Common use of Power of Attorney Clause in Contracts

Power of Attorney. In addition to all of the powers granted to the Lender hereunder, the Company hereby irrevocably designates and appoints the Lender (and all persons designated by the Lender) as the Company’s true and lawful attorney-in-fact, and authorizes the Lender (and its designees), in the Company’s or the Lender’s name, to, at any time an Event of Default exists or has occurred and is continuing (i) demand payment on receivables or other Collateral, (ii) enforce payment of receivables by legal proceedings or otherwise, (iii) exercise all of the Company’s rights and remedies to collect any receivable or other Collateral, (iv) sell or assign any receivable or other Collateral upon such terms, for such amount and at such time or times as the Lender deems advisable, (v) settle, adjust, compromise, extend or renew any receivable, (vi) discharge and release any receivable, (vii) prepare, file and sign the Company’s name on any proof of claim in bankruptcy or other similar document against an account debtor or other obligor in respect of any receivables or other Collateral, (viii) notify the post office authorities to change the address for delivery of remittances from account debtors or other obligors in respect of receivables or other proceeds of Collateral to an address designated by the Lender, and open and dispose of all mail addressed to the Company and handle and store all mail relating to the Collateral; (ix) make any payment or take any action necessary or desirable to protect or preserve any Collateral; and (x) do all acts and things which are necessary, in the Lender’s determination, to fulfill the Company’s Obligations under this Agreement and the other Loan Documents. The Company hereby releases the Lender and each Lender and their respective officers, employees and designees from any liabilities arising from any act or acts under this power of attorney and in furtherance thereof, whether of omission or commission, except as a result of the Lender’s or any of its officer’s, employee’s or designee’s own gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction. The Lender’s authority hereunder shall include, without limitation, the authority to execute and give receipt for any certificate of ownership or any document, to transfer title to any item of Collateral and to take any other actions arising from or incident to the powers granted to the Lender under this Agreement. This power of attorney is coupled with an interest and is irrevocable until the Obligations are repaid in full.

Power of Attorney. In addition to all of the powers granted to the Lender hereunder, the Company Borrower hereby irrevocably designates appoints and appoints the instructs Lender (and all persons designated by the Lender) as the Company’s true and lawful its attorney-in-fact, and authorizes the Lender (and its designees), with full authority in the Company’s place and stead of Borrower and in the name of Borrower, Lender or the otherwise, from time to time in Lender’s namediscretion to take any and all actions necessary and proper, toto carry out the intent of this Agreement and (a) to perfect and protect the lien, at any time pledge, assignment and security interest of Lender created hereunder, (b) from and during the continuance of an Event of Default exists or has occurred and is continuing Default, (i) demand payment on receivables to ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or other in respect of any of the Collateral, (ii) to file any claims or take any action or institute any proceedings for the collection of any of the Collateral or otherwise to enforce payment the rights of receivables Lender with respect to any of the Collateral, and (iii) in connection with the exercise of any power, right, privilege or remedy pursuant to this Agreement, to make all necessary assignments, transfers and deliveries of the Collateral and rights and to execute all applications, certificates, instruments, assignments and other documents and papers, (c) to collect and receive any insurance proceeds paid with respect to any portion of the insurance policies required to be maintained hereunder, and to endorse any checks, drafts or other instruments representing any insurance proceeds whether payable by legal proceedings reason of loss thereunder or otherwise, (iiid) to exercise all of the Company’s rights and remedies any option to collect any receivable or other Collateral, (iv) sell or assign any receivable or other Collateral upon such terms, for such amount and at such time or times as the Lender deems advisable, (v) settle, adjust, compromise, extend or renew any receivablethe term of the Ground Lease in the name of and on behalf of Borrower or Owner and (e) from and during the continuance of an Event of Default, (vi) discharge and release any receivable, (vii) prepare, to file and sign prosecute, to the Company’s name on exclusion of Borrower and Owner, any proof proofs of claim claim, complaints, motions, applications, notices and other documents, in bankruptcy or other similar document against an account debtor or other obligor any case in respect of the Ground Lessor under the Bankruptcy Code. Borrower hereby ratifies, approves and confirms all actions taken by Lender and its attorneys-in-fact pursuant to this Section 2.33. Neither Lender nor any receivables said Lender or other Collateral, (viii) notify the post office authorities attorney-in-fact will be liable for any acts of commission or omission nor for any error of judgment or mistake of fact or law with respect to change the address for delivery of remittances from account debtors or other obligors in respect of receivables or other proceeds of Collateral to an address designated by the Lender, and open and dispose of all mail addressed to the Company and handle and store all mail relating to its dealings with the Collateral; (ix) make any payment or take any action necessary or desirable to protect or preserve any Collateral; and (x) do all acts and things which are necessary, in the Lender’s determination, to fulfill the Company’s Obligations under this Agreement and the other Loan Documents. The Company hereby releases the Lender and each Lender and their respective officers, employees and designees from any liabilities arising from any act or acts under this power of attorney and in furtherance thereof, whether of omission or commission, except as a result of the Lender’s or any of its officer’s, employee’s or designee’s own gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction. The Lender’s authority hereunder shall include, without limitation, the authority to execute and give receipt for any certificate of ownership or any document, to transfer title to any item of Collateral and to take any other actions arising from or incident to the powers granted to the Lender under this Agreement. This power of attorney is attorney, being coupled with an interest and interest, is irrevocable until the Obligations are repaid date upon which the Debt has been indefeasibly satisfied in full. Without limiting the foregoing, if Borrower fails to perform any agreement or obligation contained herein, Lender may itself perform, or cause performance of, where necessary or advisable in the name or on behalf of Borrower, and at the expense of Borrower, as applicable.

Power of Attorney. In addition to all of the powers granted to the Lender hereunder, the Company Each Debtor hereby irrevocably designates makes, constitutes, and appoints the Lender Collateral Agent (and all persons of such Collateral Agent’s officers, employees or agents designated by the Lendersuch Collateral Agent) as the Company’s its true and lawful attorney-in-fact, with power to: (i) sign such Debtor’s name on any of the documents described hereunder or on any other similar documents to be executed, recorded, or filed in order to perfect or continue perfected the Collateral Agent’s and authorizes the Lender (and its designees), Secured Parties’ security interest in the Company’s or the Lender’s name, to, Collateral; (ii) at any time that an Event of Default exists or has occurred and is continuing (i) demand payment on receivables or other Collateralcontinuing, (ii) enforce payment of receivables by legal proceedings or otherwiseexecute, (iii) exercise all of the Company’s rights sign and remedies to collect any receivable or other Collateral, (iv) sell or assign any receivable or other Collateral upon endorse such terms, for such amount and at such time or times as the Lender deems advisable, (v) settle, adjust, compromise, extend or renew any receivable, (vi) discharge and release any receivable, (vii) prepare, file and sign the CompanyDebtor’s name on any proof invoice or xxxx of claim in bankruptcy lading relating to any Account, drafts against Account Debtors, schedules and assignments of Accounts, verifications of Accounts, and notices to Account Debtors; (iii) send requests for verification of Accounts; (iv) at any time that an Event of Default has occurred and is continuing, execute, sign and endorse such Debtor’s name on any checks, notices, instruments, acceptances, money orders, drafts, warrants or other similar document against item of payment or security that may come into the Collateral Agent’s possession; (v) at any time that an account debtor Event of Default has occurred and is continuing, demand, collect, receive, receipt for, xxx and recover all sums of money or other obligor property which may now or hereafter become due, owing or payable from the Collateral; (vi) file any claim or claims or, following an Event of Default, take any action or institute or take part in respect any proceedings, either in its own name or in the name of such Debtor, or otherwise, which in the discretion of the Collateral Agent may seem to be necessary or advisable; (vii) at any receivables or time that an Event of Default has occurred and following acceleration of the Indebtedness, direct the Account Debtors and other Collateral, (viii) notify the post office authorities to change the address for delivery of remittances from account debtors or other obligors in respect of receivables or other proceeds of Collateral to an address designated by the Lender, and open and dispose of all persons sending mail addressed to the Company and handle and store Debtors to send all mail relating to the CollateralCollateral to the Collateral Agent; (viii) at any time that an Event of Default has occurred and is continuing, make, settle, and adjust all claims under the Debtors’ policies of insurance and make all determinations and decisions with respect to such policies of insurance; and (ix) make at any payment or take time that an Event of Default has occurred and is continuing, settle and adjust disputes and claims respecting the Accounts directly with Account Debtors, for amounts and upon terms which the Collateral Agent determines to be reasonable, and the Collateral Agent may cause to be executed and delivered any action necessary or desirable documents and releases which the Collateral Agent determines to protect or preserve any Collateral; be necessary. The appointment of the Collateral Agent as such Debtor’s attorney, and (x) do each and every one of the Collateral Agent’s and Secured Parties’ rights and powers, being coupled with an interest, is irrevocable and shall remain in full force and effect until all acts and things which are necessary, in of the Lender’s determination, to fulfill the Company’s Obligations under this Agreement Indebtedness has been fully repaid and the other Loan Documents. The Company hereby releases Obligations satisfied and the Lender and each Lender and their respective officers, employees and designees from any liabilities arising from any act or acts under this power of attorney and in furtherance thereof, whether of omission or commission, except as a result of the Lender’s or any of its officer’s, employee’s or designee’s own gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction. The Lender’s authority hereunder shall include, without limitation, the authority to execute and give receipt for any certificate of ownership or any document, to transfer title to any item of Collateral and to take any other actions arising from or incident to the powers granted to the Lender under this Agreement. This power of attorney is coupled with an interest and is irrevocable until the Obligations are repaid in fullAgent renounces such appointment.

Power of Attorney. In addition to all of the powers granted to the Lender hereunder, the Company Borrower hereby irrevocably designates and appoints the Lender each Agent (and all persons designated by the Lendereither Agent) as the CompanyBorrower’s true and lawful attorney-in-fact, and authorizes the Lender (and its designees)Collateral Agent, in the CompanyBorrower’s or the LenderCollateral Agent’s name, to, : (a) at any time an Event of Default exists or has occurred and is continuing (i) demand payment on receivables Receivables or other Collateral, (ii) enforce payment of receivables Receivables by legal proceedings or otherwise, (iii) exercise all of the CompanyBorrower’s rights and remedies to collect any receivable Receivable or other Collateral, (iv) sell or assign any receivable or other Collateral Receivable upon such terms, for such amount and at such time or times as the Lender Collateral Agent deems advisable, (v) settle, adjust, compromise, extend or renew any receivablean Account, (vi) discharge and release any receivableReceivable, (vii) prepare, file and sign the CompanyBorrower’s name on any proof of claim in bankruptcy or other similar document against an account debtor or other obligor in respect of any receivables Receivables or other Collateral, (viii) notify the post office authorities to change the address for delivery of remittances from account debtors or other obligors in respect of receivables Receivables or other proceeds of Collateral to an address designated by the LenderCollateral Agent, and open and dispose of all mail addressed to the Company Borrower and handle and store all mail relating to the Collateral; and (ix) make any payment or take any action necessary or desirable to protect or preserve any Collateral; and (x) do all acts and things which are necessary, in the LenderCollateral Agent’s determination, to fulfill the CompanyBorrower’s Obligations obligations under this Agreement and the other Loan DocumentsFinancing Agreements and (b) at any time to (i) take control in any manner of any item of payment in respect of Receivables or constituting Collateral or otherwise received in or for deposit in the Blocked Accounts or otherwise received by either Agent or any Lender, (ii) have access to any lockbox or postal box into which remittances from account debtors or other obligors in respect of Receivables or other proceeds of Collateral are sent or received, (iii) endorse Borrower’s name upon any items of payment in respect of Receivables or constituting Collateral or otherwise received by either Agent or any Lender and deposit the same in Administrative Agent’s account for application to the Obligations, (iv) endorse Borrower’s name upon any chattel paper, document, instrument, invoice, or similar document or agreement relating to any Receivable or any goods pertaining thereto or any other Collateral, including any warehouse or other receipts, or bills of lading and other negotiable or non-negotiable documents, (v) clear Inventory the purchase of which was financed with Letter of Credit Accommodations through U.S. Customs or foreign export control authorities in Borrower’s name, Collateral Agent’s name or the name of Collateral Agent’s designee, and to sign and deliver to customs officials powers of attorney in Borrower’s name for such purpose, and to complete in Borrower’s or Collateral Agent’s name, any order, sale or transaction, obtain the necessary documents in connection therewith and collect the proceeds thereof, (vi) sign Borrower’s name on any verification of Receivables and notices thereof to account debtors or any secondary obligors or other obligors in respect thereof. The Company Borrower hereby releases the Lender each Agent and each Lender Lenders and their respective officers, employees and designees from any liabilities arising from any act or acts under this power of attorney and in furtherance thereof, whether of omission or commission, except as a result of the Lendersuch Agent’s or any of its officer’s, employee’s or designeeLender’s own gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction. The Lender’s authority hereunder shall include, without limitation, the authority to execute and give receipt for any certificate of ownership or any document, to transfer title to any item of Collateral and to take any other actions arising from or incident to the powers granted to the Lender under this Agreement. This power of attorney is coupled with an interest and is irrevocable until the Obligations are repaid in full.

Power of Attorney. In addition to all of the powers granted to the Lender hereunder, the Company Each Borrower and Guarantor hereby irrevocably designates and appoints the Lender Agent (and all persons designated by the LenderAgent) as the Companysuch Borrower’s and Guarantor’s true and lawful attorney-in-fact, and authorizes the Lender (and its designees)Agent, in the Companysuch Borrower’s, Guarantor’s or the LenderAgent’s name, to, : (a) at any time an Event of Default exists or has occurred and is continuing (i) demand payment on receivables or other any Collateral, (ii) enforce payment of receivables any of the Collateral by legal proceedings or otherwise, (iii) exercise all of the Companysuch Borrower’s or Guarantor’s rights and remedies to collect any receivable or other Collateral, (iv) sell or assign any receivable or other Collateral upon such terms, for such amount and at such time or times as the Lender Agent deems advisable, (v) settle, adjust, compromise, extend or renew any receivableof the Collateral, (vi) discharge and release any receivableCollateral, (vii) prepare, file and sign the Companysuch Borrower’s or Guarantor’s name on any proof of claim in bankruptcy or other similar document against an account debtor or other obligor in respect of any receivables or other Collateral, (viii) notify the post office authorities to change the address for delivery of remittances from account debtors or other obligors in respect of receivables or other proceeds of Collateral to an address designated by the LenderAgent, and open and dispose of all mail addressed to the Company such Borrower or Guarantor and handle and store all mail relating to the Collateral; , (ix) make clear Inventory the purchase of which was financed with a Letter of Credit through U.S. Bureau of Customs and Border Protection or foreign export control authorities in such Borrower’s or Guarantor’s name, Agent’s name or the name of Agent’s designee, and to sign and deliver to customs officials powers of attorney in such Borrower’s or Guarantor’s name for such purpose, and to complete in such Borrower’s or Guarantor’s or Agent’s name, any payment order, sale or take any action transaction, obtain the necessary or desirable to protect or preserve any Collateral; documents in connection therewith and collect the proceeds thereof, and (x) do all acts and things which are necessary, in the LenderAgent’s reasonable determination, to fulfill the Companysuch Borrower’s Obligations or Guarantor’s obligations under this Agreement and the other Loan DocumentsDocuments and (b) at any time a Cash Dominion Event exists to (i) take control in any manner of any item of payment constituting Collateral or otherwise received in or for deposit in the Concentration Accounts and (ii) have access to any lockbox or postal box into which remittances from account debtors or other obligors in respect of Collateral are sent or received if a Cash Dominion Event exists, and (c) at any time to (i) take control of any item of payment constituting Collateral that is received by Agent or any Lender, (ii) endorse such Borrower’s or Guarantor’s name upon any items of payment in respect of Collateral received by Agent and any Lender and deposit the same in Agent’s account for application to the Obligations, (iii) endorse such Borrower’s or Guarantor’s name upon any chattel paper, document, instrument, invoice, or similar document or agreement relating to any Receivable or any goods pertaining thereto or any other Collateral, including any warehouse or other receipts, or bills of lading and other negotiable or non-negotiable documents, and (iv) sign such Borrower’s or Guarantor’s name on any verification of amounts owing constituting Collateral and notices thereof to account debtors or any secondary obligors or other obligors in respect thereof. The Company Each Borrower and Guarantor hereby releases the Lender Agent and each Lender Lenders and their respective officers, employees and designees from any liabilities arising from any act or acts under this power of attorney and in furtherance thereof, whether of omission or commission, except as a result of the LenderAgent’s or any of its officer’s, employee’s or designeeLender’s own gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction. The Lender’s authority hereunder shall include, without limitation, the authority to execute and give receipt for any certificate of ownership or any document, to transfer title to any item of Collateral and to take any other actions arising from or incident to the powers granted to the Lender under this Agreement. This power of attorney is coupled with an interest and is irrevocable until the Obligations are repaid in full.

Power of Attorney. In addition to all of the powers granted to the Lender hereunderEach Member hereby irrevocably makes, constitute, and appoints each Board Member, the Company hereby irrevocably designates Manager and appoints the Lender (and all persons designated by the Lender) Liquidating Trustee, if any, in such capacity as the Company’s Liquidating Trustee for so long as it acts as such, as its true and lawful attorney-in-agent and attorney in fact, with full power of substitution and authorizes full power and authority in its name, place and stead, to make, execute, sign, acknowledge, swear to, record and file: (a) this Agreement and any amendment to this Agreement that has been adopted as herein provided; (b) the Lender original certificate of formation of the Company and all amendments thereto required or permitted by law or the provisions of this Agreement; (c) all certificates and its designees)other instruments deemed advisable by the Board, the Manager or the Liquidating Trustee to carry out the provisions of this Agreement and applicable law or to permit the Company to become or to continue as a limited liability company or a company wherein the Members have limited liability in each jurisdiction where the Company may be doing business; (d) all instruments that the Board, the Manager or the Liquidating Trustee deems appropriate to reflect a change or modification of this Agreement or the Company in accordance with this Agreement, including in connection with any Transfer of Shares, the admission of additional Members or substituted Members or the issuance or redemption of Shares, in each case pursuant to the Company’s provisions of this Agreement; (e) all conveyances and other instruments or papers deemed advisable by the Board, the Manager or the Lender’s name, to, at any time an Event Liquidating Trustee to effect the dissolution and termination of Default exists the Company (consistent with Section 11); (f) all fictitious or has occurred and is continuing assumed name certificates required or permitted (i) demand payment on receivables or other Collateral, (ii) enforce payment of receivables by legal proceedings or otherwise, (iii) exercise all in light of the Company’s rights and remedies activities) to collect any receivable or other Collateral, (iv) sell or assign any receivable or other Collateral upon such terms, for such amount and at such time or times as the Lender deems advisable, (v) settle, adjust, compromise, extend or renew any receivable, (vi) discharge and release any receivable, (vii) prepare, file and sign be filed on behalf of the Company’s name on any proof of claim in bankruptcy or other similar document against an account debtor or other obligor in respect of any receivables or other Collateral, (viii) notify the post office authorities to change the address for delivery of remittances from account debtors or other obligors in respect of receivables or other proceeds of Collateral to an address designated by the Lender, and open and dispose of all mail addressed to the Company and handle and store all mail relating to the Collateral; (ix) make any payment or take any action necessary or desirable to protect or preserve any Collateral; and (xg) do all acts and things which are necessary, in the Lender’s determination, other instruments or papers that may be required or permitted by law to fulfill the Company’s Obligations under this Agreement and the other Loan Documents. The Company hereby releases the Lender and each Lender and their respective officers, employees and designees from any liabilities arising from any act or acts under this power of attorney and in furtherance thereof, whether of omission or commission, except as a result be filed on behalf of the Lender’s or any Company that are not legally binding on the Members in their individual capacity and are necessary to carry out the provisions of its officer’s, employee’s or designee’s own gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction. The Lender’s authority hereunder shall include, without limitation, the authority to execute and give receipt for any certificate of ownership or any document, to transfer title to any item of Collateral and to take any other actions arising from or incident to the powers granted to the Lender under this Agreement. This power of The Board or the Manager shall notify each Member for which it has exercised a power-of-attorney is coupled with an interest and is irrevocable until the Obligations are repaid in fullas soon as practicable thereafter.

Power of Attorney. In connection with the acquisition of Units pursuant to this Program Subscription Agreement (and the related Program Subscription Agreement Signature Page) and a Purchase and Exchange Form (and the related Purchase and Exchange Form Signature Page), the Subscriber does hereby (in addition to all to, and not by way of limitation of, the Power of Attorney included in Section 10.02 of the powers granted to the Lender hereunderOperating Agreement) irrevocably constitute and appoint MLAI and each officer thereof, the Company hereby irrevocably designates and appoints the Lender (and all persons designated by the Lender) individually, as the Company’s Subscriber's true and lawful representative and attorney-in-fact, and authorizes the Lender (and its designees)with full power of substitution, in the Company’s or the Lender’s Subscriber's name, to, at any time an Event of Default exists or has occurred place and is continuing stead: (a) (i) demand payment to receive and pay over to the related FuturesAccess Fund(s) on receivables or other Collateralbehalf of the Subscriber, to the extent set forth in the Operating Agreement, all funds received hereunder, and (ii) enforce payment of receivables by legal proceedings to complete or otherwisecorrect, (iii) exercise all of the Company’s rights and remedies to collect any receivable or other Collateralon behalf of, (iv) sell or assign any receivable or other Collateral upon such terms, for such amount and at such time or times as the Lender deems advisabledirection of, (v) settlethe Subscriber, adjust, compromise, extend or renew any receivable, (vi) discharge and release any receivable, (vii) prepare, file and sign the Company’s name on any proof of claim in bankruptcy or other similar document against an account debtor or other obligor in respect of any receivables or other Collateral, (viii) notify the post office authorities all documents to change the address for delivery of remittances from account debtors or other obligors in respect of receivables or other proceeds of Collateral to an address designated be executed by the LenderSubscriber in connection with the Subscriber's subscription for Units, and open and dispose of all mail addressed to the Company and handle and store all mail relating to the Collateral; (ix) make any payment or take any action necessary or desirable to protect or preserve any Collateral; and (x) do all acts and things which are necessary, in the Lender’s determination, to fulfill the Company’s Obligations under this Agreement and the other Loan Documents. The Company hereby releases the Lender and each Lender and their respective officers, employees and designees from any liabilities arising from any act or acts under this power of attorney and in furtherance thereof, whether of omission or commission, except as a result of the Lender’s or any of its officer’s, employee’s or designee’s own gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction. The Lender’s authority hereunder shall includeincluding, without limitation, filling in or amending amounts, dates and other pertinent information; and (b) to execute, acknowledge, swear to, file and record (if applicable) on the authority to execute Subscriber's behalf, and give receipt for any certificate of ownership or any document, to transfer title to any item of Collateral and to take any other actions arising from or incident to in the powers granted to appropriate public offices if relevant: (i) the Lender under this Agreement. This Operating Agreement (including the power of attorney is included therein); (ii) all instruments which MLAI may deem necessary or appropriate to reflect virtually any amendment, change or modification of the Operating Agreement or the Certificate of Formation, including of related FuturesAccess Fund(s); and (iii) all instruments, agreements and documents which MLAI considers necessary to, or appropriate for, the operation of the related FuturesAccess Fund(s) as contemplated in the Confidential Program Disclosure Document and the Operating Agreement. The Subscriber agrees and acknowledges that MLAI and the other Investors are relying on the continued validity of the foregoing Power of Attorney, and that the Power of Attorney granted hereby shall be deemed to be coupled with an interest interest, shall be irrevocable, and is irrevocable until shall survive and not be affected by the Obligations are repaid in fullsubsequent death, incapacity, termination, bankruptcy, insolvency or dissolution of the Subscriber.

Power of Attorney. In addition The undersigned hereby irrevocably constitutes, and empowers to all of the powers granted to the Lender hereunderact alone, the Company hereby irrevocably designates and appoints the Lender (and all persons designated by the Lender) Board, as the Companyundersigned’s true and lawful attorney-in-factfact with authority to execute, acknowledge and authorizes swear to all instruments and file all documents requisite to carry out the Lender (intention and its designees)purpose of this Subscription Agreement and Power of Attorney, in including without limitation, the Company’s Operating Agreement, all amendments to the Operating Agreement and any schedules thereto effected in accordance with the Operating Agreement, all amendments to the Certificate of Formation filed with the Delaware Secretary of State and the Operating Agreement and all business certificates and other certificates and amendments thereto to be executed and/or filed from time to time in accordance with applicable laws. This Power of Attorney authorizes the Board to appoint its substitute under this Power of Attorney. The foregoing appointment shall be deemed to be a power coupled with an interest in recognition of the fact that each of the members will be relying upon the power of the manager to act as contemplated in the Operating Agreement in such filing and other action by it on behalf of the Company. The foregoing power of attorney shall be irrevocable and shall survive the incapacity, bankruptcy, insolvency, death, dissolution or termination of the Lenderundersigned. The undersigned acknowledges that the terms of the Operating Agreement permit certain amendments to the Operating Agreement, the schedules thereto and the articles of organization to be effected and certain other actions to be taken or omitted by, or with respect to, the Company, in each case with the approval of less than all the members. If, and when (i) such an amendment is proposed or such an action is proposed to be taken or omitted by, or with respect to, the Company which requires, under the terms of the Operating Agreement, actual consent of less than all the members, and (ii) the consent of those members whose consent is required has been given in the manner contemplated by the Operating Agreement, then each non-consenting member agrees that the attorney-in-fact specified above, with full power of substitution, is hereby authorized and empowered to make, swear to, verify, deliver, record, file and/or publish, for and on behalf of such non-consenting member, and in such member’s name, toplace and stead, at any time an Event and all instruments and documents which may be necessary or appropriate under Delaware law and any and all other applicable laws and regulations to permit such amendment to be lawfully made or action lawfully taken or omitted. Each consenting and non-consenting member is fully aware that such member and each other member had executed this, or a similar, Power of Default exists or has occurred Attorney and is continuing (i) demand payment that each member will rely on receivables or other Collateral, (ii) enforce payment the effectiveness of receivables by legal proceedings or otherwise, (iii) exercise all such powers with a view to the orderly administration of the Company’s rights and remedies to collect any receivable or other Collateral, (iv) sell or assign any receivable or other Collateral upon such terms, for such amount and at such time or times as the Lender deems advisable, (v) settle, adjust, compromise, extend or renew any receivable, (vi) discharge and release any receivable, (vii) prepare, file and sign the Company’s name on any proof of claim in bankruptcy or other similar document against an account debtor or other obligor in respect of any receivables or other Collateral, (viii) notify the post office authorities to change the address for delivery of remittances from account debtors or other obligors in respect of receivables or other proceeds of Collateral to an address designated by the Lender, and open and dispose of all mail addressed to the Company and handle and store all mail relating to the Collateral; (ix) make any payment or take any action necessary or desirable to protect or preserve any Collateral; and (x) do all acts and things which are necessary, in the Lender’s determination, to fulfill the Company’s Obligations under this Agreement and the other Loan Documents. The Company hereby releases the Lender and each Lender and their respective officers, employees and designees from any liabilities arising from any act or acts under this power of attorney and in furtherance thereof, whether of omission or commission, except as a result of the Lender’s or any of its officer’s, employee’s or designee’s own gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction. The Lender’s authority hereunder shall include, without limitation, the authority to execute and give receipt for any certificate of ownership or any document, to transfer title to any item of Collateral and to take any other actions arising from or incident to the powers granted to the Lender under this Agreement. This power of attorney is coupled with an interest and is irrevocable until the Obligations are repaid in fullaffairs.

Power of Attorney. In addition to all of the powers granted to the Lender hereunderThe Subscriber, the Company by executing this Subscription Agreement, hereby irrevocably designates and appoints the Lender (and all persons designated by the Lender) General Partner, with full power of substitution, as the Company’s its true and lawful attorney-in-factfact and agent, in its name, place, and authorizes the Lender (stead with full power and authority to act on its designees)behalf to make, in the Company’s or the Lender’s nameexecute, tosign, at any time an Event of Default exists or has occurred deliver and is continuing file (i) demand payment on receivables or other Collateralall notices with the Registrar of Limited Partnership in the applicable jurisdiction of formation, (ii) enforce payment of receivables by legal proceedings the applicable Partnership Agreement, including any counterparts thereto, or otherwiseany other document necessary for admitting the Subscriber as a Limited Partner, (iii) exercise all any other instrument or document that may be required to be filed by the Selected Fund under the laws of the Company’s rights and remedies to collect applicable jurisdiction of formation including the Cayman Islands, the United States, the State of Delaware or any receivable other state thereof or other Collateraljurisdiction or by any governmental agency or that the General Partner deems advisable to file, and (iv) sell any instrument, document or assign certificate that may from time to time be required by the laws of the jurisdiction of formation or any receivable other applicable law to effectuate, implement and continue the valid and subsisting existence of the Selected Fund, the admission of an additional or substituted Limited Partners or the dissolution (winding-up) and termination of the Selected Fund (provided such continuation, admission or dissolution and termination are in accordance with the terms of the applicable Partnership Agreement) or to reflect any reductions in the amount of commitments of the Investors; To the fullest extent permitted by applicable law, it is expressly intended by the Subscriber that the power of attorney and agency granted by this paragraph is coupled with an interest given to secure a proprietary interest of the donee of the power or the performance of an obligation owed to the donee, shall be irrevocable, and shall survive and not be affected by the subsequent disability or incapacity of the Subscriber (or if the Subscriber is a corporation, partnership, trust, association, limited liability company or other Collateral upon such termslegal entity, for such amount and at such time or times as the Lender deems advisable, (v) settle, adjust, compromise, extend or renew any receivable, (vi) discharge and release any receivable, (vii) prepare, file and sign the Company’s name on any proof of claim in bankruptcy or other similar document against an account debtor or other obligor in respect of any receivables or other Collateral, (viii) notify the post office authorities to change the address for delivery of remittances from account debtors or other obligors in respect of receivables or other proceeds of Collateral to an address designated by the Lendercancellation, dissolution or termination thereof and open and dispose of all mail addressed shall extend to the Company Subscriber’s successors and handle and store all mail relating to the Collateralassigns); (ix) make any payment or take any action necessary or desirable to protect or preserve any Collateral; and (x) do all acts and things which are necessaryprovided, in the Lender’s determinationhowever, to fulfill the Company’s Obligations under this Agreement and the other Loan Documents. The Company hereby releases the Lender and each Lender and their respective officers, employees and designees from any liabilities arising from any act or acts under that this power of attorney and in furtherance thereof, whether agency granted by the Subscriber shall expire as to the Subscriber with respect to the Selected Fund immediately after the final dissolution of omission such Selected Fund or commission, except the complete withdrawal of such Subscriber as a result Limited Partner of such Selected Fund. To the Lender’s or any of its officer’sfullest extent permitted by applicable law, employee’s or designee’s own gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction. The Lender’s authority hereunder shall include, without limitation, the authority to execute and give receipt for any certificate of ownership or any document, to transfer title to any item of Collateral and to take any other actions arising from or incident to the powers granted to the Lender under this Agreement. This power of attorney and agency may be exercised by such attorney-in-fact and agent for the Subscriber by a single signature of the General Partner, with or without listing all Limited Partners. The Subscriber hereby represents and warrants that the power of attorney granted by the Subscriber pursuant to this power of attorney has been executed by it in compliance with the laws of the state or jurisdiction in which this Subscription Agreement was executed and to which the Subscriber is coupled subject. To the extent that the power of attorney granted or purported to be granted by the Subscriber to the General Partner in this Subscription Agreement is or is otherwise deemed to be unenforceable or inapplicable with an interest respect to the Subscriber, then the Subscriber shall do and is irrevocable until perform, or cause to be done and performed, all such further acts and things and shall execute and deliver to the Obligations are repaid General Partner all such other agreements, certificates, instruments and documents, as the General Partner may reasonably request in fullorder to carry out the intent and accomplish the purposes of this Subscription Agreement, the applicable Partnership Agreement and the consummation of the transactions contemplated hereby and thereby.

Power of Attorney. In addition to all Each Additional Holder, by its execution of the powers granted to the Lender hereunderthis Agreement, the Company hereby irrevocably designates makes, constitutes and appoints the Lender Parent (and all persons such other Persons as may from time to time be designated by the LenderParent) as the Companywith full power of substitution and resubstitution, such Additional Holder’s true and lawful proxy, agent and attorney-in-fact, with full power and authorizes the Lender (and its designees), authority in the Company’s or the Lendersuch Additional Holder’s name, place and stead, to execute, swear to, acknowledge, deliver, file and record all instruments and other documents and do such other acts which Parent reasonably deems appropriate or necessary to effect or evidence contribution and deposit of the Rollover Shares in accordance with Article I, its covenants in accordance with Article III, and the other actions and obligations required of such Additional Holder pursuant to and in accordance with this Agreement, and such power of attorney may be exercised at any time an Event and from time to time from the date hereof until the termination of Default exists or has occurred and is continuing (i) demand payment on receivables or other Collateral, (ii) enforce payment of receivables by legal proceedings or otherwise, (iii) exercise all of the Company’s rights and remedies to collect any receivable or other Collateral, (iv) sell or assign any receivable or other Collateral upon such terms, for such amount and at such time or times as the Lender deems advisable, (v) settle, adjust, compromise, extend or renew any receivable, (vi) discharge and release any receivable, (vii) prepare, file and sign the Company’s name on any proof of claim in bankruptcy or other similar document against an account debtor or other obligor in respect of any receivables or other Collateral, (viii) notify the post office authorities to change the address for delivery of remittances from account debtors or other obligors in respect of receivables or other proceeds of Collateral to an address designated by the Lender, and open and dispose of all mail addressed to the Company and handle and store all mail relating to the Collateral; (ix) make any payment or take any action necessary or desirable to protect or preserve any Collateral; and (x) do all acts and things which are necessary, in the Lender’s determination, to fulfill the Company’s Obligations under this Agreement pursuant to and the other Loan Documentsin accordance with Section 6.17. The Company hereby releases the Lender and each Lender and their respective officers, employees and designees from any liabilities arising from any act or acts under this power of attorney and in furtherance thereof, whether of omission or commission, except as a result of the Lender’s or any of its officer’s, employee’s or designee’s own gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction. The Lender’s authority hereunder shall include, without limitation, the authority to execute and give receipt for any certificate of ownership or any document, to transfer title to any item of Collateral and to take any other actions arising from or incident to the powers granted to the Lender under this Agreement. This foregoing power of attorney is irrevocable and coupled with an interest interest, and is irrevocable until shall survive such Additional Holder’s death, disability, incapacity, dissolution, bankruptcy, insolvency or termination and the Obligations are repaid transfer of all or any portion of its Company Common Stock and shall extend to such Additional Xxxxxx’s heirs, successors, assigns and personal representatives, and any person dealing with Parent may conclusively and absolutely rely, without inquiry, upon any act of the Parent as the act of Parent in fullthe matters referred to in this paragraph. Other than as provided in this paragraph, each Additional Holder shall not, directly or indirectly, grant any Person any proxy (revocable or irrevocable), power of attorney or other authorization with respect to any of its Rollover Shares. Parent may terminate this proxy with respect to any Additional Holder at any time at its sole election by written notice provided to the Additional Holder.

Power of Attorney. In addition to all of the powers granted to the Lender hereunder, the Company Each Borrower and Guarantor hereby irrevocably designates and appoints the Lender Agent (and all persons designated by the LenderAgent) as the Companysuch Borrower’s and Guarantor’s true and lawful attorney-in-fact, and authorizes the Lender (and its designees)Agent, in the Companysuch Borrower’s, Guarantor’s or the LenderAgent’s name, to, : (a) at any time an Event of Default exists or has occurred and is continuing (i) demand payment on receivables Receivables or other Collateral, (ii) enforce payment of receivables Receivables by legal proceedings or otherwise, (iii) exercise all of the Companysuch Borrower’s or Guarantor’s rights and remedies to collect any receivable Receivable or other Collateral, (iv) sell or assign any receivable or other Collateral Receivable upon such terms, for such amount and at such time or times as the Lender Agent deems advisable, (v) settle, adjust, compromise, extend or renew any receivablean Account, (vi) discharge and release any receivableReceivable, (vii) prepare, file and sign the Companysuch Borrower’s or Guarantor’s name on any proof of claim in bankruptcy or other similar document against an account debtor or other obligor in respect of any receivables Receivables or other Collateral, (viii) notify the post office authorities to change the address for delivery of remittances from account debtors or other obligors in respect of receivables Receivables or other proceeds of Collateral to an address designated by the LenderAgent, and open and dispose of all mail addressed to the Company such Borrower or Guarantor and handle and store all mail relating to the Collateral; and (ix) make any payment or take any action necessary or desirable to protect or preserve any Collateral; and (x) do all acts and things which are necessary, in the LenderAgent’s determination, to fulfill the Companysuch Borrower’s Obligations or Guarantor’s obligations under this Agreement and the other Loan DocumentsFinancing Agreements and (b) at any time to (i) take control in any manner of any item of payment in respect of Receivables or constituting Collateral or otherwise received in or for deposit in the Blocked Accounts or otherwise received by Agent or any Lender, (ii) have access to any lockbox or postal box into which remittances from account debtors or other obligors in respect of Receivables or other proceeds of Collateral are sent or received, (iii) endorse such Borrower’s or Guarantor’s name upon any items of payment in respect of Receivables or constituting Collateral or otherwise received by Agent and any Lender and deposit the same in Agent’s account for application to the Obligations, (iv) endorse such Borrower’s or Guarantor’s name upon any chattel paper, document, instrument, invoice, or similar document or agreement relating to any Receivable or any goods pertaining thereto or any other Collateral, including any warehouse or other receipts, or bills of lading and other negotiable or non-negotiable documents, (v) clear Inventory the purchase of which was financed with a letter of credit through U.S. Customs, Canadian Customs or foreign export control authorities in such Borrower’s or Guarantor’s name, Agent’s name or the name of Agent’s designee, and to sign and deliver to customs officials powers of attorney in such Borrower’s or Guarantor’s name for such purpose, and to complete in such Borrower’s or Guarantor’s or Agent’s name, any order, sale or transaction, obtain the necessary documents in connection therewith and collect the proceeds thereof, and (vi) sign such Borrower’s or Guarantor’s name on any verification of Receivables and notices thereof to account debtors or any secondary obligors or other obligors in respect thereof. The Company Each Borrower and Guarantor hereby releases the Lender Agent and each Lender Lenders and their respective officers, employees and designees from any liabilities arising from any act or acts under this power of attorney and in furtherance thereof, whether of omission or commission, except as a result of the LenderAgent’s or any of its officer’s, employee’s or designeeLender’s own gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction. The Lender’s authority hereunder shall include, without limitation, the authority to execute and give receipt for any certificate of ownership or any document, to transfer title to any item of Collateral and to take any other actions arising from or incident to the powers granted to the Lender under this Agreement. This power of attorney is coupled with an interest and is irrevocable until the Obligations are repaid in full.

Power of Attorney. In addition to all of the powers granted to the Lender hereunder, the Company Each Borrower and Guarantor hereby irrevocably designates and appoints the Lender Agent (and all persons designated by the LenderAgent) as the Companysuch Borrower’s and Guarantor’s true and lawful attorney-in-fact, and authorizes the Lender (and its designees)Agent, in the Companysuch Borrower’s, Guarantor’s or the LenderAgent’s name, to, : (a) at any time an Event of Default exists or has occurred and is continuing (i) demand payment on receivables Receivables or other Collateral, (ii) enforce payment of receivables Receivables by legal proceedings or otherwise, (iii) exercise all of the Companysuch Borrower’s or Guarantor’s rights and remedies to collect any receivable Receivable or other Collateral, (iv) sell or assign any receivable or other Collateral Receivable upon such terms, for such amount and at such time or times as the Lender Agent deems advisable, (v) settle, adjust, compromise, extend or renew any receivablean Account, (vi) discharge and release any receivableReceivable, (vii) prepare, file and sign the Companysuch Borrower’s or Guarantor’s name on any proof of claim in bankruptcy or other similar document against an account debtor or other obligor in respect of any receivables Receivables or other Collateral, (viii) notify the post office authorities to change the address for delivery of remittances from account debtors or other obligors in respect of receivables Receivables or other proceeds of Collateral to an address designated by the LenderAgent, and open and dispose of all mail addressed to the Company such Borrower or Guarantor and handle and store all mail relating to the Collateral; and (ix) make any payment or take any action necessary or desirable to protect or preserve any Collateral; and (x) do all acts and things which are necessary, in the LenderAgent’s determination, to fulfill the Companysuch Borrower’s Obligations or Guarantor’s obligations under this Agreement and the other Loan DocumentsFinancing Agreements and (b) at any time to (i) take control in any manner of any item of payment in respect of Receivables or constituting Collateral or otherwise received in or for deposit in the Blocked Accounts or otherwise received by Agent or any Lender, (ii) have access to any lockbox or postal box into which remittances from account debtors or other obligors in respect of Receivables or other proceeds of Collateral are sent or received, (iii) endorse such Borrower’s or Guarantor’s name upon any items of payment in respect of Receivables or constituting Collateral or otherwise received by Agent and any Lender and deposit the same in Agent’s account for application to the Obligations, (iv) endorse such Borrower’s or Guarantor’s name upon any chattel paper, document, instrument, invoice, or similar document or agreement relating to any Receivable or any goods pertaining thereto or any other Collateral, including any warehouse or other receipts, or bills of lading and other negotiable or non-negotiable documents, (v) clear Inventory the purchase of which was financed with a Letter of Credit through U.S. Customs or foreign export control authorities in such Borrower’s or Guarantor’s name, Agent’s name or the name of Agent’s designee, and to sign and deliver to customs officials powers of attorney in such Borrower’s or Guarantor’s name for such purpose, and to complete in such Borrower’s or Guarantor’s or Agent’s name, any order, sale or transaction, obtain the necessary documents in connection therewith and collect the proceeds thereof, and (vi) sign such Borrower’s or Guarantor’s name on any verification of Receivables and notices thereof to account debtors or any secondary obligors or other obligors in respect thereof. The Company Each Borrower and Guarantor hereby releases the Lender Agent and each Lender Lenders and their respective officers, employees and designees from any liabilities arising from any act or acts under this power of attorney and in furtherance thereof, whether of omission or commission, except as a result of the LenderAgent’s or any of its officer’s, employee’s or designeeLender’s own gross negligence or willful wilful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction. The Lender’s authority hereunder shall include, without limitation, the authority to execute and give receipt for any certificate of ownership or any document, to transfer title to any item of Collateral and to take any other actions arising from or incident to the powers granted to the Lender under this Agreement. This power of attorney is coupled with an interest and is irrevocable until the Obligations are repaid in full.

Power of Attorney. In addition to all Following the occurrence and continuance of the powers granted to the Lender hereunderan Event of Default, the Company Agent is hereby irrevocably designates made, constituted and appoints appointed the Lender (and all persons designated by the Lender) as the Company’s true and lawful attorney-in-factattorney for Borrower (without requiring Agent to act as such) with full power of substitution to do the following (all in accordance with the terms of this Agreement): (i) endorse the name of Borrower upon any and all checks, drafts, money orders and authorizes other instruments for the Lender payment of money that are payable to Borrower and constitute collections on any Pledged Receivables; (and its designees), ii) execute and/or file in the Companyname of Borrower any financing statements, amendments to financing statements, schedules to financing statements, releases or terminations thereof, assignments, instruments or documents that it is obligated to execute and/or file under any of the Loan Documents (to the extent Borrower fails to so execute and/or file any of the foregoing within three (3) Business Days of Agent’s written request or the Lendertime when Borrower is otherwise obligated to do so); (iii) execute and/or file in the name of Borrower assignments, instruments, documents, schedules and statements that it is obligated to give Agent under any of the Loan Documents (to the extent Borrower fails to so execute and/or file any of the foregoing within three (3) Business Days of Agent’s namewritten request or the time when Borrower is otherwise obligated to do so) and (iv) do such other and further acts and deeds in the name of Borrower that Agent may deem reasonably necessary to enforce, tomake, at create, maintain, continue, enforce or perfect Agent’s security interest, Lien or rights in any time Collateral. In addition, if Borrower breaches its obligation hereunder to direct payments of Pledged Receivables or the proceeds of any other Collateral to the Lockbox Account, Agent, as the irrevocably made, constituted and appointed true and lawful attorney for Borrower pursuant to this paragraph, following the occurrence and continuance of an Event of Default exists or has occurred and is continuing (i) demand payment on receivables Default, may, by the signature or other Collateralact of any of Agent’s officers or authorized signatories (without requiring any of them to do so), (ii) enforce payment direct any federal, state or private payor or fiscal intermediary to pay proceeds of receivables by legal proceedings Pledged Receivables or otherwise, (iii) exercise all of the Company’s rights and remedies to collect any receivable or other Collateral, (iv) sell or assign any receivable or other Collateral upon such terms, for such amount and at such time or times as the Lender deems advisable, (v) settle, adjust, compromise, extend or renew any receivable, (vi) discharge and release any receivable, (vii) prepare, file and sign the Company’s name on any proof of claim in bankruptcy or other similar document against an account debtor or other obligor in respect of any receivables or other Collateral, (viii) notify the post office authorities to change the address for delivery of remittances from account debtors or other obligors in respect of receivables or other proceeds of Collateral to an address designated by the Lender, and open and dispose of all mail addressed to the Company and handle and store all mail relating to the Collateral; (ix) make any payment Lockbox Account or take any action necessary or desirable to protect or preserve any Collateral; and (x) do all acts and things which are necessary, another account designated in the Lender’s determination, to fulfill the Company’s Obligations under this Agreement and the other Loan Documents. The Company hereby releases the Lender and each Lender and their respective officers, employees and designees from any liabilities arising from any act or acts under this power of attorney and in furtherance thereof, whether of omission or commission, except as a result of the Lender’s or any of its officer’s, employee’s or designee’s own gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction. The Lender’s authority hereunder shall include, without limitation, the authority to execute and give receipt for any certificate of ownership or any document, to transfer title to any item of Collateral and to take any other actions arising from or incident to the powers granted to the Lender under this Agreement. This power of attorney is coupled with an interest and is irrevocable until the Obligations are repaid in fullwriting by Agent.

Power of Attorney. In addition to all of the powers granted to the Lender hereunder, the Company Each Borrower and Guarantor hereby irrevocably designates and appoints the Lender Agent (and all persons designated by the LenderAgent) as the Companysuch Borrower’s or Guarantor’s true and lawful attorney-in-fact, and authorizes the Lender (and its designees)Agent, in the Companysuch Borrower’s or the LenderGuarantor’s, or Agent’s name, to, at any time an Event of Default exists or has occurred and is continuing (i) demand payment on receivables Receivables or other Collateral, (ii) enforce payment of receivables Receivables by legal proceedings or otherwise, (iii) exercise all of the Companysuch Borrower’s or Guarantor’s rights and remedies to collect any receivable Receivable or other Collateral, (iv) sell or assign any receivable or other Collateral Receivable upon such terms, for such amount and at such time or times as the Lender Agent deems advisable, (v) settle, adjust, compromise, extend or renew any receivablean Account, (vi) discharge and release any receivableReceivable, (vii) prepare, file and sign the Companysuch Borrower’s or Guarantor’s name on any proof of claim in bankruptcy or other similar document against an account debtor or other obligor in respect of any receivables Receivables or other Collateral, (viii) notify the post office authorities to change the address for delivery of remittances from account debtors or other obligors in respect of receivables Receivables or other proceeds of Collateral to an address designated by the LenderAgent, and open and dispose of all mail addressed to the Company such Borrower or Guarantor and handle and store all mail relating to the Collateral; , (ix) make any payment or take any action necessary or desirable to protect or preserve any Collateral; and (x) do all acts and things which are necessary, in the LenderAgent’s determination, to fulfill the Companysuch Borrower’s Obligations or Guarantor’s obligations under this Agreement and the other Loan DocumentsFinancing Agreements, (x) take control in any manner of any item of payment in respect of Receivables or constituting Collateral or otherwise received in or for deposit in the Blocked Accounts or otherwise received by Agent or any Lender, (xi) have access to any lockbox or postal box into which remittances from account debtors or other obligors in respect of Receivables or other proceeds of Collateral are sent or received, (xii) endorse such Borrower’s or Guarantor’s name upon any items of payment in respect of Receivables or constituting Collateral or otherwise received by Agent and any Lender and deposit the same in Agent’s account for application to the Obligations, (xiii) endorse such Borrower’s or Guarantor’s name upon any chattel paper, document, instrument, invoice, or similar document or agreement relating to any Receivable or any goods pertaining thereto or any other Collateral, including any warehouse or other receipts, or bills of lading and other negotiable or non-negotiable documents, (xiv) clear Inventory the purchase of which was financed with Letter of Credit Accommodations through U.S. Customs or foreign export control authorities in such Borrower’s or Guarantor’s name, Agent’s name or the name of Agent’s designee, and to sign and deliver to customs officials powers of attorney in such Borrower’s or Guarantor’s own name for such purpose, and to complete in such Borrower’s or Guarantor’s or Agent’s name, any order, sale or transaction, obtain the necessary documents in connection therewith and collect the proceeds thereof, and (xv) sign such Borrower’s or Guarantor’s name on any verification of Receivables and notices thereof to account debtors or any secondary obligors or other obligors in respect thereof. The Company Each Borrower and Guarantor hereby releases the Lender Agent and each Lender Lenders and their respective officers, employees and designees from any liabilities arising from any act or acts under this power of attorney and in furtherance thereof, whether of omission or commission, except as a result of the LenderAgent’s or any of its officer’s, employee’s or designeeLender’s own gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction. The Lender’s authority hereunder shall include, without limitation, the authority to execute and give receipt for any certificate of ownership or any document, to transfer title to any item of Collateral and to take any other actions arising from or incident to the powers granted to the Lender under this Agreement. This power of attorney is coupled with an interest and is irrevocable until the Obligations are repaid in full.

Power of Attorney. In addition to all of the powers granted to the Lender hereunder, the Company Borrower hereby irrevocably designates appoints and appoints the instructs Lender (and all persons designated by the Lender) as the Company’s true and lawful its attorney-in-fact, and authorizes the Lender (and its designees), with full authority in the Company’s place and stead of Borrower and in the name of Borrower, Lender or the otherwise, from time to time in Lender’s namediscretion to take any and all actions necessary and proper, toto carry out the intent of this Agreement and (a) to perfect and protect the lien, at any time pledge, assignment and security interest of Lender created hereunder, (b) from and during the continuance of an Event of Default exists or has occurred and is continuing Default, (i) demand payment on receivables to ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or other in respect of any of the Collateral, (ii) to file any claims or take any action or institute any proceedings for the collection of any of the Collateral or otherwise to enforce payment the rights of receivables Lender with respect to any of the Collateral, and (iii) in connection with the exercise of any power, right, privilege or remedy pursuant to this Agreement, to make all necessary assignments, transfers and deliveries of the Collateral and rights and to execute all applications, certificates, instruments, assignments and other documents and papers, (c) to collect and receive any insurance proceeds paid with respect to any portion of the insurance policies required to be maintained hereunder, and to endorse any checks, drafts or other instruments representing any insurance proceeds whether payable by legal proceedings reason of loss thereunder or otherwise, (iiid) to exercise all of the Company’s rights and remedies any option to collect any receivable or other Collateral, (iv) sell or assign any receivable or other Collateral upon such terms, for such amount and at such time or times as the Lender deems advisable, (v) settle, adjust, compromise, extend or renew the term of any receivableGround Lease in the name of and on behalf of Borrower or Owner and (e) from and during the continuance of an Event of Default, (vi) discharge and release any receivable, (vii) prepare, to file and sign prosecute, to the Company’s name on exclusion of Borrower and Owner, any proof proofs of claim claim, complaints, motions, applications, notices and other documents, in bankruptcy or other similar document against an account debtor or other obligor any case in respect of any receivables Ground Lessor under the Bankruptcy Code. Borrower hereby ratifies, approves and confirms all actions taken by Lender and its attorneys-in-fact pursuant to this Section 2.33. Neither Lender nor any said Lender or other Collateral, (viii) notify the post office authorities attorney-in-fact will be liable for any acts of commission or omission nor for any error of judgment or mistake of fact or law with respect to change the address for delivery of remittances from account debtors or other obligors in respect of receivables or other proceeds of Collateral to an address designated by the Lender, and open and dispose of all mail addressed to the Company and handle and store all mail relating to its dealings with the Collateral; (ix) make any payment or take any action necessary or desirable to protect or preserve any Collateral; and (x) do all acts and things which are necessary, in the Lender’s determination, to fulfill the Company’s Obligations under this Agreement and the other Loan Documents. The Company hereby releases the Lender and each Lender and their respective officers, employees and designees from any liabilities arising from any act or acts under this power of attorney and in furtherance thereof, whether of omission or commission, except as a result of the Lender’s or any of its officer’s, employee’s or designee’s own gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction. The Lender’s authority hereunder shall include, without limitation, the authority to execute and give receipt for any certificate of ownership or any document, to transfer title to any item of Collateral and to take any other actions arising from or incident to the powers granted to the Lender under this Agreement. This power of attorney is attorney, being coupled with an interest and interest, is irrevocable until the Obligations are repaid date upon which the Debt has been indefeasibly satisfied in full. Without limiting the foregoing, if Borrower fails to perform any agreement or obligation contained herein, Lender may itself perform, or cause performance of, where necessary or advisable in the name or on behalf of Borrower, and at the expense of Borrower, as applicable.

Power of Attorney. In addition Subject to the provisions of Section 5.11 of this Agreement regarding the handling of Business Proceedings and Excluded Liabilities, Ceding Company does hereby appoint and name Reinsurer, acting through Reinsurer’s authorized officers and employees, as Ceding Company’s lawful attorney in fact with respect to the rights, duties, privileges and obligations of Ceding Company relating to the Reinsured Policies and Other Agreements, (i) to do any and all lawful acts that Ceding Company might have done with respect to the Reinsured Policies and Other Agreements, and (ii) to proceed by all lawful means (A) to perform any and all of Ceding Company’s obligations under the powers granted Reinsured Policies and Other Agreements, (B) to enforce any right and defend against any liability arising under the Lender hereunderReinsured Policies and Other Agreements, (C) to xxx or defend (in the Company hereby irrevocably designates name of Ceding Company, when necessary) any action arising under the Reinsured Policies and appoints the Lender Other Agreements, (D) to collect any and all sums due or payable to Ceding Company under the Reinsured Policies and Other Agreements and to quit and release for same, (E) to collect any and all Premiums due or payable under the Reinsured Policies through any automatic charge authorizations or otherwise of persons designated by the Lenderwho own or hold Reinsured Policies, (F) as the to sign (in Ceding Company’s true and lawful attorney-in-fact, and authorizes the Lender (and its designees), in the Company’s or the Lender’s name, towhen necessary) vouchers, at receipts, releases and other papers in connection with any time an Event of Default exists or has occurred and is continuing (i) demand payment on receivables or other Collateralthe foregoing matters, (iiG) enforce to take actions necessary, as may be reasonably determined, to maintain the Reinsured Policies in compliance with applicable laws and regulations, (H) to request rate changes for the Reinsured Policies, (I) to undertake the necessary duties in connection with payment of receivables by legal proceedings or otherwiseCommissions in connection with the Reinsured Policies, (iiiJ) exercise all to establish and maintain bank accounts in the name of Ceding Company and issue drafts and make deposits thereon for the purpose of performing the Administrative Services, and (K) to do everything lawful in connection with the satisfaction of the CompanyReinsurer’s rights and remedies to collect any receivable or other Collateral, (iv) sell or assign any receivable or other Collateral upon such terms, for such amount and at such time or times as the Lender deems advisable, (v) settle, adjust, compromise, extend or renew any receivable, (vi) discharge and release any receivable, (vii) prepare, file and sign the Company’s name on any proof of claim in bankruptcy or other similar document against an account debtor or other obligor in respect of any receivables or other Collateral, (viii) notify the post office authorities to change the address for delivery of remittances from account debtors or other obligors in respect of receivables or other proceeds of Collateral to an address designated by the Lender, and open and dispose of all mail addressed to the Company and handle and store all mail relating to the Collateral; (ix) make any payment or take any action necessary or desirable to protect or preserve any Collateral; and (x) do all acts and things which are necessary, in the Lender’s determination, to fulfill the Company’s Obligations under this Agreement obligations and the other Loan Documents. The Company hereby releases the Lender and each Lender and their respective officers, employees and designees from any liabilities arising from any act or acts under this power of attorney and in furtherance thereof, whether of omission or commission, except as a result of the Lender’s or any exercise of its officer’s, employee’s or designee’s own gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction. The Lender’s authority hereunder shall include, without limitation, the authority to execute and give receipt for any certificate of ownership or any document, to transfer title to any item of Collateral and to take any other actions arising from or incident to the powers granted to the Lender rights under this Agreement. This power of attorney is coupled with an interest and is irrevocable until the Obligations are repaid in full.

Power of Attorney. In addition to all of the powers granted to the Lender hereunder, the Company Borrower hereby irrevocably designates and appoints the Lender (and all persons designated by the Lender) as the Company’s Borrower's true and lawful attorney-in-fact, and authorizes the Lender (and its designees)Lender, in the Company’s Borrower's or the Lender’s 's name, to, : (a) at any time an Event of Default exists or has occurred and is continuing (i) demand payment on receivables Receivables or other Collateral, (ii) enforce payment of receivables Receivables by legal proceedings or otherwise, (iii) exercise all of the Company’s Borrower's rights and remedies to collect any receivable Receivable or other Collateral, (iv) sell or assign any receivable or other Collateral Receivable upon such terms, for such amount and at such time or times as the Lender deems advisable, (v) settle, adjust, compromise, extend or renew any receivablean Account, (vi) discharge and release any receivableReceivable, (vii) prepare, file and sign the Company’s Borrower's name on any proof of claim in bankruptcy or other similar document against an account debtor or other obligor in respect of any receivables Receivables or other Collateral, (viii) notify the post office authorities to change the address for delivery of remittances from account debtors or other obligors in respect of receivables Receivables or other proceeds of Collateral to an address designated by the Lender, and open and dispose of all mail addressed to the Company Borrower and handle and store all mail relating to the Collateral; and (ix) make any payment or take any action necessary or desirable to protect or preserve any Collateral; and (x) do all acts and things which are necessary, in the Lender’s 's determination, to fulfill the Company’s Obligations Borrower's obligations under this Agreement and the other Loan DocumentsFinancing Agreements and (b) at any time to (i) take control in any manner of any item of payment in respect of Receivables or constituting Collateral or otherwise received in or for deposit in the Blocked Accounts or otherwise received by Lender, (ii) have access to any lockbox or postal box into which remittances from account debtors or other obligors in respect of Receivables or other proceeds of Collateral are sent or received, (iii) endorse Borrower's name upon any items of payment in respect of Receivables or constituting Collateral or otherwise received by Lender and deposit the same in Lender's account for application to the Obligations, (iv) endorse Borrower's name upon any chattel paper, document, instrument, invoice, or similar document or agreement relating to any Receivable or any goods pertaining thereto or any other Collateral, including any warehouse or other receipts, or bills of lading and other negotiable or non-negotiable documents, (v) clear Inventory the purchase of which was financed with Letter of Credit Accommodations through U.S. Customs or foreign export control authorities in Borrower's name, Lender's name or the name of Lender's designee, and to sign and deliver to customs officials powers of attorney in Borrower's name for such purpose, and to complete in Borrower's or Lender's name, any order, sale or transaction, obtain the necessary documents in connection therewith and collect the proceeds thereof, (vi) sign Borrower's name on any verification of Receivables and notices thereof to account debtors or any secondary obligors or other obligors in respect thereof. The Company Borrower hereby releases the Lender and each Lender and their respective its officers, employees and designees from any liabilities arising from any act or acts under this power of attorney and in furtherance thereof, whether of omission or commission, except as a result of the Lender’s or any of its officer’s, employee’s or designee’s 's own gross negligence or willful wilful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction. The Lender’s authority hereunder shall include, without limitation, the authority to execute and give receipt for any certificate of ownership or any document, to transfer title to any item of Collateral and to take any other actions arising from or incident to the powers granted to the Lender under this Agreement. This power of attorney is coupled with an interest and is irrevocable until the Obligations are repaid in full.

Power of Attorney. In addition to all of the powers granted Subject to the Lender hereunderterms and conditions herein, the Company hereby irrevocably designates appoints and appoints names the Lender (Administrator, acting through its authorized officers and all persons designated by the Lender) employees, as the Company’s true and lawful attorney-in-fact, from and authorizes after the Lender Effective Date for so long as the Administrator is authorized to perform the Services and solely to the extent necessary to provide the Services, (a) to do any and its designees)all lawful acts that the Company might have done with respect to the Administered Business, in the Company’s or the Lender’s name, to, at any time an Event of Default exists or has occurred and is continuing (b) to proceed by all lawful means (i) demand payment on receivables or other Collateral, (ii) enforce payment of receivables by legal proceedings or otherwise, (iii) exercise to perform any and all of the Company’s rights obligations with respect to the Administered Business, (ii) to enforce any right and remedies defend (in the name of the Company, when necessary) against any liability arising with respect to collect the Administered Business, (iii) to xxx or defend (in the name of the Company, when necessary) any receivable Action arising from or other Collateralrelating to the Administered Business, (iv) sell to collect any and all sums due or assign any receivable or other Collateral upon such terms, for such amount and at such time or times as payable to the Lender deems advisableCompany in respect of the Administered Business, (v) settleto collect any and all Recoveries due or payable under or relating to the Covered Insurance Policies, adjustthe Separate Accounts, compromise, extend the portion of the Shared Separate Account that relates to the Covered Insurance Policies or renew any receivable, the Existing Reinsurance Agreements with respect to the Covered Insurance Policies; (vi) discharge to sign (in the Company’s name, when necessary) vouchers, receipts, releases and release other papers in connection with any receivableof the foregoing matters, (vii) prepare, file to enforce the rights and sign perform the Company’s name on any proof obligations of claim in bankruptcy or other similar document against an account debtor or other obligor in respect of any receivables or other Collateral, the Company under the Servicing Agreements and the In-Force Retail Sales Agreement; (viii) notify the post office authorities to change the address for delivery of remittances from account debtors or other obligors in respect of receivables or other proceeds of Collateral to an address designated take actions necessary, as may be reasonably determined by the LenderAdministrator, and open and dispose to maintain the Covered Insurance Policies, the Separate Accounts, the portion of all mail addressed the Shared Separate Account that relate to the Company Covered Insurance Policies and handle and store all mail relating the portions of the Existing Reinsurance Agreements that relate to the CollateralCovered Insurance Policies in compliance with Applicable Law; (viii) to request rate and form changes for the Covered Insurance Policies pursuant to Sections 3.5 and 3.8 hereof; and (ix) make any payment or take any action necessary or desirable to protect or preserve any Collateral; and (x) do all acts and things which are necessary, everything lawful in connection with the Lendersatisfaction of the Administrator’s determination, to fulfill the Company’s Obligations under this Agreement obligations and the other Loan Documents. The Company hereby releases the Lender and each Lender and their respective officers, employees and designees from any liabilities arising from any act or acts under this power of attorney and in furtherance thereof, whether of omission or commission, except as a result of the Lender’s or any exercise of its officer’s, employee’s or designee’s own gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction. The Lender’s authority hereunder shall include, without limitation, the authority to execute and give receipt for any certificate of ownership or any document, to transfer title to any item of Collateral and to take any other actions arising from or incident to the powers granted to the Lender rights under this Agreement. This power of attorney is coupled with an interest and is irrevocable until the Obligations are repaid in full.

Power of Attorney. In addition to all of the powers granted to the Lender hereunder, the Company Each Borrower and Guarantor hereby irrevocably designates and appoints the Lender Agent (and all persons designated by the LenderAgent) as the Companysuch Borrower’s and Guarantor’s true and lawful attorney-in-fact, and authorizes the Lender (and its designees)Agent, in the Companysuch Borrower’s, Guarantor’s or the LenderAgent’s name, subject to the terms of the Intercreditor Agreement and the obligation of Agent to comply with applicable laws, to, : (a) at any time an Event of Default exists or has occurred and is continuing (i) demand payment on receivables or other Collateralany Collateral (to the extent such payment is due), (ii) enforce payment of receivables any of the Collateral by legal proceedings or otherwise, (iii) exercise all of the Companysuch Borrower’s or Guarantor’s rights and remedies to collect any receivable or other Collateral, (iv) subject to pre-existing rights and licenses with respect to the Term Loan Priority Collateral, sell or assign any receivable or other Collateral upon such terms, for such amount and at such time or times as the Lender Agent deems advisable, (v) settle, adjust, compromise, extend or renew any receivableof the Collateral, (vi) discharge and release any receivableCollateral, (vii) prepare, file and sign the Companysuch Borrower’s or Guarantor’s name on any proof of claim in bankruptcy or other similar document against an account debtor or other obligor in respect of any receivables or other Collateral, (viii) notify clear Inventory the post office purchase of which was financed with a Letter of Credit through U.S. Bureau of Customs and Border Protection or foreign export control authorities in such Borrower’s or Guarantor’s name, Agent’s name or the name of Agent’s designee, and to change sign and deliver to customs officials powers of attorney in such Borrower’s or Guarantor’s name for such purpose, and to complete in such Borrower’s or Guarantor’s or Agent’s name, any order, sale or transaction, obtain the address for delivery of remittances from necessary documents in connection therewith and collect the proceeds thereof, (ix) sign, subject to the Intercreditor Agreement, such Borrower’s or Guarantor’s name on notices to account debtors or any secondary obligors or other obligors in respect of receivables or other proceeds of Collateral to an address designated by the LenderCollateral, and open and dispose of all mail addressed to the Company and handle and store all mail relating to the Collateral; (ix) make any payment or take any action necessary or desirable to protect or preserve any Collateral; and (x) do all acts and things which are necessary, in the LenderAgent’s reasonable determination, to fulfill protect, preserve or realize upon the Company’s Obligations Collateral or otherwise to exercise any of the rights and remedies of Agent hereunder and under the other Financing Agreements and (b) at any time a Dominion Event exists to (i) take control in any manner of any item of payment received in or for deposit in the Concentration Accounts or other Cash Management Accounts in accordance with this Agreement and any of the other Loan DocumentsFinancing Agreements and (ii) have access to any lockbox or postal box into which remittances from account debtors or other obligors in respect of Collateral are sent or received if a Dominion Event exists, and (c) at any time to (i) take control of, subject to the Intercreditor Agreement, any item of payment constituting Collateral that is comes into the possession of Agent or any Lender (and remit such item to a Cash Management Account or Concentration Account), (ii) endorse, subject to the Intercreditor Agreement, such Borrower’s or Guarantor’s name upon any items of payment in respect of Collateral received by Agent and any Lender and deposit the same in Agent’s account for application to the Obligations, (iii) endorse, subject to the Intercreditor Agreement, such Borrower’s or Guarantor’s name upon any chattel paper, document, instrument, invoice, or similar document or agreement relating to any Receivable or any goods pertaining thereto or any other Collateral, including any warehouse or other receipts, or bills of lading and other negotiable or non-negotiable documents, and (iv) sign such Borrower’s or Guarantor’s name on any verification of amounts owing constituting Collateral. The Company Each Borrower and Guarantor hereby releases the Lender Agent and each Lender Lenders and their respective officers, employees and designees from any liabilities arising from any act or acts under this power of attorney and in furtherance thereof, whether of omission or commission, except as a result of the LenderAgent’s or any of its officer’sLender’s own, employee’s or designee’s own their respective officers’, employees’ or designees’, gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction. The Lender’s authority hereunder shall include, without limitation, the authority to execute and give receipt for any certificate of ownership or any document, to transfer title to any item of Collateral and to take any other actions arising from or incident to the powers granted to the Lender under this Agreement. This power of attorney is coupled with an interest and is irrevocable until the Obligations are repaid in full.

Power of Attorney. In addition to all of the powers granted to the Lender hereunder, the Company Each Borrower and Guarantor hereby irrevocably designates and appoints the Lender Agent (and all persons designated by the LenderAgent) as the Company’s such Borrower's and Guarantor's true and lawful attorney-in-fact, and authorizes the Lender (and its designees)Agent, in the Company’s such Borrower's, Guarantor's or the Lender’s Agent's name, to, : (a) at any time on and after an Event of Default exists or has occurred and is continuing (i) demand payment on receivables Receivables or other Collateral, (ii) enforce payment of receivables Receivables by legal proceedings or otherwise, (iii) exercise all of the Company’s such Borrower's or Guarantor's rights and remedies to collect any receivable Receivable or other Collateral, (iv) sell or assign any receivable or other Collateral Receivable upon such terms, for such amount and at such time or times as the Lender Agent deems 69 advisable, (v) settle, adjust, compromise, extend or renew any receivablean Account, (vi) discharge and release any receivableReceivable, (vii) prepare, file and sign the Company’s such Borrower's or Guarantor's name on any proof of claim in bankruptcy or other similar document against an account debtor Account Debtor or other obligor in respect of any receivables Receivables or other Collateral, (viii) notify the post office authorities to change the address for delivery of remittances from account debtors Account Debtors or other obligors in respect of receivables Receivables or other proceeds of Collateral to an address designated by the LenderAgent, and open and dispose of all mail addressed to the Company such Borrower or Guarantor and handle and store all mail relating to the Collateral; and (ix) make any payment or take any action necessary or desirable to protect or preserve any Collateral; and (x) do all acts and things which are necessary, in the Lender’s Agent's determination, to fulfill the Company’s Obligations such Borrower's or Guarantor's obligations under this Agreement and the other Loan DocumentsFinancing Agreements and (b) at all times that Agent has exercised its right to instruct the depository banks at which Blocked Accounts are maintained to transfer funds to the Agent Payment Account as provided in Section 6.3 hereto (or at any time that any item of payment referred to below may be received by Agent or any Lender), to (i) take control in any manner of any item of payment in respect of Receivables or constituting Collateral or otherwise received in or for deposit in the Blocked Accounts or otherwise received by Agent or any Lender, (ii) have access to any lockbox or postal box into which remittances from Account Debtors or other obligors in respect of Receivables or other proceeds of Collateral are sent or received, (iii) endorse such Borrower's or Guarantor's name upon any items of payment in respect of Receivables or constituting Collateral or otherwise received by Agent and any Lender and deposit the same in Agent's account for application to the Obligations, and (c) at any time to (i) endorse such Borrower's or Guarantor's name upon any chattel paper, document, instrument, invoice, or similar document or agreement relating to any Receivable or any goods pertaining thereto or any other Collateral, including any warehouse or other receipts, or bills of lading and other negotiable or non-negotiable documents, (ii) clear Inventory the purchase of which was financed with Letter of Credit Accommodations through U.S. Customs or foreign export control authorities in such Borrower's or Guarantor's name, Agent's name or the name of Agent's designee, and to sign and deliver to customs officials powers of attorney in such Borrower's or Guarantor's name for such purpose, and to complete in such Borrower's or Guarantor's or Agent's name, any order, sale or transaction, obtain the necessary documents in connection therewith and collect the proceeds thereof, and (iii) sign such Borrower's or Guarantor's name on any verification of Receivables and notices thereof to Account Debtors or any secondary obligors or other obligors in respect thereof. The Company Each Borrower and Guarantor hereby releases the Lender Agent and each Lender Lenders and their respective officers, employees and designees from any liabilities arising from any act or acts under this power of attorney and in furtherance thereof, whether of omission or commission, except as a result of to the Lender’s extent resulting from Agent's or any of its officer’s, employee’s or designee’s Lender's own gross negligence or willful wilful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction. The Lender’s authority hereunder shall include, without limitation, the authority to execute and give receipt for any certificate of ownership or any document, to transfer title to any item of Collateral and to take any other actions arising from or incident to the powers granted to the Lender under this Agreement. This power of attorney is coupled with an interest and is irrevocable until the Obligations are repaid in full.

Power of Attorney. In addition to all of the powers granted to the Lender hereunder, the Company Each Borrower and Guarantor hereby irrevocably designates and appoints the Lender Agent (and all persons designated by the LenderAgent) as the Companysuch Borrower’s and Guarantor’s true and lawful attorney-in-fact, and authorizes the Lender (and its designees)Agent, in the Companysuch Borrower’s, Guarantor’s or the LenderAgent’s name, to, : (a) at any time an Event of Default exists or has occurred and is continuing (i) demand payment on receivables Receivables or other Collateral, (ii) enforce payment of receivables Receivables by legal proceedings or otherwise, (iii) exercise all of the Companysuch Borrower’s or Guarantor’s rights and remedies to collect any receivable Receivable or other Collateral, (iv) sell or assign any receivable or other Collateral Receivable upon such terms, for such amount and at such time or times as the Lender Agent deems advisable, (v) settle, adjust, compromise, extend or renew any receivablean Account, (vi) discharge and release any receivableReceivable, (vii) prepare, file and sign the Companysuch Borrower’s or Guarantor’s name on any proof of claim in bankruptcy or other similar document against an account debtor or other obligor in respect of any receivables Receivables or other Collateral, (viii) notify the post office authorities to change the address for delivery of remittances from account debtors or other obligors in respect of receivables Receivables or other proceeds of Collateral to an address designated by the LenderAgent, and open and dispose of all mail addressed to the Company such Borrower or Guarantor and handle and store all mail relating to the Collateral; and (ix) make any payment or take any action necessary or desirable to protect or preserve any Collateral; and (x) do all acts and things which are necessary, in the LenderAgent’s determination, to fulfill the Companysuch Borrower’s Obligations or Guarantor’s obligations under this Agreement and the other Loan DocumentsFinancing Agreements and (b) at any time to (i) take control in any manner of any item of payment in respect of Receivables or constituting Collateral if a Cash Dominion Period exists or any items or payment constituting Collateral is otherwise received in or for deposit in the Blocked Accounts or otherwise received by Agent or any Lender, (ii) if a Cash Dominion Period exists, have access to any lockbox or postal box into which remittances from account debtors or other obligors in respect of Receivables or other proceeds of Collateral are sent or received, (iii) if a Cash Dominion Period exists, endorse such Borrower’s or Guarantor’s name upon any items of payment in respect of Receivables or constituting Collateral or otherwise received by Agent and any Lender and deposit the same in Agent’s account for application to the Obligations, (iv) endorse such Borrower’s or Guarantor’s name upon any chattel paper, document, instrument, invoice, or similar document or agreement relating to any Receivable or any goods pertaining thereto or any other Collateral, including any warehouse or other receipts, or bills of lading and other negotiable or non-negotiable documents, (v) clear Inventory the purchase of which was financed with Letter of Credit Accommodations through U.S. Customs or foreign export control authorities in such Borrower’s or Guarantor’s name, Agent’s name or the name of Agent’s designee, and to sign and deliver to customs officials powers of attorney in such Borrower’s or Guarantor’s name for such purpose, and to complete in such Borrower’s or Guarantor’s or Agent’s name, any order, sale or transaction, obtain the necessary documents in connection therewith and collect the proceeds thereof, and (vi) sign such Borrower’s or Guarantor’s name on any verification of Receivables and notices thereof to account debtors or any secondary obligors or other obligors in respect thereof. The Company Each Borrower and Guarantor hereby releases the Lender Agent and each Lender Lenders and their respective officers, employees and designees from any liabilities arising from any act or acts under this power of attorney and in furtherance thereof, whether of omission or commission, except as a result of the LenderAgent’s or any of its officer’s, employee’s or designee’s Lender’ s own gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction. The Lender’s authority hereunder shall include, without limitation, the authority to execute and give receipt for any certificate of ownership or any document, to transfer title to any item of Collateral and to take any other actions arising from or incident to the powers granted to the Lender under this Agreement. This power of attorney is coupled with an interest and is irrevocable until the Obligations are repaid in full.

Power of Attorney. In addition to all To the extent permitted by applicable law, each Limited Partner hereby irrevocably makes, constitutes and appoints each of the powers granted to General Partner and the Lender hereunderLiquidator, the Company hereby irrevocably designates and appoints the Lender (and all persons designated by the Lender) if any, in such capacity as the Company’s Liquidator for so long as it acts as such, as its true and lawful attorney-in-agent and attorney in fact, with full power of substitution and authorizes the Lender (full power and authority in its designees), in the Company’s or the Lender’s name, place and stead, to make, execute, sign, acknowledge, swear to, at any time an Event of Default exists or has occurred record and is continuing file (i) demand payment on receivables or other Collateral, this Agreement and any amendment to this Agreement which has been adopted as herein provided; (ii) enforce payment the original certificate of receivables exempted limited partnership of the Partnership and all amendments thereto required or permitted by legal proceedings or otherwise, law and the provisions of this Agreement; (iii) exercise all certificates and other instruments deemed advisable by the General Partner or the Liquidator to carry out the provisions of this Agreement and applicable law or to permit the Company’s rights and remedies Partnership to collect any receivable become or other Collateral, to continue as an exempted limited partnership or partnership wherein the Limited Partners have limited liability in each jurisdiction where the Partnership may be doing business; (iv) sell all instruments that the General Partner or assign any receivable the Liquidator deems appropriate to reflect a change or other Collateral upon such terms, for such amount and at such time or times as the Lender deems advisable, (v) settle, adjust, compromise, extend or renew any receivable, (vi) discharge and release any receivable, (vii) prepare, file and sign the Company’s name on any proof modification of claim in bankruptcy or other similar document against an account debtor or other obligor in respect of any receivables or other Collateral, (viii) notify the post office authorities to change the address for delivery of remittances from account debtors or other obligors in respect of receivables or other proceeds of Collateral to an address designated by the Lender, and open and dispose of all mail addressed to the Company and handle and store all mail relating to the Collateral; (ix) make any payment or take any action necessary or desirable to protect or preserve any Collateral; and (x) do all acts and things which are necessary, in the Lender’s determination, to fulfill the Company’s Obligations under this Agreement and or the other Loan Documents. The Company hereby releases the Lender and each Lender and their respective officersPartnership in accordance with this Agreement, employees and designees from any liabilities arising from any act or acts under this power of attorney and in furtherance thereof, whether of omission or commission, except as a result of the Lender’s or any of its officer’s, employee’s or designee’s own gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction. The Lender’s authority hereunder shall includeincluding, without limitation, the authority admission of additional Limited Partners or substituted Limited Partners pursuant to execute the provisions of this Agreement; (v) all conveyances and give receipt for other instruments or papers deemed advisable by the General Partner or the Liquidator to effect the dissolution and termination of the Partnership; (vi) all fictitious or assumed name certificates required (in light of the Partnership’s activities) to be filed on behalf of the Partnership; (vii) all agreements and instruments necessary or advisable to consummate any certificate Investment; (viii) any agreement pursuant to the Partnership Act and/or Section 6.4 and/or Section 9.1 to continue the business of ownership the Partnership and to appoint a successor General Partner upon the Withdrawal of the sole remaining General Partner; and (ix) all other instruments or any documentpapers which may be required or permitted by law to be filed on behalf of the Partnership which are not legally binding on the Limited Partners in their individual capacity and are necessary to carry out the provisions of this Agreement, to transfer title to any item of Collateral and to take any other actions arising from or incident all action necessary to continue the business of the Partnership and to appoint a successor General Partner upon the Withdrawal of the sole remaining General Partner pursuant to the powers granted to the Lender under this AgreementPartnership Act and/or Section 6.4 and/or Section 9.1. This power of attorney is coupled with intended to secure an interest and is irrevocable until in property, and, in addition, the Obligations are repaid in fullobligations of each relevant Limited Partner under this Agreement.

Power of Attorney. In addition to all of the powers granted to the Lender hereunder, the Company Each Borrower and Guarantor hereby irrevocably designates and appoints the Lender Agent (and all persons designated by the LenderAgent) as the Companysuch Borrower’s and Guarantor’s true and lawful attorney-in-fact, and authorizes the Lender (and its designees)Agent, in the Companysuch Borrower’s, Guarantor’s or the LenderAgent’s name, to, : (a) at any time an Event of Default exists or has occurred and is continuing (i) demand payment on receivables or other Collateral, (ii) enforce payment of receivables by legal proceedings or otherwise, (iii) exercise all of the Companysuch Borrower’s or Guarantor’s rights and remedies to collect any receivable or other Collateral, (iv) sell or assign any receivable or other Collateral upon such terms, for such amount and at such time or times as the Lender deems advisable, (vii) settle, adjust, compromise, extend or renew any receivablean Account, (viiii) discharge and release settle, adjust or compromise any receivableclaim, offset, counterclaim or dispute with account debtors or grant any credits, discounts or allowances, (viiiv) prepare, file and sign the Companysuch Borrower’s or Guarantor’s name on any proof of claim in bankruptcy or other similar document against an account debtor or other obligor in respect of any receivables or other Collateral, (viiiv) notify the post office authorities to change the address for delivery of remittances from account debtors or other obligors in respect of receivables or other proceeds of any Collateral to an address designated by the LenderAgent, and open and dispose of all mail addressed to the Company such Borrower or Guarantor and handle and store all mail relating to the Collateral; (ix) make any payment or take any action necessary or desirable to protect or preserve any Collateral; , and (xvi) do all acts and things which are necessary, in the LenderAgent’s determination, to fulfill the Companysuch Borrower’s Obligations or Guarantor’s obligations under this Agreement and the other Loan Documents, (b) at any time an Event of Default exists or Excess Availability is less than $50,000,000 (i) settle, adjust, compromise, extend or renew an Account and (ii) settle, adjust or compromise any claim, offset, counterclaim or dispute with account debtors or grant any credits, discounts or allowances, and (c) at any time (i) have access to any lockbox or postal box into which remittances from account debtors or other obligors in respect of proceeds of Collateral are sent or received, (ii) endorse such Borrower’s or Guarantor’s name upon any items of payment constituting Collateral or otherwise received by Agent and any Lender and deposit the same in Agent’s account for application to the Obligations, (iii) endorse such Borrower’s or Guarantor’s name upon any chattel paper, document, instrument, invoice, or similar document or agreement relating to any Collateral, including any warehouse or other receipts, or bills of lading and other negotiable or non-negotiable documents, and (iv) clear Inventory the purchase of which was financed with Letters of Credit through U.S. Customs or foreign export control authorities in such Borrower’s or Guarantor’s name, Agent’s name or the name of Agent’s designee, and to sign and deliver to customs officials powers of attorney in such Borrower’s or Guarantor’s name for such purpose, and to complete in such Borrower’s or Guarantor’s or Agent’s name, any order, sale or transaction, obtain the necessary documents in connection therewith and collect the proceeds thereof. The Company Each Borrower and Guarantor hereby releases Agent, the Lender and each Lender Lenders and their respective officers, employees and designees from any liabilities arising from any act or acts under this power of attorney and in furtherance thereof, whether of omission or commission, except as a result of the to Agent or any Lender, for Agent’s or any of its officer’s, employee’s or designeeLender’s own gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction. The Lender’s authority hereunder shall include, without limitation, the authority to execute and give receipt for any certificate of ownership or any document, to transfer title to any item of Collateral and to take any other actions arising from or incident to the powers granted to the Lender under this Agreement. This power of attorney is coupled with an interest and is irrevocable until the Obligations are repaid in full.

Power of Attorney. In addition to all of the powers granted to the Lender hereunder, the Company Each Borrower and Guarantor hereby irrevocably designates and appoints the Lender Agent (and all persons designated by the LenderAgent) as the Companysuch Borrower’s and Guarantor’s true and lawful attorney-in-fact, and authorizes the Lender (and its designees)Agent, in the Companysuch Borrower’s, Guarantor’s or the LenderAgent’s name, to, : (a) at any time an Event of Default exists or has occurred and is continuing (i) demand payment on receivables Receivables or other Collateral, (ii) enforce payment of receivables Receivables by legal proceedings or otherwise, (iii) exercise all of the Companysuch Borrower’s or Guarantor’s rights and remedies to collect any receivable Receivable or other Collateral, (iv) sell or assign any receivable or other Collateral Receivable upon such terms, for such amount and at such time or times as the Lender Agent deems advisable, (v) settle, adjust, compromise, extend or renew any receivablean Account, (vi) discharge and release any receivableReceivable, (vii) prepare, file and sign the Companysuch Borrower’s or Guarantor’s name on any proof of claim in bankruptcy or other similar document against an account debtor or other obligor in respect of any receivables Receivables or other Collateral, (viii) notify the post office authorities to change the address for delivery of remittances from account debtors or other obligors in respect of receivables Receivables or other proceeds of Collateral to an address designated by the LenderAgent, and open and dispose of all mail addressed to the Company such Borrower or Guarantor and handle and store all mail relating to the Collateral; and (ix) make any payment or take any action necessary or desirable to protect or preserve any Collateral; and (x) do all acts and things which are necessary, in the LenderAgent’s determination, to fulfill the Companysuch Borrower’s Obligations or Guarantor’s obligations under this Agreement and the other Loan DocumentsFinancing Agreements, and (b) at any time following a Cash Management Event to (i) take control in any manner of any item of payment in respect of Receivables or constituting Collateral or otherwise received in or for deposit in the Blocked Accounts or otherwise received by Agent or any Lender, (ii) have access to any lockbox or postal box into which remittances from account debtors or other obligors in respect of Receivables or other proceeds of Collateral are sent or received, (iii) endorse such Borrower’s or Guarantor’s name upon any items of payment in respect of Receivables or constituting Collateral or otherwise (including proceeds of insurance) received by Agent and any Lender and deposit the same in Agent’s account for application to the Obligations, (iv) endorse such Borrower’s or Guarantor’s name upon any chattel paper, document, instrument, invoice, or similar document or agreement relating to any Receivable or any goods pertaining thereto or any other Collateral, including any warehouse or other receipts, or bills of lading and other negotiable or non-negotiable documents, (v) clear Inventory the purchase of which was financed with a Letter of Credit through U.S. Customs or foreign export control authorities in such Borrower’s or Guarantor’s name, Agent’s name or the name of Agent’s designee, and to sign and deliver to customs officials powers of attorney in such Borrower’s or Guarantor’s name for such purpose, and to complete in such Borrower’s or Guarantor’s or Agent’s name, any order, sale or transaction, obtain the necessary documents in connection therewith and collect the proceeds thereof, and (vi) sign such Borrower’s or Guarantor’s name on any verification of Receivables and notices thereof to account debtors or any secondary obligors or other obligors in respect thereof. The Company Each Borrower and Guarantor hereby releases the Lender Agent and each Lender Lenders and their respective officers, employees and designees from any liabilities arising from any act or acts under this power of attorney and in furtherance thereof, whether of omission or commission, except as a result of the LenderAgent’s or any of its officer’s, employee’s or designeeLender’s own gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction. The Lender’s authority hereunder shall include, without limitation, the authority to execute and give receipt for any certificate of ownership or any document, to transfer title to any item of Collateral and to take any other actions arising from or incident to the powers granted to the Lender under this Agreement. This power of attorney is coupled with an interest and is irrevocable until the Obligations are repaid in full.

Power of Attorney. In addition to all Without limiting the powers of the powers granted Administrative Agent hereunder or under any other Loan Document to the Lender hereunderextent applicable, each of the Company Lenders hereby irrevocably designates and appoints acknowledges that the Lender Administrative Agent (and all persons or a collateral agent designated by the LenderAdministrative Agent) shall, for the purposes of holding any security granted by any Loan Party on the property of such Loan Party pursuant to the laws of the Province of Quebec, be the holder of an irrevocable power of attorney (fondé de pouvoir) (within the meaning of Article 2692 of the Civil Code of Quebec) for all present and future holders of any bond or other title of indebtedness issued by such Loan Party to the Administrative Agent (or such designated collateral agent) for the benefit of the Lenders and secured by a hypothec granted by such Loan Party pursuant to the laws of the Province of Quebec. Each of the Lenders hereby irrevocably constitutes, to the extent necessary, the Administrative Agent (or such designated collateral agent) as the Company’s true holder of such irrevocable power of attorney (fondé de pouvoir) (within the meaning of Article 2692 of the Civil Code of Quebec) in order to hold security granted by the Loan Parties in the Province of Quebec. Each Person that becomes a Lender pursuant to Section 9.04 (for purposes of this Section 9.20, an “Assignee”) shall be deemed to have confirmed and lawful attorney-in-fact, ratified the appointment of the Administrative Agent (or such designated collateral agent) as the holder of such irrevocable power of attorney (fondé de pouvoir) by execution of an Assignment and authorizes Assumption. Notwithstanding the Lender provisions of Section 32 of An Act respecting the Special Powers of Legal Persons (and its designeesQuebec), in the Company’s Borrowers and the Lenders irrevocably agree that the Administrative Agent may acquire and be the holder of any bond or other title of indebtedness issued by a Loan Party and secured by a hypothec granted by such Loan Party pursuant to the Lender’s name, to, laws of the Province of Quebec at any time an Event and from time to time. The Borrowers hereby acknowledge that any such bond constitutes a title of Default exists or has occurred and indebtedness, as such term is continuing (i) demand payment on receivables or other Collateral, (ii) enforce payment of receivables by legal proceedings or otherwise, (iii) exercise all used in Article 2692 of the Company’s rights and remedies to collect any receivable or other Collateral, (iv) sell or assign any receivable or other Collateral upon such terms, for such amount and at such time or times as the Lender deems advisable, (v) settle, adjust, compromise, extend or renew any receivable, (vi) discharge and release any receivable, (vii) prepare, file and sign the Company’s name on any proof Civil Code of claim in bankruptcy or other similar document against an account debtor or other obligor in respect of any receivables or other Collateral, (viii) notify the post office authorities to change the address for delivery of remittances from account debtors or other obligors in respect of receivables or other proceeds of Collateral to an address designated by the Lender, and open and dispose of all mail addressed to the Company and handle and store all mail relating to the Collateral; (ix) make any payment or take any action necessary or desirable to protect or preserve any Collateral; and (x) do all acts and things which are necessary, in the Lender’s determination, to fulfill the Company’s Obligations under this Agreement and the other Loan Documents. The Company hereby releases the Lender and each Lender and their respective officers, employees and designees from any liabilities arising from any act or acts under this power of attorney and in furtherance thereof, whether of omission or commission, except as a result of the Lender’s or any of its officer’s, employee’s or designee’s own gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction. The Lender’s authority hereunder shall include, without limitation, the authority to execute and give receipt for any certificate of ownership or any document, to transfer title to any item of Collateral and to take any other actions arising from or incident to the powers granted to the Lender under this Agreement. This power of attorney is coupled with an interest and is irrevocable until the Obligations are repaid in fullQuebec.

Power of Attorney. In addition to all The Loan Party hereby irrevocably appoints the Lender, for the benefit of the powers granted to the Lender hereunderLender, the Company hereby irrevocably designates and appoints the Lender (and all persons designated by the Lender) as the Company’s true and its lawful attorney-in-fact, exercisable solely upon the occurrence and authorizes during the Lender (and its designees), in the Company’s or the Lender’s name, to, at any time continuance of an Event of Default exists or has occurred and is continuing Default, to: (ia) demand payment on receivables or other Collateral, (ii) enforce payment of receivables by legal proceedings or otherwise, (iii) exercise all of the Company’s rights and remedies to collect any receivable or other Collateral, (iv) sell or assign any receivable or other Collateral upon endorse such terms, for such amount and at such time or times as the Lender deems advisable, (v) settle, adjust, compromise, extend or renew any receivable, (vi) discharge and release any receivable, (vii) prepare, file and sign the CompanyLoan Party’s name on any proof checks or other forms of payment or security; (b) sign such Loan Party’s name on any invoice or bill of lading for any Account or drafts against Account Debtors; (c) settle and adjust disputes and claims about the Accounts directly with Account Debtors, for amounts and on terms the Lender determines reasonable; (d) make, settle, and adjust all claims under any Loan Party’s insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in bankruptcy or other similar document against an account debtor or other obligor in respect of any receivables or other to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (viiif) notify transfer the post office authorities Collateral into the name of the Lender or a third party as the Code permits. The Lender’s foregoing appointment as the Loan Parties’ attorney in fact, and all of the Lender’s rights and powers, coupled with an interest, are irrevocable until the applicable Termination Date shall have occurred. Upon the occurrence and during the continuance of an Event of Default, the Lender may appoint or reappoint by instrument in writing, any Person or Persons, whether an officer or officers or an employee or employees of the Lender or not, to change be an interim receiver, receiver or receivers (hereinafter called a “Receiver”, which term when used herein shall include a receiver and manager) of the address Collateral and may remove any Receiver so appointed and appoint another in his/her/its stead. Subject to the provisions of the instrument appointing a Receiver of the Collateral, any such Receiver shall have power to take possession of the Collateral, to preserve the Collateral or its value, to carry on or concur in carrying on all or any part of the business of the Loan Parties and to sell, lease, license or otherwise dispose of or concur in selling, leasing, licensing or otherwise disposing of the Collateral. To facilitate the foregoing powers, any such Receiver may, to the exclusion of all others, including the Loan Parties, enter upon, use and occupy all premises owned or occupied by the Loan Parties wherein the Collateral may be situated, maintain the Collateral upon such premises, borrow money on a secured or unsecured basis and use the Collateral directly in carrying on the Loan Parties’ business or as security for delivery of remittances from account debtors Loan or other obligors advances to enable the Receiver to carry on the Loan Parties’ business or otherwise, as such Receiver shall, in respect of receivables or other proceeds of Collateral to an address designated its reasonable discretion, determine. Except as may be otherwise directed by the Lender, all money received from time to time by such Receiver in carrying out his/her/its appointment shall be received in trust for and open and dispose of all mail addressed be paid over to the Company and handle and store all mail relating to the Collateral; (ix) make any payment or take any action necessary or desirable to protect or preserve any Collateral; and (x) do all acts and things which are necessaryLender. Every such Receiver may, in the Lender’s determination, to fulfill the Company’s Obligations under this Agreement and the other Loan Documents. The Company hereby releases the Lender and each Lender and their respective officers, employees and designees from any liabilities arising from any act or acts under this power of attorney and in furtherance thereof, whether of omission or commission, except as a result discretion of the Lender’s , be vested with all or any of its officer’s, employee’s or designee’s own gross negligence or willful misconduct as determined pursuant to a final non-appealable order the rights and powers of a court of competent jurisdictionthe Lender. The identity of the Receiver, its replacement and its remuneration shall be within the reasonable discretion of the Lender’s authority hereunder shall include, without limitation, the authority to execute and give receipt for any certificate of ownership or any document, to transfer title to any item of Collateral and to take any other actions arising from or incident to the powers granted to the Lender under this Agreement. This power of attorney is coupled with an interest and is irrevocable until the Obligations are repaid in full.

Power of Attorney. In addition to all of the powers granted to the Lender hereunder, the Company Each Seller hereby irrevocably designates and appoints the Lender (and all persons designated by the Lender) as the Company’s true and lawful grants unto said attorney-in-fact, fact and authorizes the Lender (agent full power and its designees), in the Company’s or the Lender’s name, to, at any time an Event of Default exists or has occurred authority to do and is continuing (i) demand payment on receivables or other Collateral, (ii) enforce payment of receivables by legal proceedings or otherwise, (iii) exercise all of the Company’s rights perform each and remedies to collect any receivable or other Collateral, (iv) sell or assign any receivable or other Collateral upon such terms, for such amount every act and at such time or times as the Lender deems advisable, (v) settle, adjust, compromise, extend or renew any receivable, (vi) discharge and release any receivable, (vii) prepare, file and sign the Company’s name on any proof of claim in bankruptcy or other similar document against an account debtor or other obligor in respect of any receivables or other Collateral, (viii) notify the post office authorities to change the address for delivery of remittances from account debtors or other obligors in respect of receivables or other proceeds of Collateral to an address designated by the Lender, and open and dispose of all mail addressed to the Company and handle and store all mail relating to the Collateral; (ix) make any payment or take any action thing necessary or desirable to protect be done in connection with the matters described above, as fully to all intents and purposes as the undersigned might or preserve could do in person, hereby ratifying and confirming all that Sellers’ Representative may lawfully do or cause to be done by virtue hereof. Each of such Seller further agrees not to take any Collateral; action inconsistent with the terms of this Section 2.07 or with the actions (or decisions not to act) of Sellers’ Representative hereunder, and (x) do all acts and things which are necessary, in the Lender’s determination, to fulfill the Company’s Obligations any case shall not take any action or other position under this Agreement without the consent of Sellers’ Representative. To the extent of any inconsistency between the actions (or decisions not to act) of Sellers’ Representative and of any such Seller hereunder, the actions (or decisions not to act) of Sellers’ Representative shall control. EACH SELLER ACKNOWLEDGES THAT IT IS HIS OR ITS EXPRESS INTENTION TO HEREBY GRANT A DURABLE POWER OF ATTORNEY IN FAVOR OF SELLERS’ REPRESENTATIVE AND THAT THIS DURABLE POWER OF ATTORNEY IS NOT AFFECTED BY SUBSEQUENT INCAPACITY OF SUCH SELLER. Each Seller further acknowledges and agrees that upon execution of this Agreement, any delivery by Sellers’ Representative of any waiver, amendment, agreement, opinion, certificate or other Loan Documents. The Company hereby releases the Lender documents executed by Sellers’ Representative pursuant to this Section 2.07, such Seller shall be bound by such documents as fully as if such Seller had executed and each Lender delivered such documents, and their respective officers, employees and designees from any liabilities arising from any act action (or acts decision not to act) taken or otherwise implemented by Sellers’ Representative under this power of attorney and in furtherance thereof, whether of omission or commission, except as a result of the Lender’s or any of its officer’s, employee’s or designee’s own gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction. The Lender’s authority hereunder Agreement shall include, without limitation, the authority to execute and give receipt for any certificate of ownership or any document, to transfer title to any item of Collateral and to take any other actions arising from or incident to the powers granted to the Lender under this Agreement. This power of attorney is coupled with an interest and is irrevocable until the Obligations are repaid in fullbe binding upon all Sellers.

Power of Attorney. In addition to all of the powers granted to the Lender hereunder, the Company (a) Each US Credit Party hereby irrevocably designates and appoints the Lender Accounts Collateral Agent (and all persons designated by the LenderAccounts Collateral Agent) as the Companysuch Credit Party’s true and lawful attorney-in-fact, and authorizes the Lender (and its designees)Accounts Collateral Agent, in the Companyany US Credit Party’s or the LenderAccounts Collateral Agent’s name, to, : (a) at any time an Event of Default exists or has occurred and is continuing (i) demand payment on receivables Receivables or other Accounts Collateral, (ii) enforce payment of receivables Receivables by legal proceedings or otherwise, (iii) exercise all of the Companyeach US Credit Party’s rights and remedies to collect any receivable Receivable or other Accounts Collateral, (iv) sell or assign any receivable or other Collateral Receivable upon such terms, for such amount and at such time or times as the Lender Accounts Collateral Agent deems advisable, (v) settle, adjust, compromise, extend or renew any receivablean Account, (vi) discharge and release any receivableReceivable, (vii) prepare, file and sign the Companyany such US Credit Party’s name on any proof of claim in bankruptcy or other similar document against an account debtor or other obligor in respect of any receivables Receivables or other Non-Accounts Collateral, (viii) notify the post office authorities to change the address for delivery of remittances from account debtors or other obligors in respect of receivables Receivables or other proceeds of Accounts Collateral to an address designated by the LenderAccounts Collateral Agent, and open and dispose of all mail addressed to the Company any such US Credit Party and handle and store all mail relating to the Collateral; (ix) make any payment or take any action necessary or desirable to protect or preserve any Accounts Collateral; and (xix) do all acts and things which are necessary, in the LenderAccounts Collateral Agent’s determination, to fulfill the CompanyUS Credit Party’s Obligations obligations under this Agreement and the other Loan DocumentsFinancing Agreements, and (b) at any time to (i) take control in any manner of any item of payment in respect of Receivables or constituting Accounts Collateral or otherwise received in or for deposit in the US Blocked Accounts or otherwise received by the Accounts Collateral Agent, (ii) have access to any lockbox or postal box into which remittances from account debtors or other obligors in respect of Receivables or other proceeds of Accounts Collateral are sent or received, (iii) endorse any such US Credit Party’s name upon any items of payment in respect of Receivables or constituting Accounts Collateral or otherwise received by Accounts Collateral Agent and deposit the same in Accounts Collateral Agent’s account for application to the LC Facility Obligations, (iv) endorse any such US Credit Party’s name upon any chattel paper, document, instrument, invoice, or similar document or agreement relating to any Receivable or any goods pertaining thereto or any other Accounts Collateral, including any warehouse or other receipts, or bills of lading and other negotiable or non-negotiable documents, (v) clear Inventory the purchase of which was financed with Revolving Letter of Credit Accommodations through US Customs or foreign export control authorities in any US Credit Party’s name, the Accounts Collateral Agent’s name or the name of the Accounts Collateral Agent’s designee, and to sign and deliver to customs officials powers of attorney in any US Credit Party’s name for such purpose, and to complete in any US Credit Party’s or the Accounts Collateral Agent’s name, any order, sale or transaction, obtain the necessary documents in connection therewith and collect the proceeds thereof, and (vi) sign any US Credit Party’s name on any verification of Receivables and notices thereof to account debtors or any secondary obligors or other obligors in respect thereof. The Company Each US Credit Party hereby releases the Lender and each Lender Accounts Collateral Agent and their respective officers, employees and designees from any liabilities arising from any act or acts under this power of attorney and in furtherance thereof, whether of omission or commission, except as a result of the Lender’s or any of its officer’s, employee’s or designeeAccounts Collateral Agent’s own gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction. The Lender’s authority hereunder shall include, without limitation, the authority to execute and give receipt for any certificate of ownership or any document, to transfer title to any item of Collateral and to take any other actions arising from or incident to the powers granted to the Lender under this Agreement. This power of attorney is coupled with an interest and is irrevocable until the Obligations are repaid in full.

Power of Attorney. In addition to all of the powers granted to the Lender hereunder, the Company Each Pledgor hereby irrevocably designates and appoints each of the Lender (and all persons designated by the Lender) Secured Parties as the Companysuch Pledgor’s true and lawful attorney-in-fact, and authorizes the Lender (and its designees)Secured Parties, in the CompanyPledgor’s or the Lendereach Secured Party’s name, to, : (a) at any time an Event of Default exists or has occurred and is continuing (i) demand payment on receivables or other Collateral, (ii) enforce payment of receivables by legal proceedings or otherwise, (iii) exercise all of the Companysuch Pledgor’s rights and remedies to collect any receivable or other Collateral, (iv) sell or assign any receivable or other Collateral upon such terms, for such amount and at such time or times as the Lender Secured Parties deems advisable, (v) settle, adjust, compromise, extend or renew any receivablean account, (vi) discharge and release any receivable, (vii) prepare, file and sign the Companysuch Pledgor’s name on any proof of claim in bankruptcy or other similar document against an account debtor or other obligor in respect of any receivables or other Collateral, (viii) notify the post office authorities to change the address for delivery of remittances from account debtors or other obligors in respect of receivables or other proceeds of Collateral to an address designated by the LenderSecured Parties, and open and dispose of all mail addressed to the Company such Pledgor and handle and store all mail relating to the Collateral; (ix) make at any time to take control in any manner of any item of payment in respect of receivables or take constituting Collateral or otherwise received in or for deposit in any action necessary deposit accounts maintained by such Pledgor or desirable otherwise received by the Secured Parties, (x) have access to protect any lockbox or preserve postal box into which remittances from account debtors or other obligors in respect of receivables or other proceeds of Collateral are sent or received, (xi) endorse such Pledgor’s name upon any items of payment in respect of receivables or constituting Collateral or otherwise received by the Secured Parties and deposit the same in Secured Parties’ account for application to the Obligations, (xii) endorse such Pledgor’s name upon any chattel paper, document, instrument, invoice, or similar document or agreement relating to any receivable or any goods pertaining thereto or any other Collateral; , including any warehouse or other receipts, or bills of lading and other negotiable or non-negotiable documents, and (xxiii) sign such Pledgor’s name on any verification of receivables and notices thereof to account debtors or any secondary obligors or other obligors in respect thereof and (b) do all acts and things which are necessary, in the Lender’s Secured Parties’ determination, to fulfill the Companysuch Pledgor’s Obligations obligations under this Agreement and the other Loan Transaction Documents. The Company Each Pledgor hereby releases the Lender each Secured Party and each Lender and their respective its officers, employees and designees from any liabilities arising from any act or acts under this power of attorney and in furtherance thereof, whether of omission or commission, except as a result of the Lender’s or any of its officer’s, employee’s or designeesuch Secured Party’s own gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction. The Lender’s authority hereunder shall include, without limitation, the authority to execute and give receipt for any certificate of ownership or any document, to transfer title to any item of Collateral and to take any other actions arising from or incident to the powers granted to the Lender under this Agreement. This power of attorney is coupled with an interest and is irrevocable until the Obligations are repaid in full.

Power of Attorney. In addition to all of the powers granted to the Lender hereunder, the Company Borrower hereby irrevocably designates and appoints the Lender (and all persons designated by the Lender) constitutes CIT or any person or agent CIT may designate as the Company’s true and lawful its attorney-in-fact, at Borrower's cost and authorizes the Lender (and its designees)expense, in the Company’s or the Lender’s name, to, at any time an Event of Default exists or has occurred and is continuing (i) demand payment on receivables or other Collateral, (ii) enforce payment of receivables by legal proceedings or otherwise, (iii) to exercise all of the Company’s rights following powers, which being coupled with an interest, shall be irrevocable until all of Borrower's Obligations to CIT have been paid in full: (a) to receive, take, endorse, sign, assign and remedies to collect deliver, all in the name of CIT or Borrower, any receivable or other Collateraland all checks, (iv) sell or assign any receivable or other Collateral upon such termsnotes, for such amount and at such time or times as the Lender deems advisable, (v) settle, adjust, compromise, extend or renew any receivable, (vi) discharge and release any receivable, (vii) prepare, file and sign the Company’s name on any proof of claim in bankruptcy or other similar document against an account debtor or other obligor in respect of any receivables or other Collateral, (viii) notify the post office authorities to change the address for delivery of remittances from account debtors or other obligors in respect of receivables or other proceeds of Collateral to an address designated by the Lenderdrafts, and other documents or instruments relating to the Collateral; (b) to receive, open and dispose of all mail addressed to Borrower and to notify postal authorities to change the Company and handle and store all mail relating address for delivery thereof to the Collateralsuch address as CIT may designate; (ixc) to request from customers indebted on Accounts at any time, in the name of CIT or Borrower or that of CIT's designee, information concerning the amounts owing on the Accounts; (d) to transmit to customers indebted on Accounts notice of CIT's interest therein and to notify customers indebted on Accounts to make any payment directly to CIT for Borrower's account; and (e) to take or take any action bring, in the name of CIT or Borrower, all steps, actions, suits or proceedings deemed by CIT necessary or desirable to protect enforce or preserve any Collateral; effect collection of the Accounts. Notwithstanding anything hereinabove contained to the contrary, the powers set forth in (b), (d) and (xe) do all acts and things which are necessary, in above may only be exercised after the Lender’s determination, to fulfill the Company’s Obligations under this Agreement and the other Loan Documents. The Company hereby releases the Lender and each Lender and their respective officers, employees and designees from any liabilities arising from any act or acts under this power occurrence of attorney and in furtherance thereof, whether an Event of omission or commission, except as a result of the Lender’s or any of its officer’s, employee’s or designee’s own gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction. The Lender’s authority hereunder shall include, without limitation, the authority to execute and give receipt for any certificate of ownership or any document, to transfer title to any item of Collateral and to take any other actions arising from or incident to the powers granted to the Lender under this Agreement. This power of attorney is coupled with an interest and is irrevocable until the Obligations are repaid in fullDefault.

Power of Attorney. In addition to all of the powers granted to the Lender hereunder, the Company (a) Each Borrower and Guarantor hereby irrevocably designates and appoints the Lender Agent (and all persons Persons reasonably designated by the LenderAgent) as the Companysuch Borrower’s and Guarantor’s true and lawful attorney-in-fact, and authorizes the Lender (and its designees)Agent, in the Companysuch Borrower’s, Guarantor’s or the LenderAgent’s name, to, : (i) at any time an Event of Default exists or has occurred and is continuing (iA) demand payment on receivables Receivables or other Collateral, (iiB) clear Inventory the purchase of which was financed with Letters of Credit through U.S. Customs or foreign export control authorities in any Borrower’s or Guarantor’s name, Agent’s name or the name of Agent’s designee, and to sign and deliver to customs officials powers of attorney in such Borrower’s or Guarantor’s name for such purpose, and to complete in Borrower’s, Guarantor’s or Agent’s name, any order, sale or transaction, obtain the necessary documents in connection therewith and collect the proceeds thereof, (C) enforce payment of receivables Receivables by legal proceedings or otherwise, (iiiD) exercise all of the Companysuch Borrower’s or Guarantor’s rights and remedies to collect any receivable Receivable or other Collateral, (ivE) in a commercially reasonable manner, sell or assign any receivable or other Collateral Receivable upon such terms, for such amount and at such time or times as the Lender Agent deems advisable, (vF) settle, adjust, compromise, extend or renew any receivablean Account, (viG) discharge and release any receivableReceivable, (viiH) prepare, file and sign the Companysuch Borrower’s or Guarantor’s name on any proof of claim in bankruptcy or other similar document against an account debtor Account Debtor or other obligor such Borrower or Guarantor in respect of any receivables Receivables or other Collateral, (viiiI) notify the post office authorities to change the address for delivery of remittances from account debtors Account Debtors or other obligors Borrowers or Guarantors in respect of receivables Receivables or other proceeds of Collateral to an address designated by the LenderAgent, and open and dispose of all mail addressed to the Company any Borrower or Guarantor and handle and store all mail relating to the Collateral, provided, that Agent shall turn over to such Borrower or Guarantor any such mail that that does not constitute a remittance from an Account Debtor or other Borrower or Guarantor in respect of Receivables or other proceeds of Collateral; (ix) make any payment or take any action necessary or desirable to protect or preserve any Collateral; and (xJ) do all acts and things which are necessary, in the LenderAgent’s determination, to fulfill the Companysuch Borrower’s Obligations or Guarantor’s obligations under this Agreement and the other Loan DocumentsFinancing Agreements, (ii) at any time an Event of Default has occurred and is continuing and during any Compliance Period, (A) have access to any lockbox or postal box into which remittances from Account Debtors or other Borrowers or Guarantors in respect of Receivables or other proceeds of Collateral are sent or received, (B) endorse such Borrower’s or Guarantor’s name upon any items of payment in respect of Receivables or constituting Collateral or otherwise received by Agent and any Lender and deposit the same in Agent’s account for application to the Obligations, (C) take control in any manner of any item of payment in respect of Receivables or constituting collateral or otherwise received in or for deposit in the Blocked Accounts or otherwise received by Agent or any Lender, (D) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Collateral as a financing statement and to file any other financing statement or amendment of a financing statement (which does not add new collateral or add a debtor) in such offices as Agent in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of Agent’s security interest in the Collateral, (E) to contact and enter into one or more agreements with the issuers of uncertificated Securities which are Pledged Collateral or with securities intermediaries holding Pledged Collateral as may be necessary or advisable to give Agent Control over such Pledged Collateral, (F) to demand payment or enforce payment of the Receivables in the name of Agent or such Borrower or Guarantor and to endorse any and all checks, drafts, and other instruments for the payment of money relating to the Receivables, (G) to sign such Borrower’s or Guarantor’s name on any invoice or xxxx of lading relating to the Receivables, drafts against any Account Debtor of the Borrower or Guarantor, assignments and verifications of Receivables, (H) to settle, adjust, compromise, extend or renew the Receivables, (I) to settle, adjust or compromise any legal proceedings brought to collect Receivables, (J) to prepare, file and sign such Borrower’s or Guarantor’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables, and (K) to change the address for delivery of mail addressed to such Borrower or Guarantor to such address as Agent may designate and to receive, open and dispose of all mail addressed to such Borrower or Guarantor, (iii) at any time to (A) endorse Borrower’s name upon any Chattel Paper, document, Instrument, invoice, or similar document or agreement relating to any Receivable or any Goods pertaining thereto or any other Collateral, including any warehouse or other receipts, or bills of lading and other negotiable or non-negotiable documents, and (B) sign such Borrower’s or Guarantor’s name on any verification of Receivables and notices thereof to Account Debtors or any secondary Guarantors or other Guarantors in respect thereof. Such Borrower or Guarantor agrees to reimburse Agent on demand for any payment made or any expense incurred by Agent in connection with any of the foregoing; provided that, this authorization shall not relieve such Borrower or Guarantor of any of its obligations under this Agreement. All acts of said attorney or designee are hereby ratified and approved. The Company powers conferred on Agent, for the benefit of the Agent and Lenders under this Section 7.7 are solely to protect Agent’s interests in the Collateral and shall not impose any duty upon Agent or any Lender to exercise any such powers. Each Borrower and Guarantor hereby releases the Lender Agent and each Lender Lenders and their respective officers, employees and designees from any liabilities arising from any act or acts under this power of attorney and in furtherance thereof, whether of omission or commission, except as a result of the LenderAgent’s or any of its officer’s, employee’s or designeeLender’s own gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction. The Lender’s authority hereunder shall include, without limitation, the authority to execute and give receipt for any certificate of ownership or any document, to transfer title to any item of Collateral and to take any other actions arising from or incident to the powers granted to the Lender under this Agreement. This power of attorney is coupled with an interest and is irrevocable until the Obligations are repaid in fullmisconduct.

Power of Attorney. In addition Borrower has duly executed and delivered to all Collateral Agent a power of attorney (a “Power of Attorney”) in substantially the form attached hereto as Annex A. The power of attorney granted pursuant to the Power of Attorney is a power coupled with an interest and shall be irrevocable until full and indefeasible payment of the Secured Obligations. The powers conferred on Collateral Agent under the Power of Attorney are solely to protect Secured Party’s interests in the Collateral and shall not impose any duty upon Collateral Agent to exercise any such powers. Collateral Agent agrees that, notwithstanding anything to the contrary in the Power of Attorney, (i) except for the powers granted to in clause (e) of the Lender hereunderPower of Attorney, it shall not exercise any power or authority granted under the Company hereby irrevocably designates and appoints the Lender (and all persons designated by the Lender) as the Company’s true and lawful attorney-in-fact, and authorizes the Lender (and its designees), in the Company’s or the Lender’s name, to, at any time Power of Attorney unless an Event of Default exists or has occurred and is continuing (i) demand payment on receivables and, in any event, it shall not exercise any such power or other Collateralauthority until the Effective Date), and (ii) enforce payment of receivables Collateral Agent shall account for any moneys received by legal proceedings or otherwise, (iii) exercise all of the Company’s rights and remedies to collect any receivable or other Collateral, (iv) sell or assign any receivable or other Collateral upon such terms, for such amount and at such time or times as the Lender deems advisable, (v) settle, adjust, compromise, extend or renew any receivable, (vi) discharge and release any receivable, (vii) prepare, file and sign the Company’s name on any proof of claim in bankruptcy or other similar document against an account debtor or other obligor Agent in respect of any receivables foreclosure on or other disposition of Collateral pursuant to the Power of Attorney provided that Collateral Agent shall not have any duty as to any Collateral, (viii) notify the post office authorities to change the address and Collateral Agent shall be accountable only for delivery of remittances from account debtors or other obligors in respect of receivables or other proceeds of Collateral to an address designated by the Lender, and open and dispose of all mail addressed to the Company and handle and store all mail relating to the Collateral; (ix) make any payment or take any action necessary or desirable to protect or preserve any Collateral; and (x) do all acts and things which are necessary, in the Lender’s determination, to fulfill the Company’s Obligations under this Agreement and the other Loan Documents. The Company hereby releases the Lender and each Lender and their respective officers, employees and designees from any liabilities arising from any act or acts under this power of attorney and in furtherance thereof, whether of omission or commission, except amounts that it actually receives as a result of the Lender’s or any exercise of its officer’ssuch powers. NEITHER SECURED PARTY NOR ITS AFFILIATES, employee’s or designee’s own gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction. The Lender’s authority hereunder shall includePARTNERS, without limitationOFFICERS, the authority to execute and give receipt for any certificate of ownership or any documentDIRECTORS, to transfer title to any item of Collateral and to take any other actions arising from or incident to the powers granted to the Lender under this Agreement. This power of attorney is coupled with an interest and is irrevocable until the Obligations are repaid in fullEMPLOYEES, AGENTS OR REPRESENTATIVES SHALL BE RESPONSIBLE TO BORROWER FOR ANY ACT OR FAILURE TO ACT UNDER ANY POWER OF ATTORNEY OR OTHERWISE, EXCEPT IN RESPECT OF DAMAGES ATTRIBUTABLE SOLELY TO THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION, NOR FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES.

Power of Attorney. In addition to all of the powers granted to the Lender hereunder, the Company Each Borrower and Guarantor hereby irrevocably designates and appoints the Lender Agent (and all persons designated by the LenderAgent) as the Companysuch Borrower's and Guarantor’s true and lawful attorney-in-fact, and authorizes the Lender (and its designees)Agent, in the Companysuch Borrower's, Guarantor’s or the Lender’s Agent's name, to, : (a) at any time an Event of Default exists or has occurred and is continuing (i) demand payment on receivables Receivables or other Collateral, (ii) enforce payment of receivables Receivables by legal proceedings or otherwise, (iii) exercise all of the Companysuch Borrower's or Guarantor’s rights and remedies to collect any receivable Receivable or other Collateral, (iv) sell or assign any receivable or other Collateral Receivable upon such terms, for such amount and at such time or times as the Lender Agent deems advisable, (v) settle, adjust, compromise, extend or renew any receivablean Account, (vi) discharge and release any receivableReceivable, (vii) prepare, file and sign the Companysuch Borrower's or Guarantor’s name on any proof of claim in bankruptcy or other similar document against an account debtor or other obligor in respect of any receivables Receivables or other Collateral, (viii) notify the post office authorities to change the address for delivery of remittances from account debtors or other obligors in respect of receivables Receivables or other proceeds of Collateral to an address designated by the LenderAgent, and open and dispose of all mail addressed to the Company such Borrower or Guarantor and handle and store all mail relating to the Collateral; , provided that Agent shall return to such Borrower or Guarantor all other such mail not related to the Collateral within a reasonable time after its receipt thereof, and (ix) make any payment or take any action necessary or desirable to protect or preserve any Collateral; and (x) do all acts and things which are necessary, in the Lender’s Agent's determination, to fulfill the Companysuch Borrower's or Guarantor’s Obligations obligations under this Agreement and the other Loan DocumentsFinancing Agreements, (b) at any time after Agent is entitled to exercise control over Blocked Accounts or to receive payments on and/or proceeds of Accounts pursuant to Section 6.3(d), (i) take control in any manner of any item of payment in respect of Receivables or constituting Collateral or otherwise received in or for deposit in the Blocked Accounts or otherwise received by Agent or any Lender, (ii) have access to any lockbox or postal box into which remittances from account debtors or other obligors in respect of Receivables or other proceeds of Collateral are sent or received, (iii) endorse such Borrower's or Guarantor’s name upon any items of payment in respect of Receivables or constituting Collateral or otherwise received by Agent or any Lender and deposit the same in Agent's account for application to the Obligations, (iv) endorse such Borrower's or Guarantor’s name upon any chattel paper, document, instrument, invoice, or similar document or agreement relating to any Receivable or any goods pertaining thereto or any other Collateral, including any warehouse or other receipts, or bills of lading and other negotiable or non-negotiable documents, (v) clear Inventory the purchase of which was financed with a Letter of Credit through U.S. Customs or foreign export control authorities in such Borrower’s or Guarantor’s name, Agent’s name or the name of Agent’s designee, and to sign and deliver to customs officials powers of attorney in such Borrower’s or Guarantor’s name for such purpose, and to complete in such Borrower’s or Guarantor’s or Agent’s name, any order, sale or transaction, obtain the necessary documents in connection therewith and collect the proceeds thereof, and (c) at any time, sign such Borrower's or Guarantor’s name on any verification of Receivables and notices thereof to account debtors or any secondary obligors or other obligors in respect thereof, provided that, unless an Event of Default has occurred and is continuing, any such notice shall be in form and substance reasonably satisfactory to Borrowers and Agent. The Company Each Borrower and Guarantor hereby releases the Lender Agent and each Lender Lenders and their respective officers, employees and designees from any liabilities arising from any act or acts under this power of attorney and in furtherance thereof, whether of omission or commission, except as a result of the LenderAgent’s or any of its officer’s, employee’s or designeeLender’s own gross negligence or willful misconduct as determined pursuant to a final non-appealable order or the gross negligence or willful misconduct of a court of competent jurisdiction. The LenderAgent’s authority hereunder shall include, without limitation, the authority to execute and give receipt for any certificate of ownership or any documentLender's officers, to transfer title to any item of Collateral and to take any other actions arising from employees or incident to the powers granted to the Lender under this Agreement. This power of attorney is coupled with an interest and is irrevocable until the Obligations are repaid in fulldesignees.

Power of Attorney. In addition to all of the powers granted to the Lender hereunderTrustee pursuant to the Indenture, the Company Pledgor hereby irrevocably designates appoints and appoints constitutes the Lender (and all persons designated by the Lender) Trustee as the Company’s true and lawful Pledgor's attorney-in-fact, fact (with full power of substitution) to exercise to the fullest extent permitted by law all of the following powers upon and authorizes the Lender (and its designees), in the Company’s or the Lender’s name, to, at any time after the occurrence and during the continuance of an Event of Default exists or has occurred and is continuing Default; (ia) demand payment on receivables or other Collateral, (ii) enforce payment collection of receivables by legal proceedings or otherwise, (iii) exercise all of the Company’s rights and remedies to collect any receivable or other Collateral, (iv) sell or assign any receivable or other Collateral upon such terms, for such amount and at such time or times as the Lender deems advisable, (v) settle, adjust, compromise, extend or renew any receivable, (vi) discharge and release any receivable, (vii) prepare, file and sign the Company’s name on any proof of claim in bankruptcy or other similar document against an account debtor or other obligor in respect proceeds of any receivables or other Collateral, ; (viiib) notify the post office authorities to change the address for delivery conveyance of remittances from account debtors or other obligors in respect of receivables or other proceeds any item of Collateral to an address designated any purchaser thereof; (c) giving of any notices or recording of any Liens under Section 6 hereof: (d) making of any payments or taking any acts under Section 9 hereof and (e) paying or discharging taxes or Liens levied or placed upon the Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by the LenderTrustee in its sole reasonable discretion, and open and dispose such payments made by the Trustee to become part of all mail addressed the Obligations of the Pledgor to the Company Trustee, due and handle and store all mail relating to the Collateral; (ix) make any payment or take any action necessary or desirable to protect or preserve any Collateral; and (x) do all acts and things which are necessary, in the Lender’s determination, to fulfill the Company’s Obligations payable immediately upon demand. The Trustee's authority under this Agreement and the other Loan Documents. The Company hereby releases the Lender and each Lender and their respective officers, employees and designees from any liabilities arising from any act or acts under this power of attorney and in furtherance thereof, whether of omission or commission, except as a result of the Lender’s or any of its officer’s, employee’s or designee’s own gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction. The Lender’s authority hereunder Section 8 shall include, without limitation, the authority to endorse and negotiate any checks or instruments representing proceeds of Collateral in the name of the Pledgor, execute and give receipt for any certificate of ownership or any documentdocument constituting Collateral, to transfer title to any item of Collateral, sign the Pledgor's name on all financing statements or forms to be filed with the Registrar of Companies in the United Kingdom (to the extent permitted by applicable law) or any other documents deemed necessary or appropriate by the Trustee to preserve, protect or perfect the security interest in the Collateral and to file the same, prepare, file and sign the Pledgor's name on any notice of Lien, and to take any other actions arising from or incident to the powers granted to the Lender under Trustee in this Pledge Agreement. This power of attorney is coupled with an interest and is irrevocable until by the Obligations are repaid in fullPledgor.

Power of Attorney. In addition to all of the powers granted to the Lender hereunder, the Company Borrower hereby irrevocably designates and appoints the Lender (and all persons designated by the Lender) as the Company’s Borrower's true and lawful attorney-in-fact, and authorizes the Lender (and its designees)Lender, in the Company’s Borrower's or the Lender’s 's name, to, : (a) at any time an Event of Default or act, condition or event which with notice or passage of time or both would constitute an Event of Default exists or has occurred and is continuing (i) demand payment on receivables Accounts or other proceeds of Inventory or other Collateral, (ii) enforce payment of receivables Accounts by legal proceedings or otherwise, (iii) exercise all of the Company’s Borrower's rights and remedies to collect any receivable Account or other Collateral, (iv) sell or assign any receivable or other Collateral Account upon such terms, for such amount and at such time or times as the Lender Lender, in good faith, deems advisable, (v) settle, adjust, compromise, extend or renew any receivablean Account, (vi) discharge and release any receivableAccount, (vii) prepare, file and sign the Company’s Borrower's name on any proof of claim in bankruptcy or other similar document against an account debtor or other obligor in respect of any receivables or other Collateraldebtor, (viii) notify the post office authorities to change the address for delivery of remittances from account debtors or other obligors in respect of receivables or other proceeds of Collateral Borrower's mail to an address designated by the Lender, and open and dispose of all mail addressed to the Company Borrower, and handle and store all mail relating to the Collateral; (ix) make any payment or take any action necessary or desirable to protect or preserve any Collateral; and (x) do all acts and things which are necessary, in the Lender’s 's determination, to fulfill the Company’s Obligations Borrower's obligations under this Agreement and the other Loan DocumentsFinancing Agreements and (b) at any time to (i) take control in any manner of any item of payment or proceeds thereof received in or for deposit in the Blocked Accounts or otherwise received by Lender, (ii) have access to any lockbox or postal box into which Borrower's mail is deposited, (iii) endorse Borrower's name upon any items of payment or proceeds thereof and deposit the same in the Lender's account for application to the Obligations, (iv) endorse Borrower's name upon any chattel paper, document, instrument, invoice, or similar document or agreement relating to any Account or any goods pertaining thereto or any other Collateral, (v) sign Borrower's name on any verification of Accounts and notices thereof to account debtors and (vi) execute in Borrower's name and file any UCC financing statements or amendments thereto. The Company Borrower hereby releases the Lender and each Lender and their respective its officers, employees and designees from any liabilities arising from any act or acts under this power of attorney and in furtherance thereof, whether of omission or commission, except as a result of the Lender’s or any of its officer’s, employee’s or designee’s 's own gross negligence or willful wilful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction. The Lender’s authority hereunder shall include, without limitation, the authority to execute and give receipt for any certificate of ownership or any document, to transfer title to any item of Collateral and to take any other actions arising from or incident to the powers granted to the Lender under this Agreement. This power of attorney is coupled with an interest and is irrevocable until the Obligations are repaid in full.

Power of Attorney. In addition to all of the powers granted to the Lender hereunder, the Company (a) Each Borrower and Guarantor hereby irrevocably designates and appoints the Lender Agent (and all persons Persons reasonably designated by the LenderAgent) as the Companysuch Borrower’s and Guarantor’s true and lawful attorney-in-fact, and authorizes the Lender (and its designees)Agent, in the Companysuch Borrower’s, Guarantor’s or the LenderAgent’s name, to, : (i) at any time an Event of Default exists or has occurred and is continuing (iA) demand payment on receivables Receivables or other Collateral, (iiB) clear Inventory the purchase of which was financed with Letters of Credit through U.S. Customs or foreign export control authorities in any Borrower’s or Guarantor’s name, Agent’s name or the name of Agent’s designee, and to sign and deliver to customs officials powers of attorney in such Borrower’s or Guarantor’s name for such purpose, and to complete in Borrower’s, Guarantor’s or Agent’s name, any order, sale or transaction, obtain the necessary documents in connection therewith and collect the proceeds thereof, (C) enforce payment of receivables Receivables by legal proceedings or otherwise, (iiiD) exercise all of the Companysuch Borrower’s or Guarantor’s rights and remedies to collect any receivable Receivable or other Collateral, (ivE) in a commercially reasonable manner, sell or assign any receivable or other Collateral Receivable upon such terms, for such amount and at such time or times as the Lender Agent deems advisable, (vF) settle, adjust, compromise, extend or renew any receivablean Account, (viG) discharge and release any receivableReceivable, (viiH) prepare, file and sign the Companysuch Borrower’s or Guarantor’s name on any proof of claim in bankruptcy or other similar document against an account debtor Account Debtor or other obligor such Borrower or Guarantor in respect of any receivables Receivables or other Collateral, (viiiI) notify the post office authorities to change the address for delivery of remittances from account debtors Account Debtors or other obligors Borrowers or Guarantors in respect of receivables Receivables or other proceeds of Collateral to an address designated by the LenderAgent, and open and dispose of all mail addressed to the Company any Borrower or Guarantor and handle and store all mail relating to the Collateral, provided, that Agent shall turn over to such Borrower or Guarantor any such mail that that does not constitute a remittance from an Account Debtor or other Borrower or Guarantor in respect of Receivables or other proceeds of Collateral; (ix) make any payment or take any action necessary or desirable to protect or preserve any Collateral; and (xJ) do all acts and things which are necessary, in the LenderAgent’s determination, to fulfill the Companysuch Borrower’s Obligations or Guarantor’s obligations under this Agreement and the other Loan DocumentsFinancing Agreements and (K) subject to the Intercreditor Agreement, with respect to Intellectual Property, execute, deliver and record, any and all agreements, instruments, documents and papers to evidence the Agent’s security interest in such Intellectual Property and the goodwill and general intangibles of Borrowers and Guarantors relating thereto or represented thereby, assign any Intellectual Property or license, throughout the world, (ii) at any time an Event of Default has occurred and is continuing and during any Compliance Period, (A) have access to any lockbox or postal box into which remittances from Account Debtors or other Borrowers or Guarantors in respect of Receivables or other proceeds of Collateral are sent or received, (B) endorse such Borrower’s or Guarantor’s name upon any items of payment in respect of Receivables or constituting Collateral or otherwise received by Agent and any Lender and deposit the same in Agent’s account for application to the Obligations, (C) take control in any manner of any item of payment in respect of Receivables or constituting collateral or otherwise received in or for deposit in the Blocked Accounts or otherwise received by Agent or any Lender, (D) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Collateral as a financing statement and to file any other financing statement or amendment of a financing statement (which does not add new collateral or add a debtor) in such offices as Agent in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of Agent’s security interest in the Collateral, (E) to contact and enter into one or more agreements with the issuers of uncertificated Securities which are Collateral or with securities intermediaries holding Collateral as may be necessary or advisable to give Agent Control over such Collateral, (F) to demand payment or enforce payment of the Receivables in the name of Agent or such Borrower or Guarantor and to endorse any and all checks, drafts, and other instruments for the payment of money relating to the Receivables, (G) to sign such Borrower’s or Guarantor’s name on any invoice or xxxx of lading relating to the Receivables, drafts against any Account Debtor of the Borrower or Guarantor, assignments and verifications of Receivables, (H) to settle, adjust, compromise, extend or renew the Receivables, (I) to settle, adjust or compromise any legal proceedings brought to collect Receivables, (J) to prepare, file and sign such Borrower’s or Guarantor’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables, and (K) to change the address for delivery of mail addressed to such Borrower or Guarantor to such address as Agent may designate and to receive, open and dispose of all mail addressed to such Borrower or Guarantor, (iii) at any time to (A) endorse Borrower’s name upon any Chattel Paper, document, Instrument, invoice, or similar document or agreement relating to any Receivable or any Goods pertaining thereto or any other Collateral, including any warehouse or other receipts, or bills of lading and other negotiable or non-negotiable documents, and (B) sign such Borrower’s or Guarantor’s name on any verification of Receivables and notices thereof to Account Debtors or any secondary Guarantors or other Guarantors in respect thereof. Such Borrower or Guarantor agrees to reimburse Agent on demand for any payment made or any expense incurred by Agent in connection with any of the foregoing; provided that, this authorization shall not relieve such Borrower or Guarantor of any of its obligations under this Agreement. All acts of said attorney or designee are hereby ratified and approved. The Company powers conferred on Agent, for the benefit of the Agent and Lenders under this Section 7.7 are solely to protect Agent’s interests in the Collateral and shall not impose any duty upon Agent or any Lender to exercise any such powers. Each Borrower and Guarantor hereby releases the Lender Agent and each Lender Lenders and their respective officers, employees and designees from any liabilities arising from any act or acts under this power of attorney and in furtherance thereof, whether of omission or commission, except as a result of the LenderAgent’s or any of its officer’s, employee’s or designeeLender’s own gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction. The Lender’s authority hereunder shall include, without limitation, the authority to execute and give receipt for any certificate of ownership or any document, to transfer title to any item of Collateral and to take any other actions arising from or incident to the powers granted to the Lender under this Agreement. This power of attorney is coupled with an interest and is irrevocable until the Obligations are repaid in fullmisconduct.

Power of Attorney. In addition to all connection with the Authorized Participant’s acceptance of an interest in the powers granted to the Lender hereunderTrust, the Company Authorized Participant does hereby irrevocably designates constitute and appoints appoint the Lender (Managing Owner, and all persons designated by the Lender) its successors and assigns, as the Company’s its true and lawful attorneyAttorney-in-factFact, with full power of substitution, in my name, place and authorizes the Lender (and its designees)xxxxx, in the Company’s or the Lender’s nameexecution, acknowledgment, filing and publishing of Trust documents, including, but not limited to, at any time an Event of Default exists or has occurred and is continuing the following: (i) demand payment on receivables Any certificates and other instruments, including but not limited to, any applications for authority to do business and amendments thereto, which the Managing Owner deems appropriate to qualify or other Collateralcontinue the Trust as a business or statutory trust in the jurisdictions in which the Trust may conduct business, so long as such qualifications and continuations are in accordance with the terms of the Amended and Restated Declaration of Trust and Trust Agreement of the Trust (the “Trust Agreement”) or any amendment hereto, or which may be required to be filed by the Trust or the Shareholders under the laws of any jurisdiction; (ii) enforce payment Any instrument which may be required to be filed by the Trust under the laws of receivables any state or by legal proceedings any governmental agency, or otherwise, which the Managing Owner deems advisable to file; and (iii) exercise all The Trust Agreement and any documents which may be required to effect an amendment to the Trust Agreement approved under the terms of the Company’s rights and remedies to collect any receivable or other Collateral, (iv) sell or assign any receivable or other Collateral upon such terms, for such amount and at such time or times as the Lender deems advisable, (v) settle, adjust, compromise, extend or renew any receivable, (vi) discharge and release any receivable, (vii) prepare, file and sign the Company’s name on any proof of claim in bankruptcy or other similar document against an account debtor or other obligor in respect of any receivables or other Collateral, (viii) notify the post office authorities to change the address for delivery of remittances from account debtors or other obligors in respect of receivables or other proceeds of Collateral to an address designated by the LenderTrust Agreement, and open and dispose the continuation of all mail addressed to the Company and handle and store all mail relating to Trust, the Collateral; (ix) make any payment admission of the signer of the Power of Attorney as a Limited Owner or take any action necessary of others as additional or desirable to protect substituted Limited Owners, or preserve any Collateral; and (x) do all acts and things which are necessarythe termination of the Trust, provided such continuation, admission or termination is in accordance with the Lender’s determination, to fulfill terms of the Company’s Obligations under this Agreement and the other Loan DocumentsTrust Agreement. The Company Power of Attorney granted hereby releases the Lender and each Lender and their respective officers, employees and designees from any liabilities arising from any act or acts under this power of attorney and in furtherance thereof, whether of omission or commission, except as a result of the Lender’s or any of its officer’s, employee’s or designee’s own gross negligence or willful misconduct as determined pursuant shall be deemed to a final non-appealable order of a court of competent jurisdiction. The Lender’s authority hereunder shall include, without limitation, the authority to execute and give receipt for any certificate of ownership or any document, to transfer title to any item of Collateral and to take any other actions arising from or incident to the powers granted to the Lender under this Agreement. This power of attorney is be coupled with an interest and shall be irrevocable and shall survive, and shall not be affected by, the Authorized Participant’s subsequent insolvency or dissolution or any delivery by the Authorized Participant of an assignment of the whole or any portion of the Authorized Participant’s Units. EXHIBIT C DB CURRENCY INDEX VALUE FUND FORM OF REDEMPTION ORDER Authorized Participant: Date: Submission Number: PIN Number: Number of Shares to be Issued: All Redemption Orders are subject to the terms and conditions of the Amended and Restated Declaration of Trust and Trust Agreement of DB Currency Index Value Fund (the “Trust”) as currently in effect and the DB Currency Index Value Fund Participant Agreement among the Authorized Participant, the Trust and the Managing Owner named therein. All representations and warranties of the Authorized Participant set forth in such DB Currency Index Value Fund Participant Agreement are incorporated herein by reference. The undersigned understands that its DTC account will be charged the Transaction Fee as set forth in the currently effective copy of the Prospectus including an additional fee as provided under Section 4(a) of the Trust’s Participant Agreement if the Redemption Order is irrevocable until held open. The undersigned does hereby certify as of the Obligations are repaid in full.date set forth below that he/she is an Authorized Person under the DB Currency Index Value Fund Participant Agreement and that he/she is authorized to deliver this Redemption Order to the Managing Owner on behalf of the Authorized Participant. [NAME OF AUTHORIZED PARTICIPANT] Date: By: Name: Title: EXHIBIT D DB CURRENCY INDEX VALUE FUND DB COMMODITY SERVICES LLC OFFICER’S CERTIFICATE The undersigned, each a duly authorized officer of DB Commodity Services LLC, a Delaware limited liability company (the “Managing Owner”) of the DB Currency Index Value Fund (the “Trust”), and pursuant to Section 13(d) of the DB Currency Index Value Fund Participant Agreement (the “Agreement”), dated as of 200 , by and between the Managing Owner and (the “Authorized Participant”), hereby certify that:

Power of Attorney. In addition Huazhi Hu and Xxxxxx Xxxxx, holders of 100% equity interest (the “Company’s Shares”) of Guangzhou EHang Intelligent Technology Co., Ltd. (the “Target Company”). As to all the voting rights of the powers granted to the Lender hereunderTarget Company, the Company such holders hereby irrevocably designates and appoints authorize EHang Intelligent Equipment (Guangzhou) Co., Ltd. (the Lender (and all persons designated by “WFOE”) to exercise the Lender) as following rights related to the Company’s true Shares within the term of this Power of Attorney: The WFOE is hereby authorized to act on behalf of the Target Company as the exclusive agent and lawful attorney-in-fact, and authorizes attorney of the Lender (and its designees), in Target Company with respect to all matters concerning the Company’s Shares, including but not limited to: 1) attending the shareholders’ meetings of the Target Company; 2) exercising all shareholder’s rights and shareholder’s voting right the Company is entitled to according to law and the Target Company’s Articles of Association, including but not limited to the sale or the Lender’s name, to, at any time an Event of Default exists transfer or has occurred and is continuing (i) demand payment on receivables pledge or other Collateral, (ii) enforce payment of receivables by legal proceedings or otherwise, (iii) exercise all disposition of the Company’s rights Shares in part or in whole; and remedies 3) designating and appointing on behalf of the Company itself the legal representative (chairman), director, supervisor, general manager and other senior management members of the Target Company. All the actions conducted by the WFOE in relation to collect any receivable or other Collateral, (iv) sell or assign any receivable or other Collateral upon such terms, for such amount and at such time or times as the Lender deems advisable, (v) settle, adjust, compromise, extend or renew any receivable, (vi) discharge and release any receivable, (vii) prepare, file and sign the Company’s name on any proof Shares shall be deemed as the actions of claim in bankruptcy or other similar document against an account debtor or other obligor in respect of any receivables or other Collateralthe Target Company, (viii) notify the post office authorities to change the address for delivery of remittances from account debtors or other obligors in respect of receivables or other proceeds of Collateral to an address designated and all documents executed by the Lender, WFOE shall be deemed to be executed by the Target Company. The Target Company will hereby acknowledge those actions and open and dispose of all mail addressed documents. The WFOE is entitled to assign its rights related to the Company aforesaid matters to any other person or entity at its own discretion and handle and store all mail relating without giving any prior notice to the Collateral; (ix) make any payment Shareholders or take any action necessary or desirable to protect or preserve any Collateral; obtaining consent of the Shareholders. This Power of Attorney shall be irrevocable and (x) do continuously valid from the date of execution of this Power of Attorney. During the term of this Power of Attorney, we hereby waive all acts and things which are necessary, in the Lender’s determination, to fulfill rights associated with the Company’s Obligations under Shares, which have been entrusted to WFOE through this Agreement Power of Attorney, and shall not exercise such rights by the other Loan DocumentsTarget Company. The Company hereby releases the Lender and each Lender and their respective officers, employees and designees from any liabilities arising from any act or acts under this power of attorney and in furtherance thereof, whether of omission or commission, except as a result of the Lender’s or any of its officer’s, employee’s or designee’s own gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction. The Lender’s authority hereunder shall include, without limitation, the authority to execute and give receipt for any certificate of ownership or any document, to transfer title to any item of Collateral and to take any other actions arising from or incident to the powers granted to the Lender under this Agreement. This power of attorney is coupled with an interest and is irrevocable until the Obligations are repaid in full.Huazhi Hu (signature): /s/ Huazhi Hu Xxxxxx Xxxxx (signature): /s/ Xxxxxx Xxxxx

Power of Attorney. In addition to all of the powers granted to the Lender hereunder, the Company Each Borrower and Guarantor hereby irrevocably designates and appoints the Lender Agent (and all persons designated by the LenderAgent) as the Companysuch Borrower’s and Guarantor’s true and lawful attorney-in-fact, and authorizes the Lender (and its designees)Agent, in the Companysuch Borrower’s, Guarantor’s or the LenderAgent’s name, to, : (a) at any time an Event of Default exists or has occurred and is continuing (i) demand payment on receivables or other any Collateral, (ii) enforce payment of receivables any of the Collateral by legal proceedings or otherwise, (iii) exercise all of the Companysuch Borrower’s or Guarantor’s rights and remedies to collect any receivable or other Collateral, (iv) sell or assign any receivable or other Collateral upon such terms, for such amount and at such time or times as the Lender Agent deems advisable, (v) settle, adjust, compromise, extend or renew any receivableof the Collateral, (vi) discharge and release any receivableCollateral, (vii) prepare, file and sign the Companysuch Borrower’s or Guarantor’s name on any proof of claim in bankruptcy or other similar document against an account debtor or other obligor in respect of any receivables or other Collateral, (viii) notify the post office authorities to change the address for delivery of remittances from account debtors or other obligors in respect of receivables or other proceeds of Collateral to an address designated by the LenderAgent, and open and dispose of all mail addressed to the Company such Borrower or Guarantor and handle and store all mail relating to the Collateral; and (ix) make any payment or take any action necessary or desirable to protect or preserve any Collateral; and (x) do all acts and things which are necessary, in the LenderAgent’s determination, to fulfill the Companysuch Borrower’s Obligations or Guarantor’s obligations under this Agreement and the other Loan DocumentsFinancing Agreements and (b) at any time to (i) take control in any manner of any item of payment constituting Collateral or otherwise received in or for deposit in the Blocked Accounts or any item of payment constituting Collateral is otherwise received by Agent or any Lender, (ii) have access to any lockbox or postal box into which remittances from account debtors or other obligors in respect of Collateral are sent or received, (iii) endorse such Borrower’s or Guarantor’s name upon any items of payment in respect of Collateral received by Agent and any Lender and deposit the same in Agent’s account for application to the Obligations, (iv) endorse such Borrower’s or Guarantor’s name upon any chattel paper, document, instrument, invoice, or similar document or agreement relating to any Receivable or any goods pertaining thereto or any other Collateral, including any warehouse or other receipts, or bills of lading and other negotiable or non-negotiable documents, (v) clear Inventory the purchase of which was financed with a Letter of Credit through U.S. Customs or foreign export control authorities in such Borrower’s or Guarantor’s name, Agent’s name or the name of Agent’s designee, and to sign and deliver to customs officials powers of attorney in such Borrower’s or Guarantor’s name for such purpose, and to complete in such Borrower’s or Guarantor’s or Agent’s name, any order, sale or transaction, obtain the necessary documents in connection therewith and collect the proceeds thereof, and (vi) sign such Borrower’s or Guarantor’s name on any verification of amounts owing constituting Collateral and notices thereof to account debtors or any secondary obligors or other obligors in respect thereof. The Company Each Borrower and Guarantor hereby releases the Lender Agent and each Lender Lenders and their respective officers, employees and designees from any liabilities arising from any act or acts under this power of attorney and in furtherance thereof, whether of omission or commission, except as a result of the LenderAgent’s or any of its officer’s, employee’s or designeeLender’s own gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction. The Lender’s authority hereunder shall include, without limitation, the authority to execute and give receipt for any certificate of ownership or any document, to transfer title to any item of Collateral and to take any other actions arising from or incident to the powers granted to the Lender under this Agreement. This power of attorney is coupled with an interest and is irrevocable until the Obligations are repaid in full.

Power of Attorney. In addition to all Each of the powers granted Pre-IPO Unitholders (other than AHP-TH LLC, ACP-TH LLC, AHP-BH LLC and ACP-BHC LLC, to which this Section 5 shall not apply) hereby agrees as follows: (a) In connection with the Lender hereunderforegoing, the Company undersigned hereby irrevocably designates appoints Xxxxxx X. X’Xxxxx, Chief Executive Officer of Trean and appoints Xxxxx X. Xxxxx, Chief Financial Officer, Treasurer and Secretary of Trean, or their duly designated substitutes (the Lender (and all persons designated by the Lender) “Attorneys”), as the Company’s true and lawful attorneyattorneys-in-factfact with full power and authority to act, and authorizes the Lender (and its designees)including full power of substitution, in the Company’s or name of and for and on behalf of the Lender’s nameundersigned with respect to all matters arising in connection with the Reorganization Transactions and the IPO, including, but not limited to, at any time an Event of Default exists or has occurred and is continuing : (i) demand payment on receivables entering into and approving, as applicable, the Reorganization Documents, receipt of drafts of which herewith is hereby acknowledged, containing such additions to or other Collateralchanges in the terms, provisions and conditions thereof as the Attorneys in their sole discretion shall determine; and (ii) enforce payment making, exchanging, acknowledging and delivering all such other contracts, powers of receivables by legal proceedings or otherwiseattorney, orders, receipts, notices, requests, instructions, certificates, letters and other writings, including communications to the U.S. Securities and Exchange Commission (iii) exercise all of the Company’s rights and remedies to collect any receivable or other Collateral, (iv) sell or assign any receivable or other Collateral upon such terms, for such amount and at such time or times as the Lender deems advisable, (v) settle, adjust, compromise, extend or renew any receivable, (vi) discharge and release any receivable, (vii) prepare, file and sign the Company’s name on any proof of claim in bankruptcy or other similar document against an account debtor or other obligor in respect of any receivables or other Collateral, (viii) notify the post office authorities to change the address for delivery of remittances from account debtors or other obligors in respect of receivables or other proceeds of Collateral to an address designated by the Lender“SEC”), and open and dispose of all mail addressed amendments to the Company and handle and store all mail underwriting agreement relating to the Collateral; (ix) make any payment or take any action necessary or desirable IPO, and in general to protect or preserve any Collateral; and (x) do all acts and things which are necessary, in the Lender’s determination, to fulfill the Company’s Obligations under this Agreement and the other Loan Documents. The Company hereby releases the Lender and each Lender and their respective officers, employees and designees from any liabilities arising from any act or acts under this power of attorney and in furtherance thereof, whether of omission or commission, except as a result of the Lender’s or any of its officer’s, employee’s or designee’s own gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction. The Lender’s authority hereunder shall include, without limitation, the authority to execute and give receipt for any certificate of ownership or any document, to transfer title to any item of Collateral and to take all actions, that the Attorneys in their sole discretion may consider necessary to effect the Reorganization Transactions and the IPO, as fully as could the undersigned if personally present and acting. (b) The Power of Attorney set forth in this Section 5 and all authority conferred hereby shall be irrevocable and shall not be terminated by the undersigned or by the death or incapacity of the undersigned (if the undersigned is an individual), by the death or incapacity of any trustee or executor or the termination of any trust or estate (if the undersigned is a trust or an estate), or by the dissolution or liquidation of any corporation or partnership (if the undersigned is a corporation or partnership), or by the occurrence of any other actions arising from or incident to the powers granted to the Lender under this Agreement. This power of attorney is coupled with an interest and is irrevocable until the Obligations are repaid in fullevent unless otherwise provided by law.

Power of Attorney. In addition to all of the powers granted to the Lender hereunder, the Company (a) Each Borrower and Guarantor hereby irrevocably designates and appoints the Lender Agent (and all persons Persons reasonably designated by the LenderAgent) as the Companysuch Borrower’s and Guarantor’s true and lawful attorney-in-fact, and authorizes the Lender (and its designees)Agent, in the Companysuch Borrower’s, Guarantor’s or the LenderAgent’s name, to, : (i) at any time an Event of Default exists or has occurred and is continuing (iA) demand payment on receivables Receivables or other Collateral, (iiB) clear Inventory the purchase of which was financed with letters of credit through U.S. Customs or foreign export control authorities in any Borrower’s or Guarantor’s name, Agent’s name or the name of Agent’s designee, and to sign and deliver to customs officials powers of attorney in such Borrower’s or Guarantor’s name for such purpose, and to complete in Borrower’s, Guarantor’s or Agent’s name, any order, sale or transaction, obtain the necessary documents in connection therewith and collect the proceeds thereof, (C) enforce payment of receivables Receivables by legal proceedings or otherwise, (iiiD) exercise all of the Companysuch Borrower’s or Guarantor’s rights and remedies to collect any receivable Receivable or other Collateral, (ivE) in a commercially reasonable manner, sell or assign any receivable or other Collateral Receivable upon such terms, for such amount and at such time or times as the Lender Agent deems advisable, (vF) settle, adjust, compromise, extend or renew any receivablean Account, (viG) discharge and release any receivableReceivable, (viiH) prepare, file and sign the Companysuch Borrower’s or Guarantor’s name on any proof of claim in bankruptcy or other similar document against an account debtor Account Debtor or other obligor such Borrower or Guarantor in respect of any receivables Receivables or other Collateral, (viiiI) notify the post office authorities to change the address for delivery of remittances from account debtors Account Debtors or other obligors Borrowers or Guarantors in respect of receivables Receivables or other proceeds of Collateral to an address designated by the LenderAgent, and open and dispose of all mail addressed to the Company any Borrower or Guarantor and handle and store all mail relating to the Collateral, provided, that Agent shall turn over to such Borrower or Guarantor any such mail that that does not constitute a remittance from an Account Debtor or other Borrower or Guarantor in respect of Receivables or other proceeds of Collateral; (ix) make any payment or take any action necessary or desirable to protect or preserve any Collateral; and (xJ) do all acts and things which are necessary, in the LenderAgent’s determination, to fulfill the Companysuch Borrower’s Obligations or Guarantor’s obligations under this Agreement and the other Loan DocumentsFinancing Agreements; (K) with respect to Intellectual Property, execute, deliver and record, any and all agreements, instruments, documents and papers to evidence the Agent’s security interest in such Intellectual Property and the goodwill and general intangibles of Borrowers and Guarantors relating thereto or represented thereby, assign any Intellectual Property or license, throughout the world; (ii) at any time an Event of Default has occurred and is continuing and during any Compliance Period, (A) have access to any lockbox or postal box into which remittances from Account Debtors or other Borrowers or Guarantors in respect of Receivables or other proceeds of Collateral are sent or received, (B) endorse such Borrower’s or Guarantor’s name upon any items of payment in respect of Receivables or constituting Collateral or otherwise received by Agent and any Lender and deposit the same in Agent’s account for application to the Obligations, (C) take control in any manner of any item of payment in respect of Receivables or constituting collateral or otherwise received in or for deposit in the Blocked Accounts or otherwise received by Agent or any Lender, (D) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Collateral as a financing statement and to file any other financing statement or amendment of a financing statement (which does not add new collateral or add a debtor) in such offices as Agent in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of Agent’s security interest in the Collateral, (E) to contact and enter into one or more agreements with the issuers of uncertificated Securities which are Collateral or with securities intermediaries holding Collateral as may be necessary or advisable to give Agent Control over such Collateral, (F) to demand payment or enforce payment of the Receivables in the name of Agent or such Borrower or Guarantor and to endorse any and all checks, drafts, and other instruments for the payment of money relating to the Receivables, (G) to sign such Borrower’s or Guarantor’s name on any invoice or xxxx of lading relating to the Receivables, drafts against any Account Debtor of the Borrower or Guarantor, assignments and verifications of Receivables, (H) to settle, adjust, compromise, extend or renew the Receivables, (I) to settle, adjust or compromise any legal proceedings brought to collect Receivables, (J) to prepare, file and sign such Borrower’s or Guarantor’s name on any notice of lien, assignment or satisfaction of lien or similar document in connection with the Receivables, and (K) to change the address for delivery of mail addressed to such Borrower or Guarantor to such address as Agent may designate and to receive, open and dispose of all mail addressed to such Borrower or Guarantor, (iii) at any time to (A) endorse Borrower’s name upon any Chattel Paper, document, Instrument, invoice, or similar document or agreement relating to any Receivable or any Goods pertaining thereto or any other Collateral, including any warehouse or other receipts, or bills of lading and other negotiable or non-negotiable documents, and (B) sign such Borrower’s or Guarantor’s name on any verification of Receivables and notices thereof to Account Debtors or any secondary Guarantors or other Guarantors in respect thereof. Such Borrower or Guarantor agrees to reimburse Agent on demand for any payment made or any expense incurred by Agent in connection with any of the foregoing; provided that, this authorization shall not relieve such Borrower or Guarantor of any of its obligations under this Agreement. All acts of said attorney or designee are hereby ratified and approved. The Company powers conferred on Agent, for the benefit of the Agent and Lenders under this Section 7.7 are solely to protect Agent’s interests in the Collateral and shall not impose any duty upon Agent or any Lender to exercise any such powers. Each Borrower and Guarantor hereby releases the Lender Agent and each Lender Lenders and their respective officers, employees and designees from any liabilities arising from any act or acts under this power of attorney and in furtherance thereof, whether of omission or commission, except as a result of the LenderAgent’s or any of its officer’s, employee’s or designeeLender’s own gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction. The Lender’s authority hereunder shall include, without limitation, the authority to execute and give receipt for any certificate of ownership or any document, to transfer title to any item of Collateral and to take any other actions arising from or incident to the powers granted to the Lender under this Agreement. This power of attorney is coupled with an interest and is irrevocable until the Obligations are repaid in fullmisconduct.

Power of Attorney. In addition to all of the powers granted to the Lender hereunder, the Company Each Borrower and Guarantor hereby irrevocably designates and appoints the Lender Agent (and all persons designated by the LenderAgent) as the Companysuch Borrower’s and Guarantor’s true and lawful attorney-in-fact, and authorizes the Lender (and its designees)Agent, in the Companysuch Borrower’s, Guarantor’s or the LenderAgent’s name, to, : (a) at any time an Event of Default exists or has occurred and is continuing (i) demand payment on receivables Receivables or other Collateral, (ii) enforce payment of receivables Receivables by legal proceedings or otherwise, (iii) exercise all of the Companysuch Borrower’s or Guarantor’s rights and remedies to collect any receivable Receivable or other Collateral, (iv) sell or assign any receivable or other Collateral Receivable upon such terms, for such amount and at such time or times as the Lender Agent deems advisable, (v) settle, adjust, compromise, extend or renew any receivablean Account, (vi) discharge and release any receivableReceivable, (vii) prepare, file and sign the Companysuch Borrower’s or Guarantor’s name on any proof of claim in bankruptcy or other similar document against an account debtor or other obligor in respect of any receivables Receivables or other Collateral, (viii) notify the post office authorities to change the address for delivery of remittances from account debtors or other obligors in respect of receivables Receivables or other proceeds of Collateral to an address designated by the LenderAgent, and open and dispose of all mail addressed to the Company such Borrower or Guarantor and handle and store all mail relating to the Collateral; and (ix) make any payment or take any action necessary or desirable to protect or preserve any Collateral; and (x) do all acts and things which are necessary, in the LenderAgent’s determination, to fulfill the Companysuch Borrower’s Obligations or Guarantor’s obligations under this Agreement and the other Loan DocumentsFinancing Agreements and (b) at any time to (i) take control in any manner of any item of payment in respect of Receivables or constituting Collateral or otherwise received in or for deposit in the Blocked Accounts or otherwise received by Agent or any Lender, (ii) have access to any lockbox or postal box into which remittances from account debtors or other obligors in respect of Receivables or other proceeds of Collateral are sent or received, (iii) endorse such Borrower’s or Guarantor’s name upon any items of payment in respect of Receivables or constituting Collateral or otherwise received by Agent and any Lender and deposit the same in Agent’s account for application to the Obligations, (iv) endorse such Borrower’s or Guarantor’s name upon any chattel paper, document, instrument, invoice, or similar document or agreement relating to any Receivable or any goods pertaining thereto or any other Collateral, including any warehouse or other receipts, or bills of lading and other negotiable or non-negotiable documents, (v) clear Inventory the purchase of which was financed with Letter of Credit Accommodations through U.S. Customs, Canadian Customs or foreign export control authorities in such Borrower’s or Guarantor’s name, Agent’s name or the name of Agent’s designee, and to sign and deliver to customs officials powers of attorney in such Borrower’s or Guarantor’s name for such purpose, and to complete in such Borrower’s or Guarantor’s or Agent’s name, any order, sale or transaction, obtain the necessary documents in connection therewith and collect the proceeds thereof, and (vi) sign such Borrower’s or Guarantor’s name on any verification of Receivables and notices thereof to account debtors or any secondary obligors or other obligors in respect thereof. The Company Each Borrower and Guarantor hereby releases the Lender Agent and each Lender Lenders and their respective officers, employees and designees from any liabilities arising from any act or acts under this power of attorney and in furtherance thereof, whether of omission or commission, except as a result of the LenderAgent’s or any of its officer’s, employee’s or designeeLender’s own gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction. The Lender’s authority hereunder shall include, without limitation, the authority to execute and give receipt for any certificate of ownership or any document, to transfer title to any item of Collateral and to take any other actions arising from or incident to the powers granted to the Lender under this Agreement. This power of attorney is coupled with an interest and is irrevocable until the Obligations are repaid in full.

Power of Attorney. In addition to all of the powers granted to the Lender hereunder, the Company The Borrowers hereby irrevocably designates designate and appoints appoint the Lender (and all persons designated by the Lender) as the Company’s Borrowers’ true and lawful attorney-in-fact, and authorizes the Lender (and its designees)Lender, in the Company’s Borrowers’ or the Lender’s 's name, to, : (a) at any time an Event of Default exists or has occurred and is continuing (i) demand payment on receivables Receivables or other Collateral, ; (ii) enforce payment of receivables Receivables by legal proceedings or otherwise, ; (iii) exercise all of the Company’s Borrowers’ rights and remedies to collect any receivable Receivable or other Collateral, ; (iv) sell or assign any receivable or other Collateral Receivable upon such terms, for such amount and at such time or times as the Lender deems advisable, ; (v) settle, adjust, compromise, extend or renew any receivable, an Account; (vi) discharge and release any receivable, Receivable; (vii) prepare, file and sign the Company’s name Borrowers’ names on any proof of claim in bankruptcy or other similar document against an account debtor or other obligor in respect of any receivables Receivables or other Collateral, ; (viii) notify the post office authorities to change the address for delivery of remittances from account debtors or other obligors in respect of receivables Receivables or other proceeds of Collateral to an address designated by the Lender, and open and dispose of all mail addressed to the Company Borrowers and handle and store all mail relating to the Collateral; and (ix) make any payment or take any action necessary or desirable to protect or preserve any Collateral; and (x) do all acts and things which are necessary, in the Lender’s 's determination, to fulfill the Company’s Obligations Borrowers’ obligations under this Loan Agreement and the other Loan Transaction Documents. The Company hereby releases ; and (b) at any time an Event of Default has occurred and is continuing (i) take control in any manner of any item of payment in respect of Receivables or constituting Collateral or otherwise received by the Lender; (ii) have access to any lockbox or postal box into which remittances from account debtors or other obligors in respect of Receivables or other proceeds of Collateral are sent or received; (iii) endorse the Borrowers’ names upon any items of payment in respect of Receivables or constituting Collateral or otherwise received by the Lender and deposit the same in the Lender's account for application to the Obligations; (iv) endorse the Borrowers’ names upon any chattel paper, document, instrument, invoice, or similar document or agreement relating to any Receivable or any goods pertaining thereto or any other Collateral, including any warehouse or other receipts, or bills of lading and other negotiable or non-negotiable documents; (v) clear Inventory the purchase of which was financed with a letter of credit through U.S. Customs or foreign export control authorities in one or more of the Borrowers’ names, the Lender’s name or the name of the Lender’s designee, and to sign and deliver to customs officials powers of attorney in the Borrowers’ names for such purpose, and to complete in each of the Borrowers’ or the Lender’s names, any order, sale or transaction, obtain the necessary documents in connection therewith and collect the proceeds thereof; (vi) sign the Borrowers’ names on any verification of Receivables and notices thereof to account debtors or any secondary obligors or other obligors in respect thereof. The Borrowers hereby release the Lender and their respective its officers, employees and designees from any liabilities arising from any act or acts under this power of attorney and in furtherance thereof, whether of omission or commission, except as a result of the Lender’s or any of its officer’s, employee’s or designee’s 's own gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction. The Lender’s authority hereunder shall include, without limitation, the authority to execute and give receipt for any certificate of ownership or any document, to transfer title to any item of Collateral and to take any other actions arising from or incident to the powers granted to the Lender under this Agreement. This power of attorney is coupled with an interest and is irrevocable until the Obligations are repaid in full.

Power of Attorney. In addition Effective on the Closing Date, Seller hereby constitutes and appoints Buyer and its successors, legal representatives and assigns the true and lawful attorneys of Seller, with full power of substitution, in the name of Seller or Buyer, but on behalf of and for the benefit of Buyer and its successors, legal representatives and assigns: (a) to demand and receive from time to time any and all of the powers granted Purchased Assets and to make endorsements and give receipts and releases for and in respect of the same and any part thereof; (b) to institute, prosecute, compromise and settle any and all proceedings at law, in equity or otherwise that Buyer and its successors, legal representatives or assigns may deem proper in order to collect, assert or enforce any claim, right or title of any kind in or to the Lender hereunderPurchased Assets; (c) to defend any or all actions, the Company hereby irrevocably designates and appoints the Lender (and all persons designated by the Lender) as the Company’s true and lawful attorney-in-fact, and authorizes the Lender (and its designees), in the Company’s suits or the Lender’s name, to, at any time an Event of Default exists or has occurred and is continuing (i) demand payment on receivables or other Collateral, (ii) enforce payment of receivables by legal proceedings or otherwise, (iii) exercise all of the Company’s rights and remedies to collect any receivable or other Collateral, (iv) sell or assign any receivable or other Collateral upon such terms, for such amount and at such time or times as the Lender deems advisable, (v) settle, adjust, compromise, extend or renew any receivable, (vi) discharge and release any receivable, (vii) prepare, file and sign the Company’s name on any proof of claim in bankruptcy or other similar document against an account debtor or other obligor in respect of any receivables or other Collateral, (viii) notify of the post office authorities to change the address for delivery of remittances from account debtors or other obligors in respect of receivables or other proceeds of Collateral to an address designated by the Lender, and open and dispose of all mail addressed to the Company and handle and store all mail relating to the Collateral; (ix) make any payment or take any action necessary or desirable to protect or preserve any CollateralPurchased Assets; and (xd) to do all such acts and things which are necessary, in relation to the matters set forth in the Lender’s determinationpreceding clauses (a) through (c) as Buyer and its successors, to fulfill legal representatives or assigns shall deem desirable. Seller hereby agrees that the Company’s Obligations under this Agreement appointment hereby made and the other Loan Documents. The Company powers hereby releases the Lender and each Lender and their respective officers, employees and designees from any liabilities arising from any act or acts under this power of attorney and in furtherance thereof, whether of omission or commission, except as a result of the Lender’s or any of its officer’s, employee’s or designee’s own gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction. The Lender’s authority hereunder shall include, without limitation, the authority to execute and give receipt for any certificate of ownership or any document, to transfer title to any item of Collateral and to take any other actions arising from or incident to the powers granted to the Lender under this Agreement. This power of attorney is are coupled with an interest and is are and shall be irrevocable until by it in any manner or for any reason. After the Obligations are repaid in fullClosing Date, Buyer shall have the right to receive and open all mail, packages and other communications addressed to Seller and relating to the Purchased Assets, and Seller agrees promptly to deliver to Buyer any such mail, packages or other communications received directly or indirectly by Seller. Buyer shall promptly deliver to Seller all mail, packages and other communications received by it which relate to Seller but do not relate to the Purchased Assets.

Power of Attorney. In addition to all connection with the the Authorized Participant’s acceptance of an interest in the powers granted to the Lender hereunderTrust, the Company Authorized Participant does hereby irrevocably designates constitute and appoints appoint the Lender (Managing Owner, and all persons designated by the Lender) its successors and assigns, as the Company’s its true and lawful attorneyAttorney-in-factFact, with full power of substitution, in my name, place and authorizes the Lender (and its designees)xxxxx, in the Company’s or the Lender’s nameexecution, acknowledgment, filing and publishing of Trust documents, including, but not limited to, at any time an Event of Default exists or has occurred and is continuing the following: (i) demand payment on receivables Any certificates and other instruments, including but not limited to, any applications for authority to do business and amendments thereto, which the Managing Owner deems appropriate to qualify or other Collateralcontinue the Trust as a business or statutory trust in the jurisdictions in which the Trust may conduct business, so long as such qualifications and continuations are in accordance with the terms of the Declaration of Trust and Trust Agreement of the Trust (the “Trust Agreement”) or any amendment hereto, or which may be required to be filed by the Trust or the Shareholders under the laws of any jurisdiction; (ii) enforce payment Any instrument which may be required to be filed by the Trust under the laws of receivables any state or by legal proceedings any governmental agency, or otherwise, which the Managing Owner deems advisable to file; and (iii) exercise all The Trust Agreement and any documents which may be required to effect an amendment to the Trust Agreement approved under the terms of the Company’s rights and remedies to collect any receivable or other Collateral, (iv) sell or assign any receivable or other Collateral upon such terms, for such amount and at such time or times as the Lender deems advisable, (v) settle, adjust, compromise, extend or renew any receivable, (vi) discharge and release any receivable, (vii) prepare, file and sign the Company’s name on any proof of claim in bankruptcy or other similar document against an account debtor or other obligor in respect of any receivables or other Collateral, (viii) notify the post office authorities to change the address for delivery of remittances from account debtors or other obligors in respect of receivables or other proceeds of Collateral to an address designated by the LenderTrust Agreement, and open and dispose the continuation of all mail addressed to the Company and handle and store all mail relating to Trust, the Collateral; (ix) make any payment admission of the signer of the Power of Attorney as a Limited Owner or take any action necessary of others as additional or desirable to protect substituted Limited Owners, or preserve any Collateral; and (x) do all acts and things which are necessarythe termination of the Trust, provided such continuation, admission or termination is in accordance with the Lender’s determination, to fulfill terms of the Company’s Obligations under this Agreement and the other Loan DocumentsTrust Agreement. The Company Power of Attorney granted hereby releases the Lender and each Lender and their respective officers, employees and designees from any liabilities arising from any act or acts under this power of attorney and in furtherance thereof, whether of omission or commission, except as a result of the Lender’s or any of its officer’s, employee’s or designee’s own gross negligence or willful misconduct as determined pursuant shall be deemed to a final non-appealable order of a court of competent jurisdiction. The Lender’s authority hereunder shall include, without limitation, the authority to execute and give receipt for any certificate of ownership or any document, to transfer title to any item of Collateral and to take any other actions arising from or incident to the powers granted to the Lender under this Agreement. This power of attorney is be coupled with an interest and shall be irrevocable and shall survive, and shall not be affected by, the Authorized Participant’s subsequent insolvency or dissolution or any delivery by the Authorized Participant of an assignment of the whole or any portion of the Authorized Participant’s Units. EXHIBIT C DB COMMODITY INDEX TRACKING FUND FORM OF REDEMPTION ORDER Authorized Participant: Date: Submission Number: PIN Number: Number of Shares to be Issued: All Redemption Orders are subject to the terms and conditions of the Declaration of Trust and Trust Agreement of DB Commodity Index Tracking Fund (the “Trust”) as currently in effect and the DB Commodity Index Tracking Fund Participant Agreement among the Authorized Participant, the Trust and the Managing Owner named therein. All representations and warranties of the Authorized Participant set forth in such DB Commodity Index Tracking Fund Participant Agreement are incorporated herein by reference. The undersigned understands that its DTC account will be charged the Transaction Fee as set forth in the currently effective copy of the Prospectus including an additional fee as provided under Section 4(a) of the Trust’s Participant Agreement if the Redemption Order is irrevocable until held open. The undersigned does hereby certify as of the Obligations are repaid in full.date set forth below that he/she is an Authorized Person under the DB Commodity Index Tracking Fund Participant Agreement and that he/she is authorized to deliver this Redemption Order to the Managing Owner on behalf of the Authorized Participant. [NAME OF AUTHORIZED PARTICIPANT] Date: By: Name: Title: EXHIBIT D DB COMMODITY INDEX TRACKING FUND DB COMMODITY SERVICES LLC OFFICER’S CERTIFICATE The undersigned, a duly authorized officer of DB Commodity Services LLC, a Delaware limited liability company (the “Managing Owner”) of the DB Commodity Index Tracking Fund (the “Trust”), and pursuant to Section 13(d) of the DB Commodity Index Tracking Fund Participant Agreement (the “Agreement”), dated as of , by and between the Managing Owner and (the “Authorized Participant”), hereby certifies that:

Power of Attorney. In addition to all of the powers granted to the Lender hereunder, the Company The Borrower hereby irrevocably designates and appoints the Lender Administrative Agent (and all persons Persons designated by the LenderAdministrative Agent) as the CompanyBorrower’s true and lawful attorney-in-fact, and authorizes the Lender (and its designees)Administrative Agent, in the CompanyBorrower’s or the LenderAdministrative Agent’s name, to, : (a) at any time an Amortization Event of Default exists or has occurred and is continuing (i) demand payment on receivables Receivables or other Collateral, (ii) enforce payment of receivables Receivables by legal proceedings or otherwise, (iii) exercise all of the CompanyBorrower’s rights and remedies to collect any receivable Receivable or other Collateral, (iv) sell or assign any receivable or other Collateral Receivable upon such terms, for such amount and at such time or times as the Lender Administrative Agent deems advisable, (v) settle, adjust, compromise, extend or renew any receivableReceivable, (vi) discharge and release any receivableReceivable, (vii) prepare, file and sign the CompanyBorrower’s name on any proof of claim in bankruptcy or other similar document against an account debtor or other obligor in respect of any receivables Receivables or other Collateral, (viii) notify the post office authorities to change the address for delivery of remittances from account debtors or other obligors Obligors in respect of receivables Receivables or other proceeds of Collateral to an address designated by the LenderAdministrative Agent, and open and dispose of all mail addressed to the Company Borrower and handle and store all mail relating to the Collateral; and (ix) make any payment or take any action necessary or desirable to protect or preserve any Collateral; and (x) do all acts and things which are necessary, in the LenderAdministrative Agent’s determination, to fulfill the CompanyBorrower’s Obligations obligations under this Agreement and the other Loan DocumentsTransaction Documents and (b) at any time to (i) take control in any manner of any item of payment in respect of Receivables or constituting Collateral or otherwise received in or for deposit in a Collection Account or otherwise received by the Administrative Agent or any Lender, (ii) have access to any Lock-Box into which remittances from account debtors or other obligors in respect of Receivables or other proceeds of Collateral are sent or received, (iii) endorse Borrower’s name upon any items of payment in respect of Receivables or constituting Collateral or otherwise received by the Administrative Agent and any Lender and deposit the same in the Administrative Agent’s account for application to the Aggregate Unpaids, (iv) endorse Borrower’s name upon any chattel paper, document, instrument, invoice, or similar document or agreement relating to any Receivable or any goods pertaining thereto or any other Collateral, including any warehouse or other receipts, or bills of lading and other negotiable or non-negotiable documents, and (v) sign the Borrower’s name on any verification of Receivables and notices thereof to account debtors or any secondary obligors or other obligors in respect thereof. The Company Borrower hereby releases the Lender Administrative Agent and each Lender Xxxxxxx and their respective officers, employees and designees from any liabilities arising from any act or acts under this power of attorney and in furtherance thereof, whether of omission or commission, except as a result of the LenderAdministrative Agent’s or any of its officer’s, employee’s or designeeXxxxxx’s own bad faith, fraud, gross negligence or willful misconduct as determined pursuant to a final non-appealable order of by a court of competent jurisdiction. The Lender’s authority hereunder shall include, without limitation, the authority to execute and give receipt for any certificate of ownership or any document, to transfer title to any item of Collateral and to take any other actions arising from or incident to the powers granted to the Lender under this Agreement. This power of attorney is coupled with an interest and is irrevocable until the Obligations are repaid in full.

Power of Attorney. In addition to all of the powers granted to the Lender hereunder, the Company Borrower and each Guarantors hereby irrevocably designates and appoints the Lender Agent (and all persons designated by the LenderAgent) as the CompanyBorrower’s and Guarantor’s true and lawful attorney-in-fact, and authorizes the Lender (and its designees)Agent, in the CompanyBorrower’s, Guarantor’s or the LenderAgent’s name, to, : (a) at any time an Event of Default exists or has occurred and is continuing (i) demand payment on receivables Receivables or other Collateral, (ii) enforce payment of receivables Receivables by legal proceedings or otherwise, (iii) exercise all of the CompanyBorrower’s or such Guarantor’s rights and remedies to collect any receivable Receivable or other Collateral, (iv) sell or assign any receivable or other Collateral Receivable upon such terms, for such amount and at such time or times as the Lender Agent deems advisable, (v) settle, adjust, compromise, extend or renew any receivablean Account, (vi) discharge and release any receivableReceivable, (vii) prepare, file and sign the CompanyBorrower’s or such Guarantor’s name on any proof of claim in bankruptcy or other similar document against an account debtor or other obligor in respect of any receivables Receivables or other Collateral, (viii) notify the post office authorities to change the address for delivery of remittances from account debtors or other obligors in respect of receivables Receivables or other proceeds of Collateral to an address designated by the LenderAgent, and open and dispose of all mail addressed to the Company Borrower or such Guarantor and handle and store all mail relating to the Collateral; and (ix) make any payment or take any action necessary or desirable to protect or preserve any Collateral; and (x) do all acts and things which are necessary, in the LenderAgent’s determination, to fulfill the CompanyBorrower’s Obligations or such Guarantor’s obligations under this Agreement and the other Loan DocumentsFinancing Agreements and (b) at any time to (i) take control in any manner of any item of payment in respect of Receivables or constituting Collateral or otherwise received in or for deposit in the Blocked Accounts or otherwise received by Agent or any Lender, (ii) have access to any lockbox or postal box into which remittances from account debtors or other obligors in respect of Receivables or other proceeds of Collateral are sent or received, (iii) endorse Borrower’s or such Guarantor’s name upon any items of payment in respect of Receivables or constituting Collateral or otherwise received by Agent and any Lender and deposit the same in Agent’s account for application to the Obligations, (iv) endorse Borrower’s or such Guarantor’s name upon any chattel paper, document, instrument, invoice, or similar document or agreement relating to any Receivable or any goods pertaining thereto or any other Collateral, including any warehouse or other receipts, or bills of lading and other negotiable or non-negotiable documents, (v) clear Inventory the purchase of which was financed with Letter of Credit Accommodations through U.S. Customs or foreign export control authorities in Borrower’s or Guarantor’s name, Agent’s name or the name of Agent’s designee, and to sign and deliver to customs officials powers of attorney in Borrower’s or such Guarantor’s name for such purpose, and to complete in Borrower’s or such Guarantor’s or Agent’s name, any order, sale or transaction, obtain the necessary documents in connection therewith and collect the proceeds thereof, and (vi) sign Borrower’s or such Guarantor’s name on any verification of Receivables and notices thereof to account debtors or any secondary obligors or other obligors in respect thereof. The Company Borrower and each Guarantor hereby releases the Lender Agent and each Lender Lenders and their respective officers, employees and designees from any liabilities arising from any act or acts under this power of attorney and in furtherance thereof, whether of omission or commission, except as a result of the LenderAgent’s or any of its officer’s, employee’s or designeeLender’s own gross negligence or willful wilful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction. The Lender’s authority hereunder shall include, without limitation, the authority to execute and give receipt for any certificate of ownership or any document, to transfer title to any item of Collateral and to take any other actions arising from or incident to the powers granted to the Lender under this Agreement. This power of attorney is coupled with an interest and is irrevocable until the Obligations are repaid in full.

Power of Attorney. In addition to all of connection with the powers granted to the Lender hereunderInvestor’s subscription for Interests, the Company Investor hereby irrevocably designates constitutes and appoints the Lender (General Partner, its principals and all persons designated by the Lender) officers, or any of them, with full power of substitution, as the CompanyInvestor’s true and lawful representative and attorney- in-fact, granting unto such attorney-in-fact, fact full power of substitution and authorizes the Lender (with full power and its designees), authority in the Company’s or the LenderInvestor’s name, place and stead to make, execute, acknowledge, deliver, swear to, at any time an Event of Default exists or has occurred and is continuing (i) demand payment on receivables or other Collateral, (ii) enforce payment of receivables by legal proceedings or otherwise, (iii) exercise all of the Company’s rights and remedies to collect any receivable or other Collateral, (iv) sell or assign any receivable or other Collateral upon such terms, for such amount and at such time or times as the Lender deems advisable, (v) settle, adjust, compromise, extend or renew any receivable, (vi) discharge and release any receivable, (vii) prepare, file and sign record in all necessary or appropriate places: (a) the Company’s name on any proof of claim in bankruptcy or other similar document against an account debtor or other obligor in respect of any receivables or other Collateral, (viii) notify the post office authorities to change the address for delivery of remittances from account debtors or other obligors in respect of receivables or other proceeds of Collateral to an address designated by the Lender, and open and dispose of all mail addressed to the Company and handle and store all mail relating to the CollateralLimited Partnership Agreement; (ixb) make all other documents, certificates or instruments that the General Partner deems appropriate to qualify, continue or terminate the Fund as a limited partnership in the jurisdictions in which the Fund may conduct business; (c) all instruments that the General Partner deems appropriate to reflect a change or modification of the Fund in accordance with the terms of the Limited Partnership Agreement; (d) all other certificates, documents and instruments with any payment or take any action necessary or desirable jurisdiction that the General Partner deems appropriate to protect or preserve any Collateralcarry out the business of the Fund; (e) certificates of assumed name; and (xf) do all acts conveyances and things which are necessary, in other instruments that the Lender’s determination, General Partner deems appropriate to fulfill effect the Company’s Obligations under this Agreement dissolution and the other Loan Documents. The Company hereby releases the Lender and each Lender and their respective officers, employees and designees from any liabilities arising from any act or acts under this power of attorney and in furtherance thereof, whether of omission or commission, except as a result liquidation of the Lender’s or any of its officer’s, employee’s or designee’s own gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction. The Lender’s authority hereunder shall include, without limitation, the authority to execute and give receipt for any certificate of ownership or any document, to transfer title to any item of Collateral and to take any other actions arising from or incident to the powers granted to the Lender under this AgreementFund. This power Power of attorney Attorney is coupled with an interest interest, is irrevocable, and is irrevocable until shall survive the Obligations are repaid death, dissolution, incompetence or incapacity of the Investor or an assignment by the Investor of the Investor’s Interests except that where the assignee thereof has been admitted to the Fund as a substituted Partner, this Power of Attorney shall survive such assignment for the sole purpose of enabling the General Partner to execute, acknowledge and file any certificate, instrument or document necessary or appropriate to effect such substitution. The Investor hereby agrees to be bound by all of the representations of the attorney-in-fact and waives any and all defenses that may be available to the Investor to contest, xxxxxx or disaffirm the actions of the attorney-in-fact or its successors under this Power of Attorney, and hereby ratifies and confirms all acts that said attorney-in-fact may take as attorney-in-fact hereunder in fullall respects, as though performed by the Investor.

Power of Attorney. In addition to all of the powers granted to the Lender hereunder, the Company Each Borrower and Guarantor hereby irrevocably designates and appoints the Lender Administrative Agent (and all persons designated by the LenderAdministrative Agent) as the Companysuch Borrower’s and Guarantor’s true and lawful attorney-in-fact, and authorizes the Lender (and its designees)Administrative Agent, in the Companysuch Borrower’s, Guarantor’s or the LenderAdministrative Agent’s name, to, : (a) at any time on and after an Event of Default exists or has occurred and is continuing (i) demand payment on receivables Receivables or other Collateral, (ii) enforce payment of receivables Receivables by legal proceedings or otherwise, (iii) exercise all of the Companysuch Borrower’s or Guarantor’s rights and remedies to collect any receivable Receivable or other Collateral, (iv) sell or assign any receivable or other Collateral Receivable upon such terms, for such amount and at such time or times as the Lender Administrative Agent deems advisable, (v) settle, adjust, compromise, extend or renew any receivablean Account, (vi) discharge and release any receivableReceivable, (vii) prepare, file and sign the Companysuch Borrower’s or Guarantor’s name on any proof of claim in bankruptcy or other similar document against an account debtor Account Debtor or other obligor in respect of any receivables Receivables or other Collateral, (viii) notify the post office authorities to change the address for delivery of remittances from account debtors Account Debtors or other obligors in respect of receivables Receivables or other proceeds of Collateral to an address designated by the LenderAdministrative Agent, and open and dispose of all mail addressed to the Company such Borrower or Guarantor and handle and store all mail relating to the Collateral; and (ix) make any payment or take any action necessary or desirable to protect or preserve any Collateral; and (x) do all acts and things which are necessary, in the LenderAdministrative Agent’s determination, to fulfill the Companysuch Borrower’s Obligations or Guarantor’s obligations under this Agreement and the other Loan DocumentsFinancing Agreements and (b) at all times that Administrative Agent has exercised its right to instruct the depository banks at which Blocked Accounts are maintained to transfer funds to the Administrative Agent Payment Account as provided in Section 6.3 hereto (or at any time that any item of payment referred to below may be received by Administrative Agent or any Lender), to (i) take control in any manner of any item of payment in respect of Receivables or constituting Collateral or otherwise received in or for deposit in the Blocked Accounts or otherwise received by Administrative Agent or any Lender, (ii) have access to any lockbox or postal box into which remittances from Account Debtors or other obligors in respect of Receivables or other proceeds of Collateral are sent or received, (iii) endorse such Borrower’s or Guarantor’s name upon any items of payment in respect of Receivables or constituting Collateral or otherwise received by Administrative Agent and any Lender and deposit the same in Administrative Agent’s account for application to the Obligations, and (c) at any time to (i) endorse such Borrower’s or Guarantor’s name upon any chattel paper, document, instrument, invoice, or similar document or agreement relating to any Receivable or any goods pertaining thereto or any other Collateral, including any warehouse or other receipts, or bills of lading and other negotiable or non-negotiable documents, (ii) clear Inventory the purchase of which was financed with Letter of Credit Accommodations through U.S. Customs or foreign export control authorities in such Borrower’s or Guarantor’s name, Administrative Agent’s name or the name of Administrative Agent’s designee, and to sign and deliver to customs officials powers of attorney in such Borrower’s or Guarantor’s name for such purpose, and to complete in such Borrower’s or Guarantor’s or Administrative Agent’s name, any order, sale or transaction, obtain the necessary documents in connection therewith and collect the proceeds thereof, and (iii) sign such Borrower’s or Guarantor’s name on any verification of Receivables and notices thereof to Account Debtors or any secondary obligors or other obligors in respect thereof. The Company Each Borrower and Guarantor hereby releases the Lender Administrative Agent and each Lender Lenders and their respective officers, employees and designees from any liabilities arising from any act or acts under this power of attorney and in furtherance thereof, whether of omission or commission, except as a result of to the Lenderextent resulting from Administrative Agent’s or any of its officer’s, employee’s or designeeLender’s own gross negligence or willful wilful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction. The Lender’s authority hereunder shall include, without limitation, the authority to execute and give receipt for any certificate of ownership or any document, to transfer title to any item of Collateral and to take any other actions arising from or incident to the powers granted to the Lender under this Agreement. This power of attorney is coupled with an interest and is irrevocable until the Obligations are repaid in full.

Power of Attorney. In addition to all of the powers granted to the Lender hereunder(a) Each Limited Partner (other than H&F Xxxxxx AIV, the Company L.P., Xxxxxxx & Xxxxxxxx Capital Associates V, LP and H&F Xxxxxx Blocker Corp.), by its execution hereof, hereby irrevocably designates makes, constitutes and appoints the Lender (General Partner and all persons designated by the Lender) Liquidating Trustee, if any, in such capacity as the Company’s Liquidating Trustee for so long as it acts as such, as its true and lawful agent and attorney-in-fact, with full power of substitution and authorizes the Lender (full power and authority in its designees), in the Company’s or the Lender’s name, place and stead, to make, execute, sign, acknowledge, swear to, at any time an Event of Default exists or has occurred record and is continuing file (i) demand payment on receivables or other Collateral, this Agreement and any amendment to this Agreement that has been adopted as herein provided; (ii) enforce payment the certificate of receivables limited partnership and all amendments to the Certificate required or permitted by legal proceedings law or otherwise, the provisions of this Agreement; (iii) exercise all certificates and other instruments deemed advisable by the General Partner or the Liquidating Trustee to carry out the provisions of this Agreement and applicable law or to permit the Company’s rights Partnership to become or to continue as a limited partnership or partnership wherein the Limited Partners have limited liability in each jurisdiction where the Partnership may be doing business, and remedies to collect any receivable or other Collateral, the execution and filing of which is not inconsistent with the terms of this Agreement; (iv) sell all instruments that the General Partner or assign any receivable the Liquidating Trustee deems appropriate to reflect a change or other Collateral upon such terms, for such amount and at such time or times as the Lender deems advisable, (v) settle, adjust, compromise, extend or renew any receivable, (vi) discharge and release any receivable, (vii) prepare, file and sign the Company’s name on any proof modification of claim in bankruptcy or other similar document against an account debtor or other obligor in respect of any receivables or other Collateral, (viii) notify the post office authorities to change the address for delivery of remittances from account debtors or other obligors in respect of receivables or other proceeds of Collateral to an address designated by the Lender, and open and dispose of all mail addressed to the Company and handle and store all mail relating to the Collateral; (ix) make any payment or take any action necessary or desirable to protect or preserve any Collateral; and (x) do all acts and things which are necessary, in the Lender’s determination, to fulfill the Company’s Obligations under this Agreement and or the other Loan Documents. The Company hereby releases the Lender and each Lender and their respective officersPartnership in accordance with this Agreement, employees and designees from any liabilities arising from any act or acts under this power of attorney and in furtherance thereof, whether of omission or commission, except as a result of the Lender’s or any of its officer’s, employee’s or designee’s own gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction. The Lender’s authority hereunder shall includeincluding, without limitation, the authority to execute admission of additional Limited Partners or Substituted Limited Partners, and give receipt for any certificate adjustments of ownership or any document, to transfer title to any item of Collateral and to take any other actions arising from or incident the Partnership Unit Holders’ Capital Accounts pursuant to the powers granted to the Lender under provisions of this Agreement. This power ; (v) all conveyances and other instruments or papers deemed advisable by the General Partner or the Liquidating Trustee to effect the dissolution and termination of attorney is coupled the Partnership in accordance with an interest the Partnership Agreement; (vi) all fictitious or assumed name certificates required or permitted to be filed on behalf of the Partnership; and is irrevocable until (vii) all other instruments or papers which may be required or permitted by law to be filed on behalf of the Obligations Partnership which are repaid not legally binding on the Limited Partners in fulltheir individual capacity and are necessary to carry out the provisions of this Agreement.

Power of Attorney. In addition to all of the powers granted to the Lender hereunderThe Member, the Company hereby irrevocably designates and appoints the Lender (and all persons designated by the Lender) as the Company’s true and lawful execution of this Agreement, whether in counterpart, by separate instrument, by attorney-in-fact, and authorizes the Lender (and its designees), in the Company’s or the Lender’s name, to, at any time an Event of Default exists or has occurred and is continuing (i) demand payment on receivables or other Collateral, (ii) enforce payment of receivables by legal proceedings fact or otherwise, (iii) exercise does hereby irrevocably constitute and appoint the Manager with full power of substitution, its true and lawful attorney and agent, with full power and authority in its name, place and stead, to file, prosecute, defend, settle or compromise any and all actions at law or suits in equity for or on behalf of the Company with respect to any claim, demand or liability asserted or threatened by or against the Company’s rights , and remedies to collect any receivable or other Collateralexecute, (iv) sell or assign any receivable or other Collateral upon such termsacknowledge, for such amount and at such time or times as the Lender deems advisable, (v) settle, adjust, compromise, extend or renew any receivable, (vi) discharge and release any receivable, (vii) preparedeliver, file and sign the Company’s name record on any proof behalf of claim in bankruptcy or other similar document against an account debtor or other obligor in respect of any receivables or other Collateral, (viii) notify the post office authorities to change the address for delivery of remittances from account debtors or other obligors in respect of receivables or other proceeds of Collateral to an address designated by the Lender, and open and dispose of all mail addressed to the Company and handle and store all mail relating to the Collateral; (ix) make any payment or take any action necessary or desirable to protect or preserve any Collateral; and (x) do all acts and things which are necessary, Member in the Lender’s determination, to fulfill the Company’s Obligations under this Agreement appropriate public offices: (a) all certificates and the other Loan Documents. The Company hereby releases the Lender and each Lender and their respective officers, employees and designees from any liabilities arising from any act or acts under this power of attorney and in furtherance thereof, whether of omission or commission, except as a result of the Lender’s or any of its officer’s, employee’s or designee’s own gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction. The Lender’s authority hereunder shall includeinstruments (including, without limitation, all counterparts of this Agreement, all amendments hereto, the authority to execute and give receipt for any certificate of ownership formation of the Company and all amendments thereto) which the Manager deems appropriate to qualify or continue the Company as a limited liability company in the jurisdictions in which the Company may conduct business or which may be required to be filed by the Company or the Member under the laws of any documentjurisdiction; (b) all instruments which the Manager deems appropriate to reflect a change in or modification or amendment of the Company or this Agreement adopted or effected in accordance with the terms of this Agreement; (c) all conveyances and other instruments which the Manager deems appropriate to reflect the dissolution and termination of the Company; (d) certificates of assumed name; and (e) any brokerage, to transfer title to any item of Collateral and to take any other actions arising from or incident administrative, selling, custodial, advisory, investment management, subscription, stock purchase, swap, ISDA master agreements, the schedules thereto, the credit support annex to the powers ISDA master agreement, paragraph 13 thereto and any confirmation issued thereunder and other agreements which the Manager deems necessary, advisable or desirable in connection with the Company’s business. The Power of Attorney granted herein shall be irrevocable and be deemed to the Lender under this Agreement. This be a power of attorney is coupled with an interest and is irrevocable until shall survive the Obligations are repaid incapacity or death of the Member. The Member hereby agrees to be bound by any representation made by the Manager and by any successor thereto acting in fullgood faith pursuant to such Power of Attorney, and the Member hereby waives any and all defenses which may be available to contest, negate or disaffirm the action of the Manager and any successor thereto taken in good faith under such Power of Attorney. In the event of any conflict between this Agreement and any instruments filed by such attorney pursuant to the Power of Attorney granted in this Section 1.5, this Agreement shall control.

Power of Attorney. In addition to all 8.1 By execution of this Agreement, you hereby irrevocably constitute and appoint each Board Member (as defined in the powers granted to the Lender hereunderOperating Agreement), the Company hereby irrevocably designates Manager, and appoints the Lender Liquidating Trustee (and all persons designated by as defined in the Lender) Operating Agreement), if any, as the Company’s your true and lawful attorney-in-agent and attorney in fact, with full power of substitution and authorizes the Lender (full power and its designees), authority in the Company’s or the Lender’s your name, place and xxxxx, to make, execute, sign, acknowledge, swear to, at any time an Event of Default exists or has occurred record, and is continuing file: (i) demand payment on receivables or other Collateral, the Operating Agreement and any amendment to the Operating Agreement that has been adopted as therein provided; (ii) enforce payment the original certificate of receivables formation of the Company and all amendments thereto required or permitted by legal proceedings law or otherwise, the provisions of the Operating Agreement; (iii) exercise all certificates and other instruments deemed advisable by the Board (as defined in the Operating Agreement), the Manager or the Liquidating Trustee to carry out the provisions of the Company’s rights Operating Agreement and remedies applicable law or to collect any receivable permit the Company to become or other Collateral, to continue as a limited liability company or wherein the members have limited liability in each jurisdiction where the Company may be doing business; (iv) sell all instruments that the Board, the Manager, or assign any receivable the Liquidating Trustee deems appropriate to reflect a change or other Collateral upon such terms, for such amount and at such time modification of the Operating Agreement or times as the Lender deems advisable, (v) settle, adjust, compromise, extend or renew any receivable, (vi) discharge and release any receivable, (vii) prepare, file and sign the Company’s name on any proof of claim in bankruptcy or other similar document against an account debtor or other obligor in respect of any receivables or other Collateral, (viii) notify the post office authorities to change the address for delivery of remittances from account debtors or other obligors in respect of receivables or other proceeds of Collateral to an address designated by the Lender, and open and dispose of all mail addressed to the Company and handle and store all mail relating to in accordance with the Collateral; (ix) make any payment or take any action necessary or desirable to protect or preserve any Collateral; and (x) do all acts and things which are necessaryOperating Agreement, in the Lender’s determination, to fulfill the Company’s Obligations under this Agreement and the other Loan Documents. The Company hereby releases the Lender and each Lender and their respective officers, employees and designees from any liabilities arising from any act or acts under this power of attorney and in furtherance thereof, whether of omission or commission, except as a result of the Lender’s or any of its officer’s, employee’s or designee’s own gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction. The Lender’s authority hereunder shall includeincluding, without limitation, the authority to execute and give receipt for any certificate admission of ownership additional Members (as defined in the Operating Agreement) or any document, to transfer title to any item of Collateral and to take any other actions arising from or incident substituted Members pursuant to the powers granted provisions of the Operating Agreement; (v) all conveyances and other instruments or papers deemed advisable by the Board, the Manager, or the Liquidating Trustee to effect the Lender under this dissolution and termination of the Company (consistent with Section 11 of the Operating Agreement); (vi) all fictitious or assumed name certificates required or permitted (in light of the Company’s activities) to be filed on behalf of the Company; and (vii) all other instruments or papers that may be required or permitted by law to be filed on behalf of the Company that are not legally binding on the Members in their individual capacity and are necessary to carry out the provisions of the Operating Agreement. This power of The Board or the Manager shall notify you for which it has exercised a power-of-attorney is coupled with an interest and is irrevocable until the Obligations are repaid in fullas soon as practicable thereafter.

Power of Attorney. In addition to all of the powers granted to the Lender hereunder(a) Each Limited Partner (other than H&F Xxxxxx AIV, the Company L.P. and Xxxxxxx & Xxxxxxxx Capital Associates V, LP ), by its execution hereof, hereby irrevocably designates makes, constitutes and appoints the Lender (General Partner and all persons designated by the Lender) Liquidating Trustee, if any, in such capacity as the Company’s Liquidating Trustee for so long as it acts as such, as its true and lawful agent and attorney-in-fact, with full power of substitution and authorizes the Lender (full power and authority in its designees), in the Company’s or the Lender’s name, place and stead, to make, execute, sign, acknowledge, swear to, at any time an Event of Default exists or has occurred record and is continuing file (i) demand payment on receivables or other Collateral, this Agreement and any amendment to this Agreement that has been adopted as herein provided; (ii) enforce payment the certificate of receivables limited partnership and all amendments to the Certificate required or permitted by legal proceedings law or otherwise, the provisions of this Agreement; (iii) exercise all certificates and other instruments deemed advisable by the General Partner or the Liquidating Trustee to carry out the provisions of this Agreement and applicable law or to permit the Company’s rights Partnership to become or to continue as a limited partnership or partnership wherein the Limited Partners have limited liability in each jurisdiction where the Partnership may be doing business, and remedies to collect any receivable or other Collateral, the execution and filing of which is not inconsistent with the terms of this Agreement; (iv) sell all instruments that the General Partner or assign any receivable the Liquidating Trustee deems appropriate to reflect a change or other Collateral upon such terms, for such amount and at such time or times as the Lender deems advisable, (v) settle, adjust, compromise, extend or renew any receivable, (vi) discharge and release any receivable, (vii) prepare, file and sign the Company’s name on any proof modification of claim in bankruptcy or other similar document against an account debtor or other obligor in respect of any receivables or other Collateral, (viii) notify the post office authorities to change the address for delivery of remittances from account debtors or other obligors in respect of receivables or other proceeds of Collateral to an address designated by the Lender, and open and dispose of all mail addressed to the Company and handle and store all mail relating to the Collateral; (ix) make any payment or take any action necessary or desirable to protect or preserve any Collateral; and (x) do all acts and things which are necessary, in the Lender’s determination, to fulfill the Company’s Obligations under this Agreement and or the other Loan Documents. The Company hereby releases the Lender and each Lender and their respective officersPartnership in accordance with this Agreement, employees and designees from any liabilities arising from any act or acts under this power of attorney and in furtherance thereof, whether of omission or commission, except as a result of the Lender’s or any of its officer’s, employee’s or designee’s own gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction. The Lender’s authority hereunder shall includeincluding, without limitation, the authority to execute admission of additional Limited Partners or Substituted Limited Partners, and give receipt for any certificate adjustments of ownership or any document, to transfer title to any item of Collateral and to take any other actions arising from or incident the Partnership Unit Holders’ Capital Accounts pursuant to the powers granted provisions of this Agreement; (v) all conveyances and other instruments or papers deemed advisable by the General Partner or the Liquidating Trustee to effect the Lender under dissolution and termination of the Partnership in accordance with the Partnership Agreement; (vi) all fictitious or assumed name certificates required or permitted to be filed on behalf of the Partnership; and (vii) all other instruments or papers which may be required or permitted by law to be filed on behalf of the Partnership which are not legally binding on the Limited Partners in their individual capacity and are necessary to carry out the provisions of this Agreement. This power of attorney is coupled with an interest and is irrevocable until the Obligations are repaid in full.SC1:3479243.8

Power of Attorney. In addition to all of the powers granted to the Lender hereunder, the Company Each Borrower and Guarantor hereby irrevocably designates and appoints the Lender Agent (and all persons designated by the LenderAgent) as the Companysuch Borrower’s or Guarantor’s true and lawful attorney-in-fact, and authorizes the Lender (and its designees)Agent, in the Companysuch Borrower’s or the LenderGuarantor’s, or Agent’s name, to, at any time an Event of Default exists or has occurred and is continuing (i) demand payment on receivables Receivables or other Collateral, (ii) enforce payment of receivables Receivables by legal proceedings or otherwise, (iii) exercise all of the Companysuch Borrower’s or Guarantor’s rights and remedies to collect any receivable Receivable or other Collateral, (iv) sell or assign any receivable or other Collateral Receivable upon such terms, for such amount and at such time or times as the Lender Agent deems advisable, (v) settle, adjust, compromise, extend or renew any receivablean Account, (vi) discharge and release any receivableReceivable, (vii) prepare, file and sign the Companysuch Borrower’s or Guarantor’s name on any proof of claim in bankruptcy or other similar document against an account debtor or other obligor in respect of any receivables Receivables or other Collateral, (viii) notify the post office authorities to change the address for delivery of remittances from account debtors or other obligors in respect of receivables Receivables or other proceeds of Collateral to an address designated by the LenderAgent, and open and dispose of all mail addressed to the Company such Borrower or Guarantor and handle and store all mail relating to the Collateral; , (ix) make any payment or take any action necessary or desirable to protect or preserve any Collateral; and (x) do all acts and things which are necessary, in the LenderAgent’s determination, to fulfill the Companysuch Borrower’s Obligations or Guarantor’s obligations under this Agreement and the other Loan DocumentsFinancing Agreements, (x) take control in any manner of any item of payment in respect of Receivables or constituting Collateral or otherwise received in or for deposit in the Blocked Accounts or otherwise received by Agent or any Lender, (xi) have access to any lockbox or postal box into which remittances from account debtors or other obligors in respect of Receivables or other proceeds of Collateral are sent or received, (xii) endorse such Borrower’s or Guarantor’s name upon any items of payment in respect of Receivables or constituting Collateral or otherwise received by Agent and any Lender and deposit the same in Agent’s account for application to the Obligations, (xiii) endorse such Borrower’s or Guarantor’s name upon any chattel paper, document, instrument, invoice, or similar document or agreement relating to any Receivable or any goods pertaining thereto or any other Collateral, including any warehouse or other receipts, or bills of lading and other negotiable or non-negotiable documents, (xiv) clear Inventory the purchase of which was financed with Letter of Credit Accommodations through U.S. Customs or foreign export control authorities in such Borrower’s or Guarantor’s name, Agent’s name or the name of Agent’s designee, and to sign and deliver to customs officials powers of attorney in such Borrower’s or Guarantor’s own name for such purpose, and to complete in such Borrower’s or Guarantor’s or Agent’s name, any order, sale or transaction, obtain the necessary documents in connection therewith and collect the proceeds thereof, and (xv) sign such Borrower’s or Guarantor’s name on any verification of Receivables and notices thereof to account debtors or any secondary obligors or other obligors in respect thereof. The Company Each Borrower and Guarantor hereby releases the Lender Agent and each Lender Lenders and their respective officers, employees and designees from any liabilities arising from any act or acts under this power of attorney and in furtherance thereof, whether of omission or commission, except as a result of the LenderAgent’s or any of its officer’s, employee’s or designeeLender’s own gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction. The Lender’s authority hereunder shall include, without limitation, the authority to execute and give receipt for any certificate of ownership or any document, to transfer title to any item of Collateral and to take any other actions arising from or incident to the powers granted to the Lender under this Agreement. This power of attorney is coupled with an interest and is irrevocable until the Obligations are repaid in full.

Power of Attorney. In addition to all of the powers granted to the Lender hereunder, the Company Borrower hereby irrevocably designates and appoints the Lender Agent (and all persons designated by the LenderAgent) as the Company’s Borrower's true and lawful attorney-in-fact, and authorizes the Lender (and its designees)Agent, in the Company’s Borrower's, or the Lender’s Agent's name, to, : (a) at any time an Event of Default exists or has occurred and is continuing (i) demand payment on receivables Receivables or other Collateral, (ii) enforce payment of receivables Receivables by legal proceedings or otherwise, (iii) exercise all of the Company’s Borrower's rights and remedies to collect any receivable Receivable or other Collateral, (iv) sell or assign any receivable or other Collateral Receivable upon such terms, for such amount and at such time or times as the Lender Agent deems advisable, (v) settle, adjust, compromise, extend or renew any receivablean Account, (vi) discharge and release any receivableReceivable, (vii) prepare, file and sign the Company’s Borrower's name on any proof of claim in bankruptcy or other similar document against an account debtor or other obligor in respect of any receivables Receivables or other Collateral, (viii) notify the post office authorities to change the address for delivery of remittances from account debtors or other obligors in respect of receivables Receivables or other proceeds of Collateral to an address designated by the LenderAgent, and open and dispose of all mail addressed to the Company Borrower and handle and store all mail relating to the Collateral; (ix) make any payment or take any action necessary or desirable to protect or preserve any Collateral; and (xiii) do all acts and things which are necessary, in the Lender’s Agent's determination, to fulfill the Company’s Obligations Borrower's obligations under this Agreement and the other Loan DocumentsFinancing Agreements; and (b) at any time to (i) take control in any manner of any item of payment in respect of Receivables or constituting Collateral or otherwise received in or for deposit in the Concentration Account or otherwise received by Agent or any Lender, (ii) have access to any lockbox or postal box into which remittances from account debtors or other obligors in respect of Receivables or other proceeds of Collateral are sent or received, (iii) endorse Borrower's name upon any items of payment in respect of Receivables or constituting Collateral or otherwise received by Agent and any Lender and deposit the same in Agent's account for application to the Obligations, (iv) endorse Borrower's name upon any chattel paper, document, instrument, invoice, or similar document or agreement relating to any Receivable or any goods pertaining thereto or any other Collateral, including any warehouse or other receipts, or bills of lading and other negotiable or non-negotiable documents, (v) clear Inventory the purchase of which was financed with Letter of Credit Accommodations through U.S. Customs or foreign export control authorities in Borrower's name, Agent's name or the name of Agent's designee, and to sign and deliver to customs officials powers of attorney in Borrower's name or Agent's name for such purpose, and to complete in Borrower's name, Agent's name or the name of Agent's designee, any order, sale or transaction, obtain the necessary documents in connection therewith and collect the proceeds thereof, and (vi) sign such Borrower's name on any verification of Receivables and notices thereof to account debtors or any secondary obligors or other obligors in respect thereof. The Company Borrower hereby releases the Lender Agent and each Lender Lenders and their respective officers, employees and designees from any liabilities arising from any act or acts under this power of attorney and in furtherance thereof, whether of omission or commission, except as a result of the Lender’s Agent's or any of its officer’s, employee’s or designee’s Lender's own gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction. The Lender’s authority hereunder shall include, without limitation, the authority to execute and give receipt for any certificate of ownership or any document, to transfer title to any item of Collateral and to take any other actions arising from or incident to the powers granted to the Lender under this Agreement. This power of attorney is coupled with an interest and is irrevocable until the Obligations are repaid in full.

Power of Attorney. In addition to all of the powers granted to the Lender hereunderEach Bondholder hereby irrevocably makes, constitute, and appoints each Board Member, the Company hereby irrevocably designates Manager and appoints the Lender (and all persons designated by the Lender) Liquidating Trustee, if any, in such capacity as the Company’s Liquidating Trustee for so long as it acts as such, as its true and lawful attorney-in-agent and attorney in fact, with full power of substitution and authorizes full power and authority in its name, place and stead, to make, execute, sign, acknowledge, swear to, record and file: (a) this Agreement and any amendment to this Agreement that has been adopted as herein provided; (b) the Lender original certificate of formation of the Company and all amendments thereto required or permitted by law or the provisions of this Agreement; (c) all certificates and its designees)other instruments deemed advisable by the Board, the Manager or the Liquidating Trustee to carry out the provisions of this Agreement and applicable law or to permit the Company to become or to continue as a Limited Liability Company or a company wherein the Members have limited liability in each jurisdiction where the Company may be doing business; (d) all instruments that the Board, the Manager or the Liquidating Trustee deems appropriate to reflect a change or modification of this Agreement or the Company in accordance with this Agreement, including in connection with any Transfer of Bonds, the admission of additional Bondholders or substituted Bondholders or the issuance or redemption of Bonds, in each case pursuant to the provisions of this Agreement; (e) all conveyances and other instruments or papers deemed advisable by the Board, the Manager or the Liquidating Trustee to effect the dissolution and termination of the Company’s ; (f) all fictitious or the Lender’s name, to, at any time an Event of Default exists assumed name certificates required or has occurred and is continuing permitted (i) demand payment on receivables or other Collateral, (ii) enforce payment of receivables by legal proceedings or otherwise, (iii) exercise all in light of the Company’s rights and remedies activities) to collect any receivable or other Collateral, (iv) sell or assign any receivable or other Collateral upon such terms, for such amount and at such time or times as the Lender deems advisable, (v) settle, adjust, compromise, extend or renew any receivable, (vi) discharge and release any receivable, (vii) prepare, file and sign be filed on behalf of the Company’s name on any proof of claim in bankruptcy or other similar document against an account debtor or other obligor in respect of any receivables or other Collateral, (viii) notify the post office authorities to change the address for delivery of remittances from account debtors or other obligors in respect of receivables or other proceeds of Collateral to an address designated by the Lender, and open and dispose of all mail addressed to the Company and handle and store all mail relating to the Collateral; (ix) make any payment or take any action necessary or desirable to protect or preserve any Collateral; and (xg) do all acts and things which are necessary, in the Lender’s determination, other instruments or papers that may be required or permitted by law to fulfill the Company’s Obligations under this Agreement and the other Loan Documents. The Company hereby releases the Lender and each Lender and their respective officers, employees and designees from any liabilities arising from any act or acts under this power of attorney and in furtherance thereof, whether of omission or commission, except as a result be filed on behalf of the Lender’s or any Company that are not legally binding on the Bondholders in their individual capacity and are necessary to carry out the provisions of its officer’s, employee’s or designee’s own gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction. The Lender’s authority hereunder shall include, without limitation, the authority to execute and give receipt for any certificate of ownership or any document, to transfer title to any item of Collateral and to take any other actions arising from or incident to the powers granted to the Lender under this Agreement. This power of The Board or the Manager shall notify each Bondholder for which it has exercised a power-of-attorney is coupled with an interest and is irrevocable until the Obligations are repaid in fullas soon as practicable thereafter.

Power of Attorney. In addition to all By executing and delivering the Letter of Transmittal, a tendering BACs holder irrevocably appoints the Purchaser and the designees of the powers granted Purchaser and each of them as such BACs holder's proxies, in the manner set forth in the Letter of Transmittal, each with full power of substitution, to the Lender hereunderfull extent of such BACs holder's rights with respect to the BACs tendered by such BACs holder and accepted for payment by the Purchaser (and with respect to any and all other BACs or other securities issued or issuable in respect of such BACs on or after the date hereof). All such proxies shall be considered irrevocable and coupled with an interest in the tendered BACs. Such appointment will be effective when, and only to the extent that, the Company hereby irrevocably designates and appoints the Lender Purchaser accepts such BACs for payment. Upon such acceptance for payment, all prior proxies given by such BACs holder with respect to such BACs (and such other BACs and securities) will be revoked without further action, and no subsequent proxies may be given nor any subsequent written consents executed (and, if given or executed, will not be deemed effective). The Purchaser and its designees will, with respect to the BACs (and such other BACs and securities) for which such appointment is effective, be empowered to exercise all persons designated by voting and other rights of such BACs holder as it in its sole discretion may deem proper pursuant to the Lender) Partnership Agreement or otherwise. The Purchaser may assign such proxy and/or power of attorney to any person with or without assigning the related BACs with respect to which such proxy and/or power of attorney was granted. The Purchaser reserves the right to require that, in order for BACs to be deemed validly tendered, immediately upon the Purchaser's payment for such BACs, the Purchaser must be able to exercise full voting rights with respect to such BACs and other securities. In addition, pursuant to such appointment as the Company’s true and lawful attorneyattorneys-in-fact, and authorizes the Lender (Purchaser and its designees)designees each will have the power, in the Company’s or the Lender’s nameamong other things, to, at any time an Event of Default exists or has occurred and is continuing (i) demand payment to seek to transfer ownership of such BACs on receivables the books and records of the Partnership maintained by the Assignor Limited Partner (and execute and deliver any accompanying evidences of transfer and authenticity any of them may deem necessary or other Collateralappropriate in connection therewith, including, without limitation, any documents or instruments required to be executed under the Partnership Agreement or a "Transferor's (Seller's) Application for Transfer" created by the NASD, if required), (ii) enforce payment upon receipt by the BACs holder of receivables the Purchase Price, to be allocated all Tax Credits and tax losses and to receive any and all distributions made by legal proceedings or otherwisethe Partnership after the Expiration Date, and to receive all benefits and otherwise exercise all rights of beneficial ownership of such BACs in accordance with the terms of the Offer, (iii) exercise to execute and deliver to the Partnership, the General Partner and/or the Assignor Limited Partner (as the case may be) a change of address form instructing the Partnership to send any and all future distributions to which the Purchaser is entitled pursuant to the terms of the Offer in respect of tendered BACs to the address specified in such form, and (iv) to endorse any check payable to or upon the order of such BACs holder representing a distribution, if any, to which the Purchaser is entitled pursuant to the terms of the Offer, in each case on behalf of the tendering BACs holder. Assignment of Entire Interest in the Partnership. By executing and delivering the Letter of Transmittal, a tendering BACs holder irrevocably assigns to the Purchaser and its assigns all of the Company’s rights direct and remedies to collect any receivable or other Collateralindirect right, (iv) sell or assign any receivable or other Collateral upon title and interest of such terms, for such amount and at such time or times as BACs holder in the Lender deems advisable, (v) settle, adjust, compromise, extend or renew any receivable, (vi) discharge and release any receivable, (vii) prepare, file and sign the Company’s name on any proof of claim in bankruptcy or other similar document against an account debtor or other obligor in Partnership with respect of any receivables or other Collateral, (viii) notify the post office authorities to change the address for delivery of remittances from account debtors or other obligors in respect of receivables or other proceeds of Collateral to an address designated by the Lender, and open and dispose of all mail addressed to the Company BACs tendered and handle and store all mail relating purchased pursuant to the Collateral; (ix) make any payment or take any action necessary or desirable to protect or preserve any Collateral; and (x) do all acts and things which are necessaryOffer, in the Lender’s determination, to fulfill the Company’s Obligations under this Agreement and the other Loan Documents. The Company hereby releases the Lender and each Lender and their respective officers, employees and designees from any liabilities arising from any act or acts under this power of attorney and in furtherance thereof, whether of omission or commission, except as a result of the Lender’s or any of its officer’s, employee’s or designee’s own gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction. The Lender’s authority hereunder shall includeincluding, without limitation, such BACs holder's right, title and interest in and to any and all Tax Credits and tax losses and any and all distributions made by the authority to execute Partnership after the Expiration Date in respect of the BACs tendered by such BACs holder and give receipt accepted for payment by the Purchaser, regardless of the fact that the record date for any certificate such distribution may be a date prior to the Expiration Date. Upon the Purchaser's acceptance of, and payment for, tendered BACs, a tendering BACs holder will no longer be entitled to any benefits as a BACs holder, regardless of ownership whether such BACs holder retains a Beneficial Assignment Certificate. The Purchaser reserves the right to transfer or any documentassign, in whole or from time to time in part, to transfer title any third party, the right to any item of Collateral and to take any other actions arising from or incident purchase BACs tendered pursuant to the powers granted Offer, together with its rights under the Letter of Transmittal, but any such transfer or assignment will not relieve the assigning party of its obligations under the Offer or prejudice the rights of tendering BACs holders to receive payment for BACs validly tendered and accepted for payment pursuant to the Lender under this Agreement. This power of attorney is coupled with an interest and is irrevocable until the Obligations are repaid in fullOffer.

Power of Attorney. In addition to all of the powers granted to the Lender hereunder, the Company Each Borrower and Guarantor hereby irrevocably designates and appoints the Lender Collateral Agent (and all persons designated by the LenderCollateral Agent) as the Companysuch Borrower’s and Guarantor’s true and lawful attorney-in-fact, and authorizes the Lender (and its designees)Collateral Agent, in the Companysuch Borrower’s, Guarantor’s or the LenderCollateral Agent’s name, to, : (a) at any time an Event of Default exists or has occurred and is continuing and subject to the terms of the Intercreditor Agreement, (i) demand payment on receivables or other any Collateral, (ii) enforce payment of receivables any of the Collateral by legal proceedings or otherwise, (iii) exercise all of the Companysuch Borrower’s or Guarantor’s rights and remedies to collect any receivable or other Collateral, (iv) sell or assign any receivable or other Collateral upon such terms, for such amount and at such time or times as the Lender Collateral Agent deems advisable, (v) settle, adjust, compromise, extend or renew any receivableof the Collateral, (vi) discharge and release any receivableCollateral, (vii) prepare, file and sign the Companysuch Borrower’s or Guarantor’s name on any proof of claim in bankruptcy or other similar document against an account debtor or other obligor in respect of any receivables or other Collateral, (viii) notify the post office authorities to change the address for delivery of remittances from account debtors or other obligors in respect of receivables or other proceeds of Collateral to an address designated by the LenderCollateral Agent, and open and dispose of all mail addressed to the Company such Borrower or Guarantor and handle and store all mail relating to the Collateral; , (ix) make clear Inventory the purchase of which was financed with a Letter of Credit through U.S. Bureau of Customs and Border Protection or foreign export control authorities in such Borrower’s or Guarantor’s name, Collateral Agent’s name or the name of Collateral Agent’s designee, and to sign and deliver to customs officials powers of attorney in such Borrower’s or Guarantor’s name for such purpose, and to complete in such Borrower’s or Guarantor’s or Collateral Agent’s name, any payment order, sale or take any action transaction, obtain the necessary or desirable to protect or preserve any Collateral; documents in connection therewith and collect the proceeds thereof, and (x) do all acts and things which are necessary, in the LenderCollateral Agent’s reasonable determination, to fulfill the Companysuch Borrower’s Obligations or Guarantor’s obligations under this Agreement and the other Loan DocumentsFinancing Agreements and (b) at any time a Cash Dominion Event exists to (i) take control in any manner of any item of payment constituting Collateral or otherwise received in or for deposit in the Concentration Accounts and (ii) have access to any lockbox or postal box into which remittances from account debtors or other obligors in respect of Collateral are sent or received if a Cash Dominion Event exists, and (c) at any time to (i) take control of any item of payment constituting Collateral that is received by an Agent or any Lender, (ii) endorse such Borrower’s or Guarantor’s name upon any items of payment in respect of Collateral received by an Agent and any Lender and deposit the same in Collateral Agent’s account for application to the Obligations, (iii) endorse such Borrower’s or Guarantor’s name upon any chattel paper, document, instrument, invoice, or similar document or agreement relating to any Receivable or any goods pertaining thereto or any other Collateral, including any warehouse or other receipts, or bills of lading and other negotiable or non-negotiable documents, and (iv) sign such Borrower’s or Guarantor’s name on any verification of amounts owing constituting Collateral and notices thereof to account debtors or any secondary obligors or other obligors in respect thereof. The Company Each Borrower and Guarantor hereby releases the Lender Agents and each Lender Lenders and their respective officers, employees and designees from any liabilities arising from any act or acts under this power of attorney and in furtherance thereof, whether of omission or commission, except as a result of the Lenderan Agent’s or any of its officer’s, employee’s or designeeLender’s own gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction. The Lender’s authority hereunder shall include, without limitation, the authority to execute and give receipt for any certificate of ownership or any document, to transfer title to any item of Collateral and to take any other actions arising from or incident to the powers granted to the Lender under this Agreement. This power of attorney is coupled with an interest and is irrevocable until the Obligations are repaid in full.

Power of Attorney. In addition to all of the powers granted to the Lender hereunder, the Company Borrower hereby irrevocably designates and appoints the Lender Agent (and all persons designated by the LenderAgent) as the CompanyBorrower’s true and lawful attorney-in-fact, and authorizes the Lender (and its designees)Agent, in the Company’s Borrower’s, or the LenderAgent’s name, to, : (a) at any time an Event of Default exists Table of Contents or has occurred and is continuing (i) demand payment on receivables Receivables or other Collateral, (ii) enforce payment of receivables Receivables by legal proceedings or otherwise, (iii) exercise all of the CompanyBorrower’s rights and remedies to collect any receivable Receivable or other Collateral, (iv) sell or assign any receivable or other Collateral Receivable upon such terms, for such amount and at such time or times as the Lender Agent deems advisable, (v) settle, adjust, compromise, extend or renew any receivablean Account, (vi) discharge and release any receivableReceivable, (vii) prepare, file and sign the CompanyBorrower’s name on any proof of claim in bankruptcy or other similar document against an account debtor or other obligor in respect of any receivables Receivables or other Collateral, (viii) notify the post office authorities to change the address for delivery of remittances from account debtors or other obligors in respect of receivables Receivables or other proceeds of Collateral to an address designated by the LenderAgent, and open and dispose of all mail addressed to the Company Borrower and handle and store all mail relating to the Collateral; and (ix) make any payment or take any action necessary or desirable to protect or preserve any Collateral; and (x) do all acts and things which are necessary, in the LenderAgent’s determination, to fulfill the CompanyBorrower’s Obligations obligations under this Agreement and the other Loan DocumentsFinancing Agreements and (b) at any time to (i) take control in any manner of any item of payment in respect of Receivables or constituting Collateral or otherwise received in or for deposit in the Blocked Accounts or otherwise received by Agent or any Lender, (ii) have access to any lockbox or postal box into which remittances from account debtors or other obligors in respect of Receivables or other proceeds of Collateral are sent or received, (iii) endorse Borrower’s name upon any items of payment in respect of Receivables or constituting Collateral or otherwise received by Agent and any Lender and deposit the same in Agent’s account for application to the Obligations, (iv) endorse Borrower’s name upon any chattel paper, document, instrument, invoice, or similar document or agreement relating to any Receivable or any goods pertaining thereto or any other Collateral, including any warehouse or other receipts, or bills of lading and other negotiable or non-negotiable documents, (v) clear Inventory the purchase of which was financed with Letter of Credit Accommodations through U.S. Customs or foreign export control authorities in Borrower’s name, Agent’s name or the name of Agent’s designee, and to sign and deliver to customs officials powers of attorney in Borrower’s o name for such purpose, and to complete in Borrower’s or Agent’s name, any order, sale or transaction, obtain the necessary documents in connection therewith and collect the proceeds thereof, and (vi) sign such Borrower’s name on any verification of Receivables and notices thereof to account debtors or any secondary obligors or other obligors in respect thereof. The Company Borrower hereby releases the Lender Agent and each Lender Lenders and their respective officers, employees and designees from any liabilities arising from any act or acts under this power of attorney and in furtherance thereof, whether of omission or commission, except as a result of the LenderAgent’s or any of its officer’s, employee’s or designeeLender’s own gross negligence or willful wilful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction. The Lender’s authority hereunder shall include, without limitation, the authority to execute and give receipt for any certificate of ownership or any document, to transfer title to any item of Collateral and to take any other actions arising from or incident to the powers granted to the Lender under this Agreement. This power of attorney is coupled with an interest and is irrevocable until the Obligations are repaid in full.

Power of Attorney. In addition to all of the powers granted to the Lender hereunder, the Company Each Member hereby irrevocably designates constitutes and appoints the Lender (and all persons designated by the Lender) as the Company’s Manager, with full power of substitution, its true and lawful attorney-in-fact, and empowers and authorizes the Lender (and its designees)such attorney, in the Company’s or the Lender’s name, place and stead of such Member, to make, execute, sign, swear to, at any time an Event of Default exists acknowledge and file in all necessary or has occurred and is continuing (i) demand payment on receivables or other Collateral, (ii) enforce payment of receivables by legal proceedings or otherwise, (iii) exercise appropriate places all of the Company’s rights and remedies to collect any receivable or other Collateral, (iv) sell or assign any receivable or other Collateral upon such terms, for such amount and at such time or times as the Lender deems advisable, (v) settle, adjust, compromise, extend or renew any receivable, (vi) discharge and release any receivable, (vii) prepare, file and sign the Company’s name on any proof of claim in bankruptcy or other similar document against an account debtor or other obligor in respect of any receivables or other Collateral, (viii) notify the post office authorities to change the address for delivery of remittances from account debtors or other obligors in respect of receivables or other proceeds of Collateral to an address designated by the Lender, and open and dispose of all mail addressed documents relating to the Company and handle its activities, including, but not limited to: (i) this Agreement and store all mail any amendments thereto approved as provided herein; (ii) the Certificate and any amendments thereto, under the laws of the State of Delaware or in any other state or jurisdiction in which such filing is deemed advisable by the Manager; (iii) any applications, forms, certificates, reports or other documents which may be requested or required by any foreign, federal, state or local governmental agency, securities exchange, securities association, self-regulatory organization, or similar institution and which are deemed necessary or advisable by the Manager; (iv) any other instrument which may be required to be filed or recorded in any state or county or by any governmental agency (foreign or domestic), or which the Manager deems advisable to file or record, including without limitation, certificates of assumed name; (v) any documents which may be required to effect the continuation of the Company pursuant to the terms hereof, the admission of new Members, the admission of substitute Members, the withdrawal of a Manager or the dissolution and termination of the Company, provided such continuation, admission or dissolution and termination are in accordance with the terms of the Agreement; (vi) any elections contained in the Code or state law governing taxation of limited liability companies; and (vii) any other documents or items relating to the Collateral; (ix) make any payment performance of ministerial duties or take any action functions necessary or desirable to protect or preserve any Collateral; and (x) do all acts and things which are necessary, in for the Lender’s determination, to fulfill conduct of the business of the Company’s Obligations under this Agreement . Each Member hereby ratifies, confirms and the other Loan Documents. The Company hereby releases the Lender and each Lender and their respective officersadopts as its own, employees and designees from any liabilities arising from any act or acts under this power of attorney and in furtherance thereof, whether of omission or commission, except as a result of the Lender’s or any of its officer’s, employee’s or designee’s own gross negligence or willful misconduct as determined all actions that may be taken by such attorney-in-fact pursuant to a final non-appealable order of a court of competent jurisdiction. The Lender’s authority hereunder shall include, without limitation, the authority to execute and give receipt for any certificate of ownership or any document, to transfer title to any item of Collateral and to take any other actions arising from or incident to the powers granted to the Lender under this AgreementArticle 8.17. This power of attorney is coupled with an interest and interest, is irrevocable until and shall continue notwithstanding the Obligations are repaid subsequent incapacity or death of the Member. Each Member and/or his assignee, transferee or successor-in-interest shall execute and deliver to the Manager an executed and appropriately notarized power of attorney in fullsuch form consistent with the provisions of this Article 8.17 as the Manager may request.

Power of Attorney. In addition to all of the powers granted to the Lender hereunder, the Company Each Borrower and each Aftermarket Entity hereby irrevocably designates and appoints the Lender Agent (and all persons designated by the LenderAgent) as the Company’s such Borrower's and Aftermarket Entity's true and lawful attorney-in-fact, and authorizes the Lender (and its designees)Agent, in the Company’s such Borrower's, Aftermarket Entity's or the Lender’s Agent's name, to, : (a) at any time an Event of Default exists or has occurred and is continuing (i) demand payment on receivables Receivables or other Collateral, (ii) enforce payment of receivables Receivables by legal proceedings or otherwise, (iii) exercise all of the Company’s such Borrower's or such Aftermarket Entity's rights and remedies to collect any receivable Receivable or other Collateral, (iv) sell or assign any receivable or other Collateral Receivable upon such terms, for such amount and at such time or times as the Lender Agent deems advisable, (v) settle, adjust, compromise, extend or renew any receivablean Account, (vi) discharge and release any receivableReceivable, (vii) prepare, file and sign the Company’s such Borrower's or such Aftermarket Entity's name on any proof of claim in bankruptcy or other similar document against an account debtor or other obligor in respect of any receivables Receivables or other Collateral, (viii) notify the post office authorities to change the address for delivery of remittances from account debtors or other obligors in respect of receivables Receivables or other proceeds of Collateral to an address designated by the LenderAgent, and open and dispose of all mail addressed to the Company such Borrower or such Aftermarket Entity and handle and store all mail relating to the Collateral; and (ix) make any payment or take any action necessary or desirable to protect or preserve any Collateral; and (x) do all acts and things which are necessary, in the Lender’s Agent's determination, to fulfill the Company’s Obligations such Borrower's or such Aftermarket Entity's obligations under this Agreement and the other Loan DocumentsFinancing Agreements and (b) at any time to (i) take control in any manner of any item of payment in respect of Borrowers' Receivables or constituting Collateral of Borrowers or otherwise received in or for deposit in the Blocked Accounts or otherwise received by Agent or any Lender, (ii) have access to any lockbox or postal box into which remittances from account debtors or other obligors in respect of Borrowers' Receivables or other proceeds of Collateral of Borrowers are sent or received, (iii) endorse such Borrower's name upon any items of payment in respect of Borrowers' Receivables or constituting Collateral of Borrowers or otherwise received by Agent and any Lender and deposit the same in Agent's account for application to the Obligations, (iv) endorse such Borrower's name upon any chattel paper, document, instrument, invoice, or similar document or agreement relating to any of Borrowers' Receivable or any goods pertaining thereto or any other Collateral of Borrowers, including any warehouse or other receipts, or bills of lading and other negotiable or non-negotiable documents, (v) clear Inventory the purchase of which was financed with a Letter of Credit through U.S. Customs or foreign export control authorities in such Borrower's name, Agent's name or the name of Agent's designee, and to sign and deliver to customs officials powers of attorney in such Borrower's or name for such purpose, and to complete in such Borrower's or Agent's name, any order, sale or transaction, obtain the necessary documents in connection therewith and collect the proceeds thereof, and (vi) sign such Borrower's name on any verification of Borrowers' Receivables and notices thereof to account debtors or any secondary obligors or other obligors in respect thereof. The Company Each Borrower and each Aftermarket Entity hereby releases the Lender Agent and each Lender Lenders and their respective officers, employees and designees from any liabilities arising from any act or acts under this power of attorney and in furtherance thereof, whether of omission or commission, except as a result of the Lender’s Agent's or any of its officer’s, employee’s or designee’s Lender's own gross negligence or willful wilful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction. The Lender’s authority hereunder shall include, without limitation, the authority to execute and give receipt for any certificate of ownership or any document, to transfer title to any item of Collateral and to take any other actions arising from or incident to the powers granted to the Lender under this Agreement. This power of attorney is coupled with an interest and is irrevocable until the Obligations are repaid in full.

Power of Attorney. In addition to all of the powers granted to the Lender hereunder, the Company Debtor hereby irrevocably designates and appoints the Lender (and all persons designated by the Lender) Administrative Agent as the Company’s true and lawful Debtor's attorney-in-fact, and authorizes the Lender (and its designees), with full authority in the Company’s place and stead of Debtor and in the name of Debtor or otherwise to carry out the Lender’s nameacts described below. Subject to the terms of the Credit Agreement, to, at any time upon the occurrence and during the continuance of an Event of Default exists or has occurred Default, and is continuing the giving by Administrative Agent of written notice to the Debtor of an Event of Default, Debtor hereby authorizes Administrative Agent to, in its sole discretion (i) demand payment endorse Debtor's name on receivables all applications, documents, papers and instruments necessary or other desirable for Administrative Agent in the enforcement of its security interest in the Collateral, (ii) enforce payment take any other actions with respect to Collateral as Administrative Agent deems is in the best interest of receivables by legal proceedings or otherwiseitself and the Lenders, (iii) exercise all of grant or issue any exclusive or nonexclusive license under the Company’s rights Collateral to anyone on commercially reasonable terms, and remedies to collect any receivable or other Collateral, (iv) sell assign, pledge, convey or assign any receivable otherwise transfer title in or other Collateral upon such terms, for such amount and at such time or times as dispose of the Lender deems advisable, (v) settle, adjust, compromise, extend or renew any receivable, (vi) discharge and release any receivable, (vii) prepare, file and sign the Company’s name on any proof of claim in bankruptcy or other similar document against an account debtor or other obligor in respect of any receivables or other Collateral, (viii) notify the post office authorities to change the address for delivery of remittances from account debtors or other obligors in respect of receivables or other proceeds of Collateral to an address designated anyone on commercially reasonable terms consistent with the procedures in SECTION 7 hereof. Debtor hereby ratifies all that such attorney-in-fact shall lawfully do or cause to be done by the Lender, and open and dispose of all mail addressed to the Company and handle and store all mail relating to the Collateral; (ix) make any payment or take any action necessary or desirable to protect or preserve any Collateral; and (x) do all acts and things which are necessary, in the Lender’s determination, to fulfill the Company’s Obligations under this Agreement and the other Loan Documents. The Company hereby releases the Lender and each Lender and their respective officers, employees and designees from any liabilities arising from any act or acts under this power of attorney and in furtherance thereof, whether of omission or commission, except as a result of the Lender’s or any of its officer’s, employee’s or designee’s own gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction. The Lender’s authority hereunder shall include, without limitation, the authority to execute and give receipt for any certificate of ownership or any document, to transfer title to any item of Collateral and to take any other actions arising from or incident to the powers granted to the Lender under this Agreementvirtue hereof. This power of attorney is coupled with an interest and is shall be irrevocable until this Agreement shall have been terminated pursuant to SECTION 8 hereof. Debtor acknowledges and agrees that this Agreement is not intended to limit or restrict in any way the Obligations are repaid rights and remedies of Administrative Agent or Lenders under the Credit Agreement, but rather is intended to facilitate the exercise of such rights and remedies. Administrative Agent, for the benefit of Lenders shall have, in fulladdition to all other rights and remedies given it by the terms of this Agreement, all rights and remedies allowed by law and the rights and remedies of a secured party under the UCC.

Power of Attorney. In addition to all By executing and delivering the Letter of Transmittal, a tendering BACs holder irrevocably appoints the Purchaser and the designees of the powers granted Purchaser and each of them as such BACs holder's proxies, in the manner set forth in the Letter of Transmittal, each with full power of substitution, to the Lender hereunderfull extent of such BACs holder's rights with respect to the BACs tendered by such BACs holder and accepted for payment by the Purchaser (and with respect to any and all other BACs or other securities issued or issuable in respect of such BACs on or after the date hereof). All such proxies shall be considered irrevocable and coupled with an interest in the tendered BACs. Such appointment will be effective when, and only to the extent that, the Company hereby irrevocably designates and appoints the Lender Purchaser accepts such BACs for payment. Upon such acceptance for payment, all prior proxies given by such BACs holder with respect to such BACs (and such other BACs and securities) will be revoked without further action, and no subsequent proxies may be given nor any subsequent written consents executed (and, if given or executed, will not be deemed effective). The Purchaser and its designees will, with respect to the BACs (and such other BACs and securities) for which such appointment is effective, be empowered to exercise all persons designated by voting and other rights of such BACs holder as it in its sole discretion may deem proper pursuant to the Lender) Partnership Agreement or otherwise. The Purchaser may assign such proxy and/or power of attorney to any person with or without assigning the related BACs with respect to which such proxy and/or power of attorney was granted. The Purchaser reserves the right to require that, in order for BACs to be deemed validly tendered, immediately upon the Purchaser's payment for such BACs, the Purchaser must be able to exercise full voting rights with respect to such BACs and other securities. In addition, pursuant to such appointment as the Company’s true and lawful attorneyattorneys-in-fact, and authorizes the Lender (Purchaser and its designees)designees each will have the power, in the Company’s or the Lender’s nameamong other things, to, at any time an Event of Default exists or has occurred and is continuing (i) demand payment to seek to transfer ownership of such BACs on receivables the books and records of the Partnership maintained by the Assignor Limited Partner (and execute and deliver any accompanying evidences of transfer and authenticity any of them may deem necessary or other Collateralappropriate in connection therewith, including, without limitation, any documents or instruments required to be executed under the Partnership Agreement or a "Transferor's (Seller's) Application for Transfer" created by the NASD, if required), (ii) enforce payment upon receipt by the Purchaser (as the tendering BACs holder's agent) of receivables the Purchase Price, to be allocated all Tax Credits and tax losses and to receive any and all distributions made by legal proceedings or otherwisethe Partnership after the Expiration Date, and to receive all benefits and otherwise exercise all rights of beneficial ownership of such BACs in accordance with the terms of the Offer, (iii) exercise to execute and deliver to the Partnership, the General Partner and/or the Assignor Limited Partner (as the case may be) a change of address form instructing the Partnership to send any and all future distributions to which the Purchaser is entitled pursuant to the terms of the Offer in respect of tendered BACs to the address specified in such form, and (iv) to endorse any check payable to or upon the order of such BACs holder representing a distribution, if any, to which the Purchaser is entitled pursuant to the terms of the Offer, in each case on behalf of the tendering BACs holder. Assignment of Entire Interest in the Partnership. By executing and delivering the Letter of Transmittal, a tendering BACs holder irrevocably assigns to the Purchaser and its assigns all of the Company’s rights direct and remedies to collect any receivable or other Collateralindirect right, (iv) sell or assign any receivable or other Collateral upon title and interest of such terms, for such amount and at such time or times as BACs holder in the Lender deems advisable, (v) settle, adjust, compromise, extend or renew any receivable, (vi) discharge and release any receivable, (vii) prepare, file and sign the Company’s name on any proof of claim in bankruptcy or other similar document against an account debtor or other obligor in Partnership with respect of any receivables or other Collateral, (viii) notify the post office authorities to change the address for delivery of remittances from account debtors or other obligors in respect of receivables or other proceeds of Collateral to an address designated by the Lender, and open and dispose of all mail addressed to the Company BACs tendered and handle and store all mail relating purchased pursuant to the Collateral; (ix) make any payment or take any action necessary or desirable to protect or preserve any Collateral; and (x) do all acts and things which are necessaryOffer, in the Lender’s determination, to fulfill the Company’s Obligations under this Agreement and the other Loan Documents. The Company hereby releases the Lender and each Lender and their respective officers, employees and designees from any liabilities arising from any act or acts under this power of attorney and in furtherance thereof, whether of omission or commission, except as a result of the Lender’s or any of its officer’s, employee’s or designee’s own gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction. The Lender’s authority hereunder shall includeincluding, without limitation, such BACs holder's right, title and interest in and to any and all Tax Credits and tax losses and any and all distributions made by the authority to execute Partnership after the Expiration Date in respect of the BACs tendered by such BACs holder and give receipt accepted for payment by the Purchaser, regardless of the fact that the record date for any certificate such distribution may be a date prior to the Expiration Date. Upon the Purchaser's acceptance of, and payment for, tendered BACs, a tendering BACs holder will no longer be entitled to any benefits as a BACs holder, regardless of ownership whether such BACs holder retains a Beneficial Assignment Certificate. The Purchaser reserves the right to transfer or any documentassign, in whole or from time to time in part, to transfer title any third party, the right to any item of Collateral and to take any other actions arising from or incident purchase BACs tendered pursuant to the powers granted Offer, together with its rights under the Letter of Transmittal, but any such transfer or assignment will not relieve the assigning party of its obligations under the Offer or prejudice the rights of tendering BACs holders to receive payment for BACs validly tendered and accepted for payment pursuant to the Lender under this Agreement. This power of attorney is coupled with an interest and is irrevocable until the Obligations are repaid in fullOffer.

Power of Attorney. In addition Each Seller Party hereby authorizes Buyer to all of the powers granted file such financing statement or statements relating to the Lender hereunderRepurchase Assets without such Seller Party’s signature thereon as Buyer, the Company at its option, may deem appropriate. Each Seller Party hereby irrevocably designates appoints Buyer as such Seller Party’s agent and appoints the Lender (and all persons designated by the Lender) as the Company’s true and lawful attorney-in-factfact to execute any such financing statement or statements in such Seller Party’s name and to perform all other acts which Buyer deems appropriate to perfect and continue its ownership interest in and/or the security interest granted hereby, if applicable, and authorizes to protect, preserve and realize upon the Lender (and its designees)Repurchase Assets, in the Company’s or the Lender’s nameincluding, but not limited to, at any time an Event the right to endorse notes, complete blanks in documents, transfer servicing, and sign assignments on behalf of Default exists or has occurred such Seller Party as its agent and is continuing (i) demand payment on receivables or other Collateral, (ii) enforce payment of receivables by legal proceedings or otherwise, (iii) attorney-in-fact and exercise all of the Company’s rights and remedies to collect any receivable or other Collateral, (iv) sell or assign any receivable or other Collateral upon of such terms, for such amount and at such time or times as the Lender deems advisable, (v) settle, adjust, compromise, extend or renew any receivable, (vi) discharge and release any receivable, (vii) prepare, file and sign the Company’s name on any proof of claim in bankruptcy or other similar document against an account debtor or other obligor in respect of any receivables or other Collateral, (viii) notify the post office authorities to change the address for delivery of remittances from account debtors or other obligors in respect of receivables or other proceeds of Collateral to an address designated by the Lender, and open and dispose of all mail addressed to the Company and handle and store all mail relating to the Collateral; (ix) make any payment or take any action necessary or desirable to protect or preserve any Collateral; and (x) do all acts and things which are necessary, in the Lender’s determination, to fulfill the Company’s Obligations under this Agreement and the other Loan Documents. The Company hereby releases the Lender and each Lender and their respective officers, employees and designees from any liabilities arising from any act or acts under this power of attorney and in furtherance thereof, whether of omission or commission, except as a result of the Lender’s or any of its officer’s, employee’s or designee’s own gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction. The Lender’s authority hereunder shall include, without limitation, the authority to execute and give receipt for any certificate of ownership or any document, to transfer title to any item of Collateral Seller Party thereunder and to take any other actions arising from or incident to the powers granted to the Lender under this Agreementact as attorney-in-fact for Underlying Repurchase Counterparty. This agency and power of attorney is coupled with an interest and is irrevocable until without Buyer’s consent. Notwithstanding the Obligations are repaid foregoing, the power of attorney hereby granted may be exercised only during the occurrence and continuance of any Default hereunder. Sellers shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 28. In addition the foregoing, each Seller agrees to execute a Power of Attorney, the form of Exhibit D hereto, to be delivered on the date hereof. Sellers shall cause PennyMac Loan Services, LLC and REO Subsidiary to execute a Power of Attorney in fullthe form of Exhibit E-1 and Exhibit E-2, respectively, hereto.

Power of Attorney. In addition As of and from the Closing Date, Seller on behalf of itself and its Affiliates hereby irrevocably constitutes and appoints Purchaser, to all the extent permitted by applicable Law and the terms of the powers granted to the Lender hereunderNonassignable Assets, the Company hereby irrevocably designates and appoints the Lender (and all persons designated by the Lender) with full power of substitution, as the CompanySeller’s true and lawful attorney-in-fact, fact with full irrevocable power and authorizes the Lender (and its designees), authority in the Company’s place and stead of Seller and in the name of Seller or the Lender’s in its own name, tofrom time to time in Purchaser’s discretion, at any time an Event of Default exists or has occurred and is continuing (i) demand payment on receivables or other Collateral, (ii) enforce payment of receivables by legal proceedings or otherwise, (iii) exercise all of the Company’s rights and remedies to collect any receivable or other Collateral, (iv) sell or assign any receivable or other Collateral upon such terms, for such amount and at such time or times as the Lender deems advisable, (v) settle, adjust, compromise, extend or renew any receivable, (vi) discharge and release any receivable, (vii) prepare, file and sign the Company’s name on any proof of claim in bankruptcy or other similar document against an account debtor or other obligor in respect of any receivables or other Collateral, (viii) notify the post office authorities to change the address for delivery of remittances from account debtors or other obligors in respect of receivables or other proceeds of Collateral to an address designated by the Lender, and open and dispose of all mail addressed to the Company and handle and store all mail relating to the Collateral; (ix) make any payment or take any and all appropriate action and to execute and deliver any and all documents and instruments which may be necessary or desirable to protect accomplish the purposes of this Agreement and the Xxxx of Sale and, without limiting the generality of the foregoing, to the extent that Seller has the right under applicable Law and any applicable Contract, Seller hereby grants to Purchaser the power and right, on behalf of Seller, to the extent Seller has the legal power or preserve right to do such act for its own benefit without notice to or assent by Seller, and at any Collateraltime, to do the following: (a) pay or discharge any taxes, liens, security interests, or other encumbrances or other Adverse Claims levied or placed on or threatened against the Purchased Receivables (other than Adverse Claims arising through Purchaser); (b) communicate in its own name with any party to any Contract with regard to the assignment of the right, title and interest of Seller in and under the Purchased Receivables and other matters relating thereto; (c) execute, in connection with the transfer of title, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Purchased Receivables, (d) to perform all the obligations and receive all the benefits of Seller under the Nonassignable Assets, and (xe) do all acts and things which are necessarydefend, exercise or enforce any of Seller’s rights under the Product Agreements in the Lenderany manner reasonably necessary or advisable to protect Purchaser’s determination, to fulfill the Company’s Obligations rights under this Agreement and the other Loan Documentsappoint Purchaser their attorneys-in-fact to act in their name on their behalf. The Company hereby releases the Lender and each Lender and their respective officers, employees and designees from any liabilities arising from any act or acts under this power of attorney and in furtherance thereof, whether of omission or commission, except as a result of the Lender’s or any of its officer’s, employee’s or designee’s own gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction. The Lender’s authority hereunder shall include, without limitation, the authority to execute and give receipt for any certificate of ownership or any document, to transfer title to any item of Collateral and to take any other actions arising from or incident to the powers granted to the Lender under this Agreement. This power of attorney hereby is coupled with an interest interest, and is irrevocable until may not be revoked or canceled by Seller without Purchaser’s written consent. If reasonably requested by Purchaser, Seller shall execute a stand-alone power of attorney consistent with the Obligations are repaid in fullterms of this Section 2.6 to enable Purchaser to present such power of attorney to other parties without disclosing this Agreement.

Power of Attorney. In addition to all of the powers granted to the Lender hereunder, the Company Each Borrower and Guarantor hereby irrevocably designates and appoints the Lender Agent (and all persons designated by the LenderAgent) as the Companysuch Borrower’s and Guarantor’s true and lawful attorney-in-fact, and authorizes the Lender (and its designees)Agent, in the Companysuch Borrower’s, Guarantor’s or the LenderAgent’s name, to, : (a) at any time an Event of Default exists or has occurred and is continuing (i) demand payment on receivables Receivables or other Collateral, (ii) enforce payment of receivables Receivables by legal proceedings or otherwise, (iii) exercise all of the Companysuch Borrower’s or Guarantor’s rights and remedies to collect any receivable Receivable or other Collateral, (iv) sell or assign any receivable or other Collateral Receivable upon such terms, for such amount and at such time or times as the Lender Agent deems advisable, (v) settle, adjust, compromise, extend or renew any receivablean Account, (vi) discharge and release any receivableReceivable, (vii) prepare, file and sign the Companysuch Borrower’s or Guarantor’s name on any proof of claim in bankruptcy or other similar document against an account debtor or other obligor in respect of any receivables Receivables or other Collateral, (viii) notify the post office authorities to change the address for delivery of remittances from account debtors or other obligors in respect of receivables Receivables or other proceeds of Collateral to an address designated by the LenderAgent, and open and dispose of all mail addressed to the Company such Borrower or Guarantor and handle and store all mail relating to the Collateral; and (ix) make any payment or take any action necessary or desirable to protect or preserve any Collateral; and (x) do all acts and things which are necessary, in the LenderAgent’s good faith determination, to fulfill the Companysuch Borrower’s Obligations or Guarantor’s obligations under this Agreement and the other Loan DocumentsFinancing Agreements and (b) at any time after a Cash Dominion Event has occurred and is continuing to (i) take control in any manner of any item of payment in respect of Receivables or constituting Collateral or otherwise received in or for deposit in the Blocked Accounts or otherwise received by Agent or any Lender as Collateral, (ii) have access to any lockbox or postal box into which remittances from account debtors or other obligors in respect of Receivables or other proceeds of Collateral are sent or received of a Cash Dominion Event exists or has occurred and is continuing, (iii) take control of any item of payment constituting Collateral that is received by Agent or any Lender in accordance with the terms hereof, (iv) endorse such Borrower’s or Guarantor’s name upon any items of payment in respect of Receivables or constituting Collateral or otherwise received by Agent and any Lender and deposit the same in Agent’s account for application to the Obligations, (v) endorse such Borrower’s or Guarantor’s name upon any chattel paper, document, instrument, invoice, or similar document or agreement relating to any Receivable or any goods pertaining thereto or any other Collateral, including any warehouse or other receipts, or bills of lading and other negotiable or non-negotiable documents, (vi) clear Inventory the purchase of which was financed with a Letter of Credit through U.S. Customs or foreign export control authorities in such Borrower’s or Guarantor’s name, Agent’s name or the name of Agent’s designee, and to sign and deliver to customs officials powers of attorney in such Borrower’s or Guarantor’s name for such purpose, and to complete in such Borrower’s or Guarantor’s or Agent’s name, any order, sale or transaction, obtain the necessary documents in connection therewith and collect the proceeds thereof, and (vii) sign such Borrower’s or Guarantor’s name on any verification of Receivables and notices thereof to account debtors or any secondary obligors or other obligors in respect thereof. The Company Each Borrower and Guarantor hereby releases the Lender Agent and each Lender Lenders and their respective officers, employees and designees from any liabilities arising from any act or acts under this power of attorney and in furtherance thereof, whether of omission or commission, except as a result of the LenderAgent’s or any of its officer’s, employee’s or designeeLender’s own gross negligence or willful wilful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction. The Lender’s authority hereunder shall include, without limitation, the authority to execute and give receipt for any certificate of ownership or any document, to transfer title to any item of Collateral and to take any other actions arising from or incident to the powers granted to the Lender under this Agreement. This power of attorney is coupled with an interest and is irrevocable until the Obligations are repaid in full.

Power of Attorney. In addition to all of the powers granted to the Lender hereunder, the Company Borrower does hereby irrevocably designates constitute and appoints the appoint Lender (and all persons designated by the Lender) as the Company’s Borrower's true and lawful agent and attorney-in-fact, with full power of substitution, for Borrower and authorizes the Lender in Borrower's name, place and stead, or otherwise, to (and its designees), a) endorse any checks or drafts payable to Borrower in the Company’s name of Borrower and in favor of Lender as provided in Section 10.11 above; (b) to demand and receive from time to time any and all property, rights, titles, interests and liens hereby sold, assigned and transferred, or the Lender’s nameintended so to be, to, at any time and to give receipts for same; (c) upon an Event of Default exists or has occurred Default, to collect all rent, revenues and is continuing income, pursuant to the terms of the Textron Mortgages, subject however to the provisions of the Intercreditor Agreement; (id) demand payment on receivables or other Collateralfrom time to time, (ii) enforce payment of receivables by legal to institute and prosecute, in Lender's own name, any and all proceedings at law, in equity, or otherwise, (iii) exercise that Lender may deem proper in order to collect, assert or enforce any claim, right or title, of any kind, in and to the property, rights, titles, interests and liens hereby sold, assigned or transferred, or intended so to be, and to defend and compromise any and all actions, suits or proceedings with respect to any of the Company’s rights said property, rights, titles, interests and remedies liens; (e) with respect to collect any receivable or other CollateralPledged Notes Receivable, (iv) sell or assign any receivable or other Collateral upon such termsan Event of Default, for such amount and at such time or times as the Lender deems advisable, (v) settle, adjust, compromise, extend or renew any receivable, (vi) discharge and release any receivable, (vii) prepare, file and sign the Company’s name on any proof of claim in bankruptcy or other similar document against an account debtor or other obligor in respect of any receivables or other Collateral, (viii) notify the post office authorities to change the address for delivery of remittances from account debtors or other obligors in respect of receivables or other proceeds of Collateral to an address designated by the Lender, and open and dispose of all mail addressed to the Company and handle and store all mail relating to the Collateral; (ix) make any payment or take any action necessary or desirable to protect or preserve any CollateralBorrower's post office mailing address; and (xf) generally to do all and any such acts and things which are necessary, in relation to the Lender’s determination, to fulfill Collateral as Lender shall in good xxxxx xxxx advisable. Borrower hereby declares that the Company’s Obligations under this Agreement appointment made and the other Loan Documents. The Company hereby releases the Lender and each Lender and their respective officers, employees and designees from any liabilities arising from any act or acts under this power of attorney and in furtherance thereof, whether of omission or commission, except as a result of the Lender’s or any of its officer’s, employee’s or designee’s own gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction. The Lender’s authority hereunder shall include, without limitation, the authority to execute and give receipt for any certificate of ownership or any document, to transfer title to any item of Collateral and to take any other actions arising from or incident to the powers granted pursuant to the Lender under this Agreement. This power of attorney is Section 10.12 are coupled with an interest and are and shall be irrevocable by Borrower in any manner, or for any reason, unless and until a release of the same is executed by Lender and, to the extent permissible under Mexican law, duly recorded in the appropriate public records of the location of each of the Resorts. For purposes of effectuating Borrower's grant of an irrevocable until power of attorney to Lender, contemporaneous herewith Borrower has executed that certain power of attorney in favor of Lender which has been or which shall be recorded in the Obligations are repaid in fullPublic Registry of Commerce ("Power of Attorney").

Power of Attorney. In addition to all of the powers granted to the Lender hereunder, the Company Borrower hereby irrevocably designates and appoints the Lender Agent (and all persons designated by the LenderAgent) as the Company’s Borrower's true and lawful attorney-in-fact, and authorizes the Lender (and its designees)Agent, in the Company’s Borrower's or the Lender’s Agent's name, to, : (a) at any time an Event of Default exists or has occurred and is continuing (i) demand payment on receivables Accounts or other proceeds of Inventory or other Collateral, (ii) enforce payment of receivables Accounts by legal proceedings or otherwise, (iii) exercise all of the Company’s Borrower's rights and remedies to collect any receivable Account or other Collateral, (iv) sell or assign any receivable or other Collateral Account upon such terms, for such amount and at such time or times as the Lender Agent deems advisable, (v) settle, adjust, compromise, extend or renew any receivablean Account, (vi) discharge and release any receivableAccount, (vii) prepare, file and sign the Company’s Borrower's name on any proof of claim in bankruptcy or other similar document against an account debtor or other obligor in respect of any receivables or other Collateraldebtor, (viii) notify the post office authorities to change the address for delivery of remittances from account debtors or other obligors in respect of receivables or other proceeds of Collateral Borrower's mail to an address designated by the LenderAgent (after two (2) days prior written notice to Borrower), and open and dispose of all mail addressed to the Company Borrower, and handle and store all mail relating to the Collateral; (ix) make any payment or take any action necessary or desirable to protect or preserve any Collateral; and (x) do all acts and things which are necessary, in the Lender’s Agent's determination, to fulfill the Company’s Obligations Borrower's obligations under this Agreement and the other Loan DocumentsFinancing Agreements and (b) at any time for the purpose of exercising its rights hereunder, under the other Financing Agreements and under applicable law, as determined in good faith by Agent (including, without limitation, the handling and monitoring of the Collateral and proceeds of the Collateral, exercising its remedies hereunder, under the other Financing Agreements and applicable law, and protecting its rights in the Collateral): (i) take control in any manner of any item of payment or proceeds thereof, (ii) have access to any lockbox or postal box into which Borrower's mail is deposited, (iii) endorse Borrower's name upon any items of payment or proceeds thereof with respect to the Collateral and deposit the same in the Agent's account for application to the Obligations, (iv) endorse Borrower's name upon any chattel paper, document, instrument, invoice, or similar document or agreement relating to any Account or any goods pertaining thereto or any other Collateral, (v) sign Borrower's name on any verification of Accounts and notices thereof to account debtors and (vi) execute in Borrower's name and file any UCC financing statements or amendments thereto. The Company Borrower hereby releases the Lender Agent and each Lender and their respective officers, employees and designees from any liabilities arising from any act or acts under this power of attorney and in furtherance thereof, whether of omission or commission, except as a result of the Lender’s Agent's or any of its officer’s, employee’s or designee’s Lender's own gross negligence or willful wilful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction. The Lender’s authority hereunder shall include, without limitation, the authority to execute and give receipt for any certificate of ownership or any document, to transfer title to any item of Collateral and to take any other actions arising from or incident to the powers granted to the Lender under this Agreement. This power of attorney is coupled with an interest and is irrevocable until the Obligations are repaid in full.

Power of Attorney. In addition to all of the powers granted to the The Governmental Lender hereunder, the Company hereby irrevocably designates makes, constitutes and appoints the Lender Bank (and all persons any of the Bank’s officers, employees or agents, as appropriate and as designated by the LenderBank) as the CompanyGovernmental Lender’s true and lawful attorney-in-factfact with full power of substitution, subject to the Reserved Rights, to (a) sign in the name of the Governmental Lender any assignments, notices of default, notices of election to sell, assignments and substitutions of trustee or similar documents necessary or appropriate to enforce the remedies of the Governmental Lender under the Borrower Loan Agreement, the Borrower Notes, the Deed of Trust or any of the other Borrower Loan Documents, including complaints, motions and any other pleadings necessary to secure the appointment of a receiver under the Deed of Trust, (b) to appear in any bankruptcy, insolvency, reorganization, condemnation or other action or proceeding, and authorizes (c) to prepare applications for, negotiate and settle claims, and collect any distribution, award or other amount becoming payable through or as the Lender (and its designees), in the Company’s or the Lender’s name, to, at any time an Event result of Default exists or has occurred and is continuing (i) demand payment on receivables or other Collateralany such proceedings, (ii) enforce payment of receivables by legal proceedings any insured or otherwiseuninsured casualty loss, or (iii) exercise all any condemnation, taking or conveyance in lieu of condemnation of any of the Company’s rights and remedies to collect any receivable assets that are the subject of the Borrower Loan Agreement, the Borrower Notes, the Deed of Trust or other Collateral, (iv) sell or assign any receivable or other Collateral upon such terms, for such amount and at such time or times as the Lender deems advisable, (v) settle, adjust, compromise, extend or renew any receivable, (vi) discharge and release any receivable, (vii) prepare, file and sign the Company’s name on any proof of claim in bankruptcy or other similar document against an account debtor or other obligor in respect of any receivables or other Collateral, (viii) notify the post office authorities to change the address for delivery of remittances from account debtors or other obligors in respect of receivables or other proceeds of Collateral to an address designated by the Lender, and open and dispose of all mail addressed to the Company and handle and store all mail relating to the Collateral; (ix) make any payment or take any action necessary or desirable to protect or preserve any Collateral; and (x) do all acts and things which are necessary, in the Lender’s determination, to fulfill the Company’s Obligations under this Agreement and the other Borrower Loan Documents. The Company hereby releases the Lender and each Lender and their respective officers, employees and designees from any liabilities arising from any act or acts under this power of attorney and in furtherance thereof, whether of omission or commission, except as a result of granted by the Lender’s or any of its officer’s, employee’s or designee’s own gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction. The Lender’s authority hereunder shall include, without limitation, the authority to execute and give receipt for any certificate of ownership or any document, to transfer title to any item of Collateral and to take any other actions arising from or incident Governmental Lender to the powers granted to the Lender under this Agreement. This power of attorney is Bank hereunder, being coupled with an the Bank’s interest and in the Funding Loan, is irrevocable until all of the Obligations are repaid obligations of Governmental Lender under the Funding Loan Note have been satisfied and discharged in full.

Power of Attorney. In addition to all of the powers granted to the Lender hereunder, the Company Each Loan Party hereby irrevocably designates makes, constitutes, and appoints the Lender (and all persons any of Lender’s officers, employees, or agents designated by the Lender) as the Companysuch Loan Party’s true and lawful attorney-in-fact, and authorizes during the Lender (and its designees), in the Company’s or the Lender’s name, to, at any time existence of an Event of Default exists or has occurred and is continuing Default, with power to (ia) demand payment sign the name of such Loan Party on receivables or other Collateralany Additional Documents, (iib) enforce payment of receivables by legal proceedings or otherwise, (iii) exercise all of the Company’s rights and remedies to collect any receivable or other Collateral, (iv) sell or assign any receivable or other Collateral upon sign such terms, for such amount and at such time or times as the Lender deems advisable, (v) settle, adjust, compromise, extend or renew any receivable, (vi) discharge and release any receivable, (vii) prepare, file and sign the CompanyLoan Party’s name on any proof invoice or bill of claim in bankruptcy or other similar document against an account debtor or other obligor in respect of any receivables or other Collateral, (viii) notify the post office authorities to change the address for delivery of remittances from account debtors or other obligors in respect of receivables or other proceeds of Collateral to an address designated by the Lender, and open and dispose of all mail addressed to the Company and handle and store all mail lading relating to the Collateral; , drafts against Account Debtors, or notices to Account Debtors, (ixc) send requests for verification of Accounts, (d) endorse such Loan Party’s name on any collection item that may come into Xxxxxx’s possession, (e) make, settle, and adjust all claims under such Loan Party’s policies of insurance and make any payment or take any action necessary or desirable all determinations and decisions with respect to protect or preserve any Collateral; such policies of insurance, and (xf) do pay, contest or settle any Lien or other encumbrance or adverse claim in or to the Collateral or any judgment based thereon. The appointment of Xxxxxx as each such Loan Party’s attorney, and each and every one of its rights and powers, being coupled with an interest, is irrevocable until all acts of the Secured Obligations have been fully and things which are necessaryfinally repaid and performed and any obligation of Lender to extend credit hereunder is terminated. Each Loan Party hereby releases Lender (and any of Lender’s officers, employees, or agents designated by Lender) from the restrictions (to the extent that such restrictions would otherwise apply) on self-dealing and multi-representation pursuant to section 181 of the German Civil Code (Bürgerliches Gesetzbuch) and similar restrictions (if any) applicable to it pursuant to any other applicable laws, in each case to the Lender’s determinationextent legally possible to such Loan Party. For the avoidance of doubt, if and to fulfill the Company’s Obligations under this Agreement and the other Loan Documents. The Company hereby releases the Lender and each Lender and their respective officers, employees and designees from any liabilities arising from any act or acts under this extent that Xxxxxx is authorised to sub-delegate (by power of attorney and in furtherance thereof, whether of omission or commission, except as a result of otherwise) any powers granted to it under the Lender’s Financing Documents (or any of them), this shall extend to include such release. Each Loan Party which is barred by its officer’sconstitutional documents, employee’s by-laws or designee’s own gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction. The Lender’s authority hereunder shall include, without limitation, the authority to execute and give receipt for any certificate of ownership or any document, to transfer title to any item of Collateral and to take any other actions arising otherwise from or incident to the powers granted to the Lender under this Agreement. This power of attorney is coupled with an interest and is irrevocable until the Obligations are repaid in fullvalidly granting such release will inform Xxxxxx accordingly.

Power of Attorney. In addition This Power of Attorney is executed and delivered by [Seller or Servicer] (“XYZ”), as the [Seller/Servicer] under the Purchase Agreement (each as defined below), to all General Electric Capital Corporation, as Administrative Agent under the Purchase Agreement (hereinafter referred to as “Attorney”), pursuant to that certain Amended and Restated Receivables Purchase and Servicing Agreement dated as of August 30, 2002 (the powers granted “Purchase Agreement”), by and among XYZ, the other parties thereto and Attorney and the other Related Documents. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement. No person to whom this Power of Attorney is presented, as authority for Attorney to take any action or actions contemplated hereby, shall inquire into or seek confirmation from XYZ as to the Lender hereunderauthority of Attorney to take any action described below, or as to the Company existence of or fulfillment of any condition to this Power of Attorney, which is intended to grant to Attorney unconditionally the authority to take and perform the actions contemplated herein, and XYZ irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity that acts in reliance upon or acknowledges the authority granted under this Power of Attorney. The power of attorney granted hereby is coupled with an interest and may not be revoked or canceled by XYZ until all Seller Secured Obligations under the Related Documents have been indefeasibly paid in full and Attorney has provided its written consent thereto. XYZ hereby irrevocably designates constitutes and appoints the Lender Attorney (and all persons officers, employees or agents designated by the Lender) Attorney), with full power of substitution, as the Company’s its true and lawful attorney-in-factfact with full irrevocable power and authority in its place and stead and in its name or in Attorney’s own name, from time to time in Attorney’s discretion, to take any and all appropriate action and to execute and deliver any and all documents and instruments that may be necessary or desirable to accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, hereby grants to Attorney the power and right, on its behalf, without notice to or assent by it, upon the occurrence and during the continuance of any Termination Event, to do the following: (a) open mail for it, and authorizes ask, demand, collect, give acquaintances and receipts for, take possession of, or endorse and receive payment of, any checks, drafts, notes, acceptances, or other instruments for the Lender payment of moneys due, and sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, and notices in connection with any of its property; (b) effect any repairs to any of its assets, or continue or obtain any insurance and pay all or any part of the premiums therefor and costs thereof, and make, settle and adjust all claims under such policies of insurance, and make all determinations and decisions with respect to such policies; (c) pay or discharge any taxes, Liens, or other encumbrances levied or placed on or threatened against it or its property; (d) defend any suit, action or proceeding brought against it if it does not defend such suit, action or proceeding or if Attorney believes that it is not pursuing such defense in a manner that will maximize the recovery to Attorney, and settle, compromise or adjust any suit, action, or proceeding described above and, in connection therewith, give such discharges or releases as Attorney may deem appropriate; (e) file or prosecute any claim, Litigation, suit or proceeding in any court of competent jurisdiction or before any arbitrator, or take any other action otherwise deemed appropriate by Attorney for the purpose of collecting any and all such moneys due to it whenever payable and to enforce any other right in respect of its property; (f) sell, transfer, pledge, make any agreement with respect to, or otherwise deal with, any of its property, and execute, in connection with such sale or action, any endorsements, assignments or other instruments of conveyance or transfer in connection therewith; and (g) cause the certified public accountants then engaged by it to prepare and deliver to Attorney at any time and from time to time, promptly upon Attorney’s request, any reports required pursuant to the terms of the Purchase Agreement, all as though Attorney were the absolute owner of its property for all purposes, and to do, at Attorney’s option and its designees), in the Company’s or the Lender’s name, toexpense, at any time an Event of Default exists or has occurred and is continuing (i) demand payment on receivables or other Collateralfrom time to time, (ii) enforce payment of receivables by legal proceedings or otherwise, (iii) exercise all of the Company’s rights and remedies to collect any receivable or other Collateral, (iv) sell or assign any receivable or other Collateral upon such terms, for such amount and at such time or times as the Lender deems advisable, (v) settle, adjust, compromise, extend or renew any receivable, (vi) discharge and release any receivable, (vii) prepare, file and sign the Company’s name on any proof of claim in bankruptcy or other similar document against an account debtor or other obligor in respect of any receivables or other Collateral, (viii) notify the post office authorities to change the address for delivery of remittances from account debtors or other obligors in respect of receivables or other proceeds of Collateral to an address designated by the Lender, and open and dispose of all mail addressed to the Company and handle and store all mail relating to the Collateral; (ix) make any payment or take any action necessary or desirable to protect or preserve any Collateral; and (x) do all acts and other things which are necessarythat Attorney reasonably deems necessary to perfect, in preserve, or realize upon its property or assets and the LenderPurchaser’s determinationLiens thereon, all as fully and effectively as it might do. XYZ hereby ratifies, to fulfill the Company’s Obligations under this Agreement and the other Loan Documents. The Company hereby releases the Lender and each Lender and their respective officersextent permitted by law, employees and designees from any liabilities arising from any act all that said attorneys shall lawfully do or acts under this power of attorney and in furtherance thereof, whether of omission or commission, except as a result of the Lender’s or any of its officer’s, employee’s or designee’s own gross negligence or willful misconduct as determined pursuant cause to a final non-appealable order of a court of competent jurisdiction. The Lender’s authority hereunder shall include, without limitation, the authority to execute and give receipt for any certificate of ownership or any document, to transfer title to any item of Collateral and to take any other actions arising from or incident to the powers granted to the Lender under this Agreement. This power of attorney is coupled with an interest and is irrevocable until the Obligations are repaid in fullbe done by virtue hereof.

Power of Attorney. In addition to all of the powers granted to the Lender hereunder, the Company Each Obligor hereby irrevocably designates and appoints the Lender Agent (and all persons designated by the LenderAgent) as the Company’s such Obligor's true and lawful attorney-in-attorney in fact, and authorizes the Lender (and its designees)Agent, in the Company’s such Obligor's or the Lender’s Agent's name, to, : (a) at any time an Event of Default exists or has occurred and is continuing (i) demand payment on receivables Receivables constituting Collateral or other Collateral, (ii) enforce payment of receivables Receivables constituting Collateral by legal proceedings or otherwise, (iii) exercise all of the Company’s such Obligor's rights and remedies to collect any receivable Receivable constituting Collateral or other Collateral, (iv) sell or assign any receivable or other Receivable constituting Collateral upon such terms, for such amount and at such time or times as the Lender Agent deems advisable, (v) settle, adjust, compromise, extend or renew any receivablean Account constituting Collateral, (vi) discharge and release any receivableReceivable constituting Collateral, (vii) prepare, file and sign the Company’s such Obligor's name on any proof of claim in bankruptcy or other similar document against an account debtor or other obligor in respect of any receivables Receivable constituting Collateral or other Collateral, (viii) notify the post office authorities to change the address for delivery of remittances from account debtors or other obligors in respect of receivables Receivables constituting Collateral or other proceeds of Collateral to an address designated by the LenderAgent, and open and dispose of all mail addressed to the Company such Obligor and handle and store all mail relating to the Collateral; (ix) make clear Inventory the purchase of which was financed with Letters of Credit through U.S. Customs or foreign export control authorities in such Obligor's name, Agent's name or the name of Agent's designee, and to sign and deliver to customs officials powers of attorney in Obligor's name for such purpose, and to complete in such Obligor's or Agent's name, any payment order, sale or take any action transaction, obtain the necessary or desirable to protect or preserve any Collateral; documents in connection therewith and collect the proceeds thereof, and (x) do all acts and things which are necessary, in the Lender’s Agent's determination, to fulfill the Company’s Obligations such Obligor's obligations under this Agreement and the other Loan DocumentsFinancing Agreements and (b) at any time to (i) take control in any manner of any item of payment in respect of Receivables constituting Collateral or otherwise received in or for deposit in the Blocked Accounts or otherwise received by Agent or any Lender, (ii) have access to any lockbox or postal box into which remittances from account debtors or other obligors in respect of Receivables constituting Collateral or other proceeds of Collateral are sent or received, (iii) endorse Obligor's name upon any items of payment in respect of Receivables or constituting Collateral or otherwise received by Agent and any Lender and deposit the same in Agent's account for application to the Obligations, (iv) endorse Obligor's name upon any chattel paper, document, instrument, invoice, or similar document or agreement relating to any Receivable constituting Collateral or any goods pertaining thereto or any other Collateral, including any warehouse or other receipts, or bills of lading and other negotiable or non-negotiable documents, and (v) sign such Obligor's name on any verification of Receivables constituting Collateral and notices thereof to account debtors or any secondary obligors or other obligors in respect thereof. The Company Each Obligor hereby releases the Lender Agent and each Lender Lenders and their respective officers, employees and designees from any liabilities arising from any act or acts under this power of attorney and in furtherance thereof, whether of omission or commission, except as a result of the Lender’s or any of its officer’s, employee’s or designee’s Agent's own gross negligence or willful misconduct as determined pursuant to a final non-non- appealable order of a court of competent jurisdiction. The Lender’s authority hereunder shall include, without limitation, the authority to execute and give receipt for any certificate of ownership or any document, to transfer title to any item of Collateral and to take any other actions arising from or incident to the powers granted to the Lender under this Agreement. This power of attorney is coupled with an interest and is irrevocable until the Obligations are repaid in full.

Power of Attorney. In addition Subject to all the terms of the powers granted to the Lender hereunderMitsui Intercreditor Agreement (if applicable), the Company hereby each Co-Borrower irrevocably designates appoints Collateral Agent and appoints the Lender (its successors and all persons designated by the Lender) assigns as the Company’s true and lawful attorney-in-fact, fact and authorizes the Lender (Collateral Agent and its designees), in the Company’s or the Lender’s namesuccessors and assigns, to, at any time the direction of the Required Lenders, following the occurrence of and during the continuance of an Event of Default exists or has occurred (and automatically terminating when no Event of Default is continuing continuing): (ia) demand payment on receivables or other Collateralsell, (ii) enforce payment of receivables by legal proceedings or otherwiseassign, (iii) exercise all of the Company’s rights and remedies to collect any receivable or other Collateraltransfer, (iv) sell or assign any receivable or other Collateral upon such terms, for such amount and at such time or times as the Lender deems advisable, (v) settle, adjustpledge, compromise, extend or renew discharge all or any receivablepart of its Accounts; (b) demand, collect, xxx, and give releases to any Account Debtor for monies due and compromise, prosecute, or defend any action, claim, case or proceeding about its Accounts, including filing a claim or voting a claim in any bankruptcy case in Collateral Agent’s or such Co-Borrower’s name, as Collateral Agent (viat the direction of the Required Lenders) discharge and release any receivable, chooses; (viic) prepare, file and sign the Companysuch Co-Borrower’s name on any proof notice, claim, assignment, demand, draft, or notice of claim in bankruptcy or other satisfaction of lien or mechanics’ lien or similar document against an account debtor or other obligor in respect of any receivables or other Collateral, document; (viiid) notify all Account Debtors to pay Collateral Agent directly provided that Collateral Agent shall endeavor to have conversations with the post office authorities Co-Borrower’s prior to change the address for delivery of remittances from account debtors or other obligors in respect of receivables or other proceeds of Collateral to an address designated by the LenderAgent making any such notifications; (e) receive, and open open, and dispose of all mail addressed to the Company and handle and store all mail relating such Co-Borrower; (f) endorse such Co-Borrower’s name on checks or other instruments (to the Collateral; (ix) make extent necessary to pay amounts owed pursuant to any payment or take any action necessary or desirable to protect or preserve any Collateralof the Loan Documents); and (xg) execute on such Co-Borrower’s behalf any instruments, documents, financing statements to perfect Collateral Agent’s interests in its Accounts and Collateral and do all acts and things which are necessarynecessary or prudent, in as determined solely and exclusively by Collateral Agent to protect or preserve, Collateral Agent’s rights and remedies under the Lender’s determination, to fulfill the Company’s Obligations under this Agreement and the other Loan Documents. The Company hereby releases , as directed by the Lender and each Lender and their respective officers, employees and designees from any liabilities arising from any act or acts under this power of attorney and in furtherance thereof, whether of omission or commission, except as a result of the Lender’s or any of its officer’s, employee’s or designee’s own gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction. The Lender’s authority hereunder shall include, without limitation, the authority to execute and give receipt for any certificate of ownership or any document, to transfer title to any item of Collateral and to take any other actions arising from or incident to the powers granted to the Lender under this Agreement. This power of attorney is coupled with an interest and is irrevocable until the Obligations are repaid in fullRequired Lenders.

Power of Attorney. In addition to all of the powers granted to the Lender hereunderTrustee pursuant to the Indenture, the Company Pledgor hereby irrevocably designates appoints and appoints constitutes the Lender (and all persons designated by the Lender) Trustee as the Company’s true and lawful Pledgor's attorney-in-fact, fact (with full power of substitution) to exercise to the fullest extent permitted by law all of the following powers upon and authorizes the Lender (and its designees), in the Company’s or the Lender’s name, to, at any time after the occurrence and during the continuance of an Event of Default exists or has occurred and is continuing Default: (ia) demand payment on receivables or other Collateral, (ii) enforce payment collection of receivables by legal proceedings or otherwise, (iii) exercise all of the Company’s rights and remedies to collect any receivable or other Collateral, (iv) sell or assign any receivable or other Collateral upon such terms, for such amount and at such time or times as the Lender deems advisable, (v) settle, adjust, compromise, extend or renew any receivable, (vi) discharge and release any receivable, (vii) prepare, file and sign the Company’s name on any proof of claim in bankruptcy or other similar document against an account debtor or other obligor in respect proceeds of any receivables or other Collateral, ; (viiib) notify the post office authorities to change the address for delivery conveyance of remittances from account debtors or other obligors in respect of receivables or other proceeds any item of Collateral to an address designated by the Lender, and open and dispose of all mail addressed to the Company and handle and store all mail relating to the Collateralany purchaser thereof; (ixc) make giving of any payment notices or take recording of any action necessary or desirable to protect or preserve any CollateralLiens under Section 6 hereof; and (xd) do all acts paying or discharging taxes or Liens levied or placed upon the Collateral, the legality or validity thereof and things which are necessarythe amounts necessary to discharge the same to be determined by the Trustee in its sole reasonable discretion, in and such payments made by the Lender’s determinationTrustee to become part of the Secured Obligations of the Pledgor to the Trustee, to fulfill the Company’s Obligations due and payable immediately upon demand. The Trustee's authority under this Agreement and the other Loan Documents. The Company hereby releases the Lender and each Lender and their respective officers, employees and designees from any liabilities arising from any act or acts under this power of attorney and in furtherance thereof, whether of omission or commission, except as a result of the Lender’s or any of its officer’s, employee’s or designee’s own gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction. The Lender’s authority hereunder Section 13 shall include, without limitation, the authority to endorse and negotiate any checks or instruments representing proceeds of Collateral in the name of the Pledgor, execute and give receipt for any certificate of ownership or any documentdocument constituting Collateral, to transfer title to any item of Collateral, sign the Pledgor's name on all financing statements (to the extent permitted by applicable law) or any other documents deemed necessary or appropriate by the Trustee to preserve, protect or perfect the security interest in the Collateral and to file the same, prepare, file and sign the Pledgor's name on any notice of Lien, and to take any other actions arising from or incident to the powers granted to the Lender under Trustee in this Pledge Agreement. This power of attorney is coupled with an interest and is irrevocable until by the Obligations are repaid in fullPledgor.

Power of Attorney. In addition to all of the powers granted Subject to the Lender hereunderprovisions of Section 5.5(c) of this Agreement regarding the handling of claims involving Retained Liabilities and consistent with the terms, limitations and restrictions of this Agreement, the Company does hereby irrevocably designates appoint and appoints name the Lender (Reinsurer, acting through its authorized officers and all persons designated by the Lender) employees, as the Company’s true 's lawful attorney in fact with respect to the rights, duties, privileges and lawful attorney-in-fact, obligations of the Company and authorizes the Lender (and its designeesSeparate Account(s), in respectively, relating to the Company’s or the Lender’s namePolicies and Post-Closing Policies, to, at any time an Event of Default exists or has occurred and is continuing (i) demand payment on receivables or other Collateralto do any and all lawful acts that the Company and the Separate Account(s) might have done with respect to the Policies and Post-Closing Policies, and (ii) enforce payment of receivables to proceed by legal proceedings or otherwise, all lawful means (iiiA) exercise to perform any and all of the Company’s rights 's obligations under the Policies and remedies Post-Closing Policies, (B) to enforce any right and defend against any liability arising under the Policies and Post-Closing Policies on or after the Closing Date, (C) to xxx or defend (in the name of the Company, when necessary) any action arising under the Policies and Post-Closing Policies on or after the Closing Date, (D) to collect any receivable and all sums due or other Collateral, (iv) sell or assign any receivable or other Collateral upon such terms, for such amount and at such time or times as the Lender deems advisable, (v) settle, adjust, compromise, extend or renew any receivable, (vi) discharge and release any receivable, (vii) prepare, file and sign the Company’s name on any proof of claim in bankruptcy or other similar document against an account debtor or other obligor in respect of any receivables or other Collateral, (viii) notify the post office authorities to change the address for delivery of remittances from account debtors or other obligors in respect of receivables or other proceeds of Collateral to an address designated by the Lender, and open and dispose of all mail addressed payable to the Company under the Policies and handle Post-Closing Policies and store to quit and release for same, (E) to collect any and all mail relating Premiums due or payable under the Policies and Post-Closing Policies through any automatic charge authorizations or otherwise of persons who own or hold Policies and Post-Closing Policies, (F) to sign (in the CollateralCompany's name, when necessary) vouchers, receipts, releases and other papers in connection with any of the foregoing matters, (G) to request rate and form changes for the Policies and Post-Closing Policies pursuant to Section 5.8 hereof, (H) to undertake the necessary duties in connection with payment of Commissions in connection with the Policies and Post-Closing Policies and Destinations Annuity Contracts; (ixI) make any payment or take any action necessary or desirable to protect or preserve any Collateralmanage the investments in the Company's non-unitized separate accounts; and (xJ) to do all acts and things which are necessary, everything lawful in connection with the Lender’s determination, to fulfill satisfaction of the Company’s Obligations under this Agreement Reinsurer's obligations and the other Loan Documents. The Company hereby releases the Lender and each Lender and their respective officers, employees and designees from any liabilities arising from any act or acts under this power of attorney and in furtherance thereof, whether of omission or commission, except as a result of the Lender’s or any exercise of its officer’s, employee’s or designee’s own gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction. The Lender’s authority hereunder shall include, without limitation, the authority to execute and give receipt for any certificate of ownership or any document, to transfer title to any item of Collateral and to take any other actions arising from or incident to the powers granted to the Lender rights under this Agreement. This power of attorney is coupled with an interest and is irrevocable until the Obligations are repaid in full.

Power of Attorney. In addition to all of the powers granted to the Lender hereunder, the Company Each Borrower and Guarantor hereby irrevocably designates and appoints the Lender Agent (and all persons designated by the LenderAgent) as the Companysuch Borrower’s and Guarantor’s true and lawful attorney-in-fact, and authorizes the Lender (and its designees)Agent, in the Companysuch Borrower’s, Guarantor’s or the LenderAgent’s name, to, : (a) at any time an Event of Default exists or has occurred and is continuing (i) demand payment on receivables Receivables or other Collateral, (ii) enforce payment of receivables Receivables by legal proceedings or otherwise, (iii) exercise all of the Companysuch Borrower’s or Guarantor’s rights and remedies to collect any receivable Receivable or other Collateral, (iv) sell or assign any receivable or other Collateral Receivable upon such terms, for such amount and at such time or times as the Lender Agent deems advisable, (v) settle, adjust, compromise, extend or renew any receivablean Account, (vi) discharge and release any receivableReceivable, (vii) prepare, file and sign the Companysuch Borrower’s or Guarantor’s name on any proof of claim in bankruptcy or other similar document against an account debtor or other obligor in respect of any receivables Receivables or other Collateral, (viii) notify the post office authorities to change the address for delivery of remittances from account debtors or other obligors in respect of receivables Receivables or other proceeds of Collateral to an address designated by the LenderAgent, and open and dispose of all mail addressed to the Company such Borrower or Guarantor and handle and store all mail relating to the Collateral; and (ix) make any payment or take any action necessary or desirable to protect or preserve any Collateral; and (x) do all acts and things which are necessary, in the LenderAgent’s determination, to fulfill the Companysuch Borrower’s Obligations or Guarantor’s obligations under this Agreement and the other Loan DocumentsFinancing Agreements, (b) at any time on or after a Cash Dominion Event and for so long as the same is continuing to (i) take control in any manner of any item of payment in respect of Receivables or constituting Collateral or otherwise received in or for deposit in the Blocked Accounts or otherwise received by Agent or any Lender and (ii) have access to any lockbox or postal box into which remittances from account debtors or other obligors in respect of Receivables or other proceeds of Collateral are sent or received, and (c) at any time to (i) endorse such Borrower’s or Guarantor’s name upon any items of payment in respect of Receivables or constituting Collateral or otherwise received by Agent and any Lender and deposit the same in Agent’s account for application to the Obligations, (ii) endorse such Borrower’s or Guarantor’s name upon any chattel paper, document, instrument, invoice, or similar document or agreement relating to any Receivable or any goods pertaining thereto or any other Collateral, including any warehouse or other receipts, or bills of lading and other negotiable or non-negotiable documents, (iii) clear Inventory the purchase of which was financed with a Letter of Credit through U.S. Customs or foreign export control authorities in such Borrower’s or Guarantor’s name, Agent’s name or the name of Agent’s designee, and to sign and deliver to customs officials powers of attorney in such Borrower’s or Guarantor’s name for such purpose, and to complete in such Borrower’s or Guarantor’s or Agent’s name, any order, sale or transaction, obtain the necessary documents in connection therewith and collect the proceeds thereof, and (iv) sign such Borrower’s or Guarantor’s name on any verification of Receivables and notices thereof to account debtors or any secondary obligors or other obligors in respect thereof. The Company Each Borrower and Guarantor hereby releases the Lender Agent and each Lender Lenders and their respective officers, employees and designees from any liabilities arising from any act or acts under this power of attorney and in furtherance thereof, whether of omission or commission, except as a result of the LenderAgent’s or any of its officer’s, employee’s or designeeLender’s own gross negligence or willful wilful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction. The Lender’s authority hereunder shall include, without limitation, the authority to execute and give receipt for any certificate of ownership or any document, to transfer title to any item of Collateral and to take any other actions arising from or incident to the powers granted to the Lender under this Agreement. This power of attorney is coupled with an interest and is irrevocable until the Obligations are repaid in full.

Power of Attorney. In addition to all of the powers granted to the Lender hereunder, the Company Borrower and Guarantor hereby irrevocably designates and appoints the Lender Agent (and all persons designated by the LenderAgent) as the Companysuch Borrower’s and Guarantor’s true and lawful attorney-in-fact, and authorizes the Lender (and its designees)Agent, in the Companysuch Borrower’s, Guarantor’s or the LenderAgent’s name, to, : (a) at any time an Event of Default exists or has occurred and is continuing (i) demand payment on receivables Receivables or other Collateral, (ii) enforce payment of receivables Receivables by legal proceedings or otherwise, (iii) exercise all of the Companysuch Borrower’s or Guarantor’s rights and remedies to collect any receivable Receivable or other Collateral, (iv) sell or assign any receivable or other Collateral Receivable upon such terms, for such amount and at such time or times as the Lender Agent deems advisable, (v) settle, adjust, compromise, extend or renew any receivablean Account, (vi) discharge and release any receivableReceivable, (vii) prepare, file and sign the Companysuch Borrower’s or Guarantor’s name on any proof of claim in bankruptcy or other similar document against an account debtor or other obligor in respect of any receivables Receivables or other Collateral, (viii) notify the post office authorities to change the address for delivery of remittances from account debtors or other obligors in respect of receivables Receivables or other proceeds of Collateral to an address designated by the LenderAgent, and open and dispose of all mail addressed to the Company such Borrower or Guarantor and handle and store all mail relating to the Collateral; and (ix) make any payment or take any action necessary or desirable to protect or preserve any Collateral; and (x) do all acts and things which are necessary, in the LenderAgent’s determination, to fulfill the Companysuch Borrower’s Obligations or Guarantor’s obligations under this Agreement and the other Loan DocumentsFinancing Agreements and (b) at any time on or after a Cash Dominion Event to (i) take control in any manner of any item of payment in respect of Receivables or constituting Collateral or otherwise received in or for deposit in the Blocked Accounts or otherwise received by Agent or any Lender and (ii) have access to any lockbox or postal box into which remittances from account debtors or other obligors in respect of Receivables or other proceeds of Collateral are sent or received, and (c) at any time to (i) endorse such Borrower’s or Guarantor’s name upon any items of payment in respect of Receivables or constituting Collateral or otherwise received by Agent and any Lender and deposit the same in Agent’s account for application to the Obligations, (ii) endorse such Borrower’s or Guarantor’s name upon any chattel paper, document, instrument, invoice, or similar document or agreement relating to any Receivable or any goods pertaining thereto or any other Collateral, including any warehouse or other receipts, or bills of lading and other negotiable or non-negotiable documents, (iii) clear Inventory the purchase of which was financed with a Letter of Credit through U.S. Customs or foreign export control authorities in such Borrower’s or Guarantor’s name, Agent’s name or the name of Agent’s designee, and to sign and deliver to customs officials powers of attorney in such Borrower’s or Guarantor’s name for such purpose, and to complete in such Borrower’s or Guarantor’s or Agent’s name, any order, sale or transaction, obtain the necessary documents in connection therewith and collect the proceeds thereof, and (iv) sign such Borrower’s or Guarantor’s name on any verification of Receivables and notices thereof to account debtors or any secondary obligors or other obligors in respect thereof. The Company Each Borrower and Guarantor hereby releases the Lender Agent and each Lender Lenders and their respective officers, employees and designees from any liabilities arising from any act or acts under this power of attorney and in furtherance thereof, whether of omission or commission, except as a result of the LenderAgent’s or any of its officer’s, employee’s or designeeLender’s own gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction. The Lender’s authority hereunder shall include, without limitation, the authority to execute and give receipt for any certificate of ownership or any document, to transfer title to any item of Collateral and to take any other actions arising from or incident to the powers granted to the Lender under this Agreement. This power of attorney is coupled with an interest and is irrevocable until the Obligations are repaid in full.

Power of Attorney. In addition to all of the powers granted to the Lender hereunder, the Company Each Borrower and Guarantor hereby irrevocably designates and appoints the Lender (and all persons designated by the Lender) as the Companysuch Borrower’s and Guarantor’s true and lawful attorney-in-fact, and authorizes the Lender (and its designees)Lender, in the Companysuch Borrower’s, Guarantor’s or the Lender’s name, to, : (a) at any time an Event of Default exists or has occurred and is continuing (i) demand payment on receivables Receivables or other Collateral, (ii) enforce payment of receivables Receivables by legal proceedings or otherwise, (iii) exercise all of the Companysuch Borrower’s or Guarantor’s rights and remedies to collect any receivable Receivable or other Collateral, (iv) sell or assign any receivable or other Collateral Receivable upon such terms, for such amount and at such time or times as the Lender deems advisable, (v) settle, adjust, compromise, extend or renew any receivablean Account, (vi) discharge and release any receivableReceivable, (vii) prepare, file and sign the Companysuch Borrower’s or Guarantor’s name on any proof of claim in bankruptcy or other similar document against an account debtor or other obligor in respect of any receivables Receivables or other Collateral, (viii) notify the post office authorities to change the address for delivery of remittances from account debtors or other obligors in respect of receivables Receivables or other proceeds of Collateral to an address designated by the Lender, and open and dispose of all mail addressed to the Company such Borrower or Guarantor and handle and store all mail relating to the Collateral; and (ix) make any payment or take any action necessary or desirable to protect or preserve any Collateral; and (x) do all acts and things which are reasonably necessary, in the Lender’s determination, to fulfill the Companysuch Borrower’s Obligations or Guarantor’s obligations under this Agreement and the other Loan DocumentsFinancing Agreements and (b) at any time after the occurrence of a Cash Dominion Event to (i) take control in any manner of any item of payment in respect of Receivables or constituting Collateral or otherwise received in or for deposit in the Concentration Accounts or otherwise received by Lender, (ii) have access to any lockbox or postal box into which remittances from account debtors or other obligors in respect of Receivables or other proceeds of Collateral are sent or received, if after the occurrence of a Cash Dominion Event, (iii) endorse such Borrower’s or Guarantor’s name upon any items of payment in respect of Receivables or constituting Collateral or otherwise received by Lender and deposit the same in Lender’s account for application to the Obligations, (iv) endorse such Borrower’s or Guarantor’s name upon any chattel paper, document, instrument, invoice, or similar document or agreement relating to any Receivable or any goods pertaining thereto or any other Collateral, including any warehouse or other receipts, or bills of lading and other negotiable or non-negotiable documents, (v) clear Inventory the purchase of which was financed with a Letter of Credit through U.S. Customs or foreign export control authorities in such Borrower’s or Guarantor’s name, Lender’s name or the name of Lender’s designee, and to sign and deliver to customs officials powers of attorney in such Borrower’s or Guarantor’s name for such purpose, and to complete in such Borrower’s or Guarantor’s or Lender’s name, any order, sale or transaction, obtain the necessary documents in connection therewith and collect the proceeds thereof, and (vi) sign such Borrower’s or Guarantor’s name on any verification of Receivables and notices thereof to account debtors or any secondary obligors or other obligors in respect thereof. The Company Each Borrower and Guarantor hereby releases the Lender and each Lender and their respective its officers, employees and designees from any liabilities arising from any act or acts under this power of attorney and in furtherance thereof, whether of omission or commission, except as a result of the Lender’s or any of its officer’s, employee’s or designee’s own gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction. The Lender’s authority hereunder shall include, without limitation, the authority to execute and give receipt for any certificate of ownership or any document, to transfer title to any item of Collateral and to take any other actions arising from or incident to the powers granted to the Lender under this Agreement. This power of attorney is coupled with an interest and is irrevocable until the Obligations are repaid in full.

Power of Attorney. In addition to all of the powers granted to the Lender hereunder, the Company Each Borrower hereby irrevocably designates and appoints the Lender Agent (and all persons designated by the LenderAgent) as the Company’s such Borrower's true and lawful attorney-in-fact, and authorizes the Lender (and its designees)Agent, in the Company’s such Borrower's or the Lender’s Agent's name, to, : (a) at any time an Event of Default exists or has occurred and is continuing continuing, (i) demand payment on receivables Receivables or other proceeds of Inventory or other Collateral, (ii) enforce payment of receivables Receivables or other Collateral by legal proceedings or otherwise, (iii) exercise all of the Company’s such Borrower's rights and remedies to collect any receivable Receivables or other Collateral, (iv) sell or assign any receivable Receivables or other Collateral upon such terms, for such amount and at such time or times as the Lender Agent deems advisable, (v) settle, adjust, compromise, extend or renew any receivableReceivables, (vi) discharge and release any receivableReceivables, (vii) prepare, file and sign the Company’s such Borrower's name on any proof of claim in bankruptcy or other similar document in connection with the Collateral against an account debtor or other obligor in respect of any receivables or other Collateralthereof, (viii) notify the post office authorities to change the address for delivery of remittances from account debtors or other obligors in respect of receivables or Receivables and other proceeds of Collateral to an address designated by the LenderAgent, and open and dispose of all mail addressed to the Company such Borrower and handle and store all mail relating to any of the Collateral; Collateral and make available for Borrowers to obtain all other mail at the offices of Agent or such other reasonable location as Agent may specify for such purpose, and (ix) make any payment or take any action necessary or desirable to protect or preserve any Collateral; and (x) do all acts and things which are necessary, in the Lender’s Agent's good faith determination, to fulfill the Company’s Obligations such Borrower's obligations under this Agreement and the other Loan DocumentsFinancing Agreements and (b) at any time to (i) take control in any manner of any item of payment constituting Collateral or in respect of Collateral or proceeds thereof received in or for deposit in the Blocked Accounts or otherwise received by Agent or any Lender, (ii) have access to any lockbox or postal box into which such Borrower's mail relating to any of the Collateral or which Agent believes may be related to Collateral is deposited, (iii) endorse such Borrower's name upon any items of payment constituting Collateral or proceeds thereof at any time received by or on behalf of Agent or any Lender and deposit the same in Agent's or a Lender's account for application to the Obligations, (iv) endorse such Borrower's name upon any chattel paper, document, instrument, invoice, or similar document or agreement relating to any Account or any goods pertaining thereto or any other Collateral, (v) clear Inventory the purchase of which was financed with Letter of Credit Accommodations through US Customs, in such Borrower's name, Agent's name or the name of Agent's designee, and to sign and deliver to customs officials powers of attorney in such Borrower's name for such purpose, (vi) sign such Borrower's name on any verification of Accounts and notices thereof to account debtors and other obligors in respect thereof and (vii) execute in such Borrower's name and file any PPSA financing statements or UCC financing statements or amendments thereto. The Company Each Borrower hereby releases the Lender Agent and each Lender and their respective its officers, employees and designees from any liabilities arising from any act or acts under this power of attorney and in furtherance thereof, whether of omission or commission, except as a result of the a Lender’s or any of its officer’s, employee’s or designee’s 's own gross negligence or willful wilful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction. The Lender’s authority hereunder shall include, without limitation, the authority to execute and give receipt for any certificate of ownership or any document, to transfer title to any item of Collateral and to take any other actions arising from or incident to the powers granted to the Lender under this Agreement. This power of attorney is coupled with an interest and is irrevocable until the Obligations are repaid in full.

Power of Attorney. In addition to all of the powers granted to the Lender hereunder, the Company Borrower hereby irrevocably designates and appoints the Lender (and all persons designated by the Lender) as the Company’s Borrower's true and lawful attorney-in-fact, and authorizes the Lender (and its designees)Lender, in the Company’s Borrower's or the Lender’s 's name, to, : (a) at any time an Event of Default or event, act or condition which with notice or passage of time or both would constitute an Event of Default exists or has occurred and is continuing (i) demand payment on receivables delinquent Lease Receivables of Assigned Leases or other proceeds of other Collateral, (ii) enforce payment of receivables Lease Receivables of Assigned Leases by legal proceedings or otherwise, (iii) exercise all of the Company’s Borrower's rights and remedies to collect any receivable Lease Receivables of Leases assigned to Lender or other Collateral, (iv) sell or assign any receivable Assigned Leases or other Collateral any Lease Receivables of Assigned Leases upon such terms, for such amount and at such time or times as the Lender deems advisable, and subject to the terms set forth in Section 10.2(b)(vi) hereof, (v) settle, adjust, compromise, extend or renew any receivableAssigned Leases or Lease Receivables owed under Assigned Leases, (vi) discharge and release any receivableLease Receivables owed under Assigned Leases, (vii) prepare, file and sign the Company’s Borrower's name on any proof of claim in bankruptcy or other similar document against an account debtor or other obligor in respect of any receivables or other Collateral, (viii) notify the post office authorities to change the address for delivery of remittances from account debtors or other obligors in respect of receivables or other proceeds of Collateral to an address designated by the Lender, and open and dispose of all mail addressed to the Company and handle and store all mail relating to the Collateral; (ix) make any payment or take any action necessary or desirable to protect or preserve any Collateral; and (x) do all acts and things which are necessary, in the Lender’s determination, to fulfill the Company’s Obligations under this Agreement and the other Loan Documents. The Company hereby releases the Lender and each Lender and their respective officers, employees and designees from any liabilities arising from any act or acts under this power of attorney and in furtherance thereof, whether of omission or commission, except as a result of the Lender’s or any of its officer’s, employee’s or designee’s own gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction. The Lender’s authority hereunder shall include, without limitation, the authority to execute and give receipt for any certificate of ownership or any document, to transfer title to any item of Collateral and to take any other actions arising from or incident to the powers granted to the Lender under this Agreement. This power of attorney is coupled with an interest and is irrevocable until the Obligations are repaid in full.

Power of Attorney. In addition to all of the powers granted to the Lender hereunder, the Company Each Pledgor hereby irrevocably designates and appoints the Lender Collateral Trustee (and all persons designated by the LenderCollateral Trustee) as the Companysuch Pledgor’s true and lawful attorney-in-fact, and authorizes the Lender (and its designees)Collateral Trustee, in the Companysuch Pledgor’s or the LenderCollateral Trustee’s name, to, : (i) at any time an Event of Default exists or has occurred and is continuing (i1) demand payment on receivables or other any Collateral, (ii2) enforce payment of receivables any of the Collateral by legal proceedings or otherwise, (iii3) exercise all of the Companysuch Pledgor’s rights and remedies to collect any receivable or other Collateral, (iv4) sell or assign any receivable or other Collateral upon such terms, for such amount and at such time or times as the Lender Collateral Trustee deems advisable, (v5) settle, adjust, compromise, extend or renew any receivableof the Collateral, (vi6) discharge and release any receivableCollateral, (vii7) prepare, file and sign the Companysuch Pledgor’s name on any proof of claim in bankruptcy or other similar document against an account debtor or other obligor in respect of any receivables or other Collateral, (viii) 8) notify the post office authorities to change the address for delivery of remittances from account debtors or other obligors in respect of receivables or other proceeds of Collateral to an address designated by the LenderCollateral Trustee, and open and dispose of all mail addressed to the Company such Pledgor and handle and store all mail relating to the Collateral; (ix9) make sign such Pledgor’s name on any payment verification of amounts owing constituting Collateral and notices thereof to account debtors or take any action necessary secondary obligors or desirable to protect or preserve any Collateral; other obligors in respect thereof and (x10) do all acts and things which are necessary, in the LenderCollateral Trustee’s reasonable determination, to fulfill the Companysuch Pledgor’s Obligations obligations under this Agreement and the other Loan DocumentsNote Documents and (ii) at any time to (1) take control of any item of payment constituting Collateral that is received by the Collateral Trustee, any Holder or any Secured Party, (2) endorse such Pledgor’s name upon any items of payment in respect of Collateral received by the Collateral Trustee, any Holder and any Secured Party and deposit the same in the Collateral Trustee’s account for application to the Obligations, (3) endorse such Pledgor’s name upon any chattel paper, document, instrument, invoice, or similar document or agreement relating to any Receivable or any goods pertaining thereto or any other Collateral, including any warehouse or other receipts, or bills of lading and other negotiable or non-negotiable documents and (4) if rolling stock is included in the Collateral, execute and deliver in such Pledgor’s name, the Collateral Trustee’s name or the name of the Collateral Trustee’s designee, to any Department of Motor Vehicles or other Governmental Authority powers of attorney in such Pledgor’s name, and to complete in such Pledgor’s or the Collateral Trustee’s name, any application or other document or instrument required, in each case, in order to have the lien and security interest of the Collateral Trustee with respect to any rolling stock noted on any Certificate of Title with respect to such rolling stock. The Company Each Pledgor hereby releases the Lender Collateral Trustee and each Lender Holders and their respective officers, employees and designees from any liabilities arising from any act or acts under this power of attorney and in furtherance thereof, whether of omission or commission, except as a result of the LenderCollateral Trustee’s or any of its officer’s, employee’s or designeeHolder’s own gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction. The Lender’s authority hereunder shall include, without limitation, the authority to execute and give receipt for any certificate of ownership or any document, to transfer title to any item of Collateral and to take any other actions arising from or incident to the powers granted to the Lender under this Agreement. This power of attorney is coupled with an interest and is irrevocable until the Obligations are repaid in full.

Power of Attorney. In addition to all of the powers granted to the Lender hereunder, the Company Debtor hereby irrevocably designates makes, constitutes and appoints the Lender Collateral Agent (and all persons Persons designated by the LenderCollateral Agent) as the Company’s true and lawful agent and attorney-in-fact, and authorizes the Lender fact of Debtor with full power of substitution to: (and its designees), in the Company’s or the Lender’s name, to, at a) if any time an Event of Default exists or under this Agreement has occurred and is continuing and provided and so long as Collateral Agent is otherwise authorized to commence Foreclosure on the Collateral under the terms of this Agreement and the Intercreditor Agreement, (i) demand payment on receivables or other Collateralof Accounts, (ii) enforce payment of receivables Accounts by legal proceedings or otherwise, (iii) exercise all of the Company’s Debtor's rights and remedies with respect to proceedings brought to collect any receivable or other Collateralan Account, (iv) sell or assign any receivable or other Collateral Account upon such terms, for such amount and at such time or times as the Lender Collateral Agent deems advisable, (v) settle, adjust, compromise, extend or renew any receivablean Account, (vi) discharge and release any receivableAccount, (vii) prepare, file and sign the Company’s Debtor's name on any proof of claim in bankruptcy or other similar document against an account debtor or other obligor in respect of any receivables or other Collateraldebtor, (viii) notify the post office postal authorities to of any change of the address for delivery of remittances from account debtors or other obligors in respect of receivables or other proceeds of Collateral Debtor's mail to an address designated by the LenderCollateral Agent, and open and dispose of all mail addressed to Debtor for the Company purpose of collecting Accounts and handle and store the proceeds of any other Collateral (with all other mail relating to the Collateral; be promptly returned to Debtor), (ix) make take control in any manner of any item of payment or take proceeds of any action necessary Account or desirable any other Collateral, (x) have access to protect any lockbox or preserve postal box into which Debtor's mail is deposited, (xi) endorse Debtor's name upon any Collateral; items of payment or proceeds thereof and apply the same to the payment of the Secured Obligations, (xii) endorse Debtor's name upon any chattel paper, document, instrument, invoice or similar document or agreement relating to any Account or any goods pertaining thereto, (xiii) endorse Debtor's name on any verification of Accounts and notices thereof to account debtors and (xxiv) do all acts and things which are necessary, in the Lender’s determinationCollateral Agent's sole discretion, to fulfill the Company’s Obligations Debtor's obligations under this Agreement; and (b) at any time, (i) execute in Debtor's name and on Debtor's behalf any financing statements and/or continuations thereof and/or amendments thereto under the Uniform Commercial Code or other applicable law in any jurisdiction where Debtor or any of the Collateral may be located and (ii) do any and all things necessary and take such actions in the name and on behalf of Debtor to carry out the intent of this Agreement, including, without limitation, the grant of the security interest granted under this Agreement and to perfect and protect the other Loan Documents. The Company hereby releases security interest granted to the Lender Collateral Agent in respect to the Collateral and each Lender and their respective officers, employees and designees from any liabilities arising from any act or acts the Collateral Agent's rights created under this power of attorney and in furtherance thereof, whether of omission or commission, except as a result of Agreement. Debtor agrees that neither the Lender’s or Collateral Agent nor any of its officer’sagents, employee’s designees or designee’s own attorneys-in-fact will be liable for any acts of commission or omission (other than for acts of commission or omission which constitute gross negligence or willful misconduct as determined pursuant to a final non-appealable order of by a court of competent jurisdiction. The Lender’s authority hereunder shall includejurisdiction in a final, without limitationnonappealable order), the authority to execute and give receipt or for any certificate error of ownership judgment or any document, to transfer title to any item mistake of Collateral and to take any other actions arising from fact or incident law in respect to the powers granted to exercise of the Lender under this Agreement. This power of attorney is coupled with an interest and is granted under this Section. The power of attorney granted under this Section shall be irrevocable until during the Obligations are repaid in fullterm of this Agreement.

Power of Attorney. In addition to all To the extent permitted by applicable law, each Limited Partner hereby irrevocably makes, constitutes and appoints each of the powers granted to General Partner and the Lender hereunderLiquidator, the Company hereby irrevocably designates and appoints the Lender (and all persons designated by the Lender) if any, in such capacity as the Company’s Liquidator for so long as it acts as such, as its true and lawful attorney-in-agent and attorney in fact, with full power of substitution and authorizes the Lender (full power and authority in its designees), in the Company’s or the Lender’s name, place and stead, to make, execute, sign, acknowledge, swear to, at any time an Event of Default exists or has occurred record and is continuing file (i) demand payment on receivables or other Collateral, this Agreement and any amendment to this Agreement which has been adopted as herein provided; (ii) enforce payment the original certificate of receivables exempted limited partnership of the Partnership and all amendments thereto required or permitted by legal proceedings or otherwise, law and the provisions of this Agreement; (iii) exercise all certificates and other instruments deemed advisable by the General Partner or the Liquidator to carry out the provisions of this Agreement and applicable law or to permit the Company’s rights and remedies Partnership to collect any receivable become or other Collateral, to continue as an exempted limited partnership or partnership wherein the Limited Partners have limited liability in each jurisdiction where the Partnership may be doing business; (iv) sell all instruments that the General Partner or assign any receivable the Liquidator deems appropriate to reflect a change or other Collateral upon such terms, for such amount and at such time or times as the Lender deems advisable, (v) settle, adjust, compromise, extend or renew any receivable, (vi) discharge and release any receivable, (vii) prepare, file and sign the Company’s name on any proof modification of claim in bankruptcy or other similar document against an account debtor or other obligor in respect of any receivables or other Collateral, (viii) notify the post office authorities to change the address for delivery of remittances from account debtors or other obligors in respect of receivables or other proceeds of Collateral to an address designated by the Lender, and open and dispose of all mail addressed to the Company and handle and store all mail relating to the Collateral; (ix) make any payment or take any action necessary or desirable to protect or preserve any Collateral; and (x) do all acts and things which are necessary, in the Lender’s determination, to fulfill the Company’s Obligations under this Agreement and or the other Loan Documents. The Company hereby releases the Lender and each Lender and their respective officersPartnership in accordance with this Agreement, employees and designees from any liabilities arising from any act or acts under this power of attorney and in furtherance thereof, whether of omission or commission, except as a result of the Lender’s or any of its officer’s, employee’s or designee’s own gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction. The Lender’s authority hereunder shall includeincluding, without limitation, the authority admission of additional Limited Partners or substituted Limited Partners pursuant to execute the provisions of this Agreement; (v) all conveyances and give receipt for other instruments or papers deemed advisable by the General Partner or the Liquidator to effect the dissolution and termination of the Partnership; (vi) all fictitious or assumed name certificates required (in light of the Partnership’s activities) to be filed on behalf of the Partnership; (vii) all agreements and instruments necessary or advisable to consummate any certificate Investment; (viii) any agreement pursuant to the Partnership Act and/or Section 6.4 and/or 9.1 to continue the business of ownership the Partnership and to appoint a successor General Partner upon the Withdrawal of the sole remaining General Partner; and (ix) all other instruments or any documentpapers which may be required or permitted by law to be filed on behalf of the Partnership which are not legally binding on the Limited Partners in their individual capacity and are necessary to carry out the provisions of this Agreement, to transfer title to any item of Collateral and to take any other actions arising from or incident all action necessary to continue the business of the Partnership and to appoint a successor General Partner upon the Withdrawal of the sole remaining General Partner pursuant to the powers granted to the Lender under this AgreementPartnership Act and/or Section 6.4 and/or 9.1. This power of attorney is coupled with intended to secure an interest and is irrevocable until in property, and, in addition, the Obligations are repaid in fullobligations of each relevant Limited Partner under this Agreement.

Power of Attorney. In addition to all of the powers granted to the Lender hereunder, the Company Each Borrower hereby irrevocably designates and appoints the Lender Agent (and all persons designated by the LenderAgent) as the Companysuch Borrower’s true and lawful attorney-in-fact, and authorizes the Lender (and its designees)Agent, in the Company’s such Borrower’s, or the LenderAgent’s name, to, at any time an Event of Default exists or has occurred and is continuing (i) demand payment on receivables Receivables or other Collateral, (ii) enforce payment of receivables Receivables by legal proceedings or otherwise, (iii) exercise all of the Companysuch Borrower’s rights and remedies to collect any receivable Receivable or other Collateral, (iv) sell or assign any receivable or other Collateral Receivable upon such terms, for such amount and at such time or times as the Lender Agent deems advisable, (v) settle, adjust, compromise, extend or renew any receivablean Account, (vi) discharge and release any receivableReceivable, (vii) prepare, file and sign the Companysuch Borrower’s name on any proof of claim in bankruptcy or other similar document against an account debtor or other obligor in respect of any receivables Receivables or other Collateral, (viii) notify the post office authorities to change the address for delivery of remittances from account debtors or other obligors in respect of receivables Receivables or other proceeds of Collateral to an address designated by the LenderAgent, and open and dispose of all mail addressed to the Company such Borrower and handle and store all mail relating to the Collateral; , (ix) make any payment or take any action necessary or desirable to protect or preserve any Collateral; and (x) do all acts and things which are necessary, in the LenderAgent’s determination, to fulfill the Companysuch Borrower’s Obligations obligations under this Agreement and the other Loan DocumentsFinancing Agreements, (x) take control in any manner of any item of payment in respect of Receivables or constituting Collateral or otherwise received in or for deposit in the Blocked Accounts or otherwise received by Agent or any Lender, (xi) have access to any lockbox or postal box into which remittances from account debtors or other obligors in respect of Receivables or other proceeds of Collateral are sent or received, (xii) endorse such Borrower’s name upon any items of payment in respect of Receivables or constituting Collateral or otherwise received by Agent and any Lender and deposit the same in Agent’s account for application to the Obligations, (xiii) endorse such Borrower’s name upon any chattel paper, document, instrument, invoice, or similar document or agreement relating to any Receivable or any goods pertaining thereto or any other Collateral, including any warehouse or other receipts, or bills of lading and other negotiable or non-negotiable documents, (xiv) clear Inventory the purchase of which was financed with Letter of Credit Accommodations through U.S. Customs or foreign export control authorities in such Borrower’s name, Agent’s name or the name of Agent’s designee, and to sign and deliver to customs officials powers of attorney in such Borrower’s own name for such purpose, and to complete in such Borrower’s or Agent’s name, any order, sale or transaction, obtain the necessary documents in connection therewith and collect the proceeds thereof, and (xv) sign such Borrower’s name on any verification of Receivables and notices thereof to account debtors or any secondary obligors or other obligors in respect thereof. The Company Each Borrower hereby releases the Lender Agent and each Lender Lenders and their respective officers, employees and designees from any liabilities arising from any act or acts under this power of attorney and in furtherance thereof, whether of omission or commission, except as a result of the LenderAgent’s or any of its officer’s, employee’s or designeeLender’s own gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction. The Lender’s authority hereunder shall include, without limitation, the authority to execute and give receipt for any certificate of ownership or any document, to transfer title to any item of Collateral and to take any other actions arising from or incident to the powers granted to the Lender under this Agreement. This power of attorney is coupled with an interest and is irrevocable until the Obligations are repaid in full.

Power of Attorney. In addition to all of the powers granted to the Lender hereunder, the Company Each Borrower hereby irrevocably designates and appoints the Lender Agent (and all persons designated by the LenderAgent) as the Companysuch Borrower’s true and lawful attorney-in-fact, and authorizes the Lender (and its designees)Agent, in the Companysuch Borrower’s or the LenderAgent’s name, to, : (a) at any time an Event of Default exists or has occurred and is continuing continuing, (i) demand payment on receivables Accounts or other proceeds of Inventory or other Collateral, (ii) enforce payment of receivables Accounts or other Collateral by legal proceedings or otherwise, (iii) exercise in good faith all of the Companysuch Borrower’s rights and remedies to collect any receivable Account or other Collateral, (iv) sell or assign any receivable Account or other Collateral upon such terms, for such amount and at such time or times as the Lender Agent deems advisablecommercially reasonable, (v) settle, adjust, compromise, extend or renew any receivablean Account upon such terms as Agent deems commercially reasonable, (vi) discharge and release any receivableAccount upon such terms as Agent deems commercially reasonable, (vii) prepare, file and sign the Companysuch Borrower’s name on any proof of claim in bankruptcy or other similar document in connection with the Collateral against an account debtor or other obligor in respect of any receivables or other Collateraldebtor, (viii) notify the post office authorities to change the address for delivery of remittances from account debtors or other obligors in respect of receivables or other proceeds of Collateral such Borrower’s mail to an address designated by the LenderAgent, and open and dispose of all mail addressed to the Company such Borrower and handle and store all mail relating to any of the Collateral; Collateral and make available for Borrowers to obtain all other mail at the offices of Agent or such other reasonable location as Agent may specify for such purpose, and (ix) make any payment or take any action necessary or desirable to protect or preserve any Collateral; and (x) do all acts and things which are necessary, in the LenderAgent’s good faith determination, to fulfill the Companysuch Borrower’s Obligations obligations under this Agreement and the other Loan DocumentsFinancing Agreements and (b) at any time (i) take control in any manner of any item of payment constituting Collateral or in respect of Collateral or proceeds thereof received in or for deposit in the Blocked Accounts or otherwise received by Agent or any Lender to the extent that Agent or Lender has a right thereto under Section 6.3, (ii) have access to any lockbox or postal box into which such Borrower’s mail relating to any of the Collateral or which Agent believes may be related to Collateral is deposited, (iii) endorse such Borrower’s name upon any items of payment constituting Collateral or proceeds thereof at any time received by or on behalf of Agent or any Lender and deposit the same in Agent’s or a Lender’s account for application to the Obligations, (iv) endorse such Borrower’s name upon any chattel paper, document, instrument, invoice, or similar document or agreement relating to any Account or any goods pertaining thereto or any other Collateral, (v) clear Inventory the purchase of which was financed with Letter of Credit Accommodations through US Customs, in such Borrower’s name, Agent’s name or the name of Agent’s designee, and to sign and deliver to customs officials powers of attorney in such Borrower’s name for such purpose, (vi) sign such Borrower’s name on any verification of Accounts and notices thereof to account debtors and other obligors in respect thereof and (vii) execute in such Borrower’s name and file any PPSA financing statements or UCC financing statements or amendments thereto. The Company Each Borrower hereby releases the Lender Agent and each Lender and their respective its officers, employees and designees from any liabilities arising from any act or acts under this power of attorney and in furtherance thereof, whether of omission or commission, except as a result of the LenderAgent’s or any of its officer’s, employee’s or designeea Lender’s own gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction. The Lender’s authority hereunder Nothing herein shall include, without limitation, the authority be deemed to execute and give receipt constitute an appointment of any Person other than Agent as attorney-in-fact for any certificate of ownership Borrowers or any document, to transfer title to any item of Collateral and to take any other actions arising from or incident to the powers granted to the Lender under this Agreement. This power of attorney is coupled with an interest and is irrevocable until the Obligations are repaid in fullthem.

Power of Attorney. In addition to all of the powers granted to the Lender hereunder, the Company hereby The Subscriber (and any Disclosed Beneficial Subscriber) irrevocably designates constitutes and appoints the Lender (and all persons designated by the Lender) RBC as the Company’s true and lawful attorney-in-fact, and authorizes attorney of the Lender Subscriber (and its designeesany Disclosed Beneficial Subscriber). As the attorney of the Subscriber (and any Disclosed Beneficial Subscriber), RBC has the power to act for and in the Company’s name of Subscriber (and any Disclosed Beneficial Subscriber), with full power of substitution, to execute and deliver such documents, instruments or the Lender’s name, to, at any time an Event of Default exists or has occurred agreements and is continuing (i) demand payment on receivables or other Collateral, (ii) enforce payment of receivables by legal proceedings or otherwise, (iii) exercise all of the Company’s rights and remedies to collect any receivable or other Collateral, (iv) sell or assign any receivable or other Collateral upon such terms, for such amount and at such time or times as the Lender deems advisable, (v) settle, adjust, compromise, extend or renew any receivable, (vi) discharge and release any receivable, (vii) prepare, file and sign the Company’s name on any proof of claim in bankruptcy or other similar document against an account debtor or other obligor in respect of any receivables or other Collateral, (viii) notify the post office authorities to change the address for delivery of remittances from account debtors or other obligors in respect of receivables or other proceeds of Collateral to an address designated by the Lender, and open and dispose of all mail addressed to the Company and handle and store all mail relating to the Collateral; (ix) make any payment or take any action necessary or desirable to protect or preserve any Collateral; and (x) do all acts and things which necessary to effect the following: to represent the Subscriber (and any Disclosed Beneficial Subscriber) at the Closing for the purposes of all closing matters and deliveries of documents and certificates representing the Common Shares and Warrants and payment of funds; to extend any time periods and modify or waive any conditions that are necessaryset forth in this Agreement or in the Agency Agreement in the manner and to the extent that the Agents, in their absolute discretion, deem appropriate, provided that the Lenderextensions, modifications or waivers do not materially affect the Subscriber’s determinationobligations under this Agreement; and without limiting the generality of the foregoing, to fulfill the Company’s Obligations under this Agreement and the other Loan Documents. The Company hereby releases the Lender and each Lender and their respective officersexercise or not to exercise, employees and designees from any liabilities arising from any act or acts under this power of attorney and as it determines in furtherance thereof, whether of omission or commission, except as a result of the Lender’s or any of its officer’s, employee’s or designee’s own gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction. The Lender’s authority hereunder shall include, without limitationsole discretion, the authority to execute and give receipt for any certificate rights of ownership or any document, to transfer title to any item of Collateral and to take any other actions arising from or incident to termination in the powers granted to the Lender under this Agency Agreement. This power of attorney is irrevocable, is coupled with an interest and has been given for valuable consideration, the receipt and adequacy of which is irrevocable until acknowledged. This power of attorney and other rights and privileges granted under this section will survive any legal or mental incapacity, dissolution, bankruptcy or death of the Obligations Subscriber (and any Disclosed Beneficial Subscriber). This power of attorney extends to the heirs, executors, administrators, other legal representatives and successors, transferees and assigns of the Subscriber (and any Disclosed Beneficial Subscriber). Any person dealing with the Agents may conclusively presume and rely upon the fact that any document, instrument or agreement executed by the Agents pursuant to this power of attorney is authorized and binding on the Subscriber (and any Disclosed Beneficial Subscriber), without further inquiry. The Subscriber (and any Disclosed Beneficial Subscriber) agrees to be bound by any representations or actions made or taken by the Agents pursuant to this power of attorney, and waives any and all defences that may be available to contest, negate or disaffirm any action of the Agents taken in good faith under this power of attorney. Beneficial Subscribers Whether or not explicitly stated in this Agreement, any acknowledgement, representation, warranty, covenant or agreement made by the Subscriber in this Agreement, including the Schedules will be treated as if made by the Disclosed Beneficial Subscriber, if any. Schedules The following Schedules are repaid in full.incorporated into and form an integral part of this Agreement, and any reference to this Agreement includes the Schedules: Schedule "A" Term Sheet Schedule "B" TSX Venture Exchange Form 4C – Corporate Placee Information Form Schedule "C" United States Institutional Accredited Investor Certificate Schedule “D” Form of Declaration for Removal of Legend Interpretation

Power of Attorney. In addition to all Following an Event of Default and during the powers granted to the Lender hereundercontinuation thereof, Chapeau hereby irrevocably appoints the Company hereby irrevocably designates as Chapeau’s agent and appoints the Lender (and all persons designated by the Lender) as the Company’s true and lawful attorney-in-factfact to take any action necessary to preserve and protect the Collateral and the Company’s interests under the Loan Documents or to sign and file any document necessary to perfect the Company’s Liens. Without limiting the foregoing, the Company shall have the right at any time to take any of the following action, in its own name or in the name of Chapeau: (i) make written or verbal requests for verification of the validity, amount or any other matter relating to any Collateral from any Person, (ii) endorse Chapeau’s name on checks, instruments or other evidences of payment on Collateral, (iii) sign and authorizes the Lender (and its designees)file, in Chapeau’s name or in the Company’s or the Lender’s namename as secured party, to, at any time an Event proof of Default exists or has occurred and is continuing (i) demand payment on receivables claim or other Collateral, (ii) enforce payment document in any bankruptcy proceedings of receivables by legal proceedings any Account Debtor or otherwise, (iii) exercise all of the Company’s rights and remedies to collect any receivable or other obligor on Collateral, (iv) sell access, copy or assign utilize any receivable information recorded or other Collateral upon such terms, for such amount and at such time contained in any computer or times as data processing equipment or system maintained by Chapeau in respect of the Lender deems advisableCollateral, (v) open mail addressed to Chapeau and take possession of checks or other proceeds of Collateral for application in accordance with this Agreement, (vi) notify any or all Persons which the Company believes may be Account Debtors or obligors on Collateral to make payment directly to the Company, for the account of Chapeau, (vii) redirect the deposit and disposition of collections and proceeds of Collateral, provided, that such proceeds shall be applied to the Secured Obligations as provided by this Agreement, (viii) settle, adjust, compromise, compromise or discharge Accounts or extend or renew any receivabletime of payment upon such terms as the Company may reasonably determine, (viix) discharge and release any receivablenotify post office authorities, (vii) prepare, file and sign in the name of Chapeau or in the name of the Company’s name on any proof of claim in bankruptcy or other similar document against an account debtor or other obligor in respect of any receivables or other Collateral, (viii) notify the post office authorities as secured party, to change the address for delivery of remittances from account debtors or other obligors in respect of receivables or other proceeds of Collateral Chapeau’s mail to an address designated by the LenderCompany, and open and dispose of all mail addressed to the Company and handle and store all mail relating to the Collateral; (ix) make any payment or take any action necessary or desirable to protect or preserve any Collateral; and (x) do all acts sign Chapeau’s name on any invoice, xxxx of lading, warehouse receipt or other document of title relating to any Collateral and things which are necessary(xi) clear Inventory through customs in Chapeau’s name, in the LenderCompany’s determination, to fulfill name as secured party or in the name of the Company’s Obligations designee, and to sign and deliver to customs officials powers of attorney in Chapeau’s name for such purpose. The powers granted under this Agreement and the other Loan Documents. The Company hereby releases the Lender and each Lender and their respective officers, employees and designees from any liabilities arising from any act or acts under this power of attorney and in furtherance thereof, whether of omission or commission, except as a result of the Lender’s or any of its officer’s, employee’s or designee’s own gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction. The Lender’s authority hereunder shall include, without limitation, the authority to execute and give receipt for any certificate of ownership or any document, to transfer title to any item of Collateral and to take any other actions arising from or incident to the powers granted to the Lender under this Agreement. This power of attorney is Section 5.7 are coupled with an interest and is are irrevocable until the all Secured Obligations are repaid have been paid in full. Costs and expenses incurred by the Company in connection with any of such actions by the Company, including reasonable attorneys’ fees and reasonable out-of-pocket expenses, shall be reimbursed to the Company on demand.

Power of Attorney. In addition to all of the powers granted to the Lender hereunder, the Company Each Borrower and Guarantor hereby irrevocably designates and appoints the Lender Agent (and all persons designated by the LenderAgent) as the Companysuch Borrower’s and Guarantor’s true and lawful attorney-in-fact, and authorizes the Lender (and its designees)Agent, in the Companysuch Borrower’s, Guarantor’s or the LenderAgent’s name, to, : (a) at any time an Event of Default exists or has occurred and is continuing (i) demand payment on receivables Receivables or other Collateral, (ii) enforce payment of receivables Receivables by legal proceedings or otherwise, (iii) exercise all of the Companysuch Borrower’s or Guarantor’s rights and remedies to collect any receivable Receivable or other Collateral, (iv) sell or assign any receivable or other Collateral Receivable upon such terms, for such amount and at such time or times as the Lender Agent deems advisable, (v) settle, adjust, compromise, extend or renew any receivablean Account, (vi) discharge and release any receivableReceivable, (vii) prepare, file and sign the Companysuch Borrower’s or Guarantor’s name on any proof of claim in bankruptcy or other similar document against an account debtor or other obligor in respect of any receivables Receivables or other Collateral, (viii) notify the post office authorities to change the address for delivery of remittances from account debtors or other obligors in respect of receivables Receivables or other proceeds of Collateral to an address designated by the LenderAgent, and open and dispose of all mail addressed to the Company such Borrower or Guarantor and handle and store all mail relating to the Collateral; , (ix) make endorse such Borrower’s or Guarantor’s name upon any payment chattel paper, document, instrument, invoice, or take similar document or agreement relating to any action necessary Receivable or desirable to protect any goods pertaining thereto or preserve any other Collateral; , including any warehouse or other receipts, or bills of lading and other negotiable or non-negotiable documents, and (x) do all acts and things which are necessary, in the LenderAgent’s determination, to fulfill the Companysuch Borrower’s Obligations or Guarantor’s obligations under this Agreement and the other Loan DocumentsFinancing Agreements, and (b) at any time to (i) take control in any manner of any item of payment in respect of Receivables or constituting Collateral if a Cash Dominion Period exists or any items or payment constituting Collateral is otherwise received in or for deposit in the Blocked Accounts or otherwise received by Agent or any Lender, (ii) if a Cash Dominion Period exists, have access to any lockbox or postal box into which remittances from account debtors or other obligors in respect of Receivables or other proceeds of Collateral are sent or received, (iii) if a Cash Dominion Period exists, endorse such Borrower’s or Guarantor’s name upon any items of payment in respect of Receivables or constituting Collateral or otherwise received by Agent and any Lender and deposit the same in Agent’s account for application to the Obligations, (iv) clear Inventory the purchase of which was financed with Letter of Credit Accommodations through U.S. Customs or foreign export control authorities in such Borrower’s or Guarantor’s name, Agent’s name or the name of Agent’s designee, and to sign and deliver to customs officials powers of attorney in such Borrower’s or Guarantor’s name for such purpose, and to complete in such Borrower’s or Guarantor’s or Agent’s name, any order, sale or transaction, obtain the necessary documents in connection therewith and collect the proceeds thereof, and (v) sign such Borrower’s or Guarantor’s name on any verification of Receivables and notices thereof to account debtors or any secondary obligors or other obligors in respect thereof. The Company Each Borrower and Guarantor hereby releases the Lender Agent and each Lender Lenders and their respective officers, employees and designees from any liabilities arising from any act or acts under this power of attorney and in furtherance thereof, whether of omission or commission, except as a result of the LenderAgent’s or any of its officer’s, employee’s or designee’s Lender’ s own gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction. The Lender’s authority hereunder shall include, without limitation, the authority to execute and give receipt for any certificate of ownership or any document, to transfer title to any item of Collateral and to take any other actions arising from or incident to the powers granted to the Lender under this Agreement. This power of attorney is coupled with an interest and is irrevocable until the Obligations are repaid in full.

Power of Attorney. In addition to all of the powers granted to the Lender hereunder, the Company Borrower hereby irrevocably designates and appoints the ------------------ Lender (and all persons designated by the Lender) as the Company’s Borrower's true and lawful attorney-in-fact, and authorizes the Lender (and its designees)Lender, in the Company’s Borrower's or the Lender’s 's name, to, : (a) at any time an Event of Default or act, condition or event which with notice or passage of time or both would constitute an Event of Default exists or has occurred and is continuing (i) demand payment on receivables Receivables or other Collateral, (ii) enforce payment of receivables Receivables by legal proceedings or otherwise, (iii) exercise all of the Company’s Borrower's rights and remedies to collect any receivable Receivable or other Collateral, (iv) sell or assign any receivable or other Collateral Receivable upon such terms, for such amount and at such time or times as the Lender deems advisable, (v) settle, adjust, compromise, extend or renew any receivablean Account, (vi) discharge and release any receivableReceivable, (vii) prepare, file and sign the Company’s Borrower's name on any proof of claim in bankruptcy or other similar document against an account debtor or other obligor in respect of any receivables Receivables or other Collateral, (viii) notify the post office authorities to change the address for delivery of remittances from account debtors or other obligors in respect of receivables Receivables or other proceeds of Collateral to an address designated by the Lender, and open and dispose of all mail addressed to the Company Borrower and handle and store all mail relating to the Collateral; and (ix) make any payment or take any action necessary or desirable to protect or preserve any Collateral; and (x) do all acts and things which are necessary, in the Lender’s 's determination, to fulfill the Company’s Obligations Borrower's obligations under this Agreement and the other Loan DocumentsFinancing Agreements and (b) at any time to (i) take control in any manner of any item of payment in respect of Receivables or constituting Collateral or otherwise received in or for deposit in the Blocked Accounts or otherwise received by Lender, (ii) have access to any lockbox or postal box into which remittances from account debtors or other obligors in respect of Receivables or other proceeds of Collateral are sent or received, (iii) endorse Borrower's name upon any items of payment in respect of Receivables or constituting Collateral or otherwise received by Lender and deposit the same in Lender's account for application to the Obligations, (iv) endorse Borrower's name upon any chattel paper, document, instrument, invoice, or similar document or agreement relating to any Receivable or any goods pertaining thereto or any other Collateral, including any warehouse or other receipts, or bills of lading and other negotiable or non-negotiable documents, (v) clear Inventory the purchase of which was financed with Letter of Credit Accommodations through U.S. Customs in Borrower's name, Lender's name or the name of Lender's designee, and to sign and deliver to customs officials powers of attorney in Borrower's name for such purpose, and to complete in Borrower's or Lender's name, any order, sale or transaction, obtain the necessary documents in connection therewith and collect the proceeds thereof, (vi) sign Borrower's name on any verification of Receivables and notices thereof to account debtors or other obligors in respect thereof and (vii) execute in Borrower's name and file any UCC financing statements or amendments thereto. The Company Borrower hereby releases the Lender and each Lender and their respective its officers, employees and designees from any liabilities arising from any act or acts under this power of attorney and in furtherance thereof, whether of omission or commission, except as a result of the Lender’s or any of its officer’s, employee’s or designee’s 's own gross negligence or willful wilful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction. The Lender’s authority hereunder shall include, without limitation, the authority to execute and give receipt for any certificate of ownership or any document, to transfer title to any item of Collateral and to take any other actions arising from or incident to the powers granted to the Lender under this Agreement. This power of attorney is coupled with an interest and is irrevocable until the Obligations are repaid in full.

Power of Attorney. In addition to all of the powers granted to the Lender hereunder, the Company Each Borrower hereby irrevocably designates and appoints the Lender (and all persons designated by the Lender) as the Company’s such Borrower's true and lawful attorney-in-fact, and authorizes the Lender (and its designees)Lender, in the Company’s such Borrower's or the Lender’s 's name, to, : (a) at any time an Event of Default exists or has occurred and is continuing (i) demand payment on receivables Receivables or other Collateral, (ii) enforce payment of receivables Receivables by legal proceedings or otherwise, (iii) exercise all of the Company’s such Borrower's rights and remedies to collect any receivable Receivable or other Collateral, (iv) sell or assign any receivable or other Collateral Receivable upon such terms, for such amount and at such time or times as the Lender deems advisable, (v) settle, adjust, compromise, extend or renew any receivablean Account, (vi) discharge and release any receivableReceivable, (vii) prepare, file and sign the Company’s such Borrower's name on any proof of claim in bankruptcy or other similar document against an account debtor or other obligor in respect of any receivables Receivables or other Collateral, (viii) notify the post office authorities to change the address for delivery of remittances from account debtors or other obligors in respect of receivables Receivables or other proceeds of Collateral to an address designated by the Lender, and open and dispose of all mail addressed to the Company such Borrower and handle and store all mail relating to the Collateral; , provided that Lender shall return to such Borrower all other such mail not related to the Collateral within a reasonable time after its receipt thereof, and (ix) make any payment or take any action necessary or desirable to protect or preserve any Collateral; and (x) do all acts and things which are necessary, in the Lender’s 's determination, to fulfill the Company’s Obligations such Borrower's obligations under this Agreement and the other Loan DocumentsFinancing Agreements, (b) at any time after Lender is entitled to exercise control over Blocked Accounts or to receive payments on and/or proceeds of Accounts pursuant to Section 6.3(d), (i) take control in any manner of any item of payment in respect of Receivables or constituting Collateral or otherwise received in or for deposit in the Blocked Accounts or otherwise received by Lender, (ii) have access to any lockbox or postal box into which remittances from account debtors or other obligors in respect of Receivables or other proceeds of Collateral are sent or received, (iii) endorse such Borrower's name upon any items of payment in respect of Receivables or constituting Collateral or otherwise received by Lender and deposit the same in Lender's account for application to the Obligations, (iv) endorse such Borrower's name upon any chattel paper, document, instrument, invoice, or similar document or agreement relating to any Receivable or any goods pertaining thereto or any other Collateral, including any warehouse or other receipts, or bills of lading and other negotiable or non-negotiable documents, (v) clear Inventory the purchase of which was financed with a Letter of Credit through U.S. Customs or foreign export control authorities in such Borrower's name, Lender's name or the name of Lender's designee, and to sign and deliver to customs officials powers of attorney in such Borrower's name for such purpose, and to complete in such Borrower's or Lender's name, any order, sale or transaction, obtain the necessary documents in connection therewith and collect the proceeds thereof, and (c) at any time, sign such Borrower's name on any verification of Receivables and notices thereof to account debtors or any secondary obligors or other obligors in respect thereof, provided that, unless an Event of Default has occurred and is continuing, any such notice shall be in form and substance reasonably satisfactory to Borrowers and Lender. The Company Each Borrower hereby releases the Lender and each Lender and their respective its officers, employees and designees from any liabilities arising from any act or acts under this power of attorney and in furtherance thereof, whether of omission or commission, except as a result of the Lender’s or any of its officer’s, employee’s or designee’s 's own gross negligence or willful misconduct as determined pursuant to a final non-appealable order or the gross negligence or willful misconduct of a court of competent jurisdiction. The Lender’s authority hereunder shall include's officers, without limitation, the authority to execute and give receipt for any certificate of ownership employees or any document, to transfer title to any item of Collateral and to take any other actions arising from or incident to the powers granted to the Lender under this Agreement. This power of attorney is coupled with an interest and is irrevocable until the Obligations are repaid in fulldesignees.

Power of Attorney. In addition to all of the powers granted Subject to the Lender hereunderterms and conditions set forth herein, the Ceding Company hereby irrevocably designates appoints and appoints names the Lender (Reinsurer, acting through its authorized officers and all persons designated by the Lender) employees, as the Ceding Company’s true and exclusive lawful attorney-in-fact, from and authorizes after the Lender Closing Date, (a) to do any and its designees)all lawful acts that the Ceding Company might have done with respect to the Reinsured Policies, in the Company’s or the Lender’s name, to, at any time an Event of Default exists or has occurred and is continuing (b) to proceed by all lawful means (i) demand payment on receivables or other Collateralto perform any and all of the Ceding Company’s obligations with respect to the Reinsured Policies, (ii) subject to the limitations set forth in Article V, to enforce payment any right and defend (in the name of receivables by legal proceedings the Ceding Company, when necessary) against any Liability arising from or otherwiserelating to the Reinsured Policies, (iii) exercise all to enforce any right and defend (in the name of the Ceding Company’s rights and remedies , when necessary) any Action arising from or relating to collect the Reinsured Policies, including initiating such Actions to enforce any receivable or other Collateralright relating to the Reinsured Policies, (iv) sell to collect any and all Recoveries and other sums due or assign any receivable or other Collateral upon such terms, for such amount and at such time or times as payable in respect of the Lender deems advisableReinsured Policies, (v) settleto sign (in the Ceding Company’s name, adjustwhen necessary) vouchers, compromisereceipts, extend or renew releases and other papers in connection with any receivableof the foregoing matters, (vi) discharge and release any receivableto take actions necessary, as may be reasonably determined by the Reinsurer, to maintain the Reinsured Policies in compliance with Applicable Law; (vii) prepare, file to make rate and sign form filings to the Company’s name on any proof of claim in bankruptcy or other similar document against an account debtor or other obligor in respect of any receivables or other Collateral, extent permitted under Section 2.8(c); and (viii) notify to do everything lawful in connection with the post office authorities to change satisfaction of the address for delivery Reinsurer’s obligations and the exercise of remittances from account debtors or other obligors its rights under this Agreement, but in respect of receivables or other proceeds of Collateral to an address designated by the Lender, and open and dispose of all mail addressed cases only to the Company extent of the rights and handle and store all mail relating authority granted to the Collateral; (ix) make any payment or take any action necessary or desirable Reinsurer pursuant to protect or preserve any Collateral; and (x) do all acts and things which are necessary, in the Lender’s determination, to fulfill the Company’s Obligations under this Agreement and in accordance with the other Loan Documentsterms hereof. The In order to assist the Reinsurer in the performance of the Services hereunder, as reasonably requested by the Reinsurer in writing from time to time, the Ceding Company hereby releases shall execute and deliver to the Lender and each Lender and their respective officers, employees and designees from any liabilities arising from any act or acts under this power Reinsurer written powers of attorney and in furtherance thereofor other documents that are necessary or appropriate for the Reinsurer to carry out the objectives of this Article IV, whether including delivering to the Reinsurer evidence of omission or commission, except as a result its appointment of the Lender’s Reinsurer as its attorney-in-fact with respect to all matters required, necessary or any of its officer’s, employee’s or designee’s own gross negligence or willful misconduct as determined pursuant appropriate to a final non-appealable order of a court of competent jurisdictionadminister the Reinsured Policies. The Lender’s authority hereunder shall include, without limitation, the authority to execute and give receipt for any certificate of ownership or any document, to transfer title to any item of Collateral and to take any other actions arising from or incident to the powers granted to the Lender under this Agreement. This power of attorney is coupled with an interest and is irrevocable until the Obligations are repaid in fullSection 4.3.

Power of Attorney. In addition to all of the powers granted to the Lender hereunder, the Company Each Borrower and Guarantor hereby irrevocably designates and appoints the Lender Administrative Agent (and all persons designated by the LenderAdministrative Agent) as the Companysuch Borrower’s and Guarantor’s true and lawful attorney-in-fact, and authorizes the Lender (and its designees)Administrative Agent, in the Companysuch Borrower’s, Guarantor’s or the LenderAdministrative Agent’s name, to, : (a) at any time an Event of Default exists or has occurred and is continuing (i) demand payment on receivables Receivables or other Collateral, (ii) enforce payment of receivables Receivables by legal proceedings or otherwise, (iii) exercise all of the Companysuch Borrower’s or Guarantor’s rights and remedies to collect any receivable Receivable or other Collateral, (iv) sell or assign any receivable or other Collateral Receivable upon such terms, for such amount and at such time or times as the Lender Administrative Agent deems advisable, (v) settle, adjust, compromise, extend or renew any receivablean Account, (vi) discharge and release any receivableReceivable, (vii) prepare, file and sign the Companysuch Borrower’s or Guarantor’s name on any proof of claim in bankruptcy or other similar document against an account debtor or other obligor in respect of any receivables Receivables or other Collateral, (viii) notify the post office authorities to change the address for delivery of remittances from account debtors or other obligors in respect of receivables Receivables or other proceeds of Collateral to an address designated by the LenderAdministrative Agent, and open and dispose of all mail addressed to the Company such Borrower or Guarantor and handle and store all mail relating to the Collateral endorse such Borrower’s or Guarantor’s name upon any chattel paper, document, instrument, invoice, or similar document or agreement relating to any Receivable or any goods pertaining thereto or any other Collateral; , including any warehouse or other receipts, or bills of lading and other negotiable or non- negotiable documents, (ix) make clear Inventory the purchase of which was financed with a Letter of Credit through U.S. Customs or foreign export control authorities in such Borrower’s or Guarantor’s name Administrative Agent’s name or the name of Administrative Agent’s designee, and to sign and deliver to customs officials powers of attorney in such Borrower’s or Guarantor’s name for such purpose, and to complete in such Borrower’s or Guarantor’s or Administrative Agent’s name, any payment order, sale or take any action transaction, obtain the necessary or desirable to protect or preserve any Collateraldocuments in connection therewith and collect the proceeds thereof; and (x) do all acts and things which are necessary, in the LenderAdministrative Agent’s reasonable determination, to fulfill the Companysuch Borrower’s Obligations or Guarantor’s obligations under this Agreement and the other Loan DocumentsFinancing Agreements and (b) at any time that a Cash Management Event shall have occurred and be continuing, to (i) take control in any manner of any item of payment in respect of Receivables or constituting Collateral or otherwise received in or for deposit in the Blocked Accounts or otherwise received by Administrative Agent or any Lender, (ii) have access to any lockbox or postal box into which remittances from account debtors or other obligors in respect of Receivables or other proceeds of Collateral are sent or received, (iii) endorse such Borrower’s or Guarantor’s name upon any items of payment in respect of Receivables or constituting Collateral or otherwise received by Administrative Agent and any Lender and deposit the same in Administrative Agent’s account for application to the Obligations, and (iv) sign such Borrower’s or Guarantor’s name on any verification of Receivables and notices thereof to account debtors or any secondary obligors or other obligors in respect thereof. The Company Each Borrower and Guarantor hereby releases the Lender Administrative Agent and each Lender Lenders and their respective officers, employees and designees from any liabilities arising from any act or acts under this power of attorney and in furtherance thereof, whether of omission or commission, except as a result of the LenderAdministrative Agent’s or any of its officer’s, employee’s or designeeLender’s own gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction. The Lender’s authority hereunder shall include, without limitation, the authority to execute and give receipt for any certificate of ownership or any document, to transfer title to any item of Collateral and to take any other actions arising from or incident to the powers granted to the Lender under this Agreement. This power of attorney is coupled with an interest and is irrevocable until the Obligations are repaid in full.

Power of Attorney. In addition to all of the powers granted Subject to the Lender hereunderterms and conditions herein, the Company hereby irrevocably designates appoints and appoints names the Lender (Administrator, acting through its authorized officers and all persons designated by the Lender) employees, as the Company’s true and lawful attorney-in-fact, from and authorizes after the Lender Effective Date for so long as the Administrator is authorized to perform the Services and solely to the extent necessary to provide the Services, (a) to do any and its designees)all lawful acts that the Company might have done with respect to the Administered Business, in the Company’s or the Lender’s name, to, at any time an Event of Default exists or has occurred and is continuing (b) to proceed by all lawful means (i) demand payment on receivables or other Collateral, (ii) enforce payment of receivables by legal proceedings or otherwise, (iii) exercise to perform any and all of the Company’s rights obligations with respect to the Administered Business, (ii) to enforce any right and remedies defend (in the name of the Company, when necessary) against any liability arising with respect to collect the Administered Business, (iii) to sux xr defend (in the name of the Company, when necessary) any receivable Action arising from or other Collateralrelating to the Administered Business, (iv) sell to collect any and all sums due or assign any receivable or other Collateral upon such terms, for such amount and at such time or times as payable to the Lender deems advisableCompany in respect of the Administered Business, (v) settleto collect any and all Recoveries due or payable under or relating to the Covered Insurance Policies, adjustthe Separate Accounts, compromise, extend the portion of the Shared Separate Account that relates to the Covered Insurance Policies or renew any receivable, the Existing Reinsurance Agreements with respect to the Covered Insurance Policies; (vi) discharge to sign (in the Company’s name, when necessary) vouchers, receipts, releases and release other papers in connection with any receivableof the foregoing matters, (vii) prepare, file to enforce the rights and sign perform the Company’s name on any proof obligations of claim in bankruptcy or other similar document against an account debtor or other obligor in respect of any receivables or other Collateral, the Company under the Servicing Agreements and the In-Force Retail Sales Agreement; (viii) notify the post office authorities to change the address for delivery of remittances from account debtors or other obligors in respect of receivables or other proceeds of Collateral to an address designated take actions necessary, as may be reasonably determined by the LenderAdministrator, and open and dispose to maintain the Covered Insurance Policies, the Separate Accounts, the portion of all mail addressed the Shared Separate Account that relate to the Company Covered Insurance Policies and handle and store all mail relating the portions of the Existing Reinsurance Agreements that relate to the CollateralCovered Insurance Policies in compliance with Applicable Law; (viii) to request rate and form changes for the Covered Insurance Policies pursuant to Sections 3.5 and 3.8 hereof; and (ix) make any payment or take any action necessary or desirable to protect or preserve any Collateral; and (x) do all acts and things which are necessary, everything lawful in connection with the Lendersatisfaction of the Administrator’s determination, to fulfill the Company’s Obligations under this Agreement obligations and the other Loan Documents. The Company hereby releases the Lender and each Lender and their respective officers, employees and designees from any liabilities arising from any act or acts under this power of attorney and in furtherance thereof, whether of omission or commission, except as a result of the Lender’s or any exercise of its officer’s, employee’s or designee’s own gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction. The Lender’s authority hereunder shall include, without limitation, the authority to execute and give receipt for any certificate of ownership or any document, to transfer title to any item of Collateral and to take any other actions arising from or incident to the powers granted to the Lender rights under this Agreement. This power of attorney is coupled with an interest and is irrevocable until the Obligations are repaid in full.

Power of Attorney. In addition to all of the powers granted to the Lender hereunder, the Company Each Borrower and Guarantor hereby irrevocably designates and appoints the Lender Agent (and all persons designated by the LenderAgent) as the Companysuch Borrower’s and Guarantor’s true and lawful attorney-in-fact, and authorizes the Lender (and its designees)Agent, in the Companysuch Borrower’s, Guarantor’s or the LenderAgent’s name, to, : (a) at any time an Event of Default exists or has occurred and is continuing (i) demand payment on receivables Receivables or other Collateral, (ii) enforce payment of receivables Receivables by legal proceedings or otherwise, (iii) exercise all of the Companysuch Borrower’s or Guarantor’s rights and remedies to collect any receivable Receivable or other Collateral, (iv) sell or assign any receivable or other Collateral Receivable upon such terms, for such amount and at such time or times as the Lender Agent (acting at the direction of the Required Lenders) deems advisable, (v) settle, adjust, compromise, extend or renew any receivablean Account, (vi) discharge and release any receivableReceivable, (vii) prepare, file and sign the Companysuch Borrower’s or Guarantor’s name on any proof of claim in bankruptcy or other similar document against an account debtor or other obligor in respect of any receivables Receivables or other Collateral, (viii) notify the post office authorities to change the address for delivery of remittances from account debtors or other obligors in respect of receivables Receivables or other proceeds of Collateral to an address designated by the LenderAgent, and open and dispose of all mail addressed to the Company such Borrower or Guarantor and handle and store all mail relating to the Collateral; and (ix) make any payment or take any action necessary or desirable to protect or preserve any Collateral; and (x) do all acts and things which are necessary, in the LenderAgent’s good faith determination, to fulfill the Companysuch Borrower’s Obligations or Guarantor’s obligations under this Agreement and the other Loan DocumentsFinancing Agreements and (b) at any time after an Event of Default has occurred and is continuing to (i) take control in any manner of any item of payment in respect of Receivables or constituting Collateral or otherwise received in or for deposit in the Blocked Accounts or otherwise received by Agent or any Lender as Collateral, (ii) have access to any lockbox or postal box into which remittances from account debtors or other obligors in respect of Receivables or other proceeds of Collateral are sent or received while an Event of Default exists or has occurred and is continuing, (iii) take control of any item of payment constituting Collateral that is received by Agent or any Lender in accordance with the terms hereof, (iv) endorse such Borrower’s or Guarantor’s name upon any items of payment in respect of Receivables or constituting Collateral or otherwise received by Agent and any Lender and deposit the same in Agent’s account for application to the Obligations, (v) endorse such Borrower’s or Guarantor’s name upon any chattel paper, document, instrument, invoice, or similar document or agreement relating to any Receivable or any goods pertaining thereto or any other Collateral, including any warehouse or other receipts, or bills of lading and other negotiable or non-negotiable documents, (vi) clear Inventory the purchase of which was financed with a letter of credit through U.S. Customs or foreign export control authorities in such Borrower’s or Guarantor’s name, Agent’s name or the name of Agent’s designee, and to sign and deliver to customs officials powers of attorney in such Borrower’s or Guarantor’s name for such purpose, and to complete in such Borrower’s or Guarantor’s or Agent’s name, any order, sale or transaction, obtain the necessary documents in connection therewith and collect the proceeds thereof, and (vii) sign such Borrower’s or Guarantor’s name on any verification of Receivables and notices thereof to account debtors or any secondary obligors or other obligors in respect thereof. The Company Each Borrower and Guarantor hereby releases the Lender Agent and each Lender Lenders and their respective officers, employees and designees from any liabilities arising from any act or acts under this power of attorney and in furtherance thereof, whether of omission or commission, except as a result of the LenderAgent’s or any of its officer’s, employee’s or designeeLender’s own gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction. The Lender’s authority hereunder shall include, without limitation, the authority to execute and give receipt for any certificate of ownership or any document, to transfer title to any item of Collateral and to take any other actions arising from or incident to the powers granted to the Lender under this Agreement. This power of attorney is coupled with an interest and is irrevocable until the Obligations are repaid in full.

Power of Attorney. In addition to all Effective as of the powers granted to the Lender hereunderTransfer Date, the Company applicable Selling Entities hereby irrevocably designates and appoints the Lender unconditionally constitute and appoint Purchaser (and all persons designated by its successors and permitted assigns) the Lender) as the Company’s true and lawful attorney-in-factattorneys of such Selling Entities in respect of the Business with full power of substitution on behalf of and for the benefit of Purchaser and at the expense of Purchaser, for and authorizes in the Lender name or otherwise on behalf of such Selling Entities, (a) to collect for the account of Purchaser all items hereby transferred to Purchaser (including the power to endorse checks and its designeesother instruments in connection therewith), (b) to institute and prosecute, in the Company’s or the Lender’s namename of such Selling Entities, to, at any time an Event of Default exists or has occurred and is continuing (i) demand payment on receivables or other Collateral, (ii) enforce payment of receivables by legal proceedings Purchaser or otherwise, (iii) exercise all of the Company’s rights and remedies to collect any receivable or other Collateral, (iv) sell or assign any receivable or other Collateral upon such terms, for such amount and at such time the expense of Purchaser, all proceedings which Purchaser may deem necessary or times as proper in order to collect, assert or enforce any claim, right or title of any kind in or to the Lender deems advisablePurchased Assets hereby sold, transferred or assigned to Purchaser, and (vc) settlesubject to the terms of Article 11, adjustto defend and compromise any and all actions, compromise, extend suits or renew any receivable, (vi) discharge and release any receivable, (vii) prepare, file and sign the Company’s name on any proof of claim in bankruptcy or other similar document against an account debtor or other obligor proceedings in respect of any receivables or other Collateral, (viii) notify the post office authorities to change the address for delivery of remittances from account debtors or other obligors in respect of receivables or other proceeds of Collateral to an address designated by the Lender, and open and dispose of all mail addressed to the Company and handle and store all mail relating to the Collateral; (ix) make any payment or take any action necessary or desirable to protect or preserve any Collateral; and (x) do all acts and things which are necessary, in the Lender’s determination, to fulfill the Company’s Obligations under this Agreement and the other Loan Documents. The Company hereby releases the Lender and each Lender and their respective officers, employees and designees from any liabilities arising from any act or acts under this power of attorney and in furtherance thereof, whether of omission or commission, except as a result of the Lender’s Purchased Assets hereby sold, transferred or any assigned to Purchaser. Each of its officer’s, employee’s or designee’s own gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction. The Lender’s authority hereunder shall include, without limitation, the authority to execute Selling Entities covenants and give receipt for any certificate of ownership or any document, to transfer title to any item of Collateral and to take any other actions arising from or incident to agrees that the foregoing powers granted to the Lender under this Agreement. This power of attorney is are coupled with an interest and is are and shall be irrevocable until by such Selling Entity. Each of the Obligations Selling Entities further covenants and agrees that Purchaser shall retain for its own account any amounts collected pursuant to the foregoing powers, including any sums payable as interest in respect thereof, and the Selling Entities covenant and agree to pay or deliver to Purchaser, when received by such Selling Entities, any amounts or property which may be received by such Selling Entities in respect of any of the Purchased Assets which are repaid in fullto be sold, transferred or assigned to Purchaser pursuant to this Agreement.

Power of Attorney. In addition to all of the powers granted to the Lender hereunderSenior Note Trustee pursuant to Article VI of the Senior Note Indenture and the Convertible Note Trustee pursuant to Article VI of the Convertible Note Indenture, the Leasing Company hereby irrevocably designates appoints and appoints constitutes the Lender (Collateral Agent and all persons designated by the Lender) Trustees, whether acting separately or jointly, as the Leasing Company’s true and lawful attorney's attorneys-in-fact, and authorizes the Lender (and its designees), in the Company’s or the Lender’s name, to, at any time an Event of Default exists or has occurred and is continuing (i) demand payment on receivables or other Collateral, (ii) enforce payment of receivables by legal proceedings or otherwise, (iii) fact to exercise all of the Company’s rights following powers upon and remedies at any time after the occurrence and during the continuance of an Event of Default: (i) collection of proceeds of any Collateral; (ii) conveyance of any item of Collateral to collect any receivable purchaser thereof; (iii) giving of any notices or other Collateral, recording of the security interest and the Liens under Section 6(d) hereof; (iv) sell making of any payments or assign taking any receivable or other Collateral upon such terms, for such amount acts under Section 9 hereof and at such time or times as the Lender deems advisable, (v) settle, adjust, compromise, extend paying or renew any receivable, (vi) discharge and release any receivable, (vii) prepare, file and sign discharging taxes or Liens levied or placed upon the Company’s name on any proof of claim in bankruptcy or other similar document against an account debtor or other obligor in respect of any receivables or other Collateral, (viii) notify the post office authorities legality or validity thereof and the amounts necessary to change discharge the address for delivery of remittances from account debtors or other obligors in respect of receivables or other proceeds of Collateral same to an address designated be determined by the LenderCollateral Agent in its sole discretion, and open and dispose such payments made by the Collateral Agent to become the Obligations of all mail addressed the Leasing Company to the Company Collateral Agent, due and handle and store all mail relating to the Collateral; (ix) make any payment or take any action necessary or desirable to protect or preserve any Collateral; and (x) do all acts and things which are necessary, in the Lender’s determination, to fulfill the Company’s Obligations under this Agreement and the other Loan Documentspayable immediately upon demand. The Company hereby releases the Lender and each Lender and their respective officers, employees and designees from any liabilities arising from any act or acts under this power of attorney and in furtherance thereof, whether of omission or commission, except as a result of the Lender’s or any of its officer’s, employee’s or designee’s own gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction. The Lender’s Collateral Agent's authority hereunder shall include, without limitation, the authority to endorse and negotiate any checks or instruments representing proceeds of Collateral in the name of the Leasing Company, to execute and give receipt for any certificate of ownership or any documentdocument constituting Collateral, to transfer title to any item of Collateral, to sign the Leasing Company's name on all financing statements (to the extent permitted by applicable law) or any other Senior Note Collateral Documents or other documents deemed necessary or appropriate by the Collateral Agent to preserve, protect or perfect the Liens in the Collateral and to file the same, to prepare, file and sign the Leasing Company's name on any notice of Lien, and to prepare, file and sign the Leasing Company's name on a proof of claim in bankruptcy or similar document against any customer of, or person obligated upon any Collateral to, the Leasing Company, and to take any other actions arising from or incident to the powers granted to the Lender under Collateral Agent in this Security Agreement. This power of attorney is coupled with an interest in the Trustees and in the Collateral Agent as agent on behalf of the Trustees and is irrevocable until by the Obligations are repaid in fullLeasing Company.

Power of Attorney. In addition to all of the powers granted to the Lender hereunder, the Company Borrower hereby irrevocably designates and appoints the Lender (and all persons designated by the Lender) as the Company’s Borrower's true and lawful attorney-in-fact, and authorizes the Lender (and its designees)Lender, in the Company’s Borrower's or the Lender’s 's name, to, : (a) at any time an Event of Default or event which with notice or passage of time or both would constitute an Event of Default exists or has occurred and is continuing (i) demand payment on receivables proceeds of Inventory or other Collateral, (ii) enforce payment of receivables proceeds of Inventory by legal proceedings or otherwise, (iii) exercise all of the Company’s Borrower's rights and remedies to collect any receivable proceeds of Inventory or other Collateral, (iv) sell or assign any receivable or other Collateral proceeds of Inventory upon such terms, for such amount and at such time or times as the Lender deems advisable, (v) settle, adjust, compromise, extend or renew any receivableclaim representing proceeds of Inventory, (vi) discharge and release any receivableclaim representing proceeds of Inventory, (vii) prepare, file and sign the Company’s Borrower's name on any proof of claim in bankruptcy or other similar document against an account debtor or other obligor in respect any party owing amounts representing the proceeds of any receivables or other Collateral, (viii) notify the post office authorities to change the address for delivery of remittances from account debtors or other obligors in respect of receivables or other proceeds of Collateral to an address designated by the Lender, and open and dispose of all mail addressed to the Company Borrower and handle and store all mail relating to the Collateral; , and (ix) make any payment or take any action necessary or desirable to protect or preserve any Collateral; and (x) do all acts and things which are necessary, in the Lender’s 's determination, to fulfill the Company’s Obligations Borrower's obligations under this Agreement and the other Loan DocumentsFinancing Agreements and (b) at any time to (i) take control in any manner of any item of payment or proceeds thereof constituting Collateral or otherwise received in or for deposit in the Congress Accounts or otherwise received by Lender, (ii) have access to any lockbox or postal box into which remittances from account debtors or other obligors in respect of proceeds of Collateral are sent or received, (iii) endorse Borrower's name upon any items of payment or proceeds thereof constituting Collateral or otherwise received by Lender and deposit the same in Lender's account for application to the Obligations, (iv) endorse Borrower's name upon any chattel paper, document, instrument, invoice, or similar document or agreement relating to any Inventory or any proceeds thereof or any other Collateral, including any warehouse or other receipts, or bills of lading and other negotiable or non-negotiable documents, and (v) execute in Borrower's name and file any UCC financing statements or amendments thereto. The Company Borrower hereby releases the Lender and each Lender and their respective its officers, employees and designees from any liabilities arising from any act or acts under this power of attorney and in furtherance thereof, whether of omission or commission, except as a result of the Lender’s or any of its officer’s, employee’s or designee’s 's own gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction. The Lender’s authority hereunder shall include, without limitation, the authority to execute and give receipt for any certificate of ownership or any document, to transfer title to any item of Collateral and to take any other actions arising from or incident to the powers granted to the Lender under this Agreement. This power of attorney is coupled with an interest and is irrevocable until the Obligations are repaid in full.

Power of Attorney. In addition to all of the powers granted to the Lender hereunder, the Company Each Borrower hereby irrevocably designates and appoints the Lender Agent (and all persons designated by the LenderAgent) as the Company’s such Borrower's true and lawful attorney-in-fact, and authorizes the Lender (and its designees)Agent, in the Company’s such Borrower's or the Lender’s Agent's name, to, : (a) at any time an Event of Default exists or has occurred and is continuing continuing, (i) demand payment on receivables Receivables or other proceeds of Inventory or other Collateral, (ii) enforce payment of receivables Receivables or other Collateral by legal proceedings or otherwise, (iii) exercise all of the Company’s such Borrower's rights and remedies to collect any receivable Receivables or other Collateral, (iv) sell or assign any receivable Receivables or other Collateral upon such terms, for such amount and at such time or times as the Lender Agent deems advisable, (v) settle, adjust, compromise, extend or renew any receivableReceivables, (vi) discharge and release any receivableReceivables, (vii) prepare, file and sign the Company’s such Borrower's name on any proof of claim in bankruptcy or other similar document in connection with the Collateral against an account debtor or other obligor in respect of any receivables or other Collateralthereof, (viii) notify the post office authorities to change the address for delivery of remittances from account debtors or other obligors in respect of receivables or Receivables and other proceeds of Collateral to an address designated by the LenderAgent, and open and dispose of all mail addressed to the Company such Borrower and handle and store all mail relating to any of the Collateral; Collateral and make available for Borrowers to obtain all other mail at the offices of Agent or such other reasonable location as Agent may specify for such purpose, and (ix) make any payment or take any action necessary or desirable to protect or preserve any Collateral; and (x) do all acts and things which are necessary, in the Lender’s Agent's good faith determination, to fulfill the Company’s Obligations such Borrower's obligations under this Agreement and the other Loan Documents. The Company hereby releases the Lender Financing Agreements and each Lender and their respective officers, employees and designees from (b) at any liabilities arising from time to (i) take control in any act or acts under this power manner of attorney and in furtherance thereof, whether of omission or commission, except as a result of the Lender’s or any of its officer’s, employee’s or designee’s own gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction. The Lender’s authority hereunder shall include, without limitation, the authority to execute and give receipt for any certificate of ownership or any document, to transfer title to any item of payment constituting Collateral or in respect of Collateral or proceeds thereof received in or for deposit in the Blocked Accounts or otherwise received by Agent or any Lender, (ii) have access to any lockbox or postal box into which such Borrower's mail relating to any of the Collateral or which Agent believes may be related to Collateral is deposited, (iii) endorse such Borrower's name upon any items of payment constituting Collateral or proceeds thereof at any time received by or on behalf of Agent or any Lender and deposit the same in Agent's or a Lender's account for application to the Obligations, (iv) endorse such Borrower's name upon any chattel paper, document, instrument, invoice, or similar document or agreement relating to any Account or any goods pertaining thereto or any other Collateral, (v) clear Inventory the purchase of which was financed with Letter of Credit Accommodations through US Customs, in such Borrower's name, Agent's name or the name of Agent's designee, and to take any other actions arising from or incident sign and deliver to the customs officials powers granted to the Lender under this Agreement. This power of attorney is coupled with an interest in such Borrower's name for such purpose, (vi) sign such Borrower's name on any verification of Accounts and is irrevocable until the Obligations are repaid notices thereof to account debtors and other obligors in full.respect