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

Pledgee Appointed Attorney-in-Fact. (a) If an Event of Default shall occur and be continuing under the Notes (unless such Event of Default is waived by the Pledgee), Pledgor hereby appoints the Pledgee (and any officer or agent of the Pledgee with full power of substitution and revocation) the Pledgor's true and lawful attorney-in-fact, with full authority in the place and stead of the Pledgor and in the name of the Pledgor or otherwise, from time to time in the Pledgee's discretion to take any action and to execute any instrument which the Pledgee may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, (i) to receive, endorse and collect all instruments made payable to the Pledgor representing any dividend, interest payment or other distribution in respect of the Pledged Collateral or any part thereof and to give full discharge for the same; and (ii) to transfer the Pledged Collateral on the books of the Company, in whole or in part, to the name of the Pledgee or such other person or persons as the Pledgee may designate; take possession of an endorse any one or more checks, drafts, bills of exchange, money orders or any other documents received on account of the Pledged Collateral; collect, xxx for and give acquittances for moneys due on account of the foregoing; withdraw any claims, suits, or proceedings pertaining to or arising out of the foregoing; execute and record or file on behalf of the Pledgor any evidence of a security interest contemplated by this Agreement or any refiling, continuation or extension thereof; take any other action contemplated by this Agreement; and sign, execute, acknowledge, swear to, verify, deliver, file, record and publish any one or more of the foregoing.

Pledgee Appointed Attorney-in-Fact. (a) If an Event of Default shall occur and be continuing under the Notes (unless such Event of Default is waived by the Pledgee), The Pledgor hereby constitutes and appoints the Pledgee (and any officer or agent as the attorney-in-fact of the Pledgee Pledgor with full power of substitution and revocation) the Pledgor's true and lawful attorney-in-fact, with full authority either in the place and stead of the Pledgor and Pledgee's name or in the name of the Pledgor to do any of the following: (a) to perform any obligation of the Pledgor hereunder in the Pledgor's name or otherwise; (b) to ask for, from time demand, xxx for, collect, receive, receipt and give acquittance for any and all moneys due or to time in become due under and by virtue of any Pledged Collateral; (c) to prepare, execute, file, record or deliver notices, assignments, financing statements, continuation statements, applications for registration or like papers to perfect, preserve or release the Pledgee's discretion security interest in the Pledged Collateral or any of the documents, instruments, certificates and agreements described herein; (d) to verify facts concerning the Pledged Collateral in its own name or a fictitious name; (e) to endorse checks, drafts, orders and other instruments for the payment of money payable to the Pledgor, representing any interest or dividend or other distribution payable in respect of the Pledged Collateral or any part thereof or on account thereof and to give full discharge for the same; (f) to exercise all rights, powers and remedies which the Pledgor would have, but for this Agreement, under the Pledged Collateral; and (g) to carry out the provisions of this Agreement and to take any action and to execute any instrument which the Pledgee may deem necessary or advisable to accomplish the purposes hereof, and to do all acts and things and execute all documents in the name of this Agreementthe Pledgor or otherwise, includingdeemed by the Pledgee as necessary, without limitationproper and convenient in connection with the preservation, (i) perfection or enforcement of its rights hereunder. Nothing herein contained shall be construed as requiring or obligating the Pledgee to receive, endorse and collect all instruments made payable make any commitment or to make any inquiry as to the Pledgor representing nature or sufficiency of any dividendpayment received by it, interest payment or other distribution in to present or file any claim or notice, or to take any action with respect of to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken by the Pledgee or omitted to give full discharge for the same; and (ii) be taken with respect to transfer the Pledged Collateral on the books of the Company, in whole or in part, to the name of the Pledgee or such other person or persons as the Pledgee may designate; take possession of an endorse any one or more checks, drafts, bills of exchange, money orders or any other documents received on account of the Pledged Collateral; collectpart thereof shall give rise to any defense, xxx for and give acquittances for moneys due on account of the foregoing; withdraw any claims, suits, counterclaim or proceedings pertaining to or arising out of the foregoing; execute and record or file on behalf offset in favor of the Pledgor or to any evidence claim or action against the Pledgee. The power of a security interest contemplated by this Agreement or any refiling, continuation or extension thereof; take any other action contemplated by this Agreement; attorney granted herein is irrevocable and sign, execute, acknowledge, swear to, verify, deliver, file, record and publish any one or more of the foregoingcoupled with an interest.

Pledgee Appointed Attorney-in-Fact. (a) If an Event of Default shall occur and be continuing under the Notes (unless such Event of Default is waived by the Pledgee), Pledgor hereby irrevocably appoints the Pledgee (and any officer or agent of the Pledgee with full power of substitution and revocation) the as Pledgor's true and lawful ’s attorney-in-fact, with full authority in the place and stead of the Pledgor and in the name of the Pledgor or otherwise, from time to time in the Pledgee's discretion to ’s discretion, to, after a Default has occurred and is continuing, take any action and to execute any instrument which the Pledgee may deem necessary or advisable to accomplish the purposes of this Pledge Agreement, including, without limitation: (a) to ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (ib) to receive, endorse and collect all instruments made payable to the Pledgor representing any dividend, interest payment drafts or other distribution instruments, documents and chattel paper in respect connection with clause (a) above; (c) to file any claims or take any action or institute any proceedings which Pledgee may deem necessary or advisable for the collection of any of the Pledged Collateral or otherwise to enforce the rights of Pledgee with respect to any part thereof and to give full discharge for of the sameCollateral; and (iid) to transfer perform the Pledged Collateral on affirmative obligations of Pledgor hereunder (including all obligations of Pledgor under Section 4.07 hereof). Pledgor hereby acknowledges, consents and agrees that the books power of the Company, in whole or in part, attorney granted pursuant to the name of the Pledgee or such other person or persons as the Pledgee may designate; take possession of this Section 5.01 is irrevocable and coupled with an endorse any one or more checks, drafts, bills of exchange, money orders or any other documents received on account of the Pledged Collateral; collect, xxx for and give acquittances for moneys due on account of the foregoing; withdraw any claims, suits, or proceedings pertaining to or arising out of the foregoing; execute and record or file on behalf of the Pledgor any evidence of a security interest contemplated by this Agreement or any refiling, continuation or extension thereof; take any other action contemplated by this Agreement; and sign, execute, acknowledge, swear to, verify, deliver, file, record and publish any one or more of the foregoinginterest.

Pledgee Appointed Attorney-in-Fact. (a) If an Event of Default shall occur and be continuing under the Notes (unless such Event of Default is waived by the Pledgee), The Pledgor hereby constitutes and appoints the Pledgee (and any officer or agent as the attorney-in-fact of the Pledgee Pledgor with full power of substitution and revocation) the Pledgor's true and lawful attorney-in-fact, with full authority either in the place and stead of the Pledgor and Pledgee's name or in the name of the Pledgor to do any of the following: (a) to perform any obligation of the Pledgor hereunder in the Pledgor's name or otherwise; (b) to ask for, from time demand, xxx for, collect, receive, receipt and give acceptance for any and all moneys due or to time in become due under and by virtue of any Pledged Collateral; (c) to prepare, execute, file, record or deliver notices, assignments, financing statements, continuation statements, applications for registration or like papers to perfect, preserve or release the Pledgee's discretion security interest in the Pledged Collateral or any of the documents, instruments, certificates and agreements described herein; (d) to verify facts concerning the Pledged Collateral in its own name or a fictitious name; (e) to endorse checks, drafts, orders and other instruments for the payment of money payable to the Pledgor, representing any interest or dividend or other distribution payable in respect of the Pledged Collateral or any part thereof or on account thereof and to give full discharge for the same; (f) to exercise all rights, powers and remedies which the Pledgor would have, but for this Agreement, under the Pledged Collateral; and (g) to carry out the provisions of this Agreement and to take any action and to execute any instrument which the Pledgee may deem necessary or advisable to accomplish the purposes hereof, and to do all acts and things and execute all documents in the name of this Agreementthe Pledgor or otherwise, includingdeemed by the Pledgee as necessary, without limitationproper and convenient in connection with the preservation, (i) perfection or enforcement of its rights hereunder. Nothing herein contained shall be construed as requiring or obligating the Pledgee to receive, endorse and collect all instruments made payable make any commitment or to make any inquiry as to the Pledgor representing nature or sufficiency of any dividendpayment received by it, interest payment or other distribution in to present or file any claim or notice, or to take any action with respect of to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken by the Pledgee or omitted to give full discharge for the same; and (ii) be taken with respect to transfer the Pledged Collateral on the books of the Company, in whole or in part, to the name of the Pledgee or such other person or persons as the Pledgee may designate; take possession of an endorse any one or more checks, drafts, bills of exchange, money orders or any other documents received on account of the Pledged Collateral; collectpart thereof shall give rise to any defense, xxx for and give acquittances for moneys due on account of the foregoing; withdraw any claims, suits, counterclaim or proceedings pertaining to or arising out of the foregoing; execute and record or file on behalf offset in favor of the Pledgor or to any evidence claim or action against the Pledgee. The power of a security interest contemplated by this Agreement or any refiling, continuation or extension thereof; take any other action contemplated by this Agreement; attorney granted herein is irrevocable and sign, execute, acknowledge, swear to, verify, deliver, file, record and publish any one or more of the foregoingcoupled with an interest.

Pledgee Appointed Attorney-in-Fact. (a) If an Event of Default shall occur and be continuing under the Notes (unless such Event of Default is waived by the Pledgee), The Pledgor hereby ---------------------------------- constitutes and appoints the Pledgee (and any officer or agent as the attorney-in-fact of the Pledgee Pledgor with full power of substitution and revocation) the Pledgor's true and lawful attorney-in-fact, with full authority either in the place and stead of the Pledgor and Pledgee's name or in the name of the Pledgor to do any of the following: (a) to perform any obligation of the Pledgor hereunder in the Pledgor's name or otherwise; (b) to ask for, from time demand, xxx for, collect, receive, receipt and give acquittance for any and all moneys due or to time in become due under and by virtue of any Pledged Collateral; (c) to prepare, execute, file, record or deliver notices, assignments, financing statements, continuation statements, applications for registration or like papers to perfect, preserve or release the Pledgee's discretion security interest in the Pledged Collateral or any of the documents, instruments, certificates and agreements described in Section 10; (d) to verify facts concerning the Pledged Collateral in its own name or a fictitious name; (e) to endorse checks, drafts, orders and other instruments for the payment of money payable to the Pledgor, representing any interest or dividend or other distribution payable in respect of the Pledged Collateral or any part thereof or on account thereof and to give full discharge for the same; (f) to exercise all rights, powers and remedies which the Pledgor would have, but for this Agreement, under the Pledged Collateral; and (g) to carry out the provisions of this Agreement and to take any action and to execute any instrument which the Pledgee may deem necessary or advisable to accomplish the purposes hereof, and to do all acts and things and execute all documents in the name of this Agreementthe Pledgor or otherwise, includingdeemed by the Pledgee as necessary, without limitationproper and convenient in connection with the preservation, (i) perfection or enforcement of its rights hereunder. Nothing herein contained shall be construed as requiring or obligating the Pledgee to receive, endorse and collect all instruments made payable make any commitment or to make any inquiry as to the Pledgor representing nature or sufficiency of any dividendpayment received by it, interest payment or other distribution in to present or file any claim or notice, or to take any action with respect of to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken by the Pledgee or omitted to give full discharge for the same; and (ii) be taken with respect to transfer the Pledged Collateral on the books of the Company, in whole or in part, to the name of the Pledgee or such other person or persons as the Pledgee may designate; take possession of an endorse any one or more checks, drafts, bills of exchange, money orders or any other documents received on account of the Pledged Collateral; collectpart thereof shall give rise to any defense, xxx for and give acquittances for moneys due on account of the foregoing; withdraw any claims, suits, counterclaim or proceedings pertaining to or arising out of the foregoing; execute and record or file on behalf offset in favor of the Pledgor or to any evidence of a security interest contemplated by this Agreement claim or any refiling, continuation action against the Pledgee. The power or extension thereof; take any other action contemplated by this Agreement; attorney granted herein is irrevocable and sign, execute, acknowledge, swear to, verify, deliver, file, record and publish any one or more of the foregoingcoupled with an interest.

Pledgee Appointed Attorney-in-Fact. (a) If an Event of Default shall occur and be continuing under the Notes (unless such Event of Default is waived by the Pledgee), Each Pledgor hereby constitutes and appoints the Pledgee (and any officer or agent as the attorney-in-fact of the Pledgee such Pledgor with full power of substitution and revocation) the Pledgor's true and lawful attorney-in-fact, with full authority either in the place and stead of the Pledgor and Pledgee's name or in the name of such Pledgor to do any of the following: (a) to perform any obligation of such Pledgor hereunder in such Pledgor's name or otherwise; (b) to ask for, from time demand, sue for, collect, receive, receipt and give acquixxxnce for any and all moneys due or to time in become due under and by virtue of any Collateral; (c) to prepare, execute, file, record or deliver notices, assignments, financing statements, continuation statements, applications for registration or like papers to perfect, preserve or release the Pledgee's discretion security interest in the Collateral; (d) to issue entitlement orders, instructions and other orders to any securities intermediary in connection with any of the Collateral held by or maintained with such securities intermediary; (e) to verify facts concerning the Collateral in such Pledgor's name, its own name or a fictitious name; (f) to endorse checks, drafts, orders and other instruments for the payment of money payable to such Pledgor, representing any interest or dividend or other distribution payable in respect of the Collateral or any part thereof or on account thereof and to give full discharge for the same; (g) to exercise all rights, powers and remedies which such Pledgor would have, but for this Agreement, with respect to any of the Collateral; and (h) to carry out the provisions of this Agreement and to take any action and to execute any instrument which the Pledgee may deem necessary or advisable to accomplish the purposes hereof, and to do all acts and things and execute all documents in the name of this Agreementsuch Pledgor or otherwise, includingdeemed by the Pledgee as necessary, without limitationproper and convenient in connection with the preservation, (i) perfection or enforcement of its rights hereunder. Nothing herein contained shall be construed as requiring or obligating the Pledgee to receive, endorse and collect all instruments made payable make any commitment or to make any inquiry as to the Pledgor representing nature or sufficiency of any dividendpayment received by it, interest payment or other distribution in to present or file any claim or notice, or to take any action with respect of to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and to give full discharge for the same; and (ii) to transfer the Pledged Collateral on the books of the Company, in whole or in part, to the name of no action taken by the Pledgee or such other person or persons as omitted to be taken with respect to the Pledgee may designate; take possession of an endorse any one or more checks, drafts, bills of exchange, money orders Collateral or any other documents received on account part thereof shall give rise to any defense, counterclaim or offset in favor of any Pledgor or to any claim or action against the Pledged Collateral; collect, xxx for Pledgee. The power of attorney granted herein is irrevocable and give acquittances for moneys due on account coupled with an interest and can only be exercised following an Event of the foregoing; withdraw any claims, suits, or proceedings pertaining to or arising out of the foregoing; execute and record or file on behalf of the Pledgor any evidence of a security interest contemplated by this Agreement or any refiling, continuation or extension thereof; take any other action contemplated by this Agreement; and sign, execute, acknowledge, swear to, verify, deliver, file, record and publish any one or more of the foregoingDefault.

Pledgee Appointed Attorney-in-Fact. (a) If an Event of Default shall occur and be continuing under the Notes Note (unless such Event of Default is waived by the Pledgee), Pledgor hereby appoints the Pledgee (and any officer or agent of the Pledgee with full power of substitution and revocation) the Pledgor's true and lawful attorney-in-fact, with full authority in the place and stead of the Pledgor and in the name of the Pledgor or otherwise, from time to time in the Pledgee's discretion to take any action and to execute any instrument which the Pledgee may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, (i) to receive, endorse and collect all instruments made payable to the Pledgor representing any dividend, interest payment or other distribution in respect of the Pledged Collateral or any part thereof and to give full discharge for the same; and (ii) to transfer the Pledged Collateral on the books of the Company, in whole or in part, to the name of the Pledgee or such other person or persons as the Pledgee may designate; take possession of an and endorse any one or more checks, drafts, bills of exchange, money orders or any other documents received on account of the Pledged Collateral; collect, xxx for and give acquittances for moneys due on account of the foregoing; withdraw any claims, suits, or proceedings pertaining to or arising out of the foregoing; execute and record or file on behalf of the Pledgor any evidence of a security interest contemplated by this Agreement or any refiling, continuation or extension thereof; take any other action contemplated by this Agreement; and sign, execute, acknowledge, swear to, verify, deliver, file, record and publish any one or more of the foregoing.

Pledgee Appointed Attorney-in-Fact. (a) If an Event of Default shall occur and be continuing under the Notes (unless such Event of Default is waived by the Pledgee)Except as otherwise provided herein, Pledgor hereby appoints Pledgee the Pledgee (and any officer or agent of the Pledgee with full power of substitution and revocation) the Pledgor's true and lawful attorney-in-fact, with full authority in fact of Pledgor for the place and stead purposes of carrying out the Pledgor and in the name provisions of the Pledgor this Agreement or otherwise, from time to time in the Pledgee's discretion to take taking any action and to execute or executing any instrument which the Pledgee may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of this Agreementthe foregoing, includingPledgee shall have the right, without limitationupon the occurrence of a Default, (i) with full power of substitution either in Pledgee’s name or in the name of Pledgor, to receiveask for, endorse demand, xxx for, collect, receive and collect give acquittance for any and all instruments made payable monies due or to the Pledgor representing any dividend, interest payment become due under or other distribution in respect by virtue of the Pledged Collateral Securities, to endorse checks, drafts, orders and other instruments for the payment of money payable to Pledgor constituting Pledged Securities or any part thereof or on account thereof and to give full discharge for the same, to settle, compromise, prosecute or defend any action, claim or proceeding with respect thereto, and to sell, assign, endorse, pledge, transfer and make any agreement respecting, or otherwise deal with, the same; and (ii) provided, however, that nothing herein contained shall be construed as requiring or obligating Pledgee to transfer make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by Pledgee, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral on Securities or any part thereof or the books monies due or to become due in respect thereof or any property covered thereby, and no action taken by Pledgee or omitted to be taken with respect to the Pledged Securities or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Pledgor or to any claim or action against Pledgee, except in the case of, and then solely to the extent of the Companyproximate damage resulting from the, in whole gross negligence or in part, to the name of the Pledgee or such other person or persons as the Pledgee may designate; take possession of an endorse any one or more checks, drafts, bills of exchange, money orders or any other documents received on account of the Pledged Collateral; collect, xxx for and give acquittances for moneys due on account of the foregoing; withdraw any claims, suits, or proceedings pertaining to or arising out of the foregoing; execute and record or file on behalf of the Pledgor any evidence of a security interest contemplated willful misconduct by this Agreement or any refiling, continuation or extension thereof; take any other action contemplated by this Agreement; and sign, execute, acknowledge, swear to, verify, deliver, file, record and publish any one or more of the foregoingPledgee.

Pledgee Appointed Attorney-in-Fact. (a) If an Event of Default shall occur and be continuing under the Notes (unless such Event of Default is waived by the Pledgee), Pledgor hereby appoints the Pledgee (Pledgee, and any officer or agent of the Pledgee Pledgee, with full power of substitution and revocation) the substitution, Pledgor's true and lawful attorney-in-fact, with full authority in the place and stead of the Pledgor and in the name of the Pledgor or otherwise, from time to time in the Pledgee's discretion to take any action and to execute any instrument which the Pledgee may deem necessary or advisable to accomplish the purposes of this Agreement, includingwhich appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, without limitationPledgee shall have the right, (i) with full power of substitution either in Pledgee's name or in the name of Pledgor, to receiveask for, demand, sue xxx, collect, receipt and give acquittance for any and all moneys due or to become due under and by virtue of any Pledged Collateral, to endorse checks, drafts, orders and collect all other instruments made for the payment of money payable to the Pledgor representing any interest or dividend, interest payment or other distribution payable in respect of the Pledged Collateral or any part thereof or on account thereof and to give full discharge for the same; and (ii) to transfer the Pledged Collateral on the books of the Company, in whole or in part, to the name of the Pledgee settle, compromise, prosecute or such other person defend any action, claim or persons as the Pledgee may designate; take possession of an endorse proceedings with respect thereto, and to sell, assign, endorse, pledge, transfer and make any one or more checks, drafts, bills of exchange, money orders or any other documents received on account of the Pledged Collateral; collect, xxx for and give acquittances for moneys due on account of the foregoing; withdraw any claims, suitsagreement respecting, or proceedings pertaining to or arising out of otherwise deal with, the foregoing; execute and record or file on behalf of the Pledgor any evidence of a security interest contemplated by this Agreement or any refiling, continuation or extension thereof; take any other action contemplated by this Agreement; and sign, execute, acknowledge, swear to, verify, deliver, file, record and publish any one or more of the foregoingsame.

Pledgee Appointed Attorney-in-Fact. (a) If Pledgor hereby appoints Pledgee the attorney-in-fact of Pledgor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that Pledgee may deem reasonably necessary to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, Pledgee shall have the right, upon the occurrence and during the continuance of an Event of Default shall occur and be continuing under the Notes (unless such Event of Default is waived by the Pledgee)Default, Pledgor hereby appoints the Pledgee (and any officer or agent of the Pledgee with full power of substitution and revocation) the Pledgor's true and lawful attorney-in-fact, with full authority either in the place and stead of the Pledgor and Pledgee’s name or in the name of Pledgor, to ask for, demand, sue for, collect, receive and give acquittance for any and all monies due or to become due under and by virtue of any Pledged Collateral, to endorse checks, drafts, orders and other instruments for the Pledgor or otherwise, from time to time in the Pledgee's discretion to take any action and to execute any instrument which the Pledgee may deem necessary or advisable to accomplish the purposes payment of this Agreement, including, without limitation, (i) to receive, endorse and collect all instruments made money payable to the Pledgor representing any dividend, interest payment dividend or other distribution payable in respect of the Pledged Collateral or any part thereof or on account thereof and to give full discharge for the same, to settle, compromise, prosecute or defend any action, claim or proceeding with respect thereto, and to sell, assign, endorse, pledge, transfer and to make any agreement respecting, or otherwise deal with, the same; and (ii) provided, however, that nothing herein contained shall be construed as requiring or obligating Pledgee to transfer make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by Pledgee, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral on or any part thereof or the books monies due or to become due in respect thereof or any property covered thereby. Pledgee shall be accountable only for amounts actually received as a result of the Company, in whole or in part, to the name exercise of the powers granted to Pledgee herein, and neither Pledgee nor its shareholders, officers, directors, employees or such other person agents shall be responsible to Pledgor for any act or persons as the Pledgee may designate; take possession of an endorse any one failure to act hereunder, except for Xxxxxxx’s own gross negligence or more checks, drafts, bills of exchange, money orders or any other documents received on account of the Pledged Collateral; collect, xxx for and give acquittances for moneys due on account of the foregoing; withdraw any claims, suits, or proceedings pertaining to or arising out of the foregoing; execute and record or file on behalf of the Pledgor any evidence of a security interest contemplated by this Agreement or any refiling, continuation or extension thereof; take any other action contemplated by this Agreement; and sign, execute, acknowledge, swear to, verify, deliver, file, record and publish any one or more of the foregoingwillful misconduct.

Pledgee Appointed Attorney-in-Fact. (a) If Pledgor hereby appoints Pledgee the attorney-in-fact of Pledgor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that Pledgee may deem reasonably necessary to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, Pledgee shall have the right, upon the occurrence and during the continuance of an Event of Default shall occur and be continuing under the Notes (unless such Event of Default is waived by the Pledgee)Default, Pledgor hereby appoints the Pledgee (and any officer or agent of the Pledgee with full power of substitution and revocation) the Pledgor's true and lawful attorney-in-fact, with full authority either in the place and stead of the Pledgor and Pledgee’s name or in the name of Pledgor, to ask for, demand, xxx for, collect, receive and give acquittance for any and all monies due or to become due under and by virtue of any Pledged Collateral, to endorse checks, drafts, orders and other instruments for the Pledgor or otherwise, from time to time in the Pledgee's discretion to take any action and to execute any instrument which the Pledgee may deem necessary or advisable to accomplish the purposes payment of this Agreement, including, without limitation, (i) to receive, endorse and collect all instruments made money payable to the Pledgor representing any dividend, interest payment dividend or other distribution payable in respect of the Pledged Collateral or any part thereof or on account thereof and to give full discharge for the same, to settle, compromise, prosecute or defend any action, claim or proceeding with respect thereto, and to sell, assign, endorse, pledge, transfer and to make any agreement respecting, or otherwise deal with, the same; and (ii) provided, however, that nothing herein contained shall be construed as requiring or obligating Pledgee to transfer make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by Pledgee, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral on or any part thereof or the books monies due or to become due in respect thereof or any property covered thereby. Pledgee shall be accountable only for amounts actually received as a result of the Company, in whole or in part, to the name exercise of the powers granted to Pledgee herein, and neither Pledgee nor its shareholders, officers, directors, employees or such other person agents shall be responsible to Pledgor for any act or persons as the Pledgee may designate; take possession of an endorse any one failure to act hereunder, except for Pledgee’s own gross negligence or more checks, drafts, bills of exchange, money orders or any other documents received on account of the Pledged Collateral; collect, xxx for and give acquittances for moneys due on account of the foregoing; withdraw any claims, suits, or proceedings pertaining to or arising out of the foregoing; execute and record or file on behalf of the Pledgor any evidence of a security interest contemplated by this Agreement or any refiling, continuation or extension thereof; take any other action contemplated by this Agreement; and sign, execute, acknowledge, swear to, verify, deliver, file, record and publish any one or more of the foregoingwillful misconduct.

Pledgee Appointed Attorney-in-Fact. (a) If an Event of Default shall occur and be continuing under the Notes (unless such Event of Default is waived by the Pledgee), The Pledgor hereby ---------------------------------- constitutes and appoints the Pledgee (and any officer or agent the attorney-in-fact of the Pledgee Pledgor with full power of substitution and revocation) the Pledgor's true and lawful attorney-in-fact, with full authority either in the place and stead of the Pledgor and Pledgee's name or in the name of the Pledgor to do any of the following: (a) to perform any obligation of the Pledgor hereunder in the Pledgor's name or otherwise; (b) to ask for, from time demand, xxx for, collect, receive, receipt and give acquittance for any and all moneys due or to time in become due under and by virtue of any Pledged Collateral; (c) to prepare, execute, file, record or deliver notices, assignments, financing statements, continuation statements or like papers to perfect, preserve or release the Pledgee's discretion security interest in the Pledged Collateral or any of the documents, instruments, certificates and agreements described in Section 11(b) hereof; (d) to prepare, execute, file, record or deliver applications for registration or like papers to perfect, preserve or release the Pledgee's security interest in the Pledged Collateral or any of the documents, instruments, certificates and agreements described in Section 11(b) hereof; (e) to verify facts concerning the Pledged Collateral in its own name or a fictitious name; (f) to endorse checks, drafts, orders and other instruments for the payment of money payable to the Pledgor, representing any interest or dividend or other distribution payable in respect of the Pledged Collateral or any part thereof or on account thereof and to give full discharge for the same; (g) to exercise all rights, powers and remedies which the Pledgor would have, but for this Agreement, under the Pledged Collateral; and (h) to carry out the provisions of this Agreement and to take any action and to execute any instrument which the Pledgee may deem necessary or advisable to accomplish the purposes hereof, and to do all acts and things and execute all documents in the name of this Agreementthe Pledgor or otherwise, includingdeemed by the Pledgee as necessary, without limitationproper and convenient in connection with the preservation, perfection or enforcement of its rights hereunder; provided, however, the Pledgee may exercise the power of attorney granted herein to take the actions specified in the immediately preceding clauses (a), (ib), (d), (e), (f), (g) and (h) only upon the occurrence and during the continuance of an Event of Default. Nothing herein contained shall be construed as requiring or obligating the Pledgee to receive, endorse and collect all instruments made payable make any commitment or to make any inquiry as to the Pledgor representing nature or sufficiency of any dividendpayment received by it, interest payment or other distribution in to present or file any claim or notice, or to take any action with respect of to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken by the Pledgee or omitted to give full discharge for the same; and (ii) be taken with respect to transfer the Pledged Collateral on the books of the Company, in whole or in part, to the name of the Pledgee or such other person or persons as the Pledgee may designate; take possession of an endorse any one or more checks, drafts, bills of exchange, money orders or any other documents received on account of the Pledged Collateral; collectpart thereof shall give rise to any defense, xxx for and give acquittances for moneys due on account of the foregoing; withdraw any claims, suits, counterclaim or proceedings pertaining to or arising out of the foregoing; execute and record or file on behalf offset in favor of the Pledgor or to any evidence claim or action against the Pledgee. The power of a security interest contemplated by this Agreement or any refiling, continuation or extension thereof; take any other action contemplated by this Agreement; attorney granted herein is irrevocable and sign, execute, acknowledge, swear to, verify, deliver, file, record and publish any one or more of the foregoingcoupled with an interest.

Pledgee Appointed Attorney-in-Fact. (a) If an Event of Default shall occur and be continuing under the Notes (unless such Event of Default is waived by the Pledgee), The Pledgor hereby appoints the Pledgee (and any officer or agent of the Pledgee with full power of substitution and revocation) the Pledgor's true and lawful attorney-in-fact, coupled with an interest, with full authority in the place and stead of the Pledgor and in the name of the Pledgor or otherwise, from time to time in the Pledgee's discretion to (i) if an Acceleration Default is continuing, take any action and to execute any instrument which the Pledgee may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, (iI) to receive, endorse and collect all instruments made payable to the Pledgor representing any dividendincome, interest payment dividend or other distribution in respect of the Pledged Collateral or any part or proceeds thereof and to give full discharge for the same; and (iiII) to transfer the Pledged Collateral on the books of the CompanyCollateral, in whole or in part, to the name of the Pledgee or such other person Person or persons Persons as the Pledgee may designate; take possession of an and endorse any one or more checks, drafts, bills of exchange, money orders or any other documents received on account of the Pledged Collateral; collect, xxx for and give acquittances for moneys due on account of the foregoing; withdraw any claims, suits, or proceedings pertaining to or arising out of the foregoing; execute and record or file on behalf of the Pledgor any evidence of a security interest contemplated by this Agreement or any refiling, continuation or extension thereof; take any other action contemplated by this Agreement; and sign, execute, acknowledge, swear to, verify, deliver, file, record and publish any one or more of the foregoing, and (ii) at any time execute and record or file on behalf of the Pledgor any evidence of a security interest contemplated by this Agreement and any refilings, continuations or extensions thereof.

Pledgee Appointed Attorney-in-Fact. (a) If an Event of Default shall occur and be continuing under the Notes (unless such Event of Default is waived by the Pledgee), The Pledgor hereby constitutes and appoints the Pledgee (and any officer or agent of the Pledgee with full power of substitution and revocation) the Pledgor's true and lawful attorney-in-fact, with full authority in the place and stead fact of the Pledgor for the purpose of carrying out the provisions of this Agreement and in the name of the Pledgor or otherwise, from time to time in the Pledgee's discretion to take taking any action and to execute executing any instrument or other document which the Pledgee may reasonably deem necessary or advisable to accomplish the purposes purpose hereof, which appointment is irrevocable and coupled with an interest which shall be exercisable upon the occurrence and during the continuance of this Agreementan Event of Default. Without limiting the generality of the foregoing, includingthe Pledgee will have the right, without limitationwith full power of substitution either in the Pledgee's name or in the name of the Pledgor, (i) to receiveask for, demand, sue for, collect, receive and xxxe acquittance for any and all moneys due or to become due under and by virtue of any Pledged Collateral, to endorse checks, drafts, orders and collect all other instruments made for the payment of money payable to the Pledgor Pledgor, representing any dividend, interest payment or dividend or other distribution payable in respect of the Pledged Collateral or any part thereof or on account thereof and to give full discharge for the same, to settle, compromise, prosecute, or defend any action, claim or proceeding with respect thereto, and to sell, assign, endorse, pledge, transfer and make any agreement respecting, or otherwise deal with, the same; provided, however, that nothing herein contained shall be construed as requiring or obligating the Pledgee to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by it, or to present or file any claim or notice, or to take any action with respect to Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and (ii) no action taken by the Pledgee or omitted to transfer be taken with respect to the Pledged Collateral on the books of the Company, in whole or in part, to the name of the Pledgee or such other person or persons as the Pledgee may designate; take possession of an endorse any one or more checks, drafts, bills of exchange, money orders or any other documents received on account of the Pledged Collateral; collectpart thereof shall give rise to any defense, xxx for and give acquittances for moneys due on account of the foregoing; withdraw any claims, suits, counterclaim or proceedings pertaining to or arising out of the foregoing; execute and record or file on behalf offset in favor of the Pledgor or to any evidence of a security interest contemplated by this Agreement claim or any refiling, continuation or extension thereof; take any other action contemplated by this Agreement; and sign, execute, acknowledge, swear to, verify, deliver, file, record and publish any one or more of against the foregoingPledgee.

Pledgee Appointed Attorney-in-Fact. (a) If an Event of Default shall occur and be continuing under the Notes (unless such Event of Default is waived by the Pledgee), Each Pledgor hereby constitutes and appoints the Pledgee (and any officer or agent as the attorney-in-fact of the Pledgee such Pledgor with full power of substitution and revocation) the Pledgor's true and lawful attorney-in-fact, with full authority either in the place and stead of the Pledgor and Pledgee's name or in the name of such Pledgor to do any of the following: (a) to perform any obligation of such Pledgor hereunder in such Pledgor's name or otherwise; (b) to ask for, from time demand, xxx for, collect, receive, receipt and give acquittance for any and all moneys due or to time in become due under and by virtue of any Collateral; (c) to prepare, execute, file, record or deliver notices, assignments, financing statements, continuation statements, applications for registration or like papers to perfect, preserve or release the Pledgee's discretion to take any action and to execute any instrument which security interest in the Pledgee may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, Collateral; (id) to receiveissue entitlement orders, instructions and other orders to any securities intermediary in connection with any of the Collateral held by or maintained with such securities intermediary; (e) to verify facts concerning the Collateral in such Pledgor's name, its own name or a fictitious name; (f) to endorse checks, drafts, orders and collect all other instruments made for the payment of money payable to the Pledgor such Pledgor, representing any dividend, interest payment or dividend or other distribution payable in respect of the Pledged Collateral or any part thereof or on account thereof and to give full discharge for the same; (g) to exercise all rights, powers and remedies which such Pledgor would have, but for this Agreement, with respect to any of the Collateral; and (iih) to transfer carry out the Pledged Collateral on provisions of this Agreement and to take any action and execute any instrument which the books of Pledgee may deem reasonably necessary or advisable to accomplish the Companypurposes hereof, and to do all acts and things and execute all documents in whole or in part, to the name of such Pledgor or otherwise, reasonably deemed by the Pledgee as necessary, proper and convenient in connection with the preservation, perfection or enforcement of its rights hereunder. Nothing herein contained shall be construed as requiring or obligating the Pledgee to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by it, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken by the Pledgee or such other person omitted to be taken with respect to the Collateral or persons as any part thereof shall give rise to any defense, counterclaim or offset in favor of any Pledgor or to any claim or action against the Pledgee may designate; take possession except as specifically provided herein. The power of attorney granted herein is irrevocable and coupled with an endorse any one or more checks, drafts, bills of exchange, money orders or any other documents received on account of the Pledged Collateral; collect, xxx for and give acquittances for moneys due on account of the foregoing; withdraw any claims, suits, or proceedings pertaining to or arising out of the foregoing; execute and record or file on behalf of the Pledgor any evidence of a security interest contemplated by this Agreement or any refiling, continuation or extension thereof; take any other action contemplated by this Agreement; and sign, execute, acknowledge, swear to, verify, deliver, file, record and publish any one or more of the foregoinginterest.

Pledgee Appointed Attorney-in-Fact. (a) If an Event of Default shall occur and be continuing under the Notes (unless such Event of Default is waived by the Pledgee), The Pledgor hereby appoints the Pledgee (Pledgee, and any officer partner or agent of the Pledgee Pledgee, with full power of substitution and revocation) substitution, the Pledgor's true and lawful attorney-in-fact, with full authority in the place and stead of the Pledgor and in the name of the Pledgor or otherwise, ,from time to time in the Pledgee's discretion to take any action and to execute any instrument which the Pledgee reasonably may deem necessary or advisable to accomplish the purposes of this Agreement, includingwhich appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, without limitationthe Pledgee shall have the right, (i) upon the occurrence and during the continuance of a Default, with full power of substitution either in the Pledgee's name or in the name of each such Pledgor, to receiveas for, demand, sue for, collect, receipt xxd give acquittance for any and all moneys due or to become due under and by virtue of any Pledged Collateral, to endorse checks, drafts, orders and collect all other instruments made for the payment of money payable to the such Pledgor representing any interest or dividend, interest payment or other distribution payable in respect of the Pledged Collateral or any part thereof or on account thereof and to give full discharge for the same; and (ii) to transfer the Pledged Collateral on the books of the Company, in whole or in part, to the name of the Pledgee settle, compromise, prosecute or such other person defend any action, claim or persons as the Pledgee may designate; take possession of an endorse proceedings with respect thereto, and to sell, assign, endorse, pledge, transfer and make any one or more checks, drafts, bills of exchange, money orders or any other documents received on account of the Pledged Collateral; collect, xxx for and give acquittances for moneys due on account of the foregoing; withdraw any claims, suitsagreement respecting, or proceedings pertaining to or arising out of otherwise deal with, the foregoing; execute and record or file on behalf of the Pledgor any evidence of a security interest contemplated by this Agreement or any refiling, continuation or extension thereof; take any other action contemplated by this Agreement; and sign, execute, acknowledge, swear to, verify, deliver, file, record and publish any one or more of the foregoingsame. SECTION 9.

Pledgee Appointed Attorney-in-Fact. (a) If From and after the occurrence and during the existence of an Event of Default shall occur and be continuing under Default, the Notes (unless such Event of Default is waived by the Pledgee), Pledgor hereby constitutes and appoints the Pledgee (and any officer or agent as the attorney-in-fact of the Pledgee Pledgor with full power of substitution and revocation) the Pledgor's true and lawful attorney-in-fact, with full authority either in the place and stead of the Pledgor and Pledgee's name or in the name of the Pledgor to do any of the following with respect to any Securities and the related Pledged Collateral as to which the Effective Date has occurred: (a) to perform any obligation of the Pledgor hereunder in the Pledgor's name or otherwise; (b) to ask for, from time demand, xxx for, collect, receive, receipt and give acquittance for any and all moneys due or to time in become due under and by virtue of any Pledged Collateral; (c) to prepare, execute, file, record or deliver notices, assignments, financing statements, continuation statements, applications for registration or like papers to perfect, preserve or release the Pledgee's discretion security interest in the Pledged Collateral or any of the documents, instruments, certificates and agreements described in Section 13(b); (d) to verify facts concerning the Pledged Collateral in its own name or a fictitious name; (e) to endorse checks, drafts, orders and other instruments for the payment of money payable to the Pledgor, representing any interest or dividend or other distribution payable in respect of the Pledged Collateral or any part thereof or on account thereof and to give full discharge for the same; (f) to exercise all rights, powers and remedies which the Pledgor would have, but for this Agreement, under the Pledged Collateral; and (g) to carry out the provisions of this Agreement and to take any action and to execute any instrument which the Pledgee may deem necessary or advisable to accomplish the purposes hereof, and to do all acts and things and execute all documents in the name of this Agreementthe Pledgor or otherwise, includingdeemed by the Pledgee as necessary, without limitationproper and convenient in connection with the preservation, (i) perfection or enforcement of its rights hereunder. Nothing herein contained shall be construed as requiring or obligating the Pledgee to receive, endorse and collect all instruments made payable make any commitment or to make any inquiry as to the Pledgor representing nature or sufficiency of any dividendpayment received by it, interest payment or other distribution in to present or file any claim or notice, or to take any action with respect of to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken by the Pledgee or omitted to give full discharge for the same; and (ii) be taken with respect to transfer the Pledged Collateral on the books of the Company, in whole or in part, to the name of the Pledgee or such other person or persons as the Pledgee may designate; take possession of an endorse any one or more checks, drafts, bills of exchange, money orders or any other documents received on account of the Pledged Collateral; collectpart thereof shall give rise to any defense, xxx for and give acquittances for moneys due on account of the foregoing; withdraw any claims, suits, counterclaim or proceedings pertaining to or arising out of the foregoing; execute and record or file on behalf offset in favor of the Pledgor or to any evidence of a security interest contemplated by this Agreement claim or any refiling, continuation action against the Pledgee. The power or extension thereof; take any other action contemplated by this Agreement; attorney granted herein is irrevocable and sign, execute, acknowledge, swear to, verify, deliver, file, record and publish any one or more of the foregoingcoupled with an interest.

Pledgee Appointed Attorney-in-Fact. (a) If an Event of Default shall occur and be continuing under the Notes (unless such Event of Default is waived by the Pledgee), Each Pledgor hereby constitutes and appoints the Pledgee (and any officer or agent as the attorney-in-fact of the Pledgee such Pledgor with full power of substitution and revocation) the Pledgor's true and lawful attorney-in-fact, with full authority either in the place and stead of the Pledgor and Pledgee’s name or in the name of such Pledgor to do any of the following: (a) to perform any obligation of such Pledgor hereunder in such Pledgor’s name or otherwise; (b) to ask for, from time demand, xxx for, collect, receive, receipt and give acquittance for any and all moneys due or to time become due under and by virtue of any Collateral; (c) to prepare, execute, file, record or deliver notices, assignments, financing statements, continuation statements, applications for registration or like papers to perfect, preserve or release the Pledgee’s security interest in the Pledgee's discretion Collateral; (d) to issue entitlement orders, instructions and other orders to any securities intermediary in connection with any of the Collateral held by or maintained with such securities intermediary; (e) to verify facts concerning the Collateral in such Pledgor’s name, its own name or a fictitious name; (f) to endorse checks, drafts, orders and other instruments for the payment of money payable to such Pledgor, representing any interest or dividend or other distribution payable in respect of the Collateral or any part thereof or on account thereof and to give full discharge for the same; (g) to exercise all rights, powers and remedies which such Pledgor would have, but for this Agreement, with respect to any of the Collateral; and (h) to carry out the provisions of this Agreement and to take any action and to execute any instrument which the Pledgee may deem necessary or advisable to accomplish the purposes hereof, and to do all acts and things and execute all documents in the name of this Agreementsuch Pledgor or otherwise, includingdeemed by the Pledgee as necessary, without limitationproper and convenient in connection with the preservation, perfection or enforcement of its rights hereunder; provided, that the Pledgee shall only exercise its rights under clauses (a), (ib), (e) and (g) while an Event of Default exists. Nothing herein contained shall be construed as requiring or obligating the Pledgee or any Lender to receive, endorse and collect all instruments made payable make any commitment or to make any inquiry as to the Pledgor representing nature or sufficiency of any dividendpayment received by it, interest payment or other distribution in to present or file any claim or notice, or to take any action with respect of to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and to give full discharge for the same; and (ii) to transfer the Pledged Collateral on the books of the Company, in whole or in part, to the name of no action taken by the Pledgee or such other person or persons as omitted to be taken with respect to the Pledgee may designate; take possession of an endorse any one or more checks, drafts, bills of exchange, money orders Collateral or any other documents received on account part thereof shall give rise to any defense, counterclaim or offset in favor of any Pledgor or to any claim or action against the Pledged Collateral; collect, xxx for Pledgee. The power of attorney granted herein is irrevocable and give acquittances for moneys due on account of the foregoing; withdraw any claims, suits, or proceedings pertaining to or arising out of the foregoing; execute and record or file on behalf of the Pledgor any evidence of a security interest contemplated by this Agreement or any refiling, continuation or extension thereof; take any other action contemplated by this Agreement; and sign, execute, acknowledge, swear to, verify, deliver, file, record and publish any one or more of the foregoingcoupled with an interest.

Pledgee Appointed Attorney-in-Fact. (a) If an Event of Default shall occur and be continuing under the Notes (unless such Event of Default is waived by the Pledgee), Each Pledgor hereby constitutes and appoints the Pledgee (and any officer or agent as the attorney-in-fact of the Pledgee such Pledgor with full power of substitution and revocation) the Pledgor's true and lawful attorney-in-fact, with full authority either in the place and stead of the Pledgor and Pledgee’s name or in the name of such Pledgor to do any of the following: (a) to perform any obligation of such Pledgor hereunder in such Pledgor’s name or otherwise; (b) to ask for, from time demand, xxx for, collect, receive, receipt and give acquittance for any and all moneys due or to time become due under and by virtue of any Collateral; (c) to prepare, execute, file, record or deliver notices, assignments, financing statements, continuation statements, applications for registration or like papers to perfect, preserve or release the Pledgee’s security interest in the Pledgee's discretion Collateral; (d) to issue entitlement orders, instructions and other orders to any securities intermediary in connection with any of the Collateral held by or maintained with such securities intermediary; (e) to verify facts concerning the Collateral in such Pledgor’s name, its own name or a fictitious name; (f) to endorse checks, drafts, orders and other instruments for the payment of money payable to such Pledgor, representing any interest or dividend or other distribution payable in respect of the Collateral or any part thereof or on account thereof and to give full discharge for the same; (g) to exercise all rights, powers and remedies which such Pledgor would have, but for this Agreement, with respect to any of the Collateral; and (h) to carry out the provisions of this Agreement and to take any action and to execute any instrument which the Pledgee may deem necessary or advisable to accomplish the purposes hereof, and to do all acts and things and execute all documents in the name of this Agreementsuch Pledgor or otherwise, includingdeemed by the Pledgee as necessary, without limitationproper and convenient in connection with the preservation, perfection or enforcement of its rights hereunder; provided, however, the Pledgee may only exercise its rights described in the immediately preceding clauses (a), (ib), (d) to receiveand (g) if an Event of Default exists; provided further, endorse and collect all instruments made payable that the Pledgee will give notice to the Pledgor representing any dividend, interest payment or other distribution in respect Borrower as soon as reasonably possible upon its exercise of the Pledged rights under the immediately preceding clauses (a) through (h), except (1) any such notice regarding the exercise of rights under the immediately preceding clauses (a), (b), (d) or (g) shall be given if and to the extent required by Applicable Law and (2) in no event will the failure to give such notice have any effect on the validity of the exercise of any such right or give rise to liability on the part of any Secured Beneficiary. Nothing herein contained shall be construed as requiring or obligating any Secured Beneficiary to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by it, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and to give full discharge for the same; and (ii) to transfer the Pledged Collateral on the books of the Company, in whole or in part, to the name of no action taken by the Pledgee or such other person or persons as omitted to be taken with respect to the Pledgee may designate; take possession of an endorse any one or more checks, drafts, bills of exchange, money orders Collateral or any other documents received on account part thereof shall give rise to any defense, counterclaim or offset in favor of any Pledgor or to any claim or action against the Pledged Collateral; collect, xxx for Pledgee. The power of attorney granted herein is irrevocable and give acquittances for moneys due on account of the foregoing; withdraw any claims, suits, or proceedings pertaining to or arising out of the foregoing; execute and record or file on behalf of the Pledgor any evidence of a security interest contemplated by this Agreement or any refiling, continuation or extension thereof; take any other action contemplated by this Agreement; and sign, execute, acknowledge, swear to, verify, deliver, file, record and publish any one or more of the foregoingcoupled with an interest.

Pledgee Appointed Attorney-in-Fact. (a) If an Event of Default shall occur and be continuing under the Notes (unless such Event of Default is waived by the Pledgee), The Pledgor hereby constitutes and appoints the Pledgee (and any officer or agent as the attorney-in-fact of the Pledgee Pledgor with full power of substitution and revocation) the Pledgor's true and lawful attorney-in-fact, with full authority either in the place and stead of the Pledgor and Pledgee’s name or in the name of the Pledgor to do any of the following: (a) to perform any obligation of the Pledgor hereunder in the Pledgor’s name or otherwise; (b) to ask for, from time demand, xxx for, collect, receive, receipt and give acceptance for any and all moneys due or to time become due under and by virtue of any Pledged Collateral; (c) to prepare, execute, file, record or deliver notices, assignments, financing statements, continuation statements, applications for registration or like papers to perfect, preserve or release the Pledgee’s security interest in the Pledgee's discretion Pledged Collateral or any of the documents, instruments, certificates and agreements described herein; (d) to verify facts concerning the Pledged Collateral in its own name or a fictitious name; (e) to endorse checks, drafts, orders and other instruments for the payment of money payable to the Pledgor, representing any interest or dividend or other distribution payable in respect of the Pledged Collateral or any part thereof or on account thereof and to give full discharge for the same; (f) to exercise all rights, powers and remedies which the Pledgor would have, but for this Agreement, under the Pledged Collateral; and (g) to carry out the provisions of this Agreement and to take any action and to execute any instrument which the Pledgee may deem necessary or advisable to accomplish the purposes hereof, and to do all acts and things and execute all documents in the name of this Agreementthe Pledgor or otherwise, includingdeemed by the Pledgee as necessary, without limitationproper and convenient in connection with the preservation, (i) perfection or enforcement of its rights hereunder. Nothing herein contained shall be construed as requiring or obligating the Pledgee to receive, endorse and collect all instruments made payable make any commitment or to make any inquiry as to the Pledgor representing nature or sufficiency of any dividendpayment received by it, interest payment or other distribution in to present or file any claim or notice, or to take any action with respect of to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken by the Pledgee or omitted to give full discharge for the same; and (ii) be taken with respect to transfer the Pledged Collateral on the books of the Company, in whole or in part, to the name of the Pledgee or such other person or persons as the Pledgee may designate; take possession of an endorse any one or more checks, drafts, bills of exchange, money orders or any other documents received on account of the Pledged Collateral; collectpart thereof shall give rise to any defense, xxx for and give acquittances for moneys due on account of the foregoing; withdraw any claims, suits, counterclaim or proceedings pertaining to or arising out of the foregoing; execute and record or file on behalf offset in favor of the Pledgor or to any evidence claim or action against the Pledgee. The power of a security interest contemplated by this Agreement or any refiling, continuation or extension thereof; take any other action contemplated by this Agreement; attorney granted herein is irrevocable and sign, execute, acknowledge, swear to, verify, deliver, file, record and publish any one or more of the foregoingcoupled with an interest.

Pledgee Appointed Attorney-in-Fact. (a) If an Event of Default shall occur and be continuing under the Notes (unless such Event of Default is waived by the Pledgee), Each Pledgor hereby constitutes and appoints the Pledgee (and any officer or agent as the attorney-in-fact of the Pledgee such Pledgor with full power of substitution and revocation) the Pledgor's true and lawful attorney-in-fact, with full authority either in the place and stead of the Pledgor and Pledgee's name or in the name of such Pledgor to do any of the following: (a) to perform any obligation of such Pledgor hereunder in such Pledgor's name or otherwise; (b) to ask for, from time demand, xxx for, collect, receive, receipt and give acquittance for any and all moneys due or to time in become due under and by virtue of any Collateral; (c) to prepare, execute, file, record or deliver notices, assignments, financing statements, continuation statements, applications for registration or like papers to perfect, preserve or release the Pledgee's discretion security interest in the Collateral; (d) to issue entitlement orders, instructions and other orders to any securities intermediary in connection with any of the Collateral held by or maintained with such securities intermediary; (e) to verify facts concerning the Collateral in such Pledgor's name, its own name or a fictitious name; (f) to endorse checks, drafts, orders and other instruments for the payment of money payable to such Pledgor, representing any interest or dividend or other distribution payable in respect of the Collateral or any part thereof or on account thereof and to give full discharge for the same; (g) to exercise all rights, powers and remedies which such Pledgor would have, but for this Agreement, with respect to any of the Collateral; and (h) to carry out the provisions of this Agreement and to take any action and to execute any instrument which the Pledgee may deem necessary or advisable to accomplish the purposes hereof, and to do all acts and things and execute all documents in the name of this Agreementsuch Pledgor or otherwise, includingdeemed by the Pledgee as necessary, without limitationproper and convenient in connection with the preservation, (i) perfection or enforcement of its rights hereunder. Nothing herein contained shall be construed as requiring or obligating the Pledgee to receive, endorse and collect all instruments made payable make any commitment or to make any inquiry as to the Pledgor representing nature or sufficiency of any dividendpayment received by it, interest payment or other distribution in to present or file any claim or notice, or to take any action with respect of to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and to give full discharge for the same; and (ii) to transfer the Pledged Collateral on the books of the Company, in whole or in part, to the name of no action taken by the Pledgee or such other person or persons as omitted to be taken with respect to the Pledgee may designate; take possession of an endorse any one or more checks, drafts, bills of exchange, money orders Collateral or any other documents received on account part thereof shall give rise to any defense, counterclaim or offset in favor of any Pledgor or to any claim or action against the Pledged Collateral; collect, xxx for Pledgee. The power of attorney granted herein is irrevocable and give acquittances for moneys due on account coupled with an interest and can only be exercised following an Event of the foregoing; withdraw any claims, suits, or proceedings pertaining to or arising out of the foregoing; execute and record or file on behalf of the Pledgor any evidence of a security interest contemplated by this Agreement or any refiling, continuation or extension thereof; take any other action contemplated by this Agreement; and sign, execute, acknowledge, swear to, verify, deliver, file, record and publish any one or more of the foregoingDefault.

Pledgee Appointed Attorney-in-Fact. (a) If The Pledgor hereby constitutes and appoints the Pledgee as the attorney-in-fact of the Pledgor upon the occurrence and during the continuation of an Event of Default shall occur and be continuing under the Notes (unless such Event of Default is waived by the Pledgee), Pledgor hereby appoints the Pledgee (and any officer or agent of the Pledgee with full power of substitution and revocation) the Pledgor's true and lawful attorney-in-fact, with full authority either in the place and stead of the Pledgor and Pledgee's name or in the name of the Pledgor to do any of the following: (a) to perform any obligation of the Pledgor hereunder in the Pledgor's name or otherwise; (b) to ask for, from time demand, sue xxx, collect, receive, receipt and give acquittance for any and all moneys due or to time in become due under and by virtue of any Pledged Collateral; (c) to prepare, execute, file, record or deliver notices, assignments, financing statements, continuation statements, applications for registration or like papers to perfect, preserve or release the Pledgee's discretion security interest in the Pledged Collateral or any of the documents, instruments, certificates and agreements described in Section 13(b); (d) to verify facts concerning the Pledged Collateral in its own name or a fictitious name; (e) to endorse checks, drafts, orders and other instruments for the payment of money payable to the Pledgor, representing any interest or dividend or other distribution payable in respect of the Pledged Collateral or any part thereof or on account thereof and to give full discharge for the same; (f) to exercise all rights, powers and remedies which the Pledgor would have, but for this Pledge Agreement, under the Pledged Collateral; and (g) to carry out the provisions of this Pledge Agreement and to take any action and to execute any instrument which the Pledgee may deem necessary or advisable to accomplish the purposes hereof, and to do all acts and things and execute all documents in the name of this Agreementthe Pledgor or otherwise, includingdeemed by the Pledgee as necessary, without limitationproper and convenient in connection with the preservation, (i) perfection or enforcement of its rights hereunder. Nothing herein contained shall be construed as requiring or obligating the Pledgee to receive, endorse and collect all instruments made payable make any commitment or to make any inquiry as to the Pledgor representing nature or sufficiency of any dividendpayment received by it, interest payment or other distribution in to present or file any claim or notice, or to take any action with respect of to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken by the Pledgee or omitted to give full discharge for the same; and (ii) be taken with respect to transfer the Pledged Collateral on the books of the Company, in whole or in part, to the name of the Pledgee or such other person or persons as the Pledgee may designate; take possession of an endorse any one or more checks, drafts, bills of exchange, money orders or any other documents received on account of the Pledged Collateral; collectpart thereof shall give rise to any defense, xxx for and give acquittances for moneys due on account of the foregoing; withdraw any claims, suits, counterclaim or proceedings pertaining to or arising out of the foregoing; execute and record or file on behalf offset in favor of the Pledgor or to any evidence claim or action against the Pledgee. The power of a security interest contemplated by this Agreement or any refiling, continuation or extension thereof; take any other action contemplated by this Agreement; attorney granted herein is irrevocable and sign, execute, acknowledge, swear to, verify, deliver, file, record and publish any one or more of the foregoingcoupled with an interest.

Pledgee Appointed Attorney-in-Fact. (a) If an Event of Default shall occur and be continuing under the Notes (unless such Event of Default is waived by the Pledgee), The Pledgor hereby constitutes and appoints the Pledgee (and any officer or agent as the attorney-in-fact of the Pledgee Pledgor with full power of substitution and revocation) the Pledgor's true and lawful attorney-in-fact, with full authority either in the place and stead of the Pledgor and Pledgee’s name or in the name of the Pledgor to do any of the following: (a) to perform any obligation of the Pledgor hereunder in the Pledgor’s name or otherwise; (b) to ask for, from time demand, xxx for, collect, receive, receipt and give acquittance for any and all moneys due or to time become due under and by virtue of any Pledged Collateral; (c) to prepare, execute, file, record or deliver notices, assignments, financing statements, continuation statements, applications for registration or like papers to perfect, preserve or release the Pledgee’s security interest in the Pledgee's discretion Pledged Collateral; (d) to issue entitlement orders, instructions and other orders to the Custodian under or in connection with the Custodian Agreement; (e) to verify facts concerning the Pledged Collateral in the Pledgor’s name, its own name or a fictitious name; (f) to endorse checks, drafts, orders and other instruments for the payment of money payable to the Pledgor, representing any interest or dividend or other distribution payable in respect of the Pledged Collateral or any part thereof or on account thereof and to give full discharge for the same; (g) to exercise all rights, powers and remedies which the Pledgor would have, but for this Agreement, under the Pledged Collateral; and (h) to carry out the provisions of this Agreement and to take any action and to execute any instrument which the Pledgee may deem necessary or advisable to accomplish the purposes hereof, and to do all acts and things and execute all documents in the name of this Agreementthe Pledgor or otherwise, includingdeemed by the Pledgee as necessary, without limitationproper and convenient in connection with the preservation, (i) perfection or enforcement of its rights hereunder. Nothing herein contained shall be construed as requiring or obligating the Pledgee to receive, endorse and collect all instruments made payable make any commitment or to make any inquiry as to the Pledgor representing nature or sufficiency of any dividendpayment received by it, interest payment or other distribution in to present or file any claim or notice, or to take any action with respect of to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken by the Pledgee or omitted to give full discharge for the same; and (ii) be taken with respect to transfer the Pledged Collateral on the books of the Company, in whole or in part, to the name of the Pledgee or such other person or persons as the Pledgee may designate; take possession of an endorse any one or more checks, drafts, bills of exchange, money orders or any other documents received on account of the Pledged Collateral; collectpart thereof shall give rise to any defense, xxx for and give acquittances for moneys due on account of the foregoing; withdraw any claims, suits, counterclaim or proceedings pertaining to or arising out of the foregoing; execute and record or file on behalf offset in favor of the Pledgor or to any evidence of a security interest contemplated by this Agreement claim or any refiling, continuation action against the Pledgee. The power or extension thereof; take any other action contemplated by this Agreement; attorney granted herein is irrevocable and sign, execute, acknowledge, swear to, verify, deliver, file, record and publish any one or more of the foregoingcoupled with an interest.

Pledgee Appointed Attorney-in-Fact. (a) If an Event of Default shall occur and be continuing under the Notes (unless such Event of Default is waived by The Pledgor hereby irrevocably appoints the Pledgee), Pledgor hereby appoints its nominee, and any other Person whom the Pledgee (and any officer or agent of the Pledgee with full power of substitution and revocation) may designate, as the Pledgor's true and lawful ’s attorney-in-fact, with full authority power during the existence of any Event of Default (in respect of which the place Pledgee has provided Pledgor with notice of its election to exercise the rights and stead of the Pledgor and remedies set forth in the name of the Pledgor or otherwise, from time to time in the Pledgee's discretion Section 6(b) above) to take any action and to execute any instrument which the Pledgee that such attorney-in-fact may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, to (i) to receive, endorse and collect all instruments (or other property, as applicable) made payable to the Pledgor representing any dividend, interest payment or other distribution in respect of the Pledged Collateral Securities or any part thereof and to give full discharge for the same; and (ii) sell, transfer, pledge, make any agreement with respect to transfer the Pledged Collateral on the books of the Company, in whole or in part, to the name of the Pledgee or such other person or persons as the Pledgee may designate; take possession of an endorse otherwise deal with any one or more checks, drafts, bills of exchange, money orders or any other documents received on account of the Pledged Collateral; collectSecurities as fully and completely as though such attorney-in-fact was the absolute owner thereof for all purposes, xxx for and give acquittances for moneys due on account to do, at such attorney-in-fact’s option and the Pledgor’s expense, at any time or from time to time, all acts and things that such attorney-in-fact deems necessary to protect, preserve or realize upon the Pledged Securities. The Pledgor hereby ratifies and approves all acts of any such attorney-in-fact made or taken pursuant to this Section 7 and agrees that neither the foregoing; withdraw any claims, suits, or proceedings pertaining to or arising out of the foregoing; execute and record or file on behalf of the Pledgor any evidence of a security interest contemplated by this Agreement or any refiling, continuation or extension thereof; take Pledgee nor any other action contemplated Person designated as an attorney-in-fact by this Agreement; the Pledgee shall be liable for any acts, omissions, errors of judgment or mistakes of fact or law (other than, and signonly to the extent of, executesuch Person’s gross negligence or willful misconduct). The foregoing powers of attorney, acknowledgebeing coupled with an interest, swear to, verify, deliver, file, record and publish any one or more of are irrevocable until the foregoingNote Obligations have been fully paid.

Pledgee Appointed Attorney-in-Fact. (a) If an Event of Default shall occur and be continuing under the Notes (unless such Event of Default is waived by the Pledgee), The Pledgor hereby constitutes and appoints the Pledgee (and any officer or agent as the attorney-in-fact of the Pledgee Pledgor with full power of substitution and revocation) the Pledgor's true and lawful attorney-in-fact, with full authority either in the place and stead of the Pledgor and Pledgee’s name or in the name of the Pledgor to do any of the following: (a) to perform any obligation of the Pledgor hereunder in the Pledgor’s name or otherwise; (b) to ask for, from time demand, xxx for, collect, receive, receipt and give acquittance for any and all moneys due or to time become due under and by virtue of any Collateral; (c) to prepare, execute, file, record or deliver notices, assignments, financing statements, continuation statements, applications for registration or like papers to perfect, preserve or release the Pledgee’s security interest in the Pledgee's discretion Collateral; (d) to issue entitlement orders, instructions and other orders to any securities intermediary in connection with any of the Collateral held by or maintained with such securities intermediary; (e) to verify facts concerning the Collateral in the Pledgor’s name, its own name or a fictitious name; (f) to endorse checks, drafts, orders and other instruments for the payment of money payable to the Pledgor, representing any interest or dividend or other distribution payable in respect of the Collateral or any part thereof or on account thereof and to give full discharge for the same; (g) to exercise all rights, powers and remedies which the Pledgor would have, but for this Agreement, with respect to any of the Collateral; and (h) to carry out the provisions of this Agreement and to take any action and to execute any instrument which the Pledgee may deem necessary or advisable to accomplish the purposes hereof, and to do all acts and things and execute all documents in the name of this Agreementthe Pledgor or otherwise, includingdeemed by the Pledgee as necessary, without limitationproper and convenient in connection with the preservation, perfection or enforcement of its rights hereunder; provided, that the Pledgee shall only exercise its rights under clauses (a), (ib), (d), (e), (g) and (h) while an Event of Default exists. Nothing herein contained shall be construed as requiring or obligating the Pledgee, the Issuing Bank or any Lender to receive, endorse and collect all instruments made payable make any commitment or to make any inquiry as to the Pledgor representing nature or sufficiency of any dividendpayment received by it, interest payment or other distribution in to present or file any claim or notice, or to take any action with respect of to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and to give full discharge for the same; and (ii) to transfer the Pledged Collateral on the books of the Company, in whole or in part, to the name of no action taken by the Pledgee or such other person or persons as omitted to be taken with respect to the Pledgee may designate; take possession of an endorse any one or more checks, drafts, bills of exchange, money orders Collateral or any other documents received on account of the Pledged Collateral; collectpart thereof shall give rise to any defense, xxx for and give acquittances for moneys due on account of the foregoing; withdraw any claims, suits, counterclaim or proceedings pertaining to or arising out of the foregoing; execute and record or file on behalf offset in favor of the Pledgor or to any evidence claim or action against the Pledgee. The power of a security interest contemplated by this Agreement or any refiling, continuation or extension thereof; take any other action contemplated by this Agreement; attorney granted herein is irrevocable and sign, execute, acknowledge, swear to, verify, deliver, file, record and publish any one or more of the foregoingcoupled with an interest.

Pledgee Appointed Attorney-in-Fact. (a) If an Event of Default shall occur and be continuing under the Notes (unless such Event of Default is waived by the Pledgee), Each Pledgor hereby constitutes and appoints the Pledgee (and any officer or agent as the attorney-in-fact of the Pledgee such Pledgor with full power of substitution and revocation) the Pledgor's true and lawful attorney-in-fact, with full authority either in the place and stead of the Pledgor and Pledgee’s name or in the name of such Pledgor to do any of the following: (a) to perform any obligation of such Pledgor hereunder in such Pledgor’s name or otherwise; (b) to ask for, from time demand, sxx for, collect, receive, receipt and give acquittance for any and all moneys due or to time become due under and by virtue of any Collateral; (c) to prepare, execute, file, record or deliver notices, assignments, financing statements, continuation statements, applications for registration or like papers to perfect, preserve or release the Pledgee’s security interest in the Pledgee's discretion Collateral; (d) to issue entitlement orders, instructions and other orders to any securities intermediary in connection with any of the Collateral held by or maintained with such securities intermediary; (e) to verify facts concerning the Collateral in such Pledgor’s name, its own name or a fictitious name; (f) to endorse checks, drafts, orders and other instruments for the payment of money payable to such Pledgor, representing any interest or dividend or other distribution payable in respect of the Collateral or any part thereof or on account thereof and to give full discharge for the same; (g) to exercise all rights, powers and remedies which such Pledgor would have, but for this Agreement, with respect to any of the Collateral; and (h) to carry out the provisions of this Agreement and to take any action and to execute any instrument which the Pledgee may deem necessary or advisable to accomplish the purposes hereof, and to do all acts and things and execute all documents in the name of this Agreementsuch Pledgor or otherwise, includingdeemed by the Pledgee as necessary, without limitationproper and convenient in connection with the preservation, perfection or enforcement of its rights hereunder; provided, however, the Pledgee may only exercise its rights described in the immediately preceding clauses (a), (ib), (d) to receiveand (g) if an Event of Default exists; provided further, endorse and collect all instruments made payable that the Pledgee will give notice to the Pledgor representing any dividend, interest payment or other distribution in respect Borrower as soon as reasonably possible upon its exercise of the Pledged rights under the immediately preceding clauses (a) through (h), except (1) any such notice regarding the exercise of rights under the immediately preceding clauses (a), (b), (d) or (g) shall be given if and to the extent required by Applicable Law and (2) in no event will the failure to give such notice have any effect on the validity of the exercise of any such right or give rise to liability on the part of the Pledgee or any Lender. Nothing herein contained shall be construed as requiring or obligating the Pledgee or any Lender to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by it, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and to give full discharge for the same; and (ii) to transfer the Pledged Collateral on the books of the Company, in whole or in part, to the name of no action taken by the Pledgee or such other person or persons as omitted to be taken with respect to the Pledgee may designate; take possession of an endorse any one or more checks, drafts, bills of exchange, money orders Collateral or any other documents received on account part thereof shall give rise to any defense, counterclaim or offset in favor of any Pledgor or to any claim or action against the Pledged Collateral; collect, xxx for Pledgee. The power of attorney granted herein is irrevocable and give acquittances for moneys due on account of the foregoing; withdraw any claims, suits, or proceedings pertaining to or arising out of the foregoing; execute and record or file on behalf of the Pledgor any evidence of a security interest contemplated by this Agreement or any refiling, continuation or extension thereof; take any other action contemplated by this Agreement; and sign, execute, acknowledge, swear to, verify, deliver, file, record and publish any one or more of the foregoingcoupled with an interest.

Pledgee Appointed Attorney-in-Fact. (a) If an Event of Default shall occur and be continuing under the Notes (unless such Event of Default is waived by the Pledgee), The Pledgor hereby constitutes and appoints the Pledgee (and any officer or agent as the attorney-in-fact of the Pledgee Pledgor with full power of substitution and revocation) the Pledgor's true and lawful attorney-in-fact, with full authority either in the place and stead of the Pledgor and Pledgee's name or in the name of the Pledgor to do any of the following: (a) to perform any obligation of the Pledgor hereunder in the Pledgor's name or otherwise; (b) to ask for, from time demand, sue for, collect, receive, receipt and give acquittance for any and axx moneys due or to time in become due under and by virtue of any Collateral; (c) to prepare, execute, file, record or deliver notices, assignments, financing statements, continuation statements, applications for registration or like papers to perfect, preserve or release the Pledgee's discretion security interest in the Collateral or any of the documents, instruments, certificates and agreements described in Section 12; (d) to verify facts concerning the Collateral in its own name or a fictitious name; (e) to endorse checks, drafts, orders and other instruments for the payment of money payable to the Pledgor, representing any interest or dividend or other distribution payable in respect of the Collateral or any part thereof or on account thereof and to give full discharge for the same; (f) to exercise all rights, powers and remedies which the Pledgor would have, but for this Agreement, under the Collateral; and (g) to carry out the provisions of this Agreement and to take any action and to execute any instrument which the Pledgee may deem necessary or advisable to accomplish the purposes hereof, and to do all acts and things and execute all documents in the name of this Agreementthe Pledgor or otherwise, includingdeemed by the Pledgee as necessary, without limitationproper and convenient in connection with the preservation, (i) perfection or enforcement of its rights hereunder. Nothing herein contained shall be construed as requiring or obligating the Pledgee to receive, endorse and collect all instruments made payable make any commitment or to make any inquiry as to the Pledgor representing nature or sufficiency of any dividendpayment received by it, interest payment or other distribution in to present or file any claim or notice, or to take any action with respect of to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and to give full discharge for the same; and (ii) to transfer the Pledged Collateral on the books of the Company, in whole or in part, to the name of no action taken by the Pledgee or such other person or persons as omitted to be taken with respect to the Pledgee may designate; take possession of an endorse any one or more checks, drafts, bills of exchange, money orders Collateral or any other documents received on account of the Pledged Collateral; collectpart thereof shall give rise to any defense, xxx for and give acquittances for moneys due on account of the foregoing; withdraw any claims, suits, counterclaim or proceedings pertaining to or arising out of the foregoing; execute and record or file on behalf offset in favor of the Pledgor or to any evidence claim or action against the Pledgee. The power of a security interest contemplated by this Agreement or any refiling, continuation or extension thereof; take any other action contemplated by this Agreement; attorney granted herein is irrevocable and sign, execute, acknowledge, swear to, verify, deliver, file, record and publish any one or more of the foregoingcoupled with an interest.

Pledgee Appointed Attorney-in-Fact. (a) If an Event of Default shall occur and be continuing under the Notes (unless such Event of Default is waived by the Pledgee), Each Pledgor hereby appoints Pledgee the Pledgee (and any officer or agent of the Pledgee with full power of substitution and revocation) the Pledgor's true and lawful attorney-in-fact, with full authority in fact of such Pledgor for the place purpose of carrying out the provisions of this Agreement and stead of the Pledgor and in the name of the Pledgor or otherwise, from time to time in the Pledgee's discretion to take taking any action and to execute executing any instrument which the that Pledgee may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of this the foregoing, after the Senior Priority Discharge Date, or as otherwise provided in the Intercreditor Agreement, includingPledgee shall have the right, without limitationupon the occurrence and during the continuance of an Event of Default, (i) with full power of substitution either in Pledgee’s name or in the name of such Pledgor, to receiveask for, demand, xxx for, collect, receive and give acquittance for any and all monies due or to become due under and by virtue of any Pledged Collateral, to endorse checks, drafts, orders and collect all other instruments made for the payment of money payable to the Pledgor representing any dividend, interest payment or dividend or other distribution payable in respect of the Pledged Collateral or any part thereof or on account thereof and to give full discharge for the same, to settle, compromise, prosecute or defend any action, claim or proceeding with respect thereto, and to sell, assign, endorse, pledge, transfer and to make any agreement respecting, or otherwise deal with, the same; and (ii) provided, however, that nothing herein contained shall be construed as requiring or obligating Pledgee to transfer make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by Pledgee, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral on or any part thereof or the books monies due or to become due in respect thereof or any property covered thereby. Pledgee and the other Noteholder Secured Parties shall be accountable only for amounts actually received as a result of the Company, in whole or in part, to the name exercise of the Pledgee powers granted to them herein, and neither they nor their shareholders, officers, directors, employees or such other person agents shall be responsible to any Pledgor for any act or persons as the Pledgee may designate; take possession of an endorse any one failure to act hereunder, except for their own gross negligence or more checks, drafts, bills of exchange, money orders or any other documents received on account of the Pledged Collateral; collect, xxx for and give acquittances for moneys due on account of the foregoing; withdraw any claims, suits, or proceedings pertaining to or arising out of the foregoing; execute and record or file on behalf of the Pledgor any evidence of a security interest contemplated by this Agreement or any refiling, continuation or extension thereof; take any other action contemplated by this Agreement; and sign, execute, acknowledge, swear to, verify, deliver, file, record and publish any one or more of the foregoingwillful misconduct.

Pledgee Appointed Attorney-in-Fact. (a) If an Event of Default shall occur and be continuing under the Notes (unless such Event of Default is waived by the Pledgee), Each Pledgor hereby constitutes and appoints the Pledgee (and any officer or agent as the attorney-in-fact of the Pledgee such Pledgor with full power of substitution and revocation) the Pledgor's true and lawful attorney-in-fact, with full authority either in the place and stead of the Pledgor and Pledgee's name or in the name of such Pledgor to do any of the following: (a) to perform any obligation of such Pledgor hereunder in such Pledgor's name or otherwise; (b) to ask for, from time demand, sue for, collect, receive, receipt and give acquxxxance for any and all moneys due or to time in become due under and by virtue of any Collateral; (c) to prepare, execute, file, record or deliver notices, assignments, financing statements, continuation statements, applications for registration or like papers to perfect, preserve or release the Pledgee's discretion security interest in the Collateral; (d) to issue entitlement orders, instructions and other orders to any securities intermediary in connection with any of the Collateral held by or maintained with such securities intermediary; (e) to verify facts concerning the Collateral in such Pledgor's name, its own name or a fictitious name; (f) to endorse checks, drafts, orders and other instruments for the payment of money payable to such Pledgor, representing any interest or dividend or other distribution payable in respect of the Collateral or any part thereof or on account thereof and to give full discharge for the same; (g) to exercise all rights, powers and remedies which such Pledgor would have, but for this Agreement, with respect to any of the Collateral; and (h) to carry out the provisions of this Agreement and to take any action and to execute any instrument which the Pledgee may deem necessary or advisable to accomplish the purposes hereof, and to do all acts and things and execute all documents in the name of this Agreementsuch Pledgor or otherwise, includingdeemed by the Pledgee as necessary, without limitationproper and convenient in connection with the preservation, (i) perfection or enforcement of its rights hereunder. Nothing herein contained shall be construed as requiring or obligating the Pledgee to receive, endorse and collect all instruments made payable make any commitment or to make any inquiry as to the Pledgor representing nature or sufficiency of any dividendpayment received by it, interest payment or other distribution in to present or file any claim or notice, or to take any action with respect of to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and to give full discharge for the same; and (ii) to transfer the Pledged Collateral on the books of the Company, in whole or in part, to the name of no action taken by the Pledgee or such other person or persons as omitted to be taken with respect to the Pledgee may designate; take possession of an endorse any one or more checks, drafts, bills of exchange, money orders Collateral or any other documents received on account part thereof shall give rise to any defense, counterclaim or offset in favor of any Pledgor or to any claim or action against the Pledged Collateral; collect, xxx for Pledgee. The power of attorney granted herein is irrevocable and give acquittances for moneys due on account coupled with an interest and can only be exercised following an Event of the foregoing; withdraw any claims, suits, or proceedings pertaining to or arising out of the foregoing; execute and record or file on behalf of the Pledgor any evidence of a security interest contemplated by this Agreement or any refiling, continuation or extension thereof; take any other action contemplated by this Agreement; and sign, execute, acknowledge, swear to, verify, deliver, file, record and publish any one or more of the foregoingDefault.

Pledgee Appointed Attorney-in-Fact. (a) If Each Pledgor hereby constitutes and appoints the Pledgee as the attorney-in-fact of such Pledgor upon the occurrence and during the continuation of an Event of Default shall occur and be continuing under the Notes (unless such Event of Default is waived by the Pledgee), Pledgor hereby appoints the Pledgee (and any officer or agent of the Pledgee with full power of substitution and revocation) the Pledgor's true and lawful attorney-in-fact, with full authority either in the place and stead of the Pledgor and Pledgee's name or in the name of such Pledgor to do any of the following: (a) to perform any obligation of such Pledgor hereunder in such Pledgor's name or otherwise; (b) to ask for, from time demand, sue xxx, collect, receive, receipt and give acquittance for any and all moneys due or to time in become due under and by virtue of any Pledged Collateral; (c) to prepare, execute, file, record or deliver notices, assignments, financing statements, continuation statements, applications for registration or like papers to perfect, preserve or release the Pledgee's discretion security interest in the Pledged Collateral or any of the documents, instruments, certificates and agreements described in Section 13(b); (d) to verify facts concerning the Pledged Collateral in its own name or a fictitious name; (e) to endorse checks, drafts, orders and other instruments for the payment of money payable to such Pledgor, representing any interest or dividend or other distribution payable in respect of the Pledged Collateral or any part thereof or on account thereof and to give full discharge for the same; (f) to exercise all rights, powers and remedies which such Pledgor would have, but for this Pledge Agreement, under the Pledged Collateral; and (g) to carry out the provisions of this Pledge Agreement and to take any action and to execute any instrument which the Pledgee may deem necessary or advisable to accomplish the purposes hereof, and to do all acts and things and execute all documents in the name of this Agreementsuch Pledgor or otherwise, includingdeemed by the Pledgee as necessary, without limitationproper and convenient in connection with the preservation, (i) perfection or enforcement of its rights hereunder. Nothing herein contained shall be construed as requiring or obligating the Pledgee to receive, endorse and collect all instruments made payable make any commitment or to make any inquiry as to the Pledgor representing nature or sufficiency of any dividendpayment received by it, interest payment or other distribution in to present or file any claim or notice, or to take any action with respect of to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken by the Pledgee or omitted to give full discharge for the same; and (ii) be taken with respect to transfer the Pledged Collateral on the books of the Company, in whole or in part, to the name of the Pledgee or such other person or persons as the Pledgee may designate; take possession of an endorse any one or more checks, drafts, bills of exchange, money orders or any other documents received on account part thereof shall give rise to any defense, counterclaim or offset in favor of any Pledgor or to any claim or action against the Pledged Collateral; collect, xxx for Pledgee. The power of attorney granted herein is irrevocable and give acquittances for moneys due on account of the foregoing; withdraw any claims, suits, or proceedings pertaining to or arising out of the foregoing; execute and record or file on behalf of the Pledgor any evidence of a security interest contemplated by this Agreement or any refiling, continuation or extension thereof; take any other action contemplated by this Agreement; and sign, execute, acknowledge, swear to, verify, deliver, file, record and publish any one or more of the foregoingcoupled with an interest.

Pledgee Appointed Attorney-in-Fact. (a) If an Event of Default shall occur and be continuing under the Notes (unless such Event of Default is waived by the Pledgee), Each Pledgor hereby appoints Pledgee the Pledgee (and any officer or agent of the Pledgee with full power of substitution and revocation) the Pledgor's true and lawful attorney-in-fact, with full authority in fact of such Pledgor for the place purpose of carrying out the provisions of this Agreement and stead of the Pledgor and in the name of the Pledgor or otherwise, from time to time in the Pledgee's discretion to take taking any action and to execute executing any instrument which the that Pledgee may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of this Agreementthe foregoing, includingPledgee shall have the right, without limitationupon the occurrence and during the continuance of an Event of Default, (i) with full power of substitution either in Pledgee’s name or in the name of such Pledgor, to receiveask for, demand, xxx for, collect, receive and give acquittance for any and all monies due or to become due under and by virtue of any Pledged Collateral, to endorse checks, drafts, orders and collect all other instruments made for the payment of money payable to the Pledgor representing any dividend, interest payment or dividend or other distribution payable in respect of the Pledged Collateral or any part thereof or on account thereof and to give full discharge for the same, to settle, compromise, prosecute or defend any action, claim or proceeding with respect thereto, and to sell, assign, endorse, pledge, transfer and to make any agreement respecting, or otherwise deal with, the same; and (ii) provided, however, that nothing herein contained shall be construed as requiring or obligating Pledgee to transfer make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by Pledgee, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral on or any part thereof or the books monies due or to become due in respect thereof or any property covered thereby. Pledgee and the other Secured Parties shall be accountable only for amounts actually received as a result of the Company, in whole or in part, to the name exercise of the Pledgee powers granted to them herein, and neither they nor their shareholders, officers, directors, employees or such other person agents shall be responsible to any Pledgor for any act or persons as the Pledgee may designate; take possession of an endorse any one failure to act hereunder, except for their own gross negligence or more checks, drafts, bills of exchange, money orders or any other documents received on account of the Pledged Collateral; collect, xxx for and give acquittances for moneys due on account of the foregoing; withdraw any claims, suits, or proceedings pertaining to or arising out of the foregoing; execute and record or file on behalf of the Pledgor any evidence of a security interest contemplated by this Agreement or any refiling, continuation or extension thereof; take any other action contemplated by this Agreement; and sign, execute, acknowledge, swear to, verify, deliver, file, record and publish any one or more of the foregoingwillful misconduct.