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

Agent Appointed Attorney-in-Fact. Each Grantor hereby designates and appoints the Administrative Agent, on behalf of the Secured Parties, and each of its designees or agents, as attorney-in-fact of such Grantor, irrevocably and with power of substitution, with authority to take any or all of the following actions upon the occurrence and during the continuance of an Event of Default until the Termination Date in accordance with the terms hereof: (a) to demand, collect, settle, compromise and adjust, and give discharges and releases concerning the Collateral, all as the Administrative Agent may deem reasonably appropriate; (b) to commence and prosecute any actions at any court for the purposes of collecting any of the Collateral and enforcing any other right in respect thereof; (c) to defend, settle or compromise any action brought in respect of the Collateral and, in connection therewith, give such discharge or release as the Administrative Agent may deem reasonably appropriate; (d) to pay or discharge taxes, liens, security interests or other encumbrances levied or placed on or threatened against the Collateral; (e) to direct any parties liable for any payment in connection with any of the Collateral to make payment of any and all monies due and to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct; (f) to receive payment of and receipt for any and all monies, claims, and other amounts due and to become due at any time in respect of or arising out of any Collateral; (g) to sign and endorse any drafts, assignments, proxies, stock powers, verifications, notices and other documents relating to the Collateral; (h) to execute and deliver all assignments, conveyances, statements, financing statements, renewal financing statements, security and pledge agreements, affidavits, notices and other agreements, instruments and documents that the Administrative Agent may deem reasonably appropriate in order to perfect and maintain the security interests and liens granted in this Agreement and in order to fully consummate all of the transactions contemplated therein; (i) to exchange any of the Collateral or other property upon any merger, consolidation, reorganization, recapitalization or other readjustment of the issuer thereof and, in connection therewith, deposit any of the Collateral with any committee, depository, transfer agent, registrar or other designated agency upon such terms as the Administrative Agent may deem reasonably appropriate; (j) to vote for a shareholder or member resolution, or to sign an instrument in writing, sanctioning the transfer of any or all of the Collateral into the name of the Administrative Agent or one or more of the Secured Parties or into the name of any transferee to whom the Collateral or any part thereof may be sold pursuant to Article VI hereof; and (k) to perform the affirmative obligations of such Grantor hereunder. This power of attorney is a power coupled with an interest and shall be irrevocable for so long as any of the Obligations (other than contingent indemnification obligations for which no claim has been asserted) shall remain outstanding and until all of the commitments relating thereto shall have been terminated. The Administrative Agent shall be under no duty to exercise or withhold the exercise of any of the rights, powers, privileges and options expressly or implicitly granted to the Administrative Agent in this Agreement, and shall not be liable for any failure to do so or any delay in doing so. The Administrative Agent shall not be liable for any act or omission or for any error of judgment or any mistake of fact or law in its individual capacity or its capacity as attorney-in-fact except acts or omissions resulting from its gross negligence or willful misconduct. This power of attorney is conferred on the Administrative Agent solely to protect, preserve and realize upon its security interest in the Collateral.

Agent Appointed Attorney-in-Fact. Each Grantor (a) Effective only upon an Event of Default (unless such Event of Default is waived in writing by the Pledgee), the Pledgors hereby designates and appoints the Administrative Agent, on behalf of Agent as the Secured Parties, and each of its designees or agents, as Pledgors’ attorney-in-fact fact, with full authority in the place and stead of, and in the name of, the Pledgors or otherwise, from time to time in the Agent's discretion to take any action and to execute any instrument which the Agent may deem necessary or desirable to accomplish the purposes of such Grantorthis Agreement, irrevocably including, without limitation, to receive, endorse and collect all instruments made payable to the Pledgors representing any dividend, interest payment or other distribution in respect of the Pledged Collateral or any part thereof and to give full discharge for the same. (b) Each Pledgor, severally and not jointly, authorizes the Agent, and do hereby make, constitute and appoint the Agent and its respective officers, agents, successors or assigns with full power of substitution, as the Pledgors’ true and lawful attorney-in-fact, with authority to take any or all power, in the name of the following actions upon Pledgee or the Pledgors, after the occurrence and during the continuance of an Event of Default until the Termination Date in accordance with the terms hereof: Default, (ai) to demandendorse any checks, collectdrafts, settle, compromise and adjust, and give discharges and releases concerning the Collateral, all as the Administrative Agent may deem reasonably appropriate; money orders or other instruments of payment (b) to commence and prosecute any actions at any court for the purposes of collecting any of the Collateral and enforcing any other right including payments payable under or in respect thereof; (cof any policy of insurance) to defend, settle or compromise any action brought in respect of the Pledged Collateral andthat may come into possession of the Pledgee; (ii) to sign and endorse any financing statement pursuant to the UCC or any invoice, freight or express ▇▇▇▇, ▇▇▇▇ of lading, storage or warehouse receipts, drafts against Pledgors, assignments, verifications and notices in connection therewithwith accounts, give such discharge or release as and other documents relating to the Administrative Agent may deem reasonably appropriate; Pledged Collateral; (diii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Pledged Collateral; ; (eiv) to direct any parties liable demand, collect, receipt for, compromise, settle and ▇▇▇ for any payment in connection with any of the Collateral to make payment of any and all monies due and to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct; (f) to receive payment of and receipt for any and all monies, claims, and other amounts due and to become due at any time in respect of the Pledged Collateral; (v) generally to do, at the option of the Pledgee, and at the expense of the Pledgors, severally and jointly, at any time, or arising out of any Collateral; (g) from time to sign time, all acts and endorse any draftsthings which the Pledgee deem necessary to protect, assignments, proxies, stock powers, verifications, notices preserve and other documents relating to realize upon the Collateral; (h) to execute Pledged Collateral and deliver all assignments, conveyances, statements, financing statements, renewal financing statements, security and pledge agreements, affidavits, notices and other agreements, instruments and documents that the Administrative Agent may deem reasonably appropriate Security Interest granted herein in order to perfect and maintain effect the security interests and liens granted in intent of this Agreement all as fully and effectually as the Pledgors might or could do; and (vi) in order to fully consummate all the event of the transactions contemplated therein; (i) to exchange any of the Collateral or other property upon any merger, consolidation, reorganization, recapitalization or other readjustment of the issuer thereof and, in connection therewith, deposit any of the Collateral with any committee, depository, transfer agent, registrar or other designated agency upon such terms as the Administrative Agent may deem reasonably appropriate; (j) to vote for a shareholder or member resolution, or to sign an instrument in writing, sanctioning the transfer of any or all of the Collateral into the name of the Administrative Agent or one or more of the Secured Parties or into the name of any transferee to whom the Collateral or any part thereof may be sold pursuant to Article VI hereof; and (k) to perform the affirmative obligations bankruptcy of such Grantor hereunderPledgor, to appoint a receiver or equivalent person to ▇▇▇▇▇▇▇▇ such Pledgor’s assets, and such Pledgor hereby ratifies all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable for so the term of this Agreement and thereafter as long as any of the Obligations (other than contingent indemnification obligations for which no claim has been asserted) shall remain outstanding and until all of the commitments relating thereto shall have been terminated. The Administrative Agent shall be under no duty to exercise or withhold outstanding. (c) Each Pledgor hereby irrevocably appoints the exercise of any of the rights, powers, privileges and options expressly or implicitly granted to the Administrative Agent in this Agreement, and shall not be liable for any failure to do so or any delay in doing so. The Administrative Agent shall not be liable for any act or omission or for any error of judgment or any mistake of fact or law in its individual capacity or its capacity as such Pledgor’s attorney-in-fact except acts or omissions resulting from its gross negligence or willful misconduct. This power of attorney is conferred on the Administrative Agent solely to protectfact, preserve and realize upon its security interest with full authority in the Collateralplace and stead of such Pledgor and in the name of such Pledgor, from time to time in the Agent’s discretion, to file in its sole discretion, of one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of such Pledgor where permitted by law.

Agent Appointed Attorney-in-Fact. Each Grantor Subject to the terms of the Second Lien Intercreditor Agreement, each Pledgor hereby designates and appoints the Administrative Agent, on behalf of Agent the Secured Parties, and each of its designees or agents, as attorney-in-fact of such GrantorPledgor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Agent may deem necessary or advisable to accomplish the purposes hereof, irrevocably which appointment is irrevocable and coupled with power an interest until the earlier of substitution, with authority to take any or all (a) payment in full in cash of the following actions Secured Obligations (in each case other than obligations backstopped by letters of credit, contingent or unliquidated obligations or liabilities not then due) and (b) upon the termination and release of the pledges made by the Pledgors herein and all other security interests granted hereby. Without limiting the generality of the foregoing, subject to applicable Gaming Laws and the Second Lien Intercreditor Agreement, the Agent shall have the right, upon the occurrence and during the continuance of an Event of Default until Default, with full power of substitution either in the Termination Date Agent’s name or in accordance with the terms hereof: name of such Pledgor, (a) to receive, endorse, assign or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof, (b) to demand, collect, settlereceive payment of, compromise and adjust, give receipt for and give discharges and releases concerning of all or any of the Collateral; (c) to ask for, demand, ▇▇▇ for, collect, receive and give acquittance for any and all as moneys due or to become due under and by virtue of any Collateral; (d) to sign the Administrative Agent may deem reasonably appropriate; name of any Pledgor on any invoice or ▇▇▇▇ of lading relating to any of the Collateral; (be) to send verifications of Accounts to any Account Debtor; (f) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court for the purposes of collecting any of the Collateral and enforcing any other right in respect thereof; (c) competent jurisdiction to defend, settle collect or compromise any action brought in respect of the Collateral and, in connection therewith, give such discharge otherwise realize on all or release as the Administrative Agent may deem reasonably appropriate; (d) to pay or discharge taxes, liens, security interests or other encumbrances levied or placed on or threatened against the Collateral; (e) to direct any parties liable for any payment in connection with any of the Collateral to make payment of any and all monies due and to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct; (f) to receive payment of and receipt for any and all monies, claims, and other amounts due and to become due at any time in respect of or arising out of any Collateral; (g) to sign and endorse any drafts, assignments, proxies, stock powers, verifications, notices and other documents relating to the Collateral; (h) to execute and deliver all assignments, conveyances, statements, financing statements, renewal financing statements, security and pledge agreements, affidavits, notices and other agreements, instruments and documents that the Administrative Agent may deem reasonably appropriate in order to perfect and maintain the security interests and liens granted in this Agreement and in order to fully consummate all of the transactions contemplated therein; (i) to exchange any of the Collateral or other property upon to enforce any mergerrights in respect of any Collateral; (g) to settle, consolidationcompromise, reorganizationcompound, recapitalization adjust or other readjustment of the issuer thereof anddefend any actions, in connection therewith, deposit suits or proceedings relating to all or any of the Collateral with any committee, depository, transfer agent, registrar or other designated agency upon such terms as the Administrative Agent may deem reasonably appropriate; Collateral; (jh) to vote for a shareholder or member resolutionnotify, or to sign an instrument in writingrequire any Pledgor to notify, sanctioning Account Debtors to make payment directly to the transfer Agent; and (i) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of any or the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Agent were the absolute owner of the Collateral into for all purposes; provided that nothing herein contained shall be construed as requiring or obligating the name of Agent to make any commitment or to make any inquiry as to the Administrative Agent nature or one or more of the Secured Parties or into the name sufficiency of any transferee payment received by the Agent, or to whom present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof may be sold pursuant or the moneys due or to Article VI hereof; and (k) to perform become due in respect thereof or any property covered thereby. The Agent and the affirmative obligations of such Grantor hereunder. This power of attorney is a power coupled with an interest and other Secured Parties shall be irrevocable accountable only for so long amounts actually received as any a result of the Obligations (other than contingent indemnification obligations for which no claim has been asserted) shall remain outstanding and until all of the commitments relating thereto shall have been terminated. The Administrative Agent shall be under no duty to exercise or withhold the exercise of any of the rights, powers, privileges and options expressly or implicitly powers granted to the Administrative Agent in this Agreementthem herein, and neither they nor their officers, directors, employees or agents shall not be liable for responsible to any failure to do so or any delay in doing so. The Administrative Agent shall not be liable Pledgor for any act or omission or failure to act hereunder, except for any error of judgment or any mistake of fact or law in its individual capacity or its capacity as attorney-in-fact except acts or omissions resulting from its their own gross negligence or willful misconduct. This power of attorney is conferred on the Administrative Agent solely to protect, preserve and realize upon its security interest in the Collateral.

Agent Appointed Attorney-in-Fact. Each Grantor (a) The Pledgor hereby designates and appoints the Administrative Agent, on behalf of Agent as the Secured Parties, and each of its designees or agents, as Pledgor's attorney-in-fact fact, with full authority in the place and stead of such Grantorthe Pledgor and in the name of the Pledgor or otherwise, irrevocably from time to time in the Agent's discretion to take any action and to execute any instrument which the Agent may deem necessary or desirable to accomplish the purposes of this Agreement, including, without limitation, to receive, endorse and collect all instruments made payable to the Pledgor representing any dividend, interest payment or other distribution in respect of the Pledged Collateral or any part thereof and to give full discharge for the same. (b) The Pledgor authorizes the Agent, and does hereby make, constitute and appoint the Agent and its respective officers, agents, successors or assigns with full power of substitution, as the Pledgor's true and lawful attorney-in-fact, with authority to take any or all power, in the name of the following actions upon Pledgees or the Pledgor, to, after the occurrence and during the continuance of an Event of Default until the Termination Date in accordance with the terms hereof: Default, (ai) to demandendorse any Debentures, collectchecks, settledrafts, compromise and adjustmoney orders, and give discharges and releases concerning the Collateral, all as the Administrative Agent may deem reasonably appropriate; or other instruments of payment (b) to commence and prosecute any actions at any court for the purposes of collecting any of the Collateral and enforcing any other right including payments payable under or in respect thereof; (cof any policy of insurance) to defend, settle or compromise any action brought in respect of the Collateral andthat may come into possession of the Pledgees; (ii) to sign and endorse any financing statement pursuant to the UCC or any invoice, freight or express ▇▇▇▇, ▇▇▇▇ of lading, storage or warehouse receipts, drafts against Pledgors, assignments, verifications and notices in connection therewithwith accounts, give such discharge or release as and other documents relating to the Administrative Agent may deem reasonably appropriate; Collateral; (diii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Collateral; ; (eiv) to direct any parties liable demand, collect, receipt for, compromise, settle and ▇▇▇ for any payment in connection with any of the Collateral to make payment of any and all monies due and to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct; (f) to receive payment of and receipt for any and all monies, claims, and other amounts due and to become due at any time in respect of or arising out of any Collateral; (g) to sign and endorse any drafts, assignments, proxies, stock powers, verifications, notices and other documents relating to the Collateral; ; (hv) generally, to execute do, at the option of the Pledgees, and deliver at the expense of the Pledgor, at any time, or from time to time, all assignmentsacts and things which the Pledgees deem necessary to protect, conveyances, statements, financing statements, renewal financing statements, security preserve and pledge agreements, affidavits, notices realize upon the Collateral and other agreements, instruments and documents that the Administrative Agent may deem reasonably appropriate Security Interest granted therein in order to perfect and maintain effect the security interests and liens granted in intent of this Agreement and the Debentures all as fully and effectually as the Pledgor might or could do; and (vi) in order to fully consummate all the event of the transactions contemplated therein; (i) to exchange any bankruptcy of the Collateral Pledgor, to appoint a receiver or other property upon any mergerequivalent person to ▇▇▇▇▇▇▇▇ Pledgor's assets, consolidation, reorganization, recapitalization and the Pledgor hereby ratifies all that said attorney shall lawfully do or other readjustment of the issuer thereof and, in connection therewith, deposit any of the Collateral with any committee, depository, transfer agent, registrar or other designated agency upon such terms as the Administrative Agent may deem reasonably appropriate; (j) cause to vote for a shareholder or member resolution, or to sign an instrument in writing, sanctioning the transfer of any or all of the Collateral into the name of the Administrative Agent or one or more of the Secured Parties or into the name of any transferee to whom the Collateral or any part thereof may be sold pursuant to Article VI done by virtue hereof; and (k) to perform the affirmative obligations of such Grantor hereunder. This power of attorney is a power coupled with an interest and shall be irrevocable for so the term of this Agreement and thereafter as long as any of the Obligations (other than contingent indemnification obligations for which no claim has been asserted) shall remain outstanding and until all of the commitments relating thereto shall have been terminated. The Administrative Agent shall be under no duty outstanding. (c) On a continuing basis, the Pledgor will make, execute, acknowledge, deliver, file and record, as the case may be, with the proper filing and recording agencies in any jurisdiction, including, without limitation, the jurisdictions indicated on SCHEDULE B, attached hereto, all such instruments, and take all such action as may reasonably be deemed necessary or advisable, or as reasonably requested by the Pledgees, to exercise or withhold perfect the exercise Security Interest granted hereunder and otherwise to carry out the intent and purposes of any of the rights, powers, privileges and options expressly or implicitly granted to the Administrative Agent in this Agreement, and shall not be liable for any failure to do so or any delay in doing so. The Administrative Agent shall not be liable for any act or omission or for any error assuring and confirming to the Pledgees the grant or perfection of judgment or any mistake of fact or law a security interest in its individual capacity or its capacity all the Collateral under the UCC. (d) The Pledgor hereby irrevocably appoints the Agent as the Pledgor's attorney-in-fact except acts or omissions resulting from its gross negligence or willful misconduct. This power of attorney is conferred on the Administrative Agent solely to protectfact, preserve and realize upon its security interest with full authority in the Collateralplace and stead of the Pledgor and in the name of the Pledgor, from time to time in the Agent's discretion, to take any action and to execute any instrument which the Pledgees may deem necessary or advisable to accomplish the purposes of this Agreement, including the filing, in its sole discretion, of one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of the Pledgor where permitted by law.

Agent Appointed Attorney-in-Fact. Each Grantor Pledgor hereby designates makes, constitutes and appoints the Administrative Agent (and all officers, employees or agents designated by the Agent, on behalf of ) the Secured Parties, and each of its designees or agents, as attorney-in-fact of such GrantorPledgor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Agent may deem necessary or advisable to accomplish the purposes hereof at any time after and during the continuance of an Event of Default, irrevocably which appointment is irrevocable and coupled with power of substitution, with authority to take any or all an interest. Without limiting the generality of the following actions foregoing, subject to the Intercreditor Agreement, the Agent shall have the right, but only upon the occurrence and during the continuance of an Event of Default until and written notice by the Termination Date Agent to the Administrative Borrower of its intent to exercise such rights (provided that such notice is not required if (x) an Event of Default under Section 10.1(g) or (h) of the Loan Agreement shall have occurred and is continuing or (y) payment of the Loans shall be due by acceleration), with full power of substitution either in accordance with the terms hereof: Agent’s name or in the name of such Pledgor (a) to receive, indorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Pledged Collateral or any part thereof; (b) to demand, collect, settlereceive payment of, compromise and adjust, give receipt for and give discharges and releases concerning of all or any of the Pledged Collateral, all as ; (c) to sign the Administrative Agent may deem reasonably appropriate; name of any Pledgor on any invoice or bill of lading relating to any of the Pledged Collateral; (bd) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court for the purposes of collecting competent jurisdiction to collect or otherwise realize on all or any of the Pledged Collateral and enforcing or to enforce any other right in respect thereof; (c) to defend, settle or compromise any action brought rights in respect of the Collateral and, in connection therewith, give such discharge or release as the Administrative Agent may deem reasonably appropriate; (d) to pay or discharge taxes, liens, security interests or other encumbrances levied or placed on or threatened against the any Pledged Collateral; ; (e) to direct settle, compromise, compound, adjust or defend any parties liable for any payment in connection with actions, suits or proceedings relating to all or any of the Collateral to make payment of any Pledged Collateral; and all monies due and to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct; (f) to receive payment of and receipt for use, sell, assign, transfer, pledge, make any and agreement with respect to or otherwise deal with all monies, claims, and other amounts due and to become due at any time in respect of or arising out of any Collateral; (g) to sign and endorse any drafts, assignments, proxies, stock powers, verifications, notices and other documents relating to the Collateral; (h) to execute and deliver all assignments, conveyances, statements, financing statements, renewal financing statements, security and pledge agreements, affidavits, notices and other agreements, instruments and documents that the Administrative Agent may deem reasonably appropriate in order to perfect and maintain the security interests and liens granted in this Agreement and in order to fully consummate all of the transactions contemplated therein; (i) to exchange any of the Collateral or Pledged Collateral, and to do all other property upon any mergeracts and things necessary to carry out the purposes of this Agreement, consolidation, reorganization, recapitalization or other readjustment as fully and completely as though the Agent were the absolute owner of the issuer thereof and, in connection therewith, deposit Pledged Collateral for all purposes; provided that nothing herein contained shall be construed as requiring or obligating the Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral with any committee, depository, transfer agent, registrar or other designated agency upon such terms as the Administrative Agent may deem reasonably appropriate; (j) to vote for a shareholder or member resolutionAgent, or to sign an instrument in writingpresent or file any claim or notice, sanctioning or to take any action with respect to the transfer of any or all of the Collateral into the name of the Administrative Agent or one or more of the Secured Parties or into the name of any transferee to whom the Pledged Collateral or any part thereof may be sold pursuant or the moneys due or to Article VI hereof; and (k) to perform become due in respect thereof or any property covered thereby. The Agent and the affirmative obligations of such Grantor hereunder. This power of attorney is a power coupled with an interest and other Secured Parties shall be irrevocable accountable only for so long amounts actually received as any a result of the Obligations (other than contingent indemnification obligations for which no claim has been asserted) shall remain outstanding and until all of the commitments relating thereto shall have been terminated. The Administrative Agent shall be under no duty to exercise or withhold the exercise of any of the rights, powers, privileges and options expressly or implicitly powers granted to the Administrative Agent in this Agreementthem herein, and neither they nor their officers, directors, employees or agents shall not be liable for responsible to any failure to do so or any delay in doing so. The Administrative Agent shall not be liable Pledgor for any act or omission failure to act hereunder, except for their own gross negligence, bad faith or for willful misconduct or that of any error of judgment their controlled Affiliates, directors, officers, employees, counsel, agents or any mistake of fact or law in its individual capacity or its capacity as attorneyattorneys-in-fact except acts or omissions resulting from its gross negligence or willful misconduct. This power of attorney is conferred on the Administrative Agent solely to protect, preserve and realize upon its security interest in the Collateralfact.

Agent Appointed Attorney-in-Fact. Each Grantor (a) Effective only upon an Event of Default (unless such Event of Default is waived in writing by the Pledgees), the Pledgors hereby designates and appoints the Administrative Agent, on behalf of Agent as the Secured Parties, and each of its designees or agents, as Pledgors’ attorney-in-fact fact, with full authority in the place and stead of, and in the name of, the Pledgors or otherwise, from time to time in the Agent's discretion to take any action and to execute any instrument which the Agent may deem necessary or desirable to accomplish the purposes of such Grantorthis Agreement, irrevocably including, without limitation, to receive, endorse and collect all instruments made payable to the Pledgors representing any dividend, interest payment or other distribution in respect of the Pledged Collateral or any part thereof and to give full discharge for the same. (b) Each Pledgor, severally and not jointly, authorizes the Agent, and do hereby make, constitute and appoint the Agent and its respective officers, agents, successors or assigns with full power of substitution, as the Pledgors’ true and lawful attorney-in-fact, with authority to take any or all power, in the name of the following actions upon Pledgees or the Pledgors, after the occurrence and during the continuance of an Event of Default until the Termination Date in accordance with the terms hereof: Default, (ai) to demandendorse any checks, collectdrafts, settle, compromise and adjust, and give discharges and releases concerning the Collateral, all as the Administrative Agent may deem reasonably appropriate; money orders or other instruments of payment (b) to commence and prosecute any actions at any court for the purposes of collecting any of the Collateral and enforcing any other right including payments payable under or in respect thereof; (cof any policy of insurance) to defend, settle or compromise any action brought in respect of the Pledged Collateral andthat may come into possession of the Pledgees; (ii) to sign and endorse any financing statement pursuant to the UCC or any invoice, freight or express b▇▇▇, b▇▇▇ of lading, storage or warehouse receipts, drafts against Pledgors, assignments, verifications and notices in connection therewithwith accounts, give such discharge or release as and other documents relating to the Administrative Agent may deem reasonably appropriate; Pledged Collateral; (diii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Pledged Collateral; ; (eiv) to direct any parties liable demand, collect, receipt for, compromise, settle and s▇▇ for any payment in connection with any of the Collateral to make payment of any and all monies due and to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct; (f) to receive payment of and receipt for any and all monies, claims, and other amounts due and to become due at any time in respect of the Pledged Collateral; (v) generally to do, at the option of the Pledgees, and at the expense of the Pledgors, severally and jointly, at any time, or arising out of any Collateral; (g) from time to sign time, all acts and endorse any draftsthings which the Pledgees deem necessary to protect, assignments, proxies, stock powers, verifications, notices preserve and other documents relating to realize upon the Collateral; (h) to execute Pledged Collateral and deliver all assignments, conveyances, statements, financing statements, renewal financing statements, security and pledge agreements, affidavits, notices and other agreements, instruments and documents that the Administrative Agent may deem reasonably appropriate Security Interest granted herein in order to perfect and maintain effect the security interests and liens granted in intent of this Agreement all as fully and effectually as the Pledgors might or could do; and (vi) in order to fully consummate all the event of the transactions contemplated therein; (i) to exchange any of the Collateral or other property upon any merger, consolidation, reorganization, recapitalization or other readjustment of the issuer thereof and, in connection therewith, deposit any of the Collateral with any committee, depository, transfer agent, registrar or other designated agency upon such terms as the Administrative Agent may deem reasonably appropriate; (j) to vote for a shareholder or member resolution, or to sign an instrument in writing, sanctioning the transfer of any or all of the Collateral into the name of the Administrative Agent or one or more of the Secured Parties or into the name of any transferee to whom the Collateral or any part thereof may be sold pursuant to Article VI hereof; and (k) to perform the affirmative obligations bankruptcy of such Grantor hereunderPledgor, to appoint a receiver or equivalent person to m▇▇▇▇▇▇▇ such Pledgor’s assets, and such Pledgor hereby ratifies all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable for so the term of this Agreement and thereafter as long as any of the Obligations (other than contingent indemnification obligations for which no claim has been asserted) shall remain outstanding and until all of the commitments relating thereto shall have been terminated. The Administrative Agent shall be under no duty to exercise or withhold outstanding. (c) Each Pledgor hereby irrevocably appoints the exercise of any of the rights, powers, privileges and options expressly or implicitly granted to the Administrative Agent in this Agreement, and shall not be liable for any failure to do so or any delay in doing so. The Administrative Agent shall not be liable for any act or omission or for any error of judgment or any mistake of fact or law in its individual capacity or its capacity as such Pledgor’s attorney-in-fact except acts or omissions resulting from its gross negligence or willful misconduct. This power of attorney is conferred on the Administrative Agent solely to protectfact, preserve and realize upon its security interest with full authority in the Collateralplace and stead of such Pledgor and in the name of such Pledgor, from time to time in the Agent’s discretion, to file in its sole discretion, of one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of such Pledgor where permitted by law.

Agent Appointed Attorney-in-Fact. Each Grantor (a) Effective only upon an Event of Default (unless such Event of Default is waived in writing by the Pledgees), the Pledgors hereby designates and appoints the Administrative Agent, on behalf of Agent as the Secured Parties, and each of its designees or agents, as Pledgors' attorney-in-fact fact, with full authority in the place and stead of, and in the name of, the Pledgors or otherwise, from time to time in the Agent's discretion to take any action and to execute any instrument which the Agent may deem necessary or desirable to accomplish the purposes of such Grantorthis Agreement, irrevocably including, without limitation, to receive, endorse and collect all instruments made payable to the Pledgors representing any dividend, interest payment or other distribution in respect of the Pledged Collateral or any part thereof and to give full discharge for the same. (b) Each Pledgor, severally and not jointly, authorizes the Agent, and do hereby make, constitute and appoint the Agent and its respective officers, agents, successors or assigns with full power of substitution, as the Pledgors' true and lawful attorney-in-fact, with authority to take any or all power, in the name of the following actions upon Pledgees or the Pledgors, after the occurrence and during the continuance of an Event of Default until the Termination Date in accordance with the terms hereof: Default, (ai) to demandendorse any checks, collectdrafts, settle, compromise and adjust, and give discharges and releases concerning the Collateral, all as the Administrative Agent may deem reasonably appropriate; money orders or other instruments of payment (b) to commence and prosecute any actions at any court for the purposes of collecting any of the Collateral and enforcing any other right including payments payable under or in respect thereof; (cof any policy of insurance) to defend, settle or compromise any action brought in respect of the Pledged Collateral andthat may come into possession of the Pledgees; (ii) to sign and endorse any financing statement pursuant to the UCC or any invoice, freight or express bill, bill of lading, storage or warehouse receipts, drafts against P▇▇▇▇or▇, ▇ssignments, verifications and notices in connection therewithwith accounts, give such discharge or release as and other documents relating to the Administrative Agent may deem reasonably appropriate; Pledged Collateral; (diii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Pledged Collateral; ; (eiv) to direct any parties liable demand, collect, receipt for, compromise, settle and sue for any payment in connection with any of the Collateral to make payment of any and all monies due and to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct; (f) to receive payment of and receipt for any and all monies, claims, and other amounts due and to become due at any time in respect of the Pledged Collateral; (v) generall▇ ▇o do, at the option of the Pledgees, and at the expense of the Pledgors, severally and jointly, at any time, or arising out of any Collateral; (g) from time to sign time, all acts and endorse any draftsthings which the Pledgees deem necessary to protect, assignments, proxies, stock powers, verifications, notices preserve and other documents relating to realize upon the Collateral; (h) to execute Pledged Collateral and deliver all assignments, conveyances, statements, financing statements, renewal financing statements, security and pledge agreements, affidavits, notices and other agreements, instruments and documents that the Administrative Agent may deem reasonably appropriate Security Interest granted herein in order to perfect and maintain effect the security interests and liens granted in intent of this Agreement all as fully and effectually as the Pledgors might or could do; and (vi) in order to fully consummate all the event of the transactions contemplated therein; (i) to exchange any of the Collateral or other property upon any merger, consolidation, reorganization, recapitalization or other readjustment of the issuer thereof and, in connection therewith, deposit any of the Collateral with any committee, depository, transfer agent, registrar or other designated agency upon such terms as the Administrative Agent may deem reasonably appropriate; (j) to vote for a shareholder or member resolution, or to sign an instrument in writing, sanctioning the transfer of any or all of the Collateral into the name of the Administrative Agent or one or more of the Secured Parties or into the name of any transferee to whom the Collateral or any part thereof may be sold pursuant to Article VI hereof; and (k) to perform the affirmative obligations bankruptcy of such Grantor hereunderPledgor, to appoint a receiver or equivalent person to marshall such Pledgor's assets, and such Pledgor hereby ratifies all ▇▇▇▇ ▇▇▇d attorney-in-fact shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable for so the term of this Agreement and thereafter as long as any of the Obligations (other than contingent indemnification obligations for which no claim has been asserted) shall remain outstanding and until all of the commitments relating thereto shall have been terminated. The Administrative Agent shall be under no duty to exercise or withhold outstanding. (c) Each Pledgor hereby irrevocably appoints the exercise of any of the rights, powers, privileges and options expressly or implicitly granted to the Administrative Agent in this Agreement, and shall not be liable for any failure to do so or any delay in doing so. The Administrative Agent shall not be liable for any act or omission or for any error of judgment or any mistake of fact or law in its individual capacity or its capacity as such Pledgor's attorney-in-fact except acts or omissions resulting from its gross negligence or willful misconduct. This power of attorney is conferred on the Administrative Agent solely to protectfact, preserve and realize upon its security interest with full authority in the Collateralplace and stead of such Pledgor and in the name of such Pledgor, from time to time in the Agent's discretion, to file in its sole discretion, of one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of such Pledgor where permitted by law.

Agent Appointed Attorney-in-Fact. Each Grantor Pledgor hereby designates and appoints the Administrative Agent, on behalf of Agent the Secured Parties, and each of its designees or agents, as attorney-in-fact of such GrantorPledgor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Agent may deem necessary or advisable to accomplish the purposes hereof, irrevocably which appointment is irrevocable and coupled with power an interest until the earlier of substitution, with authority to take any or all (a) payment in full in cash of the following actions Secured Obligations (in each case other than obligations backstopped by letters of credit, contingent or unliquidated obligations or liabilities not then due) and (b) upon the termination and release of the pledges made by the Pledgors herein and all other security interests granted hereby. Without limiting the generality of the foregoing, subject to applicable Gaming Laws and the Intercreditor Agreements, the Agent shall have the right, upon the occurrence and during the continuance of an Event of Default until Default, with full power of substitution either in the Termination Date Agent’s name or in accordance with the terms hereof: name of such Pledgor, (a) to receive, endorse, assign or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof, (b) to demand, collect, settlereceive payment of, compromise and adjust, give receipt for and give discharges and releases concerning of all or any of the Collateral; (c) to ask for, demand, ▇▇▇ for, collect, receive and give acquittance for any and all as moneys due or to become due under and by virtue of any Collateral; (d) to sign the Administrative Agent may deem reasonably appropriate; name of any Pledgor on any invoice or ▇▇▇▇ of lading relating to any of the Collateral; (be) to send verifications of Accounts to any Account Debtor; (f) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court for the purposes of collecting any of the Collateral and enforcing any other right in respect thereof; (c) competent jurisdiction to defend, settle collect or compromise any action brought in respect of the Collateral and, in connection therewith, give such discharge otherwise realize on all or release as the Administrative Agent may deem reasonably appropriate; (d) to pay or discharge taxes, liens, security interests or other encumbrances levied or placed on or threatened against the Collateral; (e) to direct any parties liable for any payment in connection with any of the Collateral to make payment of any and all monies due and to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct; (f) to receive payment of and receipt for any and all monies, claims, and other amounts due and to become due at any time in respect of or arising out of any Collateral; (g) to sign and endorse any drafts, assignments, proxies, stock powers, verifications, notices and other documents relating to the Collateral; (h) to execute and deliver all assignments, conveyances, statements, financing statements, renewal financing statements, security and pledge agreements, affidavits, notices and other agreements, instruments and documents that the Administrative Agent may deem reasonably appropriate in order to perfect and maintain the security interests and liens granted in this Agreement and in order to fully consummate all of the transactions contemplated therein; (i) to exchange any of the Collateral or other property upon to enforce any mergerrights in respect of any Collateral; (g) to settle, consolidationcompromise, reorganizationcompound, recapitalization adjust or other readjustment of the issuer thereof anddefend any actions, in connection therewith, deposit suits or proceedings relating to all or any of the Collateral with any committee, depository, transfer agent, registrar or other designated agency upon such terms as the Administrative Agent may deem reasonably appropriate; Collateral; (jh) to vote for a shareholder or member resolutionnotify, or to sign an instrument in writingrequire any Pledgor to notify, sanctioning Account Debtors to make payment directly to the transfer Agent; and (i) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of any or the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Agent were the absolute owner of the Collateral into for all purposes; provided that nothing herein contained shall be construed as requiring or obligating the name of Agent to make any commitment or to make any inquiry as to the Administrative Agent nature or one or more of the Secured Parties or into the name sufficiency of any transferee payment received by the Agent, or to whom present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof may be sold pursuant or the moneys due or to Article VI hereof; and (k) to perform become due in respect thereof or any property covered thereby. The Agent and the affirmative obligations of such Grantor hereunder. This power of attorney is a power coupled with an interest and other Secured Parties shall be irrevocable accountable only for so long amounts actually received as any a result of the Obligations (other than contingent indemnification obligations for which no claim has been asserted) shall remain outstanding and until all of the commitments relating thereto shall have been terminated. The Administrative Agent shall be under no duty to exercise or withhold the exercise of any of the rights, powers, privileges and options expressly or implicitly powers granted to the Administrative Agent in this Agreementthem herein, and neither they nor their officers, directors, employees or agents shall not be liable for responsible to any failure to do so or any delay in doing so. The Administrative Agent shall not be liable Pledgor for any act or omission or failure to act hereunder, except for any error of judgment or any mistake of fact or law in its individual capacity or its capacity as attorney-in-fact except acts or omissions resulting from its their own gross negligence or willful misconduct. This power of attorney is conferred on the Administrative Agent solely to protect, preserve and realize upon its security interest in the Collateral.

Agent Appointed Attorney-in-Fact. Each Grantor hereby designates and appoints the Administrative Agent, on behalf of the Secured Parties, and each of its designees or agents, as attorney-in-fact of such Grantor, irrevocably and with power of substitution, with authority to take any or all of the following actions upon the occurrence and during the continuance of an Event of Default until the Facility Termination Date in accordance with the terms hereof: (a) to demand, collect, settle, compromise and adjust, and give discharges and releases concerning the Collateral, all as the Administrative Agent may deem reasonably appropriate; (b) to commence and prosecute any actions at any court for the purposes of collecting any of the Collateral and enforcing any other right in respect thereof; (c) to defend, settle or compromise any action brought in respect of the Collateral and, in connection therewith, give such discharge or release as the Administrative Agent may deem reasonably appropriate; (d) to pay or discharge taxes, liens, security interests or other encumbrances levied or placed on or threatened against the Collateral; (e) to direct any parties liable for any payment in connection with any of the Collateral to make payment of any and all monies due and to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct; (f) to receive payment of and receipt for any and all monies, claims, and other amounts due and to become due at any time in respect of or arising out of any Collateral; (g) to sign and endorse any drafts, assignments, proxies, stock powers, verifications, notices and other documents relating to the Collateral; (h) to execute and deliver all assignments, conveyances, statements, financing statementsFinancing Statements, renewal financing statementsFinancing Statements, security and pledge agreements, affidavits, notices and other agreements, instruments and documents that the Administrative Agent may deem reasonably appropriate in order to perfect and maintain the security interests and liens granted in this Security Agreement and in order to fully consummate all of the transactions contemplated therein; (i) to exchange any of the Collateral or other property upon any merger, consolidation, reorganization, recapitalization or other readjustment of the issuer thereof and, in connection therewith, deposit any of the Collateral with any committee, depository, transfer agent, registrar or other designated agency upon such terms as the Administrative Agent may deem reasonably appropriate; (j) to vote for a shareholder or member resolution, or to sign an instrument in writing, sanctioning the transfer of any or all of the Collateral into the name of the Administrative Agent or one or more of the Secured Parties or into the name of any transferee to whom the Collateral or any part thereof may be sold pursuant to Article VI hereof; and (k) to perform the affirmative obligations of such Grantor hereunder. This power of attorney is a power coupled with an interest and shall be irrevocable for so long as any of the Obligations (other than contingent indemnification obligations for which no claim has been asserted) shall remain outstanding and until all of the commitments relating thereto shall have been terminated. The Administrative Agent shall be under no duty to exercise or withhold the exercise of any of the rights, powers, privileges and options expressly or implicitly granted to the Administrative Agent in this Security Agreement, and shall not be liable for any failure to do so or any delay in doing so. The Administrative Agent shall not be liable for any act or omission or for any error of judgment or any mistake of fact or law in its individual capacity or its capacity as attorney-in-fact except acts or omissions resulting from its gross negligence or willful misconductmisconduct as determined by a final and non-appealable judgment of a court of competent jurisdiction. This power of attorney is conferred on the Administrative Agent solely to protect, preserve and realize upon its security interest in the Collateral.

Agent Appointed Attorney-in-Fact. Each Grantor The Borrower hereby designates and irrevocably appoints the Administrative Agent, on behalf of Agent as the Secured Parties, and each of its designees or agents, as Borrower’s attorney-in-fact of such Grantor, irrevocably and with power of substitutionfact, with full authority to take any or all in the place and stead of Borrower and in the name of the following actions upon Borrower or otherwise, from time to time in the Agent’s discretion, after the occurrence and during the continuance continuation of an Event of Default until Default, to take any action and to execute any instrument which the Termination Date in accordance with Agent may deem necessary or advisable to accomplish the terms hereofpurposes of this Security Agreement or the other Transaction Documents, including, without limitation: (a) to ask, demand, collect, settle▇▇▇ for, compromise and adjustrecover, compromise, receive and give discharges acquittance and releases concerning receipts for moneys due and to become due under or in respect of any of the Collateral, all as the Administrative Agent may deem reasonably appropriate; (b) to commence receive, endorse, and prosecute collect any actions at any court for the purposes of collecting any drafts or other instruments, documents proceeds of the Collateral and enforcing any other right in respect thereofCollateral; (c) to defend, settle file any claims or compromise take any action brought in respect or institute any proceedings which the Agent may deem necessary or desirable for the collection of any of the Collateral and, in connection therewith, give such discharge or release as otherwise to enforce the Administrative rights of the Agent may deem reasonably appropriatewith respect to any of the Collateral; (d) to pay sell, transfer, assign or discharge taxes, liens, security interests otherwise deal in or other encumbrances levied or placed on or threatened against the Collateral; (e) to direct any parties liable for any payment in connection with any of the Collateral to make payment of any and all monies due and to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct; (f) to receive payment of and receipt for any and all monies, claims, and other amounts due and to become due at any time in respect of or arising out of any Collateral; (g) to sign and endorse any drafts, assignments, proxies, stock powers, verifications, notices and other documents relating to the Collateral; (h) to execute and deliver all assignments, conveyances, statements, financing statements, renewal financing statements, security and pledge agreements, affidavits, notices and other agreements, instruments and documents that the Administrative Agent may deem reasonably appropriate in order to perfect and maintain the security interests and liens granted in this Agreement and in order to fully consummate all of the transactions contemplated therein; (i) to exchange any of the Collateral or other property upon any merger, consolidation, reorganization, recapitalization or other readjustment of the issuer thereof and, in connection therewith, deposit any of the Collateral with any committee, depository, transfer agent, registrar or other designated agency upon such terms as the Administrative Agent may deem reasonably appropriate; (j) to vote for a shareholder or member resolution, or to sign an instrument in writing, sanctioning the transfer of any or all of the Collateral into the name of the Administrative Agent or one or more of the Secured Parties or into the name of any transferee to whom the Collateral or any part thereof may be sold pursuant to Article VI hereofthe terms and conditions hereunder; and (ke) to perform the affirmative obligations of the Borrower under the Transaction Documents (including all obligations of the Borrower pursuant to Section 3.1). The Agent agrees to give the Borrower and the Servicer written notice of the taking of any such Grantor hereunderaction, but the failure to give such notice shall not affect the rights, power or authority of the Agent with respect thereto. This The Borrower hereby acknowledges, consents and agrees that the power of attorney granted pursuant to this Section 4.1 is a power irrevocable and coupled with an interest and shall be irrevocable for so long as any of the Obligations (other than contingent indemnification obligations for which no claim has been asserted) shall remain outstanding and until all of the commitments relating thereto shall have been terminated. The Administrative Agent shall be under no duty to exercise or withhold the exercise of any of the rights, powers, privileges and options expressly or implicitly granted to the Administrative Agent in this Agreement, and shall not be liable for any failure to do so or any delay in doing so. The Administrative Agent shall not be liable for any act or omission or for any error of judgment or any mistake of fact or law in its individual capacity or its capacity as attorney-in-fact except acts or omissions resulting from its gross negligence or willful misconduct. This power of attorney is conferred on the Administrative Agent solely to protect, preserve and realize upon its security interest in the Collateralinterest.

Agent Appointed Attorney-in-Fact. Each Grantor Pledgor hereby designates constitutes and appoints the Administrative Agent, on behalf of Agent as the Secured Parties, and each of its designees or agents, as attorney-in-fact of such Grantor, irrevocably and Pledgor with full power of substitution, with authority substitution either in the Agent’s name or in the name of such Pledgor to take do any or all of the following actions upon the occurrence and during the continuance of an Event of Default until the Termination Date in accordance with the terms hereof: following: (a) to demand, collect, settle, compromise and adjust, and give discharges and releases concerning the Collateral, all as the Administrative Agent may deem reasonably appropriate; perform any obligation of such Pledgor hereunder in such Pledgor’s name or otherwise; (b) to commence ask for, demand, ▇▇▇ for, collect, receive, receipt and prosecute give acquittance for any actions at and all moneys due or to become due under and by virtue of any court for the purposes of collecting any of the Collateral and enforcing any other right in respect thereof; Pledged Collateral; (c) to defendprepare, settle execute, file, record or compromise deliver notices, assignments, financing statements, continuation statements, applications for registration or like papers to perfect, preserve or release the Agent’s security interest in the Pledged Collateral or any action brought of the documents, instruments, certificates and agreements described in Section 13.(b); (d) to verify facts concerning the Pledged Collateral in its own name or a fictitious name; (e) to endorse checks, drafts, orders and other instruments for the payment of money payable to such Pledgor, representing any interest or dividend or other distribution payable in respect of the Collateral and, in connection therewith, give such discharge or release as the Administrative Agent may deem reasonably appropriate; (d) to pay or discharge taxes, liens, security interests or other encumbrances levied or placed on or threatened against the Collateral; (e) to direct any parties liable for any payment in connection with any of the Collateral to make payment of any and all monies due and to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct; (f) to receive payment of and receipt for any and all monies, claims, and other amounts due and to become due at any time in respect of or arising out of any Collateral; (g) to sign and endorse any drafts, assignments, proxies, stock powers, verifications, notices and other documents relating to the Collateral; (h) to execute and deliver all assignments, conveyances, statements, financing statements, renewal financing statements, security and pledge agreements, affidavits, notices and other agreements, instruments and documents that the Administrative Agent may deem reasonably appropriate in order to perfect and maintain the security interests and liens granted in this Agreement and in order to fully consummate all of the transactions contemplated therein; (i) to exchange any of the Collateral or other property upon any merger, consolidation, reorganization, recapitalization or other readjustment of the issuer thereof and, in connection therewith, deposit any of the Collateral with any committee, depository, transfer agent, registrar or other designated agency upon such terms as the Administrative Agent may deem reasonably appropriate; (j) to vote for a shareholder or member resolution, or to sign an instrument in writing, sanctioning the transfer of any or all of the Collateral into the name of the Administrative Agent or one or more of the Secured Parties or into the name of any transferee to whom the Pledged Collateral or any part thereof may be sold pursuant or on account thereof and to Article VI hereofgive full discharge for the same; and (kf) to perform exercise all rights, powers and remedies which such Pledgor would have, but for this Agreement, under the affirmative obligations Pledged Collateral; and (g) to carry out the provisions of such Grantor this Agreement and to take any action and execute any instrument which the Agent may deem necessary or advisable to accomplish the purposes hereof, and to do all acts and things and execute all documents in the name of the Pledgor or otherwise, deemed by the Agent as necessary, proper and convenient in connection with the preservation, perfection or enforcement of its rights hereunder. This Nothing herein contained shall be construed as requiring or obligating the Agent or any Lender to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by it, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken by the Agent or any Lender or omitted to be taken with respect to the Pledged Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Pledgor or to any claim or action against the Agent or any Lender. The power of attorney granted herein is a power irrevocable and coupled with an interest and shall be irrevocable for so long as any of the Obligations (other than contingent indemnification obligations for which no claim has been asserted) shall remain outstanding and until all of the commitments relating thereto shall have been terminated. The Administrative Agent shall be under no duty to exercise or withhold the exercise of any of the rights, powers, privileges and options expressly or implicitly granted to the Administrative Agent in this Agreement, and shall not be liable for any failure to do so or any delay in doing so. The Administrative Agent shall not be liable for any act or omission or for any error of judgment or any mistake of fact or law in its individual capacity or its capacity as attorney-in-fact except acts or omissions resulting from its gross negligence or willful misconduct. This power of attorney is conferred on the Administrative Agent solely to protect, preserve and realize upon its security interest in the Collateralinterest.

Agent Appointed Attorney-in-Fact. Each Grantor (a) Effective only upon an Event of Default (unless such Event of Default is waived in writing by the Pledgees), the Pledgors hereby designates and appoints the Administrative Agent, on behalf of Agent as the Secured Parties, and each of its designees or agents, as Pledgors’ attorney-in-fact fact, with full authority in the place and stead of, and in the name of, the Pledgors or otherwise, from time to time in the Agent's discretion to take any action and to execute any instrument which the Agent may deem necessary or desirable to accomplish the purposes of such Grantorthis Agreement, irrevocably including, without limitation, to receive, endorse and collect all instruments made payable to the Pledgors representing any dividend, interest payment or other distribution in respect of the Pledged Collateral or any part thereof and to give full discharge for the same. (b) Each Pledgor, severally and not jointly, authorizes the Agent, and do hereby make, constitute and appoint the Agent and its respective officers, agents, successors or assigns with full power of substitution, as the Pledgors’ true and lawful attorney-in-fact, with authority to take any or all power, in the name of the following actions upon Pledgees or the Pledgors, to, after the occurrence and during the continuance of an Event of Default until the Termination Date in accordance with the terms hereof: Default, (ai) to demandendorse any checks, collectdrafts, settle, compromise and adjust, and give discharges and releases concerning the Collateral, all as the Administrative Agent may deem reasonably appropriate; money orders or other instruments of payment (b) to commence and prosecute any actions at any court for the purposes of collecting any of the Collateral and enforcing any other right including payments payable under or in respect thereof; (cof any policy of insurance) to defend, settle or compromise any action brought in respect of the Pledged Collateral andthat may come into possession of the Pledgees; (ii) to sign and endorse any financing statement pursuant to the UCC or any invoice, freight or express ▇▇▇▇, ▇▇▇▇ of lading, storage or warehouse receipts, drafts against Pledgors, assignments, verifications and notices in connection therewithwith accounts, give such discharge or release as and other documents relating to the Administrative Agent may deem reasonably appropriate; Pledged Collateral; (diii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Pledged Collateral; ; (eiv) to direct any parties liable demand, collect, receipt for, compromise, settle and ▇▇▇ for any payment in connection with any of the Collateral to make payment of any and all monies due and to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct; (f) to receive payment of and receipt for any and all monies, claims, and other amounts due and to become due at any time in respect of the Pledged Collateral; (v) generally, to do, at the option of the Pledgees, and at the expense of the Pledgors, severally and jointly, at any time, or arising out of any Collateral; (g) from time to sign time, all acts and endorse any draftsthings which the Pledgees deem necessary to protect, assignments, proxies, stock powers, verifications, notices preserve and other documents relating to realize upon the Collateral; (h) to execute Pledged Collateral and deliver all assignments, conveyances, statements, financing statements, renewal financing statements, security and pledge agreements, affidavits, notices and other agreements, instruments and documents that the Administrative Agent may deem reasonably appropriate Security Interest granted herein in order to perfect and maintain effect the security interests and liens granted in intent of this Agreement all as fully and effectually as the Pledgors might or could do; and (vi) in order to fully consummate all the event of the transactions contemplated therein; (i) to exchange any of the Collateral or other property upon any merger, consolidation, reorganization, recapitalization or other readjustment of the issuer thereof and, in connection therewith, deposit any of the Collateral with any committee, depository, transfer agent, registrar or other designated agency upon such terms as the Administrative Agent may deem reasonably appropriate; (j) to vote for a shareholder or member resolution, or to sign an instrument in writing, sanctioning the transfer of any or all of the Collateral into the name of the Administrative Agent or one or more of the Secured Parties or into the name of any transferee to whom the Collateral or any part thereof may be sold pursuant to Article VI hereof; and (k) to perform the affirmative obligations bankruptcy of such Grantor hereunderPledgor, to appoint a receiver or equivalent person to ▇▇▇▇▇▇▇▇ such Pledgor’s assets, and such Pledgor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable for so the term of this Agreement and thereafter as long as any of the Obligations (other than contingent indemnification obligations for which no claim has been asserted) shall remain outstanding and until all of the commitments relating thereto shall have been terminated. The Administrative Agent shall be under no duty to exercise or withhold outstanding. (c) Each Pledgor hereby irrevocably appoints the exercise of any of the rights, powers, privileges and options expressly or implicitly granted to the Administrative Agent in this Agreement, and shall not be liable for any failure to do so or any delay in doing so. The Administrative Agent shall not be liable for any act or omission or for any error of judgment or any mistake of fact or law in its individual capacity or its capacity as such Pledgor’s attorney-in-fact except acts or omissions resulting from its gross negligence or willful misconduct. This power of attorney is conferred on the Administrative Agent solely to protectfact, preserve and realize upon its security interest with full authority in the Collateralplace and stead of such Pledgor and in the name of such Pledgor, from time to time in the Agent’s discretion, to file in its sole discretion, of one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of such Pledgor where permitted by law.

Agent Appointed Attorney-in-Fact. Each Grantor (a) Effective only upon an Event of Default (unless such Event of Default is waived in writing by the Pledgees), the Pledgors hereby designates and appoints the Administrative Agent, on behalf of Agent as the Secured Parties, and each of its designees or agents, as Pledgors’ attorney-in-fact fact, with full authority in the place and stead of, and in the name of, the Pledgors or otherwise, from time to time in the Agent's discretion to take any action and to execute any instrument which the Agent may deem necessary or desirable to accomplish the purposes of such Grantorthis Agreement, irrevocably including, without limitation, to receive, endorse and collect all instruments made payable to the Pledgors representing any dividend, interest payment or other distribution in respect of the Pledged Collateral or any part thereof and to give full discharge for the same. (b) Each Pledgor authorizes the Agent, and do hereby make, constitute and appoint the Agent and its respective officers, agents, successors or assigns with full power of substitution, as the Pledgors’ true and lawful attorney-in-fact, with authority to take any or all power, in the name of the following actions upon Pledgees or the Pledgors, to, after the occurrence and during the continuance of an Event of Default until the Termination Date in accordance with the terms hereof: Default, (ai) to demandendorse any checks, collectdrafts, settle, compromise and adjust, and give discharges and releases concerning the Collateral, all as the Administrative Agent may deem reasonably appropriate; money orders or other instruments of payment (b) to commence and prosecute any actions at any court for the purposes of collecting any of the Collateral and enforcing any other right including payments payable under or in respect thereof; (cof any policy of insurance) to defend, settle or compromise any action brought in respect of the Pledged Collateral andthat may come into possession of the Pledgees; (ii) to sign and endorse any financing statement pursuant to the UCC or any invoice, freight or express ▇▇▇▇, ▇▇▇▇ of lading, storage or warehouse receipts, drafts against Pledgors, assignments, verifications and notices in connection therewithwith accounts, give such discharge or release as and other documents relating to the Administrative Agent may deem reasonably appropriate; Pledged Collateral; (diii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Pledged Collateral; ; (eiv) to direct any parties liable demand, collect, receipt for, compromise, settle and ▇▇▇ for any payment in connection with any of the Collateral to make payment of any and all monies due and to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct; (f) to receive payment of and receipt for any and all monies, claims, and other amounts due and to become due at any time in respect of the Pledged Collateral; (v) generally, to do, at the option of the Pledgees, and at the expense of the Pledgors, severally and jointly, at any time, or arising out of any Collateral; (g) from time to sign time, all acts and endorse any draftsthings which the Pledgees deem necessary to protect, assignments, proxies, stock powers, verifications, notices preserve and other documents relating to realize upon the Collateral; (h) to execute Pledged Collateral and deliver all assignments, conveyances, statements, financing statements, renewal financing statements, security and pledge agreements, affidavits, notices and other agreements, instruments and documents that the Administrative Agent may deem reasonably appropriate Security Interest granted herein in order to perfect and maintain effect the security interests and liens granted in intent of this Agreement all as fully and effectually as the Pledgors might or could do; and (vi) in order to fully consummate all the event of the transactions contemplated therein; (i) to exchange any of the Collateral or other property upon any merger, consolidation, reorganization, recapitalization or other readjustment of the issuer thereof and, in connection therewith, deposit any of the Collateral with any committee, depository, transfer agent, registrar or other designated agency upon such terms as the Administrative Agent may deem reasonably appropriate; (j) to vote for a shareholder or member resolution, or to sign an instrument in writing, sanctioning the transfer bankruptcy of any Pledgor, to appoint a receiver or equivalent person to ▇▇▇▇▇▇▇▇ such Pledgor’s assets, and such Pledgor hereby ratifies all of the Collateral into the name of the Administrative Agent that said attorney shall lawfully do or one or more of the Secured Parties or into the name of any transferee cause to whom the Collateral or any part thereof may be sold pursuant to Article VI done by virtue hereof; and (k) to perform the affirmative obligations of such Grantor hereunder. This power of attorney is a power coupled with an interest and shall be irrevocable for so the term of this Agreement and thereafter as long as any of the Obligations (other than contingent indemnification obligations for which no claim has been asserted) shall remain outstanding and until all of the commitments relating thereto shall have been terminated. The Administrative Agent shall be under no duty to exercise or withhold outstanding. (c) Each Pledgor hereby irrevocably appoints the exercise of any of the rights, powers, privileges and options expressly or implicitly granted to the Administrative Agent in this Agreement, and shall not be liable for any failure to do so or any delay in doing so. The Administrative Agent shall not be liable for any act or omission or for any error of judgment or any mistake of fact or law in its individual capacity or its capacity as such Pledgor’s attorney-in-fact except acts or omissions resulting from its gross negligence or willful misconduct. This power of attorney is conferred on the Administrative Agent solely to protectfact, preserve and realize upon its security interest with full authority in the Collateralplace and stead of such Pledgor and in the name of such Pledgor, from time to time in the Agent’s discretion, to take any action and to execute any instrument which the Pledgees may deem necessary or advisable to accomplish the purposes of this Agreement, including the filing, in its sole discretion, of one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of such Pledgor where permitted by law.

Agent Appointed Attorney-in-Fact. Each Grantor (a) Effective only upon an Event of Default (unless such Event of Default is waived in writing by the Pledgee), the Pledgors hereby designates and appoints the Administrative Agent, on behalf of Agent as the Secured Parties, and each of its designees or agents, as Pledgors’ attorney-in-fact fact, with full authority in the place and stead of, and in the name of, the Pledgors or otherwise, from time to time in the Agent's discretion to take any action and to execute any instrument which the Agent may deem necessary or desirable to accomplish the purposes of such Grantorthis Agreement, irrevocably including, without limitation, to receive, endorse and collect all instruments made payable to the Pledgors representing any dividend, interest payment or other distribution in respect of the Pledged Collateral or any part thereof and to give full discharge for the same. (b) The Pledgor, severally and not jointly, authorizes the Agent, and do hereby make, constitute and appoint the Agent and its respective officers, agents, successors or assigns with full power of substitution, as the Pledgors’ true and lawful attorney-in-fact, with authority to take any or all power, in the name of the following actions upon Pledgee or the Pledgors, after the occurrence and during the continuance of an Event of Default until the Termination Date in accordance with the terms hereof: Default, (ai) to demandendorse any checks, collectdrafts, settle, compromise and adjust, and give discharges and releases concerning the Collateral, all as the Administrative Agent may deem reasonably appropriate; money orders or other instruments of payment (b) to commence and prosecute any actions at any court for the purposes of collecting any of the Collateral and enforcing any other right including payments payable under or in respect thereof; (cof any policy of insurance) to defend, settle or compromise any action brought in respect of the Pledged Collateral andthat may come into possession of the Pledgee; (ii) to sign and endorse any financing statement pursuant to the UCC or any invoice, freight or express ▇▇▇▇, ▇▇▇▇ of lading, storage or warehouse receipts, drafts against Pledgors, assignments, verifications and notices in connection therewithwith accounts, give such discharge or release as and other documents relating to the Administrative Agent may deem reasonably appropriate; Pledged Collateral; (diii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Pledged Collateral; ; (eiv) to direct any parties liable demand, collect, receipt for, compromise, settle and ▇▇▇ for any payment in connection with any of the Collateral to make payment of any and all monies due and to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct; (f) to receive payment of and receipt for any and all monies, claims, and other amounts due and to become due at any time in respect of the Pledged Collateral; (v) generally to do, at the option of the Pledgee, and at the expense of the Pledgors, severally and jointly, at any time, or arising out of any Collateral; (g) from time to sign time, all acts and endorse any draftsthings which the Pledgee deem necessary to protect, assignments, proxies, stock powers, verifications, notices preserve and other documents relating to realize upon the Collateral; (h) to execute Pledged Collateral and deliver all assignments, conveyances, statements, financing statements, renewal financing statements, security and pledge agreements, affidavits, notices and other agreements, instruments and documents that the Administrative Agent may deem reasonably appropriate Security Interest granted herein in order to perfect and maintain effect the security interests and liens granted in intent of this Agreement all as fully and effectually as the Pledgors might or could do; and (vi) in order to fully consummate all the event of the transactions contemplated therein; (i) to exchange any bankruptcy of the Collateral Pledgor, to appoint a receiver or other property upon any mergerequivalent person to ▇▇▇▇▇▇▇▇ the Pledgor’s assets, consolidation, reorganization, recapitalization and the Pledgor hereby ratifies all that said attorney-in-fact shall lawfully do or other readjustment of the issuer thereof and, in connection therewith, deposit any of the Collateral with any committee, depository, transfer agent, registrar or other designated agency upon such terms as the Administrative Agent may deem reasonably appropriate; (j) cause to vote for a shareholder or member resolution, or to sign an instrument in writing, sanctioning the transfer of any or all of the Collateral into the name of the Administrative Agent or one or more of the Secured Parties or into the name of any transferee to whom the Collateral or any part thereof may be sold pursuant to Article VI done by virtue hereof; and (k) to perform the affirmative obligations of such Grantor hereunder. This power of attorney is a power coupled with an interest and shall be irrevocable for so the term of this Agreement and thereafter as long as any of the Obligations (other than contingent indemnification obligations for which no claim has been asserted) shall remain outstanding and until all of the commitments relating thereto shall have been terminated. The Administrative Agent shall be under no duty to exercise or withhold outstanding. (c) The Pledgor hereby irrevocably appoints the exercise of any of Agent as the rights, powers, privileges and options expressly or implicitly granted to the Administrative Agent in this Agreement, and shall not be liable for any failure to do so or any delay in doing so. The Administrative Agent shall not be liable for any act or omission or for any error of judgment or any mistake of fact or law in its individual capacity or its capacity as Pledgor’s attorney-in-fact except acts or omissions resulting from its gross negligence or willful misconduct. This power of attorney is conferred on the Administrative Agent solely to protectfact, preserve and realize upon its security interest with full authority in the Collateralplace and stead of the Pledgor and in the name of the Pledgor, from time to time in the Agent’s discretion, to file in its sole discretion, of one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of the Pledgor where permitted by law.

Agent Appointed Attorney-in-Fact. Each Grantor (a) Effective upon the occurrence and continuation of an Event of Default, the Pledgors hereby designates and appoints the Administrative Agent, on behalf of Agent as the Secured Parties, and each of its designees or agents, as Pledgors' attorney-in-fact fact, with full authority in the place and stead of, and in the name of, the Pledgors or otherwise, from time to time in the Agent's discretion to take any action and to execute any instrument which the Agent may deem necessary or desirable to accomplish the purposes of such Grantorthis Agreement, irrevocably including, without limitation, to receive, endorse and collect all instruments made payable to the Pledgors representing any dividend, interest payment or other distribution in respect of the Pledged Collateral or any part thereof and to give full discharge for the same. (b) Each Pledgor authorizes the Agent, and do hereby make, constitute and appoint the Agent and its respective officers, agents, successors or assigns with full power of substitution, as the Pledgors' true and lawful attorney-in-fact, with authority to take any or all power, in the name of the following actions upon Pledgees or the Pledgors, to, after the occurrence and during the continuance of an Event of Default until the Termination Date in accordance with the terms hereof: Default, (ai) to demandendorse any checks, collectdrafts, settle, compromise and adjust, and give discharges and releases concerning the Collateral, all as the Administrative Agent may deem reasonably appropriate; money orders or other instruments of payment (b) to commence and prosecute any actions at any court for the purposes of collecting any of the Collateral and enforcing any other right including payments payable under or in respect thereof; (cof any policy of insurance) to defend, settle or compromise any action brought in respect of the Pledged Collateral andthat may come into possession of the Pledgees; (ii) to sign and endorse any financing statement pursuant to the UCC or any invoice, freight or express bill, bill of lading, stora▇▇ ▇r ▇▇▇▇house receipts, drafts against Pledgors, assignments, verifications and notices in connection therewithwith accounts, give such discharge or release as and other documents relating to the Administrative Agent may deem reasonably appropriate; Pledged Collateral; (diii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Pledged Collateral; ; (eiv) to direct any parties liable demand, collect, receipt for, compromise, settle and sue for any payment monies due in connection with any ▇▇spect of the Collateral Pledged Collateral; (v) generally, to make payment do, at the option of any and all monies due and to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct; (f) to receive payment of and receipt for any and all monies, claimsPledgees, and other amounts due at the expense of the Pledgors, severally and to become due jointly, at any time, or from time in respect of or arising out of any Collateral; (g) to sign time, all acts and endorse any draftsthings necessary to protect, assignments, proxies, stock powers, verifications, notices preserve and other documents relating to realize upon the Collateral; (h) to execute Pledged Collateral and deliver all assignments, conveyances, statements, financing statements, renewal financing statements, security and pledge agreements, affidavits, notices and other agreements, instruments and documents that the Administrative Agent may deem reasonably appropriate Security Interest granted herein in order to perfect and maintain effect the security interests and liens granted in intent of this Agreement all as fully and effectually as the Pledgors might or could do; and (vi) in order to fully consummate all the event of the transactions contemplated therein; (i) to exchange any of the Collateral or other property upon any merger, consolidation, reorganization, recapitalization or other readjustment of the issuer thereof and, in connection therewith, deposit any of the Collateral with any committee, depository, transfer agent, registrar or other designated agency upon such terms as the Administrative Agent may deem reasonably appropriate; (j) to vote for a shareholder or member resolution, or to sign an instrument in writing, sanctioning the transfer bankruptcy of any Pledgor, to appoint a receiver or equivalent person to marshall such Pledgor's ass▇▇▇, ▇▇▇ such Pledgor hereby ratifies all of the Collateral into the name of the Administrative Agent that said attorney shall lawfully do or one or more of the Secured Parties or into the name of any transferee cause to whom the Collateral or any part thereof may be sold pursuant to Article VI done by virtue hereof; and (k) to perform the affirmative obligations of such Grantor hereunder. This power of attorney is a power coupled with an interest and shall be irrevocable for so long as any the term of this Agreement or earlier satisfaction in full of the Obligations Debenture. (other than contingent indemnification obligations for which no claim has been assertedc) shall remain outstanding and until all of Each Pledgor hereby irrevocably appoints the commitments relating thereto shall have been terminated. The Administrative Agent shall be under no duty to exercise or withhold the exercise of any of the rights, powers, privileges and options expressly or implicitly granted to the Administrative Agent in this Agreement, and shall not be liable for any failure to do so or any delay in doing so. The Administrative Agent shall not be liable for any act or omission or for any error of judgment or any mistake of fact or law in its individual capacity or its capacity as such Pledgor's attorney-in-fact except acts or omissions resulting from its gross negligence or willful misconduct. This power of attorney is conferred on the Administrative Agent solely to protectfact, preserve and realize upon its security interest with full authority in the Collateralplace and stead of such Pledgor and in the name of such Pledgor, from time to time in the Agent's discretion, to take any action and to execute any instrument which the Pledgees may deem necessary or advisable to accomplish the purposes of this Agreement, including the filing, in its sole discretion, of one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of such Pledgor where permitted by law.

Agent Appointed Attorney-in-Fact. Each Grantor (a) The Pledgors hereby designates and appoints appoint the Administrative Agent, on behalf of Agent as the Secured Parties, and each of its designees or agents, as Pledgors’ attorney-in-fact fact, with full authority in the place and stead of, and in the name of, the Pledgors or otherwise, from time to time in the Agent's discretion to take any action and to execute any instrument which the Agent may deem necessary or desirable to accomplish the purposes of such Grantorthis Agreement, irrevocably including, without limitation, to receive, endorse and collect all instruments made payable to the Pledgors representing any dividend, interest payment or other distribution in respect of the Pledged Collateral or any part thereof and to give full discharge for the same. (b) Each Pledgor authorizes the Agent, and hereby makes, constitutes and appoints the Agent and its respective officers, agents, successors or assigns with full power of substitution, as the Pledgors’ true and lawful attorney-in-fact, with authority to take any or all power, in the name of the following actions upon Pledgees or the Pledgors, to, after the occurrence and during the continuance of an Event of Default until the Termination Date in accordance with the terms hereof: Default, (ai) to demandendorse any checks, collectdrafts, settle, compromise and adjust, and give discharges and releases concerning the Collateral, all as the Administrative Agent may deem reasonably appropriate; money orders or other instruments of payment (b) to commence and prosecute any actions at any court for the purposes of collecting any of the Collateral and enforcing any other right including payments payable under or in respect thereof; (cof any policy of insurance) to defend, settle or compromise any action brought in respect of the Pledged Collateral andthat may come into possession of the Pledgee; (ii) to sign and endorse any financing statement pursuant to the UCC or any invoice, freight or express b▇▇▇, b▇▇▇ of lading, storage or warehouse receipts, drafts against Pledgors, assignments, verifications and notices in connection therewithwith accounts, give such discharge or release as and other documents relating to the Administrative Agent may deem reasonably appropriate; Pledged Collateral; (diii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Pledged Collateral; ; (eiv) to direct any parties liable demand, collect, receipt for, compromise, settle and s▇▇ for any payment in connection with any of the Collateral to make payment of any and all monies due and to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct; (f) to receive payment of and receipt for any and all monies, claims, and other amounts due and to become due at any time in respect of the Pledged Collateral; (v) generally, to do, at the option of the Pledgees, and at the expense of the Pledgors, severally and jointly, at any time, or arising out of any Collateral; (g) from time to sign time, all acts and endorse any draftsthings which the Pledgees deem necessary to protect, assignments, proxies, stock powers, verifications, notices preserve and other documents relating to realize upon the Collateral; (h) to execute Pledged Collateral and deliver all assignments, conveyances, statements, financing statements, renewal financing statements, security and pledge agreements, affidavits, notices and other agreements, instruments and documents that the Administrative Agent may deem reasonably appropriate Security Interest granted herein in order to perfect and maintain effect the security interests and liens granted in intent of this Agreement all as fully and effectually as the Pledgors might or could do; and (vi) in order to fully consummate all the event of the transactions contemplated therein; (i) to exchange any of the Collateral or other property upon any merger, consolidation, reorganization, recapitalization or other readjustment of the issuer thereof and, in connection therewith, deposit any of the Collateral with any committee, depository, transfer agent, registrar or other designated agency upon such terms as the Administrative Agent may deem reasonably appropriate; (j) to vote for a shareholder or member resolution, or to sign an instrument in writing, sanctioning the transfer bankruptcy of any Pledgor, to appoint a receiver or equivalent person to m▇▇▇▇▇▇▇ such Pledgor’s assets, and such Pledgor hereby ratifies all of the Collateral into the name of the Administrative Agent that said attorney shall lawfully do or one or more of the Secured Parties or into the name of any transferee cause to whom the Collateral or any part thereof may be sold pursuant to Article VI done by virtue hereof; and (k) to perform the affirmative obligations of such Grantor hereunder. This power of attorney is a power coupled with an interest and shall be irrevocable for so the term of this Agreement and thereafter as long as any of the Obligations (other than contingent indemnification obligations for which no claim has been asserted) shall remain outstanding and until all of the commitments relating thereto shall have been terminated. The Administrative Agent shall be under no duty to exercise or withhold outstanding. (c) Each Pledgor hereby irrevocably appoints the exercise of any of the rights, powers, privileges and options expressly or implicitly granted to the Administrative Agent in this Agreement, and shall not be liable for any failure to do so or any delay in doing so. The Administrative Agent shall not be liable for any act or omission or for any error of judgment or any mistake of fact or law in its individual capacity or its capacity as such Pledgor’s attorney-in-fact except acts or omissions resulting from its gross negligence or willful misconduct. This power of attorney is conferred on the Administrative Agent solely to protectfact, preserve and realize upon its security interest with full authority in the Collateralplace and stead of such Pledgor and in the name of such Pledgor, from time to time in the Agent’s discretion, to take any action and to execute any instrument which the Pledgees may deem necessary or advisable to accomplish the purposes of this Agreement, including the filing, in its sole discretion, of one or more financing or continuation statements and amendments thereto, relative to any of the Pledged Collateral without the signature of such Pledgor where permitted by law.