Common use of Lender’s Appointment as Attorney-in-Fact Clause in Contracts

Lender’s Appointment as Attorney-in-Fact. On the Closing Date, each Corporate Credit Party shall execute and deliver a Power of Attorney in the form attached as Exhibit E. The power of attorney granted pursuant to the Power of Attorney and all powers granted under any Credit Document are powers coupled with an interest and shall be irrevocable until the Termination Date. The powers conferred on Lender under the Power of Attorney are solely to protect Lender’s interests in the Collateral and shall not impose any duty upon it to exercise any such powers. Lender agrees, except for the powers granted in clause (h) of the Power of Attorney, not to exercise any power or authority granted under the Power of Attorney unless an Event of Default has occurred and is continuing. Each Corporate Credit Party authorizes Lender to file any financing or continuation statement without the signature of Borrowers to the extent permitted by applicable law. NONE OF LENDER OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL BE RESPONSIBLE TO ANY GRANTOR FOR ANY ACT OR FAILURE TO ACT UNDER ANY POWER OF ATTORNEY OR OTHERWISE, EXCEPT IN RESPECT OF DAMAGES ATTRIBUTABLE SOLELY TO THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION, NOR FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES.

Lender’s Appointment as Attorney-in-Fact. On the Closing Date, Borrower and each Corporate other Credit Party executing this Agreement shall execute and deliver a Power of Attorney in the form attached as Exhibit E. The power of attorney granted pursuant to the Power of Attorney and all powers granted under any Credit Loan Document are powers coupled with an interest and shall be irrevocable until the Termination Date. The powers conferred on Lender under the Power of Attorney are solely to protect Lender’s interests in the Collateral and shall not impose any duty upon it to exercise any such powers. Lender agrees, except for the powers granted in clause (h) of the Power of Attorney, agrees not to exercise any power or authority granted under the Power of Attorney unless an Event of Default has occurred and is continuing. Each Corporate Borrower and each other Credit Party executing this Agreement also hereby (i) authorizes Lender to file any financing statements, continuation statements or amendments thereto that (x) indicate the Collateral (1) as all assets of such Credit Party (or any portion of such Credit Party’s assets) or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the Code of such jurisdiction, or (2) as being of an equal or lesser scope or with greater detail, and (y) contain any other information required by Part 5 of Article 9 of the Code for the sufficiency or filing office acceptance of any financing statement, continuation statement or amendment and (ii) ratifies its authorization for Lender to have filed any initial financial statements, or amendments thereto if filed prior to the date hereof. Borrower and each other Credit Party executing this Agreement acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement without the signature prior written consent of Borrowers Lender and agrees that it will not do so without the prior written consent of Lender, subject to such Credit Party’s rights under Section 9-509(d)(2) of the extent permitted by applicable law. NONE OF LENDER OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL BE RESPONSIBLE TO ANY GRANTOR FOR ANY ACT OR FAILURE TO ACT UNDER ANY POWER OF ATTORNEY OR OTHERWISE, EXCEPT IN RESPECT OF DAMAGES ATTRIBUTABLE SOLELY TO THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION, NOR FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGESCode.

Lender’s Appointment as Attorney-in-Fact. On the Closing Date, each Corporate Credit Party Date Debtor shall execute and deliver to Lender a power of attorney (the "Power of Attorney Attorney") substantially in the form attached hereto as Exhibit E. A. The power of attorney granted pursuant to the Power of Attorney and all powers granted under any Credit Document are powers is a power coupled with an interest and shall be irrevocable until the Termination Date. The powers conferred on Lender under the Power of Attorney are solely to protect Lender’s 's interests in the Collateral and shall not impose any duty upon it Lender to exercise any such powers. Lender agrees, except for the powers granted in clause agrees that (ha) of the Power of Attorney, it shall not to exercise any power or authority granted under the Power of Attorney unless an Event of Default has occurred and is continuing. Each Corporate Credit Party authorizes , and (b) Lender to file shall account for any financing moneys received by Lender in respect of any foreclosure on or continuation statement without the signature disposition of Borrowers Collateral pursuant to the extent permitted by applicable lawPower of Attorney provided that Lender shall have no duty as to any Collateral, and Lender shall be accountable only for amounts that it actually receives as a result of the exercise of such powers. NONE OF LENDER OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL BE RESPONSIBLE TO ANY GRANTOR DEBTOR FOR ANY ACT OR FAILURE TO ACT UNDER ANY POWER OF ATTORNEY OR OTHERWISE, EXCEPT IN RESPECT OF DAMAGES ATTRIBUTABLE SOLELY TO THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION, NOR FOR ANY PUNITIVE, PUNITIVE EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES.

Lender’s Appointment as Attorney-in-Fact. On the Closing Date, Borrower and each Corporate other Credit Party executing this Agreement shall execute and deliver a Power of Attorney in the form attached as Exhibit E. I. The power of attorney granted pursuant to the Power of Attorney and all powers granted under any Credit Loan Document are powers coupled with an interest and shall be irrevocable until the Termination Date. The powers conferred on Lender under the Power of Attorney are solely to protect Lender’s 's interests in the Collateral and shall not impose any duty upon it to exercise any such powers. Lender agrees, except for the powers granted in clause agrees and promises that (ha) of the Power of Attorney, it shall not to exercise any power or authority granted under the Power of Attorney unless an Event of Default has occurred and is continuing, (b) Lender shall only exercise the powers granted under the Power of Attorney in respect of Collateral, provided, except as otherwise required by applicable law, Lender shall not have any duty as to any Collateral, and Lender shall be accountable only for amounts that it actually receives as a result of the exercise of such powers. Each Corporate NONE OF LENDER OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL BE RESPONSIBLE TO BORROWER OR ANY OTHER CREDIT PARTY FOR ANY ACT OR FAILURE TO ACT PURSUANT TO THE POWERS GRANTED UNDER THE POWER OF ATTORNEY OR OTHERWISE, EXCEPT FOR ITS OR THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NOR FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES. Borrower and each other Credit Party executing this Agreement also hereby authorizes Lender to file any financing or continuation statement without the signature of Borrowers Borrower or such Credit Party to the extent permitted by applicable law. NONE OF LENDER OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL BE RESPONSIBLE TO ANY GRANTOR FOR ANY ACT OR FAILURE TO ACT UNDER ANY POWER OF ATTORNEY OR OTHERWISE, EXCEPT IN RESPECT OF DAMAGES ATTRIBUTABLE SOLELY TO THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION, NOR FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES.

Lender’s Appointment as Attorney-in-Fact. On the Closing Date, each Corporate Credit Party Borrower shall execute and deliver a Power of Attorney in the form attached as Exhibit E. I. The power of attorney granted pursuant to the Power of Attorney and all powers granted under any Credit Loan Document are powers coupled with an interest and shall be irrevocable until the Termination Date. The powers conferred on Lender under the Power of Attorney are solely to protect Lender’s interests in the Collateral and shall not impose any duty upon it to exercise any such powers. Lender agrees, except for the powers granted in clause (h) of the Power of Attorney, agrees not to exercise any power or authority granted under the Power of Attorney unless an Event of Default has occurred and is continuing. Each Corporate Credit Party Borrower also hereby (i) authorizes Lender to file any financing statements, continuation statements or amendments thereto that (A) indicate the Collateral (1) as all assets of the Borrower (or any portion of Borrower’s assets) or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the Code of such jurisdiction, or (2) as being of an equal or lesser scope or with greater detail, and (B) contain any other information required by Part 5 of Article 9 of the Code for the sufficiency or filing office acceptance of any financing statement, continuation statement or amendment and (ii) ratifies its authorization for Lender to have filed any initial financial statements, or amendments thereto if filed prior to the date hereof. Borrower acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement without the signature prior written consent of Borrowers Lender and agrees that it will not do so without the prior written consent of Lender, subject to Borrower’s rights under Section 9-509(d)(2) of the extent permitted by applicable law. NONE OF LENDER OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL BE RESPONSIBLE TO ANY GRANTOR FOR ANY ACT OR FAILURE TO ACT UNDER ANY POWER OF ATTORNEY OR OTHERWISE, EXCEPT IN RESPECT OF DAMAGES ATTRIBUTABLE SOLELY TO THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION, NOR FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGESCode.

Lender’s Appointment as Attorney-in-Fact. On the Closing Date, date hereof each Corporate Credit Party Grantor shall execute and deliver to Lender a Power power of Attorney attorney (the "POWER OF ATTORNEY") substantially in the form attached hereto as Exhibit E. A. The power of attorney granted pursuant to the Power of Attorney and all powers granted under any Credit Document are powers is a power coupled with an interest and shall be irrevocable until the Termination DateSecured Obligations have been paid in full. The powers conferred on Lender under the Power of Attorney are solely to protect Lender’s 's interests in the Collateral and shall not impose any duty upon it Lender to exercise any such powers. Lender agrees, agrees that (a) except for the powers granted in clause (h) of the Power of Attorney, it shall not to exercise any power or authority granted under the Power of Attorney unless an Event of Default has occurred and is continuing. Each Corporate Credit Party authorizes , and (b) Lender to file shall account for any financing moneys received by Lender in respect of any foreclosure on or continuation statement without the signature disposition of Borrowers Collateral pursuant to the extent permitted by applicable lawPower of Attorney provided that Lender shall not have any duty as to any Collateral, and Lenders shall be accountable only for amounts that it actually receives as a result of the exercise of such powers. NONE OF NEITHER LENDER OR NOR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL BE RESPONSIBLE TO ANY GRANTOR FOR ANY ACT OR FAILURE TO ACT UNDER ANY POWER OF ATTORNEY OR OTHERWISE, EXCEPT IN RESPECT OF DAMAGES ATTRIBUTABLE SOLELY TO THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION, NOR FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES.

Lender’s Appointment as Attorney-in-Fact. On the Closing Date, each Corporate Credit Party Borrower shall execute and deliver a Power of Attorney in the form attached as Exhibit E. I. The power of attorney granted pursuant to the Power of Attorney and all powers of attorney (if any) granted under any Credit Loan Document are powers coupled with an interest and shall be irrevocable until the Termination Date. The powers conferred on Lender under the Power of Attorney are solely to protect Lender’s 's interests in the Collateral and shall not impose any duty upon it to exercise any such powers. Lender agrees, except for the powers granted in clause agrees and promises that (ha) of the Power of Attorney, it shall not to exercise any power or authority granted under the Power of Attorney unless an Event of Default has occurred and is continuing (provided, that regardless of whether an Event of Default has occurred and is continuing, Lender may execute UCC financing statements on behalf of Borrower that it deems advisable to perfect its Liens under any Loan Document), (b) Lender shall only exercise the powers granted under the Power of Attorney in respect of Collateral, and (c) upon request of Borrower, Lender shall account for any moneys received by Lender in respect of any foreclosure on or disposition of Collateral pursuant to use of the Power of Attorney; provided, except as otherwise required by applicable law, Lender shall not have any duty as to any Collateral, and Lender shall be accountable only for amounts that it actually receives as a result of the exercise of such powers. Each Corporate Credit Party NONE OF LENDER OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL BE RESPONSIBLE TO BORROWER OR ANY OTHER CREDIT PARTY FOR ANY ACT OR FAILURE TO ACT PURSUANT TO THE POWERS GRANTED UNDER THE POWER OF ATTORNEY OR OTHERWISE, EXCEPT FOR ITS OR THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NOR FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES. Borrower also hereby authorizes Lender to file any financing or continuation statement without the signature of Borrowers Borrower to the extent permitted by applicable law. NONE OF LENDER OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL BE RESPONSIBLE TO ANY GRANTOR FOR ANY ACT OR FAILURE TO ACT UNDER ANY POWER OF ATTORNEY OR OTHERWISE, EXCEPT IN RESPECT OF DAMAGES ATTRIBUTABLE SOLELY TO THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION, NOR FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES.

Lender’s Appointment as Attorney-in-Fact. On the Closing Date, Date Borrower and each Corporate other Credit Party executing this Agreement shall execute and deliver a the Power of Attorney in the form attached as Exhibit E. I. The power of attorney granted pursuant to the Power of Attorney and all powers granted under any Credit Loan Document are powers coupled with an interest and shall be irrevocable until the Termination Date. The powers conferred on Lender under the Power of Attorney are solely to protect Lender’s 's interests in the Collateral and shall not impose any duty upon it to exercise any such powers. Lender agrees, except for the powers granted in clause agrees and promises that (ha) of the Power of Attorney, it shall not to exercise any power or authority granted under the Power of Attorney unless an Event of Default has occurred and is continuing, (b) Lender shall only exercise the powers granted under the Power of Attorney in respect of Collateral, provided, except as otherwise required by applicable law, Lender shall not have any duty as to any Collateral, and Lender shall be accountable only for amounts that it actually receives as a result of the exercise of such powers. Each Corporate NONE OF LENDER OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL BE RESPONSIBLE TO BORROWER OR ANY OTHER CREDIT PARTY FOR ANY ACT OR FAILURE TO ACT PURSUANT TO THE POWERS GRANTED UNDER THE POWER OF ATTORNEY OR OTHERWISE, EXCEPT FOR ITS OR THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NOR FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES. Borrower and each other Credit Party executing this Agreement also hereby authorizes Lender to file any financing or continuation statement without the signature of Borrowers Borrower or such Credit Party to the extent permitted by applicable law. NONE OF LENDER OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL BE RESPONSIBLE TO ANY GRANTOR FOR ANY ACT OR FAILURE TO ACT UNDER ANY POWER OF ATTORNEY OR OTHERWISE, EXCEPT IN RESPECT OF DAMAGES ATTRIBUTABLE SOLELY TO THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION, NOR FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES.

Lender’s Appointment as Attorney-in-Fact. On the Closing Date, Date each Corporate Credit Party Grantor shall execute and deliver to Lender a power of attorney (the “Power of Attorney Attorney”) substantially in the form attached hereto as Exhibit E. A. The power of attorney granted pursuant to the Power of Attorney and all powers granted under any Credit Document are powers is a power coupled with an interest and shall be irrevocable until the Termination Date. The powers conferred on Lender under the Power of Attorney are solely to protect Lender’s interests in the Collateral and shall not impose any duty upon it Lender to exercise any such powers. Lender agrees, agrees that (a) except for the powers granted in clause (h) of the Power of Attorney, it shall not to exercise any power or authority granted under the Power of Attorney unless an a Default, which is not reasonably capable of being cured, or Event of Default has occurred and is continuing. Each Corporate Credit Party authorizes , and (b) Lender to file shall account for any financing moneys received by Lender in respect of any foreclosure on or continuation statement without the signature disposition of Borrowers Collateral pursuant to the extent permitted Power of Attorney provided that Lender shall not have any duty as to any Collateral (except as may be required by applicable law), and Lender shall be accountable only for amounts that they actually receive as a result of the exercise of such powers. NONE OF LENDER OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL NOT BE RESPONSIBLE TO ANY GRANTOR FOR ANY ACT OR FAILURE TO ACT UNDER ANY POWER OF ATTORNEY OR OTHERWISE, EXCEPT IN RESPECT OF AND TO THE EXTENT OF DAMAGES ATTRIBUTABLE SOLELY TO ARISING FROM THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION, NOR FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES.

Lender’s Appointment as Attorney-in-Fact. On the Closing Date, each Corporate Credit Party Date ---------------------------------------- Borrower shall execute and deliver a the Power of Attorney in the form attached as Exhibit E. H. The power of attorney granted pursuant to the Power of Attorney and all powers granted under any Credit Document are powers is a --------- power coupled with an interest and shall be irrevocable until the Termination Date. The powers conferred on Lender under the Power of Attorney are solely to protect Lender’s 's interests in the Collateral and shall not impose any duty upon it to exercise any such powers. Lender agrees, except for the powers granted in clause agrees and promises that (ha) of the Power of Attorney, it shall not to exercise any power or authority granted under the Power of Attorney unless an Event of Default has occurred and is continuingcontinuing (provided that regardless of whether an Event of Default has occurred and is continuing Lender may execute UCC financing statements on behalf of Borrower that it deems advisable to perfect its Liens under any Loan Document), (b) Lender shall only exercise the powers granted under the Power of Attorney in respect of Collateral, and (c) upon request of Borrower, Lender shall account for any moneys received by Lender in respect of any foreclosure on or disposition of Collateral pursuant to use of the Power of Attorney; provided, that Lender shall not have any other duty as to -------- any Collateral, and Lender shall be accountable only for amounts that it actually receives as a result of the exercise of such powers. Each Corporate Credit Party NONE OF LENDER OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL BE RESPONSIBLE TO BORROWER FOR ANY ACT OR FAILURE TO ACT PURSUANT TO THE POWERS GRANTED UNDER THE POWER OF ATTORNEY OR OTHERWISE, EXCEPT FOR ITS OR THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NOR FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES. Borrower also hereby authorizes Lender to file any financing or continuation statement without the signature of Borrowers Borrower to the extent permitted by applicable law. NONE OF LENDER OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL BE RESPONSIBLE TO ANY GRANTOR FOR ANY ACT OR FAILURE TO ACT UNDER ANY POWER OF ATTORNEY OR OTHERWISE, EXCEPT IN RESPECT OF DAMAGES ATTRIBUTABLE SOLELY TO THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION, NOR FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES.

Lender’s Appointment as Attorney-in-Fact. On the Closing Date, each Corporate Credit Party Grantor shall execute and deliver to Lender a power of attorney (each, a “Power of Attorney Attorney” and, together, the “Powers of Attorney”), substantially in the form attached hereto as Exhibit E. A. The power of attorney granted pursuant to the each Power of Attorney and all powers granted under any Credit Document are powers is a power coupled with an interest and shall be irrevocable until the Termination Date. The powers conferred on Lender under the Power Powers of Attorney are solely to protect Lender’s interests in the Collateral and shall not impose any duty upon it Lender to exercise any such powers. Lender agrees, agrees that (a) except for the powers granted in clause (h) of the Power Powers of Attorney, it shall not to exercise any power or authority granted under the Power Powers of Attorney unless an Event of Default has occurred and is continuing. Each Corporate Credit Party authorizes , and (b) Lender shall account for any moneys received by Lender in respect of any foreclosure on or disposition of Collateral pursuant to file either Power of Attorney provided that Lender shall have no duty as to any financing or continuation statement without Collateral, and Lender shall be accountable only for amounts that it actually receive as a result of the signature exercise of Borrowers to the extent permitted by applicable lawsuch powers. NONE OF LENDER OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS EMPLOYEES OR REPRESENTATIVES SHALL BE RESPONSIBLE TO ANY EITHER GRANTOR FOR ANY ACT OR FAILURE TO ACT UNDER ANY POWER OF ATTORNEY OR OTHERWISE, EXCEPT IN RESPECT OF DAMAGES ATTRIBUTABLE SOLELY TO THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION, NOR FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES.

Lender’s Appointment as Attorney-in-Fact. On the Closing Date, each Corporate Credit Party Borrower shall execute and deliver a Power of Attorney in the form attached as Exhibit E. The power of attorney granted pursuant to the Power of Attorney and all powers granted under any Credit Document are powers coupled with an interest and shall be irrevocable until the Termination Date. The powers conferred on Lender under the Power of Attorney are solely to protect Lender’s interests in the Collateral and shall not impose any duty upon it to exercise any such powers. Lender agrees, except for the powers granted in clause (h) of the Power of Attorney, not to exercise any power or authority granted under the Power of Attorney unless an Event of Default has occurred and is continuing. Each Corporate Credit Party Borrower authorizes Lender to file any financing or continuation statement without the signature of Borrowers to the extent permitted by applicable law. NONE OF LENDER OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL BE RESPONSIBLE TO ANY GRANTOR FOR ANY ACT OR FAILURE TO ACT UNDER ANY POWER OF ATTORNEY OR OTHERWISE, EXCEPT IN RESPECT OF DAMAGES ATTRIBUTABLE SOLELY TO THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION, NOR FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES.

Lender’s Appointment as Attorney-in-Fact. On the Closing Date, each Corporate Credit Party Borrower shall execute and deliver a Power of Attorney in the form attached as Exhibit E. C. The power of attorney granted pursuant to the Power of Attorney and all powers granted under any Credit Loan Document are powers coupled with an interest and shall be irrevocable until the Termination Date. The powers conferred on Lender under the Power of Attorney are solely to protect Lender’s 's interests in the Collateral and shall not impose any duty upon it to exercise any such powers. Lender agrees, except for the powers granted in clause (h) of the Power of Attorney, agrees not to exercise any power or authority granted under the Power of Attorney unless an Event of Default has occurred and is continuing. Each Corporate Credit Party Borrower also hereby (i) authorizes Lender to file any financing statements, continuation statements or amendments thereto that (A) indicate the Collateral (1) as all assets of Borrower or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the Code of such jurisdiction, or (2) as being of an equal or lesser scope or with greater detail, and (B) contain any other information required by Part 5 of Article 9 of the Code for the sufficiency or filing office acceptance of any financing statement, continuation statement or amendment and (ii) ratifies its authorization for Lender to have filed any initial financial statements, or amendments thereto if filed prior to the date hereof. Borrower acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement without the signature prior written consent of Borrowers Lender and agrees that it will not do so without the prior written consent of Lender, subject to such Borrower 's rights under Section 9-509(d)(2) of the extent permitted by applicable law. NONE OF LENDER OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL BE RESPONSIBLE TO ANY GRANTOR FOR ANY ACT OR FAILURE TO ACT UNDER ANY POWER OF ATTORNEY OR OTHERWISE, EXCEPT IN RESPECT OF DAMAGES ATTRIBUTABLE SOLELY TO THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION, NOR FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGESCode.

Lender’s Appointment as Attorney-in-Fact. On the Closing Date, date hereof each Corporate Credit Party Grantor shall execute and deliver to Lender a power of attorney (the "Power of Attorney Attorney") substantially in the form attached hereto as Exhibit E. A. The power of attorney granted pursuant to the Power of Attorney and all powers granted under any Credit Document are powers is a power coupled with an interest and shall be irrevocable until the Termination DateSecured Obligations have been paid in full. The powers conferred on Lender under the Power of Attorney are solely to protect Lender’s 's interests in the Collateral and shall not impose any duty upon it Lender to exercise any such powers. Lender agrees, agrees that (a) except for the powers granted in clause (h) of the Power of Attorney, it shall not to exercise any power or authority granted under the Power of Attorney unless an Event of Default has occurred and is continuing. Each Corporate Credit Party authorizes , and (b) Lender to file shall account for any financing moneys received by Lender in respect of any foreclosure on or continuation statement without the signature disposition of Borrowers Collateral pursuant to the extent permitted by applicable lawPower of Attorney provided that Lender shall not have any duty as to any Collateral, and Lender shall be accountable only for amounts that it actually receives as a result of the exercise of such powers. NONE OF NEITHER LENDER OR NOR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL BE RESPONSIBLE TO ANY GRANTOR FOR ANY ACT OR FAILURE TO ACT UNDER ANY POWER OF ATTORNEY OR OTHERWISE, EXCEPT IN RESPECT OF DAMAGES ATTRIBUTABLE SOLELY TO THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION, NOR FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES.

Lender’s Appointment as Attorney-in-Fact. On the Closing Date, Date each Corporate Credit Party Grantor shall execute and deliver to Lender a power of attorney (each, a "Power of Attorney Attorney") substantially in the form attached hereto as Exhibit E. A. The power of attorney granted pursuant to the each Power of Attorney and all powers granted under any Credit Document are powers is a power coupled with an interest and shall be irrevocable until the Termination Date. The powers conferred on Lender under the each Power of Attorney are solely to protect Lender’s 's Liens upon and interests in the Collateral and shall not impose any duty upon it Lender to exercise any such powers. Lender agrees, except for the powers granted in clause agrees that (ha) of the Power of Attorney, it shall not to exercise any power or authority granted under the any Power of Attorney unless an Event of Default has occurred and is continuing. Each Corporate Credit Party authorizes , and (b) Lender shall account for any moneys received by Lender in respect of any foreclosure on or disposition of any of the Collateral pursuant to file any financing or continuation statement without Power of Attorney; provided, that, except as set forth in Section 9, Lender shall have no duty as to any Collateral, and Lender shall be accountable only for amounts that it actually receives as a result of the signature exercise of Borrowers to the extent permitted by applicable lawsuch powers. NONE OF LENDER OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL BE RESPONSIBLE TO ANY GRANTOR FOR ANY ACT OR FAILURE TO ACT UNDER ANY POWER OF ATTORNEY OR OTHERWISE, EXCEPT IN RESPECT OF DAMAGES ATTRIBUTABLE SOLELY TO THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION, NOR FOR ANY PUNITIVE, PUNITIVE EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES.

Lender’s Appointment as Attorney-in-Fact. On the Closing Date, Borrower and each Corporate other Credit Party executing this Agreement shall execute and deliver a Power of Attorney in the form attached as Exhibit E. B. The power of attorney granted pursuant to the Power of Attorney and all powers granted under any Credit Loan Document are powers coupled with an interest and shall be irrevocable until the Termination Date. The powers conferred on Lender under the Power of Attorney are solely to protect Lender’s 's interests in the Collateral and shall not impose any duty upon it to exercise any such powers. Lender agrees, except for agrees that Lender shall only exercise the powers granted in clause (h) of the Power of Attorney, not to exercise any power or authority granted under the Power of Attorney unless an Event in respect of Default has occurred Collateral, provided, except as otherwise required by applicable law, Lender shall not have any duty as to any Collateral, and is continuingLender shall be accountable only for amounts that it actually receives as a result of the exercise of such powers. Each Corporate Borrower and each other Credit Party executing this Agreement also hereby (i) authorizes Lender to file any financing statements, continuation statements or amendments thereto that (x) indicate the Collateral (1) as all assets of such Credit Party (or any portion of such Credit Party's assets) or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the Code of such jurisdiction, or (2) as being of an equal or lesser scope or with greater detail, and (y) contain any other information required by Part 5 of Article 9 of the Code for the sufficiency or filing office acceptance of any financing statement, continuation statement or amendment and (ii) ratifies its authorization for Lender to have filed any initial financial statements, or amendments thereto if filed prior to the date hereof. Borrower and each other Credit Party executing this Agreement acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement without the signature prior written consent of Borrowers Lender and agrees that it will not do so without the prior written consent of Lender, subject to such Credit Party's rights under Section 9-509(d)(2) of the extent permitted Code, except that in no event shall Borrower or any Credit Party request termination of any financing statement filed by applicable law. NONE OF LENDER OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL BE RESPONSIBLE TO ANY GRANTOR FOR ANY ACT OR FAILURE TO ACT UNDER ANY POWER OF ATTORNEY OR OTHERWISE, EXCEPT IN RESPECT OF DAMAGES ATTRIBUTABLE SOLELY TO THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION, NOR FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGESLender or any unit or division thereof until the Termination Date.

Lender’s Appointment as Attorney-in-Fact. On the Closing Date, Borrower and each Corporate other Credit Party executing this Agreement shall execute and deliver a Power of Attorney in the form attached as Exhibit E. A. The power of attorney granted pursuant to the Power of Attorney and all powers granted under any Credit Loan Document are powers coupled with an interest and shall be irrevocable until the Termination Date. The powers conferred on Lender under the Power of Attorney are solely to protect Lender’s 's interests in the Collateral and shall not impose any duty upon it to exercise any such powers. Lender agrees, except for the powers granted in clause (h) of the Power of Attorney, agrees not to exercise any power or authority granted under the Power of Attorney unless an Event of Default has occurred and is continuing. Each Corporate Borrower and each other Credit Party executing this Agreement also hereby (i) authorizes Lender to file any financing statements, continuation statements or amendments thereto that (x) indicate the Collateral (1) as all assets of such Credit Party (or any portion of such Credit Party's assets) or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Chapter 9 of the Code of such jurisdiction, or (2) as being of an equal or lesser scope or with greater detail, and (y) contain any other information required by Subchapter E of Chapter 9 of the Code for the sufficiency or filing office acceptance of any financing statement, continuation statement or amendment and (ii) ratifies its authorization for Lender to have filed any initial financial statements, or amendments thereto if filed prior to the date hereof. Borrower and each other Credit Party executing this Agreement acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement without the signature prior written consent of Borrowers Lender and agrees that it will not do so without the prior written consent of Lender, subject to such Credit Party's rights under Section 9.509(d)(2) of the extent permitted by applicable law. NONE OF LENDER OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL BE RESPONSIBLE TO ANY GRANTOR FOR ANY ACT OR FAILURE TO ACT UNDER ANY POWER OF ATTORNEY OR OTHERWISE, EXCEPT IN RESPECT OF DAMAGES ATTRIBUTABLE SOLELY TO THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION, NOR FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGESCode.

Lender’s Appointment as Attorney-in-Fact. On the Closing Date, Borrower and each Corporate other Credit Party executing this Agreement shall execute and deliver a Power of Attorney in the form attached as Exhibit E. I. The power of attorney granted pursuant to the Power of Attorney and all powers granted under any Credit Loan Document are powers coupled with an interest and shall be irrevocable until the Termination Date. The powers conferred on Lender under the Power of Attorney are solely to protect Lender’s interests in the Collateral and shall not impose any duty upon it to exercise any such powers. Lender agrees, except for the powers granted in clause (h) of the Power of Attorney, agrees not to exercise any power or authority granted under the Power of Attorney unless an Event of Default has occurred and is continuing. Each Corporate Borrower and each other Credit Party executing this Agreement also hereby (i) authorizes Lender to file any financing statements, continuation statements or amendments thereto that (A) indicate the Collateral (1) as all assets of such Credit Party (or any portion of such Credit Party’s assets) or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the Code of such jurisdiction, or (2) as being of an equal or lesser scope or with greater detail, and (B) contain any other information required by Part 5 of Article 9 of the Code for the sufficiency or filing office acceptance of any financing statement, continuation statement or amendment and (ii) ratifies its authorization for Lender to have filed any initial financial statements, or amendments thereto if filed prior to the date hereof. Borrower and each other Credit Party executing this Agreement acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement without the signature prior written consent of Borrowers Lender and agrees that it will not do so without the prior written consent of Lender, subject to such Cred Party’s rights under Section 9-509(d)(2) of the extent permitted by applicable law. NONE OF LENDER OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL BE RESPONSIBLE TO ANY GRANTOR FOR ANY ACT OR FAILURE TO ACT UNDER ANY POWER OF ATTORNEY OR OTHERWISE, EXCEPT IN RESPECT OF DAMAGES ATTRIBUTABLE SOLELY TO THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION, NOR FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGESCode.

Lender’s Appointment as Attorney-in-Fact. On the Closing Date, each Corporate Credit Party Date Grantor shall execute and deliver to Lender a power of attorney (the “Power of Attorney Attorney”) substantially in the form attached hereto as Exhibit E. A. The power of attorney granted pursuant to the Power of Attorney and all powers granted under any Credit Document are powers is a power coupled with an interest and shall be irrevocable until the Termination Date. The powers conferred on Lender under the Power of Attorney are solely to protect Lender’s interests in the Collateral and shall not impose any duty upon it Lender to exercise any such powers. Lender agrees, except for the powers granted in clause agrees that (ha) of the Power of Attorney, it shall not to exercise any power or authority granted under the Power of Attorney unless an Event of Default has occurred and is continuing. Each Corporate Credit Party authorizes continuing and that such exercise shall be subject to Section 7.3 hereof, and (b) Lender to file shall account for any financing moneys received by Lender in respect of any foreclosure on or continuation statement without the signature disposition of Borrowers Collateral pursuant to the extent permitted Power of Attorney, provided that Lender shall have no duty as to any Collateral, other than to use reasonable care with respect to the Collateral in its possession or under its control and to account for moneys actually received by applicable lawit, and Lender shall be accountable only for amounts that it actually receives as a result of the exercise of such powers. Lender shall be deemed to have exercised reasonable care in the custody and preservation of Collateral in its possession if such Collateral is accorded treatment substantially similar to that which Lender accords its own property. NONE OF LENDER OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS LENDERS OR REPRESENTATIVES SHALL BE RESPONSIBLE TO ANY GRANTOR FOR ANY ACT OR FAILURE TO ACT UNDER ANY POWER OF ATTORNEY OR OTHERWISE, EXCEPT IN RESPECT OF DAMAGES ATTRIBUTABLE SOLELY TO THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION, NOR FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES.

Lender’s Appointment as Attorney-in-Fact. On the Closing Date, Borrower and each Corporate other Credit Party executing this Agreement shall execute and deliver a Power of Attorney in the form attached as Exhibit E. I. The power of attorney granted pursuant to the Power of Attorney and all powers granted under any Credit Loan Document are powers coupled with an interest and shall be irrevocable until the Termination Date. The powers conferred on Lender under the Power of Attorney are solely to protect Lender’s interests in the Collateral and shall not impose any duty upon it to exercise any such powers. Lender agrees, except for the powers granted in clause (h) of the Power of Attorney, agrees not to exercise any power or authority granted under the Power of Attorney unless an Event of Default has occurred and is continuing. Each Corporate Borrower and each other Credit Party executing this Agreement also hereby (48) authorizes Lender to file any financing statements, continuation statements or amendments thereto that (e) indicate the Collateral (i) as all assets of such Credit Party (or any portion of such Credit Party’s assets) or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the Code of such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (f) contain any other information required by Part 5 of Article 9 of the Code for the sufficiency or filing office acceptance of any financing statement, continuation statement or amendment and (49) ratifies its authorization for Lender to have filed any initial financial statements, or amendments thereto if filed prior to the date hereof. Borrower and each other Credit Party executing this Agreement acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement filed against Borrower or any such Credit Party without the signature prior written consent of Borrowers Lender and agrees that it will not do so without the prior written consent of Lender, subject to such Credit Party’s rights under Section 9-509(d)(2) of the extent permitted by applicable law. NONE OF LENDER OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL BE RESPONSIBLE TO ANY GRANTOR FOR ANY ACT OR FAILURE TO ACT UNDER ANY POWER OF ATTORNEY OR OTHERWISE, EXCEPT IN RESPECT OF DAMAGES ATTRIBUTABLE SOLELY TO THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION, NOR FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGESCode.

Lender’s Appointment as Attorney-in-Fact. On the Closing Date, Date Borrower and each Corporate other Credit Party executing this Agreement shall execute and deliver a Power of Attorney in the form attached as Exhibit E. F. The power of attorney granted pursuant to the Power of Attorney and all powers granted under any Credit Document are powers is a power coupled with an interest and shall be irrevocable until the Termination Date. The powers conferred on Lender under the Power of Attorney are solely to protect Lender’s 's interests in the Collateral and shall not impose any duty upon it to exercise any such powers. Lender agrees, except for the powers granted in clause agrees and promises that (ha) of the Power of Attorney, it shall not to exercise any power or authority granted under the Power of Attorney unless an Event of Default has occurred and is continuing, (b) Lender shall only exercise the powers granted under the Power of Attorney in respect of Collateral, and (c) upon request of Borrower or such Credit Party, Lender shall account for any moneys received by Lender in respect of any foreclosure on or disposition of Collateral pursuant to use of the Power of Attorney; provided, that Lender shall not have any other duty as to any Collateral, and Lender shall be accountable only for amounts that it actually receives as a result of the exercise of such powers. Each Corporate Credit Party NONE OF LENDER OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL BE RESPONSIBLE TO BORROWER FOR ANY ACT OR FAILURE TO ACT PURSUANT TO THE POWERS GRANTED UNDER THE POWER OF ATTORNEY OR OTHERWISE, EXCEPT FOR ITS OR THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NOR FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES. Borrower also hereby authorizes Lender to file any financing or continuation statement without the signature of Borrowers Borrower to the extent permitted by applicable law. NONE OF LENDER OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL BE RESPONSIBLE TO ANY GRANTOR FOR ANY ACT OR FAILURE TO ACT UNDER ANY POWER OF ATTORNEY OR OTHERWISE, EXCEPT IN RESPECT OF DAMAGES ATTRIBUTABLE SOLELY TO THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION, NOR FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES.

Lender’s Appointment as Attorney-in-Fact. On the Closing Date, Date each Corporate Credit Party Grantor shall execute and deliver to Lender a power of attorney (the "Power of Attorney Attorney") substantially in the form attached hereto as Exhibit E. A. The power of attorney granted pursuant to the Power of Attorney and all powers granted under any Credit Document are powers is a power coupled with an interest and shall be irrevocable until the Termination Datetermination of this Security Agreement in accordance with its terms. The powers conferred on Lender under the Power of Attorney are solely to protect Lender’s 's interests in the Collateral and shall not impose any duty upon it Lender to exercise any such powers. Lender agrees, agrees that (a) except for the powers granted in clause (h) of the Power of Attorney, it shall not to exercise any power or authority granted under the Power of Attorney unless an Event of Default has occurred and is continuing. Each Corporate Credit Party authorizes , and (b) Lender to file shall account for any financing moneys received by Lender in respect of any foreclosure on or continuation statement without the signature disposition of Borrowers Collateral pursuant to the extent permitted by applicable lawPower of Attorney provided that Lender shall not have any duty as to any Collateral, and Lenders shall be accountable only for amounts that it actually receive as a result of the exercise of such powers. NONE OF NEITHER LENDER OR NOR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL BE RESPONSIBLE TO ANY GRANTOR FOR ANY ACT OR FAILURE TO ACT UNDER ANY POWER OF ATTORNEY OR OTHERWISE, EXCEPT IN RESPECT OF DAMAGES ATTRIBUTABLE SOLELY TO THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION, NOR FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES.

Lender’s Appointment as Attorney-in-Fact. On the Closing Date, Borrower and each Corporate other Credit Party executing this Agreement shall execute and deliver a Power of Attorney in the form attached as Exhibit E. EXHIBIT H. The power of attorney granted pursuant to the Power of Attorney and all powers granted under any Credit Loan Document are powers coupled with an interest and shall be irrevocable until the Termination Date. The powers conferred on Lender under the Power of Attorney are solely to protect Lender’s 's interests in the Collateral and shall not impose any duty upon it to exercise any such powers. Lender agrees, except for the powers granted in clause agrees (ha) of the Power of Attorney, not to exercise any power or authority granted under the Power of Attorney unless an Event of Default has occurred and is continuing, and (b) that it shall only exercise the powers granted under the Power of Attorney in respect of Collateral; provided, that except as otherwise required by applicable law, Lender shall not have any duty as to any Collateral, and Lender shall be accountable only for amounts that it actually receives as a result of the exercise of such powers. Each Corporate Borrower and each other Credit Party executing this Agreement also hereby (i) authorizes Lender to file any financing statements, continuation statements or amendments thereto that (x) indicate the Collateral (1) as all assets of such Credit Party (or any portion of such Credit Party's assets) or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the Code of such jurisdiction, or (2) as being of an equal or lesser scope or with greater detail, and (y) contain any other information required by Part 5 of Article 9 of the Code for the sufficiency or filing office acceptance of any financing statement, continuation statement or amendment and (ii) ratifies its authorization for Lender to have filed any initial financial statements, or amendments thereto if filed prior to the date hereof. Borrower and each other Credit Party executing this Agreement acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement without the signature prior written consent of Borrowers Lender and agrees that it will not do so without the prior written consent of Lender, subject to such Credit Party's rights under Section 9-509(d)(2) of the extent permitted by applicable law. NONE OF LENDER OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL BE RESPONSIBLE TO ANY GRANTOR FOR ANY ACT OR FAILURE TO ACT UNDER ANY POWER OF ATTORNEY OR OTHERWISE, EXCEPT IN RESPECT OF DAMAGES ATTRIBUTABLE SOLELY TO THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION, NOR FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGESCode.

Lender’s Appointment as Attorney-in-Fact. On the Closing Date, each Corporate Credit Party Date the Borrower shall execute and deliver a Power of Attorney in the form attached as Exhibit E. G. The power of attorney granted pursuant to the Power of Attorney and all powers granted under any Credit Document Loan Documents are powers coupled with an interest and shall be irrevocable until the Termination Maturity Date. The powers conferred on Lender the Agent for the Lenders under the Power of Attorney are solely to protect Lender’s Lenders' interests in the Collateral and shall not impose any duty upon it to exercise any such powers. Lender agrees, except for the powers granted in clause Agent agrees and promises that (ha) of the Power of Attorney, it shall not to exercise any power or authority granted under the Power of Attorney unless an Event of Default has occurred and is continuing. Each Corporate Credit Party authorizes Lender to file any financing or continuation statement without , (b) Agent shall only exercise the signature powers granted under the Power of Borrowers to the extent permitted Attorney in respect of Collateral, provided, except as otherwise required by applicable law, Agent shall not have any duty as to any Collateral, and Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers. NONE OF LENDER AGENT OR ITS AFFILIATES, IT OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL BE RESPONSIBLE TO ANY GRANTOR THE BORROWER FOR ANY ACT OR FAILURE TO ACT PURSUANT TO THE POWERS GRANTED UNDER ANY THE POWER OF ATTORNEY OR OTHERWISE, EXCEPT IN RESPECT OF DAMAGES ATTRIBUTABLE SOLELY TO THEIR FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTIONMISCONDUCT, NOR FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES. The Borrower also hereby authorizes Agent and any Lender to file any financing or continuation statement without the signature of the Borrower to the extent permitted by applicable law.

Lender’s Appointment as Attorney-in-Fact. On the Closing Date, Date Borrower ---------------------------------------- and each Corporate Credit Party Guarantor executing this Agreement shall execute and deliver a Power of Attorney in the form attached as Exhibit E. The power of attorney granted --------- pursuant to the each Power of Attorney and all powers granted under any Credit Document are powers is a power coupled with an interest and shall be irrevocable until the Termination Date. The powers conferred on Lender under the each Power of Attorney are solely to protect Lender’s 's interests in the Collateral and shall not impose any duty upon it to exercise any such powers. Lender agrees, except for the powers granted in clause agrees and promises that (ha) of the Power of Attorney, it shall not to exercise any power or authority granted under the Power of Attorney unless an Event of Default has occurred and is continuing. Each Corporate Credit Party authorizes , (b) Lender shall only exercise the powers granted under the Power of Attorney in respect of Collateral, and (c) upon request of Borrower or Guarantor, Lender shall account for any moneys received by Lender in respect of any foreclosure on or disposition of Collateral pursuant to file use of any financing or continuation statement without the signature Power of Borrowers to the extent permitted Attorney; provided, that, except as otherwise required by applicable law, Lender -------- shall not have any other duty as to any Collateral, and Lender shall be accountable only for amounts that it actually receives as a result of the exercise of such powers. NONE OF LENDER OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL BE RESPONSIBLE TO BORROWER OR ANY GRANTOR GUARANTOR FOR ANY ACT OR FAILURE TO ACT PURSUANT TO THE POWERS GRANTED UNDER ANY THE POWER OF ATTORNEY OR OTHERWISE, EXCEPT IN RESPECT OF DAMAGES ATTRIBUTABLE SOLELY TO FOR ITS OR THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTIONMISCONDUCT, NOR FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES. Borrower and each Guarantor executing this Agreement also hereby authorizes Lender to file any financing or continuation statement without its signature to the extent permitted by applicable law.

Lender’s Appointment as Attorney-in-Fact. On the Closing Date, each Corporate Credit Party Date Grantor shall execute and deliver to Lender a power of attorney (the “Power of Attorney Attorney”) substantially in the form attached hereto as Exhibit E. A. The power of attorney granted pursuant to the Power of Attorney and all powers granted under any Credit Document are powers is a power coupled with an interest and shall be irrevocable until the Termination Date. The powers conferred on Lender under the Power of Attorney are solely to protect Lender’s interests in the Collateral and shall not impose any duty upon it Lender to exercise any such powers. Lender agrees, except for the powers granted in clause agrees that (ha) of the Power of Attorney, it shall not to exercise any power or authority granted under the Power of Attorney unless an Event of Default has occurred and is continuing. Each Corporate Credit Party authorizes continuing and that such exercise shall be subject to Section 7.3 hereof, and (b) Lender to file shall account for any financing moneys received by Lender in respect of any foreclosure on or continuation statement without the signature disposition of Borrowers Collateral pursuant to the extent permitted by applicable lawPower of Attorney provided that Lender shall have no duty as to any Collateral, and Lender shall be accountable only for amounts that it actually receives as a result of the exercise of such powers. NONE OF LENDER OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL BE RESPONSIBLE TO ANY GRANTOR FOR ANY ACT OR FAILURE TO ACT UNDER ANY POWER OF ATTORNEY OR OTHERWISE, EXCEPT IN RESPECT OF DAMAGES ATTRIBUTABLE SOLELY TO THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION, NOR FOR ANY PUNITIVE, PUNITIVE EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES.

Lender’s Appointment as Attorney-in-Fact. On the Closing Date, Borrower and each Corporate other Credit Party executing this Agreement shall execute and deliver a Power of Attorney in the form attached as Exhibit E. I. The power of attorney granted pursuant to the Power of Attorney and all powers granted under any Credit Loan Document are powers coupled with an interest and shall be irrevocable until the Termination Date. The powers conferred on Lender under the Power of Attorney are solely to protect Lender’s 's interests in the Collateral and shall not impose any duty upon it to exercise any such powers. Lender agrees, except for the powers granted in clause agrees and promises that (ha) of the Power of Attorney, it shall not to exercise any power or authority granted under the Power of Attorney unless an Event of Default has occurred and is continuing, and (b) Lender shall only exercise the powers granted under the Power of Attorney in respect of Collateral, provided, except as otherwise required by applicable law, Lender shall not have any duty as to any Collateral, and Lender shall be accountable only for amounts that it actually receives as a result of the exercise of such powers. Each Corporate NONE OF LENDER OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL BE RESPONSIBLE TO BORROWER OR ANY OTHER CREDIT PARTY FOR ANY ACT OR FAILURE TO ACT PURSUANT TO THE POWERS GRANTED UNDER THE POWER OF ATTORNEY OR OTHERWISE, EXCEPT FOR ITS OR THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NOR FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES. Borrower and each other Credit Party executing this Agreement also hereby authorizes Lender to file any financing or continuation statement without the signature of Borrowers Borrower or such Credit Party to the extent permitted by applicable law. NONE OF LENDER OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL BE RESPONSIBLE TO ANY GRANTOR FOR ANY ACT OR FAILURE TO ACT UNDER ANY POWER OF ATTORNEY OR OTHERWISE, EXCEPT IN RESPECT OF DAMAGES ATTRIBUTABLE SOLELY TO THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION, NOR FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES.

Lender’s Appointment as Attorney-in-Fact. On the Closing Effective Date, each Corporate Credit Party Grantor shall execute and deliver to the Lender a power of attorney (the "Power of Attorney Attorney") substantially in the form attached hereto as Exhibit E. A. The power of attorney granted pursuant to the Power of Attorney and all powers granted under any Credit Document are powers is a power coupled with an interest and shall be irrevocable until the Termination Datepayment in full of the Obligations and termination of the Commitment. The powers conferred on the Lender under the Power of Attorney are solely to protect the Lender’s 's interests in the Collateral and shall not impose any duty upon it the Lender to exercise any such powers. The Lender agrees, except for the powers granted in clause agrees that (ha) of the Power of Attorney, it shall not to exercise any power or authority granted under the Power of Attorney unless an Event of Default has occurred and is continuing. Each Corporate Credit Party authorizes , and (b) the Lender to file shall account for any financing moneys received by the Lender in respect of any foreclosure on or continuation statement without the signature disposition of Borrowers Collateral pursuant to the extent permitted by applicable lawPower of Attorney; provided that the Lender shall not have any duty as to any Collateral, and the Lender shall be accountable only for amounts they actually receive as a result of the exercise of such powers. NONE OF NEITHER THE LENDER OR NOR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL BE RESPONSIBLE TO ANY GRANTOR FOR ANY ACT OR FAILURE TO ACT UNDER ANY POWER OF ATTORNEY OR OTHERWISE, EXCEPT IN RESPECT OF DAMAGES ATTRIBUTABLE SOLELY TO THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS FINALLY (Page 195 of 252 Pages) DETERMINED BY A COURT OF COMPETENT JURISDICTION, NOR FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES.

Lender’s Appointment as Attorney-in-Fact. On the Closing Date, each Corporate Credit Party Date the Borrower shall execute and deliver a Power of Attorney in the form attached as Exhibit E. H. The power of attorney granted pursuant to the Power of Attorney and all powers granted under any Credit Document Loan Documents are powers coupled with an interest and shall be irrevocable until the Termination Dateall Obligations have been paid and satisfied in full. The powers conferred on the Lender under the Power of Attorney are solely to protect the Lender’s 's interests in the Collateral and shall not impose any duty upon it to exercise any such powers. The Lender agrees, except for the powers granted in clause agrees and promises that (ha) of the Power of Attorney, it shall not to exercise any power or authority granted under the Power of Attorney unless an Event of Default has occurred and is continuing. Each Corporate Credit Party authorizes , (b) the Lender to file any financing or continuation statement without shall only exercise the signature powers granted under the Power of Borrowers to the extent permitted Attorney in respect of Collateral, provided, except as otherwise required by applicable law, the Lender shall not have any duty as to any Collateral, and the Lender shall be accountable only for amounts that it actually receives as a result of the exercise of such powers. NONE OF LENDER OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL BE RESPONSIBLE TO ANY GRANTOR THE BORROWER FOR ANY ACT OR FAILURE TO ACT PURSUANT TO THE POWERS GRANTED UNDER ANY THE POWER OF ATTORNEY OR OTHERWISE, EXCEPT IN RESPECT OF DAMAGES ATTRIBUTABLE SOLELY TO THEIR FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTIONMISCONDUCT, NOR FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES. The Borrower also hereby authorizes the Lender to file any financing or continuation statement without the signature of the Borrower to the extent permitted by applicable law.

Lender’s Appointment as Attorney-in-Fact. On the Closing Date, Date Borrower and each Corporate other Credit Party executing this Agreement shall execute and deliver a the Power of Attorney in the form attached as Exhibit E. J. The power of attorney granted pursuant to the Power of Attorney and all powers granted under any Credit Loan Document are powers coupled with an interest and shall be irrevocable until the Termination Date. The powers conferred on Lender under the Power of Attorney are solely to protect Lender’s 's interests in the Collateral and shall not impose any duty upon it to exercise any such powers. Lender agrees, except for the powers granted in clause agrees and promises that (ha) of the Power of Attorney, it shall not to exercise any power or authority granted under the Power of Attorney unless an Event of Default has occurred and is continuing, (b) Lender shall only exercise the powers granted under the Power of Attorney in respect of Collateral, provided, except as otherwise required by applicable law, Lender shall not have any duty as to any Collateral, and Lender shall be accountable only for amounts that it actually receives as a result of the exercise of such powers. Each Corporate NONE OF LENDER OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL BE RESPONSIBLE TO BORROWER OR ANY OTHER CREDIT PARTY FOR ANY ACT OR FAILURE TO ACT PURSUANT TO THE POWERS GRANTED UNDER THE POWER OF ATTORNEY OR OTHERWISE, EXCEPT FOR ITS OR THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NOR FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES. Borrower and each other Credit Party executing this Agreement also hereby authorizes Lender to file any financing or continuation statement without the signature of Borrowers Borrower or such Credit Party to the extent permitted by applicable law. NONE OF LENDER OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL BE RESPONSIBLE TO ANY GRANTOR FOR ANY ACT OR FAILURE TO ACT UNDER ANY POWER OF ATTORNEY OR OTHERWISE, EXCEPT IN RESPECT OF DAMAGES ATTRIBUTABLE SOLELY TO THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION, NOR FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES.

Lender’s Appointment as Attorney-in-Fact. On the Closing Date, each Corporate Credit Party Borrower shall execute and deliver a Power of Attorney in the form attached as Exhibit E. H. The power of attorney granted pursuant to the Power of Attorney and all powers granted under any Credit Loan Document are powers coupled with an interest and shall be irrevocable until the Termination Date. The powers conferred on Lender under the Power of Attorney are solely to protect Lender’s 's interests in the Collateral and shall not impose any duty upon it to exercise any such powers. Lender agrees, except for the powers granted in clause agrees and promises that (ha) of the Power of Attorney, it shall not to exercise any power or authority granted under the Power of Attorney unless an Event of Default has occurred and is continuing, (b) Lender shall only exercise the powers granted under the Power of Attorney in respect of Collateral, provided, except as otherwise required by applicable law, Lender shall not have any duty as to any Collateral, and Lender shall be accountable only for amounts that it actually receives as a result of the exercise of such powers. Each Corporate Credit Party Borrower hereby (i) authorizes Lender to file any financing statements, continuation statements or amendments thereto that (x) describe the Collateral, and (y) contain any other information required by Part 5 of Division 9 of the Code for the sufficiency or filing office acceptance of any financing statement, continuation statement or amendment and (ii) ratifies its authorization for Lender to have filed any initial financial statements, or amendments thereto if filed prior to the date hereof. Borrower acknowledges that it is not authorized to file any financing statement or amendment regarding any of its properties or assets except those as to which Borrower may xxxxx x Xxxx pursuant to Section 5(e), and Borrower acknowledges that it is not authorized to file any termination statements with respect to any financing statement which identifies Lender as the secured party without the signature prior written consent of Borrowers Lender and agrees that it will not do so without the prior written consent of Lender, subject to Borrower's rights under Section 9-509(d)(2) of the extent permitted by applicable law. NONE OF LENDER OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL BE RESPONSIBLE TO ANY GRANTOR FOR ANY ACT OR FAILURE TO ACT UNDER ANY POWER OF ATTORNEY OR OTHERWISE, EXCEPT IN RESPECT OF DAMAGES ATTRIBUTABLE SOLELY TO THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION, NOR FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGESCode.

Lender’s Appointment as Attorney-in-Fact. On the Closing Date, each Corporate Credit Party other than ATRM Holdings, Inc., shall execute and deliver a Power of Attorney in the form attached as Exhibit E. The power of attorney granted pursuant to the Power of Attorney and all powers granted under any Credit Document are powers coupled with an interest and shall be irrevocable until the Termination Date. The powers conferred on Lender under the Power of Attorney are solely to protect Lender’s interests in the Collateral and shall not impose any duty upon it to exercise any such powers. Lender agrees, except for the powers granted in clause (h) of the Power of Attorney, not to exercise any power or authority granted under the Power of Attorney unless an Event of Default has occurred and is continuing. Each Corporate Credit Party other than ATRM Holdings, Inc., authorizes Lender to file any financing or continuation statement without the their signature of Borrowers to the extent permitted by applicable law. NONE OF LENDER OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL BE RESPONSIBLE TO ANY GRANTOR FOR ANY ACT OR FAILURE TO ACT UNDER ANY POWER OF ATTORNEY OR OTHERWISE, EXCEPT IN RESPECT OF DAMAGES ATTRIBUTABLE SOLELY TO THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION, NOR FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES.

Lender’s Appointment as Attorney-in-Fact. On the Closing Date, each Corporate Borrower and each other Credit Party executing this Agreement shall execute and deliver a Power of Attorney in the form attached as Exhibit E. I. The power of attorney granted pursuant to the Power of Attorney and all powers granted under any Credit Loan Document are powers coupled with an interest and shall be irrevocable until the Termination Date. The powers conferred on Lender under the Power of Attorney are solely to protect Lender’s 's interests in the Collateral and shall not impose any duty upon it to exercise any such powers. Lender agrees, except for the powers granted in clause (h) of the Power of Attorney, agrees not to exercise any power or authority granted under the Power of Attorney unless an Event of Default has occurred and is continuing. Each Corporate Borrower and each other Credit Party executing this Agreement also hereby (i) authorizes Lender to file any financing statements, continuation statements or amendments thereto that (x) indicate the Collateral (1) as all assets of such Credit Party (or any portion of such Credit Party's assets) or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the Code of such jurisdiction, or (2) as being of an equal or lesser scope or with greater detail, and (y) contain any other information required by Part 5 of Article 9 of the Code for the sufficiency or filing office acceptance of any financing statement, continuation statement or amendment and (ii) ratifies its authorization for Lender to have filed any initial financial statements, or amendments thereto if filed prior to the date hereof. Each Borrower and each other Credit Party executing this Agreement acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement without the signature prior written consent of Borrowers Lender and agrees that it will not do so without the prior written consent of Lender, subject to such Credit Party's rights under Section 9-509(d)(2) of the extent permitted by applicable law. NONE OF LENDER OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL BE RESPONSIBLE TO ANY GRANTOR FOR ANY ACT OR FAILURE TO ACT UNDER ANY POWER OF ATTORNEY OR OTHERWISE, EXCEPT IN RESPECT OF DAMAGES ATTRIBUTABLE SOLELY TO THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION, NOR FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGESCode.

Lender’s Appointment as Attorney-in-Fact. On the Closing Date, Borrower and ---------------------------------------- each Corporate other Credit Party executing this Agreement shall execute and deliver a Power of Attorney in the form attached as Exhibit E. I. The power of attorney ---------- granted pursuant to the Power of Attorney and all powers granted under any Credit Loan Document are powers coupled with an interest and shall be irrevocable until the Termination Date. The powers conferred on Lender under the Power of Attorney are solely to protect Lender’s 's interests in the Collateral and shall not impose any duty upon it to exercise any such powers. Lender agrees, except for the powers granted in clause (h) of the Power of Attorney, agrees not to exercise any power or authority granted under the Power of Attorney unless an Event of Default has occurred and is continuing. Each Corporate Borrower and each other Credit Party executing this Agreement also hereby (i) authorizes Lender to file any financing statements, continuation statements or amendments thereto that (x) indicate the Collateral (1) as all assets of such Credit Party (or any portion of such Credit Party's assets) or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the Code or such jurisdiction, or (2) as being of an equal or lesser scope or with greater detail, and (y) contain any other information required by Part 5 of Article 9 of the Code for the sufficiency or filing office acceptance of any financing statement, continuation statement or amendment and (ii) ratifies its authorization for Lender to have filed any initial financial statements, or amendments thereto if filed prior to the date hereof. Borrower and each other Credit Party executing this Agreement acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement without the signature prior written consent of Borrowers Lender and agrees that it will not do so without the prior written consent of Lender, subject to such Credit Party's rights under Section 9-509(d)(2) of the extent permitted by applicable law. NONE OF LENDER OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL BE RESPONSIBLE TO ANY GRANTOR FOR ANY ACT OR FAILURE TO ACT UNDER ANY POWER OF ATTORNEY OR OTHERWISE, EXCEPT IN RESPECT OF DAMAGES ATTRIBUTABLE SOLELY TO THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION, NOR FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGESCode.

Lender’s Appointment as Attorney-in-Fact. On the Closing Date, Date Borrower and each Corporate other Credit Party executing this Agreement shall execute and deliver a Power the power of Attorney attorney in the form attached as Exhibit E. J (the "Power of Attorney"). The power of attorney granted pursuant to the Power of Attorney and all powers granted under any Credit Loan Document are powers coupled with an interest and shall be irrevocable until the Termination Date. The powers conferred on Lender under the Power of Attorney are solely to protect Lender’s 's interests in the Collateral and shall not impose any duty upon it to exercise any such powers. Lender agrees, except for the powers granted in clause agrees and promises that (ha) of the Power of Attorney, it shall not to exercise any power or authority granted under the Power of Attorney unless an Event of Default has occurred and is continuing, (b) Lender shall only exercise the powers granted under the Power of Attorney in respect of Collateral, provided, except as otherwise required by applicable law, Lender shall not have any duty as to any Collateral, and Lender shall be accountable only for amounts that it actually receives as a result of the exercise of such powers. Each Corporate NONE OF LENDER OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL BE RESPONSIBLE TO BORROWER OR ANY OTHER CREDIT PARTY FOR ANY ACT OR FAILURE TO ACT PURSUANT TO THE POWERS GRANTED UNDER THE POWER OF ATTORNEY OR OTHERWISE, EXCEPT FOR ITS OR THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NOR FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES. Borrower and each other Credit Party executing this Agreement also hereby authorizes Lender to file any financing or continuation statement without the signature of Borrowers Borrower or such Credit Party to the extent permitted by applicable law. NONE OF LENDER OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL BE RESPONSIBLE TO ANY GRANTOR FOR ANY ACT OR FAILURE TO ACT UNDER ANY POWER OF ATTORNEY OR OTHERWISE, EXCEPT IN RESPECT OF DAMAGES ATTRIBUTABLE SOLELY TO THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION, NOR FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES.

Lender’s Appointment as Attorney-in-Fact. On the Closing Date, date hereof each Corporate Credit Party Grantor shall execute and deliver to Lender a power of attorney (the "Power of Attorney Attorney") substantially in the form attached hereto as Exhibit E. A. The power of attorney granted pursuant to the Power of Attorney and all powers granted under any Credit Document are powers is a power coupled with an interest and shall be irrevocable until the Termination DateSecured Obligations have been paid in full. The powers conferred on Lender under the Power of Attorney are solely to protect Lender’s interests in the Collateral and shall not impose any duty upon it Lender to exercise any such powers. Lender agrees, agrees that (a) except for the powers granted in clause (h) of the Power of Attorney, it shall not to exercise any power or authority granted under the Power of Attorney unless an Event of Default has occurred and is continuing. Each Corporate Credit Party authorizes , and (b) Lender to file shall account for any financing moneys received by Lender in respect of any foreclosure on or continuation statement without the signature disposition of Borrowers Collateral pursuant to the extent permitted by applicable lawPower of Attorney provided that Lender shall not have any duty as to any Collateral, and Lender shall be accountable only for amounts that it actually receives as a result of the exercise of such powers. NONE OF NEITHER LENDER OR NOR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL BE RESPONSIBLE TO ANY GRANTOR FOR ANY ACT OR FAILURE TO ACT UNDER ANY POWER OF ATTORNEY OR OTHERWISE, EXCEPT IN RESPECT OF DAMAGES ATTRIBUTABLE SOLELY TO THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION, NOR FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES.