POWER OF ATTORNEY
September 21, 2015
Know all by these presents, that each of the undersigned hereby constitutes
and appoints each of Chivonne Cassar and Thomas Sparta (each, an
"Attorney-in-fact" and collectively, the "Attorneys-in-fact") as his or its true
and lawful attorney-in-fact to:
1. execute for and on behalf of each of the undersigned, in each of the
undersigned's capacity as (i) a beneficial owner, director and/or a director by
deputization, as applicable, of any issuer (an "Issuer") that has a class of
securities registered under Section 12 of the Securities Exchange Act of 1934
(the "Exchange Act") or (ii) the manager or general partner of any entity that
is or may be a beneficial owner or a director by deputization of an Issuer with
a class of securities registered under Section 12 of the Exchange Act (or as the
manager of the general partner of any such entity), (a) Schedules 13D and 13G
(and any amendments thereto) in accordance with Sections 13(d) and 13(g) of the
Exchange Act and the rules promulgated thereunder, (b) Forms 3, 4, and 5 (and
any amendments thereto) in accordance with Section 16(a) of the Exchange Act and
the rules thereunder, and (c) any other forms or reports the undersigned may be
required to file in connection with the undersigned's ownership, acquisition, or
disposition of securities of any Issuer;
2. do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such Schedule
13D, Schedule 13G, Form 3, 4, or 5, or other form or report (or any amendment
thereto), and timely file such schedule, form or report with the U.S. Securities
and Exchange Commission and any stock exchange or similar authority; and
3. take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such Attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such Attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such Attorney-in-fact may approve in such
Attorney-in-fact's discretion.
Each of the undersigned hereby grants to each of the Attorneys-in-fact full
power and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as such
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
Attorney-in-fact, or such Attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this Power of Attorney and the
rights and powers herein granted. Each of the undersigned acknowledges that each
of the Attorneys-in-fact, in serving in such capacity at the request of such
undersigned, is not assuming any of such undersigned's responsibilities to
comply with Section 13 and Section 16 of the Exchange Act.
This Power of Attorney with respect to each of the undersigned shall remain
in full force and effect until the earlier of (a) such undersigned is no longer
required to file Schedules 13D and 13G and Forms 3, 4, and 5 with respect to
such undersigned's holdings of and transactions in securities of any Issuer, (b)
with respect to each of the Attorneys-in-fact, the date such Attorney-in-fact's
employment with Coliseum Capital Management, LLC terminates or (c) with respect
to each of the Attorneys-in-fact, such Power of Attorney is revoked by either of
undersigned in a signed writing delivered to such Attorney-in-fact.
IN WITNESS WHEREOF, each of the undersigned has caused this Power of
Attorney to be executed as of the date first written above.
/s/ Christopher Shackelton
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Signature
Christopher Shackelton
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Print Name
/s/ Adam Gray
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Signature
Adam Gray
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Print Name
COLISEUM CAPITAL MANAGEMENT, LLC
By: /s/ Christopher Shackelton
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Name: Christopher Shackelton
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Title: Managing Partner
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COLISEUM CAPITAL, LLC
By: /s/ Christopher Shackelton
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Name: Christopher Shackelton
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Title: Manager
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