Common use of Attorney-in-Fact Clause in Contracts

Attorney-in-Fact. Each Grantor hereby appoints the Administrative Agent as the Grantor’s attorney-in-fact for the purposes of carrying out the provisions of this Security Agreement and taking any action and executing any instrument which the Administrative Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest; provided, that the Administrative Agent shall have and may exercise rights under this power of attorney only upon the occurrence and during the continuance of an Event of Default. Without limiting the generality of the foregoing, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall have the right and power (a) to ask, demand, collect, ▇▇▇ for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (b) to receive, endorse and collect any drafts or other instruments, documents and chattel paper in connection with clause (a) above; (c) to endorse such Grantor’s name on any checks, notes, drafts or any other payment relating to or constituting proceeds of the Collateral which comes into the Administrative Agent’s possession or the Administrative Agent’s control, and deposit the same to the account of the Administrative Agent, for the benefit of the Secured Parties, on account and for payment of the Secured Obligations. (d) to file any claims or take any action or institute any proceedings that the Administrative Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Administrative Agent, for the benefit of the Secured Parties, with respect to any of the Collateral; and (e) to execute, in connection with any sale or other disposition of Collateral provided for herein, any endorsement, assignments, or other instruments of conveyance or transfer with respect thereto.

Attorney-in-Fact. Each Grantor Pledgor hereby irrevocably constitutes and appoints the Administrative Agent Trustee as the Grantor’s its true and lawful attorney-in-fact for with full power and authority in the purposes place and stead of carrying out Pledgor and in the provisions name of this Security Agreement and taking Pledgor, Trustee or otherwise, from time to time in Trustee's discretion to take any action and executing to execute any instrument which to enforce all rights of Pledgor with respect to the Administrative Agent may deem necessary or advisable to accomplish the purposes hereofCollateral, which appointment is irrevocable and coupled with an interest; providedincluding, that the Administrative Agent shall have and may exercise rights under this power of attorney only upon the occurrence and during the continuance of an Event of Default. Without limiting the generality of the foregoing, upon the occurrence and during the continuance of an Event of Defaultwithout limitation, the Administrative Agent shall have the right and power (a) to ask, require, demand, collect, ▇▇▇ for, recover, compromise, receive and give acquittance for any and receipts all moneys and claims for moneys money due and to become due under or in respect of any arising out of the Collateral; (b) ; to receiveelect remedies thereunder, to endorse and collect any drafts checks or other instruments, documents and chattel paper instruments or orders in connection therewith; to vote, demand, receive and enforce Pledgor's rights with clause (a) above; (c) respect to endorse such Grantor’s the Collateral; to give appropriate receipts, releases and satisfactions for and on behalf of and in the name on any checksof Pledgor or, notesat the option of Trustee, drafts or any other payment relating to or constituting proceeds in the name of the Collateral which comes into the Administrative Agent’s possession or the Administrative Agent’s controlTrustee, and deposit with the same to the account of the Administrative Agent, for the benefit of the Secured Parties, on account force and for payment of the Secured Obligations. (d) effect as Pledgor could do if this Agreement had not been made; and to file any claims or take any action or institute any proceedings that the Administrative Agent in connection therewith which Trustee may reasonably deem to be necessary or desirable for advisable; provided, however, Trustee shall not exercise such rights unless upon the collection occurrence and during the continuation of any an Event of the Collateral or otherwise to enforce the rights Default. This power of the Administrative Agent, for the benefit of the Secured Parties, attorney is a power coupled with respect to any of the Collateral; and (e) to execute, in connection with any sale or other disposition of Collateral provided for herein, any endorsement, assignments, or other instruments of conveyance or transfer with respect theretoan interest and shall be irrevocable.

Attorney-in-Fact. Each Grantor hereby appoints the Revolving Administrative Agent as the Grantor’s attorney-in-fact for the purposes of carrying out the provisions of this Security Agreement and taking any action and executing any instrument which the Revolving Administrative Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest; provided, that the Revolving Administrative Agent shall have and may exercise rights under this power of attorney only upon the occurrence and during the continuance of an Event of Default. Without limiting the generality of the foregoing, upon the occurrence and during the continuance of an Event of Default, the Revolving Administrative Agent shall have the right and power: (a) to ask, demand, collect, ▇▇▇ for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (b) to receive, endorse and collect any drafts or other instruments, documents and chattel paper in connection with clause (a) above; (c) to endorse such Grantor’s name on any checks, notes, drafts or any other payment relating to or constituting proceeds of the Collateral which comes into the Revolving Administrative Agent’s possession or the Revolving Administrative Agent’s control, and deposit the same to the account of the Revolving Administrative Agent, for the benefit of the Secured Parties, on account and for payment of the Secured Obligations. (d) to file any claims or take any action or institute any proceedings that the Revolving Administrative Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Revolving Administrative Agent, for the benefit of the Secured Parties, with respect to any of the Collateral; and (e) to execute, in connection with any sale or other disposition of Collateral provided for herein, any endorsement, assignments, or other instruments of conveyance or transfer with respect thereto.

Attorney-in-Fact. Each Grantor Subject to the rights of the Borrower under Sections 2.05 and 2.06, the Borrower hereby appoints the Administrative Collateral Agent as the Grantor’s its attorney-in-fact for the purposes purpose of carrying out the provisions of this Security Agreement and, following the occurrence and during the continuation of an Event of Default, taking any action and executing any instrument instruments which the Administrative Collateral Agent may deem necessary or reasonably advisable to accomplish the purposes hereofof this Agreement, which to preserve the validity, perfection and priority of the Liens granted by this Agreement and to exercise its rights, remedies, powers and privileges under Article VI of this Agreement. This appointment as attorney-in-fact is irrevocable and coupled with an interest; provided, that the Administrative Agent shall have and may exercise rights under this power of attorney only upon the occurrence and during the continuance of an Event of Default. Without limiting the generality of the foregoing, upon the Collateral Agent shall be entitled under this Agreement, following the occurrence and during the continuance continuation of an Event of Default, the Administrative Agent shall have the right and power Default (a) to ask, demand, collect, ▇▇▇ for, recover, compromise, receive and give acquittance receipt and receipts discharge for moneys amounts due and to become due under or and in respect of all or any part of the Collateral; , (b) to receive, endorse and collect any drafts Instruments or other instrumentsdrafts, documents and chattel paper Chattel Paper in connection with clause (a) above; above (including any draft or check representing the proceeds of insurance or the return of unearned premiums), (c) to endorse such Grantor’s name on any checks, notes, drafts or any other payment relating to or constituting proceeds of the Collateral which comes into the Administrative Agent’s possession or the Administrative Agent’s control, and deposit the same to the account of the Administrative Agent, for the benefit of the Secured Parties, on account and for payment of the Secured Obligations. (d) to file any claims or take any action or institute any proceedings proceeding that the Administrative Collateral Agent may deem necessary or desirable reasonably advisable for the collection of all or any part of the Collateral, including the collection of any compensation due and to become due under any contract or agreement with respect to all or any part of the Collateral or otherwise to enforce the rights of the Administrative Agent, for the benefit of the Secured Parties, with respect to any of the Collateral; and and (ed) to execute, in connection with any sale or other disposition of the Collateral provided for hereinunder Article VI, any endorsementendorsements, assignments, bills of sale or other instruments of conveyance or transfer with respect theretoto all or any part of the Collateral.

Attorney-in-Fact. Each Grantor (a) Borrower hereby appoints Holder the Administrative Agent as the Grantor’s attorney-in-attorney in fact of Borrower for the purposes purpose of carrying out the provisions of this Security Agreement Note and the Assignment and taking any action and executing any instrument instruments which the Administrative Agent Holder may deem necessary or advisable to accomplish the purposes hereofof this Note and the Assignment, which to preserve the validity, perfection and priority of the liens granted by the Assignment and, following any default, to exercise its rights, remedies, powers and privileges under this Note and the Assignment. This appointment as attorney in fact is irrevocable and coupled with an interest; provided, that the Administrative Agent shall have and may exercise rights under this power of attorney only upon the occurrence and during the continuance of an Event of Default. Without limiting the generality of the foregoing, Holder shall be entitled under this Note and the Assignment upon the occurrence and during the continuance continuation of an any Event of DefaultDefault (i) to make, the Administrative Agent shall have the right sign, file and power record any security instruments, (aii) to ask, demand, collect, ▇s▇▇ for, recover, compromise, receive and give acquittance receipt and receipts discharge for moneys amounts due and to become due under or and in respect of all or any part of the Collateral; ; (biii) to receive, endorse and collect any drafts instruments or other drafts, instruments, documents and chattel paper in connection with clause (aii) above; above (c) to endorse such Grantor’s name on including any checks, notes, drafts draft or any other payment relating to or constituting check representing the proceeds of the Collateral which comes into the Administrative Agent’s possession insurance or the Administrative Agent’s control, and deposit the same to the account return of the Administrative Agent, for the benefit of the Secured Parties, on account and for payment of the Secured Obligations. unearned premiums); (div) to file any claims or take any action or institute any proceedings proceeding that the Administrative Agent Holder may deem necessary or desirable advisable for the collection of all or any part of the Collateral Collateral, including the collection of any compensation due and to become due under any contract or otherwise to enforce the rights of the Administrative Agent, for the benefit of the Secured Parties, agreement with respect to all or any part of the Collateral; and and (ev) to execute, in connection with any sale or other disposition of Collateral provided for hereinthe Collateral, any endorsementendorsements, assignments, bills of sale or other instruments of conveyance or transfer with respect theretoto all or any part of the Collateral. (b) Without limiting the rights and powers of Holder under Section 2.7(a), Borrower hereby appoints Holder as its attorney in fact, effective as of the date hereof and terminating upon the satisfaction in full of the Obligation, for the purpose of (i) preparing, executing on behalf of Borrower, filing, and recording collateral assignment and financing statement documents with appropriate state and county agencies to perfect and enforce the liens granted by the Assignment, (ii) filing such applications with such state agencies and (iii) executing such other documents and instruments on behalf of, and taking such other action in the name of, Borrower as Holder may deem necessary or advisable to accomplish the purposes of this Note and the Assignment (including the purpose of creating in favor of Holder a perfected lien on the property and exercising the rights and remedies of Holder hereunder). This appointment as attorney in fact is irrevocable and coupled with an interest.

Attorney-in-Fact. Each Grantor hereby appoints the Administrative Agent as the Grantor’s attorney-in-fact for the purposes of carrying out the provisions of this Security Agreement and taking any action and executing any instrument which the Administrative Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest; provided, that the Administrative Agent shall have and may exercise rights under this power of attorney only upon the occurrence and during the continuance of an Event of Default. Without limiting the generality of the foregoingany rights or powers granted by this Agreement to Lender, upon the occurrence and during the continuance of an Event of Default, Lender is hereby appointed, which appointment as attorney-in-fact is irrevocable and coupled with an interest, the Administrative Agent shall have attorney-in-fact of each Pledgor for the right purpose of carrying out the provisions of this Agreement and powertaking any action and executing any instruments which Lender may deem necessary or advisable during the continuance of an Event of Default to accomplish the purposes hereof including, without limitation: (a) to ask, demand, collect, ▇▇▇ for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (b) to receive, endorse and collect any drafts or other instruments, documents and chattel paper in connection with clause (a) above; (c) to endorse such Grantor’s name on any checks, notes, drafts or any other payment relating to or constituting proceeds of the Collateral which comes into the Administrative Agent’s possession or the Administrative Agent’s control, and deposit the same to the account of the Administrative Agent, for the benefit of the Secured Parties, on account and for payment of the Secured Obligations. (d) to file any claims or take any action or institute any proceedings that the Administrative Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Administrative Agent, for the benefit of the Secured PartiesLender, with respect to any of the Collateral; and (ed) to execute, in connection with any the sale or other disposition of Collateral provided for hereinin Sections 9 or 10, any endorsement, assignments, or other instruments of conveyance or transfer with respect theretoto the Collateral. If so requested by Lender, each Pledgor shall ratify and confirm any such sale or transfer by executing and delivering to Lender at Pledgor’s expense all proper deeds, bills of sale, instruments of assignment, conveyance of transfer and releases as may be designated in any such request. Following the repayment of the Debt, Lender shall execute such documentation as is reasonable and customary to evidence the termination of the power to act as attorney-in-fact for Pledgor.

Attorney-in-Fact. Each Grantor (a) Borrower hereby appoints Holder the Administrative Agent as the Grantor’s attorney-in-attorney in fact of Borrower for the purposes purpose of carrying out the provisions of this Security Agreement Note and the Assignment and taking any action and executing any instrument instruments which the Administrative Agent Holder may deem necessary or advisable to accomplish the purposes hereofof this Note and the Assignment, which to preserve the validity, perfection and priority of the liens granted by the Assignment and, following any default, to exercise its rights, remedies, powers and privileges under this Note and the Assignment. This appointment as attorney in fact is irrevocable and coupled with an interest; provided, that the Administrative Agent shall have and may exercise rights under this power of attorney only upon the occurrence and during the continuance of an Event of Default. Without limiting the generality of the foregoing, Holder shall be entitled under this Note and the Assignment upon the occurrence and during the continuance continuation of an any Event of DefaultDefault (i) to make, the Administrative Agent shall have the right sign, file and power record any security instruments, (aii) to ask, demand, collect, ▇s▇▇ for, recover, compromise, receive and give acquittance receipt and receipts discharge for moneys amounts due and to become due under or and in respect of all or any part of the Collateral; ; (biii) to receive, endorse and collect any drafts instruments or other drafts, instruments, documents and chattel paper in connection with clause (aii) above; above (c) to endorse such Grantor’s name on including any checks, notes, drafts draft or any other payment relating to or constituting check representing the proceeds of the Collateral which comes into the Administrative Agent’s possession insurance or the Administrative Agent’s control, and deposit the same to the account return of the Administrative Agent, for the benefit of the Secured Parties, on account and for payment of the Secured Obligations. unearned premiums); (div) to file any claims or take any action or institute any proceedings proceeding that the Administrative Agent Holder may deem necessary or desirable advisable for the collection of all or any part of the Collateral Collateral, including the collection of any compensation due and to become due under any contract or otherwise to enforce the rights of the Administrative Agent, for the benefit of the Secured Parties, agreement with respect to all or any part of the Collateral; and and (ev) to execute, in connection with any sale or other disposition of Collateral provided for hereinthe Collateral, any endorsementendorsements, assignments, bills of sale or other instruments of conveyance or transfer with respect theretoto all or any part of the Collateral. (b) Without limiting the rights and powers of Holder under Section 2.9(a), Borrower hereby appoints Holder as its attorney in fact, effective as of the date first set forth above and terminating upon the satisfaction in full of the Obligation, for the purpose of (i) preparing, executing on behalf of Borrower, filing, and recording collateral assignment and financing statement documents with appropriate state and county agencies to perfect and enforce the liens granted by the Assignment, (ii) filing such applications with such state agencies and (iii) executing such other documents and instruments on behalf of, and taking such other action in the name of, Borrower as Holder may deem necessary or advisable to accomplish the purposes of this Note and the Assignment (including the purpose of creating in favor of Holder a perfected lien on the property and exercising the rights and remedies of Holder hereunder). This appointment as attorney in fact is irrevocable and coupled with an interest.

Attorney-in-Fact. Each Grantor hereby appoints the Administrative Agent as the Grantor’s attorney-in-fact for the purposes of carrying out the provisions of this Security Agreement and taking any action and executing any instrument which the Administrative Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest; provided, that the Administrative Agent shall have and may exercise rights under this power of attorney only upon the occurrence and during the continuance of an Event of Default. Without limiting the generality of the foregoing, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall have the right and power: (a) to ask, demand, collect, ▇▇▇ for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (b) to receive, endorse and collect any drafts or other instruments, documents and chattel paper in connection with clause (a) above; (c) to endorse such Grantor’s name on any checks, notes, drafts or any other payment relating to or constituting proceeds of the Collateral which comes into the Administrative Agent’s possession or the Administrative Agent’s control, and deposit the same to the account of the Administrative Agent, for the benefit of the Secured PartiesLenders, on account and for payment of the Secured Obligations.; (d) to file any claims or take any action or institute any proceedings that the Administrative Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Administrative Agent, for the benefit of the Secured PartiesLenders, with respect to any of the Collateral; and (e) to execute, in connection with any sale or other disposition of Collateral provided for herein, any endorsement, assignments, or other instruments of conveyance or transfer with respect thereto.

Attorney-in-Fact. Each Grantor hereby appoints the Administrative Agent as the Grantor’s 's attorney-in-fact for the purposes of carrying out the provisions of this Security Agreement and taking any action and executing any instrument which the Administrative Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest; provided, that the Administrative Agent shall have and may exercise rights under this power of attorney only upon the occurrence and during the continuance of an Event of Default. Without limiting the generality of the foregoing, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall have the right and power (a) to ask, demand, collect, ▇▇▇ for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (b) to receive, endorse and collect any drafts or other instruments, documents and chattel paper in connection with clause (a) above; (c) to endorse such Grantor’s 's name on any checks, notes, drafts or any other payment relating to or constituting proceeds of the Collateral which comes into the Administrative Agent’s 's possession or the Administrative Agent’s 's control, and deposit the same to the account of the Administrative Agent, for the benefit of the Secured Parties, on account and for payment of the Secured Obligations. (d) to file any claims or take any action or institute any proceedings that the Administrative Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Administrative Agent, for the benefit of the Secured Parties, with respect to any of the Collateral; and (e) to execute, in connection with any sale or other disposition of Collateral provided for herein, any endorsement, assignments, or other instruments of conveyance or transfer with respect thereto.

Attorney-in-Fact. Each Grantor hereby appoints the Administrative Agent as the Grantor’s 's attorney-in-fact for the purposes of carrying out the provisions of this Security Agreement and taking any action and executing any instrument which the Administrative Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest; provided, that the Administrative Agent shall have and may exercise rights under this power of attorney only upon the occurrence and during the continuance of an Event of Default. Without limiting the generality of the foregoing, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall have the right and power (a) to ask, demand, collect, ▇▇▇ for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (b) to receive, endorse and collect any drafts or other instruments, documents and chattel paper in connection with clause (a) above; (c) to endorse such Grantor’s 's name on any checks, notes, drafts or any other payment relating to or constituting proceeds of the Collateral which comes into the Administrative Agent’s 's possession or the Administrative Agent’s 's control, and deposit the same to the account of the Administrative Agent, for the benefit of the Secured Parties, on account and for payment of the Secured Obligations.; (d) to file any claims or take any action or institute any proceedings that the Administrative Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Administrative Agent, for the benefit of the Secured Parties, with respect to any of the Collateral; and (e) to execute, in connection with any sale or other disposition of Collateral provided for herein, any endorsement, assignments, or other instruments of conveyance or transfer with respect thereto.

Attorney-in-Fact. Each Grantor (a) Without limiting any rights or powers granted by this Agreement to the Collateral Agent, the Grantors hereby irrevocably constitutes and appoints the Administrative Collateral Agent and any officer or agent thereof, with full power of substitution, as the Grantor’s its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Grantors and in the name of the Grantors or in its own name, at the Grantor’s sole cost and expense, for the purposes purpose of carrying out the provisions of this Security Agreement upon the occurrence and taking during the continuation of an Event of Default, subject to the terms of the Intercreditor Agreement, or otherwise as contemplated by Section 4.07 and Section 5.01, to (a) take any appropriate action and executing to execute any document or instrument which the Administrative Agent that may deem be necessary or advisable desirable to accomplish the purposes hereofterms of this Agreement, which (b) preserve the validity and perfection of the Liens granted by this Agreement and (c) exercise its rights, remedies, powers and privileges under this Agreement. This appointment as attorney-in-fact is irrevocable and coupled with an interest; provided, that the Administrative Agent shall have and may exercise rights under this power of attorney only upon the occurrence and during the continuance of an Event of Default. Without limiting the generality of the foregoing, the Grantors hereby give the Collateral Agent the power and right, on behalf of the Grantors, without notice to or assent by the Grantors, upon the occurrence and during the continuance continuation of an Event of DefaultDefault (or as otherwise provided in Section 4.07 or Section 5.01), and subject to the Administrative Agent shall have terms of the right and powerIntercreditor Agreement, to: (ai) to ask, demand, collect, ▇▇▇ sue for, recover, compromise, receive and give acquittance receipt and receipts discharge for moneys amounts due and to become due under or and in respect of all or any part of the Collateral;, (bii) to receivein the name of any Grantor or its own name or otherwise, endorse take possession of, receive and indorse and collect any drafts check, Account, Chattel Paper, draft, note, acceptance or other instruments, documents and chattel paper in connection with clause (a) above;Instrument for the payment of moneys due under any Account or general intangible, (ciii) to endorse such Grantor’s name on any checks, notes, drafts or any other payment relating to or constituting proceeds of the Collateral which comes into the Administrative Agent’s possession or the Administrative Agent’s control, and deposit the same to the account of the Administrative Agent, for the benefit of the Secured Parties, on account and for payment of the Secured Obligations. (d) to file any claims or take any other action or institute any proceedings that the Administrative Collateral Agent may deem necessary or desirable advisable for the collection of all or any of the Collateral or otherwise to enforce the rights of the Administrative Agent, for the benefit of the Secured Parties, with respect to any part of the Collateral; and, (eiv) to execute, in connection with any sale or other disposition of the Collateral provided for hereinunder this Agreement, any endorsementendorsements, assignments, bills of sale or other instruments of conveyance or transfer with respect theretoto all or any part of the Collateral, (v) in the case of any Intellectual Property, execute and deliver, and have recorded, any agreement, instrument, document or paper as the Collateral Agent may request to evidence the Collateral Agent’s security interest in such Intellectual Property and the goodwill and general intangibles of any Grantor relating thereto or represented thereby, (vi) pay or discharge Taxes and Liens levied or placed on or threatened against the Collateral (other than Permitted Liens), effect any repair or pay or discharge any insurance called for by the terms of this Agreement or the other Secured Obligations Documents (including all or any part of the premiums therefor and the costs thereof), (vii) direct any party liable for any payment under any Collateral to make payment of any moneys due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall direct, (viii) sign and indorse any invoice, freight or express bill, bill of lading, storage or warehouse receipt, draft against debtors, assignment, verification, notice or other document in connection with any Collateral, (ix) commence and prosecute any suit, action or proceeding at law or in equity in any court of competent jurisdiction to collect any Collateral and to enforce any other right in respect of any Collateral, (x) defend any suit, action or proceeding brought against any Grantor with respect to any Collateral, (xi) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or releases as the Collateral Agent may deem appropriate, (xii) assign any Copyright, Patent or Trademark (along with the goodwill of the business to which any such Trademark pertains) throughout the world for such term or terms, on such conditions and in such manner as the Collateral Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment, (xiii) cure any default by any Project Grantor under any Assigned Agreement, and (xiv) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any Collateral as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes, and do, at the Collateral Agent’s option and the expense of the Grantors, at any time, or from time to time, all acts and things that the Collateral Agent reasonably deems necessary to protect, preserve or realize upon the Collateral and the Collateral Agent’s and the other Secured Parties’ Liens thereon and to effect the terms of this Agreement, all as fully and effectively as any Grantor might do. (b) Each Grantor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof, in each case pursuant to the powers granted hereunder. Upon the occurrence and during the continuation of an Event of Default (or as otherwise provided in Section 4.07 or Section 5.01), the Grantors hereby acknowledge and agree that the Collateral Agent shall have no fiduciary duties to the Grantors in acting pursuant to this power of attorney and the Grantors hereby waive any claims or rights of a beneficiary of a fiduciary relationship hereunder.

Attorney-in-Fact. Each Grantor hereby appoints the Administrative Agent as the Grantor’s attorney-in-fact for the purposes of carrying out the provisions of this Security Agreement and taking any action and executing any instrument which the Administrative Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest; provided, that the Administrative Agent shall have and may exercise rights under this power of attorney only upon the occurrence and during the continuance of an Event of Default. Without limiting the generality of the foregoing, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall have the right and power: (a) to ask, demand, collect, ▇▇▇ for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (b) to receive, endorse and collect any drafts or other instruments, instruments and documents and chattel paper in connection with clause (a) above; (c) to endorse such Grantor’s name on any checks, notes, drafts or any other payment relating to or constituting proceeds of the Collateral which comes into the Administrative Agent’s possession or the Administrative Agent’s control, and deposit the same to the account of the Administrative Agent, for the benefit of the Secured Parties, on account and for payment of the Secured Obligations. (d) to file any claims or take any action or institute any proceedings that the Administrative Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Administrative Agent, for the benefit of the Secured Parties, with respect to any of the Collateral; and (e) to execute, in connection with any sale or other disposition of Collateral provided for herein, any endorsement, assignments, or other instruments of conveyance or transfer with respect thereto.

Attorney-in-Fact. Each Grantor hereby appoints the Administrative Agent as the Grantor’s attorney-in-fact for the purposes of carrying out the provisions of this Security Agreement and taking any action and executing any instrument which the Administrative Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest; provided, provided that the Administrative Agent shall have and may exercise rights under this power of attorney only upon the occurrence and during the continuance of an Event of Default. Without limiting the generality of the foregoing, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall have the right and power (a) to ask, demand, collect, ▇▇▇ for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (b) to receive, endorse and collect any drafts or other instruments, documents and chattel paper in connection with clause (a) above; (c) to endorse such Grantor’s name on any checks, notes, drafts or any other payment relating to or constituting proceeds of the Collateral which comes into the Administrative Agent’s possession or the Administrative Agent’s control, and deposit the same to the account of the Administrative Agent, for the benefit of the Secured Parties, on account and for payment of the Secured Obligations.; (d) to file any claims or take any action or institute any proceedings that the Administrative Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Administrative Agent, for the benefit of the Secured Parties, with respect to any of the Collateral; and (e) to execute, in connection with any sale or other disposition of Collateral provided for herein, any endorsement, assignments, or other instruments of conveyance or transfer with respect thereto.

Attorney-in-Fact. Each Grantor Upon and during continuance of any Default or Event of Default (but for items (a), (b) and (c) below, upon and during continuance of any Event of Default only), the Borrower hereby irrevocably appoints the Administrative Agent as Bank, and any officer or agent thereof, the Grantor’s Borrower's attorney-in-fact for fact, with full authority in the purposes place and stead of carrying out the provisions Borrower and in the name of this Security Agreement the Borrower or otherwise, from time to time in the Bank's discretion, to take any and taking any all action and executing to execute any instrument or other assurance which the Administrative Agent Bank may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest; provided, that of this Agreement (subject to the Administrative Agent shall have and may exercise rights under this power of attorney only upon the occurrence and during the continuance of an Event of Default. Without limiting the generality of the foregoingBorrower under SECTION 4.4), upon the occurrence and during the continuance of an Event of Defaultincluding, the Administrative Agent shall have the right and powerwithout limitation: (a) to obtain and adjust insurance required to be maintained by the Borrower pursuant to SECTION 4.3; (b) to ask, demand, collect, sue ▇▇▇ for▇, recover, compromise, receive receive, and give acquittance and receipts for moneys due and to become due under or in respect of any of the Borrower's Security Agreement Collateral; (bc) to receive, endorse and collect any drafts or other instruments, documents instruments and chattel paper in connection with clause CLAUSE (a) aboveor (b); (c) to endorse such Grantor’s name on any checks, notes, drafts or any other payment relating to or constituting proceeds of the Collateral which comes into the Administrative Agent’s possession or the Administrative Agent’s control, and deposit the same to the account of the Administrative Agent, for the benefit of the Secured Parties, on account and for payment of the Secured Obligations. (d) to file any claims or execute and do all such assurances, acts and things which the Borrower ought to do under the covenants and provisions of this Agreement; (e) to take any action or institute any proceedings that and all such actions as the Administrative Agent may deem Bank may, in its sole and absolute discretion, determine to be necessary or desirable advisable for the collection purpose of maintaining, preserving or protecting the security constituted by this Agreement or any of the Collateral rights, remedies, powers or otherwise to enforce the rights privileges of the Administrative AgentBank under this Agreement; (f) generally, for in the benefit name of the Secured Parties, with respect Borrower or in the name of the Bank to exercise all or any of the powers, authorities and discretions conferred on or reserved to the Bank pursuant to this Agreement; (g) to maintain and preserve all of the Borrower's Intellectual Property Collateral; and (eh) to executefile such financing statements with respect hereto, in connection with any sale or other disposition of Collateral provided for herein, any endorsement, assignmentswithout the Borrower's signature, or other instruments a photocopy of conveyance or transfer this Agreement in substitution for a financing statement, as the Bank may deem appropriate, and to execute in the Borrower's name such financing statements and continuation statements which may require the Borrower's signature. The Borrower hereby acknowledges, consents, and agrees that the power of attorney granted pursuant to this SECTION is irrevocable and coupled with respect theretoan interest until this Agreement is terminated.

Attorney-in-Fact. Each The Grantor hereby appoints the Administrative Agent Lender as the Grantor’s 's attorney-in-fact for the purposes of carrying out the provisions of this Security Agreement and taking any action and executing any instrument which the Administrative Agent Lender may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest; provided, that the Administrative Agent Lender shall have and may exercise rights under this power of attorney only upon the occurrence and during the continuance of an Event of Default. Without limiting the generality of the foregoing, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent Lender shall have the right and power (a) to ask, demand, collect, ▇▇▇ for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (b) to receive, endorse and collect any drafts or other instruments, documents and chattel paper in connection with clause (a) above; (c) to endorse such the Grantor’s 's name on any checks, notes, drafts or any other payment relating to or constituting proceeds of the Collateral which comes into the Administrative Agent’s Lender's possession or the Administrative Agent’s Lender's control, and deposit the same to the account of the Administrative Agent, for the benefit of the Secured Parties, Lender on account and for payment of the Secured Obligations. (d) to file any claims or take any action or institute any proceedings that the Administrative Agent Lender may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Administrative Agent, for the benefit of the Secured Parties, Lender with respect to any of the Collateral; and (e) to execute, in connection with any sale or other disposition of Collateral provided for herein, any endorsement, assignments, or other instruments of conveyance or transfer with respect thereto.

Attorney-in-Fact. Each Grantor hereby appoints the Administrative Agent as the Grantor’s attorney-in-fact for the purposes of carrying out the provisions of this Security Agreement and taking any action and executing any instrument which the Administrative Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest; provided, that the Administrative Agent shall have and may exercise rights under this power of attorney only upon the occurrence and during the continuance of an Event of Default. Without limiting the generality of the foregoing, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall have the right and power (a) to ask, demand, collect, ▇▇▇ for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (b) to receive, endorse and collect any drafts or other instruments, documents and chattel paper in connection with clause (a) above; (c) to endorse such Grantor’s name on any checks, notes, drafts or any other payment relating to or constituting proceeds of the Collateral which comes into the Administrative Agent’s possession or the Administrative Agent’s control, and deposit the same to the account of the Administrative Agent, for the benefit of the Secured Parties, on account and for payment of the Secured Obligations.; (d) to file any claims or take any action or institute any proceedings that the Administrative Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Administrative Agent, for the benefit of the Secured Parties, with respect to any of the Collateral; and (e) to execute, in connection with any sale or other disposition of Collateral provided for herein, any endorsement, assignments, or other instruments of conveyance or transfer with respect thereto.

Attorney-in-Fact. Each Grantor hereby appoints (a) For the Administrative Agent as the Grantor’s attorney-in-fact for the purposes purpose of carrying out the provisions of this Security Agreement allowing Lender (or any receiver appointed pursuant to Section 7.2 hereof) to exercise its rights and taking any action and executing any instrument which the Administrative Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest; provided, that the Administrative Agent shall have and may exercise rights under this power of attorney only upon remedies provided in Article 7 following the occurrence and during the continuance of an Event of Default. Without limiting the generality of the foregoing, upon the occurrence and during the continuance continuation of an Event of Default, each Borrower hereby constitutes and appoints Lender and any such receiver its true and lawful attorney in fact, with full power of substitution, with respect to the Administrative Agent shall have the right Collateral, and powerhereby empowers such attorney or attorneys as follows: (ai) To pay, settle or compromise all bills and claims which may be or become Liens or security interests against any or all of the Funded Projects or the Collateral, or any part thereof, unless a bond or other security satisfactory to ask, demand, collect, ▇▇▇ for, recover, compromise, receive Lender has been provided; (ii) To execute applications and give acquittance and receipts for moneys due and to become due under certificates in the name of such Borrower which reasonably may be required by the Financing Documents or any other agreement or instrument executed by or on behalf of such Borrower in respect of any of connection with the Collateral; (biii) to receive, endorse To prosecute and collect any drafts defend all actions or other instruments, documents and chattel paper proceedings in connection with clause (a) aboveany or all the Collateral or any part thereof and to take such action and require such performance as such attorney reasonably deems necessary under any performance and payment bond and the Financing Documents; (civ) To do any and every act which such Borrower might do on its behalf with respect to endorse such Grantor’s name on any checks, notes, drafts or any other payment relating to or constituting proceeds of the Collateral which comes into the Administrative Agent’s possession or the Administrative Agent’s control, and deposit the same to the account of the Administrative Agent, for the benefit of the Secured Parties, on account and for payment of the Secured Obligations. (d) to file any claims or take any action or institute any proceedings that the Administrative Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise any part thereof and to enforce the exercise any or all of its rights and remedies under any or all of the Administrative Agent, for the benefit of the Secured Parties, with respect to any of the CollateralProject Documents; and (ev) To use any funds contained in the Collateral Accounts to execute, in connection pay interest and principal on the Loans as accrued from time to time. (b) This power of attorney shall be deemed to be a power coupled with any sale or other disposition of Collateral provided for herein, any endorsement, assignments, or other instruments of conveyance or transfer with respect theretoan interest and shall be irrevocable.

Attorney-in-Fact. Each Grantor (a) Subject to the rights of the Company under Sections 2.06, 2.07, 2.08 and 2.09, the Trustee is hereby appoints appointed the Administrative Agent as the Grantor’s attorney-in-fact of the Company for the purposes purpose of carrying out the provisions of this Security Agreement and taking any action and executing any instrument instruments which the Administrative Agent Trustee may deem necessary or advisable to accomplish the purposes hereofof this Agreement, which to preserve the validity, perfection and priority (subject only to Liens permitted under Section 4.12 of the Indenture) of the Liens granted by this Agreement and, following any Default, to exercise its rights, remedies, powers and privileges under this Agreement. This appointment as attorney-in-fact is irrevocable and coupled with an interest; provided, that the Administrative Agent shall have and may exercise rights under this power of attorney only upon the occurrence and during the continuance of an Event of Default. Without limiting the generality of the foregoing, the Trustee shall be entitled under this Agreement upon the occurrence and during the continuance continuation of an any Event of Default, the Administrative Agent shall have the right and power Default (ai) to ask, demand, collect, sue ▇▇▇ for▇, recover, compromise, receive and give acquittance receipt and receipts discharge for moneys amounts due and to become due under or and in respect of all or any part of the Collateral; ; (bii) to receive, endorse and collect any drafts Instruments or other drafts, instruments, documents and chattel paper in connection with clause (ai) above; above (c) to endorse such Grantor’s name on including any checks, notes, drafts draft or any other payment relating to or constituting check representing the proceeds of the Collateral which comes into the Administrative Agent’s possession insurance or the Administrative Agent’s control, and deposit the same to the account return of the Administrative Agent, for the benefit of the Secured Parties, on account and for payment of the Secured Obligations. unearned premiums); (diii) to file any claims or take any action or institute any proceedings proceeding that the Administrative Agent Trustee may deem necessary or desirable advisable for the collection of all or any part of the Collateral Collateral, including the collection of any compensation due and to become due under any contract or otherwise to enforce the rights of the Administrative Agent, for the benefit of the Secured Parties, agreement with respect to all or any part of the Collateral; and and (eiv) to execute, in connection with any sale or other disposition of Collateral provided for hereinthe collateral under Section 5, any endorsementendorsements, assignments, bills of sale or other instruments of conveyance or transfer with respect theretoto all or any part of the Collateral. (b) Without limiting the rights and powers of the Trustee under Section 2.05(a), the Company hereby appoints the Trustee as its attorney-in-fact, effective the Signing Date and terminating upon the termination of this Agreement, for the purpose of (i) executing on behalf of the Company title or ownership applications for filing with appropriate state agencies to enable Motor Vehicles now owned or hereafter acquired by the Company to be retitled and the Trustee to be listed as lienholder as to such Motor Vehicles, (ii) filing such applications with such state agencies and (iii) executing such other documents and instruments on behalf of, and taking such other action in the name of, the Company as the Trustee may deem necessary or advisable to accomplish the purposes of this Agreement (including the purpose of creating in favor of the Trustee a perfected lien on the Motor Vehicles and exercising the rights and remedies of the Trustee under Section 6). This appointment as attorney-in-fact is irrevocable and coupled with an interest.

Attorney-in-Fact. Each Grantor hereby appoints the Administrative Agent as the such Grantor’s attorney-in-fact for the purposes of carrying out the provisions of this Security Agreement and taking any action and executing any instrument which the Administrative Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest; provided, that the Administrative Agent shall have and may exercise rights under this power of attorney only upon the occurrence and during the continuance of an Event of Default. Without limiting the generality of the foregoing, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall have the right and power: (a) to ask, demand, collect, ▇▇▇ for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (b) to receive, endorse and collect any drafts or other instruments, documents and chattel paper in connection with clause (a) above; (c) to endorse such Grantor’s name on any checks, notes, drafts or any other payment relating to or constituting proceeds of the Collateral which comes into the Administrative Agent’s possession or the Administrative Agent’s control, and deposit the same to the account of the Administrative Agent, for the benefit of the Secured Parties, on account and for payment of the Secured Obligations.; (d) to file any claims or take any action or institute any proceedings that the Administrative Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Administrative Agent, for the benefit of the Secured Parties, with respect to any of the Collateral; and (e) to execute, in connection with any sale or other disposition of Collateral provided for herein, any endorsement, assignments, or other instruments of conveyance or transfer with respect thereto.

Attorney-in-Fact. Each Grantor Subject to the rights of the Obligor under SECTION 2.04, the Secured Party is hereby appoints irrevocably appointed the Administrative Agent as the Grantor’s attorney-in-fact of the Obligor for the purposes purpose of carrying out the provisions of this Security Agreement and taking any action and executing any instrument instruments which the Administrative Agent Secured Party may deem necessary or reasonably advisable to accomplish the purposes hereofof this Agreement, which to preserve the validity, perfection and priority (subject only to Permitted Liens) of the Liens granted by this Agreement and, upon the occurrence and continuance of any Payment Default or Event of Default, to exercise its rights, remedies, powers and privileges under this Agreement. Subject to SECTION 7.12, this appointment as attorney-in-fact is irrevocable and coupled with an interest; provided, that the Administrative Agent shall have and may exercise rights under this power of attorney only upon the occurrence and during the continuance of an Event of Default. Without limiting the generality of the foregoing, the Secured Party shall be entitled under this Agreement upon the occurrence and during the continuance continuation of an any Payment Default or Event of Default, the Administrative Agent shall have the right and power Default (ai) to ask, demand, collect, ▇▇▇ for, recover, compromise, receive and give acquittance and receipts receipt and, discharge for moneys amounts due and to become due under or and in respect of all or any part of the Collateral; ; (bii) to receive, endorse and collect any drafts or other instruments, documents and chattel paper in connection with clause (ai) above; ; and (c) to endorse such Grantor’s name on any checks, notes, drafts or any other payment relating to or constituting proceeds of the Collateral which comes into the Administrative Agent’s possession or the Administrative Agent’s control, and deposit the same to the account of the Administrative Agent, for the benefit of the Secured Parties, on account and for payment of the Secured Obligations. (d) to file any claims or take any action or institute any proceedings that the Administrative Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Administrative Agent, for the benefit of the Secured Parties, with respect to any of the Collateral; and (eiii) to execute, in connection with any sale or other disposition of the Collateral provided for hereinunder SECTION 6, any endorsementendorsements, assignments, bills of sale or other instruments of conveyance or transfer with respect theretoto all or any part of the Collateral.

Attorney-in-Fact. Each Grantor hereby appoints the Administrative Agent as the Grantor’s attorney-in-fact for the purposes of carrying out the provisions of this Security Agreement and taking any action and executing any instrument which the Administrative Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest; provided, that the Administrative Agent shall have and may exercise rights under this power of attorney only upon the occurrence and during the continuance of an Event of Default. Without limiting the generality of the foregoing, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall have the right and power: (a) to ask, demand, collect, ▇▇▇ for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (b) to receive, endorse and collect any drafts or other instruments, documents and chattel paper in connection with clause (a) above; (c) to endorse such Grantor’s name on any checks, notes, drafts or any other payment relating to or constituting proceeds of the Collateral which comes into the Administrative Agent’s possession or the Administrative Agent’s control, and deposit the same to the account of the Administrative Agent, for the benefit of the Secured Parties, on account and for payment of the Secured Obligations. (d) to file any claims or take any action or institute any proceedings that the Administrative Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Administrative Agent, for the benefit of the Secured Parties, with respect to any of the Collateral; and (e) to execute, in connection with any sale or other disposition of Collateral provided for herein, any endorsement, assignments, or other instruments of conveyance or transfer with respect thereto.

Attorney-in-Fact. Each Grantor Without limiting any rights or powers granted by this Agreement to Lender while no Event of Default has occurred and is continuing, upon the occurrence and during the continuance of any Event of Default Lender is hereby appoints appointed the Administrative Agent as the Grantor’s attorney-in-fact attorney‑in‑fact of Pledgor for the purposes purpose of carrying out the provisions of this Security Agreement Section 10 and taking any action and executing any instrument instruments which the Administrative Agent Lender may deem necessary or advisable to accomplish the purposes hereofhereof (including, which appointment is irrevocable and coupled with an interest; providedwithout limitation, that the Administrative Agent shall have and may exercise rights under this power of attorney only upon the occurrence and during the continuance of an Event of Default. Without limiting the generality of the foregoing, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall have the right and power (ai) to ask, demand, collect, ▇▇▇ for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; ; (bii) to receive, endorse and collect any drafts or other instruments, documents and chattel paper in connection with clause (ai) above; ; (c) to endorse such Grantor’s name on any checks, notes, drafts or any other payment relating to or constituting proceeds of the Collateral which comes into the Administrative Agent’s possession or the Administrative Agent’s control, and deposit the same to the account of the Administrative Agent, for the benefit of the Secured Parties, on account and for payment of the Secured Obligations. (diii) to file any claims or take any action or institute any proceedings that the Administrative Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Administrative Agent, for the benefit of the Secured PartiesLender, with respect to any of the Collateral; and and (eiv) to execute, in connection with any the sale or other disposition of Collateral provided for herein, in this Section 8 or in Section 9 any endorsement, assignments, or other instruments of conveyance or transfer with respect theretoto the Collateral) which appointment as attorney‑in‑fact is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, so long as Lender shall be entitled under this Section 8 to collect and receive any payments in respect of the Collateral, Lender shall have the right and power to receive, endorse and collect all checks made payable to the order of Pledgor representing any payment or other distribution in respect of the Collateral or any part thereof and to give full discharge for the same. If so requested by Lender, Pledgor shall ratify and confirm any such sale or transfer by executing and delivering to Lender at Pledgor’s expense all proper deeds, bills of sale, instruments of assignment, conveyance of transfer and releases as may be designated in any such request.

Attorney-in-Fact. Each Grantor Subject to the proviso set forth below, Member hereby constitutes and appoints Collateral Agent, acting for and on behalf of itself and the Administrative other Secured Parties and each successor or assign of Collateral Agent as and the Grantor’s other Secured Parties, the true and lawful attorney-in-fact for of Member, with full power (in the purposes name of carrying out Member or otherwise) to enforce all rights of Member with respect to the provisions of this Security Agreement and taking any action and executing any instrument which the Administrative Agent may deem necessary or advisable to accomplish the purposes hereofCollateral, which appointment is irrevocable and coupled with an interest; providedincluding, that the Administrative Agent shall have and may exercise rights under this power of attorney only upon the occurrence and during the continuance of an Event of Default. Without limiting the generality of the foregoing, upon the occurrence and during the continuance of an Event of Defaultwithout limitation, the Administrative Agent shall have the right and powerright: (a) to ask, require, demand, collectreceive, ▇▇▇ for, recover, compromise, receive compound and give acquittance for any and receipts all moneys and claims for moneys money due and to become due under or in respect of any arising out of the Collateral; (b) to elect remedies with respect to the Collateral and to receive, endorse and collect upon any drafts checks or other instruments, documents and chattel paper instruments or orders in connection with clause (a) abovetherewith; (c) to endorse such Grantorvote, demand, receive and enforce Member’s name on any checks, notes, drafts or any other payment relating to or constituting proceeds of the Collateral which comes into the Administrative Agent’s possession or the Administrative Agent’s control, rights and deposit the same powers with respect to the account of the Administrative Agent, for the benefit of the Secured Parties, on account and for payment of the Secured Obligations.Collateral; (d) to do any and every act which Member might do on its behalf with respect to the Collateral or any part thereof; (e) to give appropriate receipts, releases and satisfactions for and on behalf of and in the name of Member or, at the option of Collateral Agent, in the name of Collateral Agent, with the same force and effect as Member could do if this Pledge Agreement had not been made; (f) to make, execute, deliver and file all conveyances, assignments and transfers of Collateral; and (g) to file any claims or take any action or institute any proceedings that the Administrative in connection therewith which Collateral Agent may deem to be necessary or desirable for the collection advisable; provided, however, that until such time as an Event of Default has occurred and is continuing, Collateral Agent shall not exercise any of the aforementioned rights. Pursuant to such power of attorney, if an Event of Default has occurred and is continuing, Collateral or otherwise to enforce Agent shall, (at the rights direction of the Administrative AgentRequired Lenders), for itself perform, or cause the benefit performance of, any obligations of Member. This power of attorney is a power coupled with an interest and is irrevocable until the indefeasible payment and performance in full in cash of the Secured PartiesObligations. Member hereby approves, with respect ratifies and confirms each lawful act and deed of or for Collateral Agent done or to any be done pursuant to, and in accordance with, this appointment and Applicable Laws as the authorized act and deed of the Collateral; and (e) to execute, in connection with any sale or other disposition of Collateral provided for herein, any endorsement, assignments, or other instruments of conveyance or transfer with respect theretoMember.

Attorney-in-Fact. Each Grantor hereby appoints Without limiting any rights or powers granted by this Agreement to the Administrative Collateral Agent as the Grantor’s attorney-in-fact for the purposes of carrying out the provisions of this Security Agreement and taking any action and executing any instrument which the Administrative Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest; provided, that the Administrative Agent shall have and may exercise rights under this power of attorney only upon the occurrence and during the continuance of an while no Event of Default. Without limiting the generality of the foregoingDefault has occurred and is continuing, upon the occurrence and during the continuance of an any Event of Default, for the Administrative purposes of allowing the Collateral Agent shall have to exercise its rights and remedies hereunder and under the right Loan Documents, such Grantor hereby constitutes and powerappoints the Collateral Agent its true and lawful attorney-in-fact (such appointment being irrevocable and coupled with an interest), with full power of substitution and with full authority in the place and stead of such Grantor and in the name of such Grantor to take any action and to execute any instrument that the Collateral Agent may deem reasonably necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, the following: (a) to askobtain and adjust insurance required to be maintained by such Grantor under the Loan Agreement or paid to the Collateral Agent pursuant to the Loan Agreement; (b) to request, demand, collect, ▇▇▇ for, recover, compromisecompound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (bc) to receive, endorse and collect any drafts or other instruments, documents and chattel paper in connection with clause (ab) above; (c) to endorse such Grantor’s name on any checks, notes, drafts or any other payment relating to or constituting proceeds of the Collateral which comes into the Administrative Agent’s possession or the Administrative Agent’s control, and deposit the same to the account of the Administrative Agent, for the benefit of the Secured Parties, on account and for payment of the Secured Obligations. (d) to file any claims or take any action or institute any proceedings that the Administrative Collateral Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Administrative AgentCollateral Agent with respect to any of the Collateral; (e) to prepare and file any UCC financing statements against such Grantor as debtor; (f) to take or cause to be taken all actions necessary to perform or comply or cause performance or compliance with the terms of this Agreement, including, without limitation, access to pay or discharge taxes or Liens (other than the Liens created in favor of the Collateral Agent for the benefit of the Secured Parties, with respect to any of ) 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 the Collateral Agent in its sole discretion, any such payments made by the Collateral Agent to become obligations of such Grantor to the Collateral Agent, due and payable immediately without demand; and (eg) to executesell, in connection transfer, pledge, make any agreement with respect to or otherwise deal with any sale or other disposition of the Collateral provided as fully and completely as though the Collateral Agent were the absolute owner thereof for herein, any endorsement, assignments, or other instruments all purposes (but subject to the terms of conveyance or transfer with respect theretothis Agreement).

Attorney-in-Fact. Each Grantor (a) Subject to the rights of the Debtor under Sections 2.06, 2.07, 2.08 and 2.09, the Secured Party is hereby appoints appointed the Administrative Agent as the Grantor’s attorney-in-fact of the Debtor for the purposes purpose of carrying out the provisions of this Security Agreement and taking any action and executing any instrument instruments which the Administrative Agent Secured Party may deem necessary or advisable to accomplish the purposes hereofof this Agreement, which to preserve the validity, perfection and priority of the Liens granted by this Agreement and, following any Event of Default, to exercise its rights, remedies, powers and privileges under this Agreement. This appointment as attorney-in-fact is irrevocable and coupled with an interest; provided, that the Administrative Agent shall have and may exercise rights under this power of attorney only upon the occurrence and during the continuance of an Event of Default. Without limiting the generality of the foregoing, the Secured Party shall be entitled under this Agreement upon the occurrence and during the continuance continuation of an any Event of Default, the Administrative Agent shall have the right and power Default (ai) to ask, demand, collect, su▇ ▇▇▇ foror, recover, compromise, receive and give acquittance receipt and receipts discharge for moneys amounts due and to become due under or and in respect of all or any part of the Collateral; ; (bii) to receive, endorse and collect any drafts Instruments or other drafts, instruments, documents and chattel paper in connection with clause (ai) above; above (c) to endorse such Grantor’s name on including any checks, notes, drafts draft or any other payment relating to or constituting check representing the proceeds of the Collateral which comes into the Administrative Agent’s possession insurance or the Administrative Agent’s control, and deposit the same to the account return of the Administrative Agent, for the benefit of the Secured Parties, on account and for payment of the Secured Obligations. unearned premiums); (diii) to file any claims or take any action or institute any proceedings proceeding that the Administrative Agent Secured Party may deem necessary or desirable advisable for the collection of all or any part of the Collateral Collateral, including the collection of any compensation due and to become due under any contract or otherwise to enforce the rights of the Administrative Agent, for the benefit of the Secured Parties, agreement with respect to all or any part of the Collateral; and and (eiv) to execute, in connection with any sale or other disposition of Collateral provided for hereinthe collateral under Section 6, any endorsementendorsements, assignments, bills of sale or other instruments of conveyance or transfer with respect theretoto all or any part of the Collateral. (b) Without limiting the rights and powers of the Secured Party under Section 2.05(a), the Debtor hereby appoints the Secured Party as its attorney-in-fact, effective the date of the signing of this Agreement and terminating upon the termination of this Agreement, for the purpose of (i) filing such applications with such state agencies and (ii) executing such other documents and instruments on behalf of, and taking such other action in the name of, the Debtor as the Secured Party may deem necessary or advisable to accomplish the purposes of this Agreement. This appointment as attorney-in-fact is irrevocable and coupled with an interest.

Attorney-in-Fact. Each Grantor hereby appoints the Administrative Agent as the such Grantor’s attorney-in-fact for the purposes of carrying out the provisions of this Security Agreement and taking any action and executing any instrument which the Administrative Agent may reasonably deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest; provided, provided that the Administrative Agent shall have and may exercise rights under this power of attorney only upon the occurrence and during the continuance of an Event of DefaultDefault and, subject to reinstatement pursuant to Section 13 below, such power of attorney shall terminate on the Facility Termination Date. Without limiting the generality of the foregoing, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall have the right and power power to: (a) to ask, demand, collect, ▇▇▇ for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; ; (b) to receive, endorse and collect any drafts or other instruments, documents and chattel paper in connection with the foregoing clause (a) above; ); (c) to endorse such Grantor’s name on any checks, notes, drafts or any other payment relating to or constituting proceeds of the Collateral which comes into the Administrative Agent’s possession or the Administrative Agent’s control, and deposit the same to the account of the Administrative Agent, for the benefit of the Secured Parties, on account and for payment of the Secured Obligations. ; (d) to file any claims or take any action or institute any proceedings that the Administrative Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Administrative Agent, for the benefit of the Secured Parties, with respect to any of the Collateral; and and (e) to execute, in connection with any sale or other disposition of Collateral provided for herein, any endorsement, assignments, or other instruments of conveyance or transfer with respect thereto.

Attorney-in-Fact. Each Grantor hereby appoints the Administrative Agent and any Person designated by it, as the Grantor’s attorney-in-fact fact, with full power of substitution, for the purposes of carrying out the provisions of this Security Agreement and taking any action and executing any instrument which the Administrative Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest; provided, that the Administrative Agent shall have and may exercise rights under this power of attorney only upon the occurrence and during the continuance of an Event of Default. Without limiting the generality of the foregoing, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall have the right and power: (a) to ask, demand, collect, ▇▇▇ sue for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (b) to receive, endorse and collect any drafts or other instruments, documents and chattel paper in connection with clause (a) above; (c) to endorse such Grantor’s name on any checks, notes, drafts or any other payment relating to or constituting proceeds of the Collateral which comes into the Administrative Agent’s possession or the Administrative Agent’s control, and deposit the same to the account of the Administrative Agent, for the benefit of the Secured Parties, on account and for payment of the Secured Obligations. (d) to file any claims or take any action or institute any proceedings that the Administrative Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Administrative Agent, for the benefit of the Secured Parties, with respect to any of the Collateral; and (e) to execute, in connection with any sale or other disposition of Collateral provided for herein, any endorsement, assignments, or other instruments of conveyance or transfer with respect thereto. The powers conferred on the Administrative Agent hereunder are solely to protect the Secured Parties’ interest in the Collateral and shall not impose any duty upon the Administrative Agent to exercise such powers.

Attorney-in-Fact. Each Grantor hereby appoints the Revolving Administrative Agent as the Grantor’s attorney-in-fact for the purposes of carrying out the provisions of this Security Agreement and taking any action and executing any instrument which the Revolving Administrative Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest; provided, that the Revolving Administrative Agent shall have and may exercise rights under this power of attorney only upon the occurrence and during the continuance of an Event of Default. Without limiting the generality of the foregoing, upon the occurrence and during the continuance of an Event of Default, the Revolving Administrative Agent shall have the right and power: (a) to ask, demand, collect, ▇▇▇ sue for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (b) to receive, endorse and collect any drafts or other instruments, documents and chattel paper in connection with clause (a) above; (c) to endorse such Grantor’s name on any checks, notes, drafts or any other payment relating to or constituting proceeds of the Collateral which comes into the Revolving Administrative Agent’s possession or the Revolving Administrative Agent’s control, and deposit the same to the account of the Revolving Administrative Agent, for the benefit of the Secured Parties, on account and for payment of the Secured Obligations. (d) to file any claims or take any action or institute any proceedings that the Revolving Administrative Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Revolving Administrative Agent, for the benefit of the Secured Parties, with respect to any of the Collateral; and (e) to execute, in connection with any sale or other disposition of Collateral provided for herein, any endorsement, assignments, or other instruments of conveyance or transfer with respect thereto.

Attorney-in-Fact. Each Grantor hereby appoints the Administrative Agent as the Grantor’s attorney-in-fact for the purposes of carrying out the provisions of this Security Agreement and taking any action and executing any instrument which the Administrative Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest; provided, that the Administrative Agent shall have and may exercise rights under this power of attorney only upon the occurrence and during the continuance of an Event of Default. Without limiting the generality of the foregoing, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall have the right and powerpower  (a) to ask, demand, collect, ▇▇▇ for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral;;  (b) to receive, endorse and collect any drafts or other instruments, documents and chattel paper in connection with clause (a) above;;  (c) to endorse such Grantor’s name on any checks, notes, drafts or any other payment relating to or constituting proceeds of the Collateral which comes into the Administrative Agent’s possession or the Administrative Agent’s control, and deposit the same to the account of the Administrative Agent, for the benefit of the Secured Parties, on account and for payment of the Secured Obligations.;  (d) to file any claims or take any action or institute any proceedings that the Administrative Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Administrative Agent, for the benefit of the Secured Parties, with respect to any of the Collateral; andand  (e) to execute, in connection with any sale or other disposition of Collateral provided for herein, any endorsement, assignments, or other instruments of conveyance or transfer with respect thereto.. 

Attorney-in-Fact. Each Grantor (a) Subject to Obligor's rights under Sections 2.13 through 2.16, Obligor hereby irrevocably constitutes and appoints the Administrative Collateral Agent and any officer or agent thereof, with full power of substitution, as the Grantor’s its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Obligor and in the name of Obligor or in its own name, for the purposes purpose of carrying out the provisions of this Security Agreement upon the occurrence and taking during the continuation of an Event of Default, to (x) take any appropriate action and executing to execute any document or instrument which the Administrative Agent that may deem be necessary or advisable desirable to accomplish the purposes hereofof this Agreement, which (y) preserve the validity, perfection and priority of the liens granted by this Agreement and, (z) exercise its rights, remedies, powers and privileges under this Agreement. This appointment as attorney-in-fact is irrevocable and coupled with an interest; provided, that the Administrative Agent shall have and may exercise rights under this power of attorney only upon the occurrence and during the continuance of an Event of Default. Without limiting the generality of the foregoing, Obligor hereby gives the Collateral Agent the power and right, on behalf of Obligor, without notice to or assent by Obligor, upon the occurrence and during the continuance continuation of an any Event of Default, the Administrative Agent shall have the right and power Default (ai) to ask, demand, collect, ▇▇▇ for, recover, compromise, receive and give acquittance receipt and receipts discharge for moneys amounts due and to become due under or and in respect of all or any part of the Collateral; , (bii) to receiveto, endorse in the name of Obligor or its own name, or otherwise, take possession of, receive and indorse and collect any drafts check, Account, Chattel Paper, draft, note, acceptance or other instruments, documents and chattel paper in connection with clause (a) above; (c) to endorse such Grantor’s name on any checks, notes, drafts or any other payment relating to or constituting proceeds of the Collateral which comes into the Administrative Agent’s possession or the Administrative Agent’s control, and deposit the same to the account of the Administrative Agent, Instrument for the benefit of the Secured Parties, on account and for payment of the Secured Obligations. moneys due under any Account or General Intangible, (diii) to file any claims or take any action or institute any proceedings proceeding that the Administrative Collateral Agent may deem necessary or desirable advisable for the collection of all or any of the Collateral or otherwise to enforce the rights of the Administrative Agent, for the benefit of the Secured Parties, with respect to any part of the Collateral; and , (eiv) to execute, in connection with any sale or other disposition of the Collateral provided for hereinunder Article V, any endorsementendorsements, assignments, bills of sale or other instruments of conveyance or transfer with respect theretoto all or any part of the Collateral, (v) in the case of any Intellectual Property, execute and deliver, and have recorded, any agreement, instrument, document or paper as the Collateral Agent may request to evidence the Collateral Agent's security interest in such Intellectual Property and the goodwill and General Intangibles of Obligor relating thereto or represented thereby, (vi) pay or discharge taxes and Liens levied or placed on or threatened against the Collateral (other than Permitted Liens), effect any repair or pay or discharge any insurance called for by the terms of this Agreement (including all or any part of the premiums therefor and the costs thereof), (vii) execute, in connection with any sale provided for in Article V, any endorsement, assignment or other instrument of conveyance or transfer with respect to the collateral; and (viii) (A) direct any party liable for any payment under any Collateral to make payment of any moneys due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall direct, (B) ask or demand for, collect, and receive payment of and receipt for, any moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral, (C) sign and indorse any invoice, freight or express ▇▇▇▇, ▇▇▇▇ of lading, storage or warehouse receipt, draft against debtors, assignment, verification, notice and other document in connection with any Collateral, (D) commence and prosecute any suit, action or proceeding at law or in equity in any court of competent jurisdiction to collect PLEDGE AND SECURITY AGREEMENT (ORNI 2) any Collateral and to enforce any other right in respect of any Collateral, (E) defend any suit, action or proceeding brought against Obligor with respect to any Collateral, (F) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or releases as the Collateral Agent may deem appropriate, (G) assign any Copyright, Patent or Trademark (along with the goodwill of the business to which any such Trademark pertains) throughout the world for such term or terms, on such conditions, and in such manner as the Collateral Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment and (H) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any Collateral as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes, and do, at the Collateral Agent's option and Obligor's expense, at any time, or from time to time, all acts and things that the Collateral Agent reasonably deems necessary to protect, preserve or realize upon the Collateral and the Collateral Agent's and the other Secured Parties' security interests therein and to effect the intent of this Agreement, all as fully and effectively as Obligor might do. (b) Without limiting the rights and powers of the Collateral Agent under Section 2.12(a), Obligor hereby appoints the Collateral Agent as its attorney-in-fact, effective the date of this Agreement and terminating upon the Discharge Date, for the purpose of, upon the occurrence and during the continuation of an Event of Default, (i) executing on behalf of Obligor title or ownership applications for filing with appropriate state agencies to enable Motor Vehicles now owned or in the future acquired by Obligor to be retitled and the Collateral Agent to be listed as lien holder as to those Motor Vehicles, (ii) filing such applications with such state agencies, and (iii) executing such other documents and instruments on behalf of, and taking such other action in the name of, Obligor as the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement (including the purpose of creating in favor of the Collateral Agent a perfected lien on the Motor Vehicles and exercising the rights, remedies, powers and privileges of the Collateral Agent under Section 5.01). This appointment as attorney-in-fact is irrevocable and coupled with an interest. (c) Without limiting the rights and powers of the Collateral Agent under Section 2.12(a), Obligor hereby appoints the Collateral Agent as its attorney-in-fact, effective the date of this Agreement and terminating upon the Discharge Date, at the Collateral Agent's option, but without any obligation so to do, for the purpose of performing, executing, and filing all such contracts, agreements and other documents as are contemplated by Section 2.11(b). This appointment as attorney-in-fact is irrevocable and coupled with an interest. (d) The expenses of the Collateral Agent incurred in connection with actions undertaken as provided in this Section 2.12, together with interest thereon at a rate per annum equal to the rate per annum at which interest would then be payable on past due Notes under the Indenture, from the date of payment by the Collateral Agent to the date reimbursed by Obligor, shall be payable by Obligor to the Collateral Agent on demand and shall constitute Secured Obligations and be secured by the Liens of the Collateral Documents. (e) Obligor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released.

Attorney-in-Fact. Each Grantor Subject to compliance with applicable Nevada Gaming Laws, each Debtor hereby irrevocably appoints the Administrative Agent, acting for and on behalf of itself and the other Secured Parties and each successor and assign of the Administrative Agent as and the Grantor’s other Secured Parties, the true and lawful attorney-in-fact for of such Debtor, with full power and authority in the purposes place and stead of carrying out such Debtor and in the provisions name of such Debtor, the Administrative Agent or otherwise, subject to the terms of the Construction Loan Agreement, this Security Agreement and taking applicable Legal Requirements, to enforce all rights, interests and remedies of such Debtor with respect to the Collateral from time to time upon and following the occurrence and continuation of an Event of Default or Potential Event of Default in the Administrative Agent’s discretion to take any action and executing to execute any instrument which that the Administrative Agent may deem necessary or advisable to accomplish the purposes hereofof this Agreement, which appointment is irrevocable and coupled with an interest; provided, that the Administrative Agent shall have and may exercise rights under this power of attorney only upon the occurrence and during the continuance of an Event of Default. Without limiting the generality of the foregoing, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall have the right and powerincluding: (a) to askobtain and adjust insurance required to be maintained by Debtors or paid to the Administrative Agent pursuant to this Agreement; (b) to ask for, demand, collect, ▇▇▇ for, recover, compromisecompound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (bc) to elect remedies thereunder and to receive, endorse and collect any drafts or other instruments, documents and chattel paper in connection with clause clauses (a) and (b) above; (c) to endorse such Grantor’s name on any checks, notes, drafts or any other payment relating to or constituting proceeds of the Collateral which comes into the Administrative Agent’s possession or the Administrative Agent’s control, and deposit the same to the account of the Administrative Agent, for the benefit of the Secured Parties, on account and for payment of the Secured Obligations. (d) to file any claims or take any action or institute any proceedings that the Administrative Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Administrative Agent, for the benefit of the Secured Parties, Agent with respect to any of the Collateral; and; (e) to executepay or discharge taxes or Liens (other than Permitted 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 the Administrative Agent in its sole discretion, any such payments made by the Administrative Agent to become obligations of Debtor to the Administrative Agent, due and payable immediately without demand; (f) to sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts and other documents relating to the Collateral; and (g) upon the occurrence and during the continuation of an Event of Default, generally to sell, transfer, pledge, make any sale or other disposition of Collateral provided for herein, any endorsement, assignments, or other instruments of conveyance or transfer agreement with respect theretoto or otherwise deal with any of the Collateral as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes, and to do, at the Administrative Agent’s option and Debtors’ expense, at any time or from time to time, all acts and things that the Administrative Agent deems necessary to protect, preserve or realize upon the Collateral and the Administrative Agent’s security interest therein in order to effect the intent of this Agreement, all as fully and effectively as Debtor might do.

Attorney-in-Fact. Each Grantor hereby appoints the Administrative Agent as the Grantor’s attorney-in-fact for the purposes of carrying out the provisions of this Security Agreement and taking any action and executing any instrument which the Administrative Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest; provided, however, that the Administrative Agent shall have and may exercise rights under this power of attorney only upon the occurrence and during the continuance of an Event of Default. Without limiting the generality of the foregoing, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall have the right and power: (a) to ask, demand, collect, ▇s▇▇ for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (b) to receive, endorse and collect any drafts or other instruments, documents and chattel paper in connection with clause (a) above; (c) to endorse such Grantor’s name on any checks, notes, drafts or any other payment relating to or constituting proceeds of the Collateral which comes into the Administrative Agent’s possession or the Administrative Agent’s control, and deposit the same to the account of the Administrative Agent, for the benefit of the Secured Parties, on account and for payment of the Secured Obligations.; (d) to file any claims or take any action or institute any proceedings that the Administrative Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Administrative Agent, for the benefit of the Secured Parties, with respect to any of the Collateral; and (e) to execute, in connection with any sale or other disposition of Collateral provided for herein, any endorsement, assignments, or other instruments of conveyance or transfer with respect thereto.

Attorney-in-Fact. Each Grantor The Secured Party is hereby appoints appointed the Administrative Agent as the Grantor’s attorney-in-fact of the Company for the purposes purpose of carrying out the provisions of this Security Agreement and taking any action and executing any instrument instruments which the Administrative Agent Secured Party may deem necessary or advisable to accomplish the purposes hereofof this Agreement, which to preserve the validity, perfection and priority of the Lien granted by this Agreement (including, without limitation, the filing or recording of such financing statements as Secured Party may deem appropriate or necessary) and, following any Default, to exercise its rights, remedies, powers and privileges under this Agreement. This appointment as attorney-in-fact is irrevocable and coupled with an interest; provided, that the Administrative Agent shall have and may exercise rights under this power of attorney only upon the occurrence and during the continuance of an Event of Default. Without limiting the generality of the foregoing, the Secured Party shall be entitled under this Agreement upon the occurrence and during the continuance continuation of an Event of Default, the Administrative Agent shall have the right and power any Default (ai) to ask, demand, collect, sue ▇▇▇ for▇, recover, compromise, receive and give acquittance receipt and receipts discharge for moneys amounts due and to become due under or and in respect of all or any part of the Collateral; ; (bii) to receive, endorse and collect any drafts instruments or other drafts, instruments, documents and chattel paper in connection with clause (ai) above; above (c) to endorse such Grantor’s name on including any checks, notes, drafts draft or any other payment relating to or constituting check representing the proceeds of the Collateral which comes into the Administrative Agent’s possession insurance or the Administrative Agent’s control, and deposit the same to the account return of the Administrative Agent, for the benefit of the Secured Parties, on account and for payment of the Secured Obligations. unearned premiums); (diii) to file any claims or take any action or institute any proceedings proceeding that the Administrative Agent Secured Party may deem necessary or desirable advisable for the collection of all or any part of the Collateral Collateral, including the collection of any compensation due and to become due under any contract or otherwise to enforce the rights of the Administrative Agent, for the benefit of the Secured Parties, agreement with respect to all or any part of the Collateral; and and (eiv) to execute, in connection with any sale or other disposition of the Collateral provided for hereinunder Section 4, any endorsementendorsements, assignments, bills of sale or other instruments of conveyance or transfer with respect theretoto all or any part of the Collateral.

Attorney-in-Fact. Each Grantor The Collateral Agent or any officer or agent thereof, with full power of substitution, is hereby appoints appointed the Administrative Agent as the Grantor’s attorney-in-fact with special power of attorney of the Sponsor for the purposes purpose of carrying out the provisions of this Security Agreement and the other Financing Documents and taking any action and executing any instrument instruments which the Administrative Collateral Agent may deem necessary or advisable to accomplish the purposes hereofhereof and thereof, which appointment as attorney-in-fact with special power of attorney is irrevocable and coupled with an interest; providedinterest and irrevocable and, that the Administrative Agent shall have and may exercise rights under this power of attorney only upon the occurrence and during the continuance of an Event of Default. Without without limiting the generality of the foregoing, upon which appointment hereby gives the occurrence Collateral Agent or any officer or agent thereof the power and during right on behalf of the continuance Sponsor, without notice to or assent by the foregoing, to the extent permitted by applicable Government Rules, to do the following when and to the extent it is authorized or directed to do so pursuant to the terms of this Agreement or any of the other Financing Documents, provided that, unless otherwise permitted hereunder to do so to perform its functions as Collateral Agent, the Collateral Agent cannot exercise its powers under this Section 5.09 unless an Event of Default, the Administrative Agent shall have the right Default has occurred and poweris continuing: (a) to askask for, demand, collect, ▇▇▇ for, recover, compromisecollect, receive and give acquittance for any and receipts for all moneys due and or to become due under or in with respect to, and to the extent of, the rights assigned to it by the Sponsor to the extent of the interest therein of any of Secured Party in the Sponsor Collateral; (b) to receive, endorse take, endorse, assign and collect deliver any drafts or and all checks, notes, drafts, acceptances, documents and other negotiable and non-negotiable instruments, documents and chattel paper taken or received by the Collateral Agent in connection with clause (a) abovethis Agreement or any of the other Financing Documents; (c) to endorse such Grantor’s name on commence, file, prosecute, defend, settle, compromise, adjust, revoke, cancel, annul, move to dismiss or otherwise undo any checksclaim, notessuit, drafts action or any other payment relating to or constituting proceeds of the Collateral which comes into the Administrative Agent’s possession or the Administrative Agent’s control, and deposit the same proceeding with respect to the account of the Administrative Agent, security interests granted for the benefit and on behalf of the Secured Parties, on account and for payment of Parties in the Secured Obligations.Sponsor Collateral; (d) to file sell, transfer, assign or otherwise deal in or with (or to so cause) the Sponsor Collateral or any claims or take any action or institute any proceedings that part thereof pursuant to the Administrative Agent may deem necessary or desirable for the collection terms and conditions of this Agreement and any of the Collateral or otherwise to enforce the rights of the Administrative Agent, for the benefit of the Secured Parties, with respect to any of the Collateralother Financing Documents; and (e) to executedo, at its option and at the expense and for the account of the Sponsor at any time or from time to time, all acts and things which the Collateral Agent deems necessary to protect or preserve the Sponsor Collateral and to realize upon such Sponsor Collateral. The Sponsor agrees to execute and deliver to the Collateral Agent, and register in connection any applicable public registry in the jurisdiction of its organization in which such registration is necessary, a notarized deed constituting such power of attorney. The Collateral Agent shall not be responsible for the negligence or misconduct of any attorney-in-fact selected by it without gross negligence or willful misconduct. The Sponsor hereby confirms and ratifies any and all actions and things performed or done by the Collateral Agent as its attorney-in-fact or any of its representatives hereunder in each case pursuant to and in accordance with any sale or other disposition of Collateral provided for herein, any endorsement, assignments, or other instruments of conveyance or transfer with respect theretothe powers granted hereunder.

Attorney-in-Fact. Each Grantor The Collateral Trustee or any officer or agent thereof, with full power of substitution, is hereby appoints appointed the Administrative Agent as the Grantor’s attorney-in-fact of each of the Borrower, the Partnership, the General Partner and the Limited Partner for the purposes purpose of carrying out the provisions of this Security Agreement and any of the Financing Documents and taking any action and executing any instrument instruments which the Administrative Agent Collateral Trustee, at the direction of Majority Lenders; may deem necessary or advisable to accomplish the purposes hereofhereof and thereof, which appointment as attorney-in-fact is irrevocable and coupled with an interest; providedinterest and irrevocable and, that the Administrative Agent shall have and may exercise rights under this power of attorney only upon the occurrence and during the continuance of an Event of Default. Without without limiting the generality of the foregoing, upon which appointment hereby gives the occurrence Collateral Trustee the power and during right on behalf of each of the continuance of an Event of DefaultBorrower, the Administrative Agent shall have Partnership, the right General Partner and powerthe Limited Partner without notice to or assent by any of the foregoing, to the extent permitted by applicable law, to do the following when and to the extent it is authorized or directed to do so pursuant to the terms of this Agreement or any of the Security Documents: (ai) to askask for, demand, collect, ▇▇▇ for, recover, compromisecollect, receive and give acquittance for any and receipts for all moneys due and or to become due under or in with respect to, and to the extent of, the rights assigned to it by any of the Borrower, the Partnership, the General Partner and the Limited Partner to the extent of the interest therein of any of Secured Party in the Collateral; (bii) to receive, endorse take, endorse, assign and collect deliver any drafts or and all checks, notes, drafts, acceptances, documents and other negotiable and non- negotiable instruments, documents and chattel paper taken or received by the Collateral Trustee in connection with clause (a) abovethis Agreement or any of the Financing Documents; (ciii) to endorse such Grantor’s name on commence, file, prosecute, defend, settle, compromise, adjust, revoke, cancel, annul, move to dismiss or otherwise undo any checksclaim, notessuit, drafts action or any other payment relating to or constituting proceeds of the Collateral which comes into the Administrative Agent’s possession or the Administrative Agent’s control, and deposit the same proceeding with respect to the account of the Administrative Agent, security interests granted for the benefit of the Secured PartiesParties in the Collateral; (iv) to sell, on account transfer, assign or otherwise deal in or with the Collateral or any part thereof pursuant to the terms and conditions of this Agreement and the Financing Documents; and (v) to do, at its option and at the expense and for payment of the Secured Obligations. (d) to file any claims or take any action or institute any proceedings that the Administrative Agent may deem necessary or desirable for the collection account of any of the Borrower, the Partnership, the General Partner and the Limited Partner at any time or from time to time, all acts and things which the Collateral Trustee deems necessary to protect or otherwise preserve the Collateral and to enforce the rights realize upon such Collateral. Each of the Administrative AgentBorrower, the Partnership, the General Partner and the Limited Partner agrees, if required by applicable law or reasonably requested by the Collateral Trustee, to execute and deliver to the Collateral Trustee, and register in every public registry in the State of Texas, the State of New York or the United Mexican States in which such registration is necessary, a notarized public deed or other instrument constituting such power of attorney. The Collateral Trustee shall not be responsible for the benefit negligence or misconduct of the Secured Parties, with respect to any of the Collateral; and (e) to execute, in connection with any sale attorney-in-fact selected by it without gross negligence or other disposition of Collateral provided for herein, any endorsement, assignments, or other instruments of conveyance or transfer with respect theretowillful misconduct.

Attorney-in-Fact. Each Grantor Company hereby irrevocably appoints ---------------- the Administrative Agent as the Grantor’s Agent, and any officer or agent thereof, such Company's attorney-in-fact for fact, with full authority in the purposes place and stead of carrying out such Company and in the provisions name of this Security Agreement such Company or otherwise, from time to time in the Agent's discretion, to take any and taking any all action and executing to execute any instrument Instrument or other assurance which the Administrative Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest; provided, that of this Agreement (subject to the Administrative Agent shall have and may exercise rights under this power of attorney only upon the occurrence and during the continuance of an Event of Default. Without limiting the generality of the foregoingCompanies under Section 4.4), upon the occurrence and during the continuance of an Event of Defaultincluding, the Administrative Agent shall have the right and power----------- without limitation: (a) while any Default or Event of Default is continuing, to obtain and adjust insurance required to be maintained by such Company pursuant to Section 4.3; ----------- (b) while any Default or Event of Default is continuing, to ask, demand, collect, ▇▇▇ for, recover, compromise, receive receive, and give acquittance and receipts for moneys due and to become due under or in respect of any of the Security Agreement Collateral; (bc) while any Default or Event of Default is continuing, to receive, endorse and collect any drafts or other instruments, documents instruments and chattel paper in connection with clause (a) above; or (c) to endorse such Grantor’s name on any checks, notes, drafts or any other payment relating to or constituting proceeds of the Collateral which comes into the Administrative Agent’s possession or the Administrative Agent’s control, and deposit the same to the account of the Administrative Agent, for the benefit of the Secured Parties, on account and for payment of the Secured Obligations.b); ---------- --- (d) while any Default or Event of Default is continuing, to file any claims or execute and do all such assurances, acts and things which such Company ought to do under the covenants and provisions of this Agreement; (e) to take any action or institute any proceedings that and all such actions as the Administrative Agent may deem may, in its sole and absolute discretion, determine to be necessary or desirable advisable for the collection purpose of maintaining, preserving or protecting the security constituted by this Agreement or any of the Collateral rights, remedies, powers or otherwise to enforce the rights privileges of the Administrative AgentAgent under this Agreement; (f) generally, for in the benefit name of such Company or in the name of the Secured Parties, with respect Collateral to exercise all or any of the powers, authorities and discretions conferred on or reserved to the Agent pursuant to this Agreement; (g) to maintain and preserve all of such Intellectual Property Collateral; and (eh) to executefile such financing statements with respect hereto, in connection with any sale or other disposition of Collateral provided for herein, any endorsement, assignmentswithout such Company's signature, or other instruments a photocopy of conveyance this Agreement in substitution for a financing statement, as the Agent may deem appropriate, and to execute in such Company's name such financing statements and continuation statements which may require such Company's signature. Each Company hereby ratifies all that the Agent shall do or transfer cause to be done by virtue hereof. Each Company hereby acknowledges, consents, and agrees that the power of attorney granted pursuant to this Section is irrevocable and coupled ------- with respect theretoan interest.

Attorney-in-Fact. Each Grantor hereby appoints the Administrative Agent as the Grantor’s attorney-in-fact for the purposes of carrying out the provisions of this Security Agreement and taking any action and executing any instrument which the Administrative Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest; provided, that the Administrative Agent shall have and may exercise rights under this power of attorney only upon the occurrence and during the continuance of an Event of Default. Without limiting the generality of the foregoing, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall have the right and power: (a) to ask, demand, collect, ▇▇▇ sue for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (b) to receive, endorse and collect any drafts or other instruments, documents and chattel paper in connection with clause (a) above; (c) to endorse such Grantor▇▇▇▇▇▇▇’s name on any checks, notes, drafts or any other payment relating to or constituting proceeds of the Collateral which comes into the Administrative Agent’s possession or the Administrative Agent’s control, and deposit the same to the account of the Administrative Agent, for the benefit of the Secured Parties, on account and for payment of the Secured Obligations. (d) to file any claims or take any action or institute any proceedings that the Administrative Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Administrative Agent, for the benefit of the Secured Parties, with respect to any of the Collateral; and (e) to execute, in connection with any sale or other disposition of Collateral provided for herein, any endorsement, assignments, or other instruments of conveyance or transfer with respect thereto.

Attorney-in-Fact. Each Grantor LIMITATIONS ON AUTHORITY OF THE PORTFOLIO MANAGER AS ATTORNEY-IN-FACT; AUTHORITY WITH RESPECT TO BANK ACCOUNTS; NATURE OF SERVICES. (i) Subject to clause (ii) of this clause (h), the Issuer hereby irrevocably appoints the Administrative Agent Portfolio Manager as the Grantor’s Issuer's attorney-in-fact for fact, with full authority in the purposes place and stead of carrying out the provisions Issuer and in the name of this Security Agreement and taking any action and executing any instrument which the Administrative Agent Issuer or otherwise, from time to time in the Portfolio Manager's discretion, but subject to the direction of the Issuer, to take such actions on behalf of the Issuer as may deem be necessary or advisable to accomplish the for purposes hereof, which appointment is irrevocable and coupled with an interest; provided, that the Administrative Agent shall have and may exercise rights under this power of attorney only upon the occurrence and during the continuance of an Event of Default. Without limiting the generality of the foregoingadministration and management of the operations of the Issuer, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall have the right and power (a) to ask, demand, collect, ▇▇▇ for, recover, compromisecompound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (b) connection therewith and to receive, endorse endorse, and collect any drafts or other instruments, documents and chattel paper in connection with clause (a) above; (c) to endorse such Grantor’s name on any checks, notes, drafts or any other payment relating to or constituting proceeds of the Collateral which comes into the Administrative Agent’s possession or the Administrative Agent’s controltherewith, and deposit the same to the account of the Administrative Agent, for the benefit of the Secured Parties, on account and for payment of the Secured Obligations. (d) to file any claims or take any action or institute any proceedings that the Administrative Agent which may deem be necessary or desirable for the collection thereof or to enforce compliance with the terms and conditions of any of such documents, instruments and agreements. (ii) Anything in clause (i) of this clause (h) or elsewhere in this Agreement to the Collateral contrary notwithstanding, the Portfolio Manager is not hereby authorized to execute on behalf of or otherwise as attorney-in-fact for the Issuer and Transaction Document, or any amendment, modification or waiver to enforce or under any Transaction Document. (iii) The Issuer authorizes the rights Portfolio Manager to transfer and deposit funds of the Administrative AgentIssuer to and in such bank accounts including, for without limitation, the benefit Custodial Account, as may be established in the name of the Secured Parties, with respect to any of the Collateral; and (e) to execute, in connection with any sale or other disposition of Collateral provided for herein, any endorsement, assignments, or other instruments of conveyance or transfer with respect theretoIssuer.

Attorney-in-Fact. Each Grantor hereby appoints the Administrative Agent as the such Grantor’s attorney-in-fact for the purposes of carrying out the provisions of this Security Agreement and taking any action and executing any instrument which the Administrative Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest; provided, that the Administrative Agent shall have and may exercise rights under this power of attorney only upon the occurrence and during the continuance of an Event of Default. Without limiting the generality of the foregoing, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall have the right and power: (a) to ask, demand, collect, ▇s▇▇ for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (b) to receive, endorse and collect any drafts or other instruments, documents and chattel paper in connection with clause (a) above; (c) to endorse such Grantor’s name on any checks, notes, drafts or any other payment relating to or constituting proceeds of the Collateral which comes into the Administrative Agent’s possession or the Administrative Agent’s control, and deposit the same to the account of the Administrative Agent, for the benefit of the Secured Parties, on account and for payment of the Secured Obligations.; (d) to file any claims or take any action or institute any proceedings that the Administrative Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Administrative Agent, for the benefit of the Secured Parties, with respect to any of the Collateral; and (e) to execute, in connection with any sale or other disposition of Collateral provided for herein, any endorsement, assignments, or other instruments of conveyance or transfer with respect thereto.

Attorney-in-Fact. Each Grantor The Collateral Agent or any officer or agent thereof, with full power of substitution, is hereby appoints appointed the Administrative Agent as the Grantor’s attorney-in-fact with special power of attorney of each Affiliated Obligor for the purposes purpose of carrying out the provisions of this Security Agreement and the other Financing Documents and taking any action and executing any instrument instruments which the Administrative Collateral Agent may deem necessary or advisable to accomplish the purposes hereofhereof and thereof, which appointment as attorney-in-fact with special power of attorney is irrevocable and coupled with an interest; providedinterest and irrevocable and, that the Administrative Agent shall have and may exercise rights under this power of attorney only upon the occurrence and during the continuance of an Event of Default. Without without limiting the generality of the foregoing, upon which appointment hereby gives the occurrence Collateral Agent or any officer or agent thereof the power and during right on behalf of each Affiliated Obligor, without notice to or assent by the continuance foregoing, to the extent permitted by applicable Government Rules, to do the following when and to the extent it is authorized or directed to do so pursuant to the terms of this Agreement or any of the other Financing Documents, provided that, unless otherwise permitted hereunder to do so to perform its functions as Collateral Agent, the Collateral Agent cannot exercise its powers under this Section 13.03 unless an Event of Default, the Administrative Agent shall have the right Default has occurred and poweris continuing: (a) to askask for, demand, collect, ▇▇▇ for, recover, compromisecollect, receive and give acquittance for any and receipts for all moneys due and or to become due under or in with respect to, and to the extent of, the rights assigned to it by any Affiliated Obligor to the extent of the interest therein of any of Secured Party in the Collateral; (b) to receive, endorse take, endorse, assign and collect deliver any drafts or and all checks, notes, drafts, acceptances, documents and other negotiable and non-negotiable instruments, documents and chattel paper taken or received by the Collateral Agent in connection with clause (a) abovethis Agreement or any of the other Financing Documents; (c) to endorse such Grantor’s name on commence, file, prosecute, defend, settle, compromise, adjust, revoke, cancel, annul, move to dismiss or otherwise undo any checksclaim, notessuit, drafts action or any other payment relating to or constituting proceeds of the Collateral which comes into the Administrative Agent’s possession or the Administrative Agent’s control, and deposit the same proceeding with respect to the account of the Administrative Agent, security interests granted for the benefit and on behalf of the Secured Parties, on account and for payment of Parties in the Secured Obligations.Collateral; (d) to file sell, transfer, assign or otherwise deal in or with (or to so cause) the Collateral or any claims or take any action or institute any proceedings that part thereof pursuant to the Administrative Agent may deem necessary or desirable for the collection terms and conditions of this Agreement and any of the Collateral or otherwise to enforce the rights of the Administrative Agent, for the benefit of the Secured Parties, with respect to any of the Collateralother Financing Documents; and (e) to executedo, at its option and at the expense and for the account of the Borrower at any time or from time to time, all acts and things which the Collateral Agent deems necessary to protect or preserve the Collateral and to realize upon such Collateral. Each Affiliated Obligor agrees to execute and deliver to the Collateral Agent, and register in connection any applicable public registry in the jurisdiction of its organization in which such registration is necessary, a notarized deed constituting such power of attorney. The Collateral Agent shall not be responsible for the negligence or misconduct of any attorney-in-fact selected by it without gross negligence or willful misconduct. Each Affiliated Obligor hereby confirms and ratifies any and all actions and things performed or done by the Collateral Agent as its attorney-in-fact or any of its representatives hereunder in each case pursuant to and in accordance with the powers granted hereunder. Each Senior Lender and Hedge Bank agrees, if required by applicable law or reasonably requested by the Collateral Agent, to execute and deliver to the Collateral Agent, and register in every public registry in Bolivia in which such registration is necessary, a notarized public deed appointing the Collateral Agent and any sale officer or other disposition agent thereof, with full power of substitution, its attorney-in-fact (with special power of attorney) for purposes of exercising any rights and remedies of such Senior Lender or Hedge Bank under the Financing Documents to which the Collateral provided for herein, any endorsement, assignments, or other instruments Agent is a party and taking all action in Bolivia on behalf of conveyance or transfer with respect theretothe Secured Parties that the Collateral Agent is authorized to take pursuant to this Agreement.

Attorney-in-Fact. Each Grantor (a) Subject to Obligor's rights under Sections 2.13 through 2.16, Obligor hereby irrevocably constitutes and appoints the Administrative Collateral Agent and any officer or agent thereof, with full power of substitution, as the Grantor’s its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Obligor and in the name of Obligor or in its own name, for the purposes purpose of carrying out the provisions of this Security Agreement upon the occurrence and taking during the continuation of an Event of Default, to (x) take any appropriate action and executing to execute any document or instrument which the Administrative Agent that may deem be necessary or advisable desirable to accomplish the purposes hereofof this Agreement, which (y) preserve the validity, perfection and priority of the liens granted by this Agreement, and (z) exercise its rights, remedies, powers and privileges under this Agreement. This appointment as attorney-in-fact is irrevocable and coupled with an interest; provided, that the Administrative Agent shall have and may exercise rights under this power of attorney only upon the occurrence and during the continuance of an Event of Default. Without limiting the generality of the foregoing, Obligor hereby gives the Collateral Agent the power and right, on behalf of Obligor, without notice to or assent by Obligor, upon the occurrence and during the continuance continuation of an any Event of Default, the Administrative Agent shall have the right and power Default (ai) to ask, demand, collect, ▇▇▇ for, recover, compromise, receive and give acquittance receipt and receipts discharge for moneys amounts due and to become due under or and in respect of all or any part of the Collateral; , (bii) to receiveto, endorse in the name of Obligor or its own name, or otherwise, take possession of, receive and indorse and collect any drafts check, Account, Chattel Paper, draft, note, acceptance or other instruments, documents and chattel paper in connection with clause (a) above; (c) to endorse such Grantor’s name on any checks, notes, drafts or any other payment relating to or constituting proceeds of the Collateral which comes into the Administrative Agent’s possession or the Administrative Agent’s control, and deposit the same to the account of the Administrative Agent, Instrument for the benefit of the Secured Parties, on account and for payment of the Secured Obligations. moneys due under any Account or General Intangible, (diii) to file any claims or take any action or institute any proceedings proceeding that the Administrative Collateral Agent may deem necessary or desirable advisable for the collection of all or any of the Collateral or otherwise to enforce the rights of the Administrative Agent, for the benefit of the Secured Parties, with respect to any part of the Collateral; and , (eiv) to execute, in connection with any sale or other disposition of the Collateral provided for hereinunder Article V, any endorsementendorsements, assignments, bills of sale or other instruments of conveyance or transfer with respect theretoto all or any part of the Collateral, (v) in the case of any Intellectual Property, execute and deliver, and have recorded, any agreement, instrument, document or paper as the Collateral Agent may request to evidence the Collateral Agent's security interest in such Intellectual Property and the goodwill and General Intangibles of Obligor relating thereto or represented thereby, (vi) pay or discharge taxes and Liens levied or placed on or threatened against the Collateral (other than Permitted Liens), effect any repair or pay or discharge any insurance called for by the terms of this Agreement (including all or any part of the premiums therefor and the costs thereof), (vii) execute, in connection with any sale provided for in Article V, any endorsement, assignment or other instrument of conveyance or transfer with respect to the collateral; and (viii) (A) direct any party liable for any payment under any Collateral to make payment of any moneys due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall direct, (B) ask or demand for, collect, and receive payment of and receipt for, any moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral, (C) sign and indorse any invoice, freight or express ▇▇▇▇, ▇▇▇▇ of lading, storage or warehouse receipt, draft against debtors, assignment, verification, notice and other document in connection with any Collateral, (D) commence and prosecute any suit, action or proceeding at law or in equity in any court of competent jurisdiction to collect any Collateral and to enforce any other right in respect of any Collateral, (E) defend any suit, action or proceeding brought against Obligor with respect to any Collateral, (F) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or releases as the Collateral Agent may deem appropriate, (G) assign any Copyright, Patent or Trademark (along with the goodwill of the business to which any such Trademark pertains) throughout the world for such term or terms, on such conditions, and in such manner as the Collateral Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment and (H) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any Collateral as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes, and do, at the Collateral Agent's option and Obligor's expense, at any time, or from time to time, all acts and things that the Collateral Agent reasonably deems necessary to protect, preserve or realize upon the Collateral and the Collateral Agent's and the other Secured Parties' security interests therein and to effect the intent of this Agreement, all as fully and effectively as Obligor might do. (b) Without limiting the rights and powers of the Collateral Agent under Section 2.12(a), Obligor hereby appoints the Collateral Agent as its attorney-in-fact, effective the date of this Agreement and terminating upon the Discharge Date, for the purpose of, upon the occurrence and during the continuation of an Event of Default, (i) executing on behalf of Obligor title or ownership applications for filing with appropriate state agencies to enable Motor Vehicles now owned or in the future acquired by Obligor to be retitled and the Collateral Agent to be listed as lien holder as to those Motor Vehicles, (ii) filing such applications with such state agencies, and (iii) executing such other documents and instruments on behalf of, and taking such other action in the name of, Obligor as the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement (including the purpose of creating in favor of the Collateral Agent a perfected lien on the Motor Vehicles and exercising the rights, remedies, powers and privileges of the Collateral Agent under Section 5.01). This appointment as attorney-in-fact is irrevocable and coupled with an interest. (c) Without limiting the rights and powers of the Collateral Agent under Section 2.12(a), Obligor hereby appoints the Collateral Agent as its attorney-in-fact, effective the date of this Agreement and terminating upon the Discharge Date, at the Collateral Agent's option, but without any obligation so to do, for the purpose of performing, executing, and filing all such contracts, agreements and other documents as are contemplated by Section 2.11(b). This appointment as attorney-in-fact is irrevocable and coupled with an interest. (d) The expenses of the Collateral Agent incurred in connection with actions undertaken as provided in this Section 2.12, together with interest thereon at a rate per annum equal to the rate per annum at which interest would then be payable on past due Notes under the Indenture, from the date of payment by the Collateral Agent to the date reimbursed by Obligor, shall be payable by Obligor to the Collateral Agent on demand and shall constitute Secured Obligations and be secured by the Liens of the Collateral Documents. (e) Obligor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released.

Attorney-in-Fact. Each Grantor LIMITATIONS ON AUTHORITY OF THE PORTFOLIO MANAGER AS ATTORNEY-IN FACT; AUTHORITY WITH RESPECT TO BANK ACCOUNTS; NATURE OF SERVICES. (i) Subject to clause (ii) of this clause (h), the Issuer hereby irrevocably appoints the Administrative Agent Portfolio Manager as the Grantor’s Issuer's attorney-in-fact for fact, with full authority in the purposes place and stead of carrying out the provisions Issuer and in the name of this Security Agreement and taking any action and executing any instrument which the Administrative Agent Issuer or otherwise, from time to time in the Portfolio Manager's discretion, but subject to the direction of the Issuer, to take such actions on behalf of the Issuer as may deem be necessary or advisable to accomplish the for purposes hereof, which appointment is irrevocable and coupled with an interest; provided, that the Administrative Agent shall have and may exercise rights under this power of attorney only upon the occurrence and during the continuance of an Event of Default. Without limiting the generality of the foregoingadministration and management of the operations of the Issuer, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall have the right and power (a) to ask, demand, collect, ▇▇▇ for, recover, compromisecompound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (b) connection therewith and to receive, endorse endorse, and collect any drafts or other instruments, documents and chattel paper in connection with clause (a) above; (c) to endorse such Grantor’s name on any checks, notes, drafts or any other payment relating to or constituting proceeds of the Collateral which comes into the Administrative Agent’s possession or the Administrative Agent’s controltherewith, and deposit the same to the account of the Administrative Agent, for the benefit of the Secured Parties, on account and for payment of the Secured Obligations. (d) to file any claims or take any action or institute any proceedings that the Administrative Agent which may deem be necessary or desirable for the collection thereof or to enforce compliance with the terms and conditions of any of such documents, instruments and agreements. (ii) Anything in clause (i) of this clause (h) or elsewhere in this Agreement to the Collateral contrary notwithstanding, the Portfolio Manager is not hereby authorized to execute on behalf of or otherwise as attorney-in-fact for the Issuer any Transaction Document, or any amendment, modification or waiver to enforce or under any Transaction Document. (iii) The Issuer authorizes the rights Portfolio Manager to transfer and deposit funds of the Administrative AgentIssuer to and in such bank accounts including, for without limitation, the benefit Custodial Account, as may be established in the name of the Secured Parties, with respect to any of the Collateral; and (e) to execute, in connection with any sale or other disposition of Collateral provided for herein, any endorsement, assignments, or other instruments of conveyance or transfer with respect theretoIssuer.

Attorney-in-Fact. Each Grantor hereby appoints the Administrative Agent as the Grantor’s 's attorney-in-fact for the purposes of carrying out the provisions of this Security Agreement and taking any action and executing any instrument which the Administrative Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest; provided, that the Administrative Agent shall have and may exercise rights under this power of attorney only upon the occurrence and during the continuance of an Event of Default. Without limiting the generality of the foregoing, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall have the right and power (a) to ask, demand, collect, ▇▇▇ sue for, recover, compromise, receive and give acquittance and receipts an▇ ▇eceipts for moneys due and to become due under or in respect of any of the Collateral; (b) to receive, endorse and collect any drafts or other instruments, documents and chattel paper in connection with clause (a) above; (c) to endorse such Grantor’s 's name on any checks, notes, drafts or any other payment relating to or constituting proceeds of the Collateral which comes into the Administrative Agent’s 's possession or the Administrative Agent’s 's control, and deposit the same to the account of the Administrative Agent, for the benefit of the Secured Parties, on account and for payment of the Secured Obligations. (d) to file any claims or take any action or institute any proceedings that the Administrative Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Administrative Agent, for the benefit of the Secured Parties, with respect to any of the Collateral; and (e) to execute, in connection with any sale or other disposition of Collateral provided for herein, any endorsement, assignments, or other instruments of conveyance or transfer with respect thereto.

Attorney-in-Fact. Each Grantor hereby appoints the Administrative Agent as the Grantor’s 's attorney-in-fact for the purposes of carrying out the provisions of this Security Agreement and taking any action and executing any instrument which the Administrative Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest; provided, that the Administrative Agent shall have and may exercise rights under this power of attorney only upon the occurrence and during the continuance of an Event of Default. Without limiting the generality of the foregoing, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall have the right and power (a) to ask, demand, collect, ▇▇▇ sue for, recover, compromise, receive and give acquittance and ▇▇▇ receipts for moneys due and to become due under or in respect of any of the Collateral; (b) to receive, endorse and collect any drafts or other instruments, documents and chattel paper in connection with clause (a) above; (c) to endorse such Grantor’s 's name on any checks, notes, drafts or any other payment relating to or constituting proceeds Proceeds of the Collateral which comes into the Administrative Agent’s 's possession or the Administrative Agent’s 's control, and deposit the same to the account of the Administrative Agent, for the benefit of the Secured Parties, on account and for payment of the Secured Obligations. (d) to file any claims or take any action or institute any proceedings that the Administrative Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Administrative Agent, for the benefit of the Secured Parties, with respect to any of the Collateral; and (e) to execute, in connection with any sale or other disposition of Collateral provided for herein, any endorsement, assignments, or other instruments of conveyance or transfer with respect thereto.

Attorney-in-Fact. Each Grantor Group hereby appoints the Administrative Agent as the GrantorLLC to be Group’s true and lawful attorney-in-fact for the following purposes of carrying out as same relate to the provisions of this Security Agreement and taking any action and executing any instrument which services provided by the Administrative Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest; provided, that the Administrative Agent shall have and may exercise rights under this power of attorney only upon the occurrence and Group during the continuance of an Event of Default. Without limiting the generality of the foregoing, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall have the right and power Employment Term: (a) to ask, demand, collect, ▇▇▇▇ for, recover, compromise, receive Patients in Group’s name and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; on Group’s behalf; (b) to receive, endorse collect accounts receivable resulting from such billing in Group’s name and collect any drafts or other instruments, documents and chattel paper in connection with clause (a) above; on Group’s behalf; (c) to endorse such Grantor’s name on any checksreceive payments from Blue Cross and Blue Shield, notesMedicare, drafts or any other payment relating to or constituting proceeds of the Collateral which comes into the Administrative Agent’s possession or the Administrative Agent’s controlMedicaid, payments from health plans, and deposit the same to the account of the Administrative Agent, for the benefit of the Secured Parties, on account and for payment of the Secured Obligations. all other third-party payors; (d) to file any claims or take any action or institute any proceedings that receive the Administrative Agent may deem necessary or desirable for the collection cash proceeds of any accounts receivable; (e) to take possession of and endorse in the Collateral name of Group any notes, checks, money orders, insurance payments, and other instruments received in payment of accounts receivable; (f) to deposit all such fees, collections, and charges in a bank account or otherwise bank accounts established in the name of and maintained on behalf of LLC, and (g) to initiate legal proceedings in the name of Group (i) to collect any accounts and monies owed to LLC for services rendered by Group, (ii) to enforce the rights of Group as creditor under any contract or in connection with the Administrative Agentrendering of any service, for the benefit of the Secured Parties, with respect to any of the Collateral; and and (eiii) to executecontest adjustments and denials by governmental agencies (or its fiscal intermediaries) as third-party payors. Group authorizes LLC, as Group’s attorney-in-fact, to take any further action and to execute such documents and instruments that LLC shall consider necessary or advisable in connection with any sale of the foregoing, hereby giving LLC full power and authority to do and perform each and every act or other disposition thing whatsoever requisite or advisable to be done in connection with the foregoing as fully as Group might or could do personally, and hereby ratifying and confirming all that LLC shall lawfully do or cause to be done by virtue thereof or hereof. The foregoing power (i) is a special power of Collateral provided for hereinattorney coupled with an interest and is irrevocable, any endorsementand (ii) shall survive the death, assignmentsdisability, legal incapacity, bankruptcy, or other instruments insolvency, of conveyance or transfer Group; provided, however, that this power of attorney shall terminate upon termination of this Agreement with respect theretoto accounts receivable arising from services rendered by Group after the Effective Date of Termination (as such term is defined below) of Group’s engagement hereunder.

Attorney-in-Fact. Each Grantor (a) Subject to the rights of the Obligor under Sections 2.06, 2.07, 2.08 and 2.09, the Collateral Agent is hereby appoints appointed the Administrative Agent as the Grantor’s attorney-in-fact of the Obligor for the purposes purpose of carrying out the provisions of this Security Agreement and taking any action and executing any instrument instruments which the Administrative Collateral Agent may deem necessary or advisable to accomplish the purposes hereofof this Agreement, which to preserve the validity, perfection and first priority (subject only to Liens permitted under Section 6.7 of the Note Purchase Agreement) of the Liens granted by this Agreement and, following any Default, to exercise its rights, remedies, powers and privileges under this Agreement. This appointment as attorney-in-fact is irrevocable and coupled with an interest; provided, that the Administrative Agent shall have and may exercise rights under this power of attorney only upon the occurrence and during the continuance of an Event of Default. Without limiting the generality of the foregoing, the Collateral Agent shall be entitled under this Agreement upon the occurrence and during the continuance continuation of an any Event of Default (or, in respect of Section 3.02(b), any Default, the Administrative Agent shall have the right and power ) (ai) to ask, demand, collect, ▇▇▇ for, recover, compromise, receive and give acquittance receipt and receipts discharge for moneys amounts due and to become due under or and in respect of all or any part of the Collateral; ; (bii) to receive, endorse and collect any drafts Instruments or other drafts, instruments, documents and chattel paper in connection with clause (ai) above; above (c) to endorse such Grantor’s name on including any checks, notes, drafts draft or any other payment relating to or constituting check representing the proceeds of the Collateral which comes into the Administrative Agent’s possession insurance or the Administrative Agent’s control, and deposit the same to the account return of the Administrative Agent, for the benefit of the Secured Parties, on account and for payment of the Secured Obligations. unearned premiums); (diii) to file any claims or take any action or institute any proceedings proceeding that the Administrative Collateral Agent may deem necessary or desirable advisable for the collection of all or any part of the Collateral Collateral, including the collection of any compensation due and to become due under any contract or otherwise to enforce the rights of the Administrative Agent, for the benefit of the Secured Parties, agreement with respect to all or any part of the Collateral; and and (eiv) to execute, in connection with any sale or other disposition of the Collateral provided for hereinunder Article VI, any endorsementendorsements, assignments, bills of sale or other instruments of conveyance or transfer with respect theretoto all or any part of the Collateral. In any suit, proceeding or action brought by the Collateral Agent relating to any Account, contract or Instrument for any sum owing thereunder, or to enforce any provision of any Account, contract or Instrument, the Obligor will save, indemnify and keep the Collateral Agent harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the obligor thereunder, arising out of a breach by the Obligor of any obligation thereunder or arising out of any other agreement, Indebtedness or liability at any time owing to, or in favor of, such obligor or its successors from the Obligor, and all such obligations of the Obligor shall be and remain enforceable against and only against the Obligor and shall not be enforceable against the Collateral Agent. (b) Without limiting the rights and powers of the Collateral Agent under Section 2.05(a), the Obligor hereby appoints the Collateral Agent as its attorney-in-fact, effective the Signing Date and terminating upon the termination of this Agreement, for the purpose of (i) executing on behalf of the Obligor title or ownership applications for filing with appropriate state agencies to enable Motor Vehicles now owned or hereafter acquired by the Obligor to be retitled and the Collateral Agent to be listed as lienholder as to such Motor Vehicles, (ii) filing such applications with such state agencies and (iii) executing such other documents and instruments on behalf of, and taking such other action in the name of, the Obligor as the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement (including the purpose of creating in favor of the Collateral Agent a first priority perfected lien on the Motor Vehicles and exercising the rights and remedies of the Collateral Agent under Article VI). This appointment as attorney-in-fact is irrevocable and coupled with an interest. (c) Without limiting the rights and powers of the Collateral Agent under Section 2.05(a), the Obligor hereby appoints the Collateral Agent as its attorney-in-fact, effective the Signing Date and terminating upon the termination of this Agreement, for the purpose of executing and filing all such contracts, agreements and other documents as are contemplated by Section 2.04(d). This appointment as attorney-in-fact is irrevocable and coupled with an interest.

Attorney-in-Fact. Each Grantor hereby appoints the Administrative Agent as the Grantor’s attorney-in-fact for the purposes of carrying out the provisions of this Security Agreement and taking any action and executing any instrument which the Administrative Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest; provided, that the Administrative Agent shall have and may exercise rights under this power of attorney only upon the occurrence and during the continuance of an Event of Default. Without limiting the generality of the foregoing, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall have the right and power (a) to ask, demand, collect, ▇s▇▇ for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (b) to receive, endorse and collect any drafts or other instruments, documents and chattel paper in connection with clause (a) above; (c) to endorse such Grantor’s name on any checks, notes, drafts or any other payment relating to or constituting proceeds of the Collateral which comes into the Administrative Agent’s possession or the Administrative Agent’s control, and deposit the same to the account of the Administrative Agent, for the benefit of the Secured Parties, on account and for payment of the Secured Obligations.; (d) to file any claims or take any action or institute any proceedings that the Administrative Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Administrative Agent, for the benefit of the Secured Parties, with respect to any of the Collateral; and (e) to execute, in connection with any sale or other disposition of Collateral provided for herein, any endorsement, assignments, or other instruments of conveyance or transfer with respect thereto.

Attorney-in-Fact. Each Grantor hereby appoints the Administrative Agent as the such Grantor’s attorney-in-fact for the purposes of carrying out the provisions of this Security Agreement and taking any action and executing any instrument which the Administrative Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest; provided, that the Administrative Agent shall have and may exercise rights under this power of attorney only upon the occurrence and during the continuance of an Event of Default. Without limiting the generality of the foregoing, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall have the right and power: (a) to ask, demand, collect, ▇▇▇ sue for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (b) to receive, endorse and collect any drafts or other instruments, documents and chattel paper in connection with clause (a) above; (c) to endorse such Grantor▇▇▇▇▇▇▇’s name on any checks, notes, drafts or any other payment relating to or constituting proceeds of the Collateral which comes into the Administrative Agent’s possession or the Administrative Agent’s control, and deposit the same to the account of the Administrative Agent, for the benefit of the Secured Parties, on account and for payment of the Secured Obligations.; (d) to file any claims or take any action or institute any proceedings that the Administrative Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Administrative Agent, for the benefit of the Secured Parties, with respect to any of the Collateral; and (e) to execute, in connection with any sale or other disposition of Collateral provided for herein, any endorsement, assignments, or other instruments of conveyance or transfer with respect thereto.

Attorney-in-Fact. Each Grantor hereby appoints the Administrative Agent as the such Grantor’s attorney-in-fact for the purposes of carrying out the provisions of this Security Agreement and taking any action and executing any instrument which the Administrative Agent may reasonably deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest; provided, provided that the Administrative Agent shall have and may exercise rights under this power of attorney only upon the occurrence and during the continuance of an Event of DefaultDefault and, subject to reinstatement pursuant to Section 13 below, such power of attorney shall terminate on the Facility Termination Date. Without limiting the generality of the foregoing, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall have the right and power power to: (a) to ask, demand, collect, ▇▇▇ for, recover, compromise, receive and 114197788_4 give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; ; (b) to receive, endorse and collect any drafts or other instruments, documents and chattel paper in connection with the foregoing clause (a) above; ); (c) to endorse such Grantor’s name on any checks, notes, drafts or any other payment relating to or constituting proceeds of the Collateral which comes into the Administrative Agent’s possession or the Administrative Agent’s control, and deposit the same to the account of the Administrative Agent, for the benefit of the Secured Parties, on account and for payment of the Secured Obligations. ; (d) to file any claims or take any action or institute any proceedings that the Administrative Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Administrative Agent, for the benefit of the Secured Parties, with respect to any of the Collateral; and and (e) to execute, in connection with any sale or other disposition of Collateral provided for herein, any endorsement, assignments, or other instruments of conveyance or transfer with respect thereto.

Attorney-in-Fact. Each Grantor hereby appoints the Administrative Agent as the Grantor’s attorney-in-fact for the purposes of carrying out the provisions of this Security Agreement and taking any action and executing any instrument which the Administrative Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest; provided, provided that the Administrative Agent shall have and may exercise rights under this power of attorney only upon the occurrence and during the continuance of an Event of Default. Without limiting the generality of the foregoing, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall have the right and power; (a) to ask, demand, collect, ▇▇▇ for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (b) to receive, endorse and collect any drafts or other instruments, documents and chattel paper in connection with clause (a) above; (c) to endorse such Grantor’s name on any checks, notes, drafts or any other payment relating to or constituting proceeds of the Collateral which comes into the Administrative Agent’s possession or the Administrative Agent’s control, and deposit the same to the account of the Administrative Agent, for the benefit of the Secured Parties, on account and for payment of the Secured Obligations. (d) to file any claims or take any action or institute any proceedings that the Administrative Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Administrative Agent, for the benefit of the Secured Parties, with respect to any of the Collateral; and (e) to execute, in connection with any sale or other disposition of Collateral provided for herein, any endorsement, assignments, or other instruments of conveyance or transfer with respect thereto.

Attorney-in-Fact. Each Grantor hereby appoints the Administrative Collateral Agent as the Grantor’s attorney-in-fact for the purposes of carrying out the provisions of this Security Agreement and taking any action and executing any instrument which the Administrative Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest; provided, that the Administrative Collateral Agent shall have and may exercise rights under this power of attorney only upon the occurrence and during the continuance of an Event of Default. Without limiting the generality of the foregoing, upon the occurrence and during the continuance of an Event of Default, the Administrative Collateral Agent shall have the right and power (a) to ask, demand, collect, ▇▇▇ for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (b) to receive, endorse and collect any drafts or other instruments, documents and chattel paper in connection with clause (a) above; (c) to endorse such Grantor’s name on any checks, notes, drafts or any other payment relating to or constituting proceeds of the Collateral which comes into the Administrative Collateral Agent’s possession or the Administrative Collateral Agent’s control, and deposit the same to the account of the Administrative Collateral Agent, for the benefit of the Secured PartiesCreditors, on account and for payment of the Secured Obligations. (d) to file any claims or take any action or institute any proceedings that the Administrative Collateral Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Administrative Collateral Agent, for the benefit of the Secured PartiesCreditors, with respect to any of the Collateral; and (e) to execute, in connection with any sale or other disposition of Collateral provided for herein, any endorsement, assignments, or other instruments of conveyance or transfer with respect thereto.. 40349479_6

Attorney-in-Fact. Each Grantor (a) Subject to the rights of the Company under Sections 2.6, 2.7, 2.8 and 2.9, the Bank is hereby appoints appointed the Administrative Agent as the Grantor’s attorney-in-fact of the Company for the purposes purpose of carrying out the provisions of this Security Agreement and taking any action and executing any instrument instruments which the Administrative Agent Bank may deem necessary or advisable to accomplish the purposes hereofof this Agreement, which to preserve the validity, perfection or priority of the Liens granted by this Agreement, including the execution and filing of financing statements, continuation statements and the like, and to exercise its rights, remedies, powers and privileges under this Agreement. This appointment as attorney-in-fact is irrevocable and coupled with an interest; provided, that the Administrative Agent . The Bank shall have and may exercise rights be entitled under this power of attorney only Agreement upon the occurrence and during the continuance of an Event of Default. Without limiting the generality of the foregoing, upon the occurrence and during the continuance of an any Event of Default, the Administrative Agent shall have the right and power (ai) to ask, demand, collect, ▇▇▇ sue for, recover, compromise, receive and give acquittance receipt and receipts discharge for moneys amounts due and to become due under or and in respect of any all or ▇▇y part of the Collateral; ; (bii) to receive, endorse and collect any drafts Instruments or other drafts, instruments, documents and chattel paper in connection with clause (ai) above; above (c) to endorse such Grantor’s name on including any checks, notes, drafts draft or any other payment relating to or constituting check representing the proceeds of the Collateral which comes into the Administrative Agent’s possession insurance or the Administrative Agent’s control, and deposit the same to the account return of the Administrative Agent, for the benefit of the Secured Parties, on account and for payment of the Secured Obligations. unearned premiums); (diii) to file any claims or take any action or institute any proceedings proceeding that the Administrative Agent Bank may deem necessary or desirable advisable for the collection of all or any part of the Collateral Collateral, including the collection of any compensation due and to become due under any contract or otherwise to enforce the rights of the Administrative Agent, for the benefit of the Secured Parties, agreement with respect to all or any part of the Collateral; and (eiv) to execute, in connection with any sale or other disposition of the Collateral provided for hereinunder Section 6, any endorsementendorsements, assignments, bills of sale or other instruments of conveyance or transfer with respect theretoto all or any part of the Collateral; and (v) to execute such documents and instruments on behalf of, and to take such action in the name of, the Company as the Bank may deem necessary or advisable to accomplish the purpose of this Agreement. (b) Without limiting the rights and powers of the Bank under Section 2.5(a), the Company hereby appoints the Bank as its attorney-in-fact, effective as of the Closing Date and terminating upon the termination of this Agreement and upon satisfaction in full of the Secured Obligations, for the purpose of executing and filing all such contracts, agreements and other documents as are contemplated by Section 2.4(c) but subject to the limitations of Section 5.5. This appointment as attorney-in-fact is irrevocable and coupled with an interest.

Attorney-in-Fact. Each Grantor (a) The Company and Holdings each hereby appoints the Administrative Agent Servicer as the Grantor’s attorney-in-fact for the purposes Company and Holdings, with full authority in the place and stead of carrying out the provisions Company or Holdings, as the case may be, as shall be required or reasonably desirable for the Servicer to perform its services hereunder; (i) to execute and deliver on behalf of this Security Holdings and the Company all payment and transfer instructions and all other documents arising in the ordinary course of business and financial affairs of Holdings and the Company; (ii) to execute and deliver on behalf of Holdings or the Company any and all notices, consents and other communications under the LLC Agreement and taking any action Contract of Holdings or the Company, except that, to the extent such notices, consents or other communications require approval of an Officer or the Board, such execution and executing any instrument which delivery shall be subject to such approval; (iii) to take such other actions in the Administrative Agent ordinary course of Holdings' or the Company's business on behalf of Holdings or the Company as the Servicer may deem necessary or advisable desirable to accomplish the purposes hereofof this Agreement, which appointment is irrevocable and coupled with an interest; provided, that the Administrative Agent shall have and may exercise rights under this power of attorney only upon the occurrence and during the continuance of an Event of Default. Without limiting the generality of the foregoing, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall have the right and power (a) including to ask, demand, collect, ▇▇▇ for, recover, compromise, receive and give acquittance and receipts for moneys due and or to become due under in connection with the Assets of Holdings or in respect of any of the Collateral; (b) Company, to receive, endorse and collect any drafts or other instruments, documents and chattel paper in connection with clause (a) above; (c) to endorse such Grantor’s name on any checks, notes, drafts or any other payment relating to or constituting proceeds of the Collateral which comes into the Administrative Agent’s possession or the Administrative Agent’s control, therewith and deposit the same to the account of the Administrative Agent, for the benefit of the Secured Parties, on account and for payment of the Secured Obligations. (d) to file any claims or claims; and (iv) to take any action or institute any proceedings that such other actions as the Administrative Agent Servicer may deem necessary or desirable for advisable to accomplish the collection purposes of Holdings or the Company, including the giving of notices, the delivery of assignments and the delivery of instructions and documents; provided that this grant of power of attorney will expire, and the Servicer will cease to have any power to act as the attorney-in-fact of Holdings and the Collateral or otherwise to enforce the rights Company, upon termination of the Administrative Agent, for the benefit of the Secured Parties, this Agreement in accordance with respect to any of the Collateral; andits terms. (eb) Each of Holdings and the Company hereby authorizes the Servicer to executetransfer and deposit funds and Securities to and in such bank, securities, escrow and clearing accounts as may be established in connection with any sale or other disposition the name of Collateral provided for herein, any endorsement, assignments, or other instruments Holdings and/or the Company and to cause operating expenses of conveyance or transfer with respect theretoHoldings and/or the Company to be paid from such deposited funds.

Attorney-in-Fact. Each Grantor hereby appoints (a) The Onshore Collateral Agent and the Administrative Offshore Collateral Agent, or any officer or agent thereof, with full power of substitution for the Onshore Collateral Agent or the Offshore Collateral Agent, as the Grantor’s case may be, is hereby appointed the attorney-in-fact of the Borrower for the purposes purpose of carrying out the provisions of this Security Agreement each of the Financing Documents and taking any action and executing any instrument instruments which the Administrative Agent may deem necessary or advisable to accomplish the purposes hereofhereof and thereof to the extent that the Offshore Collateral Agent and the Onshore Collateral Agent are authorized or directed to take such action or execute such instrument pursuant to the terms hereof and thereof, which appointment as attorney-in-fact is irrevocable and coupled with an interest; providedinterest and is irrevocable and, that the Administrative Agent shall have and may exercise rights under this power of attorney only upon the occurrence and during the continuance of an Event of Default. Without without limiting the generality of the foregoing, upon which appointment hereby gives the occurrence and during Onshore Collateral Agent or the continuance of an Event of DefaultOffshore Collateral Agent, as the case may be, the Administrative Agent shall have power and right on behalf of the right Borrower, without notice to or assent by any of the foregoing, to the extent permitted by applicable law, to do the following when and powerto the extent it is authorized or directed to do so pursuant to the terms of this Agreement or any of the other Financing Documents: (ai) to askask for, demand, collect, ▇▇▇ sue for, recover, compromisecollect, receive and give acquittance for any and receipts for moneys all m▇▇▇ys due and or to become due under or in with respect of any of to the Collateral; (bii) to receive, endorse take, endorse, assign and collect deliver any drafts or and all checks, notes, drafts, acceptances, documents and other negotiable and non-negotiable instruments, documents and chattel paper taken or received by the Offshore Collateral Agent in connection with clause (a) abovethis Agreement or any of the other Financing Documents; (ciii) to endorse such Grantor’s name on commence, file, prosecute, defend, settle, compromise or adjust any checksclaim, notessuit, drafts action or proceeding with respect to the Collateral; (iv) to sell, transfer, assign or otherwise deal in or with the Collateral or any other payment relating part thereof pursuant to or constituting proceeds the terms and conditions of the Collateral which comes into Agreement and the other Financing Documents; and (v) to do, at the option of the Administrative Agent’s possession or Agent and at the Administrative Agent’s control, expense and deposit the same to for the account of the Borrower at any time or from time to time, all acts and things which the Administrative Agent deems necessary to protect or preserve the Collateral and to realize upon the Collateral; (A) neither the Onshore Collateral Agent nor the Offshore Collateral Agent shall exercise any of its rights under this power of attorney prior to a Borrower Enforcement Direction and (B) prior to exercising such rights, the Onshore Collateral Agent or the Offshore Collateral Agent, for as the benefit case may be, shall notify the Borrower of its receipt of such Borrower Enforcement Direction and the Secured Parties, on account and for payment of the Secured Obligationscontents thereof. (db) The Borrower agrees to file any claims execute and deliver to the Onshore Collateral Agent or take any action or institute any proceedings that the Administrative Offshore Collateral Agent, as the case may be, and register in every public registry in Peru in which such registration is necessary, if any, a notarized public deed constituting such power of attorney. Annually prior to the anniversary date hereof, the Borrower must renew such power of attorney and such registration. Neither the Onshore Collateral Agent may deem necessary or desirable nor the Offshore Collateral Agent shall be responsible for the collection negligence or misconduct of any of the Collateral attorney-in-fact selected by it without gross negligence or otherwise to enforce the rights of the Administrative Agent, for the benefit of the Secured Parties, with respect to any of the Collateral; and (e) to execute, in connection with any sale or other disposition of Collateral provided for herein, any endorsement, assignments, or other instruments of conveyance or transfer with respect theretowillful misconduct.

Attorney-in-Fact. Each Grantor Owner hereby constitutes and appoints Administrative Agent, acting for and on behalf of itself and the Banks and each successor or assign of Administrative Agent as and the Grantor’s Banks, the true and lawful attorney-in-fact for of Owner, with full power and authority in the purposes place and stead of carrying out Owner and in the provisions name of this Security Agreement and taking any action and executing any instrument which the Owner, Administrative Agent may deem necessary or advisable otherwise to accomplish enforce all rights, interests and remedies of Owner with respect to the purposes hereofCollateral, which appointment is irrevocable and coupled with an interest; providedincluding, that the Administrative Agent shall have and may exercise rights under this power of attorney only upon the occurrence and during the continuance of an Event of Default. Without limiting the generality of the foregoing, upon the occurrence and during the continuance of an Event of Defaultwithout limitation, the Administrative Agent shall have the right and powerright: (a) 10.1 to ask, require, demand, collect, ▇▇▇ for, recover, compromise, receive and give acquittance for any and receipts all moneys and claims for moneys due and to become due under or in respect arising out of the Assigned Agreements or any of the other Collateral, including without limitation, any insurance policies; (b) 10.2 to receive, elect remedies thereunder and to endorse and collect any drafts checks or other instruments, documents and chattel paper instruments or orders in connection with clause (a) abovetherewith; (c) to endorse such Grantor’s name on any checks, notes, drafts or any other payment relating to or constituting proceeds of the Collateral which comes into the Administrative Agent’s possession or the Administrative Agent’s control, and deposit the same to the account of the Administrative Agent, for the benefit of the Secured Parties, on account and for payment of the Secured Obligations. (d) 10.3 to file any claims or take any action or institute any proceedings that the in connection therewith which Administrative Agent may reasonably deem to be necessary or desirable for advisable; 10.5 upon foreclosure and to the collection of extent provided in the Consents, to do any of and every act which Owner may do on its behalf with respect to the Collateral or otherwise any part thereof and to enforce the exercise any or all of Owner's rights and remedies under any or all of the Assigned Agreements; provided, however, that Administrative Agent, for Agent shall not exercise any such rights except upon the benefit occurrence and continuation of the Secured Parties, an Event of Default. This power of attorney is a power coupled with respect to any of the Collateral; and (e) to execute, in connection with any sale or other disposition of Collateral provided for herein, any endorsement, assignments, or other instruments of conveyance or transfer with respect theretoan interest and shall be irrevocable.

Attorney-in-Fact. Each Grantor (a) Subject to the rights of the Company under SECTIONS 2.06, 2.07, 2.08 and 2.09, Agent is hereby appoints appointed the Administrative Agent as the Grantor’s attorney-in-fact of the Company for the purposes purpose of carrying out the provisions of this Security Agreement and taking any action and executing any instrument instruments which the Administrative Agent may deem necessary or advisable to accomplish the purposes hereofof this Agreement, which to preserve the validity, perfection and priority of the Liens granted by this Agreement and, following any Event of Default, to exercise its rights, remedies, powers and privileges under this Agreement. This appointment as attorney-in-fact is irrevocable and coupled with an interest; provided, that the Administrative Agent shall have and may exercise rights under this power of attorney only upon the occurrence and during the continuance of an Event of Default. Without limiting the generality of the foregoing, Agent shall be entitled under this Agreement upon the occurrence and during the continuance continuation of an any Event of Default, the Administrative Agent shall have the right and power Default (ai) to ask, demand, collect, sue for, reco▇▇▇ for, recover, compromise▇, receive and give acquittance receipt and receipts discharge for moneys amounts due and to become due under or and in respect of all or any part of the Collateral; ; (bii) to receive, endorse and collect any drafts Instruments or other drafts, instruments, documents and chattel paper in connection with clause (ai) above; above (c) to endorse such Grantor’s name on including any checks, notes, drafts draft or any other payment relating to or constituting check representing the proceeds of the Collateral which comes into the Administrative Agent’s possession insurance or the Administrative Agent’s control, and deposit the same to the account return of the Administrative Agent, for the benefit of the Secured Parties, on account and for payment of the Secured Obligations. unearned premiums); (diii) to file any claims or take any action or institute any proceedings proceeding that the Administrative Agent may deem necessary or desirable advisable for the collection of all or any part of the Collateral Collateral, including the collection of any compensation due and to become due under any contract or otherwise to enforce the rights of the Administrative Agent, for the benefit of the Secured Parties, agreement with respect to all or any part of the Collateral; and and (eiv) to execute, in connection with any sale or other disposition of Collateral provided for hereinthe collateral under SECTION 6, any endorsementendorsements, assignments, bills of sale or other instruments of conveyance or transfer with respect theretoto all or any part of the Collateral. (b) Without limiting the rights and powers of Agent under SECTION 2.05(A), the Company hereby appoints Agent as its attorney-in-fact, effective the Closing Date and terminating upon the termination of this Agreement, for the purpose of (i) filing such applications with such state agencies and (ii) executing such other documents and instruments on behalf of, and taking such other action in the name of, the Company as Agent may deem necessary or advisable to accomplish the purposes of this Agreement. This appointment as attorney-in-fact is irrevocable and coupled with an interest.

Attorney-in-Fact. Each Grantor hereby appoints the Administrative Agent as the Grantor’s 's attorney-in-fact for the purposes of carrying out the provisions of this Security Agreement and taking any action and executing any instrument which the Administrative Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest; providedPROVIDED, that the Administrative Agent shall have and may exercise rights under this power of attorney only upon the occurrence and during the continuance of an Event of Default. Without limiting the generality of the foregoing, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall have the right and power (a) to ask, demand, collect, ▇▇▇ sue for, recover, compromise, receive and give acquittance and a▇▇ receipts for moneys due and to become due under or in respect of any of the Collateral; (b) to receive, endorse and collect any drafts or other instruments, documents and chattel paper in connection with clause (a) above; (c) to endorse such Grantor’s 's name on any checks, notes, drafts or any other payment relating to or constituting proceeds of the Collateral which comes into the Administrative Agent’s 's possession or the Administrative Agent’s 's control, and deposit the same to the account of the Administrative Agent, for the benefit of the Secured Parties, on account and for payment of the Secured Obligations. (d) to file any claims or take any action or institute any proceedings that the Administrative Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Administrative Agent, for the benefit of the Secured Parties, with respect to any of the Collateral; and; (e) to execute, in connection with any sale or other disposition of Collateral provided for herein, any endorsement, assignments, or other instruments of conveyance or transfer with respect thereto; and (f) to receive, endorse and collect all checks and other orders for the payment of money made payable to any Grantor representing any dividend, interest payment, principal payment or other distribution payable or distributable in respect to the Collateral or any part thereof and to give full discharge for the same.

Attorney-in-Fact. Each Grantor (a) Subject to the rights of such Obligor under Sections 3.06, 3.07, 3.08 and 3.09, and subject to the terms and provisions of the Exchange Offer Intercreditor Agreement, the Trustee is hereby appoints appointed the Administrative Agent as the Grantor’s attorney-in-fact of each Obligor for the purposes purpose of carrying out the provisions of this Security Agreement and taking any action and executing any instrument instruments which the Administrative Agent Trustee may deem necessary or advisable to accomplish the purposes hereofof this Agreement, which to preserve the validity, and security interest of the Liens granted by this Agreement and, following any Default, to exercise its rights, remedies, powers and privileges under this Agreement. This appointment as attorney-in-fact is irrevocable and coupled with an interest; provided, that the Administrative Agent shall have and may exercise rights under this power of attorney only upon the occurrence and during the continuance of an Event of Default. Without limiting the generality of the foregoing, the Trustee shall be entitled under this Agreement upon the occurrence and during the continuance continuation of an any Event of Default (or, in respect of Section 4.02(b), any Default, the Administrative Agent shall have the right and power ) (ai) to ask, demand, collect, ▇▇▇ sue for, recover, compromise, receive and give acquittance receipt and receipts discharge for moneys am▇▇▇ts due and to become due under or and in respect of all or any part of the Collateral; ; (bii) to receive, endorse and collect any drafts Instruments or other drafts, instruments, documents and chattel paper in connection with clause (ai) above; above (c) to endorse such Grantor’s name on including any checks, notes, drafts draft or any other payment relating to or constituting check representing the proceeds of the Collateral which comes into the Administrative Agent’s possession insurance or the Administrative Agent’s control, and deposit the same to the account return of the Administrative Agent, for the benefit of the Secured Parties, on account and for payment of the Secured Obligations. unearned premiums); (diii) to file any claims or take any action or institute any proceedings proceeding that the Administrative Agent Trustee may deem necessary or desirable advisable for the collection of all or any part of the Collateral Collateral, including the collection of any compensation due and to become due under any contract or otherwise to enforce the rights of the Administrative Agent, for the benefit of the Secured Parties, agreement with respect to all or any part of the Collateral; and and (eiv) to execute, in connection with any sale or other disposition of the Collateral provided for hereinunder Article VII, any endorsementendorsements, assignments, bills of sale or other instruments of conveyance or transfer with respect theretoto all or any part of the Collateral. In any suit, proceeding or action brought by the Trustee relating to any Account, contract or Instrument for any sum owing thereunder, or to enforce any provision of any Account, contract or Instrument, the Obligors, jointly and severally, will save, indemnify and keep the Trustee harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the obligor thereunder, arising out of a breach by any Obligor of any obligation thereunder or arising out of any other agreement, Indebtedness or liability at any time owing to, or in favor of, such obligor or its successors from the Obligors, and all such obligations of the Obligors shall be and remain enforceable against and only against the Obligors and shall not be enforceable against the Trustee. (b) Without limiting the rights and powers of the Trustee under Section 3.05(a), and subject to the terms and provisions of the Exchange Offer Intercreditor Agreement, each Obligor hereby appoints the Trustee as its attorney-in-fact, effective the Signing Date and terminating upon the termination of this Agreement, for the purpose of (i) executing on behalf of such Obligor title or ownership applications for filing with appropriate state agencies to enable Motor Vehicles now owned or hereafter acquired by such Obligor to be retitled and the Trustee to be listed as lienholder as to such Motor Vehicles, (ii) filing such applications with such state agencies and (iii) executing such other documents and instruments on behalf of, and taking such other action in the name of, such Obligor as the Trustee may deem necessary or advisable to accomplish the purposes of this Agreement (including the purpose of creating in favor of the Trustee security interest in the Motor Vehicles and exercising the rights and remedies of the Trustee under Article VII). This appointment as attorney-in-fact is irrevocable and coupled with an interest. (c) Without limiting the rights and powers of the Trustee under Section 3.05(a), and subject to the terms and provisions of the Exchange Offer Intercreditor Agreement,each Obligor hereby appoints the Trustee as its attorney-in-fact, effective the Signing Date and terminating upon the termination of this Agreement, for the purpose of executing and filing all such contracts, agreements and other documents as are contemplated by Section 3.04(d). This appointment as attorney-in-fact is irrevocable and coupled with an interest.

Attorney-in-Fact. Each Grantor hereby appoints the Administrative Collateral Agent as the Grantor’s attorney-in-fact for the purposes of carrying out the provisions of this Security Agreement and taking any action and executing any instrument which the Administrative Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest; provided, that the Administrative Collateral Agent shall have and may exercise rights under this power of attorney only upon the occurrence and during the continuance of an any Event of Default. Without limiting the generality of the foregoing, upon the occurrence and during the continuance of an any Event of Default, the Administrative Collateral Agent shall have the right and power: (a) to ask, demand, collect, ▇▇▇ for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (b) to receive, endorse and collect any drafts or other instruments, documents and chattel paper in connection with clause (a) above; (c) to endorse such Grantor’s name on any checks, notes, drafts or any other payment relating to or constituting proceeds of the Collateral which comes into the Administrative Collateral Agent’s possession or the Administrative Collateral Agent’s control, and deposit the same to the account of the Administrative Collateral Agent, for the benefit of the Secured Parties, on account and for payment of the Secured Obligations.; (d) to file any claims or take any action or institute any proceedings that the Administrative Collateral Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Administrative Collateral Agent, for the benefit of the Secured Parties, with respect to any of the Collateral; and (e) to execute, in connection with any sale or other disposition of Collateral provided for herein, any endorsement, assignments, or other instruments of conveyance or transfer with respect thereto.

Attorney-in-Fact. Each Grantor The Administrative Agent shall hereby have the right, and each Borrower hereby irrevocably makes, constitutes, and appoints the Administrative Agent (and all officers, employees, or agents designated by the Administrative Agent) as the Grantor’s its true and lawful attorney-in-fact for the purposes of carrying out the provisions of this Security Agreement and taking any action and executing any instrument which the Administrative Agent may deem necessary or advisable to accomplish the purposes hereofagent, which appointment is irrevocable and coupled with an interest; provided, that the Administrative Agent shall have and may exercise rights under this full power of attorney only upon substitution, from time to time following the occurrence and during the continuance of an Event of Default. Without limiting the generality of the foregoing, upon the occurrence Default which is continuing and during the continuance of an Event of Default, the Administrative Agent shall have the right and power without assent by such Borrower: (a) to askeffectuate, demandin such Borrower’s name, collectsuch Borrower’s obligations under this Agreement, ▇▇▇ for(b) in such Borrower’s or Administrative Agent’s name: (i) to demand payment of the Accounts, recover(ii) to enforce payment of the Accounts, by legal proceedings or otherwise, (iii) to exercise all of such Borrower’s rights and remedies with respect to the collection of the Accounts and any other Collateral, (iv) to settle, adjust, compromise, receive extend, or renew the Accounts, (v) to settle, adjust, or compromise any legal proceedings brought to collect the Accounts, (vi) if permitted by applicable Law, to sell or assign the Accounts and give acquittance and receipts for moneys due and other Collateral, (vii) to become due under or take control, in respect any manner, of any item of the payment or Proceeds relating to any Collateral; , (bviii) to receiveprepare, endorse file, and collect sign such Borrower’s name on a proof of claim in a bankruptcy against any drafts Account Debtor or other instrumentson any notice of Lien, documents and chattel paper assignment, or satisfaction of Lien in connection with clause any Accounts, (a) above; (cix) to endorse such Grantor’s name on any checksdo all acts and things reasonably necessary, notes, drafts or any other payment relating to or constituting proceeds of the Collateral which comes into in the Administrative Agent’s possession good faith discretion, to fulfill such Borrower’s obligations under this Agreement, (x) to endorse the name of such Borrower upon any of the items of payment or the Administrative Agent’s control, Proceeds relating to any Collateral and deposit the same to any deposit account over which the account Administrative Agent has control, (xi) to endorse the name of such Borrower upon any Chattel Paper, document, Instrument, invoice, freight ▇▇▇▇, ▇▇▇▇ of lading, or similar document or agreement relating to the Accounts, Inventory and any other Collateral, (xii) to use such Borrower’s stationery and sign the name of such Borrower to verifications of the Accounts and notices thereof to Account Debtors, (xiii) to use the information recorded on or contained in any data processing equipment and computer hardware and software relating to the Accounts, Inventory, and any other Collateral to which such Borrower has access, (xiv) to make and adjust claims under such policies of insurance insuring the Collateral, receive and endorse the name of such Borrower on any check, draft, instrument or other item of payment for the proceeds of such policies, and make all determinations with respect to such policies, and (xv) to notify post office authorities to change the address for delivery of such Borrower’s mail to an address designated by the Administrative Agent, for the benefit receive and open all mail addressed to such Borrower, and, after removing all collections of the Secured PartiesAccounts, on account and for payment of forward the Secured Obligations. mail to such Borrower, (c) to pay or discharge taxes or Liens levied against the Collateral; (d) to file any claims or the extent not inconsistent with the applicable Lockbox Agreement and Deposit Account Agreement, and Deposit Account Control Letter to take any all action or institute any proceedings that necessary to grant the Administrative Agent may deem necessary sole access to any lockbox or desirable for Deposit Account of such Borrower or any other Borrower, (e) to contact Account Debtors to pay any collections of Accounts to the collection 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 right in respect of any of Collateral; (g) upon notice to the Collateral Borrower Representative, to defend any suit, action or otherwise to enforce the rights of the Administrative Agent, for the benefit of the Secured Parties, proceeding brought against a Borrower with respect to any of 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 and (ej) to executedo, in connection with at the Administrative Agent’s option and the Borrowers’ expense, at any sale or other disposition of Collateral provided for herein, any endorsement, assignmentstime, or other instruments of conveyance from time to time, all acts and things which the Administrative Agent reasonably deems necessary to protect, preserve or transfer with respect theretorealize upon the Collateral.

Attorney-in-Fact. Each Grantor hereby appoints the Revolving Administrative Agent as the Grantor’s attorney-in-fact for the purposes of carrying out the provisions of this Security Agreement and taking any action and executing any instrument which the Revolving Administrative Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest; provided, that the Revolving Administrative Agent shall have and may exercise rights under this power of attorney only upon the occurrence and during the continuance of an Event of Default. Without limiting the generality of the foregoing, upon the occurrence and during the continuance of an Event of Default, the Revolving Administrative Agent shall have the right and power: (a) to ask, demand, collect, ▇▇▇ for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (b) to receive, endorse and collect any drafts or other instruments, documents and chattel paper in connection with clause (a) above; (c) to endorse such Grantor’s name on any checks, notes, drafts or any other payment relating to or constituting proceeds of the Collateral which comes into the Revolving Administrative Agent’s possession or the Revolving Administrative Agent’s control, and deposit the same to the account of the Revolving Administrative Agent, for the benefit of the Secured Parties, on account and for payment of the Secured Obligations.. 58128579 (d) to file any claims or take any action or institute any proceedings that the Revolving Administrative Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Revolving Administrative Agent, for the benefit of the Secured Parties, with respect to any of the Collateral; and (e) to execute, in connection with any sale or other disposition of Collateral provided for herein, any endorsement, assignments, or other instruments of conveyance or transfer with respect thereto.

Attorney-in-Fact. Each Grantor The Assignor hereby irrevocably makes, constitutes and appoints each of the Senior Administrative Agent and the Subordinated Administrative Agent (and all officers, employees or agents designated by the Senior Administrative Agent and the Subordinated Administrative Agent) as the Grantor’s attorneyits true and lawful attorney (and agent-in-fact fact) for the purposes of carrying out enabling the provisions of this Security Agreement and taking any action and executing any instrument which the Senior Administrative Agent may deem necessary or advisable to accomplish the purposes hereof(and, which appointment is irrevocable and coupled with an interest; provided, that the Administrative Agent shall have and may exercise rights under this power of attorney only upon the occurrence and during the continuance of an Event of Default. Without limiting the generality following Discharge of the foregoingSenior Obligations, the Subordinated Administrative Agent) or its agent, upon the occurrence and during the continuance of an any Event of Default, to assert and collect such rights, benefits, privileges, claims and sums (including (i) seeking, demanding and receiving payments due under the Administrative Agent shall have indemnities in the right Subject Agreement and power endorsing checks or other instruments or orders in connection therewith, (aii) to ask, demand, collect, ▇▇▇ for, recover, compromise, receive giving acquittance for each and give acquittance and receipts for moneys every payment due and or to become due due, under or arising out of any of such indemnities to which the Assignor is or may become entitled, (iii) enforcing compliance by the Counterparty and any other party obligated in respect of the Subject Agreement and (iv) filing claims, taking any action or instituting or appearing in any proceedings which the Senior Administrative Agent (and, following Discharge of the Collateral; (bSenior Obligations, the Subordinated Administrative Agent) may deem to receive, endorse and collect any drafts be necessary or other instruments, documents and chattel paper advisable in connection with clause (athe Subject Agreement) above; (c) and to endorse apply such Grantor’s name on any checks, notes, drafts or any other payment relating monies in the manner set forth hereinabove. The power of attorney granted pursuant to or constituting proceeds of the Collateral which comes into the Administrative Agent’s possession or the Administrative Agent’s control, and deposit the same to the account of the Administrative Agent, for the benefit of the Secured Parties, on account and for payment of the Secured Obligationsthis section is coupled with an interest. (d) to file any claims or take any action or institute any proceedings that the Administrative Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Administrative Agent, for the benefit of the Secured Parties, with respect to any of the Collateral; and (e) to execute, in connection with any sale or other disposition of Collateral provided for herein, any endorsement, assignments, or other instruments of conveyance or transfer with respect thereto.

Attorney-in-Fact. Each Grantor (a) Subject to the rights of the Company under SECTIONS 2.06, 2.07, 2.08 and 2.09, Agent is hereby appoints appointed the Administrative Agent as the Grantor’s attorney-in-fact of the Company for the purposes purpose of carrying out the provisions of this Security Agreement and taking any action and executing any instrument instruments which the Administrative Agent may deem necessary or advisable to accomplish the purposes hereofof this Agreement, which to preserve the validity, perfection and priority of the Liens granted by this Agreement and, following any Event of Default, to exercise its rights, remedies, powers and privileges under this Agreement. This appointment as attorney-in-fact is irrevocable and coupled with an interest; provided, that the Administrative Agent shall have and may exercise rights under this power of attorney only upon the occurrence and during the continuance of an Event of Default. Without limiting the generality of the foregoing, Agent shall be entitled under this Agreement upon the occurrence and during the continuance continuation of an any Event of Default, the Administrative Agent shall have the right and power Default (ai) to ask, demand, collect, ▇▇▇ sue for, recover, compromise, receive and give acquittance receipt and receipts discharge for moneys due amounts ▇▇e and to become due under or and in respect of all or any part of the Collateral; ; (bii) to receive, endorse and collect any drafts Instruments or other drafts, instruments, documents and chattel paper in connection with clause (ai) above; above (c) to endorse such Grantor’s name on including any checks, notes, drafts draft or any other payment relating to or constituting check representing the proceeds of the Collateral which comes into the Administrative Agent’s possession insurance or the Administrative Agent’s control, and deposit the same to the account return of the Administrative Agent, for the benefit of the Secured Parties, on account and for payment of the Secured Obligations. unearned premiums); (diii) to file any claims or take any action or institute any proceedings proceeding that the Administrative Agent may deem necessary or desirable advisable for the collection of all or any part of the Collateral Collateral, including the collection of any compensation due and to become due under any contract or otherwise to enforce the rights of the Administrative Agent, for the benefit of the Secured Parties, agreement with respect to all or any part of the Collateral; and and (eiv) to execute, in connection with any sale or other disposition of Collateral provided for hereinthe collateral under SECTION 6, any endorsementendorsements, assignments, bills of sale or other instruments of conveyance or transfer with respect theretoto all or any part of the Collateral. (b) Without limiting the rights and powers of Agent under SECTION 2.05(A), the Company hereby appoints Agent as its attorney-in-fact, effective the Closing Date and terminating upon the termination of this Agreement, for the purpose of (i) filing such applications with such state agencies and (ii) executing such other documents and instruments on behalf of, and taking such other action in the name of, the Company as Agent may deem necessary or advisable to accomplish the purposes of this Agreement. This appointment as attorney-in-fact is irrevocable and coupled with an interest.

Attorney-in-Fact. Each Grantor hereby appoints the Administrative Agent as the Grantor’s 's attorney-in-fact for the purposes of carrying out the provisions of this Security Agreement and taking any action and executing any instrument which the Administrative Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest; provided, that the Administrative Agent shall have and may exercise rights under this power of attorney only upon the occurrence and during the continuance of an Event of Default. Without limiting the generality of the foregoing, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall have the right and power (a) to ask, demand, collect, ▇▇▇ sue for, recover, compromise, receive and give acquittance and receipts ▇▇▇eipts for moneys due and to become due under or in respect of any of the Collateral; (b) to receive, endorse and collect any drafts or other instruments, documents and chattel paper in connection with clause (a) above; (c) to endorse such Grantor’s 's name on any checks, notes, drafts or any other payment relating to or constituting proceeds of the Collateral which comes into the Administrative Agent’s 's possession or the Administrative Agent’s 's control, and deposit the same to the account of the Administrative Agent, for the benefit of the Secured Parties, on account and for payment of the Secured Obligations. (d) to file any claims or take any action or institute any proceedings that the Administrative Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Administrative Agent, for the benefit of the Secured Parties, with respect to any of the Collateral; and (e) to execute, in connection with any sale or other disposition of Collateral provided for herein, any endorsement, assignments, or other instruments of conveyance or transfer with respect thereto.

Attorney-in-Fact. Each Grantor (a) Subject to Obligor's rights under Sections 2.13 through 2.16, Obligor hereby irrevocably constitutes and appoints the Administrative Collateral Agent and any officer or agent thereof, with full power of substitution, as the Grantor’s its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Obligor and in the name of Obligor or in its own name, for the purposes purpose of carrying out the provisions of this Security Agreement upon the occurrence and taking during the continuation of an Event of Default, to (x) take any appropriate action and executing to execute any document or instrument which the Administrative Agent that may deem be necessary or advisable desirable to accomplish the purposes hereofof this Agreement, which (y) preserve the validity, perfection and priority of the liens granted by this Agreement and, (z) exercise its rights, remedies, powers and privileges under this Agreement. This appointment as attorney-in-fact is irrevocable and coupled with an interest; provided, that the Administrative Agent shall have and may exercise rights under this power of attorney only upon the occurrence and during the continuance of an Event of Default. Without limiting the generality of the foregoing, Obligor hereby gives the Collateral Agent the power and right, on behalf of Obligor, without notice to or assent by Obligor, upon the occurrence and during the continuance continuation of an any Event of Default, the Administrative Agent shall have the right and power Default (ai) to ask, demand, collect, ▇▇▇ for, recover, compromise, receive and give acquittance receipt and receipts discharge for moneys amounts due and to become due under or and in respect of all or any part of the Collateral; , (bii) to receiveto, endorse in the name of Obligor or its own name, or otherwise, take possession of, receive and indorse and collect any drafts check, Account, Chattel Paper, draft, note, acceptance or other instruments, documents and chattel paper in connection with clause (a) above; (c) to endorse such Grantor’s name on any checks, notes, drafts or any other payment relating to or constituting proceeds of the Collateral which comes into the Administrative Agent’s possession or the Administrative Agent’s control, and deposit the same to the account of the Administrative Agent, Instrument for the benefit of the Secured Parties, on account and for payment of the Secured Obligations. moneys due under any Account or General Intangible, (diii) to file any claims or take any action or institute any proceedings proceeding that the Administrative Collateral Agent may deem necessary or desirable advisable for the collection of all or any of the Collateral or otherwise to enforce the rights of the Administrative Agent, for the benefit of the Secured Parties, with respect to any part of the Collateral; and , (eiv) to execute, in connection with any sale or other disposition of the Collateral provided for hereinunder Article V, any endorsementendorsements, assignments, bills of sale or other instruments of conveyance or transfer with respect theretoto all or any part of the Collateral, (v) in the case of any Intellectual Property, execute and deliver, and have recorded, any agreement, instrument, document or paper as the Collateral Agent may request to evidence the Collateral Agent's security interest in such Intellectual Property and the goodwill and General Intangibles of Obligor relating thereto or represented thereby, (vi) pay or discharge taxes and Liens levied or placed on or threatened against the Collateral (other than Permitted Liens), effect any repair or pay or discharge any insurance called for by the terms of this Agreement (including all or any part of the premiums therefor and the costs thereof), (vii) execute, in connection with any sale PLEDGE AND SECURITY AGREEMENT (STEAMBOAT GEOTHERMAL) provided for in Article V, any endorsement, assignment or other instrument of conveyance or transfer with respect to the collateral; and (viii) (A) direct any party liable for any payment under any Collateral to make payment of any moneys due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall direct, (B) ask or demand for, collect, and receive payment of and receipt for, any moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral, (C) sign and indorse any invoice, freight or express ▇▇▇▇, ▇▇▇▇ of lading, storage or warehouse receipt, draft against debtors, assignment, verification, notice and other document in connection with any Collateral, (D) commence and prosecute any suit, action or proceeding at law or in equity in any court of competent jurisdiction to collect any Collateral and to enforce any other right in respect of any Collateral, (E) defend any suit, action or proceeding brought against Obligor with respect to any Collateral, (F) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or releases as the Collateral Agent may deem appropriate, (G) assign any Copyright, Patent or Trademark (along with the goodwill of the business to which any such Trademark pertains) throughout the world for such term or terms, on such conditions, and in such manner as the Collateral Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment and (H) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any Collateral as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes, and do, at the Collateral Agent's option and Obligor's expense, at any time, or from time to time, all acts and things that the Collateral Agent reasonably deems necessary to protect, preserve or realize upon the Collateral and the Collateral Agent's and the other Secured Parties' security interests therein and to effect the intent of this Agreement, all as fully and effectively as Obligor might do. (b) Without limiting the rights and powers of the Collateral Agent under Section 2.12(a), Obligor hereby appoints the Collateral Agent as its attorney-in-fact, effective the date of this Agreement and terminating upon the Discharge Date, for the purpose of, upon the occurrence and during the continuation of an Event of Default, (i) executing on behalf of Obligor title or ownership applications for filing with appropriate state agencies to enable Motor Vehicles now owned or in the future acquired by Obligor to be retitled and the Collateral Agent to be listed as lien holder as to those Motor Vehicles, (ii) filing such applications with such state agencies, and (iii) executing such other documents and instruments on behalf of, and taking such other action in the name of, Obligor as the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement (including the purpose of creating in favor of the Collateral Agent a perfected lien on the Motor Vehicles and exercising the rights, remedies, powers and privileges of the Collateral Agent under Section 5.01). This appointment as attorney-in-fact is irrevocable and coupled with an interest. (c) Without limiting the rights and powers of the Collateral Agent under Section 2.12(a), Obligor hereby appoints the Collateral Agent as its attorney-in-fact, effective the date of this Agreement and terminating upon the Discharge Date, at the Collateral Agent's option, but without any obligation so to do, for the purpose of PLEDGE AND SECURITY AGREEMENT (STEAMBOAT GEOTHERMAL) performing, executing, and filing all such contracts, agreements and other documents as are contemplated by Section 2.11(b). This appointment as attorney-in-fact is irrevocable and coupled with an interest. (d) The expenses of the Collateral Agent incurred in connection with actions undertaken as provided in this Section 2.12, together with interest thereon at a rate per annum equal to the rate per annum at which interest would then be payable on past due Notes under the Indenture, from the date of payment by the Collateral Agent to the date reimbursed by Obligor, shall be payable by Obligor to the Collateral Agent on demand and shall constitute Secured Obligations and be secured by the Liens of the Collateral Documents. (e) Obligor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released.

Attorney-in-Fact. Each Grantor Subject to the rights of the Company under Sections 2.08 and 2.09, the Company hereby appoints the Administrative Agent Collateral Trustee as the Grantor’s its attorney-in-fact for the purposes purpose of carrying out the provisions of this Security Agreement and, following the occurrence and during the continuation of an Event of Default, taking any action and executing any instrument instruments which the Administrative Agent Collateral Trustee may deem necessary or reasonably advisable to accomplish the purposes hereofof this Agreement, which to preserve the validity, perfection and priority of the Liens granted by this Agreement and to exercise its rights, remedies, powers and privileges under Article VI of this Agreement. This appointment as attorney-in-fact is irrevocable and coupled with an interest; provided, that the Administrative Agent shall have and may exercise rights under this power of attorney only upon the occurrence and during the continuance of an Event of Default. Without limiting the generality of the foregoing, upon the Collateral Trustee shall be entitled under this Agreement, following the occurrence and during the continuance continuation of an Event of Default, the Administrative Agent shall have the right and power Default (a) to ask, demand, collect, ▇▇▇ for, recover, compromise, receive and give acquittance receipt and receipts discharge for moneys amounts due and to become due under or and in respect of all or any part of the Collateral; , (b) to receive, endorse and collect any drafts Instruments or other instrumentsdrafts, documents and chattel paper Chattel Paper in connection with clause (a) above; above (including any draft or check representing the proceeds of insurance or the return of unearned premiums), (c) to endorse such Grantor’s name on any checks, notes, drafts or any other payment relating to or constituting proceeds of the Collateral which comes into the Administrative Agent’s possession or the Administrative Agent’s control, and deposit the same to the account of the Administrative Agent, for the benefit of the Secured Parties, on account and for payment of the Secured Obligations. (d) to file any claims or take any action or institute any proceedings proceeding that the Administrative Agent Collateral Trustee may deem necessary or desirable reasonably advisable for the collection of all or any part of the Collateral Collateral, including the collection of any compensation due and to become due under any contract or otherwise to enforce the rights of the Administrative Agent, for the benefit of the Secured Parties, agreement with respect to all or any part of the Collateral; and , (ed) to execute, in connection with any sale or other disposition of the Collateral provided for hereinunder Article VI, any endorsementendorsements, assignments, bills of sale or other instruments of conveyance or transfer with respect theretoto all or any part of the Collateral, (e) to obtain and adjust insurance required to be maintained by the Company pursuant to the Indenture or any other Parity Lien Document and (f) to pay and discharge any taxes or Liens (other than Permitted Prior 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 the Collateral Trustee in its sole discretion, any such payments made by the Collateral Trustee to become Obligations of the Company to the Collateral Trustee, due and payable immediately without demand.

Attorney-in-Fact. Each Grantor hereby appoints the Administrative Agent as the such Grantor’s attorney-in-fact for the purposes of carrying out the provisions of this Security Agreement and taking any action and executing any instrument which the Administrative Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest; provided, that the Administrative Agent shall have and may exercise rights under this power of attorney only upon the occurrence and during the continuance of an Event of Default. Without limiting the generality of the foregoing, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall have the right and power: (a) to ask, demand, collect, ▇▇▇ sue for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (b) to receive, endorse and collect any drafts or other instruments, documents and chattel paper in connection with clause (a) above; (c) to endorse such GrantorG▇▇▇▇▇▇’s name on any checks, notes, drafts or any other payment relating to or constituting proceeds of the Collateral which comes into the Administrative Agent’s possession or the Administrative Agent’s control, and deposit the same to the account of the Administrative Agent, for the benefit of the Secured Parties, on account and for payment of the Secured Obligations.; (d) to file any claims or take any action or institute any proceedings that the Administrative Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Administrative Agent, for the benefit of the Secured Parties, with respect to any of the Collateral; and; (e) to execute, in connection with any sale or other disposition of Collateral provided for herein, any endorsement, assignments, or other instruments of conveyance or transfer with respect thereto; (f) to exchange any of the Pledged Equity or other property upon any merger, consolidation, reorganization, recapitalization or other readjustment of the issuer thereof and, in connection therewith, deposit any of the Pledged Equity with any committee, depository, transfer agent, registrar or other designated agency upon such terms as the Administrative Agent may reasonably deem appropriate; and (g) to vote for a shareholder resolution, or to sign an instrument in writing, sanctioning the transfer of any or all of the Pledged Equity 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 Equity or any part thereof may be sold pursuant to Section 9(k) hereof.

Attorney-in-Fact. Each Grantor hereby appoints the Administrative Agent as the Grantor’s attorney-in-fact for the purposes of carrying out the provisions of this Security Agreement and taking any action and executing any instrument which the Administrative Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest; provided, that the Administrative Agent shall have and may exercise rights under this power of attorney only upon the occurrence and during the continuance of an Event of Default. Without limiting the generality of the foregoing, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall have the right and power (a) to ask, demand, collect, ▇s▇▇ for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (b) to receive, endorse and collect any drafts or other instruments, documents and chattel paper in connection with clause (a) above; (c) to endorse such Grantor’s name on any checks, notes, drafts or any other payment relating to or constituting proceeds of the Collateral which comes into the Administrative Agent’s possession or the Administrative Agent’s control, and deposit the same to the account of the Administrative Agent, for the benefit of the Secured Parties, on account and for payment of the Secured Obligations.; (d) to file any claims or take any action or institute any proceedings that the Administrative Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Administrative Agent, for the benefit of the Secured Parties, with respect to any of the Collateral; and; (e) to execute, in connection with any sale or other disposition of Collateral provided for herein, any endorsement, assignments, or other instruments of conveyance or transfer with respect thereto; and (f) to do all things necessary to carry out this Security Agreement.

Attorney-in-Fact. Each Grantor (a) Subject to Obligor's rights under Sections 2.13 through 2.16, Obligor hereby irrevocably constitutes and appoints the Administrative Collateral Agent and any officer or agent thereof, with full power of substitution, as the Grantor’s its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Obligor and in the name of Obligor or in its own name, for the purposes purpose of carrying out the provisions of this Security Agreement upon the occurrence and taking during the continuation of an Event of Default, to (x) take any appropriate action and executing to execute any document or instrument which the Administrative Agent that may deem be necessary or advisable desirable to accomplish the purposes hereofof this Agreement, which (y) preserve the validity, perfection and priority of the liens granted by this Agreement and, (z) exercise its rights, remedies, powers and privileges under this Agreement. This appointment as attorney-in-fact is irrevocable and coupled with an interest; provided, that the Administrative Agent shall have and may exercise rights under this power of attorney only upon the occurrence and during the continuance of an Event of Default. Without limiting the generality of the foregoing, Obligor hereby gives the Collateral Agent the power and right, on behalf of Obligor, without notice to or assent by Obligor, upon the occurrence and during the continuance continuation of an any Event of Default, the Administrative Agent shall have the right and power Default (ai) to ask, demand, collect, ▇▇▇ for, recover, compromise, receive and give acquittance receipt and receipts discharge for moneys amounts due and to become due under or and in respect of all or any part of the Collateral; , (bii) to receiveto, endorse in the name of Obligor or its own name, or otherwise, take possession of, receive and indorse and collect any drafts check, Account, Chattel Paper, draft, note, acceptance or other instruments, documents and chattel paper in connection with clause (a) above; (c) to endorse such Grantor’s name on any checks, notes, drafts or any other payment relating to or constituting proceeds of the Collateral which comes into the Administrative Agent’s possession or the Administrative Agent’s control, and deposit the same to the account of the Administrative Agent, Instrument for the benefit of the Secured Parties, on account and for payment of the Secured Obligations. moneys due under any Account or General Intangible, (diii) to file any claims or take any action or institute any proceedings proceeding that the Administrative Collateral Agent may deem necessary or desirable advisable for the collection of all or any of the Collateral or otherwise to enforce the rights of the Administrative Agent, for the benefit of the Secured Parties, with respect to any part of the Collateral; and , (eiv) to execute, in connection with any sale or other disposition of the Collateral provided for hereinunder Article V, any endorsementendorsements, assignments, bills of sale or other instruments of conveyance or transfer with respect theretoto all or any part of the Collateral, (v) in the case of any Intellectual Property, execute and deliver, and have recorded, any agreement, instrument, document or paper as the Collateral Agent may request to evidence the Collateral Agent's security interest in such Intellectual Property and the goodwill and General Intangibles of Obligor relating thereto or represented thereby, (vi) pay or discharge taxes and Liens levied or placed on or threatened against the Collateral (other than Permitted Liens), effect any repair or pay or discharge any insurance called for by the terms of this Agreement (including all or any part of the premiums therefor and the costs thereof), (vii) execute, in connection with any sale provided for in Article V, any endorsement, assignment or other instrument of conveyance or transfer with respect to the collateral; and (viii) (A) direct any party liable for any payment under any Collateral to make payment of any moneys due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall direct, (B) ask or demand for, collect, and receive payment of and receipt for, any moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral, (C) sign and indorse any invoice, freight or express ▇▇▇▇, ▇▇▇▇ of lading, storage or warehouse receipt, draft against debtors, assignment, verification, notice and other document in connection with any Collateral, (D) commence and prosecute any suit, action or proceeding at law or in equity in any court of competent jurisdiction to collect PLEDGE AND SECURITY AGREEMENT (ORNI 1) any Collateral and to enforce any other right in respect of any Collateral, (E) defend any suit, action or proceeding brought against Obligor with respect to any Collateral, (F) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or releases as the Collateral Agent may deem appropriate, (G) assign any Copyright, Patent or Trademark (along with the goodwill of the business to which any such Trademark pertains) throughout the world for such term or terms, on such conditions, and in such manner as the Collateral Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment and (H) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any Collateral as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes, and do, at the Collateral Agent's option and Obligor's expense, at any time, or from time to time, all acts and things that the Collateral Agent reasonably deems necessary to protect, preserve or realize upon the Collateral and the Collateral Agent's and the other Secured Parties' security interests therein and to effect the intent of this Agreement, all as fully and effectively as Obligor might do. (b) Without limiting the rights and powers of the Collateral Agent under Section 2.12(a), Obligor hereby appoints the Collateral Agent as its attorney-in-fact, effective the date of this Agreement and terminating upon the Discharge Date, for the purpose of, upon the occurrence and during the continuation of an Event of Default, (i) executing on behalf of Obligor title or ownership applications for filing with appropriate state agencies to enable Motor Vehicles now owned or in the future acquired by Obligor to be retitled and the Collateral Agent to be listed as lien holder as to those Motor Vehicles, (ii) filing such applications with such state agencies, and (iii) executing such other documents and instruments on behalf of, and taking such other action in the name of, Obligor as the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement (including the purpose of creating in favor of the Collateral Agent a perfected lien on the Motor Vehicles and exercising the rights, remedies, powers and privileges of the Collateral Agent under Section 5.01). This appointment as attorney-in-fact is irrevocable and coupled with an interest. (c) Without limiting the rights and powers of the Collateral Agent under Section 2.12(a), Obligor hereby appoints the Collateral Agent as its attorney-in-fact, effective the date of this Agreement and terminating upon the Discharge Date, at the Collateral Agent's option, but without any obligation so to do, for the purpose of performing, executing, and filing all such contracts, agreements and other documents as are contemplated by Section 2.11(b). This appointment as attorney-in-fact is irrevocable and coupled with an interest. (d) The expenses of the Collateral Agent incurred in connection with actions undertaken as provided in this Section 2.12, together with interest thereon at a rate per annum equal to the rate per annum at which interest would then be payable on past due Notes under the Indenture, from the date of payment by the Collateral Agent to the date reimbursed by Obligor, shall be payable by Obligor to the Collateral Agent on demand and shall constitute Secured Obligations and be secured by the Liens of the Collateral Documents.

Attorney-in-Fact. Each Grantor (a) Subject to Obligor's rights under Sections 2.13 through 2.16, Obligor hereby irrevocably constitutes and appoints the Administrative Collateral Agent and any officer or agent thereof, with full power of substitution, as the Grantor’s its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Obligor and in the name of Obligor or in its own name, for the purposes purpose of carrying out the provisions of this Security Agreement upon the occurrence and taking during the continuation of an Event of Default, to (x) take any appropriate action and executing to execute any document or instrument which the Administrative Agent that may deem be necessary or advisable desirable to accomplish the purposes hereofof this Agreement, which (y) preserve the validity, perfection and priority of the liens granted by this Agreement and, (z) exercise its rights, remedies, powers and privileges under this Agreement. This appointment as attorney-in-fact is irrevocable and coupled with an interest; provided, that the Administrative Agent shall have and may exercise rights under this power of attorney only upon the occurrence and during the continuance of an Event of Default. Without limiting the generality of the foregoing, Obligor hereby gives the Collateral Agent the power and right, on behalf of Obligor, without notice to or assent by Obligor, upon the occurrence and during the continuance continuation of an any Event of Default, the Administrative Agent shall have the right and power Default (ai) to ask, demand, collect, ▇▇▇ for, recover, compromise, receive and give acquittance receipt and receipts discharge for moneys amounts due and to become due under or and in respect of all or any part of the Collateral; , (bii) to receiveto, endorse in the name of Obligor or its own name, or otherwise, take possession of, receive and indorse and collect any drafts check, Account, Chattel Paper, draft, note, acceptance or other instruments, documents and chattel paper in connection with clause (a) above; (c) to endorse such Grantor’s name on any checks, notes, drafts or any other payment relating to or constituting proceeds of the Collateral which comes into the Administrative Agent’s possession or the Administrative Agent’s control, and deposit the same to the account of the Administrative Agent, Instrument for the benefit of the Secured Parties, on account and for payment of the Secured Obligations. moneys due under any Account or General Intangible, (diii) to file any claims or take any action or institute any proceedings proceeding that the Administrative Collateral Agent may deem necessary or desirable advisable for the collection of all or any of the Collateral or otherwise to enforce the rights of the Administrative Agent, for the benefit of the Secured Parties, with respect to any part of the Collateral; and , (eiv) to execute, in connection with any sale or other disposition of the Collateral provided for hereinunder Article V, any endorsementendorsements, assignments, bills of sale or other instruments of conveyance or transfer with respect theretoto all or any part of the Collateral, (v) in the case of any Intellectual Property, execute and deliver, and have recorded, any agreement, instrument, document or paper as the Collateral Agent may request to evidence the Collateral Agent's security interest in such Intellectual Property and the goodwill and General Intangibles of Obligor relating thereto or represented thereby, (vi) pay or discharge taxes and Liens levied or placed on or threatened against the Collateral (other than Permitted Liens), effect any repair or pay or discharge any insurance called for by the terms of this Agreement (including all or any part of the premiums therefor and the costs thereof), (vii) execute, in connection with any sale provided for in Article V, any endorsement, assignment or other instrument of conveyance or transfer with respect to the collateral; and (viii) (A) direct any party liable for any payment under any Collateral to make payment of any moneys due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall direct, (B) ask or demand for, collect, and receive payment of and receipt for, any moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral, (C) sign and indorse any invoice, freight or express ▇▇▇▇, ▇▇▇▇ of lading, storage or warehouse receipt, draft against debtors, assignment, verification, notice and other document in connection with any Collateral, (D) commence and prosecute any suit, action or proceeding at law or in equity in any court of competent jurisdiction to collect PLEDGE AND SECURITY AGREEMENT (▇▇▇▇▇) any Collateral and to enforce any other right in respect of any Collateral, (E) defend any suit, action or proceeding brought against Obligor with respect to any Collateral, (F) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or releases as the Collateral Agent may deem appropriate, (G) assign any Copyright, Patent or Trademark (along with the goodwill of the business to which any such Trademark pertains) throughout the world for such term or terms, on such conditions, and in such manner as the Collateral Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment and (H) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any Collateral as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes, and do, at the Collateral Agent's option and Obligor's expense, at any time, or from time to time, all acts and things that the Collateral Agent reasonably deems necessary to protect, preserve or realize upon the Collateral and the Collateral Agent's and the other Secured Parties' security interests therein and to effect the intent of this Agreement, all as fully and effectively as Obligor might do. (b) Without limiting the rights and powers of the Collateral Agent under Section 2.12(a), Obligor hereby appoints the Collateral Agent as its attorney-in-fact, effective the date of this Agreement and terminating upon the Discharge Date, for the purpose of, upon the occurrence and during the continuation of an Event of Default, (i) executing on behalf of Obligor title or ownership applications for filing with appropriate state agencies to enable Motor Vehicles now owned or in the future acquired by Obligor to be retitled and the Collateral Agent to be listed as lien holder as to those Motor Vehicles, (ii) filing such applications with such state agencies, and (iii) executing such other documents and instruments on behalf of, and taking such other action in the name of, Obligor as the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement (including the purpose of creating in favor of the Collateral Agent a perfected lien on the Motor Vehicles and exercising the rights, remedies, powers and privileges of the Collateral Agent under Section 5.01). This appointment as attorney-in-fact is irrevocable and coupled with an interest. (c) Without limiting the rights and powers of the Collateral Agent under Section 2.12(a), Obligor hereby appoints the Collateral Agent as its attorney-in-fact, effective the date of this Agreement and terminating upon the Discharge Date, at the Collateral Agent's option, but without any obligation so to do, for the purpose of performing, executing, and filing all such contracts, agreements and other documents as are contemplated by Section 2.11(b). This appointment as attorney-in-fact is irrevocable and coupled with an interest. (d) The expenses of the Collateral Agent incurred in connection with actions undertaken as provided in this Section 2.12, together with interest thereon at a rate per annum equal to the rate per annum at which interest would then be payable on past due Notes under the Indenture, from the date of payment by the Collateral Agent to the date reimbursed by Obligor, shall be payable by Obligor to the Collateral Agent on demand and shall constitute Secured Obligations and be secured by the Liens of the Collateral Documents. PLEDGE AND SECURITY AGREEMENT (▇▇▇▇▇) (e) Obligor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released.

Attorney-in-Fact. Each Grantor (a) The Secured Party is hereby appoints appointed the Administrative Agent as the Grantor’s attorney-in-fact of the Company for the purposes purpose of carrying out the provisions of this Security Agreement and taking any action and executing any instrument instruments which the Administrative Agent Secured Party may deem necessary or advisable to accomplish the purposes hereofof this Agreement, which to preserve the validity, perfection and priority of the Lien granted by this Agreement (including, without limitation, the filing or recording of such financing statements as Secured Party may deem appropriate or necessary) and, following any Default, to exercise its rights, remedies, powers and privileges under this Agreement. This appointment as attorney-in-fact is irrevocable and coupled with an interest; provided, that the Administrative Agent shall have and may exercise rights under this power of attorney only upon the occurrence and during the continuance of an Event of Default. Without limiting the generality of the foregoing, the Secured Party shall be entitled under this Agreement upon the occurrence and during the continuance continuation of an Event of Default, the Administrative Agent shall have the right and power any Default (ai) to ask, demand, collect, sue ▇▇▇ for▇, recover, compromise, receive and give acquittance receipt and receipts discharge for moneys amounts due and to become due under or and in respect of all or any part of the Collateral; ; (bii) to receive, endorse and collect any drafts instruments or other drafts, instruments, documents and chattel paper in connection with clause (ai) above; above (c) to endorse such Grantor’s name on including any checks, notes, drafts draft or any other payment relating to or constituting check representing the proceeds of the Collateral which comes into the Administrative Agent’s possession insurance or the Administrative Agent’s control, and deposit the same to the account return of the Administrative Agent, for the benefit of the Secured Parties, on account and for payment of the Secured Obligations. unearned premiums); (diii) to file any claims or take any action or institute any proceedings proceeding that the Administrative Agent Secured Party may deem necessary or desirable advisable for the collection of all or any part of the Collateral Collateral, including the collection of any compensation due and to become due under any contract or otherwise to enforce the rights of the Administrative Agent, for the benefit of the Secured Parties, agreement with respect to all or any part of the Collateral; and and (eiv) to execute, in connection with any sale or other disposition of the Collateral provided for hereinunder Section 4, any endorsementendorsements, assignments, bills of sale or other instruments of conveyance or transfer with respect theretoto all or any part of the Collateral. (b) So long as no Default shall have occurred and be continuing, the Company shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Collateral for all purposes not inconsistent with the terms of this Agreement. (c) If any Default shall have occurred and be continuing, and whether or not the Secured Party exercises any available right to declare any Secured Obligation due and payable or seeks or pursues any other right, remedy, power or privilege available to it under applicable law, this Agreement or any other Basic Document, all payments and other distributions on the Collateral shall be paid directly to the Secured Party or its designee, retained by it and applied as set forth in Section 4.04.

Attorney-in-Fact. Each Grantor hereby appoints the Administrative Agent as the Grantor’s attorney-in-fact for the purposes of carrying out the provisions of this Security Agreement and taking any action and executing any instrument which the Administrative Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest; provided, that the Administrative Agent shall have and may exercise rights under this power of attorney only upon the occurrence and during the continuance of an Event of Default. Without limiting the generality of the foregoing, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall have the right and power: (a) to ask, demand, collect, ▇▇▇ for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (b) to receive, endorse and collect any drafts or other instruments, documents and chattel paper in connection with clause (a) above; (c) to endorse such Grantor’s name on any checks, notes, drafts or any other payment relating to or constituting proceeds of the Collateral which comes into the Administrative Agent’s possession or the Administrative Agent’s control, and deposit the same to the account of the Administrative Agent, for the benefit of the Secured PartiesBanks, on account and for payment of the Secured Obligations.; (d) to file any claims or take any action or institute any proceedings that the Administrative Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Administrative Agent, for the benefit of the Secured PartiesBanks, with respect to any of the Collateral; and (e) to execute, in connection with any sale or other disposition of Collateral provided for herein, any endorsement, assignments, or other instruments of conveyance or transfer with respect thereto.

Attorney-in-Fact. Each Grantor (a) Subject to Obligor's rights under Sections 2.13 through 2.16, Obligor hereby irrevocably constitutes and appoints the Administrative Collateral Agent and any officer or agent thereof, with full power of substitution, as the Grantor’s its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Obligor and in the name of Obligor or in its own name, for the purposes purpose of carrying out the provisions of this Security Agreement upon the occurrence and taking during the continuation of an Event of Default, to (x) take any appropriate action and executing to execute any document or instrument which the Administrative Agent that may deem be necessary or advisable desirable to accomplish the purposes hereofof this Agreement, which (y) preserve the validity, perfection and priority of the liens granted by this Agreement and, (z) exercise its rights, remedies, powers and privileges under this Agreement. This appointment as attorney-in-fact is irrevocable and coupled with an interest; provided, that the Administrative Agent shall have and may exercise rights under this power of attorney only upon the occurrence and during the continuance of an Event of Default. Without limiting the generality of the foregoing, Obligor hereby gives the Collateral Agent the power and right, on behalf of Obligor, without notice to or assent by Obligor, upon the occurrence and during the continuance continuation of an any Event of Default, the Administrative Agent shall have the right and power Default (ai) to ask, demand, collect, ▇▇▇ for, recover, compromise, receive and give acquittance receipt and receipts discharge for moneys amounts due and to become due under or and in respect of all or any part of the Collateral; , (bii) to receiveto, endorse in the name of Obligor or its own name, or otherwise, take possession of, receive and indorse and collect any drafts check, Account, Chattel Paper, draft, note, acceptance or other instruments, documents and chattel paper in connection with clause (a) above; (c) to endorse such Grantor’s name on any checks, notes, drafts or any other payment relating to or constituting proceeds of the Collateral which comes into the Administrative Agent’s possession or the Administrative Agent’s control, and deposit the same to the account of the Administrative Agent, Instrument for the benefit of the Secured Parties, on account and for payment of the Secured Obligations. moneys due under any Account or General Intangible, (diii) to file any claims or take any action or institute any proceedings proceeding that the Administrative Collateral Agent may deem necessary or desirable advisable for the collection of all or any of the Collateral or otherwise to enforce the rights of the Administrative Agent, for the benefit of the Secured Parties, with respect to any part of the Collateral; and , (eiv) to execute, in connection with any sale or other disposition of the Collateral provided for hereinunder Article V, any endorsementendorsements, assignments, bills of sale or other instruments of conveyance or transfer with respect theretoto all or any part of the Collateral, (v) in the case of any Intellectual Property, execute and deliver, and have recorded, any agreement, instrument, document or paper as the Collateral Agent may request to evidence the Collateral Agent's security interest in such Intellectual Property and the goodwill and General Intangibles of Obligor relating thereto or represented thereby, (vi) pay or discharge taxes and Liens levied or placed on or threatened against the Collateral (other than Permitted Liens), effect any repair or pay or discharge any insurance called for by the terms of this Agreement (including all or any part of the premiums therefor and the costs thereof), (vii) execute, in connection with any sale PLEDGE AND SECURITY AGREEMENT (STEAMBOAT DEVELOPMENT) provided for in Article V, any endorsement, assignment or other instrument of conveyance or transfer with respect to the collateral; and (viii) (A) direct any party liable for any payment under any Collateral to make payment of any moneys due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall direct, (B) ask or demand for, collect, and receive payment of and receipt for, any moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral, (C) sign and indorse any invoice, freight or express ▇▇▇▇, ▇▇▇▇ of lading, storage or warehouse receipt, draft against debtors, assignment, verification, notice and other document in connection with any Collateral, (D) commence and prosecute any suit, action or proceeding at law or in equity in any court of competent jurisdiction to collect any Collateral and to enforce any other right in respect of any Collateral, (E) defend any suit, action or proceeding brought against Obligor with respect to any Collateral, (F) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or releases as the Collateral Agent may deem appropriate, (G) assign any Copyright, Patent or Trademark (along with the goodwill of the business to which any such Trademark pertains) throughout the world for such term or terms, on such conditions, and in such manner as the Collateral Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment and (H) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any Collateral as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes, and do, at the Collateral Agent's option and Obligor's expense, at any time, or from time to time, all acts and things that the Collateral Agent reasonably deems necessary to protect, preserve or realize upon the Collateral and the Collateral Agent's and the other Secured Parties' security interests therein and to effect the intent of this Agreement, all as fully and effectively as Obligor might do. (b) Without limiting the rights and powers of the Collateral Agent under Section 2.12(a), Obligor hereby appoints the Collateral Agent as its attorney-in-fact, effective the date of this Agreement and terminating upon the Discharge Date, for the purpose of, upon the occurrence and during the continuation of an Event of Default, (i) executing on behalf of Obligor title or ownership applications for filing with appropriate state agencies to enable Motor Vehicles now owned or in the future acquired by Obligor to be retitled and the Collateral Agent to be listed as lien holder as to those Motor Vehicles, (ii) filing such applications with such state agencies, and (iii) executing such other documents and instruments on behalf of, and taking such other action in the name of, Obligor as the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement (including the purpose of creating in favor of the Collateral Agent a perfected lien on the Motor Vehicles and exercising the rights, remedies, powers and privileges of the Collateral Agent under Section 5.01). This appointment as attorney-in-fact is irrevocable and coupled with an interest. (c) Without limiting the rights and powers of the Collateral Agent under Section 2.12(a), Obligor hereby appoints the Collateral Agent as its attorney-in-fact, effective the date of this Agreement and terminating upon the Discharge Date, at the Collateral Agent's option, but without any obligation so to do, for the purpose of PLEDGE AND SECURITY AGREEMENT (STEAMBOAT DEVELOPMENT) performing, executing, and filing all such contracts, agreements and other documents as are contemplated by Section 2.11(b). This appointment as attorney-in-fact is irrevocable and coupled with an interest. (d) The expenses of the Collateral Agent incurred in connection with actions undertaken as provided in this Section 2.12, together with interest thereon at a rate per annum equal to the rate per annum at which interest would then be payable on past due Notes under the Indenture, from the date of payment by the Collateral Agent to the date reimbursed by Obligor, shall be payable by Obligor to the Collateral Agent on demand and shall constitute Secured Obligations and be secured by the Liens of the Collateral Documents. (e) Obligor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released.

Attorney-in-Fact. Each Grantor hereby appoints the Administrative Agent as the Grantor’s attorney-in-fact for the purposes of carrying out the provisions of this Security Agreement and taking any action and executing any instrument which the Administrative Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest; provided, that the Administrative Agent shall have and may exercise rights under this power of attorney only upon the occurrence and during the continuance of an Event of Default. Without limiting the generality of the foregoing, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall have the right and power: (a) to ask, demand, collect, ▇▇▇ for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (b) to receive, endorse and collect any drafts or other instruments, documents and chattel paper in connection with clause (a) above; (c) to To endorse such Grantor’s name on any checks, notes, drafts or any other payment relating to or constituting proceeds of the Collateral which comes into the Administrative Agent’s possession or the Administrative Agent’s control, and deposit the same to the account of the Administrative Agent, for the benefit of the Secured PartiesBanks, on account and for payment of the Secured Obligations.; (d) to file any claims or take any action or institute any proceedings that the Administrative Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Administrative Agent, for the benefit of the Secured PartiesBanks, with respect to any of the Collateral; and (e) to To execute, in connection with any sale or other disposition of Collateral provided for herein, any endorsement, assignments, or other instruments of conveyance or transfer with respect thereto.

Attorney-in-Fact. Each Grantor (a) Subject to the rights of that Obligor under Sections 2.06, 2.07, 2.08 and 2.09, each Obligor hereby appoints the Administrative Agent as the Grantor’s its attorney-in-fact effective on the Signing Date and terminating upon the termination of this Agreement for the purposes purpose of carrying out the provisions of this Security Agreement and taking any action and executing any instrument which instruments that the Administrative Agent may deem necessary or advisable to accomplish the purposes hereofof this Agreement, which to preserve the validity, perfection and priority (subject only to Liens permitted under Section 7.10 of the Credit Agreement) of the Liens granted by this Agreement and, following any Default, to exercise its rights, remedies, powers and privileges under this Agreement. This appointment as attorney-in-fact is irrevocable and coupled with an interest; provided, that the Administrative Agent shall have and may exercise rights under this power of attorney only upon the occurrence and during the continuance of an Event of Default. Without limiting the generality of the foregoing, the Administrative Agent shall be entitled under this Agreement upon the occurrence and during the continuance continuation of an any Event of Default (or, in respect of Section 3.01, any Default, the Administrative Agent shall have the right and power) (ai) to ask, demand, collect, ▇▇▇ for, recover, compromise, receive and give acquittance receipt and receipts discharge for moneys amounts due and to become due under or and in respect of all or any part of the Collateral; ; (bii) to receive, endorse and collect any drafts Instruments or other drafts, instruments, documents and chattel paper in connection with clause (ai) above; above (c) to endorse such Grantor’s name on including any checks, notes, drafts draft or any other payment relating to or constituting check representing the proceeds of the Collateral which comes into the Administrative Agent’s possession insurance or the Administrative Agent’s control, and deposit the same to the account return of the Administrative Agent, for the benefit of the Secured Parties, on account and for payment of the Secured Obligations. unearned premiums); (diii) to file any claims or take any action or institute any proceedings proceeding that the Administrative Agent may deem necessary or desirable advisable for the collection of all or any part of the Collateral Collateral, including the collection of any compensation due and to become due under any contract or otherwise to enforce the rights of the Administrative Agent, for the benefit of the Secured Parties, agreement with respect to all or any part of the Collateral; and and (eiv) to execute, in connection with any sale or other disposition of the Collateral provided for hereinunder Section 6.01, any endorsementendorsements, assignments, bills of sale or other instruments of conveyance or transfer with respect theretoto all or any part of the Collateral. (b) Without limiting the rights and powers of the Administrative Agent under Section 2.05(a), each Obligor hereby appoints the Administrative Agent as its attorney-in-fact, effective the Signing Date and terminating upon the termination of this Agreement, for the purpose of (i) executing on behalf of that Obligor title or ownership applications for filing with appropriate state agencies to enable Motor Vehicles now owned or in the future acquired by that Obligor to be retitled and the Administrative Agent to be listed as lienholder as to those Motor Vehicles, (ii) filing such applications with such state agencies and (iii) executing such other documents and instruments on behalf of, and taking such other action in the name of, that Obligor as the Administrative Agent may deem necessary or advisable to accomplish the purposes of this Agreement (including the purpose of creating in favor of the Administrative Agent a perfected Lien on the Motor Vehicles and exercising the rights, remedies, powers and privileges of the Administrative Agent under Section 6.01). This appointment as attorney-in-fact is irrevocable and coupled with an interest.

Attorney-in-Fact. Each Grantor Subject to the rights of the Obligor under Sections 2.05, the Obligor hereby appoints the Administrative Agent as the Grantor’s its attorney-in-fact effective on the Signing Date and terminating upon the termination of this Agreement for the purposes purpose of carrying out the provisions of this Security Agreement and taking any action and executing any instrument which instruments that the Administrative Agent may deem necessary or advisable to accomplish the purposes hereofof this Agreement, which to preserve the validity, perfection and priority (subject only to Liens permitted under Section 7.10 of the Credit Agreement) of the Liens granted by this Agreement and, following any Default, to exercise its rights, remedies, powers and privileges under this Agreement. This appointment as attorney-in-fact is irrevocable and coupled with an interest; provided, that the Administrative Agent shall have and may exercise rights under this power of attorney only upon the occurrence and during the continuance of an Event of Default. Without limiting the generality of the foregoing, the Administrative Agent shall be entitled under this Agreement upon the occurrence and during the continuance continuation of an any Event of Default (or, in respect of Section 3.01, any Default, the Administrative Agent shall have the right and power) (ai) to ask, demand, collect, ▇▇▇ for, recover, compromise, receive and give acquittance receipt and receipts discharge for moneys amounts due and to become due under or and in respect of all or any part of the Collateral; ; (bii) to receive, endorse and collect any drafts or other drafts, instruments, documents and chattel paper in connection with clause (ai) above; above (c) to endorse such Grantor’s name on including any checks, notes, drafts draft or any other payment relating to or constituting check representing the proceeds of the Collateral which comes into the Administrative Agent’s possession insurance or the Administrative Agent’s control, and deposit the same to the account return of the Administrative Agent, for the benefit of the Secured Parties, on account and for payment of the Secured Obligations. unearned premiums); (diii) to file any claims or take any action or institute any proceedings proceeding that the Administrative Agent may deem necessary or desirable advisable for the collection of all or any part of the Collateral Collateral, including the collection of any compensation due and to become due under any contract or otherwise to enforce the rights of the Administrative Agent, for the benefit of the Secured Parties, agreement with respect to all or any part of the Collateral; and and (eiv) to execute, in connection with any sale or other disposition of the Collateral provided for hereinunder Section 6.01, any endorsementendorsements, assignments, bills of sale or other instruments of conveyance or transfer with respect theretoto all or any part of the Collateral.

Attorney-in-Fact. Each Grantor Physician hereby appoints the Administrative Agent as Employer during the GrantorEmployment Term to be Physician’s true and lawful attorney-in-fact for the following purposes of carrying out the provisions of this Security Agreement and taking any action and executing any instrument which the Administrative Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest; provided, that the Administrative Agent shall have and may exercise rights under this power of attorney only upon the occurrence and during the continuance of an Event of Default. Without limiting the generality of the foregoing, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall have the right and power (a) to ask, demand, collect, ▇▇▇▇ for, recover, compromise, receive Patients in Physician’s name and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; on Physician’s behalf; (b) to receive, endorse collect accounts receivable resulting from such billing in Physician’s name and collect any drafts or other instruments, documents and chattel paper in connection with clause (a) above; on Physician’s behalf; (c) to endorse such Grantor’s name on any checksreceive payments from Blue Cross and Blue Shield, notesMedicare, drafts or any other payment relating to or constituting proceeds of the Collateral which comes into the Administrative Agent’s possession or the Administrative Agent’s controlMedicaid, payments from health plans, and deposit the same to the account of the Administrative Agent, for the benefit of the Secured Parties, on account and for payment of the Secured Obligations. all other third-party payors; (d) to file any claims or take any action or institute any proceedings that receive the Administrative Agent may deem necessary or desirable for the collection cash proceeds of any accounts receivable; (e) to take possession of and endorse in the Collateral name of Physician any notes, checks, money orders, insurance payments, and other instruments received in payment of accounts receivable; (f) to deposit all such fees, collections, and charges in a bank account or otherwise bank accounts established in the name of and maintained on behalf of Employer, and (g) to initiate legal proceedings in the name of Physician (i) to collect any accounts and monies owed to Employer for services rendered by Physician, (ii) to enforce the rights of Physician as creditor under any contract or in connection with the Administrative Agentrendering of any service, for the benefit of the Secured Parties, with respect to any of the Collateral; and and (eiii) to executecontest adjustments and denials by governmental agencies (or its fiscal intermediaries) as third-party payors. Physician authorizes Employer, as Physician’s attorney-in-fact, to take any further action and to execute such documents and instruments that Employer shall consider necessary or advisable in connection with any sale of the foregoing, hereby giving Employer full power and authority to do and perform each and every act or other disposition thing whatsoever requisite or advisable to be done in connection with the foregoing as fully as Physician might or could do personally, and hereby ratifying and confirming all that Employer shall lawfully do or cause to be done by virtue thereof or hereof. The power of Collateral provided for hereinattorney granted pursuant to the provision of this Section (a) is a special power of attorney coupled with an interest and is irrevocable, any endorsementand (b) shall survive the death, assignmentsdisability, legal incapacity, bankruptcy, or other instruments insolvency, of conveyance or transfer Physician; provided, however, that this power of attorney shall terminate upon termination of this Agreement with respect theretoto accounts receivable arising from services rendered by Physician after the “Effective Date of Termination” (as hereinafter defined) of Physician’s employment hereunder.

Attorney-in-Fact. Each Grantor The Collateral Trustee or any officer or agent thereof, with full power of substitution, is hereby appoints appointed the Administrative Agent as the Grantor’s attorney-in-fact of each of the Borrower, the Partnership, the General Partner and the Limited Partner for the purposes purpose of carrying out the provisions of this Security Agreement and any of the Financing Documents and taking any action and executing any instrument instruments which the Administrative Agent Collateral Trustee, at the direction of Majority Lenders, may deem necessary or advisable to accomplish the purposes hereofhereof and thereof, which appointment as attorney-in-fact is irrevocable and coupled with an interest; providedinterest and irrevocable and, that the Administrative Agent shall have and may exercise rights under this power of attorney only upon the occurrence and during the continuance of an Event of Default. Without without limiting the generality of the foregoing, upon which appointment hereby gives the occurrence Collateral Trustee the power and during right on behalf of each of the continuance of an Event of DefaultBorrower, the Administrative Agent shall have Partnership, the right General Partner and powerthe Limited Partner without notice to or assent by any of the foregoing, to the extent permitted by applicable law, to do the following when and to the extent it is authorized or directed to do so pursuant to the terms of this Agreement or any of the Security Documents: (ai) to askask for, demand, collect, ▇▇▇ for, recover, compromisecollect, receive and give acquittance for any and receipts for all moneys due and or to become due under or in with respect to, and to the extent of, the rights assigned to it by any of the Borrower, the Partnership, the General Partner and the Limited Partner to the extent of the interest therein of any of Secured Party in the Collateral; (bii) to receive, endorse take, endorse, assign and collect deliver any drafts or and all checks, notes, drafts, acceptances, documents and other negotiable and non-negotiable instruments, documents and chattel paper taken or received by the Collateral Trustee in connection with clause (a) abovethis Agreement or any of the Financing Documents; (ciii) to endorse such Grantor’s name on commence, file, prosecute, defend, settle, compromise, adjust, revoke, cancel, annul, move to dismiss or otherwise undo any checksclaim, notessuit, drafts action or any other payment relating to or constituting proceeds of the Collateral which comes into the Administrative Agent’s possession or the Administrative Agent’s control, and deposit the same proceeding with respect to the account of the Administrative Agent, security interests granted for the benefit of the Secured PartiesParties in the Collateral; (iv) to sell, on account transfer, assign or otherwise deal in or with the Collateral or any part thereof pursuant to the terms and conditions of this Agreement and the Financing Documents; and (v) to do, at its option and at the expense and for payment of the Secured Obligations. (d) to file any claims or take any action or institute any proceedings that the Administrative Agent may deem necessary or desirable for the collection account of any of the Borrower, the Partnership, the General Partner and the Limited Partner at any time or from time to time, all acts and things which the Collateral Trustee deems necessary to protect or otherwise preserve the Collateral and to enforce the rights realize upon such Collateral. Each of the Administrative AgentBorrower, the Partnership, the General Partner and the Limited Partner agrees, if required by applicable law or reasonably requested by the Collateral Trustee, to execute and deliver to the Collateral Trustee, and register in every public registry in the State of Texas, the State of New York or the United Mexican States in which such registration is necessary, a notarized public deed or other instrument constituting such power of attorney. The Collateral Trustee shall not be responsible for the benefit negligence or misconduct of the Secured Parties, with respect to any of the Collateral; and (e) to execute, in connection with any sale attorney-in-fact selected by it without gross negligence or other disposition of Collateral provided for herein, any endorsement, assignments, or other instruments of conveyance or transfer with respect theretowillful misconduct.

Attorney-in-Fact. Each Grantor hereby appoints the Administrative Collateral Agent as the Grantor’s attorney-in-fact for the purposes of carrying out the provisions of this Security Agreement and taking any action and executing any instrument which the Administrative Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest; provided, that the Administrative Collateral Agent shall have and may exercise rights under this power of attorney only upon the occurrence and during the continuance of an Event of Default. Without limiting the generality of the foregoing, upon the occurrence and during the continuance of an Event of Default, the Administrative Collateral Agent shall have the right and power (a) to ask, demand, collect, ▇▇▇ for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (b) to receive, endorse and collect any drafts or other instruments, documents and chattel paper in connection with clause (a) above; (c) to endorse such Grantor’s name on any checks, notes, drafts or any other payment relating to or constituting proceeds of the Collateral which comes into the Administrative Collateral Agent’s possession or the Administrative Collateral Agent’s control, and deposit the same to the account of the Administrative Collateral Agent, for the benefit of the Secured PartiesCreditors, on account and for payment of the Secured Obligations. (d) to file any claims or take any action or institute any proceedings that the Administrative Collateral Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Administrative Collateral Agent, for the benefit of the Secured PartiesCreditors, with respect to any of the Collateral; and (e) to execute, in connection with any sale or other disposition of Collateral provided for herein, any endorsement, assignments, or other instruments of conveyance or transfer with respect thereto.

Attorney-in-Fact. Each Grantor (a) Subject to the rights of the Obligor under Sections 2.06, 2.07, 2.08 and 2.09, and subject to the terms and provisions of the Intercreditor Agreement, the Trustee is hereby appoints appointed the Administrative Agent as the Grantor’s attorney-in-fact of the Obligor for the purposes purpose of carrying out the provisions of this Security Agreement and taking any action and executing any instrument instruments which the Administrative Agent Trustee may deem necessary or advisable to accomplish the purposes hereofof this Agreement, which to preserve the validity and security interest of the Liens granted by this Agreement and, following any Default, to exercise its rights, remedies, powers and privileges under this Agreement. This appointment as attorney-in-fact is irrevocable and coupled with an interest; provided, that the Administrative Agent shall have and may exercise rights under this power of attorney only upon the occurrence and during the continuance of an Event of Default. Without limiting the generality of the foregoing, the Trustee shall be entitled under this Agreement upon the occurrence and during the continuance continuation of an any Event of Default (or, in respect of Section 3.02(b), any Default, the Administrative Agent shall have the right and power ) (ai) to ask, demand, collect, ▇▇▇ sue for, recover, compromise, receive and give acquittance receipt and receipts discharge for moneys am▇▇▇ts due and to become due under or and in respect of all or any part of the Collateral; ; (bii) to receive, endorse and collect any drafts Instruments or other drafts, instruments, documents and chattel paper in connection with clause (ai) above; above (c) to endorse such Grantor’s name on including any checks, notes, drafts draft or any other payment relating to or constituting check representing the proceeds of the Collateral which comes into the Administrative Agent’s possession insurance or the Administrative Agent’s control, and deposit the same to the account return of the Administrative Agent, for the benefit of the Secured Parties, on account and for payment of the Secured Obligations. unearned premiums); (diii) to file any claims or take any action or institute any proceedings proceeding that the Administrative Agent Trustee may deem necessary or desirable advisable for the collection of all or any part of the Collateral Collateral, including the collection of any compensation due and to become due under any contract or otherwise to enforce the rights of the Administrative Agent, for the benefit of the Secured Parties, agreement with respect to all or any part of the Collateral; and and (eiv) to execute, in connection with any sale or other disposition of the Collateral provided for hereinunder Article VI, any endorsementendorsements, assignments, bills of sale or other instruments of conveyance or transfer with respect theretoto all or any part of the Collateral. In any suit, proceeding or action brought by the Trustee relating to any Account, contract or Instrument for any sum owing thereunder, or to enforce any provision of any Account, contract or Instrument, the Obligor will save, indemnify and keep the Trustee harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the obligor thereunder, arising out of a breach by the Obligor of any obligation thereunder or arising out of any other agreement, Indebtedness or liability at any time owing to, or in favor of, such obligor or its successors from the Obligor, and all such obligations of the Obligor shall be and remain enforceable against and only against the Obligor and shall not be enforceable against the Trustee. (b) Without limiting the rights and powers of the Trustee under Section 2.05(a), the Obligor hereby appoints the Trustee as its attorney-in-fact, effective the Signing Date and terminating upon the termination of this Agreement, for the purpose of (i) executing on behalf of the Obligor title or ownership applications for filing with appropriate state agencies to enable Motor Vehicles now owned or hereafter acquired by the Obligor to be retitled and the Trustee to be listed as lienholder as to such Motor Vehicles, (ii) filing such applications with such state agencies and (iii) executing such other documents and instruments on behalf of, and taking such other action in the name of, the Obligor as the Trustee may deem necessary or advisable to accomplish the purposes of this Agreement (including the purpose of creating in favor of the Trustee a security interest on the Motor Vehicles and exercising the rights and remedies of the Trustee under Article VI). This appointment as attorney-in-fact is irrevocable and coupled with an interest. (c) Without limiting the rights and powers of the Trustee under Section 2.05(a), the Obligor hereby appoints the Trustee as its attorney-in-fact, effective the Signing Date and terminating upon the termination of this Agreement, for the purpose of executing and filing all such contracts, agreements and other documents as are contemplated by Section 2.04(d). This appointment as attorney-in-fact is irrevocable and coupled with an interest.

Attorney-in-Fact. Each Grantor hereby appoints the Administrative Agent Lender as the Grantor’s attorney-in-fact for the purposes purpose of carrying out the provisions of this Security Agreement and taking any action and executing any instrument which the Administrative Agent Lender may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest; provided, that the Administrative Agent Lender shall have and may exercise rights under this power of attorney only upon the occurrence and during the continuance of an Event of Default. Without limiting the generality of the foregoing, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent Lender shall have the right and power: (a) to ask, demand, collect, ▇▇▇ for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (b) to receive, endorse and collect any drafts or other instruments, documents and chattel paper in connection with clause (a) above; (c) to endorse such Grantor’s name on any checks, notes, drafts or any other payment relating to or constituting proceeds of the Collateral which comes into the Administrative AgentLender’s possession or the Administrative AgentLender’s control, and deposit the same to the account of the Administrative Agent, for the benefit of the Secured PartiesLender, on account and for payment of the Secured Obligations.; (d) to file any claims or take any action or institute any proceedings that the Administrative Agent Lender may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Administrative Agent, for the benefit of the Secured PartiesLender, with respect to any of the Collateral; and (e) to execute, in connection with any sale or other disposition of Collateral provided for herein, any endorsement, assignments, or other instruments of conveyance or transfer with respect thereto.

Attorney-in-Fact. Each Grantor (a) Subject to the rights of such Obligor under Sections 3.06, 3.07, 3.08 and 3.09, the Collateral Agent is hereby appoints appointed the Administrative Agent as the Grantor’s attorney-in-fact of each Obligor for the purposes purpose of carrying out the provisions of this Security Agreement and taking any action and executing any instrument instruments which the Administrative Collateral Agent may deem necessary or advisable to accomplish the purposes hereofof this Agreement, which to preserve the validity, perfection and first priority (subject only to Liens permitted under Section 6.7 of the Note Purchase Agreement) of the Liens granted by this Agreement and, following any Default, to exercise its rights, remedies, powers and privileges under this Agreement. This appointment as attorney-in-fact is irrevocable and coupled with an interest; provided, that the Administrative Agent shall have and may exercise rights under this power of attorney only upon the occurrence and during the continuance of an Event of Default. Without limiting the generality of the foregoing, the Collateral Agent shall be entitled under this Agreement upon the occurrence and during the continuance continuation of an any Event of Default (or, in respect of Section 4.02(b), any Default, the Administrative Agent shall have the right and power ) (ai) to ask, demand, collect, ▇▇▇ for, recover, compromise, receive and give acquittance receipt and receipts discharge for moneys amounts due and to become due under or and in respect of all or any part of the Collateral; ; (bii) to receive, endorse and collect any drafts Instruments or other drafts, instruments, documents and chattel paper in connection with clause (ai) above; above (c) to endorse such Grantor’s name on including any checks, notes, drafts draft or any other payment relating to or constituting check representing the proceeds of the Collateral which comes into the Administrative Agent’s possession insurance or the Administrative Agent’s control, and deposit the same to the account return of the Administrative Agent, for the benefit of the Secured Parties, on account and for payment of the Secured Obligations. unearned premiums); (diii) to file any claims or take any action or institute any proceedings proceeding that the Administrative Collateral Agent may deem necessary or desirable advisable for the collection of all or any part of the Collateral Collateral, including the collection of any compensation due and to become due under any contract or otherwise to enforce the rights of the Administrative Agent, for the benefit of the Secured Parties, agreement with respect to all or any part of the Collateral; and and (eiv) to execute, in connection with any sale or other disposition of the Collateral provided for hereinunder Article VII, any endorsementendorsements, assignments, bills of sale or other instruments of conveyance or transfer with respect theretoto all or any part of the Collateral. In any suit, proceeding or action brought by the Collateral Agent relating to any Account, contract or Instrument for any sum owing thereunder, or to enforce any provision of any Account, contract or Instrument, the Obligors, jointly and severally, will save, indemnify and keep the Collateral Agent harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the obligor thereunder, arising out of a breach by any Obligor of any obligation thereunder or arising out of any other agreement, Indebtedness or liability at any time owing to, or in favor of, such obligor or its successors from the Obligors, and all such obligations of the Obligors shall be and remain enforceable against and only against the Obligors and shall not be enforceable against the Collateral Agent. (b) Without limiting the rights and powers of the Collateral Agent under Section 3.05(a), each Obligor hereby appoints the Collateral Agent as its attorney-in-fact, effective the Signing Date and terminating upon the termination of this Agreement, for the purpose of (i) executing on behalf of such Obligor title or ownership applications for filing with appropriate state agencies to enable Motor Vehicles now owned or hereafter acquired by such Obligor to be retitled and the Collateral Agent to be listed as lienholder as to such Motor Vehicles, (ii) filing such applications with such state agencies and (iii) executing such other documents and instruments on behalf of, and taking such other action in the name of, such Obligor as the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement (including the purpose of creating in favor of the Collateral Agent a first priority perfected lien on the Motor Vehicles and exercising the rights and remedies of the Collateral Agent under Article VII). This appointment as attorney-in-fact is irrevocable and coupled with an interest. (c) Without limiting the rights and powers of the Collateral Agent under Section 3.05(a), each Obligor hereby appoints the Collateral Agent as its attorney-in-fact, effective the Signing Date and terminating upon the termination of this Agreement, for the purpose of executing and filing all such contracts, agreements and other documents as are contemplated by Section 3.04(d). This appointment as attorney-in-fact is irrevocable and coupled with an interest.

Attorney-in-Fact. Each Grantor Subject to the rights of the Pledgor under Section 2.05, the Pledgor hereby appoints the Administrative Collateral Agent as the Grantor’s its attorney-in-fact for the purposes of carrying out the provisions of this Security Agreement and taking any action and executing any instrument which instruments that the Administrative Collateral Agent (acting at the request or with the consent of the Required Lenders) may deem necessary or advisable to accomplish the purposes hereofof this Agreement, which to preserve the validity, perfection and first priority of the Liens granted by this Agreement and, following any Default, to exercise its rights, remedies, powers and privileges under this Agreement. This appointment as attorney-in-fact is irrevocable and coupled with an interest; provided, that the Administrative Agent shall have and may exercise rights under this power of attorney only upon the occurrence and during the continuance of an Event of Default. Without limiting the generality of the foregoing, the Collateral Agent shall be entitled under this Agreement upon the occurrence and during the continuance continuation of an any Event of Default, with full powers of substitution either in the Administrative name of the Collateral Agent shall have or the right and power Pledgor, (a) to ask, demand, collect, sue ▇▇▇ for▇, recover, compromise, receive and give acquittance receipt and receipts discharge for moneys amounts due and to become due under or and in respect of the Collateral or any of the Collateral; part thereof; (b) to receive, endorse and collect any drafts or other drafts, checks, instruments, documents and chattel paper in connection with clause (a) above; ; (c) to endorse such Grantor’s name on any checks, notes, drafts or any other payment relating to or constituting proceeds of the Collateral which comes into the Administrative Agent’s possession or the Administrative Agent’s control, and deposit the same to the account of the Administrative Agent, for the benefit of the Secured Parties, on account and for payment of the Secured Obligations. (d) to file any claims or take any action or institute any proceedings proceeding that the Administrative Collateral Agent (acting at the request or with the consent of the Required Lenders) may deem necessary or desirable advisable for the collection of all or any part of the Collateral or otherwise to enforce compliance with the rights of the Administrative Agent, for the benefit of the Secured Parties, Collateral Agent with respect to any of the CollateralCollateral or any part thereof; and (ed) to execute, in connection with any sale or other disposition of Collateral provided for herein, any endorsement, assignments, or other instruments of conveyance or transfer with respect thereto.the

Attorney-in-Fact. Each Grantor hereby appoints the Administrative Agent as the Grantor’s 's attorney-in-fact for the purposes of carrying out the provisions of this Security Agreement and taking any action and executing any instrument which the Administrative Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest; provided, that the Administrative Agent shall have and may exercise rights under this power of attorney only upon the occurrence and during the continuance of an Event of Default. Without limiting the generality of the foregoing, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall have the right and power (a) to ask, demand, collect, sue ▇▇▇ for▇, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (b) to receive, endorse and collect any drafts or other instruments, documents and chattel paper in connection with clause (a) above; (c) to endorse such Grantor’s 's name on any checks, notes, drafts or any other payment relating to or constituting proceeds of the Collateral which comes into the Administrative Agent’s 's possession or the Administrative Agent’s 's control, and deposit the same to the account of the Administrative Agent, for the benefit of the Secured Parties, on account and for payment of the Secured Obligations. (d) to file any claims or take any action or institute any proceedings that the Administrative Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Administrative Agent, for the benefit of the Secured Parties, with respect to any of the Collateral; and (e) to execute, in connection with any sale or other disposition of Collateral provided for herein, any endorsement, assignments, or other instruments of conveyance or transfer with respect thereto.

Attorney-in-Fact. Each Grantor hereby appoints the Administrative Agent as the such Grantor’s attorney-in-fact for the purposes of carrying out the provisions of this Security Agreement and taking any action and executing any instrument which the Administrative Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest; provided, provided that the Administrative Agent shall have and may exercise rights under this power of attorney only upon the occurrence and during the continuance of an Event of Default. Without limiting the generality of the foregoing, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall have the right and power: (a) to ask, demand, collect, ▇▇▇ for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (b) to receive, endorse and collect any drafts or other instruments, documents and chattel paper in connection with clause (a) above; (c) to endorse such Grantor’s name on any checks, notes, drafts or any other payment relating to or constituting proceeds of the Collateral which comes into the Administrative Agent’s possession or the Administrative Agent’s control, and deposit the same to the account of the Administrative Agent, for the benefit of the Secured Parties, on account and for payment of the Secured Obligations. (d) to file any claims or take any action or institute any proceedings that the Administrative Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Administrative Agent, for the benefit of the Secured Parties, with respect to any of the Collateral; and (e) to execute, in connection with any sale or other disposition of Collateral provided for herein, any endorsement, assignments, or other instruments of conveyance or transfer with respect thereto.

Attorney-in-Fact. Each Grantor For so long as this Agreement is in effect, the Borrower hereby irrevocably appoints Lender the Administrative Agent as the GrantorBorrower’s attorney-in-fact for fact, with full authority in the purposes place and stead of carrying out the provisions Borrower and in the name of this Security Agreement the Borrower or otherwise, from and taking any action and executing any instrument which the Administrative Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest; provided, that the Administrative Agent shall have and may exercise rights under this power of attorney only upon after the occurrence and during the continuance of an Event of Default. Without limiting the generality of the foregoing, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall have the right to take any action and power to execute any instrument provided for pursuant to this Agreement, including, without limitation: (a) to To ask, demand, collect, ▇▇▇ sue for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of connection with any of the Collateral; ; (b) to receive, endorse and collect any drafts or other instruments, documents and chattel paper in connection with clause (a) above; (c) to endorse such Grantor’s name on any checks, notes, drafts or any other payment relating to or constituting proceeds of the Collateral which comes into the Administrative Agent’s possession or the Administrative Agent’s control, and deposit the same to the account of the Administrative Agent, for the benefit of the Secured Parties, on account and for payment of the Secured Obligations. (d) to To file any claims or take any action or institute any proceedings that the Administrative Agent which Lender may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Administrative Agent, for the benefit of the Secured Parties, Borrower with respect to any of the Collateral; and (ec) To execute and deliver lien releases, certificates, and other documents to execute, in connection with any sale obtain payment for work or materials or other disposition Collateral; and (d) To perform and take any action authorized under any this Agreement or any other agreement between Borrower and Lender, holding Borrower liable or responsible for the costs thereof. Borrower hereby ratifies all acts ▇▇▇▇▇▇ takes as attorney-in-fact that are lawfully done by virtue of Collateral provided for hereinthis Agreement. This power of attorney is coupled with an interest and shall be irrevocable. The grant of this power of attorney to take actions from and after an Event of Default shall not be construed to limit the powers of Lender to take actions otherwise permitted by this Agreement, any endorsementother agreement between the parties hereto, assignments, the Uniform Commercial Code or other instruments law to take actions prior to the occurrence of conveyance or transfer with respect theretoan Event of Default.

Attorney-in-Fact. Each Grantor hereby appoints each of the Administrative General Collateral Agent and the Designated Collateral Subagent as the Grantor’s 's attorney-in-fact for the purposes of carrying out the provisions of this General Security Agreement and taking any action and executing any instrument which the Administrative General Collateral Agent or the Designated Collateral Subagent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest; provided, that each of the Administrative General Collateral Agent and the Designated Collateral Subagent shall have and may exercise rights under this power of attorney only upon the occurrence and during the continuance of an Event of Default. Without limiting the generality of the foregoingforegoing or any other rights and powers granted to the General Collateral Agent and the Designated Collateral Subagent herein, upon the occurrence and during the continuance of an Event of Default, each of the Administrative General Collateral Agent and the Designated Collateral Subagent shall have the right and power (a) to ask, demand, collect, ▇▇▇ sue for, recover, compromise, receive and give acquittance and ▇▇d receipts for moneys due and to become due under or in respect of any of the Collateral; (b) to receive, endorse and collect any drafts or other instruments, documents and chattel paper in connection with clause (a) above; (c) to endorse such Grantor’s 's name on any checks, notes, drafts or any other payment relating to or constituting proceeds of the Collateral which comes into the Administrative Agent’s possession or the Administrative Agent’s controlcontrol of the General Collateral Agent or the Designated Collateral Subagent, respectively, and deposit the same to the account of the Administrative General Collateral Agent, for the benefit of the General Secured Parties, on account and for payment of the Secured Obligations.; (d) to file any claims or take any action or institute any proceedings that the Administrative General Collateral Agent or the Designated Collateral Subagent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Administrative AgentGeneral Collateral Agent or the Designated Collateral Subagent, for the benefit of the General Secured Parties, with respect to any of the Collateral; and (e) to execute, in connection with any sale or other disposition of Collateral provided for herein, any endorsement, assignments, or other instruments of conveyance or transfer with respect thereto.

Attorney-in-Fact. Each Grantor hereby appoints the Administrative Agent as the Grantor’s attorney-in-fact for the purposes of carrying out the provisions of this Security Agreement and taking any action and executing any instrument which the Administrative Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest; provided, that the Administrative Agent shall have and may exercise rights under this power of attorney only upon the occurrence and during the continuance of an Event of Default. Without limiting the generality of the foregoing, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall have the right and power: (a) to ask, demand, collect, ▇▇▇ for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (b) to receive, endorse and collect any drafts or other instruments, documents and chattel paper in connection with clause (a) above; (c) to endorse such Grantor’s name on any checks, notes, drafts or any other payment relating to or constituting proceeds of the Collateral which comes into the Administrative Agent’s possession or the Administrative Agent’s control, and deposit the same to the account of the Administrative Agent, for the benefit of the Secured PartiesBanks, on account and for payment of the Secured Obligations.; (d) to file any claims or take any action or institute any proceedings that the Administrative Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Administrative Agent, for the benefit of the Secured PartiesBanks, with respect to any of the Collateral; and (e) to execute, in connection with any sale or other disposition of Collateral provided for herein, any endorsement, assignments, or other instruments of conveyance or transfer with respect thereto.

Attorney-in-Fact. Each Grantor The Physician hereby appoints the Administrative Agent as Employer during the Grantor’s Employment Term to be his true and lawful attorney-in-fact for the following purposes of carrying out the provisions of this Security Agreement and taking any action and executing any instrument which the Administrative Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest; provided, that the Administrative Agent shall have and may exercise rights under this power of attorney only upon the occurrence and during the continuance of an Event of Default. Without limiting the generality of the foregoing, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall have the right and power (a) to ask, demand, collect, ▇▇▇▇ for, recover, compromise, receive Patients in the Physician’s name and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; on his behalf; (b) to receive, endorse collect accounts receivable resulting from such billing in the Physician’s name and collect any drafts or other instruments, documents and chattel paper in connection with clause (a) above; on his behalf; (c) to endorse such Grantor’s name on any checksreceive payments from Blue Cross and Blue Shield, notesMedicare, drafts or any other payment relating to or constituting proceeds of the Collateral which comes into the Administrative Agent’s possession or the Administrative Agent’s controlMedicaid, payments from health plans, and deposit the same to the account of the Administrative Agent, for the benefit of the Secured Parties, on account and for payment of the Secured Obligations. all other third-party payors; (d) to file any claims or take any action or institute any proceedings that receive the Administrative Agent may deem necessary or desirable for the collection cash proceeds of any accounts receivable; (e) to take possession of and endorse in the name of the Collateral Physician any notes, checks, money orders, insurance payments, and other instruments received in payment of accounts receivable; (f) to deposit all such fees, collections, and charges in a bank account or otherwise bank accounts established in the name of and maintained on behalf of the Employer, and (g) to initiate legal proceedings in the name of the Physician (i) to collect any accounts and monies owed to the Employer for services rendered by the Physician, (ii) to enforce the rights of the Administrative AgentPhysician as creditor under any contract or in connection with the rendering of any service, for the benefit of the Secured Parties, with respect to any of the Collateral; and and (eiii) to executecontest adjustments and denials by governmental agencies (or its fiscal intermediaries) as third-party payors. The Physician authorizes the Employer, as his attorney-in-fact, to take any further action and to execute such documents and instruments that the Employer shall consider necessary or advisable in connection with any sale of the foregoing, hereby giving the Employer full power and authority to do and perform each and every act or other disposition thing whatsoever requisite or advisable to be done in connection with the foregoing as fully as the Physician might or could do personally, and hereby ratifying and confirming all that the Employer shall lawfully do or cause to be done by virtue thereof or hereof. The power of Collateral provided for hereinattorney granted pursuant to the provision of this Section (a) is a special power of attorney coupled with an interest and is irrevocable, any endorsementand (b) shall survive the death, assignmentsdisability, legal incapacity, bankruptcy, or other instruments insolvency, of conveyance or transfer the Physician; provided, however, that this power of attorney shall terminate upon termination of this Agreement with respect theretoto accounts receivable arising from services rendered by the Physician after the “Effective Date of Termination” (as hereinafter defined) of the Physician’s employment hereunder.

Attorney-in-Fact. Each Grantor Subject to the rights of the Guarantor under Sections 2.5, the Guarantor hereby appoints the Administrative Agent as the Grantor’s its attorney-in-fact effective on the Second Restatement Date and terminating upon the termination of this Agreement for the purposes purpose of carrying out the provisions of this Security Agreement and taking any action and executing any instrument which instruments that the Administrative Agent may deem necessary or advisable to accomplish the purposes hereofof this Agreement, which to preserve the validity, perfection and priority (subject only to Permitted Liens) of the Liens granted by this Agreement and, following any Event of Default, to exercise its rights, remedies, powers and privileges under this Agreement. This appointment as attorney-in-fact is irrevocable and coupled with an interest; provided, that the Administrative Agent shall have and may exercise rights under this power of attorney only upon the occurrence and during the continuance of an Event of Default. Without limiting the generality of the foregoing, the Administrative Agent shall be entitled under this Agreement upon the occurrence and during the continuance continuation of an any Event of Default (or, in respect of Section 3.1, any Default, the Administrative Agent shall have the right and power ) (ai) to ask, demand, collect, ▇▇▇ sue for, recover, compromise, receive and give acquittance receipt and receipts discharge for moneys due amount▇ ▇ue and to become due under or and in respect of all or any part of the Collateral; ; (bii) to receive, endorse and collect any drafts or other drafts, instruments, documents and chattel paper in connection with clause (ai) above; above (c) to endorse such Grantor’s name on including any checks, notes, drafts draft or any other payment relating to or constituting check representing the proceeds of the Collateral which comes into the Administrative Agent’s possession insurance or the Administrative Agent’s control, and deposit the same to the account return of the Administrative Agent, for the benefit of the Secured Parties, on account and for payment of the Secured Obligations. unearned premiums); (diii) to file any claims or take any action or institute any proceedings proceeding that the Administrative Agent may deem necessary or desirable advisable for the collection of all or any part of the Collateral Collateral, including the collection of any compensation due and to become due under any contract or otherwise to enforce the rights of the Administrative Agent, for the benefit of the Secured Parties, agreement with respect to all or any part of the Collateral; and and (eiv) to execute, in connection with any sale or other disposition of the Collateral provided for hereinunder Section 6.2, any endorsementendorsements, assignments, bills of sale or other instruments of conveyance or transfer with respect theretoto all or any part of the Collateral.

Attorney-in-Fact. Each Grantor (a) Subject to Obligor's rights under Sections 2.13 through 2.16, Obligor hereby irrevocably constitutes and appoints the Administrative Collateral Agent and any officer or agent thereof, with full power of substitution, as the Grantor’s its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Obligor and in the name of Obligor or in its own name, for the purposes purpose of carrying out the provisions of this Security Agreement upon the occurrence and taking during the continuation of an Event of Default, to (x) take any appropriate action and executing to execute any document or instrument which the Administrative Agent that may deem be necessary or advisable desirable to accomplish the purposes hereofof this Agreement, which (y) preserve the validity, perfection and priority of the liens granted by this Agreement and, (z) exercise its rights, remedies, powers and privileges under this Agreement. This appointment as attorney-in-fact is irrevocable and coupled with an interest; provided, that the Administrative Agent shall have and may exercise rights under this power of attorney only upon the occurrence and during the continuance of an Event of Default. Without limiting the generality of the foregoing, Obligor hereby gives the Collateral Agent the power and right, on behalf of Obligor, without notice to or assent by Obligor, upon the occurrence and during the continuance continuation of an any Event of Default, the Administrative Agent shall have the right and power Default (ai) to ask, demand, collect, ▇▇▇ for, recover, compromise, receive and give acquittance receipt and receipts discharge for moneys amounts due and to become due under or and in respect of all or any part of the Collateral; , (bii) to receiveto, endorse in the name of Obligor or its own name, or otherwise, take possession of, receive and indorse and collect any drafts check, Account, Chattel Paper, draft, note, acceptance or other instruments, documents and chattel paper in connection with clause (a) above; (c) to endorse such Grantor’s name on any checks, notes, drafts or any other payment relating to or constituting proceeds of the Collateral which comes into the Administrative Agent’s possession or the Administrative Agent’s control, and deposit the same to the account of the Administrative Agent, Instrument for the benefit of the Secured Parties, on account and for payment of the Secured Obligations. moneys due under any Account or General Intangible, (diii) to file any claims or take any action or institute any proceedings proceeding that the Administrative Collateral Agent may deem necessary or desirable advisable for the collection of all or any of the Collateral or otherwise to enforce the rights of the Administrative Agent, for the benefit of the Secured Parties, with respect to any part of the Collateral; and , (eiv) to execute, in connection with any sale or other disposition of the Collateral provided for hereinunder Article V, any endorsementendorsements, assignments, bills of sale or other instruments of conveyance or transfer with respect theretoto all or any part of the Collateral, (v) in the case of any Intellectual Property, execute and deliver, and have recorded, any agreement, instrument, document or paper as the Collateral Agent may request to evidence the Collateral Agent's security interest in such Intellectual Property and the goodwill and General Intangibles of Obligor relating thereto or represented thereby, (vi) pay or discharge taxes and Liens levied or placed on or threatened against the Collateral (other than Permitted Liens), effect any repair or pay or discharge any insurance called for by the terms of this Agreement (including all or any part of the PLEDGE AND SECURITY AGREEMENT (ORMAT FUNDING CORP.) premiums therefor and the costs thereof), (vii) execute, in connection with any sale provided for in Article V, any endorsement, assignment or other instrument of conveyance or transfer with respect to the collateral; and (viii) (A) direct any party liable for any payment under any Collateral to make payment of any moneys due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall direct, (B) ask or demand for, collect, and receive payment of and receipt for, any moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral, (C) sign and indorse any invoice, freight or express ▇▇▇▇, ▇▇▇▇ of lading, storage or warehouse receipt, draft against debtors, assignment, verification, notice and other document in connection with any Collateral, (D) commence and prosecute any suit, action or proceeding at law or in equity in any court of competent jurisdiction to collect any Collateral and to enforce any other right in respect of any Collateral, (E) defend any suit, action or proceeding brought against Obligor with respect to any Collateral, (F) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or releases as the Collateral Agent may deem appropriate, (G) assign any Copyright, Patent or Trademark (along with the goodwill of the business to which any such Trademark pertains) throughout the world for such term or terms, on such conditions, and in such manner as the Collateral Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment and (H) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any Collateral as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes, and do, at the Collateral Agent's option and Obligor's expense, at any time, or from time to time, all acts and things that the Collateral Agent reasonably deems necessary to protect, preserve or realize upon the Collateral and the Collateral Agent's and the other Secured Parties' security interests therein and to effect the intent of this Agreement, all as fully and effectively as Obligor might do. (b) Without limiting the rights and powers of the Collateral Agent under Section 2.12(a), Obligor hereby appoints the Collateral Agent as its attorney-in-fact, effective the date of this Agreement and terminating upon the Discharge Date, for the purpose of, upon the occurrence and during the continuation of an Event of Default, (i) executing on behalf of Obligor title or ownership applications for filing with appropriate state agencies to enable Motor Vehicles now owned or in the future acquired by Obligor to be retitled and the Collateral Agent to be listed as lien holder as to those Motor Vehicles, (ii) filing such applications with such state agencies, and (iii) executing such other documents and instruments on behalf of, and taking such other action in the name of, Obligor as the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement (including the purpose of creating in favor of the Collateral Agent a perfected lien on the Motor Vehicles and exercising the rights, remedies, powers and privileges of the Collateral Agent under Section 5.01). This appointment as attorney-in-fact is irrevocable and coupled with an interest. (c) Without limiting the rights and powers of the Collateral Agent under Section 2.12(a), Obligor hereby appoints the Collateral Agent as its attorney-in-fact, effective the date of this Agreement and terminating upon the Discharge Date, at the PLEDGE AND SECURITY AGREEMENT (ORMAT FUNDING CORP.)

Attorney-in-Fact. Each Grantor (a) Subject to the rights of the Debtor under Sections 2.06, 2.07, 2.08 and 2.09, the Secured Party is hereby appoints appointed the Administrative Agent as the Grantor’s attorney-in-fact of the Debtor for the purposes purpose of carrying out the provisions of this Security Agreement and taking any action and executing any instrument instruments which the Administrative Agent Secured Party may deem necessary or advisable to accomplish the purposes hereofof this Agreement, which to preserve the validity, perfection and priority of the Liens granted by this Agreement and, following any Event of Default, to exercise its rights, remedies, powers and privileges under this Agreement. This appointment as attorney-in-fact is irrevocable and coupled with an interest; provided, that the Administrative Agent shall have and may exercise rights under this power of attorney only upon the occurrence and during the continuance of an Event of Default. Without limiting the generality of the foregoing, the Secured Party shall be entitled under this Agreement upon the occurrence and during the continuance continuation of an any Event of Default, the Administrative Agent shall have the right and power Default (ai) to ask, demand, collect, ▇▇▇ for, recover, compromise, receive and give acquittance receipt and receipts discharge for moneys amounts due and to become due under or and in respect of all or any part of the Collateral; ; (bii) to receive, endorse and collect any drafts Instruments or other drafts, instruments, documents and chattel paper in connection with clause (ai) above; above (c) to endorse such Grantor’s name on including any checks, notes, drafts draft or any other payment relating to or constituting check representing the proceeds of the Collateral which comes into the Administrative Agent’s possession insurance or the Administrative Agent’s control, and deposit the same to the account return of the Administrative Agent, for the benefit of the Secured Parties, on account and for payment of the Secured Obligations. unearned premiums); (diii) to file any claims or take any action or institute any proceedings proceeding that the Administrative Agent Secured Party may deem necessary or desirable advisable for the collection of all or any part of the Collateral Collateral, including the collection of any compensation due and to become due under any contract or otherwise to enforce the rights of the Administrative Agent, for the benefit of the Secured Parties, agreement with respect to all or any part of the Collateral; and and (eiv) to execute, in connection with any sale or other disposition of Collateral provided for hereinthe collateral under Section 6, any endorsementendorsements, assignments, bills of sale or other instruments of conveyance or transfer with respect theretoto all or any part of the Collateral. (b) Without limiting the rights and powers of the Secured Party under Section 2.05(a), the Debtor hereby appoints the Secured Party as its attorney-in-fact, effective the date of the signing of this Agreement and terminating upon the termination of this Agreement, for the purpose of (i) filing such applications with such state agencies and (ii) executing such other documents and instruments on behalf of, and taking such other action in the name of, the Debtor as the Secured Party may deem necessary or advisable to accomplish the purposes of this Agreement. This appointment as attorney-in-fact is irrevocable and coupled with an interest.

Attorney-in-Fact. Each Grantor Without limiting any rights or powers granted by this Agreement to the Administrative Agent while no Event of Default has occurred and is continuing, upon the occurrence and during the continuance of any Event of Default, each Debtor hereby appoints the Administrative Agent as the Grantor’s attorney-in-fact of such Debtor for the purposes purpose of carrying out the provisions of this Security Agreement Article VI and taking any action and executing any instrument which instruments that the Administrative Agent may deem necessary or advisable desirable to accomplish the purposes hereof, which appointment as attorney-in-fact is irrevocable and coupled with an interest; provided, that the Administrative Agent shall have and may exercise rights under this power of attorney only upon the occurrence and during the continuance of an Event of Default. Without limiting the generality of the foregoing, upon so long as the occurrence and during Administrative Agent shall be entitled under this Article VI to make collections in respect of the continuance of an Event of DefaultCollateral, the Administrative Agent shall have the right and power (a) to ask, demand, collect, ▇▇▇ for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (b) to receive, endorse and collect all checks made payable to the order of any drafts Debtor representing any dividend, payment or other instruments, documents distribution in respect of the Collateral or any part thereof and chattel paper in connection with clause (a) aboveto give full discharge for the same; (c) to endorse such Grantor’s name on any checks, notes, drafts or any other payment relating to or constituting proceeds of the Collateral which comes into the Administrative Agent’s possession or the Administrative Agent’s control, and deposit the same to the account of the Administrative Agent, for the benefit of the Secured Parties, on account and for payment of the Secured Obligations. (db) to file any claims or take any action or institute any proceedings that in connection therewith which the Administrative Agent may deem to be necessary or desirable for advisable; (c) to pay, settle or compromise all bills and claims which may be or become liens or security interests against any or all of the collection of Collateral, or any of part thereof, unless a bond or other security satisfactory to the Administrative Agent has been provided; and (d) upon foreclosure, to do any and every act which any Debtor may do on its behalf with respect to the Collateral or otherwise any part thereof and to enforce the exercise any or all of such Debtor’s rights of the Administrative Agent, for the benefit of the Secured Parties, with respect to and remedies under any or all of the Collateral; and (e) to executeprovided, in connection however, that the Administrative Agent shall not exercise any such rights except upon the occurrence and continuation of an Event of Default. This power of attorney is a power coupled with any sale or other disposition of Collateral provided for herein, any endorsement, assignments, or other instruments of conveyance or transfer with respect theretoan interest and shall be irrevocable.

Attorney-in-Fact. Each Grantor LIMITATIONS ON AUTHORITY OF THE PORTFOLIO MANAGER AS ATTORNEY-IN-FACT; AUTHORITY WITH RESPECT TO BANK ACCOUNTS; NATURE OF SERVICES. (i) Subject to clause (ii) of this clause (h), the Issuer hereby irrevocably appoints the Administrative Agent Portfolio Manager as the Grantor’s Issuer's attorney-in-fact for fact, with full authority in the purposes place and stead of carrying out the provisions Issuer and in the name of this Security Agreement and taking any action and executing any instrument which the Administrative Agent Issuer or otherwise, from time to time in the Portfolio Manager's discretion, but subject to the direction of the Issuer, to take such actions on behalf of the Issuer as may deem be necessary or advisable to accomplish the for purposes hereof, which appointment is irrevocable and coupled with an interest; provided, that the Administrative Agent shall have and may exercise rights under this power of attorney only upon the occurrence and during the continuance of an Event of Default. Without limiting the generality of the foregoingadministration and management of the operations of the Issuer, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall have the right and power (a) to ask, demand, collect, ▇▇▇ for, recover, compromisecompound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (b) connection therewith and to receive, endorse endorse, and collect any drafts or other instruments, documents and chattel paper in connection with clause (a) above; (c) to endorse such Grantor’s name on any checks, notes, drafts or any other payment relating to or constituting proceeds of the Collateral which comes into the Administrative Agent’s possession or the Administrative Agent’s controltherewith, and deposit the same to the account of the Administrative Agent, for the benefit of the Secured Parties, on account and for payment of the Secured Obligations. (d) to file any claims or take any action or institute any proceedings that the Administrative Agent which may deem be necessary or desirable for the collection thereof or to enforce compliance with the terms and conditions of any of such documents, instruments and agreements. (ii) Anything in clause (i) of this clause (h) or elsewhere in this Agreement to the Collateral contrary notwithstanding, the Portfolio Manager is not hereby authorized to execute on behalf of or otherwise as attorney-in-fact for the Issuer any Transaction Document, or any amendment, modification or waiver to enforce or under any Transaction Document. (iii) The Issuer authorizes the rights Portfolio Manager to transfer and deposit funds of the Administrative AgentIssuer to and in such bank accounts including, for without limitation, the benefit Custodial Account, as may be established in the name of the Secured Parties, with respect to any of the Collateral; and (e) to execute, in connection with any sale or other disposition of Collateral provided for herein, any endorsement, assignments, or other instruments of conveyance or transfer with respect theretoIssuer.

Attorney-in-Fact. Each Grantor Pledgor hereby irrevocably constitutes and appoints the Administrative Agent as the Grantor’s its true and lawful attorney-in-fact for with full power and authority in the purposes place and stead of carrying out Pledgor and in the provisions name of this Security Agreement and taking Pledgor, Administrative Agent or otherwise, from time to time in the Administrative Agent's discretion to take any action and executing to execute any instrument which to enforce all rights of Pledgor with respect to the Administrative Agent may deem necessary or advisable to accomplish the purposes hereofCollateral, which appointment is irrevocable and coupled with an interest; providedincluding, that the Administrative Agent shall have and may exercise rights under this power of attorney only upon the occurrence and during the continuance of an Event of Default. Without limiting the generality of the foregoing, upon the occurrence and during the continuance of an Event of Defaultwithout limitation, the Administrative Agent shall have the right and power (a) to ask, require, demand, collect, ▇▇▇ for, recover, compromise, receive and give acquittance for any and receipts all moneys and claims for moneys money due and to become due under or in respect of any arising out of the Collateral; (b) ; to receiveelect remedies thereunder, to endorse and collect any drafts checks or other instruments, documents and chattel paper instruments or orders in connection therewith; to vote, demand, receive and enforce Pledgor's rights with clause (a) above; (c) to endorse such Grantor’s name on any checks, notes, drafts or any other payment relating to or constituting proceeds of the Collateral which comes into the Administrative Agent’s possession or the Administrative Agent’s control, and deposit the same respect to the account Collateral; to give appropriate receipts, releases and satisfactions for and on behalf of and in the name of Pledgor or, at the option of Administrative Agent, for in the benefit name of Administrative Agent, with the Secured Parties, on account same force and for payment of the Secured Obligations. (d) effect as Pledgor could do if this Agreement had not been made; and to file any claims or take any action or institute any proceedings that the in connection therewith which Administrative Agent may reasonably deem to be necessary or desirable for advisable; provided, however, Administrative Agent shall not exercise such rights unless upon the collection occurrence and during the continuation of any an Event of the Collateral or otherwise to enforce the rights Default. This power of the Administrative Agent, for the benefit of the Secured Parties, attorney is a power coupled with respect to any of the Collateral; and (e) to execute, in connection with any sale or other disposition of Collateral provided for herein, any endorsement, assignments, or other instruments of conveyance or transfer with respect theretoan interest and shall be irrevocable.

Attorney-in-Fact. Each Grantor Without limiting any rights or powers granted by this Agreement to the Administrative Agent while no Event of Default has occurred and is continuing, upon the occurrence and during the continuance of any Event of Default, each Debtor hereby appoints the Administrative Agent as the Grantor’s attorney-in-fact of such Debtor for the purposes purpose of carrying out the provisions of this Security Agreement Article ARTICLE VI and taking any action and executing any instrument which instruments that the Administrative Agent may deem necessary or advisable desirable to accomplish the purposes hereof, which appointment as attorney-in-fact is irrevocable and coupled with an interest; provided, that interest (but the Administrative Agent shall not be obligated to and shall have and may exercise rights under this power of attorney only upon the occurrence and during the continuance of an Event of Defaultno liability to such Debtor or any third party for failure to do so or take action). Without limiting the generality of the foregoing, upon so long as the occurrence and during Administrative Agent shall be entitled under this Article VI to make collections in respect of the continuance of an Event of DefaultCollateral, the Administrative Agent shall have the right and power (a) to ask, demand, collect, ▇▇▇ for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (b) to receive, endorse and collect all checks made payable to the order of any drafts Debtor representing any dividend, payment or other instruments, documents and chattel paper distribution in connection with clause (a) above; (c) to endorse such Grantor’s name on any checks, notes, drafts or any other payment relating to or constituting proceeds respect of the Collateral which comes into the Administrative Agent’s possession or the Administrative Agent’s control, any part thereof and deposit the same to the account of the Administrative Agent, give full discharge for the benefit of the Secured Parties, on account and for payment of the Secured Obligationssame. (db) to file any claims or take any action or institute any proceedings in connection therewith which the Secured Party may deem to be necessary or advisable; (c) to pay, settle or compromise all bills and claims which may be or become liens or security interests against any or all of the Collateral, or any part thereof, unless a bond or other security satisfactory to the Secured Party has been provided; and (d) upon foreclosure, to do any and every act which any Debtor may do on its behalf with respect to the Collateral or any part thereof and to exercise any or all of such Debtor’s rights and remedies under any or all of the Collateral; provided, however, that the Secured Party shall not exercise any such rights except upon the occurrence and continuation of an Event of Default. This power of attorney is a power coupled with an interest and shall be irrevocable. In the event the Administrative Agent may deem necessary or desirable for the collection of desires to exercise any of the Collateral foregoing rights and determines it necessary to obtain any approvals or otherwise to enforce consents of any Governmental Authority or any other Person therefor, then, upon the rights request of the Administrative Agent, the applicable Debtor agrees to assist the Administrative Agent in obtaining as soon as practicable any necessary approvals or consents for the benefit exercise of the Secured Partiesany such remedies, with respect rights and powers. Each Debtor hereby ratifies all that such attorney shall lawfully do or cause to any of the Collateral; and (e) to execute, in connection with any sale or other disposition of Collateral provided for herein, any endorsement, assignments, or other instruments of conveyance or transfer with respect theretobe done by virtue hereof.

Attorney-in-Fact. Each Grantor (a) Subject to Obligor's rights under Sections 2.13 through 2.16, Obligor hereby irrevocably constitutes and appoints the Administrative Collateral Agent and any officer or agent thereof, with full power of substitution, as the Grantor’s its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Obligor and in the name of Obligor or in its own name, for the purposes purpose of carrying out the provisions of this Security Agreement upon the occurrence and taking during the continuation of an Event of Default, to (x) take any appropriate action and executing to execute any document or instrument which the Administrative Agent that may deem be necessary or advisable desirable to accomplish the purposes hereofof this Agreement, which (y) preserve the validity, perfection and priority of the liens granted by this Agreement and, (z) exercise its rights, remedies, powers and privileges under this Agreement. This appointment as attorney-in-fact is irrevocable and coupled with an interest; provided, that the Administrative Agent shall have and may exercise rights under this power of attorney only upon the occurrence and during the continuance of an Event of Default. Without limiting the generality of the foregoing, Obligor hereby gives the Collateral Agent the power and right, on behalf of Obligor, without notice to or assent by Obligor, upon the occurrence and during the continuance continuation of an any Event of Default, the Administrative Agent shall have the right and power Default (ai) to ask, demand, collect, ▇▇▇ for, recover, compromise, receive and give acquittance receipt and receipts discharge for moneys amounts due and to become due under or and in respect of all or any part of the Collateral; , (bii) to receiveto, endorse in the name of Obligor or its own name, or otherwise, take possession of, receive and indorse and collect any drafts check, Account, Chattel Paper, draft, note, acceptance or other instruments, documents and chattel paper in connection with clause (a) above; (c) to endorse such Grantor’s name on any checks, notes, drafts or any other payment relating to or constituting proceeds of the Collateral which comes into the Administrative Agent’s possession or the Administrative Agent’s control, and deposit the same to the account of the Administrative Agent, Instrument for the benefit of the Secured Parties, on account and for payment of the Secured Obligations. moneys due under any Account or General Intangible, (diii) to file any claims or take any action or institute any proceedings proceeding that the Administrative Collateral Agent may deem necessary or desirable advisable for the collection of all or any of the Collateral or otherwise to enforce the rights of the Administrative Agent, for the benefit of the Secured Parties, with respect to any part of the Collateral; and , (eiv) to execute, in connection with any sale or other disposition of the Collateral provided for hereinunder Article V, any endorsementendorsements, assignments, bills of sale or other instruments of conveyance or transfer with respect theretoto all or any part of the Collateral, (v) in the case of any Intellectual Property, execute and deliver, and have recorded, any agreement, instrument, document or paper as the Collateral Agent may request to evidence the Collateral Agent's security interest in such Intellectual Property and the goodwill and General Intangibles of Obligor relating thereto or represented thereby, (vi) pay or discharge taxes and Liens levied or placed on or threatened against the Collateral (other than Permitted Liens), effect any repair or pay or discharge any insurance called for by the terms of this Agreement (including all or any part of the premiums therefor and the costs thereof), (vii) execute, in connection with any sale provided for in Article V, any endorsement, assignment or other instrument of conveyance or transfer with respect to the collateral; and (viii) (A) direct any party liable for any payment under any Collateral to make payment of any moneys due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall direct, (B) ask or demand for, collect, and receive payment of and receipt for, any moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral, (C) sign and indorse any invoice, freight or express ▇▇▇▇, ▇▇▇▇ of lading, storage or warehouse receipt, draft against debtors, assignment, verification, notice and other document in connection with any Collateral, (D) commence and prosecute any suit, action or proceeding at law or in equity in any court of competent jurisdiction to collect any Collateral and to enforce any other right in respect of any Collateral, (E) defend any suit, action or proceeding brought against Obligor with respect to any Collateral, (F) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or releases as the Collateral Agent may deem appropriate, (G) assign any Copyright, Patent or Trademark (along with the goodwill of the business to which any such Trademark pertains) throughout the world for such term or terms, on such conditions, and in such manner as the Collateral Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment and (H) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any Collateral as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes, and do, at the Collateral Agent's option and Obligor's expense, at any time, or from time to time, all acts and things that the Collateral Agent reasonably deems necessary to protect, preserve or realize upon the Collateral and the Collateral Agent's and the other Secured Parties' security interests therein and to effect the intent of this Agreement, all as fully and effectively as Obligor might do. (b) Without limiting the rights and powers of the Collateral Agent under Section 2.12(a), Obligor hereby appoints the Collateral Agent as its attorney-in-fact, effective the date of this Agreement and terminating upon the Discharge Date, for the purpose of, upon the occurrence and during the continuation of an Event of Default, (i) executing on behalf of Obligor title or ownership applications for filing with appropriate state agencies to enable Motor Vehicles now owned or in the future acquired by Obligor to be retitled and the Collateral Agent to be listed as lien holder as to those Motor Vehicles, (ii) filing such applications with such state agencies, and (iii) executing such other documents and instruments on behalf of, and taking such other action in the name of, Obligor as the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement (including the purpose of creating in favor of the Collateral Agent a perfected lien on the Motor Vehicles and exercising the rights, remedies, powers and privileges of the Collateral Agent under Section 5.01). This appointment as attorney-in-fact is irrevocable and coupled with an interest. (c) Without limiting the rights and powers of the Collateral Agent under Section 2.12(a), Obligor hereby appoints the Collateral Agent as its attorney-in-fact, effective the date of this Agreement and terminating upon the Discharge Date, at the Collateral Agent's option, but without any obligation so to do, for the purpose of performing, executing, and filing all such contracts, agreements and other documents as are contemplated by Section 2.11(b). This appointment as attorney-in-fact is irrevocable and coupled with an interest. (d) The expenses of the Collateral Agent incurred in connection with actions undertaken as provided in this Section 2.12, together with interest thereon at a rate per annum equal to the rate per annum at which interest would then be payable on past due Notes under the Indenture, from the date of payment by the Collateral Agent to the date reimbursed by Obligor, shall be payable by Obligor to the Collateral Agent on demand and shall constitute Secured Obligations and be secured by the Liens of the Collateral Documents. (e) Obligor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released.