Common use of FORM OF POWER OF ATTORNEY Clause in Contracts

FORM OF POWER OF ATTORNEY. This Power of Attorney is executed and delivered by , a (“Grantor”), to U.S. Bank National Association as Agent for itself and Purchasers as such term is defined in the Securities Purchase Agreement referred to below (“Attorney”). This Power of Attorney is delivered in connection with and pursuant to a certain Securities Purchase Agreement dated as of even date herewith (as the same may be amended, modified, restated and/or supplemented from time to time, the “Securities Purchase Agreement”) and that certain Security Agreement delivered in connection therewith (the “Security Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement. No person to whom this Power of Attorney is presented, as authority for Attorney to take any action or actions contemplated hereby, shall be required to inquire into or seek confirmation from Grantor as to the authority of Attorney to take any action described below, or as to the existence of or fulfillment of any condition to this Power of Attorney, which is intended to grant to Attorney unconditionally the authority to take and perform the actions contemplated herein, and Grantor irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity which acts in reliance upon or acknowledges the authority granted under this Power of Attorney. The power of attorney granted hereby is coupled with an interest, and may not be revoked or canceled by Grantor without Attorney’s written consent. Grantor hereby irrevocably constitutes and appoints Attorney (and all officers, employees or agents designated by Attorney), with full power of substitution, as Grantor’s true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Grantor and in the name of Grantor or in its own name, from time to time in Attorney’s discretion, to take any and all appropriate action and to execute and deliver any and all documents and instruments which may be necessary or desirable to accomplish the purposes of the Securities Purchase Agreement, the Security Agreement and any and all agreements, documents and instruments executed, delivered or filed in connection therewith from time to time (collectively, the “Transaction Documents”) and, without limiting the generality of the foregoing, Grantor hereby grants to Attorney the power and right, on behalf of Grantor, without notice to or assent by Grantor, and at any time, to do the following:

FORM OF POWER OF ATTORNEY. This Power of Attorney is executed and delivered by GulfMark Offshore, Inc., a Delaware corporation (“Grantor”), to U.S. [Gulfmark Rederi AS, a limited company organized under the laws of Norway corporation] [DNB Bank National Association as Agent for itself and Purchasers as such term is defined in the Securities Purchase Agreement ASA]5 (hereinafter referred to below (as “Attorney”). This Power of Attorney is delivered in connection with and pursuant to , as a certain Securities Purchase Agreement Secured Party under a Credit Agreement, dated as of even date herewith (as the same may be amended[May __], modified, restated and/or supplemented from time to time, the “Securities Purchase Agreement”) 2017 and that certain Security Agreement delivered in connection therewith other related documents (the “Security AgreementLoan Documents”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement. No person to whom this Power of Attorney is presented, as authority for Attorney to take any action or actions contemplated hereby, shall be required to inquire into or seek confirmation from Grantor as to the authority of Attorney to take any action described below, or as to the existence of or fulfillment of any condition to this Power of Attorney, which is intended to grant to Attorney unconditionally the authority to take and perform the actions contemplated herein, and Grantor irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity which acts in reliance upon or acknowledges the authority granted under this Power of Attorney. The power of attorney granted hereby is coupled with an interest, and may not be revoked or canceled by Grantor without Attorney’s written consent. Grantor hereby irrevocably constitutes and appoints Attorney (and all officers, employees or agents designated by Attorney), with full power of substitution, as Grantor’s true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Grantor and in the name of Grantor or in its own name, from time to time in Attorney’s discretion, to take any and all appropriate action and to execute and deliver any and all documents and instruments which may be necessary or desirable to accomplish the purposes of the Securities Purchase Agreement, the Security Agreement and any and all agreements, documents and instruments executed, delivered or filed in connection therewith from time to time (collectively, the “Transaction Loan Documents”) and, without . Without limiting the generality of the foregoing, Grantor hereby grants to Attorney the power and right, on behalf of Grantor, without notice to or assent by Grantor, and at any time to: (a) change the mailing address of Grantor, open a post office box on behalf of Grantor, open mail for Grantor, and ask, demand, collect, give acquittances and receipts for, take possession of, endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, and notices in connection with any property of Grantor; (b) effect any repairs to any asset of Grantor, or continue or obtain any insurance and pay all or any part of the premiums therefore and costs thereof, and make, settle and adjust all claims under such policies of insurance, and make all determinations and decisions with respect to such policies; (c) pay or discharge any taxes, liens, security interests, or other encumbrances levied or placed on or threatened against Grantor or its property; (d) defend any suit, action or proceeding brought against Grantor if Grantor does not defend such suit, action or proceeding or if Attorney believes that Grantor is not pursuing such defense in a manner that will maximize the recovery to Attorney, and settle, compromise or adjust any suit, action, or proceeding described above and, in connection therewith, give such discharges or releases as Attorney may deem appropriate; (e) file or prosecute any claim, litigation, suit or proceeding in any court of competent jurisdiction or before any arbitrator, or take any other action otherwise deemed appropriate by Attorney for the purpose of collecting any and all such moneys due to Grantor whenever payable and to enforce any other right in respect of Grantor’s property; (f) cause the certified public accountants then engaged by Grantor to prepare and deliver to Attorney at any time and from time to time, promptly upon Attorney’s request, the following reports: (1) a reconciliation of all accounts, (2) an aging of all accounts, (3) trial balances, (4) test verifications of such accounts as Attorney may request, and (5) the results of each physical verification of inventory; (g) communicate in its own name with any party to any Contract with regard to the assignment of the right, title and interest of such Grantor in and under the Contracts and other matters relating thereto; (h) to file such financing statements with respect to the Credit Agreement, with or without Grantor’s signature, or to file a photocopy of the Credit Agreement in substitution for a financing statement, as the Attorney may deem appropriate and to execute in Grantor’s name such financing statements and amendments thereto and continuation statements which may require the Grantor’s signature; and (i) execute, in connection with any sale provided for in any Loan Document, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral in which a security interest has been granted by Grantor to Attorney and to otherwise direct such sale or resale, all as though Attorney were the absolute owner of the property of Grantor for all purposes. Grantor further grants to Attorney the power and right, on behalf of Grantor, to do, at Attorney’s option and Grantor’s expense, at any time or from time to time, all acts and other things that Attorney reasonably deems necessary to perfect, preserve, or realize upon Grantor’s property or assets and Attorney’s Liens thereon, all as fully and effectively as Grantor might do. Grantor hereby ratifies, to the extent permitted by law, all that said Attorney shall lawfully do the following:or cause to be done by virtue hereof. (Signature pages to follow.) 5 Select applicable Attorney.

FORM OF POWER OF ATTORNEY. This Power of Attorney is executed and delivered by ___________________, a ______________________ (“"Grantor”"), to U.S. Bank National Association Northeast Industrial Partners, LLC as Agent for itself and Purchasers as such term is defined in the Securities Purchase Agreement referred to below (“"Attorney”"). This Power of Attorney is delivered in connection with and pursuant to a certain Securities Purchase Agreement dated as of even date herewith (as the same may be amended, modified, restated and/or supplemented from time to time, the “"Securities Purchase Agreement”") and that certain Security Agreement delivered in connection therewith (the “"Security Agreement”"). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement. No person to whom this Power of Attorney is presented, as authority for Attorney to take any action or actions contemplated hereby, shall be required to inquire into or seek confirmation from Grantor as to the authority of Attorney to take any action described below, or as to the existence of or fulfillment of any condition to this Power of Attorney, which is intended to grant to Attorney unconditionally the authority to take and perform the actions contemplated herein, and Grantor irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity which acts in reliance upon or acknowledges the authority granted under this Power of Attorney. The power of attorney granted hereby is coupled with an interest, and may not be revoked or canceled by Grantor without Attorney’s 's written consent. Grantor hereby irrevocably constitutes and appoints Attorney (and all officers, employees or agents designated by Attorney), with full power of substitution, as Grantor’s 's true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Grantor and in the name of Grantor or in its own name, from time to time in Attorney’s 's discretion, to take any and all appropriate action and to execute and deliver any and all documents and instruments which may be necessary or desirable to accomplish the purposes of the Securities Purchase Agreement, the Security Agreement and any and all agreements, documents and instruments executed, delivered or filed in connection therewith from time to time (collectively, the “"Transaction Documents”") and, without limiting the generality of the foregoing, Grantor hereby grants to Attorney the power and right, on behalf of Grantor, without notice to or assent by Grantor, and at any time, to do the following:

FORM OF POWER OF ATTORNEY. This Power of Attorney is executed and delivered by [Advance Funding Corporation or ADVP Management L.P. ("XYZ"), a as the [SELLER/SERVICER] under the Purchase Agreement (“Grantor”each as defined below), to U.S. Bank National Association General Electric Capital Corporation, as Administrative Agent for itself and Purchasers as such term is defined in under the Securities Purchase Agreement (hereinafter referred to below (“as "Attorney”"). This Power of Attorney is delivered in connection with and , pursuant to a that certain Securities Receivables Purchase and Servicing Agreement dated as of even date herewith December 10, 2001 (as the same may be amended"Purchase Agreement"), modified, restated and/or supplemented from time to timeby and among XYZ, the “Securities Purchase Agreement”) other parties thereto and that certain Security Agreement delivered in connection therewith (Attorney and the “Security Agreement”)other Related Documents. Capitalized terms used but herein and not otherwise defined herein shall have the meanings assigned ascribed to such terms them in the Security Purchase Agreement. No person to whom this Power of Attorney is presented, as authority for Attorney to take any action or actions contemplated hereby, shall be required to inquire into or seek confirmation from Grantor XYZ as to the authority of Attorney to take any action described below, or as to the existence of or fulfillment of any condition to this Power of Attorney, which is intended to grant to Attorney unconditionally the authority to take and perform the actions contemplated herein, and Grantor XYZ irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity which that acts in reliance upon or acknowledges the authority granted under this Power of Attorney. The power of attorney granted hereby is coupled with an interest, interest and may not be revoked or canceled cancelled by Grantor without Attorney’s XYZ until all Seller Secured Obligations under the Related Documents have been indefeasibly paid in full and Attorney has provided its written consentconsent thereto. Grantor XYZ hereby irrevocably constitutes and appoints Attorney (and all officers, employees or agents designated by Attorney), with full power of substitution, as Grantor’s its true and lawful attorney-in-fact with full irrevocable power and authority in the its place and stead of Grantor and in the its name of Grantor or in its Attorney's own name, from time to time in Attorney’s 's discretion, to take any and all appropriate action and to execute and deliver any and all documents and instruments which that may be necessary or desirable to accomplish the purposes of the Securities Purchase this Agreement, the Security Agreement and any and all agreements, documents and instruments executed, delivered or filed in connection therewith from time to time (collectively, the “Transaction Documents”) and, without limiting the generality of the foregoing, Grantor hereby grants to Attorney the power and right, on behalf of Grantorits behalf, without notice to or assent by Grantorit, upon the occurrence and at during the continuance of any timeTermination Event, to do the following:: (a) open mail for it, and ask, demand, collect, give acquittances and receipts for, take possession of, or endorse and receive payment of, any checks, drafts, notes, acceptances, or other instruments for the payment of moneys due, and sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, and notices in connection with any of its property; (b) effect any repairs to any of its assets, or continue or obtain any insurance and pay all or any part of the premiums therefor and costs thereof, and make, settle and adjust all claims under such policies of insurance, and make all determinations and decisions with respect to such policies; (c) pay or discharge any taxes, Liens, or other encumbrances levied or placed on or threatened against it or its property; (d) defend any suit, action or proceeding brought against it if it does not defend such suit, action or proceeding or if Attorney believes that it is not pursuing such defense in a manner that will maximize the recovery to Attorney, and settle, compromise or adjust any suit, action, or proceeding described above and, in connection therewith, give such discharges or releases as Attorney may deem appropriate; (e) file or prosecute any claim, Litigation, suit or proceeding in any court of competent jurisdiction or before any arbitrator, or take any other action otherwise deemed appropriate by Attorney for the purpose of collecting any and all such moneys due to it whenever payable and to enforce any other right in respect of its property; (f) sell, transfer, pledge, make any agreement with respect to, or otherwise deal with, any of its property, and execute, in connection with such sale or action, any endorsements, assignments or other instruments of conveyance or transfer in connection therewith; and (g) cause the certified public accountants then engaged by it to prepare and deliver to Attorney at any time and from time to time, promptly upon Attorney's request, any and all financial statements or other reports required to be delivered by or on behalf of XYZ under the Related Documents, all as though Attorney were the absolute owner of its property for all purposes, and to do, at Attorney's option and its expense, at any time or from time to time, all acts and other things that Attorney reasonably deems necessary to perfect, preserve, or realize upon its property or assets and the Purchaser's Liens thereon, all as fully and effectively as it might do. XYZ hereby ratifies, to the extent permitted by law, all that said attorneys shall lawfully do or cause to be done by virtue hereof.

FORM OF POWER OF ATTORNEY. This Power of Attorney is executed and delivered by each of the undersigned Grantors (each a “Grantor” and collectively, a the “Grantors”) in favor of UNIVISION RECEIVABLES CO., LLC (“GrantorSPV”), to U.S. Bank National Association the Servicer and the Purchaser Agent or such Successor Servicer as the SPV or the Purchaser Agent for itself and Purchasers as may designate herein (the Purchaser Agent, the Servicer, the SPV or such term is defined in Successor Servicer, the Securities Purchase Agreement referred to below (“Attorney”). This Power of Attorney is delivered in connection with and ) pursuant to a that certain Securities Purchase Amended and Restated Receivables Sale Agreement dated as of even date herewith June 28, 2013 (as the same may from time to time be amended, restated, supplement or otherwise modified, restated and/or supplemented from time to time, the “Securities Purchase Agreement”) and that certain Security Agreement delivered in connection therewith (the “Security Sale Agreement”), by and among the Grantors (as Originators and together with any other Originators) and the Buyers. Capitalized terms used but herein and not otherwise defined herein shall have the meanings assigned ascribed to such terms them in the Security Sale Agreement. No person to whom this Power of Attorney is presented, as authority for Attorney to take any action or actions contemplated hereby, shall be required to inquire into or seek confirmation from any Grantor as to the authority of Attorney to take any action described below, or as to the existence of or fulfillment of any condition to this Power of Attorney, which is intended to grant to Attorney unconditionally the authority to take and perform the actions contemplated herein, and each Grantor irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity which that acts in reliance upon or acknowledges the authority granted under this Power of Attorney. The power of attorney granted hereby is coupled with an interest, interest and may not be revoked or canceled cancelled by any Grantor without Attorney’s until all Transferred Receivables under the Sale Agreement have been indefeasibly paid in full and/or written-off as uncollectible and Attorney has provided its written consentconsent thereto. The Purchaser Agent may terminate the right of any other Attorney hereunder at any time upon written notice of such termination to such Attorney and the Grantors. Each Grantor hereby irrevocably constitutes and appoints Attorney (and all officers, employees or agents designated by Attorney), with full power of substitution, as Grantor’s its true and lawful attorney-in-attorney in fact with full irrevocable power and authority in the its place and stead of Grantor and in the its name of Grantor or in its Attorney’s own name, from time to time in Attorney’s discretion, to take any and all appropriate action and to execute and deliver any and all documents and instruments which that may be necessary or desirable to accomplish the purposes of the Securities Purchase Sale Agreement, the Security Agreement and any and all agreements, documents and instruments executed, delivered or filed in connection therewith from time to time (collectively, the “Transaction Documents”) and, without limiting the generality of the foregoing, Grantor hereby grants to Attorney the power and right, on behalf of Grantorits behalf, without notice to or assent by Grantorit, upon the occurrence and at during the continuance of any timeTermination Event, to do the following:: (a) open mail for it, and ask, demand, collect, give acquittances and receipts for, take possession of, or endorse and receive payment of, any checks, drafts, notes, acceptances, or other instruments for the payment of moneys due in respect of Transferred Receivables, issue invoices in respect of Unbilled Receivables, and sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, and notices in connection with any Transferred Receivable or other Seller Assets; (b) pay or discharge any taxes, Liens, or other encumbrances levied or placed on or threatened against any Seller Assets; (c) defend any suit, action or proceeding brought against it or any Seller Assets if such Grantor does not defend such suit, action or proceeding or if Attorney believes that it is not pursuing such defense in a manner that will maximize the recovery to Attorney, and settle, compromise or adjust any suit, action, or proceeding described above and, in connection therewith, give such discharges or releases as Amended and Restated Receivables Sale Agreement Attorney may deem appropriate; (d) file or prosecute any claim, Litigation, suit or proceeding in any court of competent jurisdiction or before any arbitrator, or take any other action otherwise deemed appropriate by Attorney for the purpose of collecting any and all such moneys due with respect to any Transferred Receivable or other Seller Assets or otherwise with respect to the Related Documents whenever payable and to enforce any other right in respect of its property; (e) sell, transfer, pledge, make any agreement with respect to, or otherwise deal with, any Transferred Receivables or other Seller Assets, and execute, in connection with such sale or action, any endorsements, assignments or other instruments of conveyance or transfer in connection therewith; and (g) cause the certified public accountants then engaged by it to prepare and deliver to Attorney at any time and from time to time, promptly upon Attorney’s request, any and all financial statements or other reports required to be delivered by or on behalf of such Grantor under the Related Documents, all as though Attorney were the absolute owner of its property for all purposes, and to do, at Attorney’s option and its expense, at any time or from time to time, all acts and other things that Attorney reasonably deems necessary to perfect, preserve, or realize upon the Transferred Receivables and the SPV’s interests therein, all as fully and effectively as it might do. Each Grantor hereby ratifies, to the extent permitted by law, all that said attorneys shall lawfully do or cause to be done by virtue hereof. Amended and Restated Receivables Sale Agreement

FORM OF POWER OF ATTORNEY. This Power of Attorney is executed and delivered by , a (“"Grantor”"), to U.S. Bank National Association Northeast Industrial Partners, LLC as Agent for itself and Purchasers as such term is defined in the Securities Purchase Agreement referred to below (“"Attorney”"). This Power of Attorney is delivered in connection with and pursuant to a certain Securities Purchase Agreement dated as of even date herewith (as the same may be amended, modified, restated and/or supplemented from time to time, the “"Securities Purchase Agreement”") and that certain Security Agreement delivered in connection therewith (the “"Security Agreement”"). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement. No person to whom this Power of Attorney is presented, as authority for Attorney to take any action or actions contemplated hereby, shall be required to inquire into or seek confirmation from Grantor as to the authority of Attorney to take any action described below, or as to the existence of or fulfillment of any condition to this Power of Attorney, which is intended to grant to Attorney unconditionally the authority to take and perform the actions contemplated herein, and Grantor irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity which acts in reliance upon or acknowledges the authority granted under this Power of Attorney. The power of attorney granted hereby is coupled with an interest, and may not be revoked or canceled by Grantor without Attorney’s 's written consent. Grantor hereby irrevocably constitutes and appoints Attorney (and all officers, employees or agents designated by Attorney), with full power of substitution, as Grantor’s 's true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Grantor and in the name of Grantor or in its own name, from time to time in Attorney’s 's discretion, to take any and all appropriate action and to execute and deliver any and all documents and instruments which may be necessary or desirable to accomplish the purposes of the Securities Purchase Agreement, the Security Agreement and any and all agreements, documents and instruments executed, delivered or filed in connection therewith from time to time (collectively, the “"Transaction Documents”") and, without limiting the generality of the foregoing, Grantor hereby grants to Attorney the power and right, on behalf of Grantor, without notice to or assent by Grantor, and at any time, to do the following:

FORM OF POWER OF ATTORNEY. This Power of Attorney is executed and delivered by , a (“Grantor”), to U.S. Bank National Association XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Collateral Agent for itself and Purchasers the other Secured Parties as such term is defined in the Securities Purchase Agreement Indenture referred to below (“Attorney”). This Power of Attorney is delivered in connection with and pursuant to a certain Securities Purchase Agreement Indenture dated as of even date herewith among New Enterprise Stone and Lime Co., Inc., as issuer, and Xxxxx Fargo Bank, National Association, as trustee and collateral agent (as the same may be amended, modified, restated and/or supplemented from time to time, the “Securities Purchase AgreementIndenture”) and that certain Security Agreement delivered in connection therewith (the “Security Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement. No person to whom this Power of Attorney is presented, as authority for Attorney to take any action or actions contemplated hereby, shall be required to inquire into or seek confirmation from Grantor as to the authority of Attorney to take any action described below, or as to the existence of or fulfillment of any condition to this Power of Attorney, which is intended to grant to Attorney unconditionally the authority to take and perform the actions contemplated herein, and Grantor irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity which acts in reliance upon or acknowledges the authority granted under this Power of Attorney. The power of attorney granted hereby is coupled with an interest, and may not be revoked or canceled by Grantor without Attorney’s written consent. Grantor hereby irrevocably constitutes and appoints Attorney (and all officers, employees or agents designated by Attorney), with full power of substitution, as Grantor’s true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Grantor and in the name of Grantor or in its own name, from time to time in Attorney’s discretion, to take any and all appropriate action and to execute and deliver any and all documents and instruments which may be necessary or desirable to accomplish the purposes of the Securities Purchase AgreementIndenture, the Security Agreement and any and all Mortgages, agreements, documents and instruments executed, delivered or filed in connection therewith from time to time (collectively, the “Transaction Security Documents”) and, without limiting the generality of the foregoing, Grantor hereby grants to Attorney the power and right, on behalf of Grantor, without notice to or assent by Grantor, and at any time, to do the following:

FORM OF POWER OF ATTORNEY. This Power of Attorney is executed and delivered by ___________________, a ______________________ (“Grantor”), to U.S. Bank National Association as Agent for itself and Purchasers as such term is defined in the Securities Purchase Amended and Restated Security Agreement referred to below (“Attorney”). This Power of Attorney is delivered in connection with and pursuant to a certain Securities Purchase Security Agreement dated as of even date herewith (as the same may be amended, modified, restated and/or supplemented from time to time, the “Securities Purchase Agreement”) and that certain Security Agreement delivered in connection therewith (the “Security Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement. No person to whom this Power of Attorney is presented, as authority for Attorney to take any action or actions contemplated hereby, shall be required to inquire into or seek confirmation from Grantor as to the authority of Attorney to take any action described below, or as to the existence of or fulfillment of any condition to this Power of Attorney, which is intended to grant to Attorney unconditionally the authority to take and perform the actions contemplated herein, and Grantor irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity which acts in reliance upon or acknowledges the authority granted under this Power of Attorney. The power of attorney granted hereby is coupled with an interest, and may not be revoked or canceled by Grantor without Attorney’s written consent. Grantor hereby irrevocably constitutes and appoints Attorney (and all officers, employees or agents designated by Attorney), with full power of substitution, as Grantor’s true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Grantor and in the name of Grantor or in its own name, from time to time in Attorney’s discretion, to take any and all appropriate action and to execute and deliver any and all documents and instruments which may be necessary or desirable to accomplish the purposes of the Securities Purchase Agreement (as defined in the Security Agreement), the Security Agreement and any and all agreements, documents and instruments executed, delivered or filed in connection therewith from time to time (collectively, the “Transaction Documents”) and, without limiting the generality of the foregoing, Grantor hereby grants to Attorney the power and right, on behalf of Grantor, without notice to or assent by Grantor, and at any time, to do the following:: change the mailing address of Grantor, open a post office box on behalf of Grantor, open mail for Grantor, and ask, demand, collect, give acquittances and receipts for, take possession of, endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, and notices in connection with any property of Grantor; receive, endorse Grantor’s name on, and collect, any checks, notes, acceptances, money orders, drafts and any other forms of payment or security payable to Grantor, and hold all amounts or proceeds so received or collected as cash collateral in a restricted account for the benefit of the Purchasers, or apply such amounts or proceeds to the Secured Obligations in accordance with the terms of the Securities Purchase Agreements; effect any repairs to any asset of Grantor, or continue or obtain any insurance and pay all or any part of the premiums therefor and costs thereof, and make, settle and adjust all claims under such policies of insurance, and make all determinations and decisions with respect to such policies; pay or discharge any taxes, liens, security interests, or other encumbrances levied or placed on or threatened against Grantor or its property; defend any suit, action or proceeding brought against Grantor if Grantor does not defend such suit, action or proceeding or if Attorney believes that Grantor is not pursuing such defense in a manner that will maximize the recovery to Attorney, and settle, compromise or adjust any suit, action, or proceeding described above and, in connection therewith, give such discharges or releases as Attorney may deem appropriate; file or prosecute any claim, litigation, suit or proceeding in any court of competent jurisdiction or before any arbitrator, or take any other action otherwise deemed appropriate by Attorney for the purpose of collecting any and all such moneys due to Grantor whenever payable and to enforce any other right in respect of Grantor’s property; cause the certified public accountants then engaged by Grantor to prepare and deliver to Attorney at any time and from time to time, promptly upon Attorney’s request, the following reports: (i) a reconciliation of all accounts, (ii) an aging of all accounts, (iii) trial balances, (iv) test verifications of such accounts as Attorney may request, and (v) the results of each physical verification of inventory; communicate in its own name with any party to any contract with regard to the assignment of the right, title and interest of Grantor in and under the contracts and other matters relating thereto; to the extent that Grantor’s authorization given in the Security Agreement is not sufficient, to file such financing statements with respect to the Security Agreement as Attorney may deem appropriate and to execute in Grantor’s name such financing statements and amendments thereto and continuation statements which may require the Grantor’s signature; to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and execute, deliver and/or record, as applicable, in connection with any sale or other remedy provided for in any Transaction Document, any endorsements, assignments or other applications for or instruments of conveyance or transfer with respect to the Collateral and to otherwise direct such sale or resale, all as though Attorney were the absolute owner of the property of Grantor for all purposes, and to do, at Attorney’s option and Grantor’s expense, at any time or from time to time, all acts and other things that Attorney reasonably deems necessary to perfect, preserve, or realize upon Grantor’s property or assets and Attorney’s liens thereon, all as fully and effectively as Grantor might do. Grantor hereby ratifies, to the extent permitted by law, all that Attorney shall lawfully do or cause to be done by virtue hereof. Without limiting the generality of the foregoing, Attorney is specifically authorized to execute and file any applications for or instruments of transfer and assignment of any patents, trademarks, copyrights or other Intellectual Property with the United States Patent and Trademark Office and the United States Copyright Office.

FORM OF POWER OF ATTORNEY. This Power of Attorney is executed and delivered by Rexnord Funding LLC, a as Borrower, (“Grantor”) under the Funding Agreement (as defined below), to U.S. Bank National Association Mizuho Bank, Ltd., as Administrative Agent for itself and Purchasers as such term is defined in under the Securities Purchase Funding Agreement (hereinafter referred to below (as “Attorney”). This Power of Attorney is delivered in connection with and , pursuant to a that certain Securities Purchase Receivables Funding and Administration Agreement dated as of even date herewith September 25, 2020 (as the same may be amended, modifiedrestated, restated and/or supplemented or otherwise modified from time to time, the “Securities Purchase Agreement”) and that certain Security Agreement delivered in connection therewith (the “Security Funding Agreement”), by and among Grantor, the other parties thereto and Attorney and the other Related Documents. Capitalized terms used but herein and not otherwise defined herein shall have the meanings assigned ascribed to such terms them in the Security Funding Agreement. No person to whom this Power of Attorney is presented, as authority for Attorney to take any action or actions contemplated hereby, shall be required to inquire into or seek confirmation from Grantor as to the authority of Attorney to take any action described below, or as to the existence of or fulfillment of any condition to this Power of Attorney, which is intended to grant to Attorney unconditionally the authority to take and perform the actions contemplated herein, and Grantor irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity which that acts in reliance upon or acknowledges the authority granted under this Power of Attorney. The power of attorney granted hereby is coupled with an interest, interest and may not be revoked or canceled cancelled by Grantor without Attorney’s until all Borrower Obligations under the Related Documents have been indefeasibly paid in full and Attorney has provided its written consentconsent thereto. Grantor hereby irrevocably constitutes and appoints Attorney (and all officers, employees or agents designated by Attorney), with full power of substitution, as Grantor’s its true and lawful attorney-in-attorney in fact with full irrevocable power and authority in the its place and stead of Grantor and in the its name of Grantor or in its Attorney’s own name, from time to time in Attorney’s discretion, to take any and all appropriate action and to execute and deliver any and all documents and instruments which that may be necessary or desirable to accomplish the purposes of the Securities Purchase Funding Agreement, the Security Agreement and any and all agreements, documents and instruments executed, delivered or filed in connection therewith from time to time (collectively, the “Transaction Documents”) and, without limiting the generality of the foregoing, Grantor hereby grants to Attorney the power and right, on behalf of Grantorits behalf, without notice to or assent by Grantorit, upon the occurrence and at during the continuance of any timeTermination Event, to do the following:: (a) open mail for it, and ask, demand, collect, give acquaintances and receipts for, take possession of, or endorse and receive payment of, any checks, drafts, notes, acceptances, or other instruments for the payment of moneys due in respect of Transferred Receivables, and sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, and notices in connection with any Borrower Collateral; (b) pay or discharge any taxes, Liens, or other encumbrances levied or placed on or threatened against any Borrower Collateral; (c) defend any suit, action or proceeding brought against it or any Borrower Collateral if the Grantor does not defend such suit, action or proceeding or if Attorney believes that it is not pursuing such defense in a manner that will maximize the recovery to Attorney, and settle, compromise or adjust any suit, action, or proceeding described above and, in connection therewith, give such discharges or releases as Attorney may deem appropriate; (d) file or prosecute any claim, Litigation, suit or proceeding in any court of competent jurisdiction or before any arbitrator, or take any other action otherwise deemed appropriate by Attorney for the purpose of collecting any and all such moneys due with respect to any Borrower Collateral or otherwise with respect to the Related Documents whenever payable and to enforce any other right in respect of its property; (e) sell, transfer, pledge, make any agreement with respect to, or otherwise deal with, any Borrower Collateral, and execute, in connection with such sale or action, any endorsements, assignments or other instruments of conveyance or transfer in connection therewith; and (f) cause the certified public accountants then engaged by it to prepare and deliver to Attorney at any time and from time to time, promptly upon Attorney’s request, any and all financial statements or other reports required to be delivered by or on behalf of Grantor under the Related Documents, all as though Attorney were the absolute owner of its property for all purposes, and to do, at Attorney’s option and its expense, at any time or from time to time, all acts and other things that Attorney reasonably deems necessary to perfect, preserve, or realize upon the Borrower Collateral and the Lenders’ Liens thereon, all as fully and effectively as it might do. Grantor hereby ratifies, to the extent permitted by law, all that said attorneys shall lawfully do or cause to be done by virtue hereof.

FORM OF POWER OF ATTORNEY. This Power of Attorney is executed and delivered by ___________________, a ______________________ (“"Grantor”"), to U.S. Bank National Association TSX Trust Company as Agent Trustee for itself and Purchasers Holders as such term is defined in the Securities Purchase Agreement Trust Indenture referred to below (“"Attorney”"). This Power of Attorney is delivered in connection with and pursuant to a certain Securities Purchase Agreement Trust Indenture dated as of even date herewith (as the same may be amended, modified, restated and/or supplemented from time to time, the “Securities Purchase Agreement”"Trust Indenture") and that certain Security Agreement delivered in connection therewith (the “"Security Agreement”"). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement. No person to whom this Power of Attorney is presented, as authority for Attorney to take any action or actions contemplated hereby, shall be required to inquire into or seek confirmation from Grantor as to the authority of Attorney to take any action described below, or as to the existence of or fulfillment of any condition to this Power of Attorney, which is intended to grant to Attorney unconditionally the authority to take and perform the actions contemplated herein, and Grantor irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity which acts in reliance upon or acknowledges the authority granted under this Power of Attorney. The power of attorney granted hereby is coupled with an interest, and may not be revoked or canceled by Grantor without Attorney’s 's written consent. Grantor hereby irrevocably constitutes and appoints Attorney (and all officers, employees or agents designated by Attorney), with full power of substitution, as Grantor’s 's true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Grantor and in the name of Grantor or in its own name, from time to time in Attorney’s 's discretion, to take any and all appropriate action and to execute and deliver any and all documents and instruments which may be necessary or desirable to accomplish the purposes of the Securities Purchase AgreementTrust Indenture, the Security Agreement and any and all agreements, documents and instruments executed, delivered or filed in connection therewith from time to time (collectively, the “Transaction Documents”"Security Agreements") and, without limiting the generality of the foregoing, Grantor hereby grants to Attorney the power and right, on behalf of Grantor, without notice to or assent by Grantor, and at any time, to do the following:

FORM OF POWER OF ATTORNEY. This Power of Attorney is executed entered into this day of , 2012 (the “Closing Date”) by and delivered by between , a (“GrantorBuyer”), and , a , (the “Seller”). Buyer, Seller and certain other parties have entered into that certain Community Pharmacy and Mail Business Purchase Agreement, dated as of February 1, 2012 (the “Agreement”). All capitalized terms not otherwise defined herein will have the respective meanings set forth in the Agreement. In consideration of the Agreement, covenants and agreements therein contained, the Seller hereby grants Buyer full power and authority to use and operate under each of the Pharmacy Permits and DEA Registrations related to the Business that are listed on Schedule A (the “Transferable Permits”), to U.S. Bank National Association as Agent for itself the extent permitted by applicable law, rule or regulation and Purchasers as such term is defined in to the Securities Purchase Agreement referred extent necessary to below enable Buyer to conduct the Business while Buyer seeks to replace each Transferable Permit with its own license, registration, or permit (the “AttorneyNew Permits”). This Buyer agrees to notify Seller in writing within five (5) days after receipt of each New Permit. Effective as of the Effective Time, the Seller does hereby nominate, constitute and appoint Buyer as the true and lawful Attorney-in-Fact for Seller in the name, place and stead and hereby gives and grants unto Buyer full power and authority to operate and otherwise conduct the Business with full use and enjoyment of the Transferable Permits issued to the Seller and does hereby give and grant unto Buyer full power and authority to represent to third parties said authority to execute all necessary forms and other instruments which require the use of the Transferable Permits to perform any act which shall be required by or be incidental to the full use and enjoyment of the Transferable Permits; provided, that this Power of Attorney is delivered in connection shall terminate and be void and of no further force or effect immediately upon the first to occur of the following (i) ninety (90) days after the Closing Date, or (ii) with and pursuant respect to a certain Securities Purchase Agreement dated as of even date herewith (as the same may be amended, modified, restated and/or supplemented from time to timean individual Transferred Permit, the issuance to Buyer (or any of its Affiliates) of the applicable New Permit. In accordance with the requirements of the U.S. Drug Enforcement Administration (“Securities Purchase Agreement”) and that certain Security Agreement delivered in connection therewith (the “Security AgreementDEA”). Capitalized terms used but not otherwise defined herein shall have , Seller acknowledges that Seller remains liable for actions taken by Buyer during the meanings assigned to such terms in the Security Agreement. No person to whom period this Power of Attorney is presentedin effect. However, Buyer agrees to indemnify and hold harmless Seller against any and all claims, causes of action by or liability to the DEA, any state board of pharmacy or other third parties arising from or relating to the use of the Transferrable Permits or any other actions taken pursuant to this Power of Attorney by Buyer, its agents or representatives. It is recognized that, from and after the Effective Time, so long as authority for Attorney to take any action or actions contemplated hereby, said power shall be required in effect, Buyer shall, without further action on the part of the Sellers, become irrevocably vested with the power granted herein and that the Seller does hereby renounce the right to inquire into or seek confirmation from Grantor as to the authority revoke this Power of Attorney or any of the power hereby confirmed upon Buyer. Seller also renounces, effective as of the Effective Time, all rights in its part to take any action described below, or as exercise the powers which Buyer is hereby authorized to the existence of or fulfillment of any condition perform pursuant to this Power of Attorney, which is intended to grant to Attorney unconditionally the authority to take and perform the actions contemplated herein, and Grantor irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity which acts in reliance upon or acknowledges the authority granted under this Power of Attorney. The power of attorney granted hereby is coupled with an interest, and may not be revoked or canceled by Grantor without Attorney’s written consent. Grantor hereby irrevocably constitutes and appoints Attorney (and all officers, employees or agents designated by Attorney), with full power of substitution, as Grantor’s true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Grantor and in the name of Grantor or in its own name, from time to time in Attorney’s discretion, to take any and all appropriate action and to execute and deliver any and all documents and instruments which may be necessary or desirable to accomplish the purposes of the Securities Purchase Agreement, the Security Agreement and any and all agreements, documents and instruments executed, delivered or filed in connection therewith from time to time (collectively, the “Transaction Documents”) and, without limiting the generality of the foregoing, Grantor hereby grants to Attorney the power and right, on behalf of Grantor, without notice to or assent by Grantor, and at any time, to do the following:.

FORM OF POWER OF ATTORNEY. This Power of Attorney is executed and delivered by , a , (“Grantor”), to U.S. Bank National Association as Agent for itself and Purchasers as such term is defined in the Securities Purchase Agreement referred to below Secured Party (“Attorney”). This Power of Attorney is delivered in connection with and pursuant to a certain Securities Purchase Agreement Note dated [as of even date herewith herewith] (as the same may be amended, modified, restated and/or supplemented from time to time, the “Securities Purchase AgreementNote”) and that certain Security Agreement delivered in connection therewith (the “Security Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement. No person or entity to whom this Power of Attorney is presented, as authority for Attorney to take any action or actions contemplated hereby, shall be required to inquire into or seek confirmation from Grantor as to the authority of Attorney to take any action described below, or as to the existence of or fulfillment of any condition to this Power of Attorney, which is intended to grant to Attorney unconditionally the authority to take and perform the actions contemplated herein, and Grantor irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity which acts in reliance upon or acknowledges the authority granted under this Power of Attorney. The power of attorney granted hereby is coupled with an interest, and may not be revoked or canceled by Grantor without Attorney’s ’ s written consent. Grantor hereby irrevocably constitutes and appoints Attorney (and all officers, employees or agents designated by Attorney), with full power of substitution, as Grantor’s true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Grantor and in the name of Grantor or in its own name, from time to time in Attorney’s discretion, to take any and all appropriate action and to execute and deliver any and all documents and instruments which may be necessary or desirable to accomplish the purposes of the Securities Purchase AgreementNote, the Security Agreement and any and all agreements, documents and instruments executed, delivered or filed in connection therewith from time to time (collectively, the “Transaction Documents”) and, without limiting the generality of the foregoing, Grantor hereby grants to Attorney the power and right, on behalf of Grantor, without notice to or assent by Grantor, and at any time, to do the following:

FORM OF POWER OF ATTORNEY. This Power of Attorney is executed and delivered by , a (“Grantor”), to U.S. Bank National Association MANUFACTURERS AND TRADERS TRUST COMPANY, as Agent for itself and Purchasers the other Secured Parties as such term is defined in the Securities Purchase Credit Agreement referred to below (“Attorney”). This Power of Attorney is delivered in connection with and pursuant to a certain Securities Purchase Credit Agreement dated as of even date herewith herewith, among New Enterprise Stone and Lime Co., Inc., as borrower, the lenders party thereto, and Manufacturers and Traders Trust Company, as administrative agent (as the same may be amended, modified, restated and/or supplemented from time to time, the “Securities Purchase Credit Agreement”) and that certain Security Agreement delivered in connection therewith (the “Security Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement. No person to whom this Power of Attorney is presented, as authority for Attorney to take any action or actions contemplated hereby, shall be required to inquire into or seek confirmation from Grantor as to the authority of Attorney to take any action described below, or as to the existence of or fulfillment of any condition to this Power of Attorney, which is intended to grant to Attorney unconditionally the authority to take and perform the actions contemplated herein, and Grantor irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity which acts in reliance upon or acknowledges the authority granted under this Power of Attorney. The power of attorney granted hereby is coupled with an interest, and may not be revoked or canceled by Grantor without Attorney’s ’ s written consent. Grantor hereby irrevocably constitutes and appoints Attorney (and all officers, employees or agents designated by Attorney), with full power of substitution, as Grantor’s true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Grantor and in the name of Grantor or in its own name, from time to time in Attorney’s discretion, to take any and all appropriate action and to execute and deliver any and all documents and instruments which may be necessary or desirable to accomplish the purposes of the Securities Purchase Credit Agreement, the Security Agreement and any and all agreements, documents and instruments executed, delivered or filed in connection therewith from time to time (collectively, the “Transaction Loan Documents”) and, without limiting the generality of the foregoing, Grantor hereby grants to Attorney the power and right, on behalf of Grantor, without notice to or assent by Grantor, and at any time, to do the following: