Common use of Powers of Secured Party Clause in Contracts

Powers of Secured Party. Debtor appoints Secured Party its true attorney-in-fact to perform any of the following powers, which are coupled with an interest, are irrevocable until termination of this Agreement and may be exercised from time to time by Secured Party’s officers, employees or agents, or any of them, whether or not an Event of Default has occurred: (i) to liquidate any certificate of deposit pledged to Secured Party hereunder prior to its maturity date and to apply the proceeds thereof to payment of the Obligations or hold such proceeds as part of the Collateral, notwithstanding the fact that such liquidation may give rise to penalties for early withdrawals of funds; (ii) to sell, exchange or otherwise dispose of any portion of the Collateral if Secured Party deems such transaction reasonably necessary to preserve the value of its security interest, and to apply the proceeds thereof to payment of the Obligations, to hold such proceeds as part of the Collateral or to use such proceeds to purchase similar items of Collateral that Secured Party, in its sole discretion, deems necessary or advisable to preserve the value of its security interest; (iii) to notify any person obligated on any security, instrument or other document subject to this Agreement of Secured Party’s rights hereunder; (iv) to collect by legal proceedings or otherwise all dividends, interest, principal or other sums now or hereafter payable upon or on account of the Collateral; (v) to enter into any extension, reorganization, deposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral or proceeds, and in connection therewith to deposit or surrender control of the Collateral, accept other property in exchange for the Collateral, and do and perform such acts and things as Secured Party may deem proper, and any money or property received in exchange for the Collateral may be applied to the Obligations or held by Secured Party under this Agreement; (vi) to make any compromise or settlement Secured Party deems necessary, desirable or proper in respect of the Collateral; (vii) to insure, process and preserve the Collateral; and (viii) to perform any obligation of Debtor under this Agreement, in Debtor’s name or otherwise. To effect the purposes of this Agreement, or otherwise upon instructions of Debtor, Secured Party may cause the Collateral to be transferred to Secured Party’s name or the name of Secured Party’s nominee.

Powers of Secured Party. Debtor appoints Secured Party its true attorney-in-fact fact, effective upon any Event of Default, to perform any of the following powers, which are coupled with an interest, are irrevocable until termination of this Agreement and may be exercised from time to time by Secured Party’s ' officers, employees or agents, or any of them, whether or not an Event of Default has occurred: (i) to liquidate any certificate of deposit pledged to Secured Party hereunder prior to its maturity date and to apply the proceeds thereof to payment of the Obligations or hold such proceeds as part of the Collateral, notwithstanding the fact that such liquidation may give rise to penalties for early withdrawals of funds; (ii) to sell, exchange or otherwise dispose of any portion of the Collateral if Secured Party deems such transaction reasonably necessary to preserve the value of its security interest, and to apply the proceeds thereof to payment of the Obligations, to hold such proceeds as part of the Collateral or to use such proceeds to purchase similar items of Collateral that Secured Party, in its sole discretion, deems necessary or advisable to preserve the value of its security interest; (iii) to notify any person obligated on any security, instrument or other document subject to this Agreement of Secured Party’s ' rights hereunder; (iv) to collect by legal proceedings or otherwise all dividends, interest, principal or other sums now or hereafter payable upon or on account of the Collateral; (v) to enter into any extension, reorganization, deposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral or proceeds, and in connection therewith to deposit or surrender control of the Collateral, accept other property in exchange for the Collateral, and do and perform such acts and things as Secured Party may deem proper, and any money or property received in exchange for the Collateral may shall be applied to the Obligations or held by Secured Party under this AgreementObligations; (vi) to make any compromise or settlement Secured Party deems deem necessary, desirable or proper in respect of the Collateral; (vii) to insure, process and preserve the Collateral; and (viii) to perform any obligation of Debtor under this Agreement, in Debtor’s 's name or otherwise. To effect the purposes of this Agreement, or otherwise upon instructions of Debtor, Secured Party may cause the Collateral to be transferred to Secured Party’s name or the name of Secured Party’s nominee.

Powers of Secured Party. Debtor Grantor appoints Secured Party its true attorney-in-attorney in fact to perform any of the following powers, which are coupled with an interest, are irrevocable until termination of this Agreement and may be exercised from time to time during the continuance of an Event of Default by Secured Party’s officers, employees or agents's officers and employees, or any of them, whether or not an Event of Default has occurred: (ia) to liquidate perform any certificate obligation of deposit pledged to Secured Party Grantor hereunder prior to its maturity date and to apply the proceeds thereof to payment of the Obligations in Grantor's name or hold such proceeds as part of the Collateral, notwithstanding the fact that such liquidation may give rise to penalties for early withdrawals of fundsotherwise; (ii) to sell, exchange or otherwise dispose of any portion of the Collateral if Secured Party deems such transaction reasonably necessary to preserve the value of its security interest, and to apply the proceeds thereof to payment of the Obligations, to hold such proceeds as part of the Collateral or to use such proceeds to purchase similar items of Collateral that Secured Party, in its sole discretion, deems necessary or advisable to preserve the value of its security interest; (iiib) to notify any person obligated on any security, instrument or other document subject to this Agreement of Secured Party’s 's rights hereunder; (ivc) to collect by legal proceedings or otherwise all dividends, interest, principal or other sums now or hereafter payable upon or on account of the CollateralCollateral or Proceeds; (vd) to enter into any extension, modification, reorganization, deposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral or proceedsProceeds, and in connection therewith to deposit or surrender control of the CollateralCollateral and Proceeds, to accept other property in exchange for the CollateralCollateral and Proceeds, and to do and perform such acts and things as Secured Party may deem proper, and with any money or property received in exchange for the C-750SA_ALL.docx (08/22) -7- US_ACTIVE\123471302\V-2 Collateral may or Proceeds, at Secured Party's option, to be applied to the Obligations Indebtedness or held by Secured Party under this Agreement; (vie) to make any compromise or settlement Secured Party deems necessary, desirable or proper in respect of the CollateralCollateral and Proceeds; (viif) to insure, process and preserve the CollateralCollateral and Proceeds; (g) to exercise all rights, powers and remedies which Grantor would have, but for this Agreement, with respect to all Collateral and Proceeds subject hereto; and (viiih) to perform any obligation do all acts and things and execute all documents in the name of Debtor under this Agreement, in Debtor’s name Grantor or otherwise, deemed by Secured Party as necessary, proper and convenient in connection with the preservation, perfection or enforcement of its rights hereunder. To effect the purposes of this Agreement, Agreement or otherwise upon instructions of DebtorGrantor, or any of them, Secured Party may cause the any Collateral and/or Proceeds to be transferred to Secured Party’s 's name or the name of Secured Party’s 's nominee. If an Event of Default has occurred and is continuing, any or all Collateral and/or Proceeds consisting of securities may be registered, without notice, in the name of Secured Party or its nominee, and thereafter Secured Party or its nominee may exercise, without notice, all voting and corporate rights at any meeting of the shareholders of the issuer thereof, any and all rights of conversion, exchange or subscription, or any other rights, privileges or options pertaining to such Collateral and/or Proceeds, all as if it were the absolute owner thereof. The foregoing shall include, without limitation, the right of Secured Party or its nominee to exchange, at its discretion, any and all Collateral and/or Proceeds upon the merger, consolidation, reorganization, recapitalization or other readjustment of the issuer thereof, or upon the exercise by the issuer thereof or Secured Party of any right, privilege or option pertaining to any shares of the Collateral and/or Proceeds, and in connection therewith, the right to deposit and deliver any and all of the Collateral and/or Proceeds with any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as Secured Party may determine. All of the foregoing rights, privileges or options may be exercised without liability on the part of Secured Party or its nominee except to account for property actually received by Secured Party. Secured Party shall have no duty to exercise any of the foregoing, or any other rights, privileges or options with respect to the Collateral or Proceeds and shall not be responsible for any failure to do so or delay in so doing.

Powers of Secured Party. Secured Party may, from time to time, at its option (but shall have no duty to): (a) perform any agreement of Debtor hereunder that Debtor shall have failed to perform; (b) take any other action which Secured Party deems necessary or desirable for the preservation of the Collateral or Secured Party's interest therein and the carrying out of this Agreement, including without limiting the generality of the foregoing: (i) any action to collect or realize upon the Collateral; (ii) the discharge of taxes, liens, security interests or other encumbrances at any time levied or placed on the Collateral; or (iii) the discharge or keeping current of any obligation of Debtor having effect on the Collateral; or (iv) receiving, endorsing and collecting all checks and other orders for the payment of money made payable to Debtor representing any dividend, interest payment or other distribution payable or distributable in respect of the Collateral or any part thereof, and to give full discharge for the same; (c) file, or cause to be filed, photocopies or carbon copies of any financing statement respecting any right of Secured Party in the Collateral, and any such photocopy or carbon copy of the signature of Debtor on such photocopy or carbon copy shall be deemed an original for purposes of such filing. Debtor hereby authorizes Secured Party to sign financing statements on Debtor's behalf to be filed in all jurisdictions in which such authorization is permitted; and (d) (without limiting any other provision hereof) request that any uncertificated securities or deposits constituting Collateral hereunder be delivered to it in definitive form. Upon receipt of such request from Secured Party, Debtor will immediately take all steps (including, without limitation, the payment by Debtor of all costs and expenses of issuance and transfer) required to cause such uncertificated securities or deposits to be issued and delivered in definitive form to Secured Party, together with any and all documents (executed in blank) required to effect the transfer of definitive securities or deposits in definitive form to Secured Party. The parties expressly agree that such securities or deposits when issued in definitive form shall continue to constitute Collateral for purposes of this Agreement. Debtor hereby appoints Secured Party its true as Debtor's attorney-in-fact to perform any of the following powersfact, which are appointment is and shall be deemed to be irrevocable and coupled with an interest, are irrevocable until termination for purposes of performing acts and signing and delivering any agreement, document, or instrument, on behalf of Debtor in accordance with this Agreement and may be exercised from time to time Section. Debtor immediately will reimburse Secured Party for all expenses so incurred by Secured Party’s officers, employees or agents, or any of them, whether or not an Event of Default has occurred: (i) to liquidate any certificate of deposit pledged to Secured Party hereunder prior to its maturity date and to apply together with interest thereon at the proceeds thereof to payment of interest rates specified in the Obligations or hold such proceeds as part of the Collateral, notwithstanding the fact that such liquidation may give rise to penalties for early withdrawals of funds; (ii) to sell, exchange or otherwise dispose of any portion of the Collateral if Secured Party deems such transaction reasonably necessary to preserve the value of its security interest, and to apply the proceeds thereof to payment of the Obligations, to hold such proceeds as part of the Collateral or to use such proceeds to purchase similar items of Collateral that Secured Party, in its sole discretion, deems necessary or advisable to preserve the value of its security interest; (iii) to notify any person obligated on any security, instrument or other document subject to this Agreement of Secured Party’s rights hereunder; (iv) to collect by legal proceedings or otherwise all dividends, interest, principal or other sums now or hereafter payable upon or on account of the Collateral; (v) to enter into any extension, reorganization, deposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral or proceeds, and in connection therewith to deposit or surrender control of the Collateral, accept other property in exchange for the Collateral, and do and perform such acts and things as Secured Party may deem proper, and any money or property received in exchange for the Collateral may be applied to the Obligations or held by Secured Party under this Loan Agreement; (vi) to make any compromise or settlement Secured Party deems necessary, desirable or proper in respect of the Collateral; (vii) to insure, process and preserve the Collateral; and (viii) to perform any obligation of Debtor under this Agreement, in Debtor’s name or otherwise. To effect the purposes of this Agreement, or otherwise upon instructions of Debtor, Secured Party may cause the Collateral to be transferred to Secured Party’s name or the name of Secured Party’s nominee.

Powers of Secured Party. Debtor appoints Secured Party its true ----------------------- attorney-in-fact to perform any of the following powers, which are coupled with an interest, are irrevocable until termination of this Agreement and may be exercised from time to time by Secured Party’s 's officers, employees or agents, or any of them, whether or not an Event of Default has occurred: (i) to liquidate any certificate of deposit pledged to Secured Party hereunder prior to its maturity date and to apply the proceeds thereof to payment of the Obligations or hold such proceeds as part of the Collateral, notwithstanding the fact that such liquidation may give rise to penalties for early withdrawals of funds; (ii) to sell, exchange or otherwise dispose of any portion of the Collateral if Secured Party deems such transaction reasonably necessary to preserve the value of its security interest, and to apply the proceeds thereof to payment of the Obligations, to hold such proceeds as part of the Collateral or to use such proceeds to purchase similar items of Collateral that Secured Party, in its sole discretion, deems necessary or advisable to preserve the value of its security interest; (iii) to notify any person obligated on any security, instrument or other document subject to this Agreement of Secured Party’s 's rights hereunder; (iv) to collect by legal proceedings or otherwise all dividends, interest, principal or other sums now or hereafter payable upon or on account of the Collateral; (v) to enter into any extension, reorganization, deposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral or proceeds, and in connection therewith to deposit or surrender control of the Collateral, accept other property in exchange for the Collateral, and do and perform such acts and things as Secured Party may deem proper, and any money or property received in exchange for the Collateral may be applied to the Obligations or held by Secured Party under this Agreement; (vi) to make any compromise or settlement Secured Party deems necessary, desirable or proper in respect of the Collateral; (vii) to insure, process and preserve the Collateral; and (viii) to perform any obligation of Debtor under this Agreement, in Debtor’s 's name or otherwise. To effect the purposes of this Agreement, or otherwise upon instructions of Debtor, Secured Party may cause the Collateral to be transferred to Secured Party’s 's name or the name of Secured Party’s 's nominee.

Powers of Secured Party. Debtor Pledgor appoints Secured Party its true attorney-in-attorney in fact to perform any of the following powers, which are coupled with an interest, are irrevocable until termination of this Agreement and may be exercised from time to time by Secured Party’s officers, employees or agents, or any of them, whether or not an Event of Default has occurred: (iwhich a) to liquidate perform any certificate obligation of deposit pledged to Secured Party Pledgor hereunder prior to its maturity date and to apply the proceeds thereof to payment of the Obligations in Pledgor's name or hold such proceeds as part of the Collateral, notwithstanding the fact that such liquidation may give rise to penalties for early withdrawals of fundsotherwise; (ii) to sell, exchange or otherwise dispose of any portion of the Collateral if Secured Party deems such transaction reasonably necessary to preserve the value of its security interest, and to apply the proceeds thereof to payment of the Obligations, to hold such proceeds as part of the Collateral or to use such proceeds to purchase similar items of Collateral that Secured Party, in its sole discretion, deems necessary or advisable to preserve the value of its security interest; (iiib) to notify any person obligated on any security, instrument or other document subject to this Agreement of Secured Party’s 's rights hereunder; (ivc) to collect by legal proceedings or otherwise all dividends, interest, principal or other sums now or hereafter payable upon or on account of the CollateralSecurity Fund; (vd) to enter into any extension, reorganization, deposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral or proceeds, Security Fund and in connection therewith to deposit or surrender control of the Collateral, Security Fund to accept other property in exchange for the CollateralSecurity Fund, and to do and perform such acts and things as Secured Party may deem proper, and with any money or property received in exchange for the Collateral may Security Fund at Secured Party's option, to be applied to the Obligations or held by Secured Party under this Agreement; (vie) to make any compromise or settlement Secured Party deems necessary, desirable or proper in respect of the CollateralSecurity Fund; (viif) to insure, process and preserve the CollateralSecurity Fund; (g) to exercise all rights, powers and remedies which Pledgor would have, but for this Agreement, under all the Pledged Owner's Shares subject to this Agreement; (h) to do all acts and things and execute all documents in the name of Pledgor or otherwise that are deemed by Secured Party as necessary, proper or convenient in connection with the preservation, perfection or enforcement of its rights hereunder; and (viiii) to perform execute and file in Pledgor's name any obligation financing statements and amendments thereto required to perfect Secured Party's security interest hereunder; provided, however, that until the occurrence and only during the continuation of Debtor under this Agreementan Event of Default or an Indemnity Event shall Secured Party have the right to exercise the power of attorney for the purposes described in paragraphs (a), (c), (d), (e), (f), (g), or (h). If an Event of Default or Indemnity Event has occurred and is continuing, any or all of the Security Fund consisting of securities may be registered, without notice, in Debtor’s name or otherwise. To effect the purposes of this Agreement, or otherwise upon instructions of Debtor, Secured Party may cause the Collateral to be transferred to Secured Party’s name or the name of Secured Party or its nominee, and thereafter Secured Party or its nominee may exercise, without notice, all voting and partnership rights at any meeting of the partners of the issuer thereof, any and all rights of conversion, exchange or subscription, or any other rights, privileges or options pertaining to any Pledged Owner's Shares all as if it were the absolute owner thereof. The foregoing shall include, without limitation, the right of Secured Party or its nominee to exchange, at its discretion, any and all Pledged Owner's Shares upon the merger, consolidation, reorganization, recapitalization or other readjustment of the issuer thereof, or upon the exercise by the issuer thereof or Secured Party of any right, privilege or option pertaining to any Pledged Owner's Shares and in connection therewith, the right to deposit and deliver any and all of the Pledged Owner's Shares with any committee, depository, transfer agent, registrar or other designated agent upon such terms and conditions as Secured Party may determine. All of the foregoing rights, privileges or options may be exercised without liability except to account for property actually received by Secured Party’s nominee. Secured Party shall have no duty to exercise any of the foregoing, or any other rights, privileges or options with respect to the Pledged Owner's Shares and shall not be responsible for any failure to do so or delay in so doing.

Powers of Secured Party. Debtor appoints Secured Party its true attorney-in-attorney in fact to perform any of the following powers, which are coupled with an interest, are irrevocable until termination of this Agreement and may be exercised from time to time by Secured Party’s officers, employees or agents's officers and employees, or any of them, whether or not if an Event of Default has occurredoccurred hereunder: (i) to liquidate any certificate of deposit pledged to Secured Party hereunder prior to its maturity date and to apply the proceeds thereof to payment of the Obligations or hold such proceeds as part of the Collateral, notwithstanding the fact that such liquidation may give rise to penalties for early withdrawals of funds; (ii) to sell, exchange or otherwise dispose of any portion of the Collateral if Secured Party deems such transaction reasonably necessary to preserve the value of its security interest, and to apply the proceeds thereof to payment of the Obligations, to hold such proceeds as part of the Collateral or to use such proceeds to purchase similar items of Collateral that Secured Party, in its sole discretion, deems necessary or advisable to preserve the value of its security interest; (iii) to notify any person obligated on any security, instrument or other document subject to this Agreement of Secured Party’s rights hereunder; (iv) to collect by legal proceedings or otherwise all dividends, interest, principal or other sums now or hereafter payable upon or on account of the Collateral; (v) to enter into any extension, reorganization, deposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral or proceeds, and in connection therewith to deposit or surrender control of the Collateral, accept other property in exchange for the Collateral, and do and perform such acts and things as Secured Party may deem proper, and any money or property received in exchange for the Collateral may be applied to the Obligations or held by Secured Party under this Agreement; (vi) to make any compromise or settlement Secured Party deems necessary, desirable or proper in respect of the Collateral; (vii) to insure, process and preserve the Collateral; and (viiia) to perform any obligation of Debtor hereunder in Debtor's name or otherwise; (b) to give notice to account debtors or others of Secured Party's rights in the Collateral and Proceeds, to enforce or forebear from enforcing the same and make extension and modification agreements with respect thereto; (c) to release persons liable on Collateral or Proceeds and to give receipts and acquittances and compromise disputes in connection therewith; (d) to release or substitute security; (e) to resort to security in any order; (f) to prepare, execute, file, record or deliver notes, assignments, schedules, designation statements, financing statements, continuation statements, termination statements, statements of assignment, applications for registration or like papers to perfect, preserve or release Secured Party's interest in the Collateral and Proceeds; (g) to receive, open and read mail addressed to Debtor; (h) to take cash, instruments for the payment of money and other property to which Secured Party is entitled; (i) to verify facts concerning the Collateral and Proceeds by inquiry of obligors thereon, or otherwise, in its own name or a fictitious name; (j) to endorse, collect, deliver and receive payment under instruments for the payment of money constituting or relating to Proceeds; (k) to prepare, adjust, execute, deliver and receive payment under insurance claims, and to collect and receive payment of and endorse any instrument in payment of loss or returned premiums or any other insurance refund or return, and to apply such amounts received by Secured Party, at Secured Party's sole option, toward repayment of the Indebtedness or, where appropriate, replacement of the Collateral; (l) to exercise all rights, powers and remedies which Debtor would have, but for this Agreement, in Debtor’s name with respect to all Collateral and Proceeds subject hereto; (m) to make withdrawals from and to close deposit accounts or otherwise. To effect other accounts with any financial institution, wherever located, into which Proceeds may have been deposited, and to apply funds so withdrawn to payment of the purposes of this Agreement, Indebtedness; (n) to preserve or otherwise upon instructions of Debtor, release the interest evidenced by chattel paper to which Secured Party may cause the Collateral is entitled hereunder and to be transferred endorse and deliver any evidence of title incidental thereto; and (o) to Secured Party’s name or do all acts and things and execute all documents in the name of Debtor or otherwise, deemed by Secured Party’s nomineeParty as necessary, proper and convenient in connection with the preservation, perfection or enforcement of its rights hereunder.

Powers of Secured Party. Debtor Grantor agrees that effective upon the occurrence of an Acceleration Event under any given Promissory Note, it hereby appoints Secured Party its as Grantor’s true and lawful attorney-in-fact to perform any and all of the following powersacts, which are power shall be coupled with an interest, are shall be irrevocable until termination of this Agreement the Obligations are paid and performed in full, and may be exercised from time to time by Secured Party’s officers, employees or agents, or Party in its discretion to take any of them, whether or not an Event of Default has occurred: action which shall be required for Secured Party (i) to exercise voting and consent rights with respect to Promissory Note Collateral in accordance with this Agreement, (ii) to receive, endorse and collect all instruments or other forms of payment made payable to Grantor in respect of the Promissory Note Collateral or any part thereof and to give full discharge for the same, (iii) to perform or cause the performance of any obligation of Grantor hereunder in Grantor’s name or otherwise, (iv) to liquidate any certificate of deposit Promissory Note Collateral pledged to Secured Party hereunder prior to its maturity date and to apply the proceeds thereof to the payment of the Obligations or hold to place such proceeds as part of the Collateral, notwithstanding the fact that such liquidation may give rise to penalties for early withdrawals of funds; (ii) to sell, exchange or otherwise dispose of any portion of the into a cash Promissory Note Collateral if Secured Party deems such transaction reasonably necessary to preserve the value of its security interest, and to apply the proceeds thereof to payment of the Obligations, to hold such proceeds as part of the Collateral account or to use such proceeds to purchase similar items transfer the Promissory Note Collateral into the name of Collateral that Secured Party, in its all at Secured Party’s sole discretion, deems necessary or advisable to preserve the value of its security interest; (iii) to notify any person obligated on any security, instrument or other document subject to this Agreement of Secured Party’s rights hereunder; (iv) to collect by legal proceedings or otherwise all dividends, interest, principal or other sums now or hereafter payable upon or on account of the Collateral; (v) to enter into any extension, reorganization, deposit, merger reorganization or consolidation agreement, or any other agreement relating to or affecting the Collateral or proceedsPromissory Note Collateral, and and, in connection therewith therewith, to deposit or surrender control of the Promissory Note Collateral, (vi) to accept other property in exchange for the Promissory Note Collateral, and do and perform such acts and things as Secured Party may deem proper, and any money or property received in exchange for the Collateral may be applied to the Obligations or held by Secured Party under this Agreement; (vivii) to make any compromise or settlement Secured Party deems necessary, desirable or proper in respect of the Collateral; (vii) to insurePromissory Note Collateral or the Obligations, process and preserve the Collateral; and (viii) to perform any obligation of Debtor under this Agreement, execute on Grantor’s behalf and in DebtorGrantor’s name or otherwise. To effect the purposes of this Agreement, or otherwise upon instructions of Debtor, any documents required in order to give Secured Party may cause a continuing first lien upon the Promissory Note Collateral to be transferred to Secured Party’s name or the name of Secured Party’s nomineeany part thereof.

Powers of Secured Party. Debtor The Borrower appoints the Secured Party its (or a designee thereof) his true attorney-in-attorney in fact to perform any of the following powers, which are coupled with an interest, are irrevocable until termination of this Agreement and may be exercised from time to time by the Secured Party’s officers, employees or agents' officers and employees, or any of them, whether or not the Borrower is in default: (a) to perform any obligations of the Borrower hereunder in the Borrower's name or otherwise; (b) to give notice of Secured Party' rights with respect to the Collateral and to enforce such rights; (c) to release security; (d) to resort to security; (e) to prepare, execute, file, record or deliver notes, assignments, schedules, designation statements, financing statements, continuation statements, termination statements, statements of assignment, applications for registration or like papers to perfect, preserve or release the Secured Party's security interest in the Collateral; (f) to verify facts concerning the Collateral by inquiry of obligors thereon, or otherwise, in its own name or fictitious name; (g) after an Event of Default has occurred: (i) as defined below), to liquidate any certificate of deposit pledged to Secured Party hereunder prior to its maturity date endorse, collect, deliver and to apply receive payment under instruments for the proceeds thereof to payment of the Obligations money constituting or hold such proceeds as part of the Collateral, notwithstanding the fact that such liquidation may give rise relating to penalties for early withdrawals of funds; (ii) to sell, exchange or otherwise dispose of any portion of the Collateral if Secured Party deems such transaction reasonably necessary to preserve the value of its security interest, and to apply the proceeds thereof to payment of the Obligations, to hold such proceeds as part of the Collateral or to use such proceeds to purchase similar items of Collateral that Secured Party, in its sole discretion, deems necessary or advisable to preserve the value of its security interest; (iii) to notify any person obligated on any security, instrument or other document subject to this Agreement of Secured Party’s rights hereunder; (iv) to collect by legal proceedings or otherwise all dividends, interest, principal or other sums now or hereafter payable upon or on account of the Collateral; (vh) after an Event of Default, to preserve or release the interest evidenced by chattel paper to which the Secured Party is entitled hereunder and to endorse and deliver evidences of title incidental thereto; and (j) to enter into any extension, reorganization, deposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral or proceeds, and in connection therewith to deposit or surrender control of the Collateral, accept other property in exchange for the Collateral, and do and perform such all acts and things as Secured Party may deem proper, and any money or property received execute all documents in exchange for the Collateral may be applied to the Obligations or held by Secured Party under this Agreement; (vi) to make any compromise or settlement Secured Party deems necessary, desirable or proper in respect of the Collateral; (vii) to insure, process and preserve the Collateral; and (viii) to perform any obligation of Debtor under this Agreement, in Debtor’s name or otherwise. To effect the purposes of this Agreement, or otherwise upon instructions of Debtor, Secured Party may cause the Collateral to be transferred to Secured Party’s name or the name of the Borrower otherwise, deemed by the Secured Party’s nomineeParty as necessary and proper in connection with the preservation, perfection or enforcement of its rights hereunder.

Powers of Secured Party. Debtor appoints Secured Party its true attorney-in-fact to perform any of the following powers, which are coupled with an interest, are irrevocable until termination of this Agreement and may be exercised from time to time by Secured Party’s 's officers, employees or agents, or any of them, whether or not an Event of Default has occurred: (i) to liquidate any certificate of deposit pledged to Secured Party hereunder prior to its maturity date and to apply the proceeds thereof to payment of the Obligations or hold such proceeds as part of the Collateral, notwithstanding the fact that such liquidation may give rise to penalties for early withdrawals of funds; (ii) to sell, exchange or otherwise dispose of any portion of the Collateral if Secured Party deems such transaction reasonably necessary to preserve the value of its security interest, and to apply the proceeds thereof to payment of the Obligations, to hold such proceeds as part of the Collateral or to use such proceeds to purchase similar items of Collateral that Secured Party, in its sole discretion, deems necessary or advisable to preserve the value of its security interest; (iii) to notify any person obligated on any security, instrument or other document subject to this Agreement of Secured Party’s 's rights hereunder; (iv) to collect by legal proceedings or otherwise all dividends, interest, principal or other sums now or hereafter payable upon or on account of the Collateral; (v) to enter into any extension, reorganization, deposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral or proceeds, and in connection therewith to deposit or surrender control of the Collateral, accept other property in exchange for the Collateral, and do and perform such acts and things as Secured Party may deem proper, and any money or property received in exchange for the Collateral may be applied to the Obligations or held by Secured Party under this Agreement; (vi) to make any compromise or settlement Secured Party deems necessary, desirable or proper in respect of the Collateral; (vii) to insure, process and preserve the Collateral; and (viii) to perform any obligation of Debtor under this Agreement, in Debtor’s 's name or otherwise. To effect the purposes of this Agreement, or otherwise upon instructions of Debtor, Secured Party may cause the Collateral to be transferred to Secured Party’s 's name or the name of Secured Party’s 's nominee.

Powers of Secured Party. Debtor Pledgor appoints Secured Party its true attorney-in-attorney in fact to perform any of the following powers, which are coupled with an interest, interest and are irrevocable until termination of this Agreement has been terminated pursuant to its terms and may be exercised from time to time by Secured Party’s officers, employees or agents, or any of them, whether or not an Event of Default has occurred's officers and employees: (i a) to liquidate perform any certificate obligation of deposit pledged to Secured Party Pledgor hereunder prior to its maturity date and to apply the proceeds thereof to payment of the Obligations in Pledgor's name or hold such proceeds as part of the Collateral, notwithstanding the fact that such liquidation may give rise to penalties for early withdrawals of fundsotherwise; (ii) to sell, exchange or otherwise dispose of any portion of the Collateral if Secured Party deems such transaction reasonably necessary to preserve the value of its security interest, and to apply the proceeds thereof to payment of the Obligations, to hold such proceeds as part of the Collateral or to use such proceeds to purchase similar items of Collateral that Secured Party, in its sole discretion, deems necessary or advisable to preserve the value of its security interest; (iiib) to notify any person obligated on any security, instrument or other document subject to this Agreement of Secured Party’s 's rights hereunder; (ivc) to collect by legal proceedings or otherwise all dividends, interest, principal or other sums now or hereafter payable upon or on account of the CollateralSecurity Fund; (vd) to enter into any extension, reorganization, deposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral or proceeds, Security Fund and in connection therewith to deposit or surrender control of the Collateral, Security Fund to accept other property in exchange for the CollateralSecurity Fund, and to do and perform such acts and things as Secured Party may deem proper, and with any money or property received in exchange for the Collateral may Security Fund at Secured Party's option, to be applied to the Obligations or held by Secured Party under this Agreement; (vie) to make any compromise or settlement Secured Party deems necessary, desirable or proper in respect of the CollateralSecurity Fund; (viif) to insure, process and preserve the CollateralSecurity Fund; (g) to exercise all rights, powers and remedies which Pledgor would have, but for this Agreement, under all the Pledged Owner's Shares subject to this Agreement; (h) to do all acts and things and execute all documents in the name of Pledgor or otherwise that are deemed by Secured Party as necessary, proper or convenient in connection with the preservation, perfection or enforcement of its rights hereunder; and (viiii) to perform execute and file in Xxxxxxx's name any obligation financing statements and amendments thereto required to perfect Secured Party's security interest hereunder; provided, however, that until the occurrence and only during the continuation of Debtor under this Agreementan Event of Default or an Indemnity Event shall Secured Party have the right to exercise the power of attorney for the purposes described in paragraphs (a), (c), (d), (e), (f), (g), or (h). If an Event of Default or Indemnity Event has occurred and is continuing, any or all of the Security Fund consisting of securities may be registered, without notice, in Debtor’s name or otherwise. To effect the purposes of this Agreement, or otherwise upon instructions of Debtor, Secured Party may cause the Collateral to be transferred to Secured Party’s name or the name of Secured Party or its nominee, and thereafter Secured Party or its nominee may exercise, without notice, all voting and partnership rights at any meeting of the partners of the issuer thereof, any and all rights of conversion, exchange or subscription, or any other rights, privileges or options pertaining to any Pledged Owner's Shares all as if it were the absolute owner thereof. The foregoing shall include, without limitation, the right of Secured Party or its nominee to exchange, at its discretion, any and all Pledged Owner's Shares upon the merger, consolidation, reorganization, recapitalization or other readjustment of the issuer thereof, or upon the exercise by the issuer thereof or Secured Party of any right, privilege or option pertaining to any Pledged Owner's Shares and in connection therewith, the right to deposit and deliver any and all of the Pledged Owner's Shares with any committee, depository, transfer agent, registrar or other designated agent upon such terms and conditions as Secured Party may determine. All of the foregoing rights, privileges or options may be exercised without liability except to account for property actually received by Secured Party’s nominee. Secured Party shall have no duty to exercise any of the foregoing, or any other rights, privileges or options with respect to the Pledged Owner's Shares and shall not be responsible for any failure to do so or delay in so doing.

Powers of Secured Party. Debtor Grantor appoints Secured Party its true attorney-in-attorney in fact to perform any of the following powers, which are coupled with an interest, are irrevocable until termination of this Agreement and may be exercised from time to time by Secured Party’s officers, employees or agentsofficers and employees, or any of them, whether or not an Event of Default has occurred: : (i) to liquidate any certificate of deposit pledged to Secured Party hereunder prior to its maturity date and to apply the proceeds thereof to payment of the Obligations or hold such proceeds as part of the Collateral, notwithstanding the fact that such liquidation may give rise to penalties for early withdrawals of funds; (ii) to sell, exchange or otherwise dispose of any portion of the Collateral if Secured Party deems such transaction reasonably necessary to preserve the value of its security interest, and to apply the proceeds thereof to payment of the Obligations, to hold such proceeds as part of the Collateral or to use such proceeds to purchase similar items of Collateral that Secured Party, in its sole discretion, deems necessary or advisable to preserve the value of its security interest; (iii) to notify any person obligated on any security, instrument or other document subject to this Agreement of Secured Party’s rights hereunder; (iv) to collect by legal proceedings or otherwise all dividends, interest, principal or other sums now or hereafter payable upon or on account of the Collateral; (v) to enter into any extension, reorganization, deposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral or proceeds, and in connection therewith to deposit or surrender control of the Collateral, accept other property in exchange for the Collateral, and do and perform such acts and things as Secured Party may deem proper, and any money or property received in exchange for the Collateral may be applied to the Obligations or held by Secured Party under this Agreement; (vi) to make any compromise or settlement Secured Party deems necessary, desirable or proper in respect of the Collateral; (vii) to insure, process and preserve the Collateral; and (viiia) to perform any obligation of Debtor under this Agreement, Grantor to Secured Party hereunder in DebtorGrantor’s name or otherwise. To effect the purposes of this Agreement, or otherwise upon instructions of Debtor, Secured Party may cause the Collateral ; (b) to be transferred give notice to Secured Party’s name or the name others of Secured Party’s nomineerights in the Collateral, to enforce or forebear from enforcing the same and to make extension or modification agreements; (c) to release Persons liable on Collateral and to give receipts and compromise disputes; (d) to release or substitute security; (e) to resort to security in any order; (f) to prepare, execute, file, record or deliver notes, assignments, schedules, designation statements, initial financing statements and amendments, continuation statements, termination statements, statements of assignment, applications for registration or like papers to perfect, preserve or release Secured Party’s interest in the Collateral; (g) to verify facts concerning the Collateral by inquiry of obligors thereon, or otherwise, in its own name or a fictitious name; (h) to endorse, collect, deliver and receive payment under instruments for the payment of money constituting or relating to Collateral; (i) to prepare, adjust, execute, deliver and receive payment under insurance claims, and to collect and receive payment of and endorse any instrument in payment of loss or returned premiums or any other insurance refund or return, and to apply such amounts received by Secured Party, at Secured Party’s sole option, toward repayment of the Obligations or replacement of the Collateral; (j) to exercise all rights, powers and remedies which Grantor would have, but for this Agreement, with respect to all Collateral; (k) to enter onto Grantor’s premises to inspect the Collateral; and (l) to do all acts and things and execute all documents in the name of Grantor or otherwise, deemed by Secured Party as necessary, proper and convenient in connection with the preservation, perfection, priority or enforcement of Secured Party’s rights.

Powers of Secured Party. Debtor Pledgor appoints Secured Party its true attorney-in-attorney in fact to perform any of the following powers, which are coupled with an interest, interest and are irrevocable until termination of this Agreement has been terminated pursuant to its terms and may be exercised from time to time by Secured Party’s officers, employees or agents, or any of them, whether or not an Event of Default has occurred's officers and employees: (i a) to liquidate perform any certificate obligation of deposit pledged to Secured Party Pledgor hereunder prior to its maturity date and to apply the proceeds thereof to payment of the Obligations in Pledgor's name or hold such proceeds as part of the Collateral, notwithstanding the fact that such liquidation may give rise to penalties for early withdrawals of fundsotherwise; (ii) to sell, exchange or otherwise dispose of any portion of the Collateral if Secured Party deems such transaction reasonably necessary to preserve the value of its security interest, and to apply the proceeds thereof to payment of the Obligations, to hold such proceeds as part of the Collateral or to use such proceeds to purchase similar items of Collateral that Secured Party, in its sole discretion, deems necessary or advisable to preserve the value of its security interest; (iiib) to notify any person obligated on any security, instrument or other document subject to this Agreement of Secured Party’s 's rights hereunder; (ivc) to collect by legal proceedings or otherwise all dividends, interest, principal or other sums now or hereafter payable upon or on account of the CollateralSecurity Fund; (vd) to enter into any extension, reorganization, deposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral or proceeds, Security Fund and in connection therewith to deposit or surrender control of the Collateral, Security Fund to accept other property in exchange for the CollateralSecurity Fund, and to do and perform such acts and things as Secured Party may deem proper, and with any money or property received in exchange for the Collateral may Security Fund at Secured Party's option, to be applied to the Obligations or held by Secured Party under this Agreement; (vie) to make any compromise or settlement Secured Party deems necessary, desirable or proper in respect of the CollateralSecurity Fund; (viif) to insure, process and preserve the CollateralSecurity Fund; (g) to exercise all rights, powers and remedies which Pledgor would have, but for this Agreement, under all the Pledged Landlord's Shares subject to this Agreement; (h) to do all acts and things and execute all documents in the name of Pledgor or otherwise that are deemed by Secured Party as necessary, proper or convenient in connection with the preservation, perfection or enforcement of its rights hereunder; and (viiii) to perform execute and file in Pledgor's name any obligation financing statements and amendments thereto required to perfect Secured Party's security interest hereunder; provided, however, that until the occurrence and only during the continuation of Debtor under this Agreementan Event of Default shall Secured Party have the right to exercise the power of attorney for the purposes described in paragraphs (a), (c), (d), (e), (f), (g), or (h). If an Event of Default has occurred and is continuing, any or all of the Security Fund consisting of securities may be registered, without notice, in Debtor’s name or otherwise. To effect the purposes of this Agreement, or otherwise upon instructions of Debtor, Secured Party may cause the Collateral to be transferred to Secured Party’s name or the name of Secured Party or its nominee, and thereafter Secured Party or its nominee may exercise, without notice, all voting and partnership rights at any meeting of the partners of the issuer thereof, any and all rights of conversion, exchange or subscription, or any other rights, privileges or options pertaining to any Pledged Landlord's Shares all as if it were the absolute owner thereof. The foregoing shall include, without limitation, the right of Secured Party or its nominee to exchange, at its discretion, any and all Pledged Landlord's Shares upon the merger, consolidation, reorganization, recapitalization or other readjustment of the issuer thereof, or upon the exercise by the issuer thereof or Secured Party of any right, privilege or option pertaining to any Pledged Landlord's Shares and in connection therewith, the right to deposit and deliver any and all of the Pledged Landlord's Shares with any committee, depository, transfer agent, registrar or other designated agent upon such terms and conditions as Secured Party may determine. All of the foregoing rights, privileges or options may be exercised without liability except to account for property actually received by Secured Party’s nominee. Secured Party shall have no duty to exercise any of the foregoing, or any other rights, privileges or options with respect to the Pledged Landlord's Shares and shall not be responsible for any failure to do so or delay in so doing.

Powers of Secured Party. Debtor Pledgor appoints Secured Party its true attorney-in-attorney in fact to perform any of the following powers, which are coupled with an interest, interest and are irrevocable until termination of this Agreement has been terminated pursuant to its terms and may be exercised from time to time by Secured Party’s officers, employees or agents, or any of them, whether or not an Event of Default has occurred's officers and employees: (i a) to liquidate perform any certificate obligation of deposit pledged to Secured Party Pledgor hereunder prior to its maturity date and to apply the proceeds thereof to payment of the Obligations in Pledgor's name or hold such proceeds as part of the Collateral, notwithstanding the fact that such liquidation may give rise to penalties for early withdrawals of fundsotherwise; (ii) to sell, exchange or otherwise dispose of any portion of the Collateral if Secured Party deems such transaction reasonably necessary to preserve the value of its security interest, and to apply the proceeds thereof to payment of the Obligations, to hold such proceeds as part of the Collateral or to use such proceeds to purchase similar items of Collateral that Secured Party, in its sole discretion, deems necessary or advisable to preserve the value of its security interest; (iiib) to notify any person obligated on any security, instrument or other document subject to this Agreement of Secured Party’s 's rights hereunder; (ivc) to collect by legal proceedings or otherwise all dividends, interest, principal or other sums now or hereafter payable upon or on account of the CollateralSecurity Fund; (vd) to enter into any extension, reorganization, deposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral or proceeds, Security Fund and in connection therewith to deposit or surrender control of the Collateral, Security Fund to accept other property in exchange for the CollateralSecurity Fund, and to do and perform such acts and things as Secured Party may deem proper, and with any money or property received in exchange for the Collateral may Security Fund at Secured Party's option, to be applied to the Obligations or held by Secured Party under this Agreement; (vie) to make any compromise or settlement Secured Party deems necessary, desirable or proper in respect of the CollateralSecurity Fund; (viif) to insure, process and preserve the CollateralSecurity Fund; (g) to exercise all rights, powers and remedies which Pledgor would have, but for this Agreement, under all the Pledged Owner's Shares subject to this Agreement; (h) to do all acts and things and execute all documents in the name of Pledgor or otherwise that are deemed by Secured Party as necessary, proper or convenient in connection with the preservation, perfection or enforcement of its rights hereunder; and (viiii) to perform execute and file in Pledgor's name any obligation financing statements and amendments thereto required to perfect Secured Party's security interest hereunder; provided, however, that until the occurrence and only during the continuation of Debtor under this Agreementan Event of Default or an Indemnity Event shall Secured Party have the right to exercise the power of attorney for the purposes described in paragraphs (a), (c), (d), (e), (f), (g), or (h). If an Event of Default or Indemnity Event has occurred and is continuing, any or all of the Security Fund consisting of securities may be registered, without notice, in Debtor’s name or otherwise. To effect the purposes of this Agreement, or otherwise upon instructions of Debtor, Secured Party may cause the Collateral to be transferred to Secured Party’s name or the name of Secured Party or its nominee, and thereafter Secured Party or its nominee may exercise, without notice, all voting and partnership rights at any meeting of the partners of the issuer thereof, any and all rights of conversion, exchange or subscription, or any other rights, privileges or options pertaining to any Pledged Owner's Shares all as if it were the absolute owner thereof. The foregoing shall include, without limitation, the right of Secured Party or its nominee to exchange, at its discretion, any and all Pledged Owner's Shares upon the merger, consolidation, reorganization, recapitalization or other readjustment of the issuer thereof, or upon the exercise by the issuer thereof or Secured Party of any right, privilege or option pertaining to any Pledged Owner's Shares and in connection therewith, the right to deposit and deliver any and all of the Pledged Owner's Shares with any committee, depository, transfer agent, registrar or other designated agent upon such terms and conditions as Secured Party may determine. All of the foregoing rights, privileges or options may be exercised without liability except to account for property actually received by Secured Party’s nominee. Secured Party shall have no duty to exercise any of the foregoing, or any other rights, privileges or options with respect to the Pledged Owner's Shares and shall not be responsible for any failure to do so or delay in so doing.

Powers of Secured Party. Debtor appoints Secured Party its true attorney-in-fact fact, effective upon any Event of Default, to perform any of the following powers, which are coupled with an interest, are irrevocable until termination of this Agreement and may be exercised from time to time by Secured Party’s ' officers, employees or agents, or any of them, whether or not an Event of Default has occurred: (i) to liquidate any certificate of deposit pledged to Secured Party hereunder prior to its maturity date and to apply the proceeds thereof to payment of the Obligations or hold such proceeds as part of the Collateral, notwithstanding the fact that such liquidation may give rise to penalties for early withdrawals of funds; (ii) to sell, exchange or otherwise dispose of any portion of the Collateral if Secured Party deems such transaction reasonably necessary to preserve the value of its security interest, and to apply the proceeds thereof to payment of the Obligations, to hold such proceeds as part of the Collateral or to use such proceeds to purchase similar items of Collateral that Secured Party, in its sole discretion, deems necessary or advisable to preserve the value of its security interest; (iii) to notify any person obligated on any security, instrument or other document subject to this Agreement of Secured Party’s ' rights hereunder; (iv) to collect by legal proceedings or otherwise all dividends, interest, principal or other sums now or hereafter payable upon or on account of the Collateral; (v) to enter into any extension, reorganization, deposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral or proceeds, and in connection therewith to deposit or surrender control of the Collateral, accept other property in exchange for the Collateral, and do and perform such acts and things as Secured Party may deem proper, and any money or property received in exchange for the Collateral may shall be applied to the Obligations or held by Secured Party under this Agreement; (vi) to make any compromise or settlement Secured Party deems necessary, desirable or proper in respect of the Collateral; (vii) to insure, process and preserve the Collateral; and (viii) to perform any obligation of Debtor under this Agreement, in Debtor’s name or otherwise. To effect the purposes of this Agreement, or otherwise upon instructions of Debtor, Secured Party may cause the Collateral to be transferred to Secured Party’s name or the name of Secured Party’s nominee.the

Powers of Secured Party. Debtor Pledgor appoints Secured Party its true attorney-in-attorney in fact to perform any of the following powers, which are coupled with an interest, interest and are irrevocable until termination of this Agreement has been terminated pursuant to its terms and may be exercised from time to time by Secured Party’s officers, employees or agents, or any of them, whether or not an Event of Default has occurred's officers and employees: (i a) to liquidate perform any certificate obligation of deposit pledged to Secured Party Pledgor hereunder prior to its maturity date and to apply the proceeds thereof to payment of the Obligations in Pledgor's name or hold such proceeds as part of the Collateral, notwithstanding the fact that such liquidation may give rise to penalties for early withdrawals of fundsotherwise; (ii) to sell, exchange or otherwise dispose of any portion of the Collateral if Secured Party deems such transaction reasonably necessary to preserve the value of its security interest, and to apply the proceeds thereof to payment of the Obligations, to hold such proceeds as part of the Collateral or to use such proceeds to purchase similar items of Collateral that Secured Party, in its sole discretion, deems necessary or advisable to preserve the value of its security interest; (iiib) to notify any person obligated on any security, instrument or other document subject to this Agreement of Secured Party’s 's rights hereunder; (ivc) to collect by legal proceedings or otherwise all dividends, interest, principal or other sums now or hereafter payable upon or on account of the CollateralSecurity Fund; (vd) to enter into any extension, reorganization, deposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral or proceeds, Security Fund and in connection therewith to deposit or surrender control of the Collateral, Security Fund to accept other property in exchange for the CollateralSecurity Fund, and to do and perform such acts and things as Secured Party may deem proper, and with any money or property received in exchange for the Collateral may Security Fund at Secured Party's option, to be applied to the Obligations or held by Secured Party under this Agreement; (vie) to make any compromise or settlement Secured Party deems necessary, desirable or proper in respect of the CollateralSecurity Fund; (viif) to insure, process and preserve the CollateralSecurity Fund; (g) to exercise all rights, powers and remedies which Pledgor would have, but for this Agreement, under all the Pledged Shares subject to this Agreement; (h) to do all acts and things and execute all documents in the name of Pledgor or otherwise that are deemed by Secured Party as necessary, proper or convenient in connection with the preservation, perfection or enforcement of its rights hereunder; and (viiii) to perform execute and file in Pledgor's name any obligation financing statements and amendments thereto required to perfect Secured Party's security interest hereunder; provided, however, that until the occurrence and only during the continuation of Debtor under this Agreementan Event of Default or an Indemnity Event shall Secured Party have the right to exercise the power of attorney for the purposes described in paragraphs (a), (c), (d), (e), (f), (g), or (h). If an Event of Default or Indemnity Event has occurred and is continuing, any or all of the Security Fund consisting of securities may be registered, without notice, in Debtor’s name or otherwise. To effect the purposes of this Agreement, or otherwise upon instructions of Debtor, Secured Party may cause the Collateral to be transferred to Secured Party’s name or the name of Secured Party or its nominee, and thereafter Secured Party or its nominee may exercise, without notice, all voting and partnership rights at any meeting of the partners of the issuer thereof, any and all rights of conversion, exchange or subscription, or any other rights, privileges or options pertaining to any Pledged Shares all as if it were the absolute owner thereof. The foregoing shall include, without limitation, the right of Secured Party or its nominee to exchange, at its discretion, any and all Pledged Shares upon the merger, consolidation, reorganization, recapitalization or other readjustment of the issuer thereof, or upon the exercise by the issuer thereof or Secured Party of any right, privilege or option pertaining to any Pledged Shares and in connection therewith, the right to deposit and deliver any and all of the Pledged Shares with any committee, depository, transfer agent, registrar or other designated agent upon such terms and conditions as Secured Party may determine. All of the foregoing rights, privileges or options may be exercised without liability except to account for property actually received by Secured Party’s nominee. Secured Party shall have no duty to exercise any of the foregoing, or any other rights, privileges or options with respect to the Pledged Shares and shall not be responsible for any failure to do so or delay in so doing.

Powers of Secured Party. Debtor appoints Secured Party its true attorney-in-attorney in fact to perform any of the following powers, which are coupled with an interest, are irrevocable until termination of this Agreement and may be exercised from time to time by Secured Party’s officers, 's officers and employees or agents, or any of them, whether or not an Event of Default has occurredif Debtor is in default: (ia) to liquidate perform any certificate obligation of deposit pledged to Secured Party Debtor hereunder prior to its maturity date and to apply the proceeds thereof to payment of the Obligations in Debtor's name or hold such proceeds as part of the Collateral, notwithstanding the fact that such liquidation may give rise to penalties for early withdrawals of fundsotherwise; (ii) to sell, exchange or otherwise dispose of any portion of the Collateral if Secured Party deems such transaction reasonably necessary to preserve the value of its security interest, and to apply the proceeds thereof to payment of the Obligations, to hold such proceeds as part of the Collateral or to use such proceeds to purchase similar items of Collateral that Secured Party, in its sole discretion, deems necessary or advisable to preserve the value of its security interest; (iiib) to notify any person obligated on any security, instrument or other document subject to this Agreement of Secured Party’s 's rights hereunder; (ivc) to collect by legal proceedings or otherwise all dividends, interest, principal or other sums now or hereafter payable upon or on account of the CollateralCollateral or Proceeds; (vd) to enter into any extension, modification, reorganization, deposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral or proceedsProceeds, and in connection therewith to deposit or surrender control of the CollateralCollateral and Proceeds, to accept other property in exchange for the CollateralCollateral and Proceeds, and to do and perform such acts and things as Secured Party may deem proper, and with any money or property received in exchange for the Collateral may or Proceeds, at Secured Party's option, to be applied to the Obligations Indebtedness or held by Secured Party under this Agreement; (vie) to make any compromise or settlement Secured Party deems necessary, desirable or proper in respect of the CollateralCollateral and Proceeds; (viif) to insure, process and preserve the CollateralCollateral and Proceeds; (g) to exercise all rights, powers and remedies which Debtor would have, but for this Agreement, with respect to all Collateral and Proceeds subject hereto; and (viiih) to perform any obligation do all acts and things and execute all documents in the name of Debtor under this Agreement, in Debtor’s name or otherwise, deemed by Secured Party as necessary, proper and convenient in connection with the preservation, perfection or enforcement of its rights hereunder. To effect the purposes of this Agreement, Agreement or otherwise upon instructions of Debtor, or any of them, Secured Party may cause the any Collateral and/or Proceeds to be transferred to Secured Party’s 's name or the name of Secured Party’s 's nominee. If an Event of Default has occurred and is continuing, any or all Collateral and/or Proceeds consisting of securities may be registered, without notice, in the name of Secured Party or its nominee, and thereafter Secured Party or its nominee may exercise, without notice, all voting and corporate rights at any meeting of the shareholders of the issuer thereof, any and all rights of conversion, exchange or subscription, or any other rights, privileges or options pertaining to such Collateral and/or Proceeds, all as if it were the absolute owner thereof. The foregoing shall include, without limitation, the right of Secured Party or its nominee to exchange, at its discretion, any and all Collateral and/or Proceeds upon the merger, consolidation, reorganization, recapitalization or other readjustment of the issuer thereof, or upon the exercise by the issuer thereof or Secured Party of any right, privilege or option pertaining to any shares of the Collateral and/or Proceeds, and in connection therewith, the right to deposit and deliver any and all of the Collateral and/or Proceeds with any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as Secured Party may determine. All of the foregoing rights, privileges or options may be exercised without liability on the part of Secured Party or its nominee except to account for property actually received by Secured Party. Secured Party shall have no duty to exercise any of the foregoing, or any other rights, privileges or options with respect to the Collateral or Proceeds and shall not be responsible for any failure to do so or delay in so doing.

Powers of Secured Party. Each Debtor appoints Secured Party as its true attorney-in-fact to perform any of the following powers, which are (which, being coupled with an interest, are irrevocable irrevocable) until termination of this Agreement and may be exercised from time to time by Secured Party’s officers, employees or agentsofficers and employees, or any of them, whether or not a Default or an Event of Default has occurred: exists (iexcept as otherwise expressly provided herein): (a) during the existence of an Event of Default, to liquidate perform any certificate obligation of deposit pledged to Secured Party such Debtor hereunder prior to its maturity date and to apply the proceeds thereof to payment of the Obligations in such Debtor’s name or hold such proceeds as part of the Collateral, notwithstanding the fact that such liquidation may give rise to penalties for early withdrawals of fundsotherwise; (iib) to sell, exchange or otherwise dispose during the existence of any portion an Event of the Collateral if Secured Party deems such transaction reasonably necessary to preserve the value of its security interest, and to apply the proceeds thereof to payment of the ObligationsDefault, to hold such proceeds as part of the Collateral or to use such proceeds to purchase similar items of Collateral that Secured Party, in its sole discretion, deems necessary or advisable to preserve the value of its security interest; (iii) to notify any person obligated on any security, instrument or other document subject to this Agreement give notice of Secured Party’s rights in the Collateral and to enforce the same and make extension agreements with respect thereto; (c) to enter onto each and every Debtor’s premises in inspecting the Collateral subject, unless an Event of Default exists, to prior reasonable notice under the circumstances as required by the Loan Agreement otherwise applicable to Borrower and its Subsidiaries; (d) during the existence of an Event of Default, to release Persons liable on rights to payment and Proceeds and to give receipts and acquittances and compromise disputes in connection therewith; (e) to release the security interests granted hereunder; (ivf) during the existence of an Event of Default, to resort to security in any order; (g) to collect by legal proceedings prepare, execute, file, record or otherwise all dividendsdeliver notes, interestassignments, principal schedules, designation statements, financing statements, continuation statements, termination statements, statements of assignment, applications for registration or other sums now like papers to perfect, preserve or hereafter payable upon or on account of release Secured Party’s interest in the Collateral; (vh) during the existence of an Event of Default, to receive, open and read mail addressed to any Debtor; (i) during the existence of an Event of Default, to take cash, instruments for the payment of money and other property to which Secured Party is entitled; (j) to enter verify facts concerning the Collateral by inquiry of obligors thereon, or otherwise, in its own name or in the name of the applicable Debtor; (k) during the existence of an Event of Default, to endorse, collect, deliver and receive payment under instruments for the payment of money; (l) during the existence of an Event of Default, to make withdrawals from and to close deposit accounts or other accounts with any financial institution, wherever located, into which Proceeds may have been deposited, and to apply funds so withdrawn to payment of the Secured Obligations; (m) during the existence of an Event of Default, to prepare, adjust, execute, deliver and receive payment under insurance claims, and to collect and receive payment of and endorse any extensioninstrument in payment of loss or returned premiums or any other insurance refund or return, reorganizationand to apply such amounts received by Secured Party, depositat Secured Party’s sole and reasonable determination, merger toward repayment of the Secured Obligations or, where appropriate, replacement of Collateral; (n) during the existence of an Event of Default, to preserve or consolidation agreementrelease the interest evidenced by chattel paper to which Secured Party is entitled hereunder and to endorse and deliver evidences of title incidental thereto; (o) during the existence of an Event of Default, to exercise all rights, powers and remedies which Debtors (or any of them) would have, but for this Agreement, with respect to all Collateral subject hereto; and (p) to do all acts and things and execute all documents in the name of Debtors, or any other agreement relating to Debtor or affecting the Collateral or proceedsotherwise, and in connection therewith to deposit or surrender control of the Collateral, accept other property in exchange for the Collateral, and do and perform such acts and things as Secured Party may deem proper, and any money or property received in exchange for the Collateral may be applied to the Obligations or held reasonably deemed by Secured Party under this Agreement; (vi) to make any compromise or settlement Secured Party deems as necessary, desirable or proper and convenient in respect connection with the preservation, perfection or, during the existence of the Collateral; (vii) to insurean Event of Default, process and preserve the Collateral; and (viii) to perform any obligation enforcement of Debtor under this Agreement, in Debtor’s name or otherwise. To effect the purposes of this Agreement, or otherwise upon instructions of Debtor, Secured Party may cause the Collateral to be transferred to Secured Party’s name or the name of Secured Party’s nomineeits rights hereunder.

Powers of Secured Party. Debtor appoints Secured Party its true attorney-in-attorney in fact to perform any of the following powers, which are coupled with an interest, are irrevocable until termination of this Agreement and may be exercised from time to time by Secured Party’s officers, employees or agents's officers and employees, or any of them, whether or not an Event of Default has occurredDebtor is in default: (i) to liquidate any certificate of deposit pledged to Secured Party hereunder prior to its maturity date and to apply the proceeds thereof to payment of the Obligations or hold such proceeds as part of the Collateral, notwithstanding the fact that such liquidation may give rise to penalties for early withdrawals of funds; (ii) to sell, exchange or otherwise dispose of any portion of the Collateral if Secured Party deems such transaction reasonably necessary to preserve the value of its security interest, and to apply the proceeds thereof to payment of the Obligations, to hold such proceeds as part of the Collateral or to use such proceeds to purchase similar items of Collateral that Secured Party, in its sole discretion, deems necessary or advisable to preserve the value of its security interest; (iii) to notify any person obligated on any security, instrument or other document subject to this Agreement of Secured Party’s rights hereunder; (iv) to collect by legal proceedings or otherwise all dividends, interest, principal or other sums now or hereafter payable upon or on account of the Collateral; (v) to enter into any extension, reorganization, deposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral or proceeds, and in connection therewith to deposit or surrender control of the Collateral, accept other property in exchange for the Collateral, and do and perform such acts and things as Secured Party may deem proper, and any money or property received in exchange for the Collateral may be applied to the Obligations or held by Secured Party under this Agreement; (vi) to make any compromise or settlement Secured Party deems necessary, desirable or proper in respect of the Collateral; (vii) to insure, process and preserve the Collateral; and (viiia) to perform any obligation of Debtor hereunder in Debtor's name or otherwise; (b) to give notice of Secured Party's rights in the Collateral and Proceeds, to enforce the same and make extension agreements with respect thereto; (c) to release persons liable on Proceeds and to give receipts and acquittances and compromise disputes in connection therewith; (d) to release security; (e) to resort to security in any order; (f) to prepare, execute, file, record or deliver notes, assignments, schedules, designation statements, financing statements, continuation statements, termination statements, statements of assignment, applications for registration or like papers to perfect, preserve or release Secured Party's interest in the Collateral and Proceeds; (g) to receive, open and read mail addressed to Debtor; (h) to take cash, instruments for the payment of money and other property to which Secured Party is entitled; (i) to verify facts concerning the Collateral and Proceeds by inquiry of obligors thereon, or otherwise, in its own name or a fictitious name; (j) to endorse, collect, deliver and receive payment under instruments for the payment of money constituting or relating to Proceeds; (k) to prepare, adjust, execute, deliver and receive payment under insurance claims, and to collect and receive payment of and endorse any instrument in payment of loss or returned premiums or any other insurance refund or return, and to apply such amounts received by Secured Party, at Secured Party's sole option, toward repayment of the Secured Obligations or replacement of the Collateral; (l) to exercise all rights, powers and remedies which Debtor would have, but for this Agreement, with respect to all Collateral and Proceeds subject hereto; (m) to enter onto Debtor's premises in Debtor’s name inspecting the Collateral; (n) to make withdrawals from and to close deposit accounts or otherwise. To effect other accounts with any financial institution, wherever located, into which Proceeds may have been deposited, and to apply funds so withdrawn to payment of the purposes of this Agreement, Secured Obligations; (o) to preserve or otherwise upon instructions of Debtor, release the interest evidenced by chattel paper to which Secured Party may cause the Collateral is entitled hereunder and to be transferred endorse and deliver evidences of title incidental thereto; and (p) to Secured Party’s name or do all acts and things and execute all documents in the name of Debtor or otherwise, deemed by Secured Party’s nomineeParty as necessary, proper and convenient in connection with the preservation, perfection or enforcement of its rights hereunder.

Powers of Secured Party. Debtor Pledgor appoints Secured Party its true attorney-in-attorney in fact to perform any of the following powers, which are coupled with an interest, are irrevocable until termination of this Agreement and upon the occurrence and continuation of an Event of Default may be exercised from time to time by Secured Party’s officers, employees or agentsofficers and employees, or any of them, whether or not an Event of Default has occurred: (ia) to liquidate perform any certificate obligation of deposit pledged to Secured Party Pledgor hereunder prior to its maturity date and to apply the proceeds thereof to payment of the Obligations in Pledgor’s name or hold such proceeds as part of the Collateral, notwithstanding the fact that such liquidation may give rise to penalties for early withdrawals of fundsotherwise; (ii) to sell, exchange or otherwise dispose of any portion of the Collateral if Secured Party deems such transaction reasonably necessary to preserve the value of its security interest, and to apply the proceeds thereof to payment of the Obligations, to hold such proceeds as part of the Collateral or to use such proceeds to purchase similar items of Collateral that Secured Party, in its sole discretion, deems necessary or advisable to preserve the value of its security interest; (iiib) to notify any person obligated on any security, instrument or other document subject to this Agreement of Secured Party’s rights hereunder; (ivc) to collect by legal proceedings or otherwise all dividends, interest, principal or other sums now or hereafter payable upon or on account of the CollateralCollateral or Proceeds; (v) to enter into any extension, reorganization, deposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral or proceeds, and in connection therewith to deposit or surrender control of the Collateral, accept other property in exchange for the Collateral, and do and perform such acts and things as Secured Party may deem proper, and any money or property received in exchange for the Collateral may be applied to the Obligations or held by Secured Party under this Agreement; (vid) to make any compromise or settlement Secured Party deems necessary, desirable or proper in respect of the CollateralCollateral and Proceeds; (viie) to insure, process and preserve the CollateralCollateral and Proceeds; (f) to exercise all rights, powers and remedies which Pledgor would have, but for this Agreement, with respect to all Collateral and Proceeds subject hereto; and (viiig) to perform any obligation do all acts and things and execute all documents in the name of Debtor under this Agreement, in Debtor’s name Pledgor or otherwise, deemed by Secured Party as necessary, proper and convenient in connection with the preservation, perfection or enforcement of its rights hereunder. To effect the purposes of this Agreement, upon the occurrence and continuation of an Event of Default or otherwise upon instructions of DebtorPledgor, Secured Party may cause the any Collateral and/or Proceeds to be transferred to Secured Party’s name or the name of Secured Party’s nominee. If an Event of Default has occurred and is continuing, any or all Collateral and/or Proceeds consisting of securities may be registered, without notice, in the name of Secured Party’s nominee, and thereafter Secured Party’s nominee may exercise, without notice, all voting and corporate rights at any meeting of the shareholders of the issuer thereof, any and all rights of conversion, exchange or subscription, or any other rights, privileges or options pertaining to such Collateral and/or Proceeds, all as if it were the absolute owner thereof. The foregoing shall include, without limitation, the right of Secured Party’s nominee to exchange, at its discretion, any and all Collateral and/or Proceeds upon the merger, consolidation, reorganization, recapitalization or other readjustment of the issuer thereof, or upon the exercise by the issuer thereof or Secured Party of any right, privilege or option pertaining to any shares of the Collateral and/or Proceeds, and in connection therewith, the right to deposit and deliver any and all of the Collateral and/or Proceeds with any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as Secured Party may determine. All of the foregoing rights, privileges or options may be exercised without liability on the part of Secured Party’s nominee except to account for property actually received by Secured Party. Secured Party shall have no duty to exercise any of the foregoing, or any other rights, privileges or options with respect to the Collateral or Proceeds and shall not be responsible for any failure to do so or delay in so doing.

Powers of Secured Party. Debtor appoints Grantor agrees that upon the occurrence of an Acceleration Event under any given Promissory Note, it shall appoint Secured Party its as Grantor’s true and lawful attorney-in-fact to perform any and all of the following powersacts, which are power shall be coupled with an interest, are shall be irrevocable until termination of this Agreement the Obligations are paid and performed in full, and may be exercised from time to time by Secured Party’s officers, employees or agents, or Party in its discretion to take any of them, whether or not an Event of Default has occurred: action which shall be required for Secured Party (i) to exercise voting and consent rights with respect to Promissory Note Collateral in accordance with this Agreement, (ii) to receive, endorse and collect all instruments or other forms of payment made payable to Grantor in respect of the Promissory Note Collateral or any part thereof and to give full discharge for the same, (iii) to perform or cause the performance of any obligation of Grantor hereunder in Grantor’s name or otherwise, (iv) to liquidate any certificate of deposit Promissory Note Collateral pledged to Secured Party hereunder prior to its maturity date and to apply the proceeds thereof to the payment of the Obligations or hold to place such proceeds as part of the Collateral, notwithstanding the fact that such liquidation may give rise to penalties for early withdrawals of funds; (ii) to sell, exchange or otherwise dispose of any portion of the into a cash Promissory Note Collateral if Secured Party deems such transaction reasonably necessary to preserve the value of its security interest, and to apply the proceeds thereof to payment of the Obligations, to hold such proceeds as part of the Collateral account or to use such proceeds to purchase similar items transfer the Promissory Note Collateral into the name of Collateral that Secured Party, in its all at Secured Party’s sole discretion, deems necessary or advisable to preserve the value of its security interest; (iii) to notify any person obligated on any security, instrument or other document subject to this Agreement of Secured Party’s rights hereunder; (iv) to collect by legal proceedings or otherwise all dividends, interest, principal or other sums now or hereafter payable upon or on account of the Collateral; (v) to enter into any extension, reorganization, deposit, merger reorganization or consolidation agreement, or any other agreement relating to or affecting the Collateral or proceedsPromissory Note Collateral, and and, in connection therewith therewith, to deposit or surrender control of the Promissory Note Collateral, (vi) to accept other property in exchange for the Promissory Note Collateral, and do and perform such acts and things as Secured Party may deem proper, and any money or property received in exchange for the Collateral may be applied to the Obligations or held by Secured Party under this Agreement; (vivii) to make any compromise or settlement Secured Party deems necessary, desirable or proper in respect of the Collateral; (vii) to insurePromissory Note Collateral or the Obligations, process and preserve the Collateral; and (viii) to perform any obligation of Debtor under this Agreement, execute on Grantor’s behalf and in DebtorGrantor’s name or otherwise. To effect the purposes of this Agreement, or otherwise upon instructions of Debtor, any documents required in order to give Secured Party may cause a continuing first lien upon the Promissory Note Collateral to be transferred to Secured Party’s name or the name of Secured Party’s nomineeany part thereof.

Powers of Secured Party. Debtor Grantor agrees that effective upon the occurrence of an Acceleration Event under any given Promissory Note, it hereby appoints Secured .Secured Party its as Grantor’s true and lawful attorney-in-fact to perform any and all of the following powersacts, which are power shall be coupled with an interest, are shall be irrevocable until termination of this Agreement the Obligations are paid and performed in full, and may be exercised from time to time by Secured Party’s officers, employees or agents, or Party in its discretion to take any of them, whether or not an Event of Default has occurred: action which shall be required for Secured Party (i) to exercise voting and consent rights with respect to Promissory Note Collateral in accordance with this Agreement, (ii) to receive, endorse and collect all instruments or other forms of payment made payable to Grantor in respect of the Promissory Note Collateral or any part thereof and to give full discharge for the same, (iii) to perform or cause the performance of any obligation of Grantor hereunder in Grantor’s name or otherwise, (iv) to liquidate any certificate of deposit Promissory Note Collateral pledged to Secured Party hereunder prior to its maturity date and to apply the proceeds thereof to the payment of the Obligations or hold to place such proceeds as part of the Collateral, notwithstanding the fact that such liquidation may give rise to penalties for early withdrawals of funds; (ii) to sell, exchange or otherwise dispose of any portion of the into a cash Promissory Note Collateral if Secured Party deems such transaction reasonably necessary to preserve the value of its security interest, and to apply the proceeds thereof to payment of the Obligations, to hold such proceeds as part of the Collateral account or to use such proceeds to purchase similar items transfer the Promissory Note Collateral into the name of Collateral that Secured Party, in its all at Secured Party’s sole discretion, deems necessary or advisable to preserve the value of its security interest; (iii) to notify any person obligated on any security, instrument or other document subject to this Agreement of Secured Party’s rights hereunder; (iv) to collect by legal proceedings or otherwise all dividends, interest, principal or other sums now or hereafter payable upon or on account of the Collateral; (v) to enter into any extension, reorganization, deposit, merger reorganization or consolidation agreement, or any other agreement relating to or affecting the Collateral or proceedsPromissory Note Collateral, and and, in connection therewith therewith, to deposit or surrender control of the Promissory Note Collateral, (vi) to accept other property in exchange for the Promissory Note Collateral, and do and perform such acts and things as Secured Party may deem proper, and any money or property received in exchange for the Collateral may be applied to the Obligations or held by Secured Party under this Agreement; (vivii) to make any compromise or settlement Secured Party deems necessary, desirable or proper in respect of the Collateral; (vii) to insurePromissory Note Collateral or the Obligations, process and preserve the Collateral; and (viii) to perform any obligation of Debtor under this Agreement, execute on Grantor’s behalf and in DebtorGrantor’s name or otherwise. To effect the purposes of this Agreement, or otherwise upon instructions of Debtor, any documents required in order to give Secured Party may cause a continuing first lien upon the Promissory Note Collateral to be transferred to Secured Party’s name or the name of Secured Party’s nomineeany part thereof.

Powers of Secured Party. Debtor appoints Secured Party its true attorney-in-attorney in fact to perform any of the following powers, which are coupled with an interest, are irrevocable until termination of this Agreement and may be exercised from time to time by Secured Party’s officers, employees or agents's officers and employees, or any of them, whether or not an Event of Default has occurredDebtor is in default: (i) to liquidate any certificate of deposit pledged to Secured Party hereunder prior to its maturity date and to apply the proceeds thereof to payment of the Obligations or hold such proceeds as part of the Collateral, notwithstanding the fact that such liquidation may give rise to penalties for early withdrawals of funds; (ii) to sell, exchange or otherwise dispose of any portion of the Collateral if Secured Party deems such transaction reasonably necessary to preserve the value of its security interest, and to apply the proceeds thereof to payment of the Obligations, to hold such proceeds as part of the Collateral or to use such proceeds to purchase similar items of Collateral that Secured Party, in its sole discretion, deems necessary or advisable to preserve the value of its security interest; (iii) to notify any person obligated on any security, instrument or other document subject to this Agreement of Secured Party’s rights hereunder; (iv) to collect by legal proceedings or otherwise all dividends, interest, principal or other sums now or hereafter payable upon or on account of the Collateral; (v) to enter into any extension, reorganization, deposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral or proceeds, and in connection therewith to deposit or surrender control of the Collateral, accept other property in exchange for the Collateral, and do and perform such acts and things as Secured Party may deem proper, and any money or property received in exchange for the Collateral may be applied to the Obligations or held by Secured Party under this Agreement; (vi) to make any compromise or settlement Secured Party deems necessary, desirable or proper in respect of the Collateral; (vii) to insure, process and preserve the Collateral; and (viiia) to perform any obligation of Debtor hereunder in Debtor's name or otherwise; (b) to give notice to account debtors or others of Secured Party's rights in the Collateral and Proceeds, to enforce or forebear from enforcing the same and make extension and modification agreements with respect thereto; (c) to release persons liable on Collateral or Proceeds and to give receipts and acquittances and compromise disputes in connection therewith; (d) to release or substitute security; (e) to resort to security in any order; (f) to prepare, execute, file, record or deliver notes, assignments, schedules, designation statements, financing statements, continuation statements, termination statements, statements of assignment, applications for registration or like papers to perfect, preserve or release Secured Party's interest in the Collateral and Proceeds; (g) to receive, open and read mail addressed to Debtor; (h) to take cash, instruments for the payment of money and other property to which Secured Party is entitled; (i) to verify facts concerning the Collateral and Proceeds by inquiry of obligors thereon, or otherwise, in its own name or a fictitious name; (j) to endorse, collect, deliver and receive payment under instruments for the payment of money constituting or relating to Proceeds; (k) to prepare, adjust, execute, deliver and receive payment under insurance claims, and to collect arid receive payment of and endorse any instrument in payment of loss or returned premiums or any other insurance refund or return, and to apply such amounts received by Secured Party, at Secured Party's sole option, toward repayment of the 'Indebtedness or, where appropriate; replacement of the Collateral; (l) to exercise all rights, powers and remedies which Debtor would have, but for this Agreement, with respect to all Collateral and Proceeds subject hereto; (m) to enter onto Debtor's premises in Debtor’s name inspecting the Collateral; (n) to make withdrawals from and to close deposit accounts or otherwise. To effect other accounts with any financial institution, wherever located, into which Proceeds may have been deposited, and to apply funds so withdrawn to payment of the purposes of this Agreement, Indebtedness; (o) to preserve or otherwise upon instructions of Debtor, release the interest evidenced by chattel paper to which Secured Party may cause the Collateral is entitled hereunder and to be transferred endorse and deliver any evidence of title incidental thereto; and (p) to Secured Party’s name or do all acts and things and execute all documents in the name of Debtor or otherwise, deemed by Secured Party’s nomineeParty as necessary, proper and convenient in connection with the preservation, perfection or enforcement of its rights hereunder.

Powers of Secured Party. Debtor Pledgor appoints Secured Party its true attorney-in-attorney in fact to perform any of the following powers, which are coupled with an interest, are irrevocable until termination of this Agreement and may be exercised from time to time by Secured Party’s officers, employees or agents, or any of them, whether or not an Event of Default has occurred's officers and employees: (i a) to liquidate perform any certificate obligation of deposit pledged to Secured Party Pledgor hereunder prior to its maturity date and to apply the proceeds thereof to payment of the Obligations in Pledgor's name or hold such proceeds as part of the Collateral, notwithstanding the fact that such liquidation may give rise to penalties for early withdrawals of fundsotherwise; (ii) to sell, exchange or otherwise dispose of any portion of the Collateral if Secured Party deems such transaction reasonably necessary to preserve the value of its security interest, and to apply the proceeds thereof to payment of the Obligations, to hold such proceeds as part of the Collateral or to use such proceeds to purchase similar items of Collateral that Secured Party, in its sole discretion, deems necessary or advisable to preserve the value of its security interest; (iiib) to notify any person obligated on any security, instrument or other document subject to this Agreement of Secured Party’s 's rights hereunder; (ivc) to collect by legal proceedings or otherwise all dividends, interest, principal or other sums now or hereafter payable upon or on account of the CollateralSecurity Fund; (vd) to enter into any extension, reorganization, deposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral or proceeds, Security Fund and in connection therewith to deposit or surrender control of the Collateral, Security Fund to accept other property in exchange for the CollateralSecurity Fund, and to do and perform such acts and things as Secured Party may deem proper, and with any money or property received in exchange for the Collateral may Security Fund at Secured Party's option, to be applied to the Obligations or held by Secured Party under this Agreement; (vie) to make any compromise or settlement Secured Party deems necessary, desirable or proper in respect of the CollateralSecurity Fund; (viif) to insure, process and preserve the CollateralSecurity Fund; (g) to exercise all rights, powers and remedies which Pledgor would have, but for this Agreement, under all the Units subject to this Agreement; (h) to do all acts and things and execute all documents in the name of Pledgor or otherwise, deemed by Secured Party as necessary, proper or convenient in connection with the preservation, perfection or enforcement of its rights hereunder; and (viiii) to perform execute and file in Pledgor's name any obligation financing statements and amendments thereto required to perfect Secured Party's security interest hereunder; provided, however, that until the occurrence and only during the continuation of Debtor under this Agreementan Event of Default shall have Secured Party have the right to exercise the power of attorney for the purposes described in paragraphs (a), (c), (d), (e), (f), (g), or (h). If an Event of Default has occurred and is continuing, any or all Security Fund consisting of securities may be registered, without notice, in Debtor’s name or otherwise. To effect the purposes of this Agreement, or otherwise upon instructions of Debtor, Secured Party may cause the Collateral to be transferred to Secured Party’s name or the name of Secured Party or its nominee, and thereafter Secured Party or its nominee may exercise, without notice, all voting and partnership rights at any meeting of the partners of the issuer thereof, any and all rights of conversion, exchange or subscription, or any other rights, privileges or options pertaining to any Units all as if it were the absolute owner thereof. The foregoing shall include, without limitation, the right of Secured Party or its nominee to exchange, at its discretion, any and all Units upon the merger, consolidation, reorganization, recapitalization or other readjustment of the issuer thereof, or upon the exercise by the issuer thereof or Secured Party of any right, privilege or option pertaining to any Units and in connection therewith, the right to deposit and deliver any and all of the Units with any committee, depository, transfer agent, registrar or other designated agent upon such terms and conditions as Secured Party may determine. All of the foregoing rights, privileges or options may be exercised without liability except to account for property actually received by Secured Party’s nominee. Secured Party shall have no duty to exercise any of the foregoing, or any other rights, privileges or options with respect to the Units and shall not be responsible for any failure to do so or delay in so doing.

Powers of Secured Party. Debtor Pledgor appoints the Secured Party its as Pledgor’s true and lawful attorney-in-fact to perform any of the following powers, which are coupled with an interest, are irrevocable until termination of this Agreement Agreement, and may be exercised from time to time by the Secured Party’s officers, employees or agentsofficers and employees, or any of them, whether in their discretion, to take any action and to execute any instrument which the Secured Party may deem reasonably necessary or not an desirable to accomplish the purposes of this Agreement, including: (a) to perform or cause the performance of any obligation of Pledgor hereunder in Pledgor’s name or otherwise; (b) to notify any party obligated on any security instrument or other document subject to this Agreement of the Secured Party’s rights hereunder; (c) during the continuance of any Event of Default has occurred: (i) Default, to liquidate any certificate of deposit pledged to Secured Party hereunder Pledged Collateral prior to its maturity date and to apply the proceeds thereof to payment of the Obligations or hold such proceeds as part of the CollateralPledge Obligations, notwithstanding the fact that such liquidation may give rise to penalties for early withdrawals or loss of funds; rights; (iid) to sell, exchange or otherwise dispose during the continuance of any portion Event of the Collateral if Secured Party deems such transaction reasonably necessary to preserve the value of its security interest, and to apply the proceeds thereof to payment of the ObligationsDefault, to hold such proceeds as part of the Collateral or to use such proceeds to purchase similar items of Collateral that Secured Party, in its sole discretion, deems necessary or advisable to preserve the value of its security interest; (iii) to notify any person obligated on any security, instrument collect all cash or other document subject to this Agreement of Secured Party’s rights hereunder; (iv) to collect by legal proceedings or otherwise all dividends, interest, principal or other sums property now or hereafter payable upon or on account of the Pledged Collateral; ; (ve) during the continuance of any Event of Default, to enter into any extension, reorganization, deposit, merger or consolidation agreement, agreement or any other agreement relating to or affecting the Pledged Collateral or proceedsand, and in connection therewith therewith, to deposit or surrender control of the Pledged Collateral, or to accept other property in exchange for the Pledged Collateral, and do and perform such acts and things as Secured Party may deem proper, and any money or property received in exchange for the Collateral may be applied subject otherwise to the Obligations or held by Secured Party under this Agreement; and (vif) during the continuance of any Event of Default, to make any compromise or settlement the Secured Party deems necessary, desirable or proper in respect of the Pledged Collateral; (vii) to insure, process and preserve the Collateral; and (viii) to perform any obligation of Debtor under this Agreement, in Debtor’s name or otherwise. To effect the purposes of this Agreement, or otherwise upon instructions of Debtor, Secured Party may cause the Collateral to be transferred to Secured Party’s name or the name of Secured Party’s nominee.

Powers of Secured Party. Debtor appoints After this Security has become enforceable the Secured Party its true attorney-in-fact to perform any may: (a) exercise the power of sale and all other rights, powers and discretions conferred on mortgagees by section 101 of the following powersAct as varied or extended by this Deed; (b) appoint one or more persons as an Administrator of the Chargor in accordance with schedule B1 to the Insolvency Xxx 0000; (c) appoint one or more persons as a Receiver of any Security Assets; (d) exercise all the rights, which are coupled with an interestpowers and discretions conferred on a Receiver by this Deed, are irrevocable until termination the Act and the Insolvency Xxx 0000, without first appointing a Receiver or notwithstanding the appointment of this Agreement and may be exercised from time a Receiver; (e) by notice to time by Secured Party’s officers, employees or agents, the Chargor end the Chargor's right to possession of all or any Real Property forming part of themthe Security Assets and enter into possession of all or such part of such Real Property; (f) exercise all other powers conferred on mortgagees or receivers by law; (g) to the extent that this Deed constitutes a "security financial collateral arrangement" as defined in the Regulations, whether appropriate any Security Asset which constitutes "financial collateral" as defined in those Regulations in or not an Event towards satisfaction of Default has occurred: the Secured Obligations and the value of such Security Assets shall be (i) in the case of cash, the amount standing to liquidate the credit of each relevant account together with any certificate accrued but unposted interest at the time the right of deposit pledged to Secured Party hereunder prior to its maturity date appropriation is exercised and to apply the proceeds thereof to payment of the Obligations or hold such proceeds as part of the Collateral, notwithstanding the fact that such liquidation may give rise to penalties for early withdrawals of funds; (ii) in the case of other financial collateral, such value as is determined by the Secured Party by reference to sell, exchange or otherwise dispose of any portion the price of the Collateral if relevant Security Assets at the time the right of appropriation is exercised as listed on any recognised market index or to an independent valuation or other procedure selected by the Secured Party deems such transaction reasonably necessary to preserve acting reasonably. The Chargor agrees that the value methods of its security interest, and to apply the proceeds thereof to payment of the Obligations, to hold such proceeds as part of the Collateral or to use such proceeds to purchase similar items of Collateral that Secured Party, valuation provided for in its sole discretion, deems necessary or advisable to preserve the value of its security interest; (iii) to notify any person obligated on any security, instrument or other document subject to this Agreement of Secured Party’s rights hereunder; (iv) to collect by legal proceedings or otherwise all dividends, interest, principal or other sums now or hereafter payable upon or on account of the Collateral; (v) to enter into any extension, reorganization, deposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral or proceeds, and in connection therewith to deposit or surrender control of the Collateral, accept other property in exchange clause are commercially reasonable for the Collateral, and do and perform such acts and things as Secured Party may deem proper, and any money or property received in exchange for the Collateral may be applied to the Obligations or held by Secured Party under this Agreement; (vi) to make any compromise or settlement Secured Party deems necessary, desirable or proper in respect of the Collateral; (vii) to insure, process and preserve the Collateral; and (viii) to perform any obligation of Debtor under this Agreement, in Debtor’s name or otherwise. To effect the purposes of this Agreement, or otherwise upon instructions of Debtor, Secured Party may cause the Collateral to be transferred to Secured Party’s name or the name of Secured Party’s nomineethose Regulations.

Powers of Secured Party. Debtor appoints Secured Party its true attorney-in-attorney in fact to perform any of the following powers, which are coupled with an interest, are irrevocable until termination of this Agreement and may be exercised from time to time by Secured Party’s officers, employees or agents's officers and employees, or any of them, whether or not an Event of Default has occurredDebtor is in default: (i) to liquidate any certificate of deposit pledged to Secured Party hereunder prior to its maturity date and to apply the proceeds thereof to payment of the Obligations or hold such proceeds as part of the Collateral, notwithstanding the fact that such liquidation may give rise to penalties for early withdrawals of funds; (ii) to sell, exchange or otherwise dispose of any portion of the Collateral if Secured Party deems such transaction reasonably necessary to preserve the value of its security interest, and to apply the proceeds thereof to payment of the Obligations, to hold such proceeds as part of the Collateral or to use such proceeds to purchase similar items of Collateral that Secured Party, in its sole discretion, deems necessary or advisable to preserve the value of its security interest; (iii) to notify any person obligated on any security, instrument or other document subject to this Agreement of Secured Party’s rights hereunder; (iv) to collect by legal proceedings or otherwise all dividends, interest, principal or other sums now or hereafter payable upon or on account of the Collateral; (v) to enter into any extension, reorganization, deposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral or proceeds, and in connection therewith to deposit or surrender control of the Collateral, accept other property in exchange for the Collateral, and do and perform such acts and things as Secured Party may deem proper, and any money or property received in exchange for the Collateral may be applied to the Obligations or held by Secured Party under this Agreement; (vi) to make any compromise or settlement Secured Party deems necessary, desirable or proper in respect of the Collateral; (vii) to insure, process and preserve the Collateral; and (viiia) to perform any obligation of Debtor hereunder in Debtor's name or otherwise; (b) after an Event of Default (as defined in Section 12 hereof) has occurred, to give notice to account debtors or others of Secured Party's rights in the Collateral and Proceeds, to enforce the same and make extension agreements with respect thereto; (c) after an Event of Default has occurred, to release persons liable on Collateral or Proceeds and to give receipts and acquittances and compromise disputes in connection therewith; (d) to release security; (e) to resort to security in any order; (f) to prepare, execute, file, record or deliver notes, assignments, schedules, designation statements, financing statements, continuation statements, termination statements, statements of assignment, applications for registration or like papers to perfect, preserve or release Secured Party's interest in the Collateral and Proceeds; (g) after an Event of Default has occurred, to receive, open and read mail addressed to Debtor; (h) to take cash, instruments for the payment of money and other property to which Secured Party is entitled; (i) after an Event of Default has occurred, to verify facts concerning the Collateral and Proceeds by inquiry of obligors thereon, or otherwise, in its own name or a fictitious name; (j) after an Event of Default has occurred, to endorse, collect, deliver and receive payment under instruments for the payment of money constituting or relating to Proceeds; (k) to prepare, adjust, execute, deliver and receive payment under insurance claims, and to collect and receive payment of and endorse any instrument in payment of loss or returned premiums or any other insurance refund or return, and to apply such amounts received by Secured Party, where appropriate, toward repair or replacement of the Collateral, or, if Secured Party determines in good faith that the amount of such insurance proceeds (together with any additional amounts deposited with Secured Party) is insufficient to restore the Collateral to its value and condition prior to the loss, or that such restoration or replacement cannot be completed prior to the maturity date of the Secured Obligations secured hereby, or that its security interest in the Collateral will likely be impaired despite any such repair or replacement, toward repayment of the Secured Obligations; (l) to exercise all rights, powers and remedies which Debtor would have, but for this Agreement, with respect to all Collateral and Proceeds subject hereto; (m) to enter onto Debtor's premises in Debtor’s name inspecting the Collateral; (n) after an Event of Default has occurred, to make withdrawals from and to close deposit accounts or otherwise. To effect other accounts with any financial institution, wherever located, into which Proceeds may have been deposited, and to apply funds so withdrawn to payment of the purposes of this Agreement, Secured Obligations; (o) to preserve or otherwise upon instructions of Debtor, release the interest evidenced by chattel paper to which Secured Party may cause the Collateral is entitled hereunder and to be transferred endorse and deliver evidences of title incidental thereto; and (p) to Secured Party’s name or do all acts and things and execute all documents in the name of Debtor or otherwise, deemed by Secured Party’s nomineeParty as necessary, proper and convenient in connection with the preservation, perfection or enforcement of its rights hereunder.