secured Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent or any Secured Party, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken or omitted to be taken by the Collateral Agent or any Secured Party with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any the Grantor or to any claim or action against the Collateral Agent or any Secured Party. It is understood and agreed that the appointment of the Collateral Agent as the agent and attorney-in-fact of the Grantors Grantor for the purposes set forth above is coupled with an interest and is irrevocable. The provisions of this Section shall in no event relieve any the Grantor of any of its obligations hereunder or under any other Loan Document the Indenture with respect to the Collateral or any part thereof or impose any obligation on the Collateral Agent or any Secured Party to proceed in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by the Collateral Agent or any Secured Party of any other or further right which it may have on the date of this Agreement or hereafter, whether hereunder, under any other Loan Security Document, by law or otherwise.

Power of Attorney. Each Grantor irrevocably makes, constitutes and appoints the Collateral Agent (and all officers, employees or agents designated by the Collateral Agent) as such Grantor's true and lawful agent and attorney-in-fact, and in such capacity the Collateral Agent shall have the right, with power of substitution for each Grantor and in each Grantor's name or otherwise, for the use and benefit of the Collateral Agent and the Secured Parties, upon the occurrence and during the continuance of an Event of Default (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to sign the name of any Grantor on any invoice or xxxx of lading relating to any of the Collateral; (d) to send verifications of Accounts Receivable to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent; and (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent or any Secured Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent or any Secured Party, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken or omitted to be taken by the Collateral Agent or any Secured Party with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Grantor or to any claim or action against the Collateral Agent or any Secured Party. It is understood and agreed that the appointment of the Collateral Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocableirrevocable during the term of this Agreement. The provisions of this Section shall in no event relieve any Grantor of any of its obligations hereunder or under any other Loan Document with respect to the Collateral or any part thereof or impose any obligation on the Collateral Agent or any Secured Party to proceed in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by the Collateral Agent or any Secured Party of any other or further right which it may have on the date of this Agreement or hereafter, whether hereunder, under any other Loan Document, by law or otherwise.

Power of Attorney. Each Grantor irrevocably makes, constitutes and appoints the Collateral Agent (and all officers, employees or agents designated by the Collateral Agent) as such Grantor's true and lawful agent and attorney-in-fact, and in such capacity the Collateral Agent shall have the right, with power of substitution for each Grantor and in each Grantor's name or otherwise, for the use and benefit of the Collateral Agent and the Secured Parties, Effective upon the occurrence and during the continuance of an any Event of Default Default, the Debtor hereby appoints the Collateral Agent and the Collateral Agent’s designee as the Debtor’s attorney-in-fact, with full power of substitution: (a) to receiveendorse the Debtor’s name on any checks, endorse, assign and/or deliver any and all notes, acceptances, checksmoney orders, drafts, money orders or other evidences forms of payment relating to or security constituting Collateral that come into the Collateral Agent’s or any part thereofSecured Party’s possession; (b) to demandsign the Debtor’s name on any invoice, collectxxxx of lading, receive payment ofwarehouse receipt or other negotiable or non-negotiable Document constituting Collateral, give receipt for on drafts against customers, on assignments of Accounts, on notices of assignment, financing statements and give discharges other public records and releases of all to file any such financing statements by electronic means with or any of the Collateralwithout a signature as authorized or required by applicable law or filing procedure; (c) to sign execute loss claims and other applications for payment of benefits under any insurance policy covering any of the Collateral in the name of the Debtor or the Collateral Agent, to receive all monies and endorse drafts, checks, and other instruments for the payment of any Grantor on proceeds of any invoice or xxxx of lading relating to insurance covering any of the Collateral; , (d) to send verifications notify the post office authorities to change the address for delivery of Accounts Receivable the Debtor’s mail to any Account an address designated by the Collateral Agent and to receive, open and dispose of all mail addressed to the Debtor; (e) to commence and prosecute any and all suits, actions send requests for verification of Accounts to customers or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateralaccount debtors; (f) to settlecomplete in the Debtor’s name or the Collateral Agent’s name, compromiseany order, compoundsale or transaction, adjust or defend any actionsobtain the necessary Documents in connection therewith, suits or proceedings relating to all or any of and collect the Collateralproceeds thereof; (g) to notifyclear Inventory through customs in the Debtor’s name, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent’s name or the name of the Collateral Agent’s designee, and to sign and deliver to customs officials powers of attorney in the Debtor’s name for such purpose; and (h) to usethe extent that the Debtor’s authorization given in Section 5.1(d) of this Security Agreement is not sufficient (which authorization in Section 5.1(d) is effective, selland which powers under Section 5.1(d) may be exercised by the Collateral Agent, assignbefore the occurrence of an Event of Default), transfer, pledge, make any agreement to file such financing statements with respect to this Security Agreement, with or otherwise deal with all without the Debtor’s signature, or any to file a photocopy of this Security Agreement in substitution for a financing statement, as the Collateral, Collateral Agent may deem appropriate and to execute in the Debtor’s name such financing statements and amendments thereto and continuation statements which may require the Debtor’s signature; and (i) to do all other acts and things necessary to carry out the purposes terms of this Security Agreement. The Collateral Agent shall not be obligated to do any of the acts or exercise any of the powers hereinabove authorized, as fully and completely as though but, if the Collateral Agent were the absolute owner of elects to do any such act or exercise any such power, unless the Collateral Agent is guilty of gross negligence or willful misconduct in the exercise of such power, it shall not be accountable to the Debtor for all purposes; providedmore than it actually receives as a result of such exercise of power, howeverand, that nothing herein contained shall be construed as requiring or obligating in any event, none of the Collateral Agent or any of the Secured Party to make Parties, nor any commitment of their respective attorneys, will be liable for any acts or to make omissions or for any inquiry as to the nature error of judgment or sufficiency mistake of any payment received by the Collateral Agent fact or any Secured Partylaw except for their gross negligence or willful misconduct. This appointment shall be deemed a power coupled with an interest, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered therebyshall be irrevocable, and no action taken or omitted to be taken by shall not terminate until the Collateral Agent or any Secured Party with respect to Obligations have been fully satisfied, the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor Credit Agreement has been terminated. The Debtor hereby ratifies and approves all acts of any Grantor or to any claim or action against the Collateral Agent or any Secured Party. It is understood and agreed that the appointment of the Collateral Agent as the agent and such attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The provisions of this Section shall in no event relieve any Grantor of any of its obligations hereunder or under any other Loan Document with respect to the Collateral or any part thereof or impose any obligation on the Collateral Agent or any Secured Party to proceed in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by the Collateral Agent or any Secured Party of any other or further right which it may have on the date of this Agreement or hereafter, whether hereunder, under any other Loan Document, by law or otherwisefact.

Power of Attorney. Each Grantor The Borrower irrevocably designates, makes, constitutes and appoints the Collateral Agent (Bank, and all officers, employees or agents Persons designated by the Collateral Agent) Bank, as such Grantorthe Borrower's true and lawful agent attorney and attorneyagent-in-fact, and in fact (such capacity the Collateral Agent shall have the right, with power of substitution for each Grantor attorney and agency being coupled with an interest and therefore irrevocable until the Obligations have been indefeasibly paid in each Grantor's name full and the Bank has no duty to extend credit to or otherwise, for the use and benefit of the Collateral Agent Borrower), and the Secured PartiesBank, upon and any Persons designated by the occurrence Bank, may, at any time except as otherwise provided below, and during without notice to or the continuance consent of an Event the Borrower and in either the Borrower's or the Bank's name, but at the cost and expense of Default the Borrower, (a1) pay and perform any Obligation to receivebe paid or performed under any of the Credit Documents, endorse(2) endorse the Borrower's name on any checks, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or any other evidences evidence of payment relating or proceeds of the Collateral which come into the possession of the Bank or under the Bank's control, and (3) at any time an Event of Default exists, (a) to the extent the Collateral may be realized upon by collection, demand payment of all such Collateral from the obligors thereunder, enforce payment of such Collateral by legal proceedings or otherwise, and generally exercise all of the Borrower's rights and remedies with respect to such Collateral, (b) settle, adjust, compromise, discharge or release any Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to sign the name of any Grantor on any invoice or xxxx of lading relating to any of the Collateral; (d) to send verifications of Accounts Receivable to any Account Debtor; (e) to commence and prosecute any and all suits, actions or legal proceedings at law or in equity in any court of competent jurisdiction brought to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent; and (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, (c) sell or otherwise transfer any Collateral upon such terms, for such amounts and at such time or times as the Bank deems advisable, (d) take control, in any manner, of any item of payment or proceeds relating to any Collateral, (e) prepare, file and sign the Borrower's name to a proof of claim in bankruptcy or similar document against any Collateral obligor or to any notice of Lien, assignment or satisfaction of Lien or similar document in connection with any of the Collateral, (f) endorse the name of the Borrower upon any of the items of payment or proceeds relating to any Collateral and deposit the same to the account of the Bank on account of the Obligations, (g) endorse the name of the Borrower upon any document of transfer or other document or agreement relating to any Collateral, (h) use the information recorded on or contained in any data processing equipment and computer hardware and software relating to any Collateral and to which the Borrower has access, and (i) do all other acts and things necessary necessary, in the Bank's determination, to carry out fulfill the purposes of Borrower's obligations under this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent or any Secured Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent or any Secured Party, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken or omitted to be taken by the Collateral Agent or any Secured Party with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Grantor or to any claim or action against the Collateral Agent or any Secured Party. It is understood and agreed that the appointment of the Collateral Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The provisions of this Section shall in no event relieve any Grantor of any of its obligations hereunder or under any other Loan Document with respect to the Collateral or any part thereof or impose any obligation on the Collateral Agent or any Secured Party to proceed in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by the Collateral Agent or any Secured Party of any other or further right which it may have on the date of this Agreement or hereafter, whether hereunder, under any other Loan Document, by law or otherwise.

Power of Attorney. Each Grantor hereby irrevocably makes, (for the term of this Agreement) constitutes and appoints the Collateral Agent (and all officers, employees or agents designated by the Collateral Agent) as such Grantor's Lender its true and lawful agent and attorney-in-fact, and in such capacity the Collateral Agent Lender shall have have, without any further action required by or on behalf of any Grantor, the right, with full power of substitution for each substitution, in the name of such Grantor and in each Grantor's name or otherwise, for the use and benefit of the Collateral Agent and the Secured Parties, upon Lender after the occurrence of and during the continuance of an Event of Default Default: (a) to receive, endorse, assign present, assign, deliver and/or deliver otherwise deal with any and all notes, acceptances, letters of credit, checks, drafts, money orders orders, or other evidences of payment relating to the Collateral of such Grantor or any part thereof; (b) to demand, collect, receive payment of, and give receipt for and give discharges credits, allowances, discounts, discharges, releases and releases acquittances of and for any or all or any of the CollateralCollateral of such Grantor; (c) to sign the name of any such Grantor on any invoice or xxxx of lading relating to any of the CollateralCollateral of such Grantor; (d) to send verifications of any or all of the Accounts Receivable of such Grantor to any its Account DebtorDebtors; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in or before any court of competent jurisdiction or other tribunal (including any arbitration proceedings) to collect or otherwise realize on all or any of the Collateral of such Grantor, or to enforce any rights of such Grantor in respect of any of its Collateral; (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to any or all or any of the CollateralCollateral of such Grantor; (g) to notify, or to require any such Grantor to notifynotify or cause to be notified, its Account Debtors to make payment directly to the Collateral AgentLender; and or (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with any or all or any of the CollateralCollateral of such Grantor, and to do all other acts and things necessary or appropriate to carry out the intent and purposes of this Agreement, as fully and completely as though the Collateral Agent Lender were the absolute owner of the Collateral of such Grantor for all purposes; provided, however, that any such action shall be consistent with the term of this Agreement and the other Loan Documents, provided, further, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent or any Secured Party Lender to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent or any Secured PartyLender, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken or omitted to be taken by the Collateral Agent or any Secured Party Lender with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Grantor or to any claim or action against the Collateral Agent Lender (other than for fraud, gross negligence, or any Secured Partywillful misconduct). It is understood and agreed that the appointment of the Collateral Agent Lender as the agent and attorney-in-fact of each of the Grantors for the purposes set forth above is a presently effective appointment, is coupled with an interest sufficient at law and is irrevocableirrevocable for the term hereof. The provisions of this Section shall in no event relieve any Grantor of any of its obligations hereunder under this Agreement or under any of the other Loan Document Documents with respect to the Collateral or any part thereof or impose any obligation on the Collateral Agent or any Secured Party Lender to proceed in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by the Collateral Agent or any Secured Party Lender of any other or further right which it may have on the date of this Agreement or hereafter, whether hereunder, under any other Loan Document, by law or otherwise.

Power of Attorney. Each Grantor irrevocably makes, constitutes and appoints the Collateral Agent (and all officers, employees or agents designated by the Collateral Agent) as such Grantor's true and lawful agent and attorney-in-fact, and in such capacity the Collateral Agent shall have the right, with power of substitution for each Grantor and in each Grantor's name or otherwise, for the use and benefit of the Collateral Agent and the Secured Parties, upon the occurrence and during the continuance of an Event of Default (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to sign the name of any Grantor on any invoice or xxxx bill of lading relating to any of the Collateral; (d) to send verifications verxxxxations of Accounts Receivable to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent; and (h) subject to the mandatory requirements of applicable law, to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes, including assigning any contract to any Subsidiary or any other person at any time during the continuance of any Event of Default; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent or any Secured Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent or any Secured Party, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken or omitted to be taken by the Collateral Agent or any Secured Party with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Grantor or to any claim or action against the Collateral Agent or any Secured Party. It is understood and agreed that the appointment of the Collateral Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The provisions of this Section Article V shall in no event relieve any Grantor of any of its obligations hereunder or under any other Loan Document with respect to the Collateral or any part thereof or impose any obligation on the Collateral Agent or any Secured Party to proceed in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by the Collateral Agent or any Secured Party of any other or further right which it may have on the date of this Agreement or hereafter, whether hereunder, under any other Loan Document, by law or otherwise.

Power of Attorney. SECTION 6.01. Each Grantor irrevocably makes, constitutes and appoints the Collateral Agent (and all officers, employees or agents designated by the Collateral Agent) as such Grantor's ’s true and lawful agent and attorney-in-fact, and in such capacity the Collateral Agent shall have the right, with power of substitution for each Grantor and in each Grantor's ’s name or otherwise, for the use and benefit of the Collateral Agent and the Secured Parties, upon the occurrence and during the continuance of an Event of Default (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to sign the name of any Grantor on any invoice or xxxx of lading relating to any of the Collateral; (d) to send verifications of Accounts Receivable to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent; and (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent or any Secured Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent or any Secured Party, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken or omitted to be taken by the Collateral Agent or any Secured Party with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Grantor or (unless such action is the result of gross negligence or willful misconduct) to any claim or action against the Collateral Agent or any Secured Party. It is understood and agreed that the appointment of the Collateral Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The provisions of this Section shall in no event relieve any Grantor of any of its obligations hereunder or under any other Loan Document with respect to the Collateral or any part thereof or impose any obligation on the Collateral Agent or any Secured Party to proceed in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by the Collateral Agent or any Secured Party of any other or further right which it may have on the date of this Agreement or hereafter, whether hereunder, under any other Loan Document, by law or otherwise. Notwithstanding anything in this Article VI to the contrary, the Collateral Agent agrees that it will not exercise any rights under the power of attorney provided for in this Article VI unless it does so in accordance with, and to the extent consistent with, the Intercreditor Agreement.

Power of Attorney. Each Grantor irrevocably makes, constitutes and appoints the Collateral Agent (and all officers, employees or agents designated by the Collateral Agent) as such Grantor's true and lawful agent and attorney-in-fact, and in such capacity the Collateral Agent shall have the right, with power of substitution for each Grantor and in each Grantor's name or otherwise, for the use and benefit of the Collateral Agent and the Secured Parties, upon Upon the occurrence and during the continuance of an Event of Default which is not waived in writing by the Required Lenders, (a) each Credit Party does hereby irrevocably make, constitute and appoint the Administrative Agent or any of its officers or designees its true and lawful attorney-in-fact with full power in the name of the Administrative Agent, such other Person or such Credit Party to receive, endorseopen and dispose of all mail addressed to any Credit Party, assign and/or deliver and to endorse any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral that may come into the possession of the Administrative Agent with full power and right to cause the mail of such Persons to be transferred to the Administrative Agent's own offices or otherwise, and to do any part thereofand all other acts necessary or proper to carry out the intent of this Credit Agreement and the grant of the security interests hereunder and under the Fundamental Documents, and each Credit Party hereby ratifies and confirms all that the Administrative Agent or its substitutes shall properly do by virtue hereof; and (b) to demandeach Credit Party does hereby further irrevocably make, collect, receive payment of, give receipt for constitute and give discharges and releases of all appoint the Administrative Agent or any of the Collateral; (c) to sign its officers or designees its true and lawful attorney-in-fact in the name of any Grantor on any invoice the Administrative Agent, such other Person or xxxx of lading relating to any of the Collateral; such Credit Party (di) to send verifications enforce all of Accounts Receivable to any Account Debtor; (e) to commence such Credit Party's rights under and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating pursuant to all or any of the Collateral; (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent; and (h) to use, sell, assign, transfer, pledge, make any agreement agreements with respect to the Collateral, all for the sole benefit of the Administrative Agent (for the benefit of the Secured Parties), (ii) to enter into and perform such agreements as may be necessary in order to carry out the terms, covenants and conditions of the Fundamental Documents that are required to be observed or otherwise deal with all or performed by any Credit Party, (iii) to execute such other and further mortgages, pledges and assignments of the Collateral, and related instruments or agreements, as the Administrative Agent may reasonably require for the purpose of perfecting, protecting, maintaining or enforcing the security interests granted to the Administrative Agent for the benefit of the Secured Parties hereunder and under the other Fundamental Documents, and (iv) to do any and all other acts and things necessary or proper to carry out the purposes intention of this Agreement, as fully Credit Agreement and completely as though the Collateral Agent were the absolute owner grant of the Collateral for security interests hereunder and under the other Fundamental Documents. Each of the Credit Parties hereby ratifies and confirms in advance all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent or any Secured Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent or any Secured Party, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken or omitted to be taken by the Collateral Agent or any Secured Party with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Grantor or to any claim or action against the Collateral Agent or any Secured Party. It is understood and agreed that the appointment of the Collateral Administrative Agent as the agent and such attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The provisions or its substitutes shall properly do by virtue of this Section shall power of attorney in no event relieve any Grantor of any of its obligations hereunder or under any other Loan Document accordance with respect to the Collateral or any part thereof or impose any obligation on the Collateral Agent or any Secured Party to proceed in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by the Collateral Agent or any Secured Party of any other or further right which it may have on the date of this Agreement or hereafter, whether hereunder, under any other Loan Document, by law or otherwiseterms hereof.

Power of Attorney. Each Grantor irrevocably makes, constitutes and appoints the Collateral Agent (and all officers, employees or agents designated by the Collateral Agent) as such Grantor's true and lawful agent and attorney-in-fact, and in such capacity the Collateral Agent shall have the right, with power of substitution for each Grantor and in each Grantor's name or otherwise, for the use and benefit of the Collateral Agent and the Secured Parties, upon the occurrence and during the continuance of an Event of Default (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to sign the name of any Grantor on any invoice or xxxx of lading relating to any of the Collateral; (d) to send verifications of Accounts Receivable Account Rights to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent; and (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent or any Secured Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent or any Secured Party, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken or omitted to be taken by the Collateral Agent or any Secured Party with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Grantor or, other than for losses sustained through the Collateral Agent's or any such Secured Party's gross negligence or wilful misconduct, to any claim or action against the Collateral Agent or any Secured Party. It is understood and agreed that the appointment of the Collateral Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The provisions of this Section shall in no event relieve any Grantor of any of its obligations hereunder or under any other Loan Document with respect to the Collateral or any part thereof or impose any obligation on the Collateral Agent or any Secured Party to proceed in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by the Collateral Agent or any Secured Party of any other or further right which it may have on the date of this Agreement or hereafter, whether hereunder, under any other Loan Document, by law or otherwise.

Power of Attorney. Each Grantor Pledgor hereby irrevocably makes, constitutes and appoints the Collateral Agent (and all officers, employees or agents designated by the Collateral Agent) Pledgee as such GrantorPledgor's true and lawful agent and attorney-in-factfact and proxy, with full authority in the place and stead of Pledgor and in such capacity the Collateral Agent shall have the right, with power name of substitution for each Grantor and in each Grantor's name Pledgor or otherwise, for the use and benefit from time to time to give notification to Pledgor, any Subsidiary, registrar, transfer agent, financial intermediary, or other Person of the Collateral Agent and the Secured PartiesPledgee's security interests hereunder and, upon following the occurrence and during the continuance of an Event of Default and in Pledgee's discretion, to take any action (a) to receive, endorse, assign and/or deliver except for the exercise of any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating voting rights pertaining to the Collateral Pledged Equity or any part thereof) and to execute any instrument, certificate or notice which Pledgee may deem necessary or advisable to accomplish the purposes of this Agreement including: (i) to request or instruct Pledgor or any Subsidiary (and each registrar, transfer agent, or similar Person acting on behalf of Pledgor or any Subsidiary) to register the pledge or transfer of the Collateral to Pledgee; (bii) to ask, demand, collect, sue for, recover, compound, receive payment of, give receipt for and give discharges acquittance and releases receipxx for moneys due and to become due under or in respect of all or any of the Collateral; (ciii) to sign receive, indorse and collect any drafts or other instruments, documents and chattel paper; and (iv) to file any claims or take any action or institute any proceedings which Pledgee may deem necessary or desirable for the name collection of any Grantor on any invoice of the Collateral or xxxx otherwise to enforce the rights of lading relating Pledgee with respect to any of the Collateral; (d) to send verifications of Accounts Receivable to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent; and (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent or any Secured Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent or any Secured Party, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken or omitted to be taken by the Collateral Agent or any Secured Party with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Grantor or to any claim or action against the Collateral Agent or any Secured Party. It is understood and agreed that the appointment of the Collateral Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The provisions of this Section shall in no event relieve any Grantor of any of its obligations hereunder or under any other Loan Document with respect to the Collateral or any part thereof or impose any obligation on the Collateral Agent or any Secured Party to proceed in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by the Collateral Agent or any Secured Party of any other or further right which it may have on the date of this Agreement or hereafter, whether hereunder, under any other Loan Document, by law or otherwise.

Power of Attorney. Each Grantor irrevocably makes, constitutes and appoints the Collateral Agent (and all officers, employees or agents designated by the Collateral Agent) as such Grantor's ’s true and lawful agent and attorney-in-fact, and in such capacity the Collateral Agent shall have the right, with power of substitution for each Grantor and in each Grantor's ’s name or otherwise, for the use and benefit of the Collateral Agent and the Secured Parties, (a) at any time, whether or not a Default or Event of Default has occurred, to take actions required to be taken by the Grantors under Section 2.1 of this Agreement, (b) upon the occurrence and during the continuance of an Event of Default or as otherwise permitted under the Indenture, (ai) to take actions required to be taken by the Grantors under Section 5.1 of this Agreement; (ii) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral and/or the Xxxxxxxx Collateral or any part thereof; (biii) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral and/or any of the Xxxxxxxx Collateral; (civ) to sign the name of any Grantor on any invoice invoices, schedules of Collateral, freight or xxxx express receipts, or bills of lading storage receipts, warehouse receipts or other documents of title relating to any of the Collateral and/or the Xxxxxxxx Collateral; (dv) to send verifications sign the name of Accounts Receivable any Grantor on any notice to such Grantor’s Account Debtors; (vi) to sign the name of any Grantor on any proof of claim in bankruptcy against Account Debtors, and on notices of lien, claims of mechanic’s liens, or assignments or releases of mechanic’s liens securing the Accounts; (vii) to sign change of address forms to change the address to which each Grantor’s mail is to be sent to such address as the Collateral Agent shall designate; (viii) to receive and open each Grantor’s mail, remove any Proceeds of Collateral and/or Xxxxxxxx Collateral therefrom and turn over the balance of such mail either to the Issuer or to any Account Debtortrustee in bankruptcy or receiver of a Grantor, or other legal representative of a Grantor whom the Collateral Agent reasonably determines to be the appropriate person to whom to so turn over such mail; (eix) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or the Xxxxxxxx Collateral to enforce any rights in respect of any Collateral and/or any Xxxxxxxx Collateral; (fx) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral and/or any Xxxxxxxx Collateral; (gxi) to notify, or take all such action as may be reasonably necessary to require obtain the payment of any letter of credit and/or banker’s acceptance of which any Grantor is a beneficiary; (xii) to notifyrepair, Account Debtors manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to make payment directly fulfill in whole or in part the purchase order of any customer of any Grantor; (xiii) to the Collateral Agentuse, license or transfer any or all General Intangibles of any Grantor; and (hxiv) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral and/or any Xxxxxxxx Collateral, and to do all other acts and things reasonably necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were was the absolute owner of the Collateral and/or the Xxxxxxxx Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent or any other Secured Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent or any other Secured Party, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken or omitted to be taken by the Collateral Agent or any Secured Party with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Grantor or to any claim or action against the Collateral Agent or any Secured Party. It is understood and agreed that the appointment of the Collateral Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The provisions appointment of this Section the Collateral Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above shall in no event relieve any Grantor terminate when the principal of any of its and interest on the Notes and all fees and other Secured Obligations (other than contingent indemnity obligations hereunder or under any other Loan Document with respect to the Collateral or any part thereof or impose any obligation on the Collateral Agent or any Secured Party to proceed then unasserted claims) shall have been paid in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by the Collateral Agent or any Secured Party of any other or further right which it may have on the date of this Agreement or hereafter, whether hereunder, under any other Loan Document, by law or otherwisefull.

Power of Attorney. Each Grantor irrevocably makes, constitutes and appoints the Collateral Agent (and all officers, employees or agents designated by the Collateral Agent) as such Grantor's ’s true and lawful agent and attorney-in-fact, and in such capacity the Collateral Agent shall have the right, with power of substitution for each Grantor and in each Grantor's ’s name or otherwise, for the use and benefit of the Collateral Agent and the Secured Parties, upon the occurrence and during the continuance of an Event of Default (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to sign the name of any Grantor on any invoice or xxxx of lading relating to any of the Collateral; (d) to send verifications of Accounts Receivable included in the Collateral to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent; and (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent or any Secured Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent or any Secured Party, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken or omitted to be taken by the Collateral Agent or any Secured Party with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Grantor or to any claim or action against the Collateral Agent or any Secured Party. It is understood and agreed that the appointment of the Collateral Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The provisions of this Section shall in no event relieve any Grantor of any of its obligations hereunder or under any other Loan Document with respect to the Collateral or any part thereof or impose any obligation on the Collateral Agent or any Secured Party to proceed in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by the Collateral Agent or any Secured Party of any other or further right which it may have on the date of this Agreement or hereafter, whether hereunder, under any other Loan Document, by law or otherwise.

Power of Attorney. Each Grantor Debtor hereby irrevocably makes, constitutes designates and appoints the Collateral Agent (Secured Party and all officers, employees or agents designated by the Collateral Agent) its designees as such Grantor's a true and lawful agent and attorney-in-factfact of such Debtor, irrevocably and with full power of substitution, to act in the place and stead of such Debtor and in the name of such capacity Debtor or in its own name, from time to time in the Collateral Agent shall have the right, with power of substitution for each Grantor and in each Grantor's name or otherwise, for the use and benefit sole discretion of the Collateral Agent and the Secured PartiesParty, upon the occurrence and during the continuance continuation of an any Event of Default (a) Default, for the purpose of carrying out and implementing the terms of this Agreement and the other Credit Documents, to receive, endorse, assign and/or take any and all necessary or appropriate action and to execute and deliver any and all documents and instruments which may be necessary or appropriate to accomplish or fulfill the purposes of this Agreement and the other Credit Documents, including, without limitation, to endorse such Debtor’s name on any notes, acceptances, checks, drafts, money orders orders, instruments or other evidences of payment relating to or proceeds of the Collateral that may come into the Secured Party’s possession; to execute proofs of claim and loss; to pay or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all discharge claims or any of liens levied or placed on or threatened against the Collateral; (c) to sign the name of direct any Grantor on party liable for any invoice or xxxx of lading relating to any of the Collateral; (d) to send verifications of Accounts Receivable to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or payment under any of the Collateral to make payment of any and all moneys due, and to become due thereunder, directly to the Secured Party or as the Secured Party shall direct, and to enforce receive payment of and receipt of any rights and all moneys, claims and other amounts due, and to become due at any time, in respect of or arising out of any Collateral; (f) to settleadjust and compromise any claims under insurance policies; to commence and prosecute, compromiseor defend, compoundany suit, adjust action or defend any actions, suits or proceedings proceeding relating to all any Debtor or the Collateral or to collect, defend or enforce any of right with respect to the Collateral; (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent; and (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, Collateral as fully and completely as though the Collateral Agent Secured Party were the absolute owner of the Collateral thereof for all purposes; providedand to undertake, howeverdo or perform all other acts and things necessary or advisable, that nothing herein contained shall be construed as requiring or obligating in the Collateral Agent or any Secured Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent or any Secured Party’s sole discretion, to carry out and enforce this Agreement and the Credit Documents and to protect, preserve, defend or to present realize upon the Collateral. All acts of said attorney or file designee are hereby ratified and approved by each Debtor and said attorney or designee shall not be liable for any claim acts of commission or noticeomission nor for any error of judgment or mistake of fact or law, except in the case of gross negligence or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken or omitted to be taken by the Collateral Agent or any Secured Party with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor willful misconduct. This power of any Grantor or to any claim or action against the Collateral Agent or any Secured Party. It is understood and agreed that the appointment of the Collateral Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above attorney is coupled with an interest and is irrevocable. The provisions of this Section shall in no event relieve any Grantor of irrevocable so long as any of its obligations hereunder the Obligations remain unpaid or under any other Loan Document with respect to the Collateral or any part thereof or impose any obligation on the Collateral Agent or any Secured Party to proceed in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by the Collateral Agent or any Secured Party of any other or further right which it may have on the date of this Agreement or hereafter, whether hereunder, under any other Loan Document, by law or otherwiseunperformed.

Power of Attorney. (a) Each Grantor hereby irrevocably makes, constitutes and appoints the Collateral Administrative Agent (and all officers, employees or agents designated by the Collateral Administrative Agent) as such Grantor's ’s true and lawful agent and attorney-in-fact, and in such capacity the Collateral Administrative Agent shall have the right, with power of substitution for each Grantor and in each Grantor's ’s name or otherwise, for the use and benefit of the Collateral Administrative Agent and the Secured Credit Parties, (a) upon the occurrence and during the continuance of an Event of Default or as otherwise permitted under the Credit Agreement, (ai) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (bii) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; and (ciii) to take actions required to be taken by Grantors in Section 5.01 and (b) upon the occurrence and during the continuance of an Event of Default or as otherwise permitted in the Credit Agreement, (i) to sign the name of any Grantor on any invoice invoices, schedules of Collateral, freight or xxxx express receipts, or bills of lading storage receipts, warehouse receipts or other documents of title relating to any of the Collateral; (dii) to send verifications sign the name of Accounts Receivable any Grantor on any notice to such Grantor’s account debtors; (iii) to sign the name of any Grantor on any proof of claim in bankruptcy against account debtors; (iv) to the extent relating to the Collateral, to sign change of address forms to change the address to which each Grantor’s mail is to be sent to such address as the Administrative Agent shall designate; (v) to receive and open each Grantor’s mail, remove any Proceeds of Collateral therefrom and turn over the balance of such mail either to any Account Debtorof the Grantors or to any trustee in bankruptcy or receiver of a Grantor, or other legal representative of a Grantor whom the Administrative Agent determines to be the appropriate person to whom to so turn over such mail; (evi) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (fvii) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (gviii) to notify, or take all such action as may be necessary to require obtain the payment of any letter of credit and/or banker’s acceptance of which any Grantor to notify, Account Debtors to make payment directly is a beneficiary to the Collateral extent relating to Collateral; (ix) to repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of any Grantor; (x) to use for the purposes permitted by Section 6.01 hereof, any or all General Intangibles of any Grantor relating to the Collateral; provided that the Administrative Agent’s use of such General Intangibles will comply with all applicable law; and (hxi) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Administrative Agent were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Administrative Agent or any Secured other Credit Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Administrative Agent or any Secured other Credit Party, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken or omitted to be taken by the Collateral Agent or any Secured Party with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Grantor or to any claim or action against the Collateral Agent or any Secured Party. It is understood and agreed that the appointment of the Collateral Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The provisions of this Section shall in no event relieve any Grantor of any of its obligations hereunder or under any other Loan Document with respect to the Collateral or any part thereof or impose any obligation on the Collateral Agent or any Secured Party to proceed in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by the Collateral Agent or any Secured Party of any other or further right which it may have on the date of this Agreement or hereafter, whether hereunder, under any other Loan Document, by law or otherwise.

Power of Attorney. Each Grantor irrevocably makes, constitutes and appoints the Collateral Administrative Agent (and all officers, employees or agents designated by the Collateral Administrative Agent) as such Grantor's true and lawful agent and attorney-in-fact, and in such capacity the Collateral Administrative Agent shall have the right, with power of substitution for each Grantor and in each Grantor's name or otherwise, for the use and benefit of the Collateral Administrative Agent and the Secured Parties, upon the occurrence and during the continuance of an Event of Default (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and 25 releases of all or any of the Collateral; (c) to sign the name of any Grantor on any invoice or xxxx of bill xx lading relating to any of the Collateral; (d) to send verifications of Accounts Receivable to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Administrative Agent; and (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Administrative Agent were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Administrative Agent or any Secured Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Administrative Agent or any Secured Party, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken or omitted to be taken by the Collateral Administrative Agent or any Secured Party with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Grantor or to any claim or action against the Collateral Administrative Agent or any Secured Party. It is understood and agreed that the appointment of the Collateral Administrative Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The provisions of this Section shall in no event relieve any Grantor of any of its obligations hereunder or under any other Loan Document with respect to the Collateral or any part thereof or impose any obligation on the Collateral Administrative Agent or any Secured Party to proceed in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by the Collateral Administrative Agent or any Secured Party of any other or further right which it may have on the date of this Agreement or hereafter, whether hereunder, under any other Loan Document, by law or otherwise.. 26

Power of Attorney. Each Grantor irrevocably makes, constitutes With respect to the various assets and appoints properties included or required to be included in the Collateral hereunder, the Borrowers hereby irrevocably make, constitute and appoint the Agent and the Agent ‘s executive officers (Vice President or above), and all officerseach of them, employees or agents designated by with full power of substitution, as the Collateral Agent) as such Grantor's true and lawful agent and attorney-in-factfact of the Borrowers, with full power and authority from time to time in the name, place and stead of the Borrowers to: (a) take possession of and execute or endorse (to the Agent or otherwise) any one or more contracts, mortgages, deeds, pledges, assignments, instruments and other documents, and any one or more notes, checks, drafts, bills of exchange, money orders or other documents received in such capacity payment for or on account of those assets and properties; (b) receive, open and dispose of all mail and other deliveries to the Borrowers respecting the Collateral Agent shall have and request postal authorities and others to change the right, with power of substitution for each Grantor and in each Grantor's name or otherwise, delivery address(es) for the use Borrowers to such address(es) as the Agent may deem necessary or desirable; (c) demand, collect and benefit receive any monies due on account of those assets and properties and give receipts and acquittances in connection therewith; (d) negotiate and compromise any claim, and commence, prosecute, defend, settle or withdraw any claims, suits or proceedings, pertaining to or arising out of those assets and properties; (e) pay any Indebtedness or other liability or perform any other obligation required to be paid or performed under this Agreement or any other Loan Document by the Borrowers or any other person (other than the Agent); (f) prepare and execute on behalf of the Collateral Agent Borrowers any mortgage, financing statement or other evidence of a security interest contemplated by this Agreement, or any modification, refiling, continuation or extension thereof, (g) take any other action contemplated by this Agreement or any other Loan Document; and (h) sign, execute, acknowledge, swear to, verify, deliver, file, record and publish any one or more of the Secured Partiesforegoing; provided, upon however, that the above-named attorneys-in-fact may exercise the powers set forth in subsections (a), (b), (c), (d), (e) and (g) of this Section only following the occurrence and during the continuance of an Event of Default (a) Default, whether or not any reference to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences this Power of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to sign the name of any Grantor on any invoice or xxxx of lading relating to any of the Collateral; (d) to send verifications of Accounts Receivable to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or Attorney is made in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent; and (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateralthat notice, and without regard to do all whether any other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent or any Secured Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent or any Secured Party, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken or omitted to be has been taken by the Collateral Agent under this Agreement or any Secured Party other Loan Document. This Power of Attorney is hereby declared to be irrevocable, with respect to full power of substitution and coupled with an interest. This Power of Attorney shall survive the Collateral dissolution, reorganization or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Grantor or to any claim or action against the Collateral Agent or any Secured Party. It is understood and agreed that the appointment bankruptcy of the Collateral Agent as Borrowers and shall extend to and be binding upon the agent successors, assigns, heirs and legal representatives of the Borrowers. This Power of Attorney may be exercised (i) by any one of the above-named attorneys-in-fact, or by any substitute designated by any of those attorneys-in-fact, and (ii) by signing for the Borrowers individually on any document or instrument or by listing two or more of the persons, including the Borrowers, for whom any document or instrument is being signed and signing once, with a single signature by the attorney-in-fact or substitute being effective to exercise the Powers of the Grantors for the purposes set forth above is coupled with an interest and is irrevocableAttorney of all persons so listed. A facsimile signature shall be effective if so affixed. The provisions of this Section Agent shall in no event relieve not be liable for any Grantor failure to collect or enforce the payment of any of its obligations hereunder or under any other Loan Document with respect to the Collateral or any part thereof or impose any obligation on the Collateral Agent or any Secured Party to proceed in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by the Collateral Agent or any Secured Party of any other or further right which it may have on the date of this Agreement or hereafter, whether hereunder, under any other Loan Document, by law or otherwisethose assets and properties.

Power of Attorney. Each Grantor irrevocably makes, constitutes and Borrower hereby appoints the Collateral Agent (and all officers, employees or agents designated by the Collateral Agent) Lender as such GrantorBorrower's true and lawful agent and attorney-in-fact, with full power of substitution, to do any or all of the following, in the name, place, and stead of Borrower, as the case may be: (a) file this Agreement (or an abstract hereof) or any other document describing Lender's interest in such capacity the Collateral Agent shall have with any appropriate governmental office (including, without limitation, the right, with power State of substitution for each Grantor and in each Grantor's name California or otherwise, for the use and benefit of the Collateral Agent any political subdivision thereof and the Secured PartiesUnited States Patent and Trademark Office or the United States, upon the occurrence Copyright Office); and during the continuance of (b) following an Event of Default Default, (ai) endorse Borrower's name on all applications, documents, papers, and instruments necessary for Lender to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders use or other evidences of payment relating to maintain the Pre-Approval Collateral or any part thereofthe First-Year Sales Collateral, as applicable; (bii) to ask, demand, collect, receive payment ofxxx for, give receipt for recover, impound, receive, and give discharges acquittance and releases receipts for money due or to become due under or in respect of all or any of the Pre-Approval Collateral or the First-Year Sales Collateral, as applicable; (ciii) to sign file any claims or take any action or institute any proceedings that Lender may deem necessary or desirable for the name collection of any Grantor on any invoice of the Pre-Approval Collateral or xxxx of lading relating the First- Year Sales Collateral, as applicable, or otherwise enforce Lender's rights with respect to any of the Pre-Approval Collateral or the First-Year Sales Collateral, as applicable; (div) to send verifications assign, pledge, convey, or otherwise transfer title in or dispose of Accounts Receivable the Pre-Approval Collateral or the First-Year Sales Collateral, as applicable, to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agentperson; and (hv) take any action and execute any instrument that Lender may deem necessary or advisable to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out accomplish the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent or any Secured Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent or any Secured Party, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken or omitted to be taken by the Collateral Agent or any Secured Party with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Grantor or to any claim or action against the Collateral Agent or any Secured Party. It is understood and agreed that the appointment of the Collateral Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The provisions of this Section 10 shall in no event relieve any Grantor of any of its obligations hereunder or under any other Loan Document with respect be subject to the Collateral or any part thereof or impose any obligation on the Collateral Agent or any Secured Party to proceed in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by the Collateral Agent or any Secured Party provisions of any other or further right which it may have on the date of this Agreement or hereafter, whether hereunder, under any other Loan Document, by law or otherwiseSections 15(b) and 16.

Power of Attorney. Each Grantor In order to carry out this Agreement, CLIENT irrevocably makesappoints PURCHASER, constitutes and appoints the Collateral Agent (and all officers, employees or agents any person designated by the Collateral Agent) as such Grantor's true and lawful agent and attorney-in-PURCHASER, its special attorney in fact, and in such capacity the Collateral Agent shall have the rightor agent, with power of substitution for each Grantor substitution, and with power to: (a) strike out CLIENT’S address on all invoices, accounts, etc. mailed to Customers and insert PURCHASER’S address; (b) receive, open and dispose of all mail addressed to CLIENT or to CLIENT’S fictitious trade name via PURCHASER’S address; (c) endorse the name of CLIENT or CLIENT’S fictitious trade name on any checks or other evidences of payment that may come into the possession of PURCHASER, or pursuant to an Event of Default, on any other documents relating to any of the Accounts or Collateral; (d) in each Grantor's name CLIENT’S name, or otherwise, demand, xxx for, collect, and give releases for the use any and benefit of the Collateral Agent and the Secured Partiesall monies due or to become due on Accounts; (e) compromise, prosecute, or defend any action, claim or proceeding as to said Accounts; (f) upon the occurrence and during the continuance happening of an Event of Default (a) notify the Post Office authorities to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences change the address for delivery of payment relating mail addressed to the Collateral or any part thereof; (b) CLIENT to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to sign the name of any Grantor on any invoice or xxxx of lading relating to any of the Collateral; (d) to send verifications of Accounts Receivable to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateralsuch address as PURCHASER may designate; (g) sell in whole or in part for cash, credit or property to notify, others or to require itself at any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent; and (h) to use, sell, assign, transfer, pledge, make any agreement public or private sale with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, Collateral as fully and completely as though the Collateral Agent if PURCHASER were the absolute owner of thereof; (h) from time to time offer a trade discount to CLIENT’S Customers; (i) do any and all things necessary and proper to carry out the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent or any Secured Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received purpose intended by the Collateral Agent or any Secured Party, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken or omitted to be taken by the Collateral Agent or any Secured Party with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Grantor or to any claim or action against the Collateral Agent or any Secured Party. It is understood and agreed that the appointment of the Collateral Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocablethis Agreement. The provisions authority granted PURCHASER shall remain in full force and effect until all assigned Accounts are paid in full and any Obligations of this Section shall in no event relieve any Grantor of any of its obligations hereunder or under any other Loan Document with respect CLIENT to the Collateral or any part thereof or impose any obligation on the Collateral Agent or any Secured Party to proceed in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by the Collateral Agent or any Secured Party of any other or further right which it may have on the date of this Agreement or hereafter, whether hereunder, under any other Loan Document, by law or otherwisePURCHASER is discharged.

Power of Attorney. Each Grantor irrevocably makesBorrower hereby grants to Lender an irrevocable power of attorney, constitutes coupled with an interest, authorizing and appoints the Collateral Agent permitting Lender (and all acting through any of its officers, employees employees, attorneys or agents designated by the Collateral Agent) agents), at any time (whether or not a Default or Event of Default has occurred and is continuing, except as such Grantorexpressly provided below), at Lender's true and lawful agent and attorney-in-factoption, but without obligation, with or without notice to Borrower, and at Borrower's expense, to do any or all of the following, in such capacity the Collateral Agent shall have the right, with power of substitution for each Grantor and in each GrantorBorrower's name or otherwise: (i) execute on behalf of Borrower any documents that Lender may, for in its sole discretion, deem advisable in order to perfect and maintain Lender's security interests in the use Personal Property Collateral (including such financing statements and benefit continuation financing statements, and amendments thereto, as Lender shall deem necessary or appropriate) and to file as a financing statement any copy of the Collateral Agent and the Secured Partiesthis Agreement or any financing statement signed by Borrower, upon (ii) after the occurrence and during the continuance of a Default or an Event of Default Default, execute on behalf of Borrower any document exercising, transferring or assigning any option to purchase, sell or otherwise dispose of or lease (aas lessor or lessee) any personal property which is part of the Personal Property Collateral or in which Lender has an interest, in each case in connection with any disposition of such personal property in accordance with the provisions of applicable law; (iii) execute on behalf of Borrower any invoices relating to receiveany Accounts, endorseany draft against any Account Debtor, assign and/or deliver any proof of claim in bankruptcy, any notice of Lien or claim, and all notesany assignment or satisfaction of mechanic's, acceptances, checks, drafts, money orders materialman's or other evidences of payment relating Lien, in each case to the Collateral extent necessary to protect Lender's Lien on, or any part thereofthe value of; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Personal Property Collateral; (civ) to sign the name execute on behalf of Borrower any Grantor on any invoice or xxxx of lading relating to any of the Collateral; (d) to send verifications of Accounts Receivable notice to any Account Debtor; (ev) receive and otherwise take control in any manner of any cash or non-cash items of payment or proceeds of Personal Property Collateral, to commence the extent Lender is entitled to possession of the same pursuant to this Agreement or applicable law; (vi) endorse Borrower's name on all checks and prosecute other forms of remittances received by Lender; (vii) pay, contest or settle any Lien, charge, encumbrance, security interest and adverse claim in or to any of the Personal Property Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; provided, that Lender agrees to use its best efforts to provide prior notice thereof to Borrower (but shall have no liability for its failure to do so); (viii) after the occurrence of a Default or Event of Default, grant extensions of time to pay, compromise claims relating to, and settle Accounts, Chattel Paper and General Intangibles for less than face value and execute all releases and other documents in connection therewith; (ix) pay any sums required on account of Borrower's taxes or to secure the release of any Liens therefor; (x) pay any amounts necessary to obtain, or maintain in effect, any of the insurance described in Section 5.12; (xi) in Lender's reasonable judgment, settle and adjust, and give releases of; any insurance claim that relates to any of the Personal Property Collateral and obtain payment therefor; (xii) instruct any third party having custody or control of any Personal Property Collateral or books or records belonging to, or relating to, Borrower to give Lender the same rights of access and other rights with respect thereto as Lender has under this Agreement; and (xiii) after the occurrence of a Default or Event of Default, change the address for delivery of Borrower's mail and receive and open all mail addressed to Borrower. Any and all sums paid, and any and all suitscosts, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (f) to settleexpenses, compromiseliabilities, compoundobligations and reasonable attorneys' fees incurred, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent; and (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent or any Secured Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent or any Secured Party, or to present or file any claim or notice, or to take any action Lender with respect to the Collateral foregoing shall be added to and become part of the Obligations, shall be payable on demand, and shall bear interest at a rate equal to the highest interest rate applicable to any of the Obligations. Borrower agrees that Lender's rights under the foregoing power of attorney or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken or omitted to be taken by the Collateral Agent or any Secured Party with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Grantor or to any claim or action against the Collateral Agent or any Secured Party. It is understood and agreed that the appointment of the Collateral Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The provisions of this Section shall in no event relieve any Grantor of any of its obligations hereunder or Lender's other rights under any other Loan Document with respect to the Collateral or any part thereof or impose any obligation on the Collateral Agent or any Secured Party to proceed in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by the Collateral Agent or any Secured Party of any other or further right which it may have on the date of this Agreement or hereafter, whether hereunder, under any the other Loan DocumentDocuments shall not be construed to indicate that Lender is in control of the business, by law management or otherwiseproperties of Borrower.

Power of Attorney. Each Grantor The Company hereby irrevocably makes, constitutes and appoints the Collateral Agent (Participant and all officersany officer or agent thereof, employees or agents designated by the Collateral Agent) with full power of substitution, as such Grantor's its true and lawful agent and attorney-in-factfact for the purposes of this Agreement and allowing Participant to perfect, preserve the validity, perfection and priority of, and in such capacity the Collateral Agent shall have the rightenforce any lien granted by this Agreement and, with power of substitution for each Grantor and in each Grantor's name or otherwise, for the use and benefit of the Collateral Agent and the Secured Parties, upon after the occurrence and during the continuance of any Event of Default, to exercise its rights, remedies and powers and privileges under this Agreement. This appointment as attorney-in-fact is irrevocable and coupled with an interest until this Agreement is terminated and the security interests created hereby are released. Without limiting the generality of the foregoing, Participant shall be entitled under this Section 10.02(e) to do any of the following if an Event of Default has occurred and is continuing: (ai) to receiveask, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, xxx for, recover, receive payment of, and give receipt and discharge for amounts due and give discharges to become due under and releases in respect of any or all of the Loans; (ii) file any claims or take any action or proceeding in any court of law or equity that Participant may reasonably deem necessary or advisable for the collection of all or any part of the CollateralLoans, defend any suit, action or proceeding brought against the Company with respect to any Loan, and settle, compromise or adjust any such suit, action or proceeding; (civ) to sign the name of execute, in connection with any Grantor on any invoice sale or xxxx of lading relating to any disposition of the Collateral; (d) to send verifications Loans, any endorsements, assignments, bills of Accounts Receivable to any Account Debtor; (e) to commence and prosecute any and all suits, actions sale or proceedings at law other instruments of conveyance or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in transfer with respect of any Collateral; (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any part of the CollateralLoans; (gv) to notify, or to require enforce the rights of the Company under any Grantor to notify, Account Debtors to make payment directly provision of any Servicing Agreement to the Collateral Agentextent permitted thereunder and under the terms of this Agreement; (vi) pay or discharge taxes and Liens levied or placed on the Loans; (hvii) to usegenerally, sell, assign, transfer, pledge, pledge and make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, Loans as fully and completely as though the Collateral Agent Participant were the absolute owner of the Collateral thereof for all purposes; providedand (viii) do, howeverat Participant’s option and the Company’s expense, at any time and from time to time, all acts and things that nothing herein contained shall be construed Participant reasonably deems necessary to protect, preserve, or realize upon the Loans and Participant’s security interests therein and to effect the intent of this Agreement, all as requiring or obligating fully and effectively as the Collateral Agent or any Secured Party to make any commitment or to make any inquiry as Company might do. Anything in this Section to the nature or sufficiency contrary notwithstanding, Participant agrees that it shall not exercise any right under the power of any payment received by the Collateral Agent or any Secured Party, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due attorney provided for in respect thereof or any property covered thereby, and no action taken or omitted to be taken by the Collateral Agent or any Secured Party with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Grantor or to any claim or action against the Collateral Agent or any Secured Party. It is understood and agreed that the appointment of the Collateral Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The provisions of this Section unless an Event of Default shall in no event relieve any Grantor of any of its obligations hereunder or under any other Loan Document with respect to the Collateral or any part thereof or impose any obligation on the Collateral Agent or any Secured Party to proceed in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by the Collateral Agent or any Secured Party of any other or further right which it may have on the date of this Agreement or hereafter, whether hereunder, under any other Loan Document, by law or otherwiseoccurred and be continuing.

Power of Attorney. Each Grantor To the extent permitted by applicable bankruptcy law, each of the officers of Lender is hereby, or, if required, upon application to the bankruptcy court, may be, irrevocably makesmade, constitutes constituted and appoints appointed the Collateral Agent (and all officers, employees or agents designated by the Collateral Agent) as such Grantor's true and lawful agent and attorney-in-fact, and in such capacity the Collateral Agent shall have the right, attorney for Borrower (without requiring any of them to act as such) with full power of substitution for each Grantor and in each Grantor's name or otherwise, for to do the use and benefit of the Collateral Agent and the Secured Parties, upon the occurrence and during the continuance of an Event of Default following: (a) to receive, endorse, assign and/or deliver endorse the name of Borrower upon any and all notes, acceptances, checks, drafts, money orders or orders, and other evidences instruments for the payment of payment relating money that are payable to the Collateral or any part thereofBorrower and constitute collections on Borrower's Accounts; (b) execute in the name of Borrower any financing statements, schedules, assignments, instruments, documents, and statements that Borrower is obligated to demand, collect, receive payment of, give receipt for Lender hereunder; and give discharges and releases of all or any of the Collateral; (c) to sign do such other and further acts and deeds in the name of Borrower that Lender may deem necessary or desirable to enforce any Grantor on Account or other Collateral or perfect Lender's security interest or lien in any invoice or xxxx of lading relating Collateral. In addition, if Borrower breaches its obligation to any direct payments of the Collateral; (d) to send verifications of Accounts Receivable to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any proceeds of the Collateral to the Lockbox Account, Lender, as the irrevocably made, constituted and appointed true and lawful attorney for Borrower pursuant to this paragraph, may, by the signature or to enforce any rights in respect other act of any Collateral; of Lender's officers (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or without requiring any of the Collateral; (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent; and (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and them to do all other acts and things necessary so), direct any federal, state or private payor or fiscal intermediary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner pay proceeds of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent or any Secured Party to make any commitment or to make any inquiry as Borrower by directing payment to the nature or sufficiency of any payment received by the Collateral Agent or any Secured Party, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken or omitted to be taken by the Collateral Agent or any Secured Party with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Grantor or to any claim or action against the Collateral Agent or any Secured Party. It is understood and agreed that the appointment of the Collateral Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The provisions of this Section shall in no event relieve any Grantor of any of its obligations hereunder or under any other Loan Document with respect to the Collateral or any part thereof or impose any obligation on the Collateral Agent or any Secured Party to proceed in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by the Collateral Agent or any Secured Party of any other or further right which it may have on the date of this Agreement or hereafter, whether hereunder, under any other Loan Document, by law or otherwiseLockbox Account.

Power of Attorney. Each Grantor irrevocably makes, constitutes and Sublessee hereby appoints Sublessor as the Collateral Agent (and all officers, employees or agents designated by the Collateral Agent) as such Grantor's true and lawful agent and attorney-in-factfact of Sublessee, with full authority in the place and stead of Sublessee and in such capacity the Collateral Agent shall have the right, with power name of substitution for each Grantor and in each Grantor's name Sublessee or otherwise, for the use and benefit purpose of carrying out the provisions of the Collateral Agent Sublease and taking any action and executing any instrument that Sublessor may deem necessary or advisable to accomplish the Secured Partiespurposes 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 continuance continuation of an Event of Default Default, Sublessor shall have the sole and exclusive right and power to (ai) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to sign the name of any Grantor on any invoice or xxxx of lading relating to any of the Collateral; (d) to send verifications of Accounts Receivable to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or pertaining to the Aircraft, Airframe or any of the Collateral; (g) to notifyEngine, or to require the Sublease, (ii) make proof of loss, appear in and prosecute any Grantor to notify, Account Debtors to make payment directly action arising from any policy or policies of insurance maintained pursuant to the Collateral Agent; 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 (hiii) take any actions, including to useexecute and deliver any documentation, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent or any Secured Party to make any commitment filing with the Aviation Authority or to make discharge any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent or any Secured Partyapplicable International Interest, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, for and no action taken or omitted to be taken by the Collateral Agent or any Secured Party with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Grantor or to any claim or action against the Collateral Agent or any Secured Party. It is understood and agreed that the appointment on behalf of the Collateral Agent as Sublessee, in connection with the agent and attorney-in-fact of the Grantors matters provided for the purposes set forth above is coupled with an interest and is irrevocable. The provisions of this in Section shall in no event relieve any Grantor of any of its obligations hereunder or under any other Loan Document with respect to the Collateral or any part thereof or impose any obligation on the Collateral Agent or any Secured Party to proceed in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by the Collateral Agent or any Secured Party of any other or further right which it may have on the date of this Agreement or hereafter, whether hereunder, under any other Loan Document, by law or otherwise16.4.

Power of Attorney. Each Grantor Borrower does hereby irrevocably makes, constitutes constitute and appoints the Collateral Agent (and all officers, employees or agents designated by the Collateral Agent) appoint Lender as such GrantorBorrower's true and lawful agent and attorney-in-fact, with full power of substitution, for Borrower and in such capacity the Collateral Agent shall have the rightBorrower's name, with power of substitution for each Grantor place and in each Grantor's name stead, or otherwise, to (a) endorse any checks or drafts payable to Borrower in the name of Borrower and in favor of Lender as provided in Section 6.1(f) above; (b) to demand and receive from time to time any and all property, rights, titles, interests and liens hereby sold, assigned and transferred, or intended so to be, and to give receipts for the use same; and benefit of the Collateral Agent and the Secured Parties, (c) upon the occurrence and during the continuance of an any Event of Default hereunder, (ai) to receiveinstitute and prosecute in the name of Borrower or otherwise, endorsebut for the benefit of Lender, assign and/or deliver any and all notesproceedings at law, acceptancesin equity, checksor otherwise, draftsthat Lender may deem proper in order to collect, money orders assert or other evidences enforce any claim, right or title, of payment relating any kind, in and to the Collateral property, rights, titles, interests and liens hereby sold, assigned or any part thereof; (b) transferred, or intended so to demandbe, collect, receive payment of, give receipt for and give discharges to defend and releases of all or any of the Collateral; (c) to sign the name of any Grantor on any invoice or xxxx of lading relating to any of the Collateral; (d) to send verifications of Accounts Receivable to any Account Debtor; (e) to commence and prosecute compromise any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or in respect of any of the Collateral; (g) to notifysaid property, or to require any Grantor to notifyrights, Account Debtors to make payment directly to the Collateral Agent; titles, interests and liens, and (hii) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and generally to do all other and any such acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent or any Secured Party to make any commitment or to make any inquiry as in relation to the nature or sufficiency of any payment received by the Shore Crest Phase II Collateral Agent or any Secured Party, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due as Lender shall in respect thereof or any property covered thereby, and no action taken or omitted to be taken by the Collateral Agent or any Secured Party with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Grantor or to any claim or action against the Collateral Agent or any Secured Partygood faitx xxxx xxxisable. It is understood and agreed Borrower hereby declares that the appointment of made and the Collateral Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is powers granted pursuant to this Section are coupled with an interest and is irrevocable. The provisions of this Section are and shall in no event relieve any Grantor of any of its obligations hereunder or under any other Loan Document with respect to the Collateral or any part thereof or impose any obligation on the Collateral Agent or any Secured Party to proceed be irrevocable by Borrower in any particular manner with respect to the Collateral or any part thereofmanner, or in for any way limit the exercise by the Collateral Agent or any Secured Party reason, unless and until all obligations of any other or further right which it may Borrower to Lender have on the date of this Agreement or hereafter, whether hereunder, under any other Loan Document, by law or otherwisebeen satisfied.

Power of Attorney. Each Grantor irrevocably makes, constitutes and appoints the Collateral Agent (and all officers, employees or agents designated by the Collateral Agent) as such Grantor's true and lawful agent and attorney-in-fact, and in such capacity the Collateral Agent shall have the right, with power of substitution for each Grantor and in each Grantor's name or otherwise, for the use and benefit of the Collateral Agent and the Secured Parties, upon the occurrence and during the continuance of an Event of Default (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to sign the name of any Grantor on any invoice or xxxx of bill xx lading relating to any of the Collateral; (d) to send verifications of Accounts Receivable to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (fe) to settle, compromisecom promise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent; and (hf) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent or any Secured Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent or any Secured Party, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken or omitted to be taken by the Collateral Agent or any Secured Party with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Grantor or to any claim or action against the Collateral Agent or any Secured Party. It is understood and agreed that the appointment of the Collateral Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The , subject to the provisions of this Section shall in no event relieve any Grantor of any of its obligations hereunder or under any other Loan Document with respect to the Collateral or any part thereof or impose any obligation on the Collateral Agent or any Secured Party to proceed in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by the Collateral Agent or any Secured Party of any other or further right which it may have on the date of this Agreement or hereafter, whether hereunder, under any other Loan Document, by law or otherwise.7.14

Power of Attorney. Each Grantor irrevocably makes, constitutes and appoints the The Collateral Agent (and all officers, employees or agents designated is hereby appointed by the Collateral Agent) Grantors, as such Grantor's the true and lawful agent and attorney-in-factfact of each Grantor, and in such capacity the Collateral Agent shall have the right, with power of substitution for each Grantor the Grantors and in each Grantor's name or otherwise, for the use and benefit of the Collateral Agent and the other Secured Parties, upon the occurrence and during the continuance of a Default or an Event of Default Default, (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral Assigned Contracts or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the CollateralAssigned Contracts; (c) to sign the name of any either Grantor on any invoice or xxxx of lading relating to any of the CollateralAssigned Contracts; (d) to send verifications of Accounts Receivable to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral Assigned Contracts or to enforce any rights in respect of any CollateralAssigned Contracts; (fe) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral AgentAssigned Contracts; and (hf) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the CollateralAssigned Contracts, and to do all other acts and things necessary to carry out the purposes of this AgreementCollateral Assignment, as fully and completely as though the Collateral Agent were the absolute owner of Grantors named in the Collateral for all purposesAssigned Contracts; providedPROVIDED, howeverHOWEVER, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent or any other Secured Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent or any other Secured Party, or to present or file any claim or notice, or to take any action with respect to the Collateral Assigned Contracts or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken or omitted to be taken by the Collateral Agent or any other Secured Party with respect to the Collateral Assigned Contracts or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Grantor or to any claim or action against the Collateral Agent or any other Secured Party. It is understood and agreed that the appointment of the Collateral Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The provisions of this Section 13 shall in no event relieve any Grantor of any of its obligations hereunder or under any the other Loan Document Credit Transaction Documents with respect to the Collateral Assigned Contracts or any part thereof or impose any obligation on the Collateral Agent or any other Secured Party to proceed in any particular manner with respect to the Collateral Assigned Contracts or any part thereof, or in any way limit the exercise by the Collateral Agent or any other Secured Party of any other or further right which that it may have on the date of this Agreement Collateral Assignment or hereafter, whether hereunder, under any other Loan Credit Transaction Document, by law or otherwise. Any sale pursuant to the provisions of this Section 13 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions.

Power of Attorney. Each Grantor The Company irrevocably makes, constitutes and appoints the Collateral Administrative Agent (and all officers, employees or agents designated by the Collateral Administrative Agent) as such Grantor's the Company’s true and lawful agent and attorney-in-fact, and in such capacity the Collateral Administrative Agent shall have the right, with full power of substitution for each Grantor the Company and in each Grantor's the Company’s name or otherwise, for the use and benefit of the Collateral Administrative Agent and the Secured Parties, upon the occurrence and during the continuance of an Event of Default (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to sign the name of any Grantor the Company on any invoice or xxxx of lading relating to any of the Collateral; (d) to send verifications of Accounts Receivable included in the Collateral to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notify, or to require any Grantor the Company to notify, Account Debtors to make payment directly to the Collateral Administrative Agent; and (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Administrative Agent were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Administrative Agent or any Secured Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Administrative Agent or any Secured Party, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken or omitted to be taken by the Collateral Administrative Agent or any Secured Party with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Grantor the Company or to any claim or action against the Collateral Administrative Agent or any Secured Party. It is understood and agreed that the appointment of the Collateral Administrative Agent as the agent and attorney-in-fact of the Grantors Company for the purposes set forth above is coupled with an interest and is irrevocable. The provisions of this Section shall in no event relieve any Grantor the Company of any of its obligations hereunder or under any other Loan Transaction Document with respect to the Collateral or any part thereof or impose any obligation on the Collateral Administrative Agent or any Secured Party to proceed in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by the Collateral Administrative Agent or any Secured Party of any other or further right which it may have on the date of this Agreement or hereafter, whether hereunder, under any other Loan Transaction Document, by law or otherwise.

Power of Attorney. Each Grantor hereby irrevocably makes, constitutes and appoints the Collateral Agent (and all officers, employees or agents designated by the Collateral Agent) as such Grantor's Guarantor its true and lawful agent and attorney-in-fact, and in such capacity the Collateral Agent Guarantor shall have have, without any further action required by or on behalf of Grantor, the right, with full power of substitution for each substitution, in the name of Grantor and in each Grantor's name or otherwise, for the use and benefit of the Collateral Agent and the Secured PartiesGuarantor, upon after the occurrence of and during the continuance of an Event of Default Default: (ai) to receive, endorse, assign present, assign, deliver and/or deliver otherwise deal with any and all notes, acceptances, letters of credit, checks, drafts, money orders orders, or other evidences of payment relating to the Collateral of Grantor or any part thereof; (bii) to demand, collect, receive payment of, and give receipt for and give discharges credits, allowances, discounts, discharges, releases and releases acquittances of and for any or all or any of the CollateralCollateral of Grantor; (ciii) to sign the name of any Grantor on any invoice or xxxx of lading relating to any of the CollateralCollateral of Grantor; (div) to send verifications of any or all of the Accounts Receivable of Grantor to any Account Debtorits account debtors; (ev) to commence and prosecute any and all suits, actions or proceedings at law or in equity in or before any court of competent jurisdiction or other tribunal (including any arbitration proceedings) to collect or otherwise realize on all or any of the Collateral of Grantor, or to enforce any rights of Grantor in respect of any of its Collateral; (fvi) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to any or all or any of the CollateralCollateral of Grantor; (gvii) to notify, or to require any Grantor to notifynotify or cause to be notified, Account Debtors its account debtors to make payment directly to the Collateral AgentGuarantor or to a Controlled Deposit Account; and or (hviii) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with any or all or any of the CollateralCollateral of Grantor, and to do all other acts and things necessary or appropriate to carry out the intent and purposes of this Agreement, as fully and completely as though the Collateral Agent Guarantor were the absolute owner of the Collateral of Grantor for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent or any Secured Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent or any Secured Party, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken or omitted to be taken by the Collateral Agent or any Secured Party with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Grantor or to any claim or action against the Collateral Agent or any Secured Party. It is understood and agreed that the appointment of the Collateral Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The provisions of this Section shall in no event relieve any Grantor of any of its obligations hereunder or under any other Loan Document with respect to the Collateral or any part thereof or impose any obligation on the Collateral Agent or any Secured Party to proceed in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by the Collateral Agent or any Secured Party of any other or further right which it may have on the date of this Agreement or hereafter, whether hereunder, under any other Loan Document, by law or otherwise.

Power of Attorney. Each Grantor irrevocably makes, constitutes and appoints the The Collateral Agent (and all officers, employees or agents designated is hereby appointed by the Collateral Agent) Grantors as such Grantor's the true and lawful agent and attorney-in-factfact of each Grantor, and in such capacity the Collateral Agent shall have the right, with power of substitution for each Grantor the Grantors and in each Grantor's name or otherwise, for the use and benefit of the Collateral Agent and the other Secured Parties, upon the occurrence and during the continuance of an Event of Default Default, (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to sign the name of any Grantor on any invoice or xxxx of lading relating to any of the Collateral; (d) to send verifications of Accounts Receivable to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notify, or to require any Grantor the Grantors to notify, Account Debtors to make payment directly to the Collateral Agent; and (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; providedPROVIDED, howeverHOWEVER, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent or any other Secured Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent or any other Secured Party, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken or omitted to be taken by the Collateral Agent or any other Secured Party with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Grantor or to any claim or action against the Collateral Agent or any other Secured Party. It is understood and agreed that the appointment of the Collateral Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The provisions of this Section 5.03 shall in no event relieve any Grantor of any of its obligations hereunder or under any the other Loan Document Credit Transaction Documents with respect to the Collateral or any part thereof or impose any obligation on the Collateral Agent or any other Secured Party to proceed in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by the Collateral Agent or any other Secured Party of any other or further right which that it may have on the date of this Agreement or hereafter, whether hereunder, under any other Loan Credit Transaction Document, by law or otherwise. Any sale pursuant to the provisions of this Section 5.03 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions.

Power of Attorney. Each Grantor irrevocably makesChautauqua and Owner Trustee do hereby constitute the Security Trustee and its successors and assigns, constitutes and appoints the Collateral Agent (and all officers, employees or agents designated by the Collateral Agent) as such Grantor's its respective true and lawful agent and attorney-in-fact, and with full power (in such capacity the Collateral Agent shall have the right, with power name of substitution for each Grantor and in each Grantor's name Chautauqua or Owner Trustee or otherwise, ) and at the expense of Chautauqua but for the use and benefit of the Collateral Agent and the Secured PartiesSecurity Trustee, upon the occurrence and during the continuance of an at any time after a Loan Event of Default (a) Default, that is also a Lease Event of Default, has occurred and for so long as it is continuing, to enforce each and every term and provision of the Sublease and any other property assigned hereunder, to ask, require, demand, receive, endorsecollect, assign and/or deliver compound and give acquittance and discharge for any and all notesmoneys and claims for moneys due and to become due under or arising out of the Sublease or any other property assigned hereunder, acceptances, checks, drafts, money orders to endorse any checks or other evidences instruments or orders in connection therewith, to settle, compromise, compound or adjust any such claims, to exercise and enforce any and all claims, rights, powers or remedies of payment relating to every kind and description of Chautauqua and/or Owner Trustee under or arising out of the Collateral Sublease or any part thereof; (b) other property assigned hereunder, to demandfile, collectcommence, receive payment ofprosecute, give receipt for compromise and give discharges and releases of all or any of the Collateral; (c) to sign settle in the name of Chautauqua, Owner Trustee or the Security Trustee, or otherwise any Grantor on any invoice or xxxx of lading relating to any of the Collateral; (d) to send verifications of Accounts Receivable to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction court, to collect or otherwise realize on all or any of the Collateral such moneys or to enforce any rights in respect thereto on all other claims, rights, powers and remedies of any Collateral; (f) to settle, compromise, compound, adjust every kind and description of Chautauqua and/or Owner Trustee under or defend any actions, suits or proceedings relating to all arising out of the Sublease or any of the Collateral; (g) other property assigned hereunder and generally to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent; and (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateralsuch claims, rights, powers and to do all other acts and things necessary to carry out the purposes of this Agreement, remedies as fully and completely as though the Collateral Agent Security Trustee were the absolute owner of the Collateral thereof for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent or any Secured Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent or any Secured Party, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken or omitted at such times and in such manner as the Security Trustee may deem to be taken by the Collateral Agent necessary or any Secured Party with respect to the Collateral advisable or any part thereof shall give rise to any defense, counterclaim convenient or offset proper in favor of any Grantor or to any claim or action against the Collateral Agent or any Secured Party. It is understood and agreed that the appointment of the Collateral Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The provisions of this Section shall in no event relieve any Grantor of any of its obligations hereunder or under any other Loan Document with respect to the Collateral or any part thereof or impose any obligation on the Collateral Agent or any Secured Party to proceed in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by the Collateral Agent or any Secured Party of any other or further right which it may have on the date of this Agreement or hereafter, whether hereunder, under any other Loan Document, by law or otherwiseabsolute discretion.

Power of Attorney. Each Grantor (a) Subject to subsection (b) below, the Sellers hereby irrevocably makes, constitutes and appoints appoint the Collateral Agent (and all officers, employees or agents designated by the Collateral Administrative Agent) as such Grantor's true and lawful agent and attorney-in-fact, and in such capacity the Collateral Agent shall have the right, with power of substitution for each Grantor and in each Grantor's name or otherwise, for the use and benefit of the Collateral Purchasers, its attorney in fact, with full power of substitution, for and on behalf and in the name of the Sellers, to: (i) endorse and deliver to any Person any check, instrument or other paper coming into the Custodian�s, the Administrative Agent's or any Purchaser's possession and representing payment made in respect of any Mortgage Note or Take-Out Commitment Document delivered hereunder or in respect of any other Mortgage Assets; (ii) prepare, complete, execute, deliver and record any Assignment to be delivered to the Custodian, the Administrative Agent or to any other Person of any Mortgage relating to any Mortgage Note delivered hereunder as Mortgage Loan Collateral; (iii) endorse and the Secured Parties, upon the occurrence and during the continuance of an Event of Default (a) to receive, endorse, assign and/or deliver any Mortgage Note as Mortgage Loan Collateral arising as proceeds thereof, and all notes, acceptances, checks, drafts, money orders do every other thing necessary or other evidences of payment relating desirable to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases effect transfer of all or any part of the Collateral; (c) Mortgage Loan Collateral to sign the name of any Grantor on any invoice or xxxx of lading relating to any Administrative Agent, for the benefit of the Collateral; (d) to send verifications of Accounts Receivable to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notifyPurchasers, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agentother Person; (iv) take all necessary and (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent or any Secured Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent or any Secured Party, or to present or file any claim or notice, or to take any appropriate action with respect to all Repurchase Obligations and the Mortgage Loan Collateral to be delivered to the Custodian or the Administrative Agent or held by the Sellers in trust for the Administrative Agent for the benefit of the Purchasers; (v) commence, prosecute, settle, discontinue, defend, or otherwise dispose of any claim relating to any Take-Out Commitment or any other part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken or omitted to be taken by the Collateral Agent or any Secured Party with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Grantor or to any claim or action against the Collateral Agent or any Secured Party. It is understood and agreed that the appointment of the Collateral Agent as Mortgage Loan Collateral; and (vi) sign the agent and attorney-in-fact of related Seller's name wherever appropriate to effect the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The provisions performance of this Section shall in no event relieve any Grantor of any of its obligations hereunder or under any other Loan Document with respect to the Collateral or any part thereof or impose any obligation on the Collateral Agent or any Secured Party to proceed in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by the Collateral Agent or any Secured Party of any other or further right which it may have on the date of this Agreement or hereafter, whether hereunder, under any other Loan Document, by law or otherwiseAgreement.

Power of Attorney. Each Grantor irrevocably makes, constitutes and appoints the Collateral Agent (and all officers, employees or agents designated by the Collateral Agent) as such Grantor's true and lawful agent and attorney-in-fact, and in such capacity the Collateral Agent shall have the right, with power of substitution for each Grantor and in each Grantor's name or otherwise, for the use and benefit of the Collateral Agent and the Secured Parties, upon the occurrence and during the continuance of an Event of Default or Reduced Availability Event (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to sign the name of any Grantor on any invoice or xxxx of bill xx lading relating to any of the Collateral; (d) to send verifications of Accounts Receivable to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent; and (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent or any Secured Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent or any Secured Party, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken or omitted to be taken by the Collateral Agent or any Secured Party with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Grantor or to any claim or action against the Collateral Agent or any Secured Party. It is understood and agreed that the appointment of the Collateral Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The provisions of this Section shall in no event relieve any Grantor of any of its obligations hereunder or under any other Loan Document with respect to the Collateral or any part thereof or impose any obligation on the Collateral Agent or any Secured Party to proceed in any particular manner with respect to the Collateral or any part thereof, or in 160 14 any way limit the exercise by the Collateral Agent or any Secured Party of any other or further right which it may have on the date of this Agreement or hereafter, whether hereunder, under any other Loan Document, by law or otherwise.

Power of Attorney. Each Grantor irrevocably makes, constitutes and appoints the Collateral Agent (and all officers, employees or agents designated by the Collateral Agent) as such Grantor's true and lawful agent and attorney-in-fact, and in such capacity the Collateral Agent shall have the right, with power of substitution for each Grantor and in each Grantor's name or otherwise, for the use and benefit of the Collateral Agent and the Secured Parties, upon the occurrence and during the continuance of an Event of Default (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereofhereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to sign the name of any Grantor on any an invoice or xxxx of lading relating to any of the Collateral; (d) to send verifications of Accounts Receivable to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notify, or to require any Grantor to notify, Account Accounts Debtors to make payment directly to the Collateral Agent; and (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent or any Secured Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent or any Secured Party, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken or omitted to be taken by the Collateral Agent or any Secured Party with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of or any Grantor or (unless such action is the result of gross negligence or willful misconduct) to any claim or action against the Collateral Agent or any Secured Party. It is understood and agreed that the appointment of the Collateral Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The provisions of this Section shall in no event relieve any Grantor of any of its obligations hereunder or under any other Loan Document with respect to the Collateral or any part thereof or impose any obligation on the Collateral Agent or any Secured Party to proceed in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by the Collateral Agent or any Secured Party of any other or further right which it may have on the date of this Agreement or hereafter, whether hereunder, under any other Loan Document, by law or otherwise.

Power of Attorney. Each Grantor irrevocably makes, constitutes and appoints the Collateral Agent (and all officers, employees or agents designated by the Collateral Agent) as such Grantor's ’s true and lawful agent and attorney-in-fact, and in such capacity the Collateral Agent shall have the right, subject to the Intercreditor Agreement, with power of substitution for each Grantor and in each Grantor's ’s name or otherwise, for the use and benefit of the Collateral Agent and the Secured Parties, upon the occurrence and during the continuance of if an Event of Default shall have occurred and be continuing (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to sign the name of any Grantor on any invoice or xxxx of lading relating to any of the Collateral; (d) to send verifications of Accounts Receivable to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent; and (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent or any Secured Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent or any Secured Party, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken or omitted to be taken by the Collateral Agent or any Secured Party with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Grantor or to any claim or action against the Collateral Agent or any Secured Party. The Collateral Agent shall give prior or simultaneous notice to the Issuer of its intent to begin taking actions under this Section 5.02; provided, however, that any failure to give such notice shall in no way affect the Collateral Agent’s right, power or authority to take such actions. It is understood and agreed that the appointment of the Collateral Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The provisions of this Section shall in no event relieve any Grantor of any of its obligations hereunder or under any other Loan Indenture Document with respect to the Collateral or any part thereof or impose any obligation on the Collateral Agent or any Secured Party to proceed in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by the Collateral Agent or any Secured Party of any other or further right which that it may have on the date of this Agreement or hereafter, whether hereunder, under any other Loan Documentthis Agreement or the Indenture, by law or otherwise.

Power of Attorney. Each Grantor (a) APPOINTMENT AND POWERS OF SECURED PARTY. Debtors hereby irrevocably makesconstitute and appoint the Secured Party and any officer or agent thereof, constitutes and appoints the Collateral Agent (and all officerswith full power of substitution, employees or agents designated by the Collateral Agent) as such Grantor's its true and lawful agent and attorneyattorneys-in-fact, fact with full irrevocable power and authority in such capacity the Collateral Agent shall have place and stead of the right, with power of substitution for each Grantor and Debtors or in each Grantorthe Secured Party's name or otherwiseown name, for the use purpose of carrying out the terms of this Agreement, to take any and benefit all appropriate action and to execute any and all documents and instruments that may be necessary or useful to accomplish the purposes of this Agreement and, without limiting the generality of the Collateral Agent foregoing, hereby gives said attorneys the power and right, on behalf of the Secured PartiesDebtors, without notice to or assent by any Debtor, to do the following: (i) upon the occurrence and during the continuance of an Event of Default (a) Default, generally to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to sign the name of any Grantor on any invoice or xxxx of lading relating to any of the Collateral; (d) to send verifications of Accounts Receivable to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent; and (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with all or any of the Collateral, Collateral in such manner as is consistent with the Uniform Commercial Code of the State and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent Secured Party were the absolute owner of the Collateral thereof for all purposes; provided, howeverand to do, that nothing herein contained shall be construed as requiring at the Debtors' expense, at any time, or obligating from time to time, all acts and things which the Secured Party deems necessary or advisable to protect, preserve or realize upon the Collateral Agent or any Secured Party to make any commitment or to make any inquiry as to and the nature or sufficiency of any payment received by the Collateral Agent or any Secured Party's security interest therein, in order to effect the intent of this Agreement, all no less fully and effectively as the Debtors might do, including, without limitation, (A) the filing and prosecuting of registration and transfer applications with the appropriate federal, state or to present local agencies or file any claim or notice, or to take any action authorities with respect to trademarks, copyrights and patentable inventions and processes constituting Collateral, (B) upon written notice to the Collateral or any part thereof or Debtors, the moneys due or to become due in respect thereof or any property covered thereby, and no action taken or omitted to be taken by the Collateral Agent or any Secured Party exercise of voting rights with respect to voting securities constituting Collateral, which rights may be exercised, if the Collateral or any part thereof shall give rise Secured Party so elects, with a view to any defense, counterclaim or offset in favor causing the liquidation of assets of the issuer of any Grantor such securities and (C) the execution, delivery and recording, in connection with any sale or to other disposition of any claim or action against the Collateral Agent or any Secured Party. It is understood and agreed that the appointment Collateral, of the Collateral Agent as the agent and attorney-in-fact endorsements, assignments or other instruments of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The provisions of this Section shall in no event relieve any Grantor of any of its obligations hereunder conveyance or under any other Loan Document transfer with respect to such Collateral; and (ii) to the Collateral or any part thereof or impose any obligation on extent that the Collateral Agent or any Secured Party Debtors' authorization given in Section 3 is not sufficient, to proceed in any particular manner file such financing statements with respect to hereto, with or without any of the Collateral or any part thereofDebtors' signatures, or in any way limit the exercise by the Collateral Agent or any Secured Party of any other or further right which it may have on the date a photocopy of this Agreement or hereafterin substitution for a financing statement, whether hereunder, under any other Loan Document, by law or otherwiseas the Secured Party may deem reasonably appropriate and to execute in the Debtors' name such financing statements and amendments thereto and continuation statements which may require the Debtors' signature.

Power of Attorney. Each Grantor irrevocably makes, constitutes and appoints the Collateral Agent Secured Parties (and all officers, employees or agents designated by the Collateral AgentSecured Parties) as such Grantor's true and lawful agent and attorney-in-fact, and in such capacity the Collateral Agent Secured Parties shall have the right, with power of substitution for each Grantor and in each Grantor's name or otherwise, for the use and benefit of the Collateral Agent and the Secured Parties, upon the occurrence and during the continuance of an Event of Default (as defined in the Convertible Debentures) (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to sign the name of any Grantor on any invoice or xxxx bill of lading relating to any of the Collateral; (d) to send verifications verifixxxxons of Accounts Receivable to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral AgentSecured Parties; and (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent Secured Parties were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent or any Secured Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent or any Secured Party, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken or omitted to be taken by the Collateral Agent or any Secured Party with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Grantor or (unless such action is the result of gross negligence or willful misconduct) to any claim or action against the Collateral Agent or any Secured Party. It is understood and agreed that the appointment of the Collateral Agent Secured Parties as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The provisions of this Section shall in no event relieve any Grantor of any of its obligations hereunder or under any other Loan Document Financing Documents with respect to the Collateral or any part thereof or impose any obligation on the Collateral Agent or any Secured Party to proceed in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by the Collateral Agent or any Secured Party of any other or further right which it may have on the date of this Agreement or hereafter, whether hereunder, under any other Loan Financing Document, by law or otherwise.

Power of Attorney. Each Grantor (a) The Chargor, by way of further security for the full and punctual payment and discharge of the Liabilities and in order to more fully secure the performance of its obligations under this Charge, hereby irrevocably makes, constitutes appoints each of the Chargee and appoints the Collateral Agent Receiver (with full power to appoint substitutes and all officers, employees or agents designated by to sub-delegate) and the Collateral Agent) as such Grantor's persons deriving title under them jointly and also severally to be the Chargor’s true and lawful agent and attorney-in-factfact for and in the name of and on behalf of the Chargor to do and execute all and any acts, things and other matters following, namely to execute and complete in favour of the Chargee or its nominees or of any purchaser or other relevant person any documents which the Chargee may from time to time require for perfecting or improving its title to or for vesting any of the assets and property mortgaged, charged, assigned or otherwise secured or intended to be mortgaged, charged, assigned or otherwise secured by this Charge in the Chargee or its nominees or in any purchaser or other relevant person and to give proper effect to the intent and purpose of this Charge and to enable or assist in any way in the exercise of any power of sale of, or other Disposal of, the Charged Shares (whether arising under this Charge or implied by statute or otherwise) and to give effectual discharges for payments, to take and institute on non-payment and/or non-performance (if the Chargee or Receiver in their sole discretion so decides) all steps and proceedings in the name of the Chargor or of the Chargee or Receiver for the recovery of such moneys, property and assets charged, assigned or otherwise secured or intended to be charged, assigned or otherwise secured by this Charge and to agree accounts and make allowances and give time or other indulgence to any surety or other person liable and otherwise generally for the Chargor and in the Chargor’s name and on the Chargor’s behalf and as the Chargor’s act and deed or otherwise to execute, seal, deliver and complete and otherwise perfect and do any such assignments and other assurances, mortgages, pledges, liens, charges, authorities, transfers, proxies and documents over the moneys, property and assets mortgaged, charged, assigned or otherwise secured or intended to be mortgaged, charged, assigned or otherwise secured by this Charge, and all such deeds, instruments, acts and things (including, without limitation, those referred to in such capacity the Collateral Agent shall have the right, with power of substitution for each Grantor and in each Grantor's name or otherwise, Clause 11) which may be required for the use and benefit of the Collateral Agent and the Secured Parties, upon the occurrence and during the continuance of an Event of Default (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases full exercise of all or any of the Collateral; (c) to sign the name of any Grantor powers and Rights conferred or which may be deemed proper on any invoice or xxxx of lading relating to in connection with any of the Collateral; (d) to send verifications purposes aforesaid. Notwithstanding any other provision of Accounts Receivable to any Account Debtor; (e) to commence and prosecute any and all suitsthis Clause 6, actions such power shall not be exercisable by or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any behalf of the Collateral or to enforce any rights in respect of any Collateral; (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent; and (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent or any Secured Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent or any Secured Party, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof Chargee or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken or omitted to be taken by the Collateral Agent or any Secured Party with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Grantor or to any claim or action against the Collateral Agent or any Secured Party. It is understood and agreed that the appointment of the Collateral Agent Receiver as the agent and attorney-in-fact case may be until an Event of the Grantors for the purposes set forth above is coupled with an interest Default has occurred and is irrevocable. The provisions of this Section shall in no event relieve any Grantor of any of its obligations hereunder or under any other Loan Document with respect to the Collateral or any part thereof or impose any obligation on the Collateral Agent or any Secured Party to proceed in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by the Collateral Agent or any Secured Party of any other or further right which it may have on the date of this Agreement or hereafter, whether hereunder, under any other Loan Document, by law or otherwisecontinuing.

Power of Attorney. Each Grantor irrevocably makes, constitutes and appoints the Collateral Agent (and all officers, employees or agents designated by the Collateral Agent) as such Grantor's ’s true and lawful agent and attorney-in-factfact (which appointment shall be irrevocable and coupled with an interest subject to the terms of this Agreement), and in such capacity the Collateral Agent shall have the right, with power of substitution for each Grantor and in each Grantor's ’s name or otherwise, for the use and benefit of the Collateral Agent and the other Second Priority Secured Parties, upon the occurrence and during the continuance of an Event of Default Default, to take any action and to execute any instrument the Collateral Agent may reasonably deem advisable to accomplish the purposes of this Agreement, including, without limitation, (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to sign the name of any Grantor on any invoice or xxxx of lading relating to any of the Collateral; (d) to send verifications of Accounts Receivable to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction jurisdiction, or to take any other action which the Collateral Agent may reasonably deem necessary to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent; and (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, subject to applicable law; (i) to obtain and adjust insurance required pursuant to Section 4.08; and (j) to do all other acts and things reasonably necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent or any other Second Priority Secured Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent or any other Second Priority Secured Party, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys monies due or to become due in respect thereof or any property covered thereby, and no action taken or omitted to be taken by the Collateral Agent or any other Second Priority Secured Party with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Grantor or to any claim or action against the Collateral Agent or any other Second Priority Secured Party. It is understood and agreed that Party except to the appointment extent arising from the bad faith, gross negligence or willful misconduct of the Collateral Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocablesuch Person. The provisions of this Section Article shall in no event relieve any Grantor of any of its obligations hereunder or under any other Loan Document with respect to the Collateral or any part thereof or impose any obligation on the Collateral Agent or any Second Priority Secured Party to proceed in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by the Collateral Agent or any other Second Priority Secured Party of any other or further right which it they may have on the date of this Agreement or hereafter, whether hereunder, under any other Loan Document, by law or otherwise.

Power of Attorney. Each Grantor irrevocably makes, constitutes and appoints the Collateral Agent (and all officers, employees or agents designated by the Collateral Agent) as such Grantor's true and lawful agent and attorney-in-fact, and in such capacity the Collateral Agent shall have the right, with power of substitution for each Grantor and in each Grantor's name or otherwise, for the use and benefit of the Collateral Agent and the Secured Parties, upon the occurrence and during the continuance of an Event of Default (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to sign the name of any Grantor on any invoice or xxxx of lading relating to any of the Collateral; (d) to send verifications of Accounts Receivable to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent; and (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; providedPROVIDED, howeverHOWEVER, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent or any Secured Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent or any Secured Party, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken or omitted to be taken by the Collateral Agent or any Secured Party with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Grantor or to any claim or action against the Collateral Agent or any Secured Party. It is understood and agreed that the appointment of the Collateral Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The provisions of this Section shall in no event relieve any Grantor of any of its obligations hereunder or under any other Loan Document with respect to the Collateral or any part thereof or impose any obligation on the Collateral Agent or any Secured Party to proceed in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by the Collateral Agent or any Secured Party of any other or further right which it may have on the date of this Agreement or hereafter, whether hereunder, under any other Loan Document, by law or otherwise.

Power of Attorney. Each Grantor irrevocably makes, constitutes and appoints the Collateral Agent (and all officers, employees or agents designated by the Collateral Agent) as such Grantor's true and lawful agent and attorney-in-fact, and in such capacity the Collateral Agent shall have the right, with power of substitution for each Grantor and in each Grantor's name or otherwise, for the use and benefit of the Collateral Agent and the Secured Parties, upon the occurrence and during the continuance of an Event of Default (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to sign the name of any Grantor on any invoice or xxxx of lading relating to any of the Collateral; (d) to send verifications of Accounts Receivable to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (f) to settle, compromisecom-promise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent; and (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; providedPROVIDED, howeverHOWEVER, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent or any Secured Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent or any Secured Party, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken or omitted to be taken by the Collateral Agent or any Secured Party with respect to the Collateral Collat-eral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Grantor or to any claim or action against the Collateral Agent or any Secured Party. It is understood and agreed that the appointment of the Collateral Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The provisions of this Section shall in no event relieve any Grantor of any of its obligations hereunder or under any other Loan Document with respect to the Collateral or any part thereof or impose any obligation on the Collateral Agent or any Secured Party to proceed in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by the Collateral Agent or any Secured Party of any other or further right which it may have on the date of this Agreement or hereafter, whether hereunder, under any other Loan Document, by law or otherwise.

Power of Attorney. Each Grantor irrevocably makes, constitutes and appoints the Collateral Agent (and all officers, employees or agents designated by the Collateral AgentAgent with notice to the Grantor) as such Grantor's true and lawful agent and attorney-in-fact, and in such capacity the Collateral Agent shall have the right, with power of substitution for each Grantor and in each Grantor's name or otherwise, for the use and benefit of the Collateral Agent and the Secured Parties, upon the occurrence and during the continuance of an Event of Default (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to sign the name of any Grantor on any invoice or xxxx of bill xx lading relating to any of the Collateral; (d) to send verifications of Accounts Receivable to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (f) to settle, compromisecom promise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent; and (h) to use, sell, assign, transfer, pledge, make 13 13 any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent or any Secured Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent or any Secured Party, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken or omitted to be taken by the Collateral Agent or any Secured Party with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Grantor or to any claim or action against the Collateral Agent or any Secured Party. It is understood and agreed that the appointment of the Collateral Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The provisions of this Section shall in no event relieve any Grantor of any of its obligations hereunder or under any other Loan Document with respect to the Collateral or any part thereof or impose any obligation on the Collateral Agent or any Secured Party to proceed in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by the Collateral Agent or any Secured Party of any other or further right which it may have on the date of this Agreement or hereafter, whether hereunder, under any other Loan Document, by law or otherwise.

Power of Attorney. Each Grantor irrevocably makes, constitutes and appoints the Collateral The Agent (and all officers, employees or agents designated is hereby appointed by the Collateral Agent) Assignor as such Grantor's the true and lawful agent and attorney-in-factfact of the Assignor, and in such capacity the Collateral Agent shall have the right, with power of substitution for each Grantor the Assignor and in each Grantorthe Assignor's name or otherwise, for the use and benefit of the Collateral Agent and the other Secured Parties, upon the occurrence and during the continuance of an Event of Default Default, (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to sign the name of any Grantor the Assignor on any invoice or xxxx bill of lading relating to any of the Collateral; (d) to send verifications xxrifications of Accounts Receivable to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notify, or to require any Grantor the Assignor to notify, Account Debtors to make payment directly to the Collateral Agent; and (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent or any other Secured Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent or any other Secured Party, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken or omitted to be taken by the Collateral Agent or any other Secured Party with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Grantor the Assignor or to any claim or action against the Collateral Agent or any other Secured Party. It is understood and agreed that the appointment of the Collateral Agent as the agent and attorney-in-fact of the Grantors Assignor for the purposes set forth above is coupled with an interest and is irrevocable. The provisions of this Section 5.3 shall in no event relieve any Grantor the Assignor of any of its obligations hereunder or under any the other Loan Document Documents with respect to the Collateral or any part thereof or impose any obligation on the Collateral Agent or any other Secured Party to proceed in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by the Collateral Agent or any other Secured Party of any other or further right which that it may have on the date of this Agreement or hereafter, whether hereunder, under any other Loan Financing Document, by law or otherwise. Any sale pursuant to the provisions of this Section 5.3 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions.

Power of Attorney. Each Grantor With respect to the various assets and properties included or required to be included in the Collateral hereunder, each Borrower hereby irrevocably makes, constitutes and appoints the Collateral Administrative Agent and the Administrative Agents' executive officers (Vice President or above), and all officerseach of them, employees or agents designated by with full power of substitution, as the Collateral Agent) as such Grantor's true and lawful agent attorney-in-fact of such Borrower, with full power and attorneyauthority from time to time in the name, place and stead of such Borrower to: (a) take possession of and execute or endorse (to any Bank or otherwise) any one or more contracts, mortgages, deeds, pledges, assignments, instruments and other documents, and any one or more notes, checks, drafts, bills of exchange, money orders or other documents received in payment for or on account of those assets and properties; (b) receive, open and dispose of the mail and other deliveries of such Borrower respecting the Collateral and request postal authorities and others to change the delivery address(es) for such Borrower to such address(es) as the Administrative Agent may deem necessary or desirable; (c) demand, collect and receive any monies due on account of those assets and properties and give receipts and acquittances in connection therewith; (d) negotiate and compromise any claim, and commence, prosecute, defend, settle or withdraw any claims, suits or proceedings, pertaining to or arising out of those assets and properties; (e) pay any Indebtedness or other liability or perform any other obligation required to be paid or performed under this Agreement or any other Loan Instrument by the Borrowers or any other person (other than the Administrative Agent); (f) prepare and execute on behalf of the Borrowers any mortgage, financing statement or other evidence of a security interest contemplated by this Agreement, or any modification, refiling, continuation or extension thereof; (g) take any other action contemplated by this Agreement or any other Loan Instrument; and (h) sign, execute, acknowledge, swear to, verify, deliver, file, record and publish any one or more of the foregoing; provided, however, that the above-named attorneys-in-fact may exercise the powers set forth in this Section only following the written notice of the Administrative Agent or any other Bank pursuant to Section 7.07(a) of this Agreement and during the continuance of the subject Event of Default, whether or not any reference to this Power of Attorney is made in that notice, and without regard to whether any other action has been taken by the Administrative Agent or any other Bank under this agreement or any other Loan Instrument. This Power of Attorney is hereby declared to be irrevocable, with full power of substitution and coupled with an interest. This Power of Attorney shall survive the dissolution, reorganization or bankruptcy of any Borrower and shall extend to and be binding upon the successors, assigns, heirs and legal representatives of each Borrower. This Power of Attorney may be exercised (i) by any one of the above-named attorneys-in-fact, or by any substitute designated by any of those attorneys-in-fact, and in such capacity (ii) by signing for any Borrower individually on any document or instrument, or by listing two or more of the Collateral Agent shall have persons (including the rightBorrowers) for whom any document or instrument is being signed and signing once, with power of substitution for each Grantor and in each Grantor's name or otherwise, for the use and benefit of the Collateral Agent and the Secured Parties, upon the occurrence and during the continuance of an Event of Default (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to sign the name of any Grantor on any invoice or xxxx of lading relating to any of the Collateral; (d) to send verifications of Accounts Receivable to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent; and (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent or any Secured Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received a single signature by the Collateral Agent or any Secured Party, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken or omitted to be taken by the Collateral Agent or any Secured Party with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Grantor or to any claim or action against the Collateral Agent or any Secured Party. It is understood and agreed that the appointment of the Collateral Agent as the agent and attorney-in-fact or substitute being effective to exercise the Powers of the Grantors for the purposes set forth above is coupled with an interest and is irrevocableAttorney of all persons so listed. A facsimile signature shall be effective if so affixed. The provisions of this Section Administrative Agent shall in no event relieve not be liable for any Grantor failure to collect or enforce the payment of any of its obligations hereunder or under any other Loan Document with respect to the Collateral or any part thereof or impose any obligation on the Collateral Agent or any Secured Party to proceed in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by the Collateral Agent or any Secured Party of any other or further right which it may have on the date of this Agreement or hereafter, whether hereunder, under any other Loan Document, by law or otherwisethose assets and properties.

Power of Attorney. Each Grantor irrevocably makesThe Debtor hereby appoints Secured Party, constitutes and appoints its nominee, or any other person whom the Collateral Agent (and all officers, employees or agents designated by Secured Party may designate the Collateral Agent) as such Grantor's true and lawful agent and Debtor’s attorney-in-fact, with full power and in such capacity the Collateral Agent shall have the right, with power of substitution for each Grantor and in each Grantor's name or otherwise, for the use and benefit of the Collateral Agent and the Secured Parties, authority effective upon the occurrence and during the continuance of an any Event of Default (a) to receiveask, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment ofreceive, give receipt for for, sxx for, compound and give discharges and releases of all or any of the Collateral; (c) to sign the name of any Grantor on any invoice or xxxx of lading relating to any of the Collateral; (d) to send verifications of Accounts Receivable to any Account Debtor; (e) to commence and prosecute acquittance for any and all suitssums or properties which may be or become due, actions payable or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights distributable in respect of any Collateral; (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent; and (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent or any Secured Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent or any Secured Party, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken or omitted to be taken by the Collateral Agent or any Secured Party with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Grantor or to any claim or action against the Collateral Agent or any Secured Party. It is understood and agreed that the appointment of the Collateral Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The provisions of this Section shall in no event relieve any Grantor of any of its obligations hereunder or under any other Loan Document with respect to the Collateral or any part thereof or impose any obligation on the Collateral Agent or any Secured Party to proceed in any particular manner with respect to the Collateral or any part thereof, with full power to settle, adjust or compromise any claim in respect of the Collateral as fully as the Debtor could itself do, to endorse or sign the Debtor’s name on any assignments, stock powers or other instruments of transfer and on any checks, notes, acceptances, money orders, drafts, and any other forms of payment or security in respect of the Collateral that may come into the Secured Party’s possession and on all documents of satisfaction, discharge or receipt required or requested in connection therewith, and, in its reasonable discretion, to file any claim or take any other action or proceeding, either in its own name or in any way limit the exercise by name of the Collateral Agent Debtor, or otherwise, which the Secured Party deems necessary to collect or otherwise realize upon all or any part of the Collateral, or effect a transfer thereof, or which may be necessary to protect and preserve the right, title, and interest of the Secured Party in and to such Collateral and the security intended to be afforded hereby. The Debtor hereby ratifies and approves all acts of any such attorney-in-fact and agrees that neither Secured Party nor any such attorney-in-fact will be liable for any such acts or omissions nor for any error of judgment or mistake of fact or law other than such person’s gross negligence or further right which it willful misconduct, as finally determined by a court of competent jurisdiction. The Secured Party may have file one or more financing statements disclosing its security interest in all or any part of the Collateral, and any amendments or supplements thereto, on behalf of the Debtor without notice thereof to the Debtor. The foregoing powers of attorney, being coupled with an interest, are irrevocable until the Maturity Date (as such term is defined in the Promissory Note- Line of Credit, dated as of the date of this Agreement or hereafter, whether hereunder, under any other Loan Document, by law or otherwisehereof).

Power of Attorney. Each Grantor irrevocably makes, constitutes and appoints the Collateral Agent (and all officers, employees or agents designated by the Collateral Agent) as such Grantor's true and lawful agent and attorney-in-fact, and in such capacity the Collateral Agent shall have the right, with power of substitution for each Grantor and in each Grantor's name or otherwise, for the use and benefit of the Collateral Agent and the Secured Parties, upon the occurrence and during the continuance of an Event of Default (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to sign the name of any Grantor on any invoice or xxxx bill of lading relating to any of the Collateral; (d) to send verifications verificaxxxxs of Accounts Receivable to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent; and (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent or any Secured Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent or any Secured Party, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken or omitted to be taken by the Collateral Agent or any Secured Party with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Grantor or to any claim or action against the Collateral Agent or any Secured Party. It is understood and agreed that the appointment of the Collateral Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The provisions of this Section shall in no event relieve any Grantor of any of its obligations hereunder or under any other Loan Reimbursement Document with respect to the Collateral or any part thereof or impose any obligation on the Collateral Agent or any Secured Party to proceed in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by the Collateral Agent or any Secured Party of any other or further right which it may have on the date of this Agreement or hereafter, whether hereunder, under any other Loan Reimbursement Document, by law or otherwise.

Power of Attorney. Each Grantor Pledgor hereby irrevocably makes, constitutes and appoints the Collateral Agent (Secured Party and all officers, employees any officer or agents designated by the Collateral Agent) agent thereof as such GrantorPledgor's true and lawful agent and attorney-in-fact, and in such capacity the Collateral Agent shall have the rightcoupled with an interest, with full power of substitution for each Grantor and with full, irrevocable power and authority in the place and stead and in each Grantorthe name of Pledgor or in its own name, from time to time in Secured Party's discretion, to take any and all action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives Secured Party the power and right on behalf of Pledgor and in its own name to do any of the following (subject to the rights of Pledgor under SECTIONS 4.2 and 4.3 hereof), without notice to or otherwisethe consent of Pledgor: a. To demand, sue xxx, collect, or receive in the name of Pledgor or in its own name, any money or property at any time payable or receivable on account of or in exchange for the use and benefit any of the Collateral Agent and, in connection therewith, endorse checks, notes, drafts, acceptances, money orders, or any other instruments for the payment of money under the Collateral; b. To pay or discharge taxes, Liens, security interests, or other encumbrances levied or placed on or threatened against the Collateral; c. (i) To direct account debtors and any other parties liable for any payment under any of the Secured Parties, upon the occurrence and during the continuance Collateral to make payment of an Event of Default (a) to receive, endorse, assign and/or deliver any and all notesmonies due and to become due thereunder directly to Secured Party or as Secured Party shall direct; (ii) to receive payment of and receipt for any and all monies, acceptancesclaims, checks, and other amounts due or to become due at any time in respect of or arising out of any Collateral; (iii) to sign and endorse any drafts, money orders or assignments, proxies, stock powers, verifications, notices, and other evidences of payment documents relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to sign the name of any Grantor on any invoice or xxxx of lading relating to any of the Collateral; (d) to send verifications of Accounts Receivable to any Account Debtor; (eiv) to commence and prosecute any and all suitssuit, actions actions, or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or any part thereof and to enforce any rights other right in respect of any Collateral; (fv) to defend any suit, action, or proceeding brought against Pledgor with respect to any Collateral; (vi) to settle, compromise, compoundor adjust any suit, adjust action, or defend proceeding described above and, in connection therewith, to give such discharges or releases as Secured Party may deem appropriate; (vii) to exchange any actionsof the Collateral for other property upon any merger, suits consolidation, reorganization, recapitalization, or proceedings relating other readjustment of the issuer thereof and, in connection therewith, deposit any of the Collateral with any committee, depositary, transfer agent, registrar, or other designated agency upon such terms as Secured Party may determine; (viii) to all add or release any guarantor, indorser, surety, or other party to Craftmade International, Inc. Pledge Agreement 6 64 any of the Collateral or the obligations; (ix) to renew, extend, or otherwise change the terms and conditions of any of the Collateral or Obligations; (x) to insure any of the Collateral; (gxi) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent; and (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, Collateral as fully and completely as though the Collateral Agent Secured Party were the absolute owner of the Collateral thereof for all purposes; provided, howeverand from time to time to do, that nothing herein contained shall be construed as requiring at Secured Party's option and Pledgor's expense, all acts and things which Secured Party deems necessary to protect, preserve, or obligating realize upon the Collateral Agent or any Secured Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent or any and Secured Party's security interest therein; and (xii) to complete, execute and file with the SEC one or more notices of proposed sale of securities pursuant to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken or omitted to be taken by the Collateral Agent or any Secured Party with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor Rule 144. This power of any Grantor or to any claim or action against the Collateral Agent or any Secured Party. It attorney is understood and agreed that the appointment of the Collateral Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is a power coupled with an interest and is shall be irrevocable. The provisions of this Section Secured Party shall in be under no event relieve any Grantor duty to exercise or withhold the exercise of any of its obligations hereunder the rights, powers, privileges, and options expressly or under implicitly granted to Secured Party in this Agreement and shall not be liable for any other Loan Document with respect failure to the Collateral do so or any part thereof delay in doing so. Secured Party shall not be liable for any act or impose omission or for any obligation on the Collateral Agent error of judgment or any mistake of fact or law in its individual capacity or in its capacity as attorney-in-fact, including without limitation any negligent acts or omissions by Secured Party, except acts or omissions resulting from willful misconduct by Secured Party. This power of attorney is conferred on Secured Party solely to proceed protect, preserve, and realize upon its security interest in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by the Collateral Agent or any Secured Party of any other or further right which it may have on the date of this Agreement or hereafter, whether hereunder, under any other Loan Document, by law or otherwise.Collateral. Section 4.2

Power of Attorney. Each Grantor irrevocably makes, constitutes and appoints the Collateral Agent (and all officers, employees or agents designated by the Collateral Agent) as such Grantor's true and lawful agent and attorney-in-fact, and in such capacity the Collateral Agent shall have the right, with power of substitution for each Grantor and in each Grantor's name or otherwise, for the use and benefit of the Collateral Agent and the Secured Parties, upon the occurrence and during the continuance of an Event of Default (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to sign the name of any Grantor on any invoice or xxxx of lading relating to any of the Collateral; (d) to send verifications of Accounts Receivable to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent; and (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent or any Secured Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent or any Secured Party, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken or omitted to be taken by the Collateral Agent or any Secured Party with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Grantor or to any claim or action against the Collateral Agent or any Secured Party. It is understood and agreed that the appointment of the Collateral Agent as the agent and attorney-in-in- fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocableirrevocable during the term of this Agreement. The provisions of this Section shall in no event relieve any Grantor of any of its obligations hereunder or under any other Loan Document with respect to the Collateral or any part thereof or impose any obligation on the Collateral Agent or any Secured Party to proceed in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by the Collateral Agent or any Secured Party of any other or further right which it may have on the date of this Agreement or hereafter, whether hereunder, under any other Loan Document, by law or otherwise.

Power of Attorney. Each Grantor irrevocably makes, constitutes and appoints the Collateral Agent (and all officers, employees or agents designated by the Collateral Agent) as such Grantor's true and lawful agent and attorney-in-fact, and in such capacity the Collateral Agent shall have the right, with power of substitution for each Grantor and in each Grantor's name or otherwise, for the use and benefit of the Collateral Agent and the Secured Parties, upon the occurrence and during the continuance of an Event of Default (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to sign the name of any Grantor on any invoice or xxxx of lading relating to any of the Collateral; (d) to send verifications of Accounts Receivable Account Rights to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent; and (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent or any Secured Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent or any Secured Party, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken or omitted to be taken by the Collateral Agent or any Secured Party with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Grantor or to any claim or action against the Collateral Agent or any Secured Party. It is understood and agreed that the appointment of the Collateral Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The provisions of this Section shall in no event relieve any Grantor of any of its obligations hereunder or under any other Loan Document with respect to the Collateral or any part thereof or impose any obligation on the Collateral Agent or any Secured Party to proceed in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by the Collateral Agent or any Secured Party of any other or further right which it may have on the date of this Agreement or hereafter, whether hereunder, under any other Loan Document, by law or otherwise.

Power of Attorney. Each Grantor hereby irrevocably makes, constitutes and appoints the Collateral Administrative Agent (and all officers, employees or agents designated by the Collateral Agent) as such Grantor's its true and lawful agent and attorney-in-fact, and in such capacity the Collateral Administrative Agent shall have have, upon the occurrence and continuance of an Event of Default, without any further action required by or on behalf of any Grantor, the right, with full power of substitution for each substitution, in the name of such Grantor and in each Grantor's name or otherwise, for the use and benefit of the Collateral Administrative Agent and the other Secured Parties, upon the occurrence and during the continuance of an Event of Default Creditors: (ai) to receive, endorse, assign present, assign, deliver and/or deliver otherwise deal with any and all notes, acceptances, letters of credit, checks, drafts, money orders orders, or other evidences of payment relating to the Collateral of such Grantor or any part thereof; (bii) to demand, collect, receive payment of, and give receipt for and give discharges credits, allowances, discounts, discharges, releases and releases acquittances of and for any or all or any of the CollateralCollateral of such Grantor; (ciii) to sign the name of any such Grantor on any invoice or xxxx of lading relating to any of the CollateralCollateral of such Grantor; (div) to send verifications of any or all of the Accounts Receivable of such Grantor to any Account Debtorits account debtors; (ev) to commence and prosecute any and all suits, actions or proceedings at law or in equity in or before any court of competent jurisdiction or other tribunal (including any arbitration proceedings) to collect or otherwise realize on all or any of the Collateral of such Grantor, or to enforce any rights of such Grantor in respect of any of its Collateral; (fvi) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to any or all or any of the CollateralCollateral of such Grantor; (gvii) to notify, or to require any such Grantor to notifynotify or cause to be notified, Account Debtors its account debtors to make payment directly to the Collateral AgentAdministrative Agent or to a Controlled Deposit Account; and or (hviii) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with any or all or any of the CollateralCollateral of such Grantor, and to do all other acts and things necessary or appropriate to carry out the intent and purposes of this Agreement, as fully and completely as though the Collateral Administrative Agent were the absolute owner of the Collateral of such Grantor for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent or any Secured Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent or any Secured Party, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken or omitted to be taken by the Collateral Agent or any Secured Party with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Grantor or to any claim or action against the Collateral Agent or any Secured Party. It is understood and agreed that the appointment of the Collateral Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The provisions of this Section shall in no event relieve any Grantor of any of its obligations hereunder or under any other Loan Document with respect to the Collateral or any part thereof or impose any obligation on the Collateral Agent or any Secured Party to proceed in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by the Collateral Agent or any Secured Party of any other or further right which it may have on the date of this Agreement or hereafter, whether hereunder, under any other Loan Document, by law or otherwise.

Power of Attorney. SECTION 6.01. Each Grantor irrevocably makes, constitutes and appoints the Collateral Agent (and all officers, employees or agents designated by the Collateral Agent) as such Grantor's ’s true and lawful agent and attorney-in-fact, and in such capacity the Collateral Agent shall have the right, with power of substitution for each Grantor and in each Grantor's ’s name or otherwise, for the use and benefit of the Collateral Agent and the Secured Parties, upon the occurrence and during the continuance of an Event of Default (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to sign the name of any Grantor on any invoice or xxxx of lading relating to any of the Collateral; (d) to send verifications of Accounts Receivable to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent; and (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent or any Secured Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent or any Secured Party, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken or omitted to be taken by the Collateral Agent or any Secured Party with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Grantor or (unless such action is the result of gross negligence or willful misconduct) to any claim or action against the Collateral Agent or any Secured Party. It is understood and agreed that the appointment of the Collateral Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The provisions of this Section shall in no event relieve any Grantor of any of its obligations hereunder or under any other Loan Indenture Document with respect to the Collateral or any part thereof or impose any obligation on the Collateral Agent or any Secured Party to proceed in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by the Collateral Agent or any Secured Party of any other or further right which it may have on the date of this Agreement or hereafter, whether hereunder, under any other Loan Indenture Document, by law or otherwise. Notwithstanding anything in this Article VI to the contrary, the Collateral Agent agrees that it will not exercise any rights under the power of attorney provided for in this Article VI unless it does so in accordance with, and to the extent consistent with, the Intercreditor Agreement.

Power of Attorney. Each Grantor Debtor and Guarantor hereby irrevocably makes, constitutes and appoints the Collateral Agent Bank (and all any of its attorneys, officers, employees employees, or agents designated by the Collateral Agentagents) as such Grantor's its true and lawful agent and attorney-in-fact, and in such capacity the Collateral Agent shall have the rightsaid appointment being coupled with an interest, with full power of substitution for each Grantor and substitution, in each Grantor's the name of Debtor, Guarantor, Bank, or otherwise, for the sole use and benefit of Bank in its sole discretion, but at Debtor's and Guarantor’s expense, to exercise, to the Collateral Agent and extent permitted by law, in its name or in the Secured Partiesname of Debtor or Guarantor or otherwise, the powers set forth herein, whether or not any of the Obligations are due (a) upon the occurrence and during the continuance continuation of an Event of Default (a) as hereinafter defined), to receiveendorse the name of Debtor or Guarantor upon any instruments of payment, endorsefreight, assign and/or deliver any and all notesor express bixx, acceptancesbixx xf lading, checksstorage, drafts, money orders or other evidences of payment warehouse receipt relating to the Collateral or any part thereof; (b) and to demand, collect, receive payment of, give receipt for and give discharges and releases of settle, or adjust all or any of the Collateral; (b) upon the occurrence and during the continuation of an Event of Default (as hereinafter defined), to correspond and negotiate directly with insurance carriers; and (c) to sign the name of and file one or more financing statements and continuation statements naming Debtor or Guarantor as debtor and Bank as secured creditor and to execute any Grantor on notice, statement, instruments, agreement, or other paper that Bank may reasonably require to create, preserve, perfect, or validate any invoice or xxxx of lading relating to any of the Collateral; (d) to send verifications of Accounts Receivable to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral security interest granted pursuant hereto or to enable Bank to exercise or enforce any its rights in respect of any Collateral; (f) to settle, compromise, compound, adjust hereunder or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent; and (h) to use, sell, assign, transfer, pledge, make any agreement with respect to such security interest. Neither Bank nor its attorneys, officers, employees, or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained agents shall be construed as requiring or obligating the Collateral Agent or liable for any Secured Party to make act, omissions, any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent or any Secured Partyerror in judgment, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due mistake in respect thereof or any property covered thereby, and no action taken or omitted to be taken by the Collateral Agent or any Secured Party with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset fact in favor of any Grantor or to any claim or action against the Collateral Agent or any Secured Party. It is understood and agreed that the appointment of the Collateral Agent its/their capacity as the agent and attorney-in-fact of the Grantors for the purposes set forth above that is done in good faith. This power, being coupled with an interest interest, is irrevocable until the Obligations have been fully satisfied, except for acts, errors, and is irrevocable. The provisions of this Section shall in no event relieve any Grantor of any of its obligations hereunder mistakes amounting to negligence or under any other Loan Document with respect to the Collateral or any part thereof or impose any obligation on the Collateral Agent or any Secured Party to proceed in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by the Collateral Agent or any Secured Party of any other or further right which it may have on the date of this Agreement or hereafter, whether hereunder, under any other Loan Document, by law or otherwisemisconduct.

Power of Attorney. Each Grantor irrevocably makes, constitutes and appoints the Collateral Agent (and all officers, employees or agents designated by the Collateral Agent) as such Grantor's true and lawful agent and attorney-in-fact, and in such capacity the Collateral Agent shall have the right, with power of substitution for each Grantor and in each Grantor's name or otherwise, for the use and benefit of the Collateral Agent and the Secured Parties, upon the occurrence and during the continuance of an Event of Default (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to sign the name of any Grantor on any invoice or xxxx of lading relating to any of the Collateral; (d) to send verifications of Accounts Receivable to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent; and (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent or any Secured Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent or any Secured Party, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken or omitted to be taken by the Collateral Agent or any Secured Party with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Grantor or to any claim or action against the Collateral Agent or any Secured Party. It is understood and agreed that the appointment of the Collateral Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The provisions of this Section shall in no event relieve any Grantor of any of its obligations hereunder or under any other Loan Credit Document with respect to the Collateral or any part thereof or impose any obligation on the Collateral Agent or any Secured Party to proceed in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by the Collateral Agent or any Secured Party of any other or further right which it may have on the date of this Agreement or hereafter, whether hereunder, under any other Loan Credit Document, by law or otherwise.. Exhibit 10.2

Power of Attorney. Each Grantor of the officers of Agent is hereby irrevocably makesmade, constitutes constituted and appoints appointed the Collateral Agent (and all officers, employees or agents designated by the Collateral Agent) as such Grantor's true and lawful agent and attorney-in-fact, and in such capacity the Collateral Agent shall have the right, fact for each Credit Party (without requiring any of them to act as such) with full power of substitution for each Grantor to do the following (such power to be deemed coupled with an interest): (a) endorse the name of such Credit Party upon any and in each Grantor's name or otherwiseall checks, drafts, money orders and other instruments for the use payment of monies that are payable to such Credit Party and benefit constitute collections on the Collateral; (b) execute in the name of such Credit Party any schedules, assignments, instruments, documents and statements that such Credit Party is obligated to give Agent hereunder or that Agent deems is necessary to perfect Agent's security interest or Lien in the Collateral Agent Collateral; and the Secured Parties, upon (c) after the occurrence and during the continuance of an Event of Default Default, do such other and further lawful acts and deeds in the name of such Credit Party that Agent may reasonably deem necessary or desirable to enforce its rights with respect to any Collateral, including without limitation, to (a1) direct any party liable for any payment under any of the Collateral to receive, endorse, assign and/or deliver make payment of any and all notes, acceptances, checks, drafts, money orders moneys due or other evidences of payment relating to the Collateral become due thereunder directly to Agent or any part thereofas Agent shall direct; (b2) to demandask or demand for, collect, and receive payment ofof and receipt for, give receipt for any and give discharges all moneys, claims and releases other amounts due or to become due at any time in respect of all or arising out of any Collateral; (3) sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, notices and other documents in connection with any of the Collateral; (c4) to sign the name of any Grantor on any invoice or xxxx of lading relating to any of the Collateral; (d) to send verifications of Accounts Receivable to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or any portion thereof and to enforce any rights other right in respect of any Collateral; (f5) to settle, compromise, compound, adjust or defend any actionssuit, suits action or proceedings relating proceeding brought against any Credit Party with respect to all or any of the Collateral; (g6) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or releases as Agent may deem appropriate; (7) assign any Intellectual Property, throughout the world for such term or terms, on such conditions, and in such manner, as Agent shall in its sole discretion determine; (8) vote any right or interest with respect to notify, any Investment Property; (9) order good standing certificates and conduct lien searches in respect of such jurisdictions or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agentoffices as Agent may deem appropriate; and (h10) to use, generally sell, assign, transfer, pledge, pledge and make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, Collateral as fully and completely as though the Collateral Agent were the absolute owner of the Collateral thereof for all purposes; provided, howeverand do, that nothing herein contained shall be construed as requiring at Agent's option and at the Borrowers' expense, at any time, or obligating from time to time, all acts and things which Agent deems necessary to protect, preserve or realize upon the Collateral Agent or any Secured Party and Agent's security interests therein and to make any commitment or to make any inquiry as to effect the nature or sufficiency of any payment received by the Collateral Agent or any Secured Party, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken or omitted to be taken by the Collateral Agent or any Secured Party with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Grantor or to any claim or action against the Collateral Agent or any Secured Party. It is understood and agreed that the appointment of the Collateral Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The provisions intent of this Section shall in no event relieve Agreement, all as fully and effectively as any Grantor of any of its obligations hereunder or under any other Loan Document with respect to the Collateral or any part thereof or impose any obligation on the Collateral Agent or any Secured Credit Party to proceed in any particular manner with respect to the Collateral or any part thereofmight do. THE POWER-OF-ATTORNEY AND PROXY GRANTED HEREBY IS COUPLED WITH AN INTEREST AND SHALL BE VALID AND IRREVOCABLE UNTIL (X) THE OBLIGATIONS HAVE BEEN INDEFEASIBLY PAID IN FULL, or in any way limit the exercise by the Collateral Agent or any Secured Party of any other or further right which it may have on the date of this Agreement or hereafter(Y) AGENT AND LENDERS HAVE NO FURTHER OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, whether hereunderAND (Z) ANY COMMITMENTS HAVE EXPIRED OR HAVE BEEN TERMINATED (IT BEING UNDERSTOOD THAT ANY SUCH COMMITMENTS OR OBLIGATIONS WILL CONTINUE TO BE EFFECTIVE OR AUTOMATICALLY REINSTATED, under any other Loan DocumentAS THE CASE MAY BE, by law or otherwiseIF AT ANY TIME PAYMENT, IN WHOLE OR IN PART, OF ANY OF THE OBLIGATIONS IS RESCINDED OR MUST OTHERWISE BE RESTORED OR RETURNED BY AGENT OR ANY LENDER FOR ANY REASON, INCLUDING AS A PREFERENCE, FRAUDULENT CONVEYANCE OR OTHERWISE UNDER ANY BANKRUPTCY, INSOLVENCY OR SIMILAR LAW, ALL AS THOUGH SUCH PAYMENT HAD NOT BEEN MADE; IT BEING FURTHER UNDERSTOOD THAT IN THE EVENT PAYMENT OF ALL OR ANY PART OF THE OBLIGATIONS IS RESCINDED OR MUST BE RESTORED OR RETURNED, ALL REASONABLE OUT-OF-POCKET COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES AND DISBURSEMENTS) INCURRED BY AGENT IN DEFENDING AND ENFORCING SUCH REINSTATEMENT SHALL BE DEEMED TO BE INCLUDED AS A PART OF THE OBLIGATIONS). SUCH APPOINTMENT OF AGENT AS PROXY AND ATTORNEY-IN-FACT SHALL BE VALID AND IRREVOCABLE AS PROVIDED HEREIN NOTWITHSTANDING ANY LIMITATIONS TO THE CONTRARY SET FORTH IN THE CERTIFICATE OF INCORPORATION, CERTIFICATE OF FORMATION, ARTICLES OF ORGANIZATION, BY-LAWS, LIMITED LIABILITY COMPANY AGREEMENTS OR OTHER ORGANIZATIONAL DOCUMENTS OF ANY CREDIT PARTY.

Power of Attorney. Each Grantor irrevocably makes, constitutes and appoints the Collateral Agent (and all officers, employees or agents designated by the Collateral Agent) as such Grantor's ’s true and lawful agent and attorney-in-factfact (which appointments shall be irrevocable and coupled with an interest subject to the terms of this Agreement), and in such capacity the Collateral Agent shall have the right, with power of substitution for each Grantor and in each Grantor's ’s name or otherwise, for the use and benefit of the Collateral Agent and the relevant Secured Parties, upon the occurrence and during the continuance of an Event of Default Default, to take any action and to execute any instrument Collateral Agent may reasonably deem advisable to accomplish the purposes of this Agreement, including, without limitation, (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to sign the name of any Grantor on any invoice or xxxx of lading relating to any of the Collateral; (d) to send verifications of Accounts Receivable to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction jurisdiction, or to take any other action which Collateral Agent may deem necessary or desirable to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notify, or to require any Grantor to notify, notify Account Debtors to make payment directly to the Collateral Agent; and (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things reasonably necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent or any Secured Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent or any Secured Party, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys monies due or to become due in respect thereof or any property covered thereby, and no action taken or omitted to be taken by the Collateral Agent or any Secured Party with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Grantor or to any claim or action against the Collateral Agent or any Secured Party. It is understood and agreed that the appointment of the Collateral Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocableirrevocable subject to the terms of this Agreement. The provisions of this Section Article shall in no event relieve any Grantor of any of its obligations hereunder or under any other Loan Document with respect to the Collateral or any part thereof or impose any obligation on the Collateral Agent or any Secured Party to proceed in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by the Collateral Agent or any Secured Party of any other or further right which it they may have on the date of this Agreement or hereafter, whether hereunder, under any other Loan Document, by law or otherwise.

Power of Attorney. Each Grantor hereby irrevocably makes, constitutes and appoints the Collateral Agent (and all officers, employees or agents designated by the Collateral Agent) as such Grantor's its true and lawful agent and attorney-in-fact, and in such capacity the Collateral Agent shall have have, without any further action required by or on behalf of any Grantor, the right, with full power of substitution for each substitution, in the name of such Grantor and in each Grantor's name or otherwise, for the use and benefit of the Collateral Agent and the other Secured PartiesCreditors, upon after the occurrence of and during the continuance of an a Event of Default Default: (ai) to receive, endorse, assign present, assign, deliver and/or deliver otherwise deal with any and all notes, acceptances, letters of credit, checks, drafts, money orders orders, or other evidences of payment relating to the Collateral of such Grantor or any part thereof; (bii) to demand, collect, receive payment of, and give receipt for and give discharges credits, allowances, discounts, discharges, releases and releases acquittances of and for any or all or any of the CollateralCollateral of such Grantor; (ciii) to sign the name of any such Grantor on any invoice or xxxx of lading relating to any of the CollateralCollateral of such Grantor; (div) to send verifications of any or all of the Accounts Receivable of such Grantor to any its Account DebtorDebtors; (ev) to commence and prosecute any and all suits, actions or proceedings at law or in equity in or before any court of competent jurisdiction or other tribunal (including any arbitration proceedings) to collect or otherwise realize on all or any of the Collateral of such Grantor, or to enforce any rights of such Grantor in respect of any of its Collateral; (fvi) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to any or all or any of the CollateralCollateral of such Grantor; (gvii) to notify, or to require any such Grantor to notifynotify or cause to be notified, its Account Debtors to make payment directly to the Collateral AgentAgent or to a Controlled Deposit Account; and or (hviii) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with any or all or any of the CollateralCollateral of such Grantor, and to do all other acts and things necessary or appropriate to carry out the intent and purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral of such Grantor for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent or any other Secured Party Creditor to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent or any other Secured PartyCreditor, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken or omitted to be taken by the Collateral Agent or any other Secured Party Creditor with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Grantor or to any claim or action against the Collateral Agent or any other Secured PartyCreditor. It is understood and agreed that the appointment of the Collateral Agent as the agent and attorney-in-fact of each of the Grantors for the purposes set forth above is a presently effective appointment, is coupled with an interest sufficient at law and is irrevocable. The provisions of this Section shall in no event relieve any Grantor of any of its obligations hereunder under this Agreement or under any of the other Loan Document Secured Creditor Documents with respect to the Collateral or any part thereof or impose any obligation on the Collateral Agent or any other Secured Party Creditor to proceed in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by the Collateral Agent or any other Secured Party Creditor of any other or further right which it may have on the date of this Agreement or hereafter, whether hereunder, under any other Loan Secured Creditor Document, by law or otherwise.

Power of Attorney. Each Grantor irrevocably makes, constitutes and appoints the Collateral Agent (and all officers, employees or agents designated by the Collateral Agent) as such Grantor's true and lawful agent and attorney-in-fact, and in such capacity the Collateral Agent shall have the right, with power of substitution for each Grantor and in each Grantor's name or otherwise, for the use and benefit of the Collateral Agent and the Secured Parties, solely upon the occurrence and during the continuance of an Event of Default (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to sign the name of any Grantor on any invoice or xxxx of lading relating to any of the Collateral; (d) to send verifications of Accounts Receivable to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent; and (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes, in each case in a manner not inconsistent with the terms of this Agreement and on terms that are commercially reasonable and in compliance with any mandatory requirements of applicable law; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent or any Secured Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent or any Secured Party, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken or omitted to be taken by the Collateral Agent or any Secured Party with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Grantor or to any claim or action against the Collateral Agent or any Secured Party. It is understood and agreed that the appointment of the Collateral Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The provisions of this Section shall in no event relieve any Grantor of any of its obligations hereunder or under any other Loan Document with respect to the Collateral or any part thereof or impose any obligation on the Collateral Agent or any Secured Party to proceed in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by the Collateral Agent or any Secured Party of any other or further right which it may have on the date of this Agreement or hereafter, whether hereunder, under any other Loan Document, by law or otherwise.

Power of Attorney. Each Grantor irrevocably makes, constitutes and hereby appoints the Collateral Agent (Agent, and all each of its nominees, officers, employees or agents designated by agents, attorneys, and any other person whom the Collateral Agent) Agent may designate, as such Grantor's true and lawful agent and attorney-in-fact, with full power and in such capacity the Collateral Agent shall have the right, with power of substitution for each Grantor and in each Grantor's name or otherwise, for the use and benefit of the Collateral Agent and the Secured Parties, authority upon the occurrence and during the continuance continuation of an Event of a Default (a) to ask, demand, collect, receive, endorsereceipt for, assign and/or deliver xxx for, compound and give acquittance for any and all sums or properties which may be or become due, payable or distributable in respect of the Collateral or any a part thereof, with full power to settle, adjust or compromise any claim thereunder or therefor as fully as such Grantor could itself do, to endorse such Grantor's name on any assignments, stock powers, or other instruments of transfer and on any checks, notes, acceptances, checksmoney orders, drafts, money orders or drafts and any other evidences forms of payment relating or security that may come into the Agent's possession and on all documents of satisfaction, discharge or receipt required or requested in connection therewith, and, in its discretion, to the Collateral file any claim or take any part thereof; (b) to demandother action or proceeding, collect, receive payment of, give receipt for and give discharges and releases of all either in its own name or any of the Collateral; (c) to sign in the name of such Grantor, or otherwise, which the Agent or any Grantor on any invoice Lender may deem necessary or xxxx of lading relating to any of the Collateral; (d) to send verifications of Accounts Receivable to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction appropriate to collect or otherwise realize on upon all or any of the Collateral or to enforce any rights in respect of any Collateral; (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent; and (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any part of the Collateral, or effect a transfer thereof, or which may be necessary or appropriate to protect and preserve the right, title and interest of the Agent in and to do such Collateral and the security intended to be afforded hereby. Each Grantor hereby ratifies and approves all acts of any such attorney and agrees that neither the Agent nor any such attorney will be liable for any acts or omissions nor for any error of judgment or mistake of fact or law other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral than their gross negligence or willful misconduct. The Agent were the absolute owner may file one or more financing statements disclosing its security interest in all or any part of the Collateral for without a Grantor's signature appearing thereon, and each Grantor also hereby grants the Agent a power of attorney to execute any such financing statements, and any amendments or supplements thereto, on behalf of such Grantor without notice thereof to such Grantor. The foregoing powers of attorney, being coupled with an interest, are irrevocable until the Obligations have been fully paid and satisfied and all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating agreements of the Collateral Agent or any Secured Party Lender to make any commitment extend credit to or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent or any Secured Party, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken or omitted to be taken by the Collateral Agent or any Secured Party with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Grantor or to any claim or action against the Collateral Agent or any Secured Party. It is understood and agreed that the appointment of the Collateral Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The provisions account of this Section shall in no event relieve any either Grantor of any of its obligations hereunder under the Credit Agreement have expired or under any other Loan Document with respect to the Collateral or any part thereof or impose any obligation on the Collateral Agent or any Secured Party to proceed in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by the Collateral Agent or any Secured Party of any other or further right which it may otherwise have on the date of this Agreement or hereafter, whether hereunder, under any other Loan Document, by law or otherwisebeen terminated.

Power of Attorney. Each Grantor irrevocably makes, constitutes and appoints the Collateral Agent (and all officers, employees or agents designated by the Collateral Agent) as such Grantor's true and lawful agent and attorney-in-fact, and in such capacity the Collateral Agent shall have the right, with power of substitution for each Grantor and in each Grantor's name or otherwise, for the use and benefit of the Collateral Agent and the Secured Parties, upon the occurrence and during the continuance of an Event of Default (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to sign the name of any Grantor on any invoice or xxxx of lading relating to any of the Collateral; (d) to send verifications of Accounts Receivable to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent; and (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, however, provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent or any Secured Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent or any Secured Party, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken or omitted to be taken by the Collateral Agent or any Secured Party with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Grantor or to any claim or action against the Collateral Agent or any Secured Party. It is understood and agreed that the appointment of the Collateral Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The provisions of this Section shall in no event relieve any Grantor of any of its obligations hereunder or under any other Security Document, any Senior Loan Document, Indenture Document or the Collateral Sharing Agreement, with respect to the Collateral or any part thereof or impose any obligation on the Collateral Agent or any Secured Party to proceed in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by the Collateral Agent or any Secured Party of any other or further right which it may have on the date of this Agreement or hereafter, whether hereunder, under any other Security Document, any Senior Loan Document, Indenture Document or the Collateral Sharing Agreement, by law or otherwise.

Power of Attorney. Each Grantor irrevocably makes, constitutes and appoints the Collateral Agent (and all officers, employees or agents designated by the Collateral Agent) as such Grantor's true and lawful agent and attorney-in-fact, and in such capacity the Collateral Agent shall have the right, with power of substitution for each Grantor and in each Grantor's name or otherwise, for the use and benefit of the Collateral Agent and the Secured Parties, upon the occurrence and during the continuance of an Event of Default (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to sign the name of any Grantor on any invoice or xxxx of lading relating to any of the Collateral; (d) to send verifications of Accounts Receivable to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction that the Collateral Agent reasonably deems necessary to collect or otherwise realize on all or any of the Collateral or to enforce any rights of the Collateral Agent (on behalf of the Secured Parties) in respect of any Collateral; (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the CollateralCollateral as the Collateral Agent deems reasonably necessary to realize upon the Collateral or protect its rights therein; (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent; and (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes, and to do all other acts and things that the Collateral Agent reasonably deems necessary to carry out the purposes of this Agreement; providedPROVIDED, howeverHOWEVER, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent or any Secured Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent or any Secured Party, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken or omitted to be taken by the Collateral Agent or any Secured Party with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Grantor or to any claim or action against the Collateral Agent or any Secured Party. It is understood and agreed that the appointment of the Collateral Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The provisions of this Section shall in no event relieve any Grantor of any of its obligations hereunder or under any other Loan Document with respect to the Collateral (other than the exercise of reasonable care in the custody of any Collateral in its possession and the accounting for moneys actually received by it) or any part thereof or impose any obligation on the Collateral Agent or any Secured Party to proceed in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by the Collateral Agent or any Secured Party of any other or further right which it may have on the date of this Agreement or hereafter, whether hereunder, under any other Loan Document, by law or otherwise. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own bad faith, gross negligence or willful misconduct.

Power of Attorney. Each Grantor irrevocably makesIn addition to the other powers granted ----------------- the Secured Party by the Pledgor under the Collateral Documents, constitutes and the Pledgor hereby appoints the Collateral Agent (and all officers, employees or agents designated by the Collateral Agent) as such Grantor's true and lawful agent and attorney-in-fact, and in such capacity the Collateral Agent shall have the right, with power of substitution for each Grantor and in each Grantor's name or otherwise, for the use and benefit of the Collateral Agent and the Secured Parties, upon the occurrence and during the continuance of an Event of Default (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to sign the name of any Grantor on any invoice or xxxx of lading relating to any of the Collateral; (d) to send verifications of Accounts Receivable to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent; and (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent or any Secured Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent or any Secured Party, or to present or file and any claim or notice, or to take any action with respect to other Person that the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken or omitted to be taken by the Collateral Agent or any Secured Party with respect to the Collateral or any part thereof shall give rise to any defensemay designate, counterclaim or offset in favor of any Grantor or to any claim or action against the Collateral Agent or any Secured Party. It is understood and agreed that the appointment of the Collateral Agent as the agent and Pledgor's attorney-in-fact to act, in the name, place and stead of the Grantors Pledgor in any way in which the Pledgor itself could do, with respect to each of the following during an Event of Default: (a) endorsing the Pledgor's name on (i) any checks, notes, acceptances, money orders, drafts or other forms of payment, (ii) any proxies, documents, instruments, notices, freight bills, bills of lading or other documents or agreements relating to the Collateral, (iii) notices of assignment, financing statements and other public records, and endorsing and depositing, or causing to be deposited, for collection, presenting, drawing upon or under, or otherwise taking action to realize upon, all instruments, chattel paper, securities, letters of credit and documents constituting part of the Collateral for the purposes set forth above is coupled purpose of holding and disposing of the proceeds thereof in accordance with an interest and is irrevocable. The provisions the terms of this Section shall in no event relieve Agreement; (b) claiming for, adjusting, and instituting legal proceedings to collect, any Grantor amounts payable under insurance, and applicable loss payable endorsements, required to be maintained under any of the Collateral Documents; (c) taking any actions or exercising any rights, powers or privileges that the Pledgor is entitled to take or exercise and that, under the terms of any of its obligations hereunder the Collateral Documents, the Secured Party is authorized to take or exercise; (d) doing or causing to be done any or all things necessary or, in the determination of the Secured Party, desirable to observe or perform the terms, conditions, covenants and agreements to be observed or performed by the Pledgor under any other Loan Document the Collateral Documents and otherwise to carry out the provisions of the Collateral Documents; and (e) notifying the post office authorities to change the address for delivery of the Pledgor's mail to an address designated by the Secured Party, and receiving, opening and disposing of all mail addressed to the Pledgor (with respect all mail not constituting, evidencing or relating to the Collateral or any part thereof or impose any obligation on to be forwarded by the Collateral Agent or any Secured Party to proceed in any particular manner with respect the Pledgor). The Pledgor hereby ratifies and approves all acts of the attorney pursuant to the Collateral or foregoing other than any part thereof, or in any way limit the exercise acts that are determined by the Collateral Agent or any Secured Party a judgment of any other or further right which it may have a court that is binding on the date of this Agreement Pledgor to constitute gross negligence or hereafter, whether hereunder, under any other Loan Document, by law or otherwisewillful misconduct.

Power of Attorney. Each Grantor irrevocably makes(a) In addition to and without limiting any other rights or powers of the Collateral Agent otherwise set forth and not prohibited herein or in any other Credit Document, constitutes and the Borrower hereby appoints the Collateral Agent (and all officersany officer or agent thereof, employees or agents designated by as the Collateral Agent) as such Grantor's Borrower’s true and lawful agent and attorney-in-factfact for the purpose of carrying out the provisions of this Security Agreement and each other Credit Document and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof or thereof, in each case (unless otherwise specified herein or therein) upon the occurrence and during the continuance of an Event of Default and subject to the terms of Section 6.01 of the Seller Security Agreement and Section 7.02 of the Credit Agreement, which appointment is irrevocable and coupled with an interest, and in such capacity without limiting the generality of the foregoing, the Collateral Agent shall have the right, with power of substitution for each Grantor the Borrower and in each Grantor's the Borrower’s name or otherwise, for the use and benefit of the Collateral Agent and the other Secured Parties, in each case (unless otherwise specified herein or therein) upon the occurrence and during the continuance of an Event of Default Default, to: (ai) to receive, endorse, assign and/or deliver all instruments or documents relating to the Collateral and any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereofCollateral; (bii) to demand, collect, receive payment of, give receipt for for, and give discharges and releases of all or of, any of the such Collateral; (ciii) to sign the name of any Grantor on any invoice or xxxx of lading relating to any of the Collateral; (d) to send verifications of Accounts Receivable to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any the Collateral; (fiv) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the such Collateral; (gv) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent; and (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the such Collateral, (vi) exercise all other rights, powers, privileges and remedies to which the owner of the Collateral would be entitled, and (vii) subject to the terms of Section 6.01 of the Seller Security Agreement and Section 7.02 of the Credit Agreement, do all other acts and things necessary or desirable to carry out the purposes of this AgreementSecurity Agreement and the other Credit Documents, as fully and completely as though the Collateral Agent were the absolute owner of the such Collateral for all purposes; provided, however, that nothing herein contained shall be construed as permitting the Collateral Agent to take any action prohibited hereunder or under any other Credit Document or requiring or obligating the Collateral Agent or any other Secured Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent or any other Secured Party, or to present or file any claim or notice, or to take any action with respect to any of the Collateral or any part thereof or the moneys monies due or to become due in respect thereof or any property covered thereby, and no action taken or omitted to be taken by the Collateral Agent or any other Secured Party with respect to any of the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Grantor the Borrower or to any claim or action against the Collateral Agent or any other Secured Party. It is understood This power of attorney has been granted to secure the Borrower’s obligations under this Security Agreement and agreed that to safeguard the appointment rights of the Secured Parties and the Collateral Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The provisions of this Section shall in no event relieve any Grantor of any of its obligations hereunder or under any other Loan Document with respect to the Collateral or any part thereof or impose any obligation on the Collateral Agent or any Secured Party to proceed in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by the Collateral Agent or any Secured Party of any other or further right which it may have on the date of under this Agreement or hereafter, whether hereunder, under any other Loan Document, by law or otherwiseSecurity Agreement.

Power of Attorney. Each Grantor irrevocably makes, constitutes and appoints the Collateral Agent (and all officers, employees or agents designated by the Collateral Agent) as such Grantor's true and lawful agent and attorney-in-fact, and in such capacity the Collateral Agent shall have the right, with power of substitution for each Grantor and in each Grantor's name or otherwise, for the use and benefit of the Collateral Agent and the Secured Parties, upon the occurrence and during the continuance of an Event of Default (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to sign the name of any Grantor on any invoice or xxxx of lading relating to any of the Collateral; (d) to send verifications of Accounts Receivable to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent; and (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent or any Secured Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent or any Secured Party, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken or omitted to be taken by the Collateral Agent or any Secured Party with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Grantor or to any claim or action against the Collateral Agent or any Secured Party. It is understood and agreed that the appointment of the Collateral Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The provisions of this Section shall in no event relieve any Grantor of any of its obligations hereunder or under any other Loan Reimbursement Document with respect to the Collateral or any part thereof or impose any obligation on the Collateral Agent or any Secured Party to proceed in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by the Collateral Agent or any Secured Party of any other or further right which it may have on the date of this Agreement or hereafter, whether hereunder, under any other Loan Reimbursement Document, by law or otherwise.

Power of Attorney. Each Grantor irrevocably makes, constitutes and appoints the Note Collateral Agent for the benefit of the Note Secured Parties (and all officers, employees or agents designated by the Note Collateral Agent) as such Grantor's true and lawful agent and attorney-in-fact, and in such capacity the Note Collateral Agent shall have the right, with power of substitution for each Grantor and in each Grantor's name or otherwise, for the use and benefit of the Note Collateral Agent and for the benefit of the Note Secured Parties, upon the occurrence and during the continuance of an Event of Default (as defined in the Notes) (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to sign the name of any Grantor on any invoice or xxxx of lading relating to any of the Collateral; (d) to send verifications of Accounts Receivable to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Note Collateral AgentAgent for the benefit of the Note Secured Parties; and (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Note Collateral Agent for the benefit of the Note Secured Parties, were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Note Collateral Agent or any Secured Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Note Collateral Agent or any Secured PartyAgent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken or omitted to be taken by the Note Collateral Agent or any Secured Party with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Grantor or (unless such action is the result of gross negligence or willful misconduct) to any claim or action against the Note Collateral Agent or any Secured PartyAgent. It is understood and agreed that the appointment of the Note Collateral Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The provisions of this Section shall in no event relieve any Grantor of any of its obligations hereunder or under any other Loan Document Financing Documents with respect to the Collateral or any part thereof or impose any obligation on the Note Collateral Agent or any Secured Party to proceed in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by the Note Collateral Agent or any Secured Party of any other or further right which it may have on the date of this Agreement or hereafter, whether hereunder, under any other Loan DocumentNotes, by law Law or otherwise.

Power of Attorney. Each Grantor irrevocably makes, constitutes and appoints the Collateral Agent (and all officers, employees or agents designated by the Collateral Agent) as such Grantor's ’s true and lawful agent and attorney-in-factfact (which appointments shall be irrevocable and coupled with an interest subject to the terms of this Agreement), and in such capacity the Collateral Agent shall have the rightright but not the obligation, with power of substitution for each Grantor and in each Grantor's ’s name or otherwise, for the use and benefit of the Collateral Agent and the relevant Secured Parties, upon the occurrence and during the continuance of an Event of Default Default, to take any action and to execute any instrument Collateral Agent may reasonably deem advisable to accomplish the purposes of this Agreement, including, without limitation, (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to sign the name of any Grantor on any invoice or xxxx of lading relating to any of the Collateral; (d) to send verifications of Accounts Receivable to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction jurisdiction, or to take any other action which Collateral Agent may deem necessary or desirable to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notify, or to require any Grantor to notify, notify Account Debtors to make payment directly to the Collateral Agent; and (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things reasonably necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent or any Secured Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent or any Secured Party, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys monies due or to become due in respect thereof or any property covered thereby, and no action taken or omitted to be taken by the Collateral Agent or any Secured Party with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Grantor or to any claim or action against the Collateral Agent or any Secured Party. It is understood and agreed that the appointment of the Collateral Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocableirrevocable subject to the terms of this Agreement. The provisions of this Section Article shall in no event relieve any Grantor of any of its obligations hereunder or under any other Loan Notes Document with respect to the Collateral or any part thereof or impose any obligation on the Collateral Agent or any Secured Party to proceed in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by the Collateral Agent or any Secured Party of any other or further right which it they may have on the date of this Agreement or hereafter, whether hereunder, under any other Loan Notes Document, by law or otherwise.

Power of Attorney. Each Grantor irrevocably makesUpon the occurrence and continuation of an Event of Default, constitutes Borrower does hereby make, constitute and appoints the Collateral Agent (and all officers, employees appoint any officer or agents designated by the Collateral Agent) agent of Lender as such Grantor's Borrower’s true and lawful agent and attorney-in-fact, and in such capacity the Collateral Agent shall have the right, with full power of substitution for each Grantor and in each Grantor's name or otherwise, for the use and benefit of the Collateral Agent and the Secured Parties, upon the occurrence and during the continuance of an Event of Default substitution: (a) to receiveendorse the name of Borrower or any of its members, endorse, assign and/or deliver officers or agents upon any and all notes, acceptances, checks, drafts, money orders orders, or other evidences instruments of payment relating (including under any policy of insurance on Collateral) or Collateral that may come into possession of Lender in full or part payment of any amounts owing to the Collateral or any part thereofLender; (b) to demand, collect, receive payment of, give receipt for sign and give discharges and releases endorse the name of all Borrower or any of the Collateralits officers or agents upon any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with Accounts, and any instruments or documents relating thereto or to Borrower’s rights therein; (c) to sign the name of any Grantor on any invoice or xxxx of lading relating give written notice to any such offices and officials of the CollateralUnited States Postal Service to effect such change or changes of address so that all mail addressed to Borrower may be delivered directly to Lender; (d) to send verifications take any and all other actions necessary or appropriate to collect, compromise, settle, sell or otherwise deal with any or all of Accounts Receivable to any Account Debtor; the Collateral or proceeds thereof, and (e) to commence obtain, adjust, settle and prosecute cancel any insurance referred to in Section 7.2; hereby granting to each said substitute full power to do any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent; and (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary or appropriate to carry out be done in and about the purposes of this Agreement, premises as fully and completely effectively as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring Borrower might or obligating the Collateral Agent or any Secured Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent or any Secured Party, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered therebycould do, and no action taken or omitted to be taken by the Collateral Agent or hereby ratifying all that any Secured Party with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Grantor or to any claim or action against the Collateral Agent or any Secured Party. It is understood and agreed that the appointment of the Collateral Agent as the agent and said attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The provisions of this Section or his substitute shall in no event relieve any Grantor of any of its obligations hereunder lawfully do or under any other Loan Document with respect cause to the Collateral or any part thereof or impose any obligation on the Collateral Agent or any Secured Party to proceed in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise be done by the Collateral Agent or any Secured Party of any other or further right which it may have on the date of this Agreement or hereafter, whether hereunder, under any other Loan Document, by law or otherwisevirtue hereof.

Power of Attorney. Each Grantor irrevocably makesPreferred authorizes the Secured Party, constitutes and appoints does hereby make, constitute and appoint the Collateral Agent (Secured Party and all its officers, employees agents, successors or agents designated by the Collateral Agent) assigns with full power of substitution, as such Grantor's Preferred’s true and lawful agent and attorney-in-fact, and with power, in such capacity the Collateral Agent shall have the right, with power of substitution for each Grantor and in each Grantor's name or otherwise, for the use and benefit of the Collateral Agent and the Secured PartiesParty or Preferred, upon the occurrence and during the continuance of an Event of Default to (a) to receive, endorse, assign and/or deliver endorse any and all notes, acceptancesnote, checks, drafts, money orders or other evidences instruments of payment relating to (including payments payable under or in respect of any policy of insurance) in respect of the Collateral or any part thereofthat may come into possession of the Secured Party; (b) sign and endorse any financing statement pursuant to demand, collect, receive payment of, give receipt for and give discharges and releases of all the UCC or any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (c) to sign the name of any Grantor on any invoice or xxxx of lading relating to any demand, collect, receipt for, compromise, settle and xxx for monies due in respect of the Collateral; and (d) generally, at the option of the Secured Party, and at the expense of Preferred, at any time, or from time to send verifications of Accounts Receivable to any Account Debtor; (e) to commence time, execute and prosecute deliver any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent; documents and (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, instruments and to do all other acts and things which the Secured Party deems necessary to carry out protect, preserve and realize upon the purposes Collateral and the Security Interest granted therein in order to effect the intent of this Agreement, Agreement and the Note all as fully and completely effectually as though the Collateral Agent were the absolute owner of the Collateral for Preferred might or could do; and Preferred hereby ratifies all purposes; provided, however, that nothing herein contained said attorney shall be construed as requiring lawfully do or obligating the Collateral Agent or any Secured Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent or any Secured Party, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken or omitted cause to be taken done by the Collateral Agent or any Secured Party with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor virtue hereof. This power of any Grantor or to any claim or action against the Collateral Agent or any Secured Party. It is understood and agreed that the appointment of the Collateral Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above attorney is coupled with an interest and is irrevocable. The provisions of this Section shall in no event relieve any Grantor of any of its obligations hereunder or under any other Loan Document with respect to be irrevocable for the Collateral or any part thereof or impose any obligation on the Collateral Agent or any Secured Party to proceed in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by the Collateral Agent or any Secured Party of any other or further right which it may have on the date term of this Agreement and thereafter as long as any of the Obligations shall be outstanding. The designation set forth herein shall be deemed to amend and supersede any inconsistent provision in the Organizational Documents or hereafter, whether hereunder, under any other Loan Document, by law documents or otherwiseagreements to which Preferred is subject or to which Preferred is a party.