Common use of Appointment of Attorney-in-Fact Clause in Contracts

Appointment of Attorney-in-Fact. The Trustee for each series of Securities is hereby appointed, and each and every Holder of Securities of such series, by receiving and holding the same, shall be conclusively deemed to have appointed such Trustee, the true and lawful attorney-in-fact of such Holder, with authority to make or file (whether or not the Company shall be in default in respect of the payment of the principal of, or premium or interest, if any, on any of the Securities of such series), in its own name as trustee of an express trust or otherwise as it shall deem advisable, in any receivership, insolvency, liquidation, bankruptcy, reorganization, or other judicial proceedings relative to the Company or any other obligor upon such Securities or to their respective creditors or property, any and all claims, proofs of claim, proofs of debt, petitions, consents, other papers and documents, and amendments of any thereof, as may be necessary or advisable in order to have the claims of the Trustee and of the Holders of such Securities allowed in any such proceeding and to collect and receive any moneys or other property payable or deliverable on any such claim, and to execute and deliver any and all other papers and documents and to do and perform any and all other acts and things, as it may deem necessary or advisable in order to enforce in any such proceedings any of the claims of such Trustee and of any of such holders in respect of any of the Securities of such series; and any receiver, assignee, custodian, trustee, or debtor in any such proceedings is hereby authorized, and each and every Holder of the Securities of such series, by receiving and holding the same, shall be conclusively deemed to have authorized any such receiver, assignee, custodian, trustee, or debtor, to make any such payment or delivery to or on the order of such Trustee, and, in the event that such Trustee shall consent to the making of such payments or deliveries directly to the Holders of the Securities of such series, to pay to such Trustee any amount due it for compensation and expenses, including counsel fees and expenses, incurred by it down to the date of such payment or delivery; provided, however, that nothing herein contained shall be deemed to authorize or empower such Trustee to consent to or accept or adopt, on behalf of any Holder of Securities of such series, any plan of reorganization or readjustment of the Company affecting the Securities of such series or the rights of any Holder thereof, or to authorize or empower such Trustee to vote in respect of the claim of any Holder of any Securities of such series in any such proceedings.

Appointment of Attorney-in-Fact. The Trustee for each series of Securities is hereby appointed, and each and every Holder of Securities of such series, by receiving and holding the same, shall be conclusively deemed to have appointed such Trustee, the true and lawful attorney-in-fact of such Holder, with authority to make or file (whether or not the Company shall be in default in respect of the payment of the principal of, or premium or interest, if any, on any of the Securities of such series), in its own name as trustee of an express trust or otherwise as it shall deem advisable, in any receivership, insolvency, liquidation, bankruptcy, reorganization, or other judicial proceedings relative to the Company or any other obligor upon such Securities or to their respective creditors or property, any and all claims, proofs of claim, proofs of debt, petitions, consents, other papers and documents, and amendments of any thereof, as may be necessary or advisable in order to have the claims of the Trustee and of the Holders of such Securities allowed in any such proceeding and to collect and receive any moneys or other property payable or deliverable on any such claim, and to execute and deliver any and all other papers and documents and to do and perform any and all other acts and things, as it may deem necessary or advisable in order to enforce in any such proceedings any of the claims of such Trustee and of any of such holders Holders in respect of any of the Securities of such series; and any receiver, assignee, custodian, trustee, or debtor in any such proceedings is hereby authorized, and each and every Holder of the Securities of such series, by receiving and holding the same, shall be conclusively deemed to have authorized any such receiver, assignee, custodian, trustee, or debtor, to make any such payment or delivery to or on the order of such Trustee, and, in the event that such Trustee shall consent to the making of such payments or deliveries directly to the Holders of the Securities of such series, to pay to such Trustee any amount due it for compensation and expenses, including counsel fees and expenses, incurred by it down to the date of such payment or delivery; provided, however, that nothing herein contained shall be deemed to authorize or empower such Trustee to consent to or accept or adopt, on behalf of any Holder of Securities of such series, any plan of reorganization or readjustment of the Company affecting the Securities of such series or the rights of any Holder thereof, or to authorize or empower such Trustee to vote in respect of the claim of any Holder of any Securities of such series in any such proceedings.

Appointment of Attorney-in-Fact. The Trustee for each series Series of Securities is hereby appointed, and each and every Holder of Securities of such seriesSeries, by receiving and holding the same, shall be conclusively deemed to have appointed such Trustee, the true and lawful attorney-in-fact of such Holder, with authority to make or file (whether or not the Company shall be in default in respect of the payment of the principal of, or premium or interest, if any, on any of the Securities of such seriesSeries), in its own name as trustee of an express trust or otherwise as it shall deem advisable, in any receivership, insolvency, liquidation, bankruptcy, reorganization, or other judicial proceedings relative to the Company or any other obligor upon such Securities or to their respective creditors or property, any and all claims, proofs of claim, proofs of debt, petitions, consents, other papers and documents, and amendments of any thereof, as may be necessary or advisable in order to have the claims of the Trustee and of the Holders of such Securities allowed in any such proceeding and to collect and receive any moneys or other property payable or deliverable on any such claim, and to execute and deliver any and all other papers and documents and to do and perform any and all other acts and things, as it may deem necessary or advisable in order to enforce in any such proceedings any of the claims of such Trustee and of any of such holders Holders in respect of any of the Securities of such seriesSeries; and any receiver, assignee, custodian, trustee, or debtor in any such proceedings is hereby authorized, and each and every Holder of the Securities of such seriesSeries, by receiving and holding the same, shall be conclusively deemed to have authorized any such receiver, assignee, custodian, trustee, or debtor, to make any such payment or delivery to or on the order of such Trustee, and, in the event that such Trustee shall consent to the making of such payments or deliveries directly to the Holders of the Securities of such seriesSeries, to pay to such Trustee any amount due it for compensation and expenses, including counsel fees and expenses, incurred by it down to the date of such payment or delivery; provided, however, that nothing herein contained shall be deemed to authorize or empower such Trustee to consent to or accept or adopt, on behalf of any Holder of Securities of such seriesSeries, any plan of reorganization or readjustment of the Company affecting the Securities of such series Series or the rights of any Holder thereof, or to authorize or empower such Trustee to vote in respect of the claim of any Holder of any Securities of such series Series in any such proceedings.

Appointment of Attorney-in-Fact. The Trustee for each series of Securities is Lender shall hereby appointedhave the right, and each Borrower hereby irrevocably makes, constitutes, and every Holder of Securities of such seriesappoints the Lender (and all officers, employees, or agents designated by receiving and holding the same, shall be conclusively deemed to have appointed such Trustee, the Lender) as its true and lawful attorney-in-fact of such Holderand agent, with authority full power of substitution, from time to make time following the occurrence of an Event of Default which is continuing and without assent by such Borrower: (a) to effectuate, in such Borrower’s name, such Borrower’s obligations under this Agreement, (b) in such Borrower’s or file Lender’s name: (whether or not the Company shall be in default in respect of the i) to demand payment of the principal ofAccounts of such Borrower, (ii) to enforce payment of such Accounts, by legal proceedings or otherwise, (iii) to exercise all of such Borrower’s rights and remedies with respect to the collection of such Accounts and any other Collateral, (iv) to settle, adjust, compromise, extend, or premium renew such Accounts, (v) to settle, adjust, or interestcompromise any legal proceedings brought to collect such Accounts, (vi) if anypermitted by applicable Law, to sell or assign such Accounts and other Collateral, (vii) to take control, in any manner, of any item of payment or Proceeds relating to any Collateral, (viii) to prepare, file, and sign such Borrower’s name on a proof of claim in a bankruptcy against any Account Debtor or on any notice of Lien, assignment, or satisfaction of Lien in connection with such Accounts, (ix) to do all acts and things reasonably necessary, in the Lender’s good faith discretion, to fulfill such Borrower’s obligations under this Agreement, (x) to endorse the name of such Borrower upon any of the Securities items of payment or Proceeds relating to any Collateral and apply the same to the Obligations, (xi) to endorse the name of such series)Borrower upon any Chattel Paper, in its own document, Instrument, invoice, freight xxxx, xxxx of lading, or similar document or agreement relating to such Accounts, such Borrower’s Inventory and any other Collateral, (xii) to use such Borrower’s stationery and sign the name as trustee of an express trust such Borrower to verifications of such Accounts and notices thereof to Account Debtors, (xiii) to use the information recorded on or otherwise as it shall deem advisable, contained in any receivershipdata processing equipment and computer hardware and software relating to such Accounts, insolvencysuch Inventory, liquidationand any other Collateral to which.such Borrower has access, bankruptcy(xiv) to make and adjust claims under such policies of insurance insuring the Collateral, reorganizationreceive and endorse the name of such Borrower on any check, draft, instrument or other judicial proceedings relative item of payment for the proceeds of such policies, and make all determinations with respect to such policies, and (xvi) to notify post office authorities to change the address for delivery of such Borrower’s mail to an address designated by the Lender, receive and open all mail addressed to such Borrower, and, after removing all Collections, forward the mail to such Borrower, (c) to pay or discharge taxes or Liens levied against the Collateral; (d) to take all action necessary to grant the Lender sole access to any Lockbox or Deposit Account of such Borrower, (e) contact Account Debtors to pay any Collections to the Company Lockbox, (f) upon notice to the Borrower Representative, to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral and to enforce any other obligor upon such Securities or to their respective creditors or property, any and all claims, proofs of claim, proofs of debt, petitions, consents, other papers and documents, and amendments of any thereof, as may be necessary or advisable in order to have the claims of the Trustee and of the Holders of such Securities allowed in any such proceeding and to collect and receive any moneys or other property payable or deliverable on any such claim, and to execute and deliver any and all other papers and documents and to do and perform any and all other acts and things, as it may deem necessary or advisable in order to enforce in any such proceedings any of the claims of such Trustee and of any of such holders right in respect of any Collateral; (g) upon notice to the Borrower Representative, to defend any suit, action or proceeding brought against the Borrower with respect to any Collateral; (h) upon notice to the Borrower Representative to settle, compromise or adjust any such suit, action or proceeding; (i) to sell, transfer, pledge, or make any agreement with respect to the Collateral; and (j) to do, at the Lender’s option and such Borrower’s expense, at any time, or from time to time, all acts and things which the Lender reasonably deems necessary to protect, preserve or realize upon the Collateral. Each Borrower 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. The expenses of the Securities Lender incurred in connection with such the exercise of such series; and any receiverpower of attorney, assignee, custodian, trustee, or debtor in any such proceedings is hereby authorized, and each and every Holder of together with interest thereon at a the Securities of such series, by receiving and holding rate then applicable hereunder the sameLoan, shall be conclusively deemed to have authorized any such receiver, assignee, custodian, trustee, or debtor, to make any such payment or delivery to or on payable by the order of such Trustee, and, in the event that such Trustee shall consent Borrowers to the making of such payments or deliveries directly to the Holders of the Securities of such series, to pay to such Trustee any amount due it for compensation and expenses, including counsel fees and expenses, incurred by it down to the date of such payment or delivery; provided, however, that nothing herein contained shall be deemed to authorize or empower such Trustee to consent to or accept or adopt, Lender on behalf of any Holder of Securities of such series, any plan of reorganization or readjustment of the Company affecting the Securities of such series or the rights of any Holder thereof, or to authorize or empower such Trustee to vote in respect of the claim of any Holder of any Securities of such series in any such proceedingsdemand.

Appointment of Attorney-in-Fact. The Trustee for each series of Securities is Lender shall hereby appointedhave the right, and each Borrower hereby irrevocably makes, constitutes, and every Holder of Securities of such seriesappoints the Lender (and all officers, employees, or agents designated by receiving and holding the same, shall be conclusively deemed to have appointed such Trustee, the Lender) as its true and lawful attorney-in-fact of such Holderand agent, with authority full power of substitution, from time to make time following the occurrence of an Event of Default which is continuing and without assent by such Borrower: (a) to effectuate, in such Borrower’s name, such Borrower’s obligations under this Agreement, (b) in such Borrower’s or file Lender’s name: (whether or not the Company shall be in default in respect of the i) to demand payment of the principal ofAccounts of such Borrower, (ii) to enforce payment of such Accounts, by legal proceedings or otherwise, (iii) to exercise all of such Borrower’s rights and remedies with respect to the collection of such Accounts and any other Collateral, (iv) to settle, adjust, compromise, extend, or premium renew such Accounts, (v) to settle, adjust, or interestcompromise any legal proceedings brought to collect such Accounts, (vi) if anypermitted by applicable Law, to sell or assign such Accounts and other Collateral, (vii) to take control, in any manner, of any item of payment or Proceeds relating to any Collateral, (viii) to prepare, file, and sign such Borrower’s name on a proof of claim in a bankruptcy against any Account Debtor or on any notice of Lien, assignment, or satisfaction of Lien in connection with such Accounts, (ix) to do all acts and things reasonably necessary, in the Lender’s good faith discretion, to fulfill such Borrower’s obligations under this Agreement, (x) to endorse the name of such Borrower upon any of the Securities items of payment or Proceeds relating to any Collateral and apply the same to the Obligations, (xi) to endorse the name of such series)Borrower upon any Chattel Paper, in its own document, Instrument, invoice, freight xxxx, xxxx of lading, or similar document or agreement relating to such Accounts, such Borrower’s Inventory and any other Collateral, (xii) to use such Borrower’s stationery and sign the name as trustee of an express trust such Borrower to verifications of such Accounts and notices thereof to Account Debtors, (xiii) to use the information recorded on or otherwise as it shall deem advisable, contained in any receivershipdata processing equipment and computer hardware and software relating to such Accounts, insolvencysuch Inventory, liquidationand any other Collateral to which such Borrower has access, bankruptcy(xiv) to make and adjust claims under such policies of insurance insuring the Collateral, reorganizationreceive and endorse the name of such Borrower on any check, draft, instrument or other judicial proceedings relative item of payment for the proceeds of such policies, and make all determinations with respect to such policies, and (xvi) to notify post office authorities to change the address for delivery of such Borrower’s mail to an address designated by the Lender, receive and open all mail addressed to such Borrower, and, after removing all Collections, forward the mail to such Borrower, (c) to pay or discharge taxes or Liens levied against the Collateral; (d) to take all action necessary to grant the Lender sole access to any Lockbox or Deposit Account of such Borrower, (e) contact Account Debtors to pay any Collections to the Company Lockbox, (f) upon notice to the Borrower Representative, to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral and to enforce any other obligor upon such Securities or to their respective creditors or property, any and all claims, proofs of claim, proofs of debt, petitions, consents, other papers and documents, and amendments of any thereof, as may be necessary or advisable in order to have the claims of the Trustee and of the Holders of such Securities allowed in any such proceeding and to collect and receive any moneys or other property payable or deliverable on any such claim, and to execute and deliver any and all other papers and documents and to do and perform any and all other acts and things, as it may deem necessary or advisable in order to enforce in any such proceedings any of the claims of such Trustee and of any of such holders right in respect of any Collateral; (g) upon notice to the Borrower Representative, to defend any suit, action or proceeding brought against the Borrower with respect to any Collateral; (h) upon notice to the Borrower Representative to settle, compromise or adjust any such suit, action or proceeding; (i) to sell, transfer, pledge, or make any agreement with respect to the Collateral; and (j) to do, at the Lender’s option and such Borrower’s expense, at any time, or from time to time, all acts and things which the Lender reasonably deems necessary to protect, preserve or realize upon the Collateral. Each Borrower 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. The expenses of the Securities Lender incurred in connection with such the exercise of such series; and any receiverpower of attorney, assignee, custodian, trustee, or debtor in any such proceedings is hereby authorized, and each and every Holder of together with interest thereon at a the Securities of such series, by receiving and holding rate then applicable hereunder the sameLoans, shall be conclusively deemed to have authorized any such receiver, assignee, custodian, trustee, or debtor, to make any such payment or delivery to or on payable by the order of such Trustee, and, in the event that such Trustee shall consent Borrowers to the making of such payments or deliveries directly to the Holders of the Securities of such series, to pay to such Trustee any amount due it for compensation and expenses, including counsel fees and expenses, incurred by it down to the date of such payment or delivery; provided, however, that nothing herein contained shall be deemed to authorize or empower such Trustee to consent to or accept or adopt, Lender on behalf of any Holder of Securities of such series, any plan of reorganization or readjustment of the Company affecting the Securities of such series or the rights of any Holder thereof, or to authorize or empower such Trustee to vote in respect of the claim of any Holder of any Securities of such series in any such proceedingsdemand.

Appointment of Attorney-in-Fact. The Trustee for each series of Securities is Company hereby appointed, irrevocably appoints the Bank (and each and every Holder of Securities of such series, all persons designated by receiving and holding the same, shall be conclusively deemed to have appointed such Trustee, Bank) as the Company's true and lawful attorneyattorney (and agent-in-fact fact) to: upon the occurrence and during the continuance of such Holder, with authority to make an Event of Default in the Company's or file Bank's name: (whether or not the Company shall be in default in respect of the i) demand payment of the principal ofAccounts Receivable, (ii) enforce payment of the Accounts Receivable, by legal proceedings or otherwise, (iii) exercise all of the Company's rights and remedies with respect to the collection of the Accounts and any other Collateral, (iv) settle, adjust, compromise, extend, or premium renew the Accounts Receivable, (v) settle, adjust, or interestcompromise any legal proceedings brought to collect the Accounts Receivable, (vi) if anypermitted by applicable law, sell or assign the Accounts Receivable and other Collateral upon such terms, for such amounts, and at such time or times as the Bank deems advisable, (vii) discharge and release the Accounts Receivable and any other Collateral, (viii) take control, in any manner, of any item of payment or proceeds relating to any Collateral, (ix) prepare, file, and sign the Company's name on a proof of claim in bankruptcy or similar document against any Account Debtor, (x) prepare, file, and sign the Company's name on any notice of Lien, assignment, or satisfaction of Lien or similar document in connection with the Accounts Receivable, (xi) do all acts and things necessary, in the Bank's discretion, to fulfill the Company's obligations under this Agreement, (xii) endorse the name of the Company upon any of the Securities items of such series)payment or proceeds relating to any Collateral and deposit the same to the account of the Bank on account of the Obligations, in its own (xiii) endorse the name as trustee of an express trust the Company upon any Chattel Paper, document, Instrument, invoice, freight xxxx, xxxx of lading, or otherwise as it shall deem advisablesimilar document or agreement relating to the Accounts Receivable, Inventory and any other Collateral, (xiv) use the Company's stationery and sign the name of the Company to verifications of the Accounts Receivable and notices thereof to Account Debtors, (xv) use the information recorded on or contained in any receivership, insolvency, liquidation, bankruptcy, reorganization, or other judicial proceedings relative data processing equipment and computer hardware and software relating to the Company or Accounts Receivable, Inventory, and any other obligor upon such Securities or Collateral to their respective creditors or property, any and all claims, proofs of claim, proofs of debt, petitions, consents, other papers and documentswhich the Company has access, and amendments of any thereof, as may be necessary or advisable in order (xvi) notify post office authorities to have change the claims address for delivery of the Trustee Company's mail to an address designated by the Bank, receive and of open all mail addressed to the Holders of such Securities allowed in any such proceeding and to collect and receive any moneys or other property payable or deliverable on any such claim, and to execute and deliver any and all other papers and documents and to do and perform any and all other acts and things, as it may deem necessary or advisable in order to enforce in any such proceedings any of the claims of such Trustee and of any of such holders in respect of any of the Securities of such series; and any receiver, assignee, custodian, trustee, or debtor in any such proceedings is hereby authorized, and each and every Holder of the Securities of such series, by receiving and holding the same, shall be conclusively deemed to have authorized any such receiver, assignee, custodian, trustee, or debtor, to make any such payment or delivery to or on the order of such TrusteeCompany, and, in after removing all Collections and Remittances and other Proceeds of Collateral, forward the event that such Trustee shall consent mail to the making Company. The Company hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of such payments or deliveries directly to the Holders of the Securities of such series, to pay to such Trustee any amount due it for compensation attorney is a power coupled with an interest and expenses, including counsel fees and expenses, incurred by it down to the date of such payment or delivery; provided, however, that nothing herein contained shall be deemed to authorize or empower such Trustee to consent to or accept or adopt, on behalf of any Holder of Securities of such series, any plan of reorganization or readjustment of the Company affecting the Securities of such series or the rights of any Holder thereof, or to authorize or empower such Trustee to vote in respect of the claim of any Holder of any Securities of such series in any such proceedingsirrevocable.

Appointment of Attorney-in-Fact. The Trustee for Lender shall hereby have the right and each series of Securities is Borrower hereby appointedirrevocably makes, constitutes, and each appoints the Lender (and every Holder of Securities of such seriesall officers, employees, or agents designated by receiving and holding the same, shall be conclusively deemed to have appointed such Trustee, the Lender) as its true and lawful attorney-in-fact of such Holderand agent, with authority full power of substitution, from time to make time following the occurrence of an Event of Default which is continuing and without assent by such Borrower: (a) to effectuate, in such Borrower’s name, such Borrowers’ obligations under this Agreement, (b) in such Borrower’s or file Lender’s name: (whether or not the Company shall be in default in respect of the i) to demand payment of the principal ofAccounts of such Borrower, (ii) to enforce payment of such Accounts, by legal proceedings or otherwise, (iii) to exercise all of such Borrower’s rights and remedies with respect to the collection of such Accounts and any other Collateral, (iv) to settle, adjust, compromise, extend, or premium renew such Accounts, (v) to settle, adjust, or interestcompromise any legal proceedings brought to collect such Accounts, (vi) if anypermitted by applicable Law, to sell or assign such Accounts and other Collateral, (vii) to take control, in any manner, of any item of payment or Proceeds relating to any Collateral, (viii) to prepare, file, and sign such Borrower’s name on a proof of claim in a bankruptcy against any Account Debtor or on any notice of Lien, assignment, or satisfaction of Lien in connection with such Accounts, (ix) to do all acts and things reasonably necessary, in the Lender’s good faith discretion, to fulfill such Borrower’s obligations under this Agreement, (x) to endorse the name of such Borrower upon any of the Securities items of payment or Proceeds relating to any Collateral and applying the same to the Obligations, (xi) to endorse the name of such series)Borrower upon any Chattel Paper, in its own document, Instrument, invoice, freight xxxx, xxxx of lading, or similar document or agreement relating to such Accounts, such Borrower’s inventory and any other Collateral, (xii) to use such Borrower’s stationery and sign the name as trustee of an express trust such Borrower to verifications of such Accounts and notices thereof to Account Debtors, (xiii) to use the information recorded on or otherwise as it shall deem advisable, contained in any receivershipdata processing equipment and computer hardware and software relating to such Accounts, insolvencysuch Inventory, liquidationand any other Collateral to which such Borrower has access, bankruptcy(xiv) to make and adjust claims under such policies of insurance insuring the Collateral, reorganizationreceive and endorse the name of such Borrower on any check, draft, instrument or other judicial proceedings relative item of payment for the proceeds of such policies, and make all determinations with respect to such policies, and (xv) to notify the post office authorities to change the address for delivery of such Borrower’s mail to an address designated by the Lender, receive and open all mail addressed to such Borrower, and after removing all Collections, forward the mail to such Borrower; (c) to pay or discharge taxes or Liens levied against the Collateral; (d) to take all action necessary to grant the Lender sole access to any Lockbox or Deposit Account of such Borrower; (e) contact Account Debtors to pay any Collections to the Company Lockbox; (f) upon notice to the Borrower’s Representative, to commence and prosecute any suits, actions or proceedings (including arbitration actions) at law or in equity in any court of competent jurisdiction to collect the Collateral and to enforce any other obligor upon such Securities or to their respective creditors or property, any and all claims, proofs of claim, proofs of debt, petitions, consents, other papers and documents, and amendments of any thereof, as may be necessary or advisable in order to have the claims of the Trustee and of the Holders of such Securities allowed in any such proceeding and to collect and receive any moneys or other property payable or deliverable on any such claim, and to execute and deliver any and all other papers and documents and to do and perform any and all other acts and things, as it may deem necessary or advisable in order to enforce in any such proceedings any of the claims of such Trustee and of any of such holders right in respect of any Collateral; (g) upon notice to the Borrower’s Representative, to defend any suit, action, or proceeding (including arbitration actions) brought against the Borrower with respect to the Collateral; (h) upon notice to the Borrower Representative to settle, compromise or adjust any such suit, action or proceeding (including arbitration actions); (i) to sell, transfer, pledge, or make any agreement with respect to the Collateral; and (j) to do, at the Lender’s option and such Borrower’s expense, at any time, or form time to time, all acts and things which the Lender reasonably deems necessary to protect, preserve or realize upon the Collateral. Each Borrower 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. The expenses of the Securities Lender incurred in connection with the exercise of such series; and any receiverpower of attorney, assignee, custodian, trustee, or debtor in any such proceedings is hereby authorized, and each and every Holder of together with interest thereon at the Securities of such series, by receiving and holding the samerate applicable under this Agreement, shall be conclusively deemed to have authorized any such receiver, assignee, custodian, trustee, or debtor, to make any such payment or delivery to or on payable by the order of such Trustee, and, in the event that such Trustee shall consent Borrowers to the making of such payments or deliveries directly to the Holders of the Securities of such series, to pay to such Trustee any amount due it for compensation and expenses, including counsel fees and expenses, incurred by it down to the date of such payment or delivery; provided, however, that nothing herein contained shall be deemed to authorize or empower such Trustee to consent to or accept or adopt, Lender on behalf of any Holder of Securities of such series, any plan of reorganization or readjustment of the Company affecting the Securities of such series or the rights of any Holder thereof, or to authorize or empower such Trustee to vote in respect of the claim of any Holder of any Securities of such series in any such proceedings.demand. 45

Appointment of Attorney-in-Fact. The Trustee for each series of Securities is hereby appointed, and each and every Holder of Securities of such series, by receiving and holding the same, shall be conclusively deemed to have appointed such Trustee, the true and lawful attorney-in-fact of such Holder, with authority to make or file (whether or not the Company or the Guarantor shall be in default in respect of the payment of the principal of, or premium or interest, if any, on any of the Securities of such series), in its own name as trustee of an express trust or otherwise as it shall deem advisable, in any receivership, insolvency, liquidation, bankruptcy, reorganization, or other judicial proceedings relative to the Company Company, the Guarantor or any other obligor upon such Securities or to their respective creditors or property, any and all claims, proofs of claim, proofs of debt, petitions, consents, other papers and documents, and amendments of any thereof, as may be necessary or advisable in order to have the claims of the Trustee and of the Holders of such Securities allowed in any such proceeding and to collect and receive any moneys or other property payable or deliverable on any such claim, and to execute and deliver any and all other papers and documents and to do and perform any and all other acts and things, as it may deem necessary or advisable in order to enforce in any such proceedings any of the claims of such Trustee and of any of such holders in respect of any of the Securities of such series; and any receiver, assignee, custodian, trustee, or debtor in any such proceedings is hereby authorized, and each and every Holder of the Securities of such series, by receiving and holding the same, shall be conclusively deemed to have authorized any such receiver, assignee, custodian, trustee, or debtor, to make any such payment or delivery to or on the order of such Trustee, and, in the event that such Trustee shall consent to the making of such payments or deliveries directly to the Holders of the Securities of such series, to pay to such Trustee any amount due it for compensation and expenses, including counsel fees and expenses, incurred by it down to the date of such payment or delivery; provided, however, that nothing herein contained shall be deemed to require the Trustee to exercise any of its rights or powers as such attorney-in-fact, or to authorize or empower such Trustee to consent to or accept or adopt, on behalf of any Holder of Securities of such series, any plan of reorganization or readjustment of the Company or the Guarantor affecting the Securities of such series or the rights of any Holder thereof, or to authorize or empower such Trustee to vote in respect of the claim of any Holder of any Securities of such series in any such proceedings.

Appointment of Attorney-in-Fact. The Trustee for each series of Securities is Company hereby appointed, irrevocably appoints the Bank (and each and every Holder of Securities of such series, all persons designated by receiving and holding the same, shall be conclusively deemed to have appointed such Trustee, Bank) as the Company's true and lawful attorneyattorney (and agent-in-fact fact) authorized, upon the occurrence and during the continuance of such Holderan Event of Default in the Company's or the Bank's name, with authority to make or file (whether or not the Company shall be in default in respect of the i) demand payment of the principal ofAccounts Receivable, (ii) enforce payment of the Accounts Receivable, by legal proceedings or otherwise, (iii) exercise all of the Company's rights and remedies with respect to the collection of the Accounts and any other Collateral, (iv) settle, adjust, compromise, extend, or premium renew the Accounts Receivable, (v) settle, adjust, or interestcompromise any legal proceedings brought to collect the Accounts Receivable, (vi) if anypermitted by applicable law, sell or assign the Accounts Receivable and other Collateral upon such terms, for such amounts, and at such time or times as the Bank deems advisable, (vii) discharge and release the Accounts Receivable and any other Collateral, (viii) take control, in any manner, of any item of payment or proceeds relating to any Collateral, (ix) prepare, file, and sign the Company's name on a proof of claim in bankruptcy or similar document against any Account Debtor, (x) prepare, file, and sign the Company's name on any notice of Lien, assignment, or satisfaction of Lien or similar document in connection with the Accounts Receivable, (xi) do all acts and things necessary, in the Bank's discretion, to fulfill the Company's obligations under this Agreement, (xii) endorse the name of the Company upon any of the Securities items of such series)payment or proceeds relating to any Collateral and deposit the same to the account of the Bank on account of the Obligations, in its own (xiii) endorse the name as trustee of an express trust the Company upon any Chattel Paper, document, Instrument, invoice, freight xxxx, xxxx of lading, or otherwise as it shall deem advisablesimilar document or agreement relating to the Accounts Receivable, Inventory and any other Collateral, (xiv) use the Company's stationery and sign the name of the Company to verifications of the Accounts Receivable and notices thereof to Account Debtors, (xv) use the information recorded on or contained in any receivership, insolvency, liquidation, bankruptcy, reorganization, or other judicial proceedings relative data processing equipment and computer hardware and software relating to the Company or Accounts Receivable, Inventory, and any other obligor upon such Securities or Collateral to their respective creditors or property, any and all claims, proofs of claim, proofs of debt, petitions, consents, other papers and documentswhich the Company has access, and amendments of any thereof, as may be necessary or advisable in order (xvi) notify post office authorities to have change the claims address for delivery of the Trustee Company's mail to an address designated by the Bank, receive and of open all mail addressed to the Holders of such Securities allowed in any such proceeding and to collect and receive any moneys or other property payable or deliverable on any such claim, and to execute and deliver any and all other papers and documents and to do and perform any and all other acts and things, as it may deem necessary or advisable in order to enforce in any such proceedings any of the claims of such Trustee and of any of such holders in respect of any of the Securities of such series; and any receiver, assignee, custodian, trustee, or debtor in any such proceedings is hereby authorized, and each and every Holder of the Securities of such series, by receiving and holding the same, shall be conclusively deemed to have authorized any such receiver, assignee, custodian, trustee, or debtor, to make any such payment or delivery to or on the order of such TrusteeCompany, and, in after removing all Collections and Remittances and other Proceeds of Collateral, forward the event that such Trustee shall consent mail to the making Company. The Company hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of such payments or deliveries directly to the Holders of the Securities of such series, to pay to such Trustee any amount due it for compensation attorney is a power coupled with an interest and expenses, including counsel fees and expenses, incurred by it down to the date of such payment or delivery; provided, however, that nothing herein contained shall be deemed to authorize or empower such Trustee to consent to or accept or adopt, on behalf of any Holder of Securities of such series, any plan of reorganization or readjustment of the Company affecting the Securities of such series or the rights of any Holder thereof, or to authorize or empower such Trustee to vote in respect of the claim of any Holder of any Securities of such series in any such proceedingsirrevocable.

Appointment of Attorney-in-Fact. The Trustee for each series of Securities is hereby appointed, and each and every Holder of Securities of such series, by receiving and holding the same, shall be conclusively deemed to have appointed such Trustee, the true and lawful attorney-in-fact of such Holder, with authority to make or file (whether or not the Company or the Guarantor shall be in default in respect of the payment of the principal of, or premium or interest, if any, on any of the Securities of such series), in its own name as trustee of an express trust or otherwise as it shall deem advisable, in any receivership, insolvency, liquidation, bankruptcy, reorganization, or other judicial proceedings relative to the Company Company, the Guarantor or any other obligor upon such Securities or to their respective creditors or property, any and all claims, proofs of claim, proofs of debt, petitions, consents, other papers and documents, and amendments of any thereof, as may be necessary or advisable in order to have the claims of the Trustee and of the Holders of such Securities allowed in any such proceeding and to collect and receive any moneys or other property payable or deliverable on any such claim, and to execute and deliver any and all other papers and documents and to do and perform any and all other acts and things, as it may deem necessary or advisable in order to enforce in any such proceedings any of the claims of such Trustee and of any of such holders in respect of any of the Securities of such series; and any receiver, assignee, custodian, trustee, or debtor in any such proceedings is hereby authorized, and each and every Holder of the Securities of such series, by receiving and holding the same, shall be conclusively deemed to have authorized any such receiver, assignee, custodian, trustee, or debtor, to make any such payment or delivery to or on the order of such Trustee, and, in the event that such Trustee shall consent to the making of such payments or deliveries directly to the Holders of the Securities of such series, to pay to such Trustee any amount due it for compensation and expenses, including counsel fees and expenses, incurred by it down to the date of such payment or delivery; provided, however, that nothing herein contained shall be deemed to require the Trustee to exercise any of its rights or powers as such attorney-in-fact, or to authorize or empower such Trustee to consent to or accept or adopt, on behalf of any Holder of Securities of such series, any plan of reorganization or readjustment of the Company or the Guarantor affecting the Securities of such series or the rights of any Holder thereof, or to authorize or empower such Trustee to vote in respect of the claim of any Holder of any Securities of such series in any such proceedings.. The Bank of New York (as successor to JPMorgan Chase Bank, N.A.) is a party to the following indentures where CIT Group Funding Company of Canada or CIT Group Inc., as applicable, is the issuer thereunder:

Appointment of Attorney-in-Fact. The Trustee Borrowers hereby constitute and appoint Agent as ---------------------------------- Borrowers' attorney-in-fact with full authority in the place and stead of Borrowers and in the name of Borrowers, Agent or otherwise, from time to time in Agent's discretion (after an Event of Default has occurred) to take any action and to execute any instrument that Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including: (a) to ask, demand, collect, sue for, recover, compound, receive and gixx acquittance and receipts for each series moneys due and to become due under or in respect of Securities is hereby appointedany of the Collateral; (b) to enforce the obligations of any Account Debtor or other Person obligated on the Collateral and enforce the rights of any Borrower with respect to such obligations and to any property that secures such obligations; (c) to file any claims or take any action or institute any proceedings that Agent may deem necessary or desirable for the collection of or to preserve the value of any of the Collateral or otherwise to enforce the rights of Agent and Lenders with respect to any of the Collateral; (d) to pay or discharge taxes or Liens levied or placed upon or threatened against the Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by Agent in its sole discretion, and such payments made by Agent to become Obligations, due and payable promptly on demand; (e) to sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, assignments, verifications and notices in connection with Accounts, Chattel Paper or General Intangibles and other Documents relating to the Collateral; and (f) generally to take any act required of any Borrower under this Agreement, and to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though Agent were the absolute owner thereof for all purposes, and to do, at Agent's option and Borrowers' expense, at any time or from time to time, all acts and things that Agent deems necessary to protect, preserve or realize upon the Collateral. Without limiting the foregoing, each and every Holder of Securities Borrower hereby irrevocably authorizes the Agent to send to each Insurer that is an Account Debtor on any Account of such seriesBorrower any notice that such Borrower is required to deliver hereunder if such Borrower has failed to deliver any such notice within five (5) Business Days after such Borrower was required to deliver such notice. After the occurrence of an Event of Default, by receiving the Borrowers hereby constitute and holding the sameappoint Agent, shall be conclusively deemed to have appointed such Trustee, as the true and lawful attorney-in-fact for such Borrowers (with full authority in the place and stead of such HolderBorrowers and in the name of Borrowers) subject to any applicable law or regulation, with authority to make or file (whether or not for the Company shall be in default in respect additional purpose of permitting Agent to, by the payment of the principal of, or premium or interest, if any, on any of the Securities of such series), in its own name as trustee of an express trust or otherwise as it shall deem advisable, in any receivership, insolvency, liquidation, bankruptcy, reorganization, signature or other judicial proceedings relative to the Company or any other obligor upon such Securities or to their respective creditors or property, any and all claims, proofs of claim, proofs of debt, petitions, consents, other papers and documents, and amendments of any thereof, as may be necessary or advisable in order to have the claims of the Trustee and of the Holders of such Securities allowed in any such proceeding and to collect and receive any moneys or other property payable or deliverable on any such claim, and to execute and deliver any and all other papers and documents and to do and perform any and all other acts and things, as it may deem necessary or advisable in order to enforce in any such proceedings any of the claims of such Trustee and of any of such holders in respect act of any of the Securities Agent's officers (without requiring any of them to do so), direct any federal, state or private payor or fiscal intermediary to pay proceeds of the Collateral to such Borrower and for the account of such series; and Borrower (until a Sweep Event shall have occurred) by directing payment to any receiver, assignee, custodian, trustee, or debtor in any such proceedings is hereby authorized, and each and every Holder of the Securities HHLP Concentration Account, the Intermediate Concentration Account or the Agent's Concentration Account in accordance with the terms of such series, by receiving and holding the same, shall be conclusively deemed to have authorized any such receiver, assignee, custodian, trustee, or debtor, to make any such payment or delivery to or on the order of such Trustee, and, in the event that such Trustee shall consent relevant Lockbox Agreement to the making of such payments or deliveries directly to the Holders of the Securities of such series, to pay to such Trustee any amount due it for compensation and expenses, including counsel fees and expenses, incurred extent permitted by it down to the date of such payment or delivery; provided, however, that nothing herein contained shall be deemed to authorize or empower such Trustee to consent to or accept or adopt, on behalf of any Holder of Securities of such series, any plan of reorganization or readjustment of the Company affecting the Securities of such series or the rights of any Holder thereof, or to authorize or empower such Trustee to vote in respect of the claim of any Holder of any Securities of such series in any such proceedingslaw.

Appointment of Attorney-in-Fact. The Trustee for each series of Securities is Company hereby appointed, irrevocably appoints SNPE (and each and every Holder of Securities of such series, all persons designated by receiving and holding SNPE) as the same, shall be conclusively deemed to have appointed such Trustee, the Company's true and lawful attorneyattorney (and agent-in-fact fact) authorized, upon the occurrence and during the continuance of such Holderan Event of Default in the Company's or SNPE's name, with authority to make or file (whether or not the Company shall be in default in respect of the i) demand payment of the principal ofAccounts Receivable, (ii) enforce payment of the Accounts Receivable, by legal proceedings or otherwise, (iii) exercise all of the Company's rights and remedies with respect to the collection of the Accounts and any other Collateral, (iv) settle, adjust, compromise, extend, or premium renew the Accounts Receivable, (v) settle, adjust, or interestcompromise any legal proceedings brought to collect the Accounts Receivable, (vi) if anypermitted by applicable law, sell or assign the Accounts Receivable and other Collateral upon such terms, for such amounts, and at such time or times as SNPE deems advisable, (vii) discharge and release the Accounts Receivable and any other Collateral, (viii) take control, in any manner, of any item of payment or proceeds relating to any Collateral, (ix) prepare, file, and sign the Company's name on a proof of claim in bankruptcy or similar document against any Account Debtor, (x) prepare, file, and sign the Company's name on any notice of Lien, assignment, or satisfaction of Lien or similar document in connection with the Accounts Receivable, (xi) do all acts and things necessary, in the Bank's discretion, to fulfill the Company's obligations under this Agreement, (xii) endorse the name of the Company upon any of the Securities items of such series)payment or proceeds relating to any Collateral and deposit the same to the account of SNPE on account of the Obligations, in its own (xiii) endorse the name as trustee of an express trust the Company upon any Chattel Paper, document, Instrument, invoice, freight xxxx, xxxx of lading, or otherwise as it shall deem advisablesimilar document or agreement relating to the Accounts Receivable, Inventory and any other Collateral, (xiv) use the Company's stationery and sign the name of the Company to verifications of the Accounts Receivable and notices thereof to Account Debtors, (xv) use the information recorded on or contained in any receivership, insolvency, liquidation, bankruptcy, reorganization, or other judicial proceedings relative data processing equipment and computer hardware and software relating to the Company or Accounts Receivable, Inventory, and any other obligor upon such Securities or Collateral to their respective creditors or property, any and all claims, proofs of claim, proofs of debt, petitions, consents, other papers and documentswhich the Company has access, and amendments of any thereof, as may be necessary or advisable in order (xvi) notify post office authorities to have change the claims address for delivery of the Trustee Company's mail to an address designated by SNPE, receive and of open all mail addressed to the Holders of such Securities allowed in any such proceeding and to collect and receive any moneys or other property payable or deliverable on any such claim, and to execute and deliver any and all other papers and documents and to do and perform any and all other acts and things, as it may deem necessary or advisable in order to enforce in any such proceedings any of the claims of such Trustee and of any of such holders in respect of any of the Securities of such series; and any receiver, assignee, custodian, trustee, or debtor in any such proceedings is hereby authorized, and each and every Holder of the Securities of such series, by receiving and holding the same, shall be conclusively deemed to have authorized any such receiver, assignee, custodian, trustee, or debtor, to make any such payment or delivery to or on the order of such TrusteeCompany, and, in after removing all collections and remittances and other proceeds of Collateral, forward the event that such Trustee shall consent mail to the making Company. The Company hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of such payments or deliveries directly to the Holders of the Securities of such series, to pay to such Trustee any amount due it for compensation attorney is a power coupled with an interest and expenses, including counsel fees and expenses, incurred by it down to the date of such payment or delivery; provided, however, that nothing herein contained shall be deemed to authorize or empower such Trustee to consent to or accept or adopt, on behalf of any Holder of Securities of such series, any plan of reorganization or readjustment of the Company affecting the Securities of such series or the rights of any Holder thereof, or to authorize or empower such Trustee to vote in respect of the claim of any Holder of any Securities of such series in any such proceedingsirrevocable.