Common use of Attorney-in-Fact Clause in Contracts

Attorney-in-Fact. Company hereby irrevocably appoints Trustee as Company's attorney-in-fact effective during the continuance of an Event of Default, with full authority in the place and stead of Company and in the name of Company, Trustee or Holders or otherwise, from time to time in Trustee's discretion to take any action (including completion and presentation of any proxy) and to execute any instrument that Trustee may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation (but subject to the other provisions hereof), to (i) receive, endorse and collect all instruments made payable to Company representing any dividend or other distribution in respect of the Pledged Collateral or any part thereof; (ii) exercise the voting and other consensual rights pertaining to the Pledged Collateral; and (iii) sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Pledged Collateral as fully and completely as though Trustee was the absolute owner thereof for all purposes, and to do, at Trustee's option and Company's expense, at any time or from time to time, all acts and things that Trustee deems necessary to protect, preserve or realize upon the Pledged Collateral. Company hereby ratifies and approves all acts of Trustee made or taken pursuant to this Section 9. Except as specifically set forth in Section 11 hereof, neither Trustee nor any Person designated by Trustee shall be liable for any acts or omissions or for any error of judgment or mistake of fact or law. This power of attorney, being coupled with an interest, shall be irrevocable until all Secured Obligations shall have been paid in full.

Attorney-in-Fact. Company Contributor hereby irrevocably appoints Trustee the Company (or its designee) and any successor thereof from time to time (the Company or such designee or any such successor of any of them acting in the Contributor’s capacity as Company's attorney-in-fact effective during pursuant hereto, the continuance “Attorney-in-Fact”) as the true and lawful attorney-in-fact and agent of an Event of DefaultContributor, with full authority to act in the name, place and stead of Company Contributor to make, execute, acknowledge and in deliver all such other contracts, orders, receipts, notices, requests, instructions, certificates, consents, letters and other writings relating to the name of Companytransactions contemplated by this Agreement (including, Trustee or Holders or otherwisewithout limitation, from time to time in Trustee's discretion to take any action (including completion and presentation the execution of any proxyClosing Documents or other documents) relating to the acquisition by the Company of the Contributor’s Holdings Interests, all in accordance with the terms and to execute any instrument that Trustee may deem necessary or advisable to accomplish the purposes conditions of this Agreement, including, without limitation (but subject to as well as the other provisions hereof), to (i) receive, endorse and collect all instruments made payable to Company representing any dividend or other distribution in respect organizational documents of the Pledged Collateral Company and the Operating Partnership, as they may be amended or revised, any part thereof; (ii) exercise the voting registration rights agreements and other consensual rights pertaining to the Pledged Collateral; and (iii) sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Pledged Collateral as fully and completely as though Trustee was the absolute owner thereof for all purposeslock-up agreements, and to doprovide information to the Securities and Exchange Commission and others about the transactions contemplated hereby, as fully as could the Contributor if personally present and acting (the “Power of Attorney”). The Contributor agrees, at Trustee's option the request of the Company, to execute a separate power of attorney and Company's expenseproxy on the same terms as set forth in this Section 5.3, at with such execution to be witnessed and notarized. The Power of Attorney entered into by the Contributor and all authority granted hereby shall be coupled with an interest and therefore shall be irrevocable and shall not be terminated by any time act of Contributor, by operation of law or from time by the occurrence of any other event or events, and if any other such act or event shall occur before the completion of the transactions contemplated by this Agreement, the Attorney-in-Fact shall nevertheless be authorized and directed to time, complete all acts such transactions as if such other act or event had not occurred and things that Trustee deems necessary to protect, preserve or realize upon regardless of notice thereof. Contributor hereby authorizes the Pledged Collateralreliance of third parties on each of the Power of Attorney. Company Contributor hereby ratifies and approves confirms all acts that the Attorney-in-Fact shall lawfully do or cause to be done by virtue of Trustee made the exercise of the powers granted to it by Contributor hereunder. Contributor acknowledges that the Company has, and any designee or taken successor thereof acting as Attorney-in-Fact may have, an economic interest in the transactions contemplated by this Agreement. The Power of Attorney contained in this Section 5.3 shall expire on the earlier of the first anniversary of the Closing or the termination of this Agreement. Notwithstanding anything to the contrary, the Attorney-in-Fact may not expand the Contributor’s covenants, representations or covenants beyond those contemplated by this Agreement and the other documents and agreements contemplated hereby or modify the provisions of this Agreement pursuant to this Section 9. Except as specifically set forth in Section 11 hereof, neither Trustee nor any Person designated by Trustee shall be liable for any acts or omissions or for any error such Power of judgment or mistake of fact or law. This power of attorney, being coupled with an interest, shall be irrevocable until all Secured Obligations shall have been paid in fullAttorney.

Attorney-in-Fact. Company Pledgor hereby irrevocably constitutes and appoints Trustee as Company's its true and lawful attorney-in-fact effective during the continuance of an Event of Default, with full power and authority in the place and stead of Company Pledgor and in the name of CompanyPledgor, Trustee or Holders or otherwise, from time to time in Trustee's discretion to take any action (including completion and presentation of any proxy) and to execute any instrument that Trustee may deem necessary or advisable to accomplish enforce all rights of Pledgor with respect to the purposes of this AgreementCollateral, including, without limitation (but subject limitation, the right to ask, require, demand, receive and give acquittance for any and all moneys and claims for money due and to become due under or arising out of the other provisions hereof)Collateral; to elect remedies thereunder, to (i) receive, endorse and collect all instruments made payable to Company representing any dividend checks or other distribution instruments or orders in respect of the Pledged Collateral or any part thereofconnection therewith; (ii) exercise the voting to vote, demand, receive and other consensual enforce Pledgor's rights pertaining to the Pledged Collateral; and (iii) sell, transfer, pledge, make any agreement with respect to or otherwise deal the Collateral; to give appropriate receipts, releases and satisfactions for and on behalf of and in the name of Pledgor or, at the option of Trustee, in the name of Trustee, with any of the Pledged Collateral same force and effect as fully and completely as though Trustee was the absolute owner thereof for all purposes, Pledgor could do if this Agreement had not been made; and to dofile any claims or take any action or institute any proceedings in connection therewith which Trustee may reasonably deem to be necessary or advisable; provided, at Trustee's option and Company's expensehowever, at any time or from time to time, all acts and things that Trustee deems necessary to protect, preserve or realize shall not exercise such rights unless upon the Pledged Collateral. Company hereby ratifies occurrence and approves all acts during the continuation of Trustee made or taken pursuant to this Section 9. Except as specifically set forth in Section 11 hereof, neither Trustee nor any Person designated by Trustee shall be liable for any acts or omissions or for any error an Event of judgment or mistake of fact or lawDefault. This power of attorney, being attorney is a power coupled with an interest, interest and shall be irrevocable until all Secured Obligations shall have been paid in fullirrevocable.

Attorney-in-Fact. Company hereby Each Member irrevocably constitutes and appoints Trustee the Directors, and each of them individually, with full power of substitution and resubstitution, as Company's its true and lawful attorney-in-fact effective during the continuance of an Event of Default, and agent with full power and authority in the its name, place and stead of Company to execute, acknowledge, verify, deliver, swear to, file and record at the appropriate public offices all amendments to this Agreement adopted in accordance with the name of Company, Trustee or Holders or otherwise, from time to time in Trustee's discretion to take any action (including completion and presentation of any proxy) and to execute any instrument that Trustee may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation (but subject to the other provisions terms hereof), to (i) receive, endorse and collect all instruments made payable to Company representing any dividend or other distribution in respect of the Pledged Collateral or any part thereof; (ii) exercise the voting and other consensual rights pertaining to the Pledged Collateral; and (iii) sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Pledged Collateral as fully and completely as though Trustee was the absolute owner thereof for all purposes, and to do, at Trustee's option and Company's expense, at any time or from time to time, all acts and things other instruments that Trustee the Board deems necessary to protectreflect or give effect to such amendments. The appointment by all Members of the Directors, preserve or realize upon the Pledged Collateral. Company hereby ratifies and approves all acts each of Trustee made or taken pursuant to this Section 9. Except them individually, as specifically set forth in Section 11 hereof, neither Trustee nor any Person designated by Trustee attorney-in-fact shall be liable for any acts or omissions or for any error of judgment or mistake of fact or law. This deemed to be a power of attorney, being coupled with an interest, in recognition of the fact that each of the Members under this Agreement will be relying upon the power of the Directors, and each of them individually, to act as contemplated by this Agreement in any filing and other action by the Directors, or any of them individually, on behalf of the Company, shall survive the incapacity of any Person hereby giving such power, and the transfer or assignment of all or any portion of the Membership Interest of such Person in the Company, and shall not be irrevocable until affected by the subsequent incapacity of such Person; provided that in the event of the assignment by a Member of all Secured Obligations of its Membership Interest in the Company, the foregoing power of attorney of an assignor Member shall have been paid in fullsurvive such assignment; and provided further that if such assignee is admitted as a Substitute Member pursuant to this Agreement, the foregoing power of attorney shall survive with respect to the transferring Member only to the extent of, and for the purpose of, enabling the Directors, or any of them individually, to execute, acknowledge, swear to and file any instruments necessary to effect the substitution of the assignee as a Substitute Member. This power of attorney may be exercised by such attorney-in-fact for all Members (or any of them) by signature of the Directors, or any Director individually, acting as attorney-in-fact with or without listing all of the Members executing an instrument. Any Person dealing with the Company may conclusively presume and rely upon the fact that any instrument referred to above, executed by any holder of this power of attorney, is authorized, legal, valid and binding, without further inquiry. If required, each Member shall execute and deliver to the Board within 10 calendar days after the receipt of a request therefor, such further designations, powers of attorney or other instruments as the Board shall reasonably deem necessary for the purposes hereof.

Attorney-in-Fact. Company Each Contributor hereby irrevocably appoints Trustee the Company (or its designee) and any successor thereof from time to time (the Company or such designee or any such successor of any of them acting in such Contributor’s capacity as Company's attorney-in-fact effective during pursuant hereto, the continuance “Attorney-in-Fact”) as the true and lawful attorney-in-fact and agent of an Event of DefaultContributor, with full authority to act in the name, place and stead of Company such Contributor to make, execute, acknowledge and in deliver all such other contracts, orders, receipts, notices, requests, instructions, certificates, consents, letters and other writings relating to the name of Companytransactions contemplated by this Agreement (including, Trustee or Holders or otherwisewithout limitation, from time to time in Trustee's discretion to take any action (including completion and presentation the execution of any proxyClosing Documents or other documents) relating to the acquisition by the Company of such Contributor’s SCP III Interests, all in accordance with the terms and to execute any instrument that Trustee may deem necessary or advisable to accomplish the purposes conditions of this Agreement, including, without limitation (but subject to as well as the other provisions hereof), to (i) receive, endorse and collect all instruments made payable to Company representing any dividend or other distribution in respect organizational documents of the Pledged Collateral Company and the Operating Partnership, as they may be amended or revised, any part thereof; (ii) exercise the voting registration rights agreements and other consensual rights pertaining to the Pledged Collateral; and (iii) sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Pledged Collateral as fully and completely as though Trustee was the absolute owner thereof for all purposeslock-up agreements, and to doprovide information to the Securities and Exchange Commission and others about the transactions contemplated hereby, as fully as could such Contributor if personally present and acting (the “Power of Attorney”). Each Contributor agrees, at Trustee's option the request of the Company, to execute a separate power of attorney and Company's expenseproxy on the same terms as set forth in this Section 5.3, at with such execution to be witnessed and notarized. The Power of Attorney entered into by each Contributor and all authority granted hereby shall be coupled with an interest and therefore shall be irrevocable and shall not be terminated by any time act of such Contributor, by operation of law or from time by the occurrence of any other event or events, and if any other such act or event shall occur before the completion of the transactions contemplated by this Agreement, the Attorney-in-Fact shall nevertheless be authorized and directed to time, complete all acts such transactions as if such other act or event had not occurred and things that Trustee deems necessary to protect, preserve or realize upon regardless of notice thereof. Each Contributor hereby authorizes the Pledged Collateralreliance of third parties on each of the Power of Attorney. Company Each Contributor hereby ratifies and approves confirms all acts that the Attorney-in-Fact shall lawfully do or cause to be done by virtue of Trustee made the exercise of the powers granted to it by such Contributor hereunder. Each Contributor acknowledges that the Company has, and any designee or taken successor thereof acting as Attorney-in-Fact may have, an economic interest in the transactions contemplated by this Agreement. The Power of Attorney contained in this Section 5.3 shall expire on the earlier of the first anniversary of the Closing or the termination of this Agreement. Notwithstanding anything to the contrary, the Attorney-in-Fact may not expand any Contributor’s covenants, representations or covenants beyond those contemplated by this Agreement and the other documents and agreements contemplated hereby or modify the provisions of this Agreement pursuant to this Section 9. Except as specifically set forth in Section 11 hereof, neither Trustee nor any Person designated by Trustee shall be liable for any acts or omissions or for any error such Power of judgment or mistake of fact or law. This power of attorney, being coupled with an interest, shall be irrevocable until all Secured Obligations shall have been paid in fullAttorney.

Attorney-in-Fact. Company The Grantor hereby irrevocably constitutes and appoints Trustee the Lender, or any other person whom the Lender may designate, as Companythe Grantor's attorney-in-fact effective during fact, at the continuance Grantor's sole cost and expense, to exercise (a) at any time (without notice to the Grantor and irrespective of whether any Event of Default exists) all or any of the following powers, and (b) at any time an Event of DefaultDefault exists, all of the powers set forth in Section 7.4, all of which powers, being coupled with full authority an interest, shall be irrevocable until this Agreement is terminated in accordance with Section 8.15: (1) to transmit to Account Debtors notice of the place Lender's Liens on the Accounts and stead of Company Contracts and to demand and receive from Account Debtors information concerning the Accounts and Contracts; (2) to notify Account Debtors to make payments on the Accounts and Contracts directly to the Lender or to a lock box designated by Lender; (3) to take or to bring, in the name of Companythe Lender or in the name of the Grantor, Trustee all steps, action, suits or Holders or otherwise, from time to time in Trustee's discretion to take any action (including completion and presentation of any proxy) and to execute any instrument that Trustee may deem proceedings deemed by the Lender necessary or advisable desirable to accomplish effect collection of the purposes Accounts and Contracts; (4) to receive, open and dispose of this Agreement, including, without limitation (but subject all mail addressed to the other provisions hereof), to (i) receive, endorse and collect all instruments made payable to Company representing any dividend or other distribution in respect of Grantor that is received by the Pledged Collateral or any part thereof; (ii) exercise the voting and other consensual rights pertaining to the Pledged CollateralLender; and (iii5) sellto receive, transfertake, pledgeendorse, make assign and deliver in the Lender's or the Grantor's name any agreement with respect instruments relating to or otherwise deal with any of the Pledged Collateral as fully Accounts and completely as though Trustee was the absolute owner thereof for all purposes, and to do, at Trustee's option and Company's expense, at any time or from time to time, all acts and things that Trustee deems necessary to protect, preserve or realize upon the Pledged CollateralContracts. Company hereby ratifies and approves all All acts of Trustee made such attorney-in-fact or designee taken pursuant to this Section 9. Except as specifically set forth in 4.3 or Section 11 hereof7.4 are hereby ratified and approved by the Grantor, neither Trustee nor any Person designated by Trustee and said attorney shall not be liable for any acts or omissions or omissions, nor for any error of judgment or mistake of fact or law. This power of attorney, being coupled with an interest, shall be irrevocable until all Secured Obligations shall have been paid in full.

Attorney-in-Fact. Company hereby irrevocably appoints Trustee as Company's attorney-in-fact effective during the continuance of an Event of Default, with full authority in the place and stead of Company and in the name of Company, Trustee or Holders or otherwise, from time to time in Trustee's discretion to take any action (including completion and presentation of any proxy) and to execute any instrument that Trustee may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation (but subject to the other provisions hereof), to (i) receive, endorse and collect all instruments made payable to Company representing any dividend or other distribution in respect of the Pledged Collateral or any part thereof; (ii) exercise the voting and other consensual rights pertaining to the Pledged Collateral; and (iii) sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Pledged Collateral as fully and completely as though Trustee was the absolute owner thereof for all purposes, and to do, at Trustee's option and Company's expense, at any time or from time to time, all acts and things that Trustee deems necessary to protect, preserve or realize upon the Pledged Collateral. Company hereby ratifies and approves all acts of Trustee made or taken pursuant to this Section 9. Except as specifically set forth in Section 11 hereof, neither Trustee nor any Person designated by Trustee shall be liable for any acts or omissions or for any error of judgment or mistake of fact or law. This power of attorney, being coupled with an interest, shall be irrevocable until all Secured Obligations shall have been paid in full.

Attorney-in-Fact. Company Each Contributor hereby irrevocably appoints Trustee the Company (or its designee) and any successor thereof from time to time (the Company or such designee or any such successor of any of them acting in such Contributor’s capacity as Company's attorney-in-fact effective during pursuant hereto, the continuance “Attorney-in-Fact”) as the true and lawful attorney-in-fact and agent of an Event of DefaultContributor, with full authority to act in the name, place and stead of Company such Contributor to make, execute, acknowledge and in deliver all such other contracts, orders, receipts, notices, requests, instructions, certificates, consents, letters and other writings relating to the name of Companytransactions contemplated by this Agreement (including, Trustee or Holders or otherwisewithout limitation, from time to time in Trustee's discretion to take any action (including completion and presentation the execution of any proxyClosing Documents or other documents) relating to the acquisition by the Company of such Contributor’s SCP Interests, all in accordance with the terms and to execute any instrument that Trustee may deem necessary or advisable to accomplish the purposes conditions of this Agreement, including, without limitation (but subject to as well as the other provisions hereof), to (i) receive, endorse and collect all instruments made payable to Company representing any dividend or other distribution in respect organizational documents of the Pledged Collateral Company and the Operating Partnership, as they may be amended or revised, any part thereof; (ii) exercise the voting registration rights agreements and other consensual rights pertaining to the Pledged Collateral; and (iii) sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Pledged Collateral as fully and completely as though Trustee was the absolute owner thereof for all purposeslock-up agreements, and to doprovide information to the Securities and Exchange Commission and others about the transactions contemplated hereby, as fully as could such Contributor if personally present and acting (the “Power of Attorney”). Each Contributor agrees, at Trustee's option the request of the Company, to execute a separate power of attorney and Company's expenseproxy on the same terms as set forth in this Section 5.3, at with such execution to be witnessed and notarized. The Power of Attorney entered into by each Contributor and all authority granted hereby shall be coupled with an interest and therefore shall be irrevocable and shall not be terminated by any time act of such Contributor, by operation of law or from time by the occurrence of any other event or events, and if any other such act or event shall occur before the completion of the transactions contemplated by this Agreement, the Attorney-in-Fact shall nevertheless be authorized and directed to time, complete all acts such transactions as if such other act or event had not occurred and things that Trustee deems necessary to protect, preserve or realize upon regardless of notice thereof. Each Contributor hereby authorizes the Pledged Collateralreliance of third parties on each of the Power of Attorney. Company Each Contributor hereby ratifies and approves confirms all acts that the Attorney-in-Fact shall lawfully do or cause to be done by virtue of Trustee made the exercise of the powers granted to it by such Contributor hereunder. Each Contributor acknowledges that the Company has, and any designee or taken successor thereof acting as Attorney-in-Fact may have, an economic interest in the transactions contemplated by this Agreement. The Power of Attorney contained in this Section 5.3 shall expire on the earlier of the first anniversary of the Closing or the termination of this Agreement. Notwithstanding anything to the contrary, the Attorney-in-Fact may not expand any Contributor’s covenants, representations or covenants beyond those contemplated by this Agreement and the other documents and agreements contemplated hereby or modify the provisions of this Agreement pursuant to this Section 9. Except as specifically set forth in Section 11 hereof, neither Trustee nor any Person designated by Trustee shall be liable for any acts or omissions or for any error such Power of judgment or mistake of fact or law. This power of attorney, being coupled with an interest, shall be irrevocable until all Secured Obligations shall have been paid in fullAttorney.

Attorney-in-Fact. Company Each Secured Party hereby appoints Gehrig White as collateral agent (the “Collateral Agent”) for the purposes of perfecting the Secured Parties’ security interests hereunder and for the purposes set forth in this Section 8. Grantor does hereby irrevocably appoints Trustee make, constitute and appoint the Collateral Agent on behalf of all of the Secured Parties as Company's its true and lawful attorney-in-fact effective during (the continuance “Power of an Event of DefaultAttorney”), with full power and authority to do any and all acts necessary or proper to carry out the intent of this Agreement including, without limitation, the right, power and authority (a) to enforce all rights of Grantor under and pursuant to any agreements with respect to the Collateral, all for the sole benefit of the Secured Parties; (b) to enter into and perform such arrangements as may be necessary in order to carry out the place terms, covenants and stead conditions of Company and in the name of Company, Trustee this Agreement that are required to be observed or Holders or otherwise, from time to time in Trustee's discretion to take any action performed by Grantor; (including completion and presentation of any proxyc) and to execute such other and further mortgages, pledges and assignments of the Collateral as the Secured Parties may reasonably require for the purpose of perfecting, protecting or maintaining the security interest granted to the Secured Parties by this Agreement; and (d) to do any instrument that Trustee may deem and all other things necessary or advisable proper to accomplish carry out the purposes intent of this Agreement, including, without limitation (but subject to the other provisions hereof), to (i) receive, endorse and collect all instruments made payable to Company representing any dividend or other distribution in respect of the Pledged Collateral or any part thereof; (ii) exercise the voting and other consensual rights pertaining to the Pledged Collateral; and (iii) sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Pledged Collateral as fully and completely as though Trustee was the absolute owner thereof for all purposes, and to do, at Trustee's option and Company's expense, at any time or from time to time, all acts and things that Trustee deems necessary to protect, preserve or realize upon the Pledged Collateral. Company Grantor hereby ratifies and approves all acts of Trustee made or taken pursuant to this Section 9. Except confirms that the party reflected above as specifically set forth in Section 11 hereof, neither Trustee nor any Person designated by Trustee shall be liable for any acts or omissions or for any error of judgment or mistake of such attorney-in-fact or law. This its substitutes does by virtue of this Power of Attorney, which power of attorney, being is coupled with an interestinterest and is irrevocable, until Grantor has paid in full the Secured Obligations and this Agreement is terminated. The person or entity charged with the foregoing Power of Attorney may be changed by the written approval of a majority in interest of the Secured Parties and, upon written notice thereof to Grantor, Grantor shall be irrevocable until all bound thereby; provided, however, that any such newly appointed Power of Attorney shall be selected from the Secured Obligations shall have been paid in fullParties party to this Security Agreement.

Attorney-in-Fact. The Company hereby irrevocably appoints Trustee the Lender or any other person whom the Lender may designate as the Company's ’s attorney-in-fact effective during fact, with full power and authority in place and stead of the continuance Company and in the name of the Company or in its own name to: (i) on or after the occurrence and continuation of an Event of Default, with full authority in endorse the place and stead of Company and in the Company’s name of Companyon any checks, Trustee or Holders or otherwisenotes, from time to time in Trustee's discretion to take any action (including completion and presentation of any proxy) and to execute any instrument that Trustee may deem necessary or advisable to accomplish the purposes of this Agreementacceptances, includingmoney orders, without limitation (but subject to the other provisions hereof), to (i) receive, endorse and collect all instruments made payable to Company representing any dividend drafts or other distribution in respect forms of payment or security that may come into the Pledged Collateral or any part thereofLender’ possession; (ii) exercise on or after the voting occurrence and continuation of an Event of Default, sign the Company’s name on any invoice or xxxx of lading relating to any Receivables, drafts against Customers, schedules and assignments of Receivables, notices of assignment, financing statements and other consensual rights pertaining public records, verifications of account and notices to or from Customers; (iii) on or after the occurrence and continuation of an Event of Default, verify the validity, amount or any other matter relating to any Receivable by mail, telephone, telegraph or otherwise with Customers; (iv) on or after the occurrence and continuation of an Event of Default, execute customs declarations and such other documents as may be required to clear Inventory through United States Customs; (v) do all things necessary to carry out this Agreement; (vi) continue any insurance existing pursuant to the Pledged Collateralterms of this Agreement and pay all or any part of the premium therefor and the cost thereof; and (iiivii) sellon or after the occurrence and continuation of an Event of Default, transfer, pledge, make any agreement with respect notify the post office authorities to or otherwise deal with any change the address for delivery of the Pledged Collateral as fully and completely as though Trustee was Company’s mail to an address designated by the absolute owner thereof for all purposesLender, and to doreceive, at Trustee's option open and dispose of all mail addressed to the Company's expense, at any time or from time to time, all acts and things that Trustee deems necessary to protect, preserve or realize upon the Pledged Collateral. The Company hereby ratifies and approves all acts of Trustee made or taken pursuant the attorney. The powers conferred on the Lender hereunder are solely to this Section 9protect its interests in the Collateral and shall not impose any duty upon it to exercise any such powers. Except as specifically set forth in Section 11 hereof, neither Trustee Neither the Lender nor any Person designated by Trustee shall the attorney will be liable for any acts or omissions or for any error of judgment or mistake of fact or law, except for gross negligence or willful misconduct. This power of attorneypower, being coupled with an interest, shall be is irrevocable so long as an account which is assigned to the Lender or in which the Lender has a security interest remains unpaid and until all Secured the Obligations shall have been paid in fullfully satisfied.

Attorney-in-Fact. Company In an Event of Default and after all cure periods are exhausted and upon thirty (30) days’ written notice from RBL, Co-Borrowers hereby irrevocably appoints Trustee constitute and appoint RBL and any officer or agent thereof, with full power of substitution, as Company's Co-Borrowers’ true and lawful attorney-in-fact effective with full irrevocable power and authority in its place and stead and in its name or in RBL's own name, from time to time in RBL's discretion, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby grants to RBL the power and right, on behalf of Co-Borrowers, without notice to or assent: (a) to execute, file and record all such financing statements, certificates of title and other certificates of registration and operation and similar documents and instruments as RBL may reasonably deem necessary or desirable to protect, perfect and validate RBL's security interest in the Collateral; and (b) upon the occurrence and during the continuance of an Event of Default, with full authority in the place and stead of Company and in the name of Company, Trustee or Holders or otherwise, from time to time in Trustee's discretion to take any action (including completion and presentation of any proxy) and to execute any instrument that Trustee may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation (but subject to the other provisions hereof), to Default (i) to receive, endorse collect, take, endorse, sign, and collect deliver in Co-Borrowers’ or RBL's name, any and all instruments made payable to Company representing any dividend checks, notes, drafts, or other distribution documents or instruments relating to the Collateral (ii) to notify postal authorities to change the address for delivery of Co-Borrowers’ mail to an address designated by RBL, (iii) to open such mail delivered to the designated address, (iv) to sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in respect connection with accounts and other documents relating to the Collateral; (v) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Pledged Collateral or any part thereofthereof and to enforce any other right in respect of any Collateral; (iivi) exercise the voting and other consensual rights pertaining to the Pledged defend any suit, action or proceeding brought with respect to any Collateral; (vii) to negotiate, settle, compromise or adjust any account, suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as RBL may deem appropriate; and (iiiviii) generally, to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Pledged Collateral as fully and completely as though Trustee was RBL were the absolute owner thereof for all purposes, and to do, at TrusteeRBL's option and Company's expenseoption, at any time or from time to time, all acts and things that Trustee which RBL deems necessary to protect, preserve or realize upon the Pledged Collateral. Company hereby ratifies Collateral and approves all acts RBL's security interest therein, in order to effect the intent of Trustee made or taken pursuant to this Section 9. Except as specifically set forth in Section 11 hereof, neither Trustee nor any Person designated by Trustee shall be liable for any acts or omissions or for any error of judgment or mistake of fact or law. This power of attorney, being coupled with an interest, shall be irrevocable until all Secured Obligations shall have been paid in fullAgreement.

Attorney-in-Fact. Company The Trustees hereby irrevocably appoints Trustee agree to act as Company's the attorneys-in-fact for the holders of the Debentures to the extent necessary or desirable for the purposes of this Indenture and each holder by receiving and holding the Debentures accepts and confirms the appointment of the Trustees as the attorneys-in- fact of such holder to the extent necessary for the purposes hereof and in accordance with and subject to the provisions hereof. To the extent necessary and for greater certainty (but without in any way detracting from custom and usage applicable with regards to the relationship between the Corporation, the Trustees and the holders of Debentures hereunder) and subject to any applicable law of public order, the Trustees and the Corporation hereby agree with regards to the Trustees so acting as the attorney-in-fact effective during of the continuance holders of an Event Debentures hereunder and each holder of DefaultDebentures by receiving and holding same agrees with the Corporation and the Trustees that, with full authority notwithstanding any other provision hereof and except as may be otherwise set forth in the place and stead of Company and in the name of Companyany request, Trustee or Holders or otherwisedemand, from time to time in Trustee's discretion to take any action (including completion and presentation of any proxy) and to execute any instrument that Trustee may deem necessary or advisable to accomplish the purposes of this Agreementauthorization, includingdirection, without limitation (but subject to the other provisions hereof)notice, to (i) receiveconsent, endorse and collect all instruments made payable to Company representing any dividend waiver or other distribution in respect of the Pledged Collateral or any part thereof; (ii) exercise the voting and other consensual rights pertaining to the Pledged Collateral; and (iii) sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Pledged Collateral as fully and completely as though Trustee was the absolute owner thereof for all purposes, and to do, at Trustee's option and Company's expense, at any time or from time to time, all acts and things that Trustee deems necessary to protect, preserve or realize upon the Pledged Collateral. Company hereby ratifies and approves all acts of Trustee made action given or taken by holders of Debentures pursuant to this Section 9. Except as specifically set forth in Section 11 hereofIndenture, neither Trustee nor any Person designated by Trustee relating thereto, no holder of Debentures shall be liable to third parties for acts performed by the Trustee (or any acts other Person appointed by the Trustees to perform all or omissions any of their rights, powers, trusts or duties hereunder) during the exercise of their rights, powers and trusts and the performance of their duties under this Indenture or for injury caused to such parties by the fault of the Trustees (or any error such Person), or for contracts entered into in favour of judgment such parties, during such performance. For great certainty, none of the provisions contained in this Indenture shall require the Trustees to expend or mistake risk their own funds or otherwise incur financial liability in the performance of fact any of their duties or law. This power in the exercise of attorney, being coupled with an interest, shall be irrevocable until all Secured Obligations shall have been paid in fullany of their rights or powers unless indemnified.

Attorney-in-Fact. Company Each Issuer hereby irrevocably appoints Trustee the Collateral Agent as Company's such Issuer’s attorney-in-fact effective during the continuance fact, with full power of an Event of Default, substitution and with full authority in the place and stead of Company and in the name of Companysuch Issuer, Trustee or Holders the Collateral Agent, or otherwise, from time to time in Trustee's discretion to take any action (including completion and presentation of any proxy) and to execute any instrument that Trustee the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation limitation: (but subject a) to perform or cause the other provisions hereof)performance of any obligation of the Issuers hereunder; (b) to ask, to (i) demand, collect, xxx for, recover, compromise, receive, endorse and collect all instruments made payable give acquittance and receipts for moneys due and to Company representing any dividend become due under or other distribution in respect of any of the Pledged Collateral; (c) to receive, endorse, assign, and collect any and all checks, notes, drafts, and other negotiable and non-negotiable instruments, documents, and chattel paper in connection with clause (b) or (c) of this Section 3.6, and each Issuer waives notice of presentment, protest, and non-payment of any instrument, document, or chattel paper so endorsed or assigned; (d) to file any claims, take any action, or institute any proceedings that the Collateral Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Collateral Agent or the Issuers with respect to any part thereofof the Collateral; (iie) exercise the voting and other consensual rights pertaining to the Pledged Collateral; and (iii) sell, transfer, pledgeassign, make any agreement with respect to or otherwise deal in or with any of the Pledged Collateral or the proceeds or avails thereof, as fully full and completely effectually as though Trustee if the Collateral Agent was the absolute owner thereof for all purposesthereof; (f) to receive, open, and dispose of all mail addressed to do, at Trustee's option any of the Issuers and Company's expense, at any time or from time to time, all acts notify postal authorities to change the address for delivery thereof to such address as the Collateral Agent may designate; and things that Trustee deems necessary (g) to protect, preserve or realize upon transmit to customers indebted on Accounts notice of the Pledged CollateralCollateral Agent’s interest therein and to notify customers indebted on Accounts to make payment directly to the Collateral Agent for the respective Issuer’s account. Company The Issuers hereby ratifies ratify and approves approve all acts of Trustee made or the Collateral Agent taken pursuant to this Section 9. Except the foregoing appointment, other than acts of the Collateral Agent constituting gross negligence or willful misconduct, and the Collateral Agent, as specifically set forth in Section 11 hereofthe Issuers’ attorney-in-fact, neither Trustee nor any Person designated by Trustee shall will not be liable for any acts of commission or omissions omission, or for any error of judgment or mistake of fact or law, other than those that result from the Collateral Agent’s gross negligence or willful misconduct. This power of attorneyThe foregoing power, being coupled with an interest, shall be is irrevocable until all Secured Obligations shall have been paid for so long as this Agreement remains in fulleffect. The Issuers also authorize the Collateral Agent, at any time and from time to time, (i) to request from customers indebted on Accounts Receivable, in the name of the Collateral Agent or the Issuers or that of the Collateral Agent’s designee, information concerning the amounts owing on the Accounts Receivable, and (ii) to communicate in its own name with any party to any contract, agreement or instrument included in the Collateral with regard to the assignment of such contract, agreement or instrument and other matters relating thereto.

Attorney-in-Fact. Company (a) Subject to the rights of the Obligor under Sections 2.09 and 4.11, the Secured Party is hereby irrevocably appoints Trustee as Company's appointed the attorney-in-fact effective during of the continuance Obligor for the purpose of an Event carrying out the provisions of Default, with full authority in the place this Agreement and stead of Company and in the name of Company, Trustee or Holders or otherwise, from time to time in Trustee's discretion to take taking any action (including completion and presentation of executing any proxy) and to execute any instrument that Trustee instruments which the Secured Party may deem necessary or advisable to accomplish the purposes of this Agreement, includingto preserve the validity, without limitation perfection and priority of the liens granted by this Agreement and, following the occurrence and during the continuation of any Event of Default (but subject to the other provisions hereofas defined in any Secured Note), to exercise its rights, remedies, powers and privileges under this Agreement. This appointment as attorney-in-fact is irrevocable and coupled with an interest. Notwithstanding the generality of the first sentence of this Section 2.05(a), the Secured Party shall be entitled under this Agreement upon, and only upon, the occurrence and continuation of any Event of Default (i) to take over and complete production of any Magazine or item of Film Material and to lease, license, sell or otherwise dispose of any Intellectual Property and/or the distribution rights in and to any Intellectual Property which has not been disposed of prior to the date of such Event of Default by the Obligor, on such terms (not in conflict with the terms and conditions of any Contract which was executed prior to the date of such Event of Default and the execution by the Obligor of which does not violate the terms of any Basic Document) as the Secured Party deems appropriate, (ii) to negotiate any other lease, license, sale or other agreements and to enter into such agreements on behalf of the Obligor on such terms and conditions (not in conflict with the terms and conditions of any Contract which was executed prior to the date of such Event of Default and the execution by the Obligor of which does not violate the terms of any Basic Document) as the Secured Party deems appropriate; (iii) to renegotiate all agreements in which the Secured Party has been granted a security interest pursuant to this Agreement as the Secured Party deems appropriate; (iv) to require, demand, collect, receive, settle, adjust and compromise, and to give acquittances and receipts for the payment of, any and all monies payable pursuant to all agreements in which the Secured Party has been granted a security interest pursuant to this Agreement and to such licenses and agreements as the Secured Party may enter into on behalf of the Obligor as aforesaid; (v) to file any claims and/or proofs of claim and to commence, maintain or discontinue any actions, suits or other proceedings deemed by the Secured Party advisable for the purpose of collecting or enforcing payment of any such monies; (vi) to ask, demand, collect, sxx for, recover, receive and give receipt and discharge for amounts due and to become due under and in respect of any other part of the Collateral; (vii) to receive, endorse and collect all instruments made payable to Company representing any dividend Instruments or other distribution drafts, instruments, documents and chattel paper in respect connection with clauses (iv) or (vi) above (including any draft or check representing the proceeds of insurance or the return of unearned premiums); (viii) to execute, in connection with any sale or disposition of the Pledged Collateral under Section 5, any endorsements, assignments, bills of sale or other instruments of conveyance or transfer with respect to all or any part thereof; of the Collateral, (iiix) exercise the voting to notify account debtors and other consensual rights pertaining Persons obligated on any Account that Secured Party has a security interest therein, and that payments shall be made directly to the Pledged Collateral; Secured Party, and (iiix) sellto do any and all other things necessary or proper to carry out the intention of this Agreement, transfer, pledge, make any agreement with respect to or otherwise deal with any including the grant of the Pledged security interests in the Collateral as fully and completely as though Trustee was the absolute owner thereof for all purposeshereunder, and to do, at Trustee's option and Company's expense, at any time or from time to time, all acts and things that Trustee deems necessary to protect, preserve or realize upon of the Pledged Collateral. Company hereby ratifies and approves all acts of Trustee made or taken pursuant to this Section 9. Except as specifically set forth in Section 11 hereof, neither Trustee nor any Person designated by Trustee shall be liable for any acts or omissions or for any error of judgment or mistake of fact or law. This power of attorney, being coupled with an interest, shall be irrevocable until all Secured Obligations shall have been paid in fullNotes.

Attorney-in-Fact. Company Each Issuer hereby irrevocably appoints Trustee the Collateral Agent as Company's such Issuer’s attorney-in-fact effective during the continuance fact, with full power of an Event of Default, substitution and with full authority in the place and stead of Company and in the name of Companysuch Issuer, Trustee or Holders the Collateral Agent, or otherwise, from time to time in Trustee's discretion to take any action (including completion and presentation of any proxy) and to execute any instrument that Trustee the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation limitation: (but subject a) to perform or cause the other provisions hereof)performance of any obligation of the Issuers hereunder; (b) to ask, to (i) demand, collect, xxx for, recover, compromise, receive, endorse and collect all instruments made payable give acquittance and receipts for moneys due and to Company representing any dividend become due under or other distribution in respect of any of the Pledged Collateral; (c) to receive, endorse, assign, and collect any and all checks, notes, drafts, and other negotiable and non-negotiable instruments, documents, and chattel paper in connection with clause (b) or (c) of this Section 3.6, and each Issuer waives notice of presentment, protest, and non-payment of any instrument, document, or chattel paper so endorsed or assigned; (d) to file any claims, take any action, or institute any proceedings that the Collateral Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Collateral Agent or the Issuers with respect to any part thereofof the Collateral; (iie) exercise the voting and other consensual rights pertaining to the Pledged Collateral; and (iii) sell, transfer, pledgeassign, make any agreement with respect to or otherwise deal in or with any of the Pledged Collateral or the proceeds or avails thereof, as fully full and completely effectually as though Trustee if the Collateral Agent was the absolute owner thereof for all purposesthereof; (f) to receive, open, and dispose of all mail addressed to do, at Trustee's option any of the Issuers and Company's expense, at any time or from time to time, all acts notify postal authorities to change the address for delivery thereof to such address as the Collateral Agent may designate; and(g) to transmit to customers indebted on Accounts notice of the Collateral Agent’s interest therein and things that Trustee deems necessary to protect, preserve or realize upon notify customers indebted on Accounts to make payment directly to the Pledged CollateralCollateral Agent for the respective Issuer’s account . Company The Issuers hereby ratifies ratify and approves approve all acts of Trustee made or the Collateral Agent taken pursuant to this Section 9. Except the foregoing appointment, other than acts of the Collateral Agent constituting gross negligence or willful misconduct, and the Collateral Agent, as specifically set forth in Section 11 hereofthe Issuers’ attorney-in-fact, neither Trustee nor any Person designated by Trustee shall will not be liable for any acts of commission or omissions omission, or for any error of judgment or mistake of fact or law, other than those that result from the Collateral Agent’s gross negligence or willful misconduct. This power of attorneyThe foregoing power, being coupled with an interest, shall be is irrevocable until all Secured Obligations shall have been paid for so long as this Agreement remains in fulleffect. The Issuers also authorize the Collateral Agent, at any time and from time to time, (i) to request from customers indebted on Accounts Receivable, in the name of the Collateral Agent or the Issuers or that of the Collateral Agent’s designee, information concerning the amounts owing on the Accounts Receivable, and (ii) to communicate in its own name with any party to any contract, agreement or instrument included in the Collateral with regard to the assignment of such contract, agreement or instrument and other matters relating thereto.

Attorney-in-Fact. Company (a) Borrower hereby irrevocably appoints Trustee Lender and Servicer as Company's its attorney-in-fact effective during the continuance of fact, coupled with an Event of Defaultinterest, with full authority in the place and stead of Company such Borrower, and in the name of Company, Trustee or Holders Borrower or otherwise, from time to time after the occurrence of and during the continuation of an Event of Default in Trustee's the discretion of Lender or the Servicer, as the case may be, to take any action (including completion and presentation of any proxy) and to execute any instrument that Trustee which Lender or Servicer may deem necessary or advisable to accomplish the purposes purpose of this AgreementAgreement or any other Loan Document, including, without limitation (but subject to limitation, the other provisions hereof), to following: (i) to ask, demand, collect, sxx for, recover, compromise, receive and give acquittance and receipts for monies due and to become due under or in respect of the Marketing Reserve Deposit Account, Accounts and/or any of the Deposit Account Collateral; (ii) to receive, endorse endorse, and collect all (A) any Revenues, (B) any instruments made payable to Company Borrower representing any dividend dividend, payment of principal, interest, redemption price, purchase price or other distribution or payment in respect of the Pledged Collateral any Deposit Account Collateral, or (C) any other instruments, documents and chattel paper received in connection with this Agreement or any part thereofother Loan Document; (iiiii) exercise to file any claims, or take any action or institute any proceedings which Lender or Servicer shall deem necessary or desirable for the voting collection of any Revenues in the event that Borrower shall fail to do so, or otherwise to enforce the rights of Lender with respect to this Agreement; (iv) to execute and/or file, without the signature of Borrower, any Uniform Commercial Code financing statements, continuation statements, or other filing, and other consensual rights pertaining any amendment thereof, relating to the Pledged Deposit Account Collateral; (v) to give notice to any third parties which may be required to perfect Lender's security interest in the Deposit Account Collateral; (vi) to register, purchase, sell, assign, transfer, pledge or take any other action with respect to any Deposit Account Collateral in accordance with this Agreement; and (iiivii) to register, purchase, sell, assign, transfer, pledge, make or take any agreement other action with respect to, any Deposit Account Collateral in accordance with this Agreement or, to or otherwise deal with the extent applicable, any of the Pledged Collateral as fully and completely as though Trustee was the absolute owner thereof for all purposes, and to do, at Trustee's option and Company's expense, at any time or from time to time, all acts and things that Trustee deems necessary to protect, preserve or realize upon the Pledged Collateral. Company hereby ratifies and approves all acts of Trustee made or taken pursuant to this Section 9. Except as specifically set forth in Section 11 hereof, neither Trustee nor any Person designated by Trustee shall be liable for any acts or omissions or for any error of judgment or mistake of fact or law. This power of attorney, being coupled with an interest, shall be irrevocable until all Secured Obligations shall have been paid in fullother Loan Document.

Attorney-in-Fact. Company The Assignor hereby irrevocably constitutes and appoints Trustee as Company's attorney-in-fact effective during each Assignee and its successors and assigns, the continuance true and lawful attorney of an Event of Default, the Assignor with full authority in the place and stead power of Company and substitution, in the name of Companythe Assignor, Trustee or Holders on behalf of and for the benefit of such Assignee, to exercise the Options assigned to it hereunder, to institute and prosecute, in the name of the Assignor or otherwise, from time all proceedings which such Assignee may deem proper in order to time in Trustee's discretion to take collect, assert or enforce any action (including completion and presentation claim, right or title of any proxy) kind in or to the Options assigned to it hereunder, to defend and compromise any and all actions, suits or proceedings in respect of such Options, and to execute any instrument that Trustee do all such acts and things in relation thereto as such Assignee may deem necessary advisable. The Assignor acknowledges and agrees that the foregoing powers are coupled with an interest and shall be irrevocable by the Assignor directly or advisable to accomplish indirectly by the purposes dissolution of this Agreementthe Assignor or otherwise, or in any manner or for any reason. The Assignor further agrees that each Assignee shall retain for its own account any monies, securities or other items of value received by it (including, without limitation (but subject limitation, upon exercise of the options or, in the case of the FTN Options, upon exercise of the underlying warrants) pursuant to the other provisions hereof)foregoing powers, to and the Assignor shall as soon as reasonably practicable, but in any event no later than five (i5) receivedays after receipt of such monies, endorse and collect all instruments made payable to Company representing any dividend securities or other distribution in respect items of the Pledged Collateral value, transfer to such Assignee, if and when received, any such monies, securities or any part thereof; other items of value (ii) exercise the voting and other consensual rights pertaining to the Pledged Collateral; and (iii) sellall of which, transferif any, pledge, make any agreement with respect to or otherwise deal with any of the Pledged Collateral as fully and completely as though Trustee was the absolute owner thereof for all purposes, and to do, at Trustee's option and Company's expense, at any time or from time to time, all acts and things that Trustee deems necessary to protect, preserve or realize upon the Pledged Collateral. Company hereby ratifies and approves all acts of Trustee made or taken pursuant to this Section 9. Except as specifically set forth in Section 11 hereof, neither Trustee nor any Person designated by Trustee shall be liable for any acts or omissions or for any error of judgment or mistake of fact or law. This power of attorneywhen so received, being coupled with an interest, shall be irrevocable until all Secured Obligations shall deemed to have been paid received and held in fulltrust solely for the benefit of such Assignee).

Attorney-in-Fact. Company hereby irrevocably appoints Trustee as Company's attorney-in-fact effective Upon the occurrence and during the continuance of an Event of Default, the Company hereby irrevocably constitutes and appoints Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorneys-in-fact with full irrevocable power and authority in the place and stead of the Company and or in the name Company’s own name, for the purpose of Companycarrying out the terms of this Note, Trustee or Holders or otherwise, from time to time in Trustee's discretion to take any and all appropriate action (including completion and presentation of any proxy) and to execute any instrument and all documents and instruments that Trustee may deem be necessary or advisable to accomplish the purposes of this Agreement, includingNote and, without limitation limiting the generality of the foregoing, hereby gives said attorney the power and right, on behalf of the Company without notice to or assent by the Company, to, upon the occurrence and during the continuance of an Event of Default, (but subject to a) endorse the Company’s name on any checks, notes, drafts or other provisions hereof)forms of payment or security that may come into the possession of the Agent or any Purchaser or any of their respective affiliates, to sign the Company’s name on invoices or bills-of-lading, drafts against customers, notices of assignment, verifications and schedules, (i) receive, endorse and collect all instruments made payable to Company representing any dividend or other distribution in respect of the Pledged Collateral or any part thereof; (ii) exercise the voting and other consensual rights pertaining to the Pledged Collateral; and (iiib) sell, transfer, pledge, make any agreement arrangement with respect to or otherwise dispose of or deal with any of the Pledged Collateral as fully consistent with the UCC and completely as though Trustee was the absolute owner thereof for all purposes, and to do, at Trustee's option and Company's expense, at any time or from time to time, all (c) do acts and things that Trustee which Agent reasonably deems necessary to protect, preserve or realize upon the Pledged CollateralCollateral and the Purchasers’ security interest therein. Company hereby ratifies and approves all acts of Trustee made or taken pursuant to this Section 9. Except as specifically set forth in Section 11 hereof, neither Trustee nor any Person designated by Trustee shall be liable for any acts or omissions or for any error of judgment or mistake of fact or law. This power of attorneyThe powers granted herein, being coupled with an interest, are irrevocable until the date this Note and the obligations evidenced hereby is repaid in full in accordance with its terms. The powers conferred on Holder hereunder are solely to protect its interests in the Collateral and shall not impose any duty upon it to exercise any such powers. Neither Agent nor any other attorney-in-fact shall be irrevocable until all Secured Obligations shall have been paid liable for any act or omission, error in fulljudgment or mistake of law.

Attorney-in-Fact. Company The Trustees hereby irrevocably appoints Trustee agree to act as Company's the attorneys-in-fact for the holders of the Debentures to the extent necessary or desirable for the purposes of this Indenture and each holder by receiving and holding the Debentures accepts and confirms the appointment of the Trustees as the attorneys-in-fact of such holder to the extent necessary for the purposes hereof and in accordance with and subject to the provisions hereof. To the extent necessary and for greater certainty (but without in any way detracting from custom and usage applicable with regards to the relationship between the Corporation, the Trustees and the holders of Debentures hereunder) and subject to any applicable law of public order, the Trustees and the Corporation hereby agree with regards to the Trustees so acting as the attorney-in-fact effective during of the continuance holders of an Event Debentures hereunder and each holder of DefaultDebentures by receiving and holding same agrees with the Corporation and the Trustees that, with full authority notwithstanding any other provision hereof and except as may be otherwise set forth in the place and stead of Company and in the name of Companyany request, Trustee or Holders or otherwisedemand, from time to time in Trustee's discretion to take any action (including completion and presentation of any proxy) and to execute any instrument that Trustee may deem necessary or advisable to accomplish the purposes of this Agreementauthorization, includingdirection, without limitation (but subject to the other provisions hereof)notice, to (i) receiveconsent, endorse and collect all instruments made payable to Company representing any dividend waiver or other distribution in respect of the Pledged Collateral or any part thereof; (ii) exercise the voting and other consensual rights pertaining to the Pledged Collateral; and (iii) sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Pledged Collateral as fully and completely as though Trustee was the absolute owner thereof for all purposes, and to do, at Trustee's option and Company's expense, at any time or from time to time, all acts and things that Trustee deems necessary to protect, preserve or realize upon the Pledged Collateral. Company hereby ratifies and approves all acts of Trustee made action given or taken by holders of Debentures pursuant to this Section 9. Except as specifically set forth in Section 11 hereofIndenture, neither Trustee nor any Person designated by Trustee relating thereto, no holder of Debentures shall be liable to third parties for acts performed by the Trustee (or any acts other Person appointed by the Trustees to perform all or omissions any of their rights, powers, trusts or duties hereunder) during the exercise of their rights, powers and trusts and the performance of their duties under this Indenture or for injury caused to such parties by the fault of the Trustees (or any error such Person), or for contracts entered into in favour of judgment such parties, during such performance. For great certainty, none of the provisions contained in this Indenture shall require the Trustees to expend or mistake risk their own funds or otherwise incur financial liability in the performance of fact any of their duties or law. This power in the exercise of attorney, being coupled with an interest, shall be irrevocable until all Secured Obligations shall have been paid in fullany of their rights or powers unless indemnified.

Attorney-in-Fact. Company The Trustee hereby irrevocably appoints Trustee agrees to act as Company's the attorney-in-fact effective during for the continuance holders of an Event of Default, with full authority in the place and stead of Company and in Debentures to the name of Company, Trustee or Holders or otherwise, from time to time in Trustee's discretion to take any action (including completion and presentation of any proxy) and to execute any instrument that Trustee may deem extent necessary or advisable to accomplish desirable for the purposes of this Agreement, including, without limitation (but Indenture and each holder by receiving and holding the Debentures accepts and confirms the appointment of the Trustee as the attorney-in-fact of such holder to the extent necessary for the purposes hereof and in accordance with and subject to the other provisions hereof). To the extent necessary and for greater certainty (but without in any way detracting from custom and usage applicable with regards to the relationship between the Corporation, the Trustee and the holders of Debentures hereunder) and subject to (i) receiveany applicable law of public order, endorse the Trustee and collect all instruments made payable the Corporation hereby agree with regards to Company representing the Trustee so acting as the attorney-in-fact of the holders of Debentures hereunder and each holder of Debentures by receiving and holding same agrees with the Corporation and the Trustee that, notwithstanding any dividend other provision hereof and except as may be otherwise set forth in any request, demand, authorization, direction, notice, consent, waiver or other distribution in respect of the Pledged Collateral or any part thereof; (ii) exercise the voting and other consensual rights pertaining to the Pledged Collateral; and (iii) sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Pledged Collateral as fully and completely as though Trustee was the absolute owner thereof for all purposes, and to do, at Trustee's option and Company's expense, at any time or from time to time, all acts and things that Trustee deems necessary to protect, preserve or realize upon the Pledged Collateral. Company hereby ratifies and approves all acts of Trustee made action given or taken by holders of Debentures pursuant to this Section 9. Except as specifically set forth in Section 11 hereofIndenture, neither Trustee nor any Person designated by Trustee relating thereto, no holder of Debentures shall be liable to third parties for acts performed by the Trustee (or any acts other Person appointed by the Trustee to perform all or omissions any of its rights, powers, trusts or duties hereunder) during the exercise of its rights, powers and trusts and the performance of its duties under this Indenture or for injury caused to such parties by the fault of the Trustee (or any error such Person), or for contracts entered into in favour of judgment such parties, during such performance. For great certainty, none of the provisions contained in this Indenture shall require the Trustee to expend or mistake risk its own funds or otherwise incur financial liability in the performance of fact any of its duties or law. This power in the exercise of attorney, being coupled with an interest, shall be irrevocable until all Secured Obligations shall have been paid in fullany of its rights or powers unless indemnified.

Attorney-in-Fact. Company (a) Subject to the Grantor’s rights under Section 2.07, the Grantor hereby irrevocably constitutes and appoints Trustee the Lender and any officer or agent thereof, with full power of substitution, as Company's its true and lawful attorney-in-fact fact, effective as of the date of this Agreement and terminating upon the release of the Collateral pursuant to Section 2.09, with full power and authority in the place and stead of the Grantor and in the name of the Grantor or in its own name, for the purpose of carrying out the provisions of this Agreement, upon the occurrence and during the continuance of an Event of DefaultDefault to exercise its rights, remedies, powers and privileges under this Agreement; provided that the foregoing appointment shall not impose any obligation on the Lender to exercise its rights thereunder. This appointment as attorney-in-fact is coupled with full authority an interest and irrevocable until the termination of this Agreement in accordance with Section 2.09. Pursuant to the place foregoing, the Grantor hereby gives the Lender the power and stead right (but without any obligation), on behalf of Company the Grantor, without notice to or assent by the Grantor, upon the occurrence and during the continuance of an Event of Default (i) to ask, demand, collect, sue for, recover, receive and give receipt and discharge for amounts due and to become due under and in respect of all or any part of the name of CompanyCollateral, Trustee (ii) to file any claims or Holders or otherwise, from time to time in Trustee's discretion to take any action (including completion and presentation of any proxy) and to execute any instrument or proceeding that Trustee the Lender may deem necessary or advisable for the collection of all or any part of the Collateral, (iii) to accomplish execute, in connection with any sale or disposition of the purposes Collateral under Article V, any endorsements, assignments, bills of sale or other instruments of conveyance or transfer with respect to all or any part of the Collateral, (iv) to pay or discharge taxes and liens levied or placed on or threatened against the Collateral, effect any repair or pay or discharge any insurance called for by the terms of this AgreementAgreement or other Credit Document (including all or any part of the premiums therefor and the costs thereof), including(v) execute, without limitation (but subject in connection with any sale provided for in Article V, any endorsement, assignment or other instrument of conveyance or transfer with respect to the Collateral, and (vi) (A) direct any party liable for any payment under any Collateral to make payment of any moneys due or to become due thereunder directly to the Lender or as the Lender shall direct, (B) ask or demand for, collect, and receive payment of and receipt for, any moneys, claims and other provisions hereof), amounts due or to (i) receive, endorse and collect all instruments made payable to Company representing become due at any dividend or other distribution time in respect of the Pledged Collateral or arising out of any part thereof; Collateral, (iiC) exercise the voting sign and indorse any invoice, freight or express bill, bill of lading, storage or warehouse receipt, draft against debtors, assignment, verification, notice and other consensual rights pertaining document in connection with any Collateral, (D) commence and prosecute any suit, action or proceeding at law or in equity in any court of competent jurisdiction to collect any Collateral and to enforce any other right in respect of any Collateral, (E) defend any suit, action or proceeding brought against the Pledged Grantor with respect to any Collateral; , (F) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or releases as the Lender may deem appropriate, and (iiiG) generally, sell, transfer, pledge, pledge and make any agreement with respect to or otherwise deal with any of the Pledged Collateral as fully and completely as though Trustee was the Lender were the absolute owner thereof for all purposes, and to do, at Trustee's the Lender’s option and Company's the Grantor’s expense, at any time time, or from time to time, all acts and things that Trustee the Lender deems necessary to protect, preserve or realize upon the Pledged Collateral. Company hereby ratifies Collateral and approves the Lender’s security interests therein and to effect the intent of this Agreement, all acts of Trustee made or taken pursuant to this Section 9. Except as specifically set forth in Section 11 hereof, neither Trustee nor any Person designated by Trustee shall be liable for any acts or omissions or for any error of judgment or mistake of fact or law. This power of attorney, being coupled with an interest, shall be irrevocable until all Secured Obligations shall have been paid in fullfully and effectively as the Grantor might do.

Attorney-in-Fact. Company The Borrower hereby irrevocably constitutes and appoints Trustee the Lender, or any other person whom the Lender may designate, as Companythe Borrower's attorney-in-fact effective during fact, at the continuance Borrower's sole cost and expense, to exercise (1) at any time (without notice to Borrower and irrespective of whether any Event of Default shall have occurred hereunder) all or any of the following powers, and (2) at any time after the occurrence of an Event of DefaultDefault hereunder, with full authority in the place and stead of Company and in the name of Company, Trustee or Holders or otherwise, from time to time in Trustee's discretion to take any action (including completion and presentation of any proxy) and to execute any instrument that Trustee may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation (but subject to the other provisions hereof), to (i) receive, endorse and collect all instruments made payable to Company representing any dividend or other distribution in respect of the Pledged Collateral or any part thereof; (ii) exercise the voting and other consensual rights pertaining to the Pledged Collateral; and (iii) sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Pledged Collateral as fully and completely as though Trustee was the absolute owner thereof for all purposes, and to do, at Trustee's option and Company's expense, at any time or from time to time, all acts and things that Trustee deems necessary to protect, preserve or realize upon the Pledged Collateral. Company hereby ratifies and approves all acts of Trustee made or taken pursuant to this Section 9. Except as specifically powers set forth in Section 11 hereof5.03, neither Trustee nor any Person designated by Trustee shall be liable for any acts or omissions or for any error all of judgment or mistake of fact or law. This power of attorney, which powers; being coupled with an interest, shall be irrevocable until all Secured Obligations the Lender's security interest shall have been paid terminated in fullwriting as set forth in Section 6.07 of this Agreement: (a) to receive, take, endorse, assign and deliver in the Lender's name or in the name of the Borrower any and all checks, notes, drafts and other instruments relating to Accounts; (b) to receive, open and dispose of all mail addressed to the Borrower and to notify postal authorities to change the address for the delivery thereof to such address as the Lender may designate; (c) to transmit to Purchasers notice of the Lender's interest in the Accounts and to demand and receive from such Purchasers at any time, in the name of the Lender or of the Borrower or of the designee of the Lender, information concerning the Accounts and the amounts owing thereon; (d) to notify Purchasers to make payments on the Accounts directly to the Lender or to a lock box designated by Lender; and (e) to take or to bring, in the name of the Lender or in the name of the Borrower, all steps, actions, suits or proceedings deemed by the Lender necessary or desirable to effect collection of the Accounts. All acts of such attorney-in-fact or designee taken pursuant to this Section or Section 5.03 are hereby ratified and approved by the Borrower, and said attorney shall be not liable for any acts or omissions nor for any error of judgment or mistake in fact or law.

Attorney-in-Fact. Company The Bank is hereby irrevocably appoints Trustee as Company's appointed the agent and attorney-in-fact effective during of each of the continuance Obligors for the purpose of an Event carrying out the provisions of Defaultthis Agreement, with full authority in the place and stead of Company and in the name of Company, Trustee or Holders or otherwise, from time to time in Trustee's discretion to take taking any action (including completion and presentation of executing any proxy) and to execute any instrument that Trustee instruments which the Bank may deem necessary or advisable to accomplish the purposes hereof and to obtain for the Bank, the benefits of this Agreement, includingthe other Loan Documents, without limitation (but subject the Collateral and the security intended to be provided to the other provisions hereof)Bank hereby and thereby, which agency and appointment as attorney-in-fact is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Bank shall have the right and power in the place and stead of each of the Obligors, and in the name of each of the Obligors or otherwise (from time to time and without prior notice to or consent from the Obligors, and without releasing or in any manner affecting any Obligations hereunder): (ia) to receive, endorse and collect all instruments checks, drafts or chattel paper made payable to Company the order of any of the Obligors (provided that all such endorsements recite that they are made without recourse) representing any dividend payment on account of the Collateral and to give full discharge for the same, (b) to ask, demand, collect, xxx for, recover, compound, receive and give, acquittances and receipts for moneys due and to become due under or other distribution in respect of any of the Pledged Collateral, (c) to file any claims or take any action or institute any proceedings which the Bank may deem necessary or desirable for the collection or completion of, or perfection of the Bank's interest in any of the Collateral or any part thereof; (ii) exercise otherwise to enforce the voting rights of each and other consensual rights pertaining to every Obligor or the Pledged Collateral; and (iii) sell, transfer, pledge, make any agreement Bank with respect to or otherwise deal with any of the Pledged Collateral as fully and completely as though Trustee was Collateral, this Agreement or the absolute owner thereof for all purposesother Loan Documents, and (d) if any of the Obligors fail to doperform any obligation under this Agreement or the other Loan Documents, at Trustee's option and Company's expenseto perform or cause performance of such obligation. To the extent permitted by law, at any time or from time to time, all acts and things that Trustee deems necessary to protect, preserve or realize upon each of the Pledged Collateral. Company Obligors hereby ratifies and approves that all acts of Trustee made said attorneys shall lawfully do or taken pursuant cause to this Section 9. Except as specifically set forth in Section 11 be done by virtue hereof, neither Trustee nor any Person designated by Trustee shall be liable for any acts or omissions or for any error of judgment or mistake of fact or law. This power of attorney, being attorney is a power coupled with an interest, interest and shall be irrevocable until all Secured Obligations shall have been paid in fullirrevocable.

Attorney-in-Fact. Without limiting any rights or powers granted by this Agreement to the Collateral Agent, the Company hereby irrevocably constitutes and appoints Trustee the Collateral Agent and any officer or agent thereof, with full power of substitution, as Company's its true and lawful attorney-in-fact effective during the continuance of an Event of Default, with full irrevocable power and authority in the place and stead of the Company and in the name of the Company or in its own name, at the Company’s sole cost and expense, Trustee for the purpose of carrying out the provisions of this Agreement upon the occurrence and during the continuation of a Trigger Event or Holders or otherwiseotherwise as contemplated by Sections 4.04 and 5.01, from time to time in Trustee's discretion to (a) take any appropriate action (including completion and presentation of any proxy) and to execute any document or instrument that Trustee may deem be necessary or advisable desirable to accomplish the purposes of this AgreementAgreement (including taking actions under any Consent), including(b) preserve the validity, perfection and priority of the Liens granted by this Agreement and (c) exercise its rights, remedies, powers and privileges under this Agreement (including taking actions under any Consent). This appointment as attorney-in-fact is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Company hereby gives the Collateral Agent the power and right, on behalf of the Company, without limitation notice to or assent by the Company, upon the occurrence and during the continuation of a Trigger Event (but subject to the other provisions hereof), to or as otherwise provided in Section 4.04 or 5.01) (i) receiveto ask, endorse demand, collect, xxx for, recover, receive and give receipt and discharge for amounts due and to become due under and in respect of all or any part of the Pledged Collateral, (ii) to, in the name of the Company or its own name, or otherwise, take possession of, receive and indorse and collect all instruments made payable to Company representing any dividend check, Account, chattel paper, draft, note, acceptance or other distribution Instrument for the payment of moneys due under any Account or general intangible, (iii) to file any claims or take any action or proceeding that the Collateral Agent may deem necessary or advisable for the collection of all or any part of the Pledged Collateral, (iv) to execute, in respect connection with any sale or disposition of the Pledged Collateral under this Agreement, any endorsements, assignments, bills of sale or other instruments of conveyance or transfer with respect to all or any part thereof; (ii) exercise the voting and other consensual rights pertaining to of the Pledged Collateral, (v) in the case of any Intellectual Property, execute and deliver, and have recorded, any agreement, instrument, document or paper as the Collateral Agent may request to evidence the Collateral Agent’s security interest in such Intellectual Property and the goodwill and general intangibles of the Company relating thereto or represented thereby, (vi) pay or discharge taxes and Liens levied or placed on or threatened against the Pledged Collateral (other than Permitted Liens), effect any repair or pay or discharge any insurance called for by the terms of this Agreement (including all or any part of the premiums therefor and the costs thereof), (vii) execute, in connection with any sale provided for in this Agreement, any endorsement, assignment or other instrument of conveyance or transfer with respect to the collateral; and (iiiviii) (A) direct any party liable for any payment under any Pledged Collateral to make payment of any moneys due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall direct, (B) ask or demand for, collect, and receive payment of and receipt for, any moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Pledged Collateral, (C) sign and indorse any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipt, draft against debtors, assignment, verification, notice and other document in connection with any Pledged Collateral, (D) commence and prosecute any suit, action or proceeding at law or in equity in any court of competent jurisdiction to collect any Pledged Collateral and to enforce any other right in respect of any Pledged Collateral, (E) defend any suit, action or proceeding brought against the Company with respect to any Pledged Collateral, (F) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or releases as the Collateral Agent may deem appropriate, (G) assign any Copyright, Patent or Trademark (along with the goodwill of the business to which any such Trademark pertains) throughout the world for such term or terms, on such conditions, and in such manner as the Collateral Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment, (H) cure any default by the Company under any Assigned Agreement, and (I) generally, sell, transfer, pledge, pledge and make any agreement with respect to or otherwise deal with any of the Pledged Collateral as fully and completely as though Trustee was the Collateral Agent were the absolute owner thereof for all purposes, and to do, at Trustee's the Collateral Agent’s option and the Company's ’s expense, at any time time, or from time to time, all acts and things that Trustee the Collateral Agent reasonably deems necessary to protect, preserve or realize upon the Pledged CollateralCollateral and the Collateral Agent’s and the other Secured Parties’ Liens thereon and to effect the intent of this Agreement, all as fully and effectively as the Company might do. The Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof, in each case pursuant to the powers granted hereunder. Upon the occurrence and approves all acts during the continuation of Trustee made a Trigger Event (or taken as otherwise provided in Section 4.04 or 5.01), the Company hereby acknowledges and agrees that the Collateral Agent shall have no fiduciary duties to the Company in acting pursuant to this Section 9. Except as specifically set forth in Section 11 hereof, neither Trustee nor power-of-attorney and the Company hereby waives any Person designated by Trustee shall be liable for any acts claims or omissions or for any error rights of judgment or mistake a beneficiary of fact or law. This power of attorney, being coupled with an interest, shall be irrevocable until all Secured Obligations shall have been paid in fulla fiduciary relationship hereunder.

Attorney-in-Fact. Company For the purpose of enabling the Collateral Agent to exercise rights and remedies under this Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Debtor hereby irrevocably constitutes and appoints Trustee the Collateral Agent as Company's its attorney-in-fact effective fact, with power of substitution, with authority, exercisable upon the occurrence and during the continuance continuation of an Event of Default, with full authority respect to the Collateral, to: (a) collect all Accounts, endorse its name on any note, acceptance, Negotiable Collateral, check, draft, money order or other evidence of debt or of payment which constitutes a portion of the Collateral and which may come into the possession of the Collateral Agent, (b) take such action, execute such documents, and perform such work, as the Collateral Agent may deem appropriate in exercise of the place rights and stead remedies granted the Collateral Agent herein or in any other Transaction Document, in each case in accordance with the terms of Company this Agreement, (c) compromise and settle or to sell, assign or transfer or to ask, collect, receive or issue any and all claims possessed by the Debtors which constitute a portion of the Collateral, all in the name of Companythe Debtors, Trustee (d) transfer and register in its name or Holders in the name of its nominee the whole or otherwiseany part of the Pledged Collateral, from time (e) vote the Pledged Equity, with full power of substitution to time in Trustee's discretion to take any action do so, (including completion and presentation of any proxyf) and to execute any instrument that Trustee may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation (but subject to the other provisions hereof), to (i) receive, endorse receive and collect all instruments made payable to Company representing any dividend or other payment or distribution in respect of of, or in exchange for, the Pledged Collateral or any part portion thereof; , to give full discharge for the same and to indorse any instrument made payable to any Debtor for same, (iig) exercise the voting all other rights, powers, privileges and other consensual rights pertaining remedies to the Pledged Collateral; and (iii) sell, transfer, pledge, make any agreement with respect to or otherwise deal with any which a holder of the Pledged Collateral as fully would be entitled (including, with respect to the Pledged Equity, giving or withholding written consents of members, calling special meetings of members and completely as though Trustee was the absolute owner thereof for all purposesvoting at such meetings), and (h) generally to do, at Trustee's option do such other things and Company's expense, at acts in the name of any time Debtor with respect to the Collateral as are necessary or from time appropriate to time, all acts and things that Trustee deems necessary to protect, preserve protect or realize upon enforce the Pledged Collateralrights of the Collateral Agent hereunder or under any other Transaction Document. Company hereby ratifies and approves all acts The powers of Trustee made or taken pursuant to this Section 9. Except as specifically set forth in Section 11 hereof, neither Trustee nor any Person designated by Trustee shall be liable for any acts or omissions or for any error of judgment or mistake of fact or law. This power of attorney, being attorney granted herein are coupled with an interest, interest and shall be irrevocable until prior to the termination of this Agreement in accordance with Section 21 hereof. To the extent permitted by law, each Debtor hereby ratifies all Secured Obligations that said attorney-in-fact shall have been paid lawfully do or cause to be done. The powers conferred on the Collateral Agent hereunder are solely to protect its interests in fullthe Collateral and shall not impose any duty upon it to exercise any such powers. The Collateral Agent shall be accountable only for the amounts that it receives as a result of the exercise of such powers, and neither it nor any of its officers, directors, employees or agents shall be responsible to the Debtors for any act or failure to act, except for the Collateral Agent’s or such other Person’s willful misconduct and/or gross negligence, as determined by a final, non-appealable order of a court having jurisdiction over the subject matter. To the extent that the Collateral Agent shall incur any costs or pay any expenses in connection with its rights hereunder, including any costs or expenses of litigation associated therewith, such costs, expenses or payments shall be governed by Section 9.2 of the Purchase Agreement.

Attorney-in-Fact. Company The Trustee shall not be liable for any delay, neglect, or failure to effect collection of any proceeds or to take any other action in connection therewith or hereunder; but the Trustee shall have the right, at its election, in the name of the Assignor or otherwise, to prosecute and defend any and all actions or legal proceedings deemed advisable by the Trustee in order to collect such funds and to protect the interests of the Trustee, and/or the Assignor, with all reasonable costs, expenses and attorneys’ fees incurred in connection therewith being paid by the Assignor. The Assignor does hereby irrevocably appoints appoint and constitute the Trustee as Company's the Assignor’s true and lawful attorney-in-fact effective during the continuance of an Event of Default, with full authority in the place and stead of Company and power (in the name of Company, Trustee or Holders the Assignor or otherwise), from time to time ask, require, demand, receive, compound, and give acquittance for any and all moneys and claims for moneys assigned hereby, to endorse any checks or other instruments or orders in Trustee's discretion connection therewith, to file any claims or take any action (including completion and presentation of or institute any proxy) and to execute any instrument that proceedings which the Trustee may deem to be necessary or advisable to accomplish in the purposes of this Agreement, including, without limitation (but subject to the other provisions hereof), to (i) receive, endorse and collect all instruments made payable to Company representing any dividend or other distribution in respect of the Pledged Collateral or any part thereof; (ii) exercise the voting and other consensual rights pertaining to the Pledged Collateral; and (iii) sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Pledged Collateral as fully and completely as though Trustee was the absolute owner thereof for all purposespremises, and to dofile, at Trustee's option without the signature of the Assignor, any and Company's expenseall financing statements or similar documents, at other instruments, documents or agreements or renewals thereof arising from this Assignment which the Trustee may deem to be reasonably necessary or advisable in order to perfect or maintain the security interest granted hereby; provided, however, the Trustee shall not take any time or from time to time, all acts and things that Trustee deems necessary to protect, preserve or realize upon the Pledged Collateral. Company hereby ratifies and approves all acts of Trustee made or taken action pursuant to the power granted by this Section 92.07 unless an Event of Default shall have occurred and be continuing. Except Such appointment of the Trustee as specifically set forth in Section 11 hereof, neither Trustee nor any Person designated by Trustee shall be liable for any acts or omissions or for any error of judgment or mistake of attorney-in-fact or law. This power of attorney, being is irrevocable and is coupled with an interest, shall be irrevocable until all Secured Obligations shall have been paid in full.

Attorney-in-Fact. Company The Borrower hereby irrevocably constitutes and appoints Trustee the Lender, or any other person whom the Lender may designate, as Companythe Borrower's attorney-in-fact effective during fact, at the continuance Borrower's sole cost and expense, to exercise (1) at any time (without notice to Borrower and irrespective of whether any Event of Default shall have occurred hereunder) all or any of the following powers, and (2) at any time after the occurrence of an Event of DefaultDefault hereunder, with full authority in the place and stead of Company and in the name of Company, Trustee or Holders or otherwise, from time to time in Trustee's discretion to take any action (including completion and presentation of any proxy) and to execute any instrument that Trustee may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation (but subject to the other provisions hereof), to (i) receive, endorse and collect all instruments made payable to Company representing any dividend or other distribution in respect of the Pledged Collateral or any part thereof; (ii) exercise the voting and other consensual rights pertaining to the Pledged Collateral; and (iii) sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Pledged Collateral as fully and completely as though Trustee was the absolute owner thereof for all purposes, and to do, at Trustee's option and Company's expense, at any time or from time to time, all acts and things that Trustee deems necessary to protect, preserve or realize upon the Pledged Collateral. Company hereby ratifies and approves all acts of Trustee made or taken pursuant to this Section 9. Except as specifically powers set forth in Section 11 hereof5.03, neither Trustee nor any Person designated by Trustee shall be liable for any acts or omissions or for any error all of judgment or mistake of fact or law. This power of attorney, which powers; being coupled with an interest, shall be irrevocable until all Secured Obligations the Lender's security interest shall have been paid terminated in fullwriting as set forth in Section 6.07 of this Agreement: (a) to receive, take, endorse, assign and deliver in the Lender's name or in the name of the Borrower any and all checks, notes, drafts and other instruments relating to Accounts; (b) to receive, open and dispose of all mail addressed to the Borrower and to notify postal authorities to change the address for the delivery thereof to such address as the Lender may designate; (c)to transmit to Purchasers notice of the Lender's interest in the Accounts and to demand and receive from such Purchasers at any time, in the name of the Lender or of the Borrower or of the designee of the Lender, information concerning the Accounts and the amounts owing thereon; (d) to notify Purchasers to make payments on the Accounts directly to the Lender or to a lock box designated by Lender; and (e) to take or to bring, in the name of the Lender or in the name of the Borrower, all steps, actions, suits or proceedings deemed by the Lender necessary or desirable to effect collection of the Accounts. All acts of such attorney-in-fact or designee taken pursuant to this Section or Section 5.03 are hereby ratified and approved by the Borrower, and said attorney shall be not liable for any acts or omissions nor for any error of judgment or mistake in fact or law.

Attorney-in-Fact. Company The Administrator shall not be liable for any delay, neglect, or failure to effect collection of any Proceeds or to take any other action in connection therewith or hereunder; but the Administrator shall have the right, at its election, in the name of the Shipowner or otherwise, to prosecute and defend any and all actions or legal proceedings deemed advisable by the Administrator in order to collect such Proceeds and to protect the interests of the Administrator, and/or the Shipowner, with all costs, expenses and attorneys’ fees incurred in connection therewith being paid by the Shipowner. The Shipowner does hereby irrevocably appoints Trustee appoint and constitute the Administrator as Company's the Shipowner’s true and lawful attorney-in-fact effective during the continuance of an Event of Default, with full authority in the place and stead of Company and power (in the name of Company, Trustee or Holders the Shipowner or otherwise), from time to time ask, require, demand, receive, compound, and give acquittance for any and all Proceeds, to endorse any checks or other instruments or orders in Trustee's discretion connection therewith, to file any claims or take any action (including completion and presentation of or institute any proxy) and to execute any instrument that Trustee proceedings which the Administrator may deem to be necessary or advisable to accomplish in the purposes of this Agreement, including, without limitation (but subject to the other provisions hereof), to (i) receive, endorse and collect all instruments made payable to Company representing any dividend or other distribution in respect of the Pledged Collateral or any part thereof; (ii) exercise the voting and other consensual rights pertaining to the Pledged Collateral; and (iii) sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Pledged Collateral as fully and completely as though Trustee was the absolute owner thereof for all purposespremises, and to dofile, at Trustee's option without the signature of the Shipowner, any and Company's expenseall financing statements or similar documents, at other instruments, documents or agreements or renewals thereof arising from this Assignment which the Administrator may deem to be reasonably necessary or advisable in order to perfect or maintain the security interest granted hereby; provided, however, the Administrator shall not take any time or from time to time, all acts and things that Trustee deems necessary to protect, preserve or realize upon the Pledged Collateral. Company hereby ratifies and approves all acts of Trustee made or taken action pursuant to the power granted by this Section 9unless a Default shall have occurred and be continuing. Except Such appointment of the Administrator as specifically set forth in Section 11 hereof, neither Trustee nor any Person designated by Trustee shall be liable for any acts or omissions or for any error of judgment or mistake of attorney-in-fact or law. This power of attorney, being is irrevocable and is coupled with an interest, . The parties agree that the grant of the power of attorney set forth in this Section shall not be irrevocable until all Secured Obligations shall have been paid in fulldeemed to create any obligation on the part of the Administrator to take any one or more of the actions described herein.

Attorney-in-Fact. Company Upon execution of this Agreement, each Stockholder hereby irrevocably makes, constitutes and appoints Trustee BEB as Company's its true and lawful agent and attorney-in-fact effective during the continuance of an Event of Defaultfact, with full authority powers of substitution, to act in the such Stockholder's name, place and stead of Company and in the name of Company, Trustee or Holders or otherwise, from time to time in Trustee's discretion to take any action (including completion and presentation of any proxy) and to execute any instrument that Trustee may deem necessary or advisable to accomplish the for all purposes of this Agreement, including, without limitation (but subject to the other provisions hereof), to Agreement including (i) receiveto execute and deliver on behalf of such Stockholder any consent, endorse and collect all instruments made payable to Company representing amendment or waiver hereto, provided, that such consent, amendment or waiver does not treat such Stockholder differently than any dividend or other distribution in respect of the Pledged Collateral or any part thereofother Stockholders; (ii) exercise to take all other actions to be taken by or on behalf of such Stockholder in connection herewith; (iii) to negotiate, settle, compromise and otherwise handle all claims of the voting and other consensual rights pertaining Purchaser or the Company hereunder; (iv) to the Pledged Collateralterminate this Agreement in accordance with its terms; and (iiiv) sell, transfer, pledge, make to do each and every act and exercise any agreement with respect and all rights which such Stockholder or the Stockholders collectively are permitted or required to do or otherwise deal with any of the Pledged Collateral as fully and completely as though Trustee was the absolute owner thereof for all purposes, and to do, at Trustee's option and Company's expense, at any time or from time to time, all acts and things that Trustee deems necessary to protect, preserve or realize upon the Pledged Collateralexercise under this Agreement. Company Each Stockholder hereby ratifies and approves confirms all acts that BEB shall do or cause to be done by virtue of Trustee made or taken pursuant to this Section 9his appointment as such Stockholder's agent and attorney-in-fact. Except as specifically set forth in Section 11 hereof, neither Trustee nor any Person designated by Trustee The appointment of BEB shall be liable for any acts or omissions or for any error of judgment or mistake of fact or law. This power of attorney, being deemed coupled with an interest, interest and as such shall be irrevocable until and shall survive the death, incompetency, mental illness or insanity of the Stockholder, and any person dealing with BEB may conclusively and absolutely rely, without inquiry, upon any act of BEB as the act of the Stockholder in all Secured Obligations shall have been paid matters referred to in fullthis Section 8(q).

Attorney-in-Fact. The Company hereby irrevocably appoints Trustee the Lenders or such agent as they shall designate as the Company's attorney-in-fact effective during fact, with full power and authority in place and stead of the continuance Company and in the name of the Company or in its own name to: (i) on or after the occurrence and continuation of an Event of Default, with full authority in endorse the place and stead of Company and in the Company's name of Companyon any checks, Trustee or Holders or otherwisenotes, from time to time in Trustee's discretion to take any action (including completion and presentation of any proxy) and to execute any instrument that Trustee may deem necessary or advisable to accomplish the purposes of this Agreementacceptances, includingmoney orders, without limitation (but subject to the other provisions hereof), to (i) receive, endorse and collect all instruments made payable to Company representing any dividend drafts or other distribution in respect forms of payment or security that may come into the Pledged Collateral or any part thereofLenders' possession; (ii) exercise on or after the voting occurrence and continuation of an Event of Default, sign the Company's name on any invoice or xxxx of lading relating to any Receivables, drafts against Customers, schedules and assignments of Receivables, notices of assignment, financing statements and other consensual rights pertaining public records, verifications of account and notices to or from Customers; (iii) on or after the occurrence and continuation of an Event of Default, verify the validity, amount or any other matter relating to any Receivable by mail, telephone, telegraph or otherwise with Customers; (iv) on or after the occurrence and continuation of an Event of Default, execute customs declarations and such other documents as may be required to clear Inventory through United States Customs; (v) do all things necessary to carry out this Agreement; (vi) continue any insurance existing pursuant to the Pledged Collateralterms of this Agreement and pay all or any part of the premium therefor and the cost thereof; and (iiivii) sellon or after the occurrence and continuation of an Event of Default, transfer, pledge, make any agreement with respect notify the post office authorities to or otherwise deal with any change the address for delivery of the Pledged Collateral as fully and completely as though Trustee was Company's mail to an address designated by the absolute owner thereof for all purposesLenders, and to doreceive, at Trustee's option open and dispose of all mail addressed to the Company's expense, at any time or from time to time, all acts and things that Trustee deems necessary to protect, preserve or realize upon the Pledged Collateral. The Company hereby ratifies and approves all acts of Trustee made or taken pursuant the attorney. The powers conferred on the Lenders hereunder are solely to this Section 9protect their interests in the Collateral and shall not impose any duty upon them to exercise any such powers. Except as specifically set forth in Section 11 hereof, neither Trustee Neither the Lenders nor any Person designated by Trustee shall the attorney will be liable for any acts or omissions or for any error of judgment or mistake of fact or law, except for gross negligence or willful misconduct. This power of attorneypower, being coupled with an interest, shall be is irrevocable so long as an account which is assigned to the Lenders remains unpaid and until all Secured Obligations shall the obligations arising under the Notes have been paid in fullfully satisfied.

Attorney-in-Fact. The Company hereby irrevocably appoints Trustee as Company's the Administrative Agent the attorney-in-fact effective during of the continuance Company for the purpose of an Event carrying out any of Default, with full authority the actions specified in the place next sentence and stead of Company and in the name of Company, Trustee or Holders or otherwise, from time to time in Trustee's discretion to take any action (including completion and presentation of any proxy) and to execute executing any instrument that Trustee the Administrative Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation (but subject to the other provisions hereof), to (i) receive, endorse and collect all instruments made payable to Company representing any dividend or other distribution in respect of the Pledged Collateral or any part thereof; (ii) exercise the voting and other consensual rights pertaining to the Pledged Collateral; and (iii) sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Pledged Collateral as fully and completely as though Trustee was the absolute owner thereof for all purposes, and to do, at Trustee's option and Company's expense, at any time or from time to time, all acts and things that Trustee deems necessary to protect, preserve or realize upon the Pledged Collateral. Company hereby ratifies and approves all acts of Trustee made or taken pursuant to this Section 9. Except as specifically set forth in Section 11 hereof, neither Trustee nor any Person designated by Trustee shall be liable for any acts or omissions or for any error of judgment or mistake of fact or law. This power of attorney, being which appointment is irrevocable and coupled with an interest, any - 8 - 109 proxy or proxies heretofore given by the Company to any other Person being hereby revoked. Without limiting the generality of the foregoing, the Administrative Agent shall have the right, with full power of substitution either in the Administrative Agent's name or in the name of the Company, to execute, acknowledge, deliver, and record or file all documents, instruments, agreements, financing statements and schedules or exhibits thereto in order to preserve and perfect the security interest granted hereunder, and to ask for, demand, sue xxx, collect, receive, receipt and give acquittance for any and all moneys due or to become due under and by virtue of any of the Collateral, to endorse checks, drafts, orders and other instruments for the payment of money payable to the Company representing any distribution or other amount payable in respect of the 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 contained in this Agreement shall be irrevocable until construed as requiring or obligating the Administrative Agent or any Secured Party to make any payment to any party in respect of the Collateral, or to make any inquiry as to the nature or sufficiency of any payment received by the Administrative Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral (or any other collateral for or any guarantee in respect of any of the Obligations) or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, or to extend any credit or accommodation thereof to any party, and no action taken by the Administrative Agent or omitted to be taken with respect to the Collateral (or any other collateral for or any guarantee in respect of any of the Obligations) or any part thereof shall give rise to any defense, counterclaim or offset in favor of the Company or any of the Subsidiary Partnerships or any guarantor of any of the Obligations or to any claim or action against the Administrative Agent or any Secured Party, in the absence of the gross negligence or willful misconduct of the Administrative Agent or such Secured Party. The Company's appointment of the Administrative Agent as attorney-in-fact, and the Administrative Agent's right to execute, acknowledge, perform, deliver, record, or file documents (including the making of Uniform Commercial Code financing statement filings without the signature of the Company) and to endorse checks, drafts, orders and other instruments for the payment of money payable to the Company representing any distribution or other amount payable in respect of the Collateral or any part thereof or on account thereof, shall commence on the date hereof. The Administrative Agent may perform any duties hereunder either directly or by or through agents or attorneys, and the Administrative Agent shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder. In furtherance thereof, any subsidiary owned or controlled by the Administrative Agent, or its successors, as agent for the Administrative Agent, may perform any or all Secured Obligations shall have been paid in fullof the duties of the Administrative Agent relating to the valuation of securities and other instruments constituting Collateral hereunder.

Attorney-in-Fact. Company hereby irrevocably appoints Trustee as Company's attorney-in-fact effective Subject and subordinate in all respects to the rights, powers and prerogatives of the Agency under the Acknowledgment Agreement and Consent Agreement, upon the occurrence and during the continuance of an Event of Default, Bank is hereby appointed the attorney-in-fact of Borrower, with full authority in power of substitution, for the place purpose of carrying out the provisions of this Agreement and stead of Company and in the name of Company, Trustee or Holders or otherwise, from time to time in Trustee's discretion to take taking any action (including completion and presentation of executing any proxy) and to execute any instrument agreements, documents or instruments that Trustee Bank may deem necessary or advisable to accomplish the purposes of this Agreement’s purposes, includingwhich appointment as attorney-in-fact is coupled with an interest and irrevocable for so long as any of the Indebtedness, without limitation (but subject the Obligations or the C01mnitments are outstanding. Bank agrees not to exercise its rights under this power of attorney unless, in its opinion or the other provisions hereof)opinion of its legal counsel, an Event of Default has occurred that Bank has not declared in writing to have been cured or waived. Without limiting the generality of the foregoing, Bank shall have the right and power, either in the name of Borrower or both, or in its own name, to (ia) give notices of its security interest in the Collateral to any Person, (b) endorse in blank, to itself or to a nominee all items of Collateral that are transferable by endorsement and are payable to the order of Borrower, including canceling, completing or supplying any unneeded, incomplete or missing endorsement of Borrower and any related assignment, (c) receive, endorse endorse, collect and collect receipt for all instruments checks and other orders made payable to Company the order of Borrower representing any dividend payment of account of the principal of or other distribution interest on any Collateral or their proceeds (including any securities), or the proceeds of sale of any of the Collateral, or any payment in respect of the any hedging arrangement or device, and to give full discharge for them, (d) request that any Pledged Collateral Servicing Right related to Xxxxxxx Mac be transferred to Bank or any part thereof; to another approved servicer approved by Xxxxxxx Mac and perform (ii) exercise the voting and other consensual rights pertaining without assuming or being deemed to the Pledged Collateral; and (iii) sell, transfer, pledge, make any agreement with respect to or otherwise deal with have assumed any of the obligations of Borrower thereunder) all aspects of each servicing contract that is Collateral, (e) request distribution to Bank of sale proceeds or any applicable contract termination fees arising from the sale or termination of such Pledged Servicing Rights and remaining after satisfaction of Borrower’s relevant obligations to Xxxxxxx Mac, including costs and expenses related to any such sale or transfer of such Pledged Servicing Rights and other amounts due for unmet obligations of Borrower to the Agency under the Agency Guidelines, (f) deal with investors and any and all sub-servicers and master servicers in respect of any of the Collateral in the same manner and with the same effect as fully if done by Borrower and completely as though Trustee was the absolute owner thereof for all purposes, (g) take any action and to do, at Trustee's option and Company's expense, at execute any time or from time to time, all acts and things instruments that Trustee Bank deems necessary or advisable to protect, preserve or realize upon the Pledged Collateral. Company hereby ratifies and approves all acts accomplish any of Trustee made or taken pursuant to this Section 9. Except as specifically set forth in Section 11 hereof, neither Trustee nor any Person designated by Trustee shall be liable for any acts or omissions or for any error of judgment or mistake of fact or law. This power of attorney, being coupled with an interest, shall be irrevocable until all Secured Obligations shall have been paid in fullsuch purposes.

Attorney-in-Fact. Company The Borrower hereby irrevocably constitutes and appoints Trustee the Lender, or any other person whom the Lender may designate, as Companythe Borrower's attorney-in-fact effective during fact, at the continuance Borrower's sole cost and expense, to exercise at any time after the occurrence of an Event of DefaultDefault hereunder, all of the following powers and all of the powers set forth in Section 7.05, all of which powers, being coupled with full authority an interest, shall be irrevocable until the Lender's security interest shall have been terminated in writing as set forth in Section 8.09: (a) to transmit to any Purchasers notice of the Lender's interest in the place Accounts and stead of Company to demand and receive from such Purchasers at any time, in the name of Companythe Lender or of the Borrower or of the designee of the Lender, Trustee information concerning the Accounts and the amounts owing thereon; (b) to notify Purchasers to make payments on the Accounts directly to the Lender or Holders or otherwise, from time to time in Trustee's discretion a lock box designated by Lender; (c) to take any action or to bring, in the name of the Lender or in the name of the Borrower, all steps, action, suits or proceedings deemed by the Lender necessary or desirable to effect collection of the Accounts; (including completion d) to receive, open and presentation dispose of any proxy) all mail addressed to the Borrower and to execute any instrument that Trustee notify postal authorities to change the address for the delivery thereof to such address as the Lender may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation (but subject to the other provisions hereof), to (i) receive, endorse and collect all instruments made payable to Company representing any dividend or other distribution in respect of the Pledged Collateral or any part thereof; (ii) exercise the voting and other consensual rights pertaining to the Pledged Collateraldesignate; and (iiie) sellto receive, transfertake, pledgeendorse, make any agreement with respect to assign and deliver in the Lender's name or otherwise deal with any in the name of the Pledged Collateral as fully Borrower any and completely as though Trustee was the absolute owner thereof for all purposeschecks, notes, drafts and other instruments relating to do, at Trustee's option and Company's expense, at any time or from time to time, all acts and things that Trustee deems necessary to protect, preserve or realize upon the Pledged CollateralAccounts. Company hereby ratifies and approves all All acts of Trustee made such attorney-in-fact or designee taken pursuant to this Section 9. Except as specifically set forth in or Section 11 hereof7.05 are hereby ratified and approved by the Borrower, neither Trustee nor any Person designated by Trustee and said attorney or designee shall not be liable for any acts or omissions or nor for any error of judgment or mistake of fact or law. This power of attorney, being coupled with an interest, shall be irrevocable until all Secured Obligations shall have been paid in full.

Attorney-in-Fact. Company Subject and subordinate in all respects to the rights, powers and prerogatives of the relevant Agency under its Acknowledgment Agreement, Bank is hereby irrevocably appoints Trustee as Company's appointed the attorney-in-fact effective during of the continuance of an Event of DefaultBorrower, with full authority in power of substitution, for the place purpose of carrying out the provisions of this Agreement and stead of Company and in the name of Company, Trustee or Holders or otherwise, from time to time in Trustee's discretion to take taking any action (including completion and presentation of executing any proxy) and to execute any instrument agreements, documents or instruments that Trustee Bank may deem necessary or advisable to accomplish the purposes of this Agreement’s purposes, includingwhich appointment as attorney-in-fact is coupled with an interest and irrevocable for so long as any of the Indebtedness, without limitation (but subject the Obligations or the Commitments are outstanding, although Bank agrees not to exercise its rights under this power of attorney unless, in its opinion or the other provisions hereof)opinion of its legal counsel, an Event of Default has occurred that Bank has not declared in writing to have been cured or waived. Without limiting the generality of the foregoing, the Bank shall have the right and power, either in the name of the Borrower or both, or in its own name, to (ia) give notices of its security interest in the Collateral to any Person, (b) endorse in blank, to itself or to a nominee all items of Collateral that are transferable by endorsement and are payable to the order of the Borrower, including canceling, completing or supplying any unneeded, incomplete or missing endorsement of the Borrower and any related assignment, (c) receive, endorse endorse, collect and collect receipt for all instruments checks and other orders made payable to Company the order of the Borrower representing any dividend payment of account of the principal of or other distribution interest on any Collateral or their proceeds (including any securities), or the proceeds of sale of any of the Collateral, or any payment in respect of the Pledged Collateral any hedging arrangement or device, and to give full discharge for them, (d) request that any Servicing Right related to Xxxxxx Xxx, Xxxxxxx Mac, or any part thereof; (ii) exercise the voting and other consensual rights pertaining investor be transferred to the Pledged Collateral; Bank or to another approved servicer approved by Xxxxxx Mae, Xxxxxxx Mac, or such other investor (as the case may be) and perform (iii) sell, transfer, pledge, make any agreement with respect without assuming or being deemed to or otherwise deal with have assumed any of the Pledged obligations of the Borrower thereunder) all aspects of each servicing contract that is Collateral, (e) request distribution to the Bank of sale proceeds or any applicable contract termination fees arising from the sale or termination of such servicing rights and remaining after satisfaction of the Borrower’s relevant obligations to Xxxxxx Mae, Xxxxxxx Mac, or such other investor (as the case may be), including costs and expenses related to any such sale or transfer of such servicing rights and other amounts due for unmet obligations of the Borrower to Xxxxxx Mae, Xxxxxxx Mac, or such other investor (as the case may be) under applicable Agency Guideline or such other investor’s contract, (f) deal with investors and any and all subservicers and master servicers in respect of any of the Collateral in the same manner and with the same effect as fully if done by the Borrower and completely as though Trustee was (g) take any action and execute any instruments that the absolute owner thereof for all purposes, and to do, at Trustee's option and Company's expense, at any time or from time to time, all acts and things that Trustee Bank deems necessary or advisable to protect, preserve or realize upon the Pledged Collateral. Company hereby ratifies and approves all acts accomplish any of Trustee made or taken pursuant to this Section 9. Except as specifically set forth in Section 11 hereof, neither Trustee nor any Person designated by Trustee shall be liable for any acts or omissions or for any error of judgment or mistake of fact or law. This power of attorney, being coupled with an interest, shall be irrevocable until all Secured Obligations shall have been paid in fullsuch purposes.

Attorney-in-Fact. Company Effective on the Closing Date, Transferor hereby irrevocably constitutes and appoints Trustee as Company's attorney-in-fact effective during Transferee the continuance true and lawful attorneys of an Event of DefaultTransferor, with full authority in the place and stead power of Company and substitution, in the name of CompanyTransferor, Trustee or Holders or otherwiseTransferee, but on behalf of and for the benefit of Transferee: (a) to demand and receive from time to time in Trustee's discretion to take any action (including completion and presentation all of any proxy) the Acquired Assets and to execute any instrument that Trustee may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation (but subject to the other provisions hereof), to (i) receive, endorse make endorsements and collect all instruments made payable to Company representing any dividend or other distribution give receipts and releases for and in respect of the Pledged Collateral or same and any part thereof; (iib) exercise the voting to institute, prosecute, compromise and other consensual rights pertaining settle any and all actions, suits, proceedings, arbitration, or governmental or regulatory investigations or audits (“Actions or Proceedings”) that Transferee may deem proper in order to collect, assert or enforce any claim, right or title of any kind in or to the Pledged CollateralAcquired Assets; (c) to defend or compromise any or all Actions or Proceedings in respect of any of the Acquired Assets; and (iiid) sellto do all such acts and things in relation to the matters set forth in the preceding clauses (a) through (c) as Transferee shall deem desirable; provided, transferhowever, pledge, make any agreement with respect to or otherwise deal with that if any of the Pledged Collateral as fully and completely as though Trustee was the absolute owner thereof for all purposes, and to do, at Trustee's option and Company's expense, at any time or from time to time, all acts and things that Trustee deems necessary to protect, preserve or realize upon the Pledged Collateral. Company hereby ratifies and approves all acts of Trustee made or taken pursuant to actions authorized by this Section 9. Except as specifically 9.9 could reasonably be determined to result in liability of Transferor or in a claim for indemnification by Transferee against Transferor, then Transferee shall not take any such actions without complying with the procedures set forth in Section 11 hereof, neither Trustee nor Article XII of this Agreement. Transferor hereby acknowledges that the appointment hereby made and the powers hereby granted are coupled with an interest and are not and shall not be revocable by it in any Person designated by Trustee shall be liable for any acts or omissions manner or for any error of judgment or mistake of fact or lawreason. This Transferor shall deliver to Transferee at the Closing an acknowledged power of attorney, being coupled with an interest, shall be irrevocable until all Secured Obligations shall have been paid in fullattorney to the foregoing effect executed by Transferor.

Attorney-in-Fact. Company (A) Borrower hereby irrevocably appoints Trustee Lender and Servicer as Company's its attorney-in-fact effective during the continuance of fact, coupled with an Event of Defaultinterest, with full authority in the place and stead of Company Borrower, and in the name of Company, Trustee or Holders Borrower or otherwise, from time to time after the occurrence of and during the continuation of an Event of Default in Trustee's the discretion of Lender or the Servicer, as the case may be, to take any action (including completion and presentation of any proxy) and to execute any instrument that Trustee which Lender or Servicer may deem necessary or advisable to accomplish the purposes purpose of this AgreementAgreement or any other Loan Document, including, without limitation (but subject to limitation, the other provisions hereof), to following: (i) to ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for monies due and to become due under or in respect of the Reserves, Accounts and/or any of the Account Collateral; (ii) to receive, endorse endorse, and collect all (A) any Receipts, (B) any instruments made payable to Company Borrower representing any dividend dividend, payment of principal, interest, redemption price, purchase price or other distribution or payment in respect of the Pledged Collateral any Account Collateral, or (C) any other instruments, documents and chattel paper received in connection with this Agreement or any part thereofother Loan Document; (iiiii) exercise to file any claims, or take any action or institute any proceedings which Lender or Servicer shall deem necessary or desirable for the voting collection of any Receipts in the event that Borrower shall fail to do so, or otherwise to enforce the rights of Lender with respect to this Agreement; (iv) to execute and/or file, without the signature of Borrower, any Uniform Commercial Code financing statements, continuation statements, or other filing, and other consensual rights pertaining any amendment thereof, relating to the Pledged Account Collateral; (v) to give notice to any third parties which may be required to perfect Lender’s security interest in the Account Collateral; (vi) to register, purchase, sell, assign, transfer, pledge or take any other action with respect to any Account Collateral in accordance with this Agreement; and (iiivii) to register, purchase, sell, assign, transfer, pledge, make or take any agreement other action with respect to, any Account Collateral in accordance with this Agreement or, to or otherwise deal with the extent applicable, any of the Pledged Collateral as fully and completely as though Trustee was the absolute owner thereof for all purposes, and to do, at Trustee's option and Company's expense, at any time or from time to time, all acts and things that Trustee deems necessary to protect, preserve or realize upon the Pledged Collateral. Company hereby ratifies and approves all acts of Trustee made or taken pursuant to this Section 9. Except as specifically set forth in Section 11 hereof, neither Trustee nor any Person designated by Trustee shall be liable for any acts or omissions or for any error of judgment or mistake of fact or law. This power of attorney, being coupled with an interest, shall be irrevocable until all Secured Obligations shall have been paid in fullother Loan Document.

Attorney-in-Fact. Company The Grantor hereby irrevocably appoints Trustee the Secured Parties or any other person whom the Secured Parties may designate as Companythe Grantor's attorney-in-fact effective during fact, with full power and authority in place and stead of the continuance Grantor and in the name of the Grantor or in its own name to: (i) endorse the Grantor's name on any checks, notes, acceptances, money orders, drafts or other forms of payment or security that may come into the Secured Parties' possession; (ii) sign the Grantor's name on any invoice or xxxx of lading relating to any Accounts, drafts against customers, schedules and assignments of Accounts, notices of assignment, financing statements and other public records, verifications of account and notices to or from Customers; (iii) verify the validity, amount or any other matter relating to any Receivable by mail, telephone, telegraph or otherwise with Customers; (iv) execute customs declarations and such other documents as may be required to clear Inventory through United States Customs; (v) do all things necessary to carry out this Agreement and all other Loan Documents; (vi) continue any insurance existing pursuant to the terms of this Agreement and pay all or any part of the premium therefor and the cost thereof; and (vii) on or after the occurrence and continuation of an Event of Default, with full authority in notify the place and stead of Company and in post office authorities to change the name of Company, Trustee or Holders or otherwise, from time to time in Trustee's discretion to take any action (including completion and presentation of any proxy) and to execute any instrument that Trustee may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation (but subject to the other provisions hereof), to (i) receive, endorse and collect all instruments made payable to Company representing any dividend or other distribution in respect address for delivery of the Pledged Collateral or any part thereof; (ii) exercise Grantor's mail to an address designated by the voting and other consensual rights pertaining to the Pledged Collateral; and (iii) sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Pledged Collateral as fully and completely as though Trustee was the absolute owner thereof for all purposesSecured Parties, and to doreceive, at Trustee's option open and Company's expense, at any time or from time dispose of all mail addressed to time, all acts and things that Trustee deems necessary to protect, preserve or realize upon the Pledged CollateralGrantor. Company The Grantor hereby ratifies and approves all acts of Trustee made or taken pursuant the attorney. The powers conferred on the Secured Parties hereunder are solely to this Section 9protect their interests in the Collateral and shall not impose any duty upon them to exercise any such powers. Except as specifically set forth in Section 11 hereof, neither Trustee Neither the Secured Parties nor any Person designated by Trustee shall the attorney will be liable for any acts or omissions or for any error of judgment or mistake of fact or law. This power of attorneypower, being coupled with an interest, shall be is irrevocable so long as an account which is assigned to the Secured Parties or in which the Secured Parties have a security interest remains unpaid and until all Secured the Obligations shall have been paid in fullfully satisfied.

Attorney-in-Fact. Company Borrower hereby irrevocably appoints Trustee the Lender, as Companyits attorney-in-fact, with full power of substitution, said power being coupled with an interest, to do any act which the Borrower is obligated to do pursuant to the terms of this Agreement, and, after an Event of Default, to exercise such rights and powers as the Borrower might exercise with respect to the Collateral, including, without limitation, (a) to demand, collect by legal proceedings or otherwise, and endorse and receive all interest, payments, proceeds or other sums and/or property now or hereafter payable on or on account of the Collateral; (b) to insure, process and/or protect the Collateral; (c) to transfer the Collateral to its own or to a nominee's name; (d) to make any compromise, adjustment or settlement, and take any action it deems advisable (including commencing and prosecuting any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect thereof), with respect to the Collateral; (e) to endorse the name of the Borrower upon any notes, acceptances, checks, drafts, money orders or other evidence of payment that may come into the possession of the Borrower; (f) to demand, collect, receive payment of, receipt for and give discharges and releases of all or any of the Collateral; (g) to enter into and perform such agreements as may be necessary in order to carry out the provisions of this Agreement or to carry out the terms, covenants and conditions of this Agreement which are required to be observed or performed by the Borrower; (h) to execute such other and further grants, pledges and assignments of the Collateral as the Borrower may reasonably require for the purpose of protecting or maintaining the security interest granted hereby; (i) to execute any UCC financing statements, continuation statements, amendments thereto, and other documents in the Borrower’s name and to perform all other acts which the Lender deems appropriate to create, validate, preserve, protect, perfect and continue the security interest created hereunder and to enable the Lender to exercise and enforce its rights hereunder; (j) to endorse the name of Borrower upon such Federal Assignments of Claims and/or instruments of assignment in connection therewith, as Lender deems necessary and appropriate, in its reasonable discretion, with respect to the Contracts; and (k) generally to perform all other acts necessary or proper to carry out the intention of this Agreement, including, but not limited to, the power to redirect the delivery of mail addressed to the Borrower. The Borrower shall be liable to the Lender for all reasonable costs and expenses, including without limitation, reasonable attorney's fees and legal expenses, that the Lender may incur while acting as Bxxxxxxx's attorney-in-fact effective during hereunder. Notwithstanding the continuance of an Event of Defaultforegoing, with full authority in the place Lender shall not be obligated to do any act or to exercise any such rights and stead of Company and in the name of Company, Trustee or Holders or otherwise, from time to time in Trustee's discretion to take any action (including completion and presentation of any proxy) and to execute any instrument that Trustee may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation (but subject to the other provisions hereof), to (i) receive, endorse and collect all instruments made payable to Company representing any dividend or other distribution in respect of the Pledged Collateral or any part thereof; (ii) exercise the voting and other consensual rights pertaining to the Pledged Collateral; and (iii) sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Pledged Collateral as fully and completely as though Trustee was the absolute owner thereof for all purposes, and to do, at Trustee's option and Company's expense, at any time or from time to time, all acts and things that Trustee deems necessary to protect, preserve or realize upon the Pledged Collateralpowers. Company hereby ratifies and approves all acts of Trustee made or taken pursuant to this Section 9. Except as specifically set forth in Section 11 hereof, neither Trustee nor any Person designated by Trustee shall be liable for any acts or omissions or for any error of judgment or mistake of fact or law. This The foregoing power of attorney, being attorney is coupled with an interest, interest and shall be irrevocable until all Secured Obligations of the Borrower's obligations under this Agreement relating to the Note shall have been paid in full.fully satisfied. Loan and Security Agreement Castellum, Inc. et ax

Attorney-in-Fact. Company Borrower hereby irrevocably appoints Trustee the Lender, as Companyits attorney-in-fact, with full power of substitution, said power being coupled with an interest, to do any act which the Borrower is obligated to do pursuant to the terms of this Agreement, and, after an Event of Default, to exercise such rights and powers as the Borrower might exercise with respect to the Collateral, including, without limitation, (a) to demand, collect by legal proceedings or otherwise, and endorse and receive all interest, payments, proceeds or other sums and/or property now or hereafter payable on or on account of the Collateral; (b) to insure, process and/or protect the Collateral; (c) to transfer the Collateral to its own or to a nominee's name; (d) to make any compromise, adjustment or settlement, and take any action it deems advisable (including commencing and prosecuting any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect thereof), with respect to the Collateral; (e) to endorse the name of the Borrower upon any notes, acceptances, checks, drafts, money orders or other evidence of payment that may come into the possession of the Borrower; (f) to endorse the name of Borrower upon such Federal Assignments of Claims and/or instruments of assignment in connection therewith, as Lender deems necessary and appropriate, in its sole discretion, with respect to the Contracts; (g) to demand, collect, receive payment of, receipt for and give discharges and releases of all or any of the Collateral; (h) to enter into and perform such agreements as may be necessary in order to carry out the provisions of this Agreement or to carry out the terms, covenants and conditions of this Agreement which are required to be observed or performed by the Borrower; (i) to execute such other and further grants, pledges and assignments of the Collateral as the Borrower may reasonably require for the purpose of protecting or maintaining the security interest granted hereby; G) to execute any UCC financing statements, continuation statements, amendments thereto, and other documents in the Borrower's name and to perform all other acts which the Lender deems appropriate to create, validate, preserve, protect, perfect and continue the security interest created hereunder and to enable the Lender to exercise and enforce its rights hereunder; and (k) generally to perform all other acts necessary or proper to carry out the intention of this Agreement, including, but not limited to, the power to redirect the delivery of, and to open mail addressed to the Borrower. The Borrower shall be liable to the Lender for all reasonable costs and expenses, including without limitation, reasonable attorney's fees and legal expenses, that the Lender may incur while acting as Bxxxxxxx's attorney-in-fact effective during hereunder. Notwithstanding the continuance of an Event of Defaultforegoing, with full authority in the place Lender shall not be obligated to do any act or to exercise any such rights and stead of Company and in the name of Company, Trustee or Holders or otherwise, from time to time in Trustee's discretion to take any action (including completion and presentation of any proxy) and to execute any instrument that Trustee may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation (but subject to the other provisions hereof), to (i) receive, endorse and collect all instruments made payable to Company representing any dividend or other distribution in respect of the Pledged Collateral or any part thereof; (ii) exercise the voting and other consensual rights pertaining to the Pledged Collateral; and (iii) sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Pledged Collateral as fully and completely as though Trustee was the absolute owner thereof for all purposes, and to do, at Trustee's option and Company's expense, at any time or from time to time, all acts and things that Trustee deems necessary to protect, preserve or realize upon the Pledged Collateralpowers. Company hereby ratifies and approves all acts of Trustee made or taken pursuant to this Section 9. Except as specifically set forth in Section 11 hereof, neither Trustee nor any Person designated by Trustee shall be liable for any acts or omissions or for any error of judgment or mistake of fact or law. This The foregoing power of attorney, being attorney is coupled with an interest, interest and shall be irrevocable until all Secured Obligations of the Borrower's obligations under this Agreement relating to the Note shall have been paid in fullfully satisfied.