Common use of Appointment and Powers of Secured Party Clause in Contracts

Appointment and Powers of Secured Party. Upon an Event of Default and while such Event of Default is continuing, the Debtor hereby irrevocably constitutes and appoints the Secured Party 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 Debtor or in the Secured Party’s own name, 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 gives said attorneys the power and right, on behalf of the Debtor, upon an Event of Default and while such Event of Default is continuing, but otherwise without notice to or assent by the Debtor, to do the following: generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State and as fully and completely as though the Secured Party were the absolute owner thereof for all purposes, and to do at the Debtor’s expense, at any time, or from time to time, all acts and things which the Secured Party deems necessary to protect, preserve or realize upon the Collateral and the Secured Party’s security interest therein, in order to effect the intent of this Agreement, all as fully and effectively as the Debtor might do. This power of attorney is a power coupled with an interest and shall be irrevocable. The powers conferred on the Secured Party hereunder are solely to protect its interests in the Collateral and shall not impose any duty upon it to exercise any such powers.

Appointment and Powers of Secured Party. Upon an Event of Default and while such Event of Default is continuing, the The Debtor hereby irrevocably constitutes and appoints the Secured Party 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 Debtor or in the Secured Party’s own name, 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 useful to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the Debtor, upon an Event of Default and while such Event of Default is continuing, but otherwise without notice to or assent by the Debtor, to do the following: (a) upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State and applicable federal, state and local grain code provisions and as fully and completely as though the Secured Party were the absolute owner thereof for all purposes, and to do do, at the Debtor’s expense, at any time, or from time to time, all acts and things which the Secured Party deems necessary or useful to protect, preserve or realize upon the Collateral and the Secured Party’s security interest therein, in order to effect the intent of this Agreement, all at least as fully and effectively as the Debtor might do. This power , including, without limitation, (i) the filing and prosecuting of attorney is a power coupled registration and transfer applications with an interest the appropriate federal, state, local or other agencies or authorities with respect to trademarks, copyrights and shall patentable inventions and processes, (ii) the filing and prosecuting of appropriate federal, state, or local claims against grain insurance funds, bonds, indemnities or similar funds with the appropriate federal, state or local agencies or authorities with jurisdiction over such claims, (iii) upon written notice to the Debtor, the exercise of voting rights with respect to voting securities, which rights may be irrevocable. The powers conferred on exercised, if the Secured Party hereunder are solely so elects, with a view to protect its interests in causing the Collateral and shall not impose any duty upon it to exercise liquidation of assets of the issuer of any such powers.securities, and (iv) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and 12

Appointment and Powers of Secured Party. (a) Upon the occurrence and during the continuance of an Event of Default and while such Event of Default is continuingDefault, the Debtor Pledgor hereby irrevocably constitutes and appoints the Secured Party 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 Debtor Pledgor or in the Secured Party’s own name, 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 gives said such attorneys the power and right, on behalf of the DebtorPledgor, upon an Event of Default and while such Event of Default is continuing, but otherwise without notice to or assent by the DebtorPledgor, to do the following: generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State UCC and this Agreement and as fully and completely as though the Secured Party were the absolute owner thereof for all purposes, and to do at the DebtorPledgor’s expense, at any time, or from time to time, all acts and things which the Secured Party deems necessary to protect, preserve or realize upon the Collateral and the Secured Party’s security interest therein, in order to effect the intent of this Agreement, all as fully and effectively as the Debtor Pledgor might do. This power , including, without limitation, the execution, delivery and recording, in connection with any sale or other disposition of attorney is a power coupled any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with an interest respect to such Collateral. (b) The Pledgor hereby irrevocably constitutes and shall be irrevocable. The powers conferred on appoints the Secured Party hereunder are solely to protect and any officer or agent thereof, with full power of substitution, as its interests true and lawful attorneys-in-fact with full irrevocable power and authority in the Collateral place and shall stead of the Pledgor or in the Secured Party’s own name and hereby gives such attorneys the power and right, on behalf of the Pledgor, without notice to or assent by the Pledgor, to the extent that the Pledgor’s authorization given in Section 3 is not impose any duty upon it sufficient, to exercise any file such powersfinancing statements with respect hereto, with or without the Pledgor’s signature, or a photocopy of this Agreement in substitution for a financing statement, as the Secured Party may deem appropriate and to execute in the Pledgor’s name such financing statements and amendments thereto and continuation statements which may require the Pledgor’s signature.

Appointment and Powers of Secured Party. Upon an Event of Default and while such Event of Default is continuing, the The Debtor hereby irrevocably constitutes and appoints the Secured Party 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 Debtor or in the Secured Party’s own name, 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 useful to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the Debtor, upon an Event of Default and while such Event of Default is continuing, but otherwise without notice to or assent by the Debtor, to do the following: : (a) upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State State, or other applicable jurisdiction, and as fully and completely as though the Secured Party were the absolute owner thereof for all purposes, and to do do, at the Debtor’s expense, at any time, or from time to time, all acts and things which the Secured Party deems necessary or useful to protect, preserve or realize upon the Collateral and the Secured Party’s security interest therein, in order to effect the intent of this Agreement, all at least as fully and effectively as the Debtor might do. This power , including, without limitation, (i) the filing and prosecuting of attorney is a power coupled registration and transfer applications with an interest the appropriate federal, state, local or other agencies or authorities with respect to trademarks, copyrights and shall patentable inventions and processes, (ii) upon written notice to the Debtor, the exercise of voting rights with respect to voting securities (including the voting rights with respect to the Ownership Interests), which rights may be irrevocable. The powers conferred on exercised, if the Secured Party hereunder are solely so elects, with a view to protect its interests causing the liquidation of assets of the issuer of any such securities, and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (b) to the extent that the Debtor’s authorization given in Section 3 is not sufficient, to file such financing statements with respect hereto, with or without the Debtor’s signature, or a photocopy of this Agreement in substitution for a financing statement, as the Secured Party may deem appropriate and to execute in the Collateral Debtor’s name such financing statements and shall not impose any duty upon it to exercise any such powersamendments thereto and continuation statements which may require the Debtor’s signature.

Appointment and Powers of Secured Party. Upon an Event of Default and while such Event of Default is continuing, the The Debtor hereby irrevocably constitutes and appoints the Secured Party 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 Debtor or in the Secured Party’s own name, 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 useful to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the Debtor, upon an Event of Default and while such Event of Default is continuing, but otherwise without notice to or assent by the Debtor, to do the following: : (a) upon the occurrence and during the continuance of a default by Debtor under the Purchase Agreement, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State and as fully and completely as though the Secured Party were the absolute owner thereof for all purposes, and to do do, at the Debtor’s expense, at any time, or from time to time, all acts and things which the Secured Party deems necessary or useful to protect, preserve or realize upon the Collateral and the Secured Party’s security interest therein, in order to effect the intent of this Agreement, all at least as fully and effectively as the Debtor might do. This power ; and (b) to the extent that the Debtor’s authorization given in Section 3 is not sufficient, to file such financing statements with respect hereto, with or without the Debtor’s signature, or a photocopy of attorney is this Agreement in substitution for a power coupled with an interest and shall be irrevocable. The powers conferred on financing statement, as the Secured Party hereunder are solely may deem appropriate and to protect its interests execute in the Collateral Debtor’s name such financing statements and shall not impose any duty upon it to exercise any such powersamendments thereto and continuation statements which may require the Debtor’s signature.

Appointment and Powers of Secured Party. Upon an Event Each of Default Group and while such Event of Default is continuing, the Debtor Operating hereby irrevocably constitutes and appoints the Secured Party 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 Debtor or in the Secured Party’s own name, 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 useful to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the Debtor, upon an Event of Default and while such Event of Default is continuing, but otherwise without notice to or assent by the Debtor, to do the following: following upon the occurrence and during the continuance of an Event of Default: (a) generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State and as fully and completely as though the Secured Party were the absolute owner thereof for all purposes, and to do do, at the Debtor’s expense, at any time, or from time to time, all acts and things which the Secured Party deems necessary or useful to protect, preserve or realize upon the Collateral and the Secured Party’s security interest therein, in order to effect the intent of this Agreement, all at least as fully and effectively as the Debtor might do. This power , including, without limitation, (i) the filing and prosecuting of attorney registration and transfer applications with the appropriate federal, state, local or other agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes and (ii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (b) to the extent that the Debtor’s authorization given in Section 3 is not sufficient to file such financing statements with respect hereto, with or without the Debtor’s signature, or a power coupled with an interest and shall be irrevocable. The powers conferred on photocopy of this Agreement in substitution for a financing statement, as the Secured Party hereunder are solely may deem appropriate and to protect its interests execute in the Collateral Debtor’s name such financing statements and shall not impose any duty upon it to exercise any such powersamendments thereto and continuation statements which may require the Debtor’s signature.

Appointment and Powers of Secured Party. Upon an Event of Default and while such Event of Default is continuingTo the fullest extent permitted by applicable law, the Debtor hereby irrevocably constitutes and appoints the Secured Party and any officer or agent thereof, with full power of substitution, as its true and lawful attorneysattorney-in-fact with full irrevocable power and authority in the place and stead of the Debtor or in the Secured Party’s own name, for the purpose of carrying out the terms of this Agreement, after the occurrence of any Event of Default, 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 gives said attorneys attorney the power and right, on behalf of the Debtor, upon an Event of Default and while such Event of Default is continuing, but otherwise without notice to or assent by the Debtor, to do the following: : (i) upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State and as fully and completely as though the Secured Party were the absolute owner thereof for all purposes, and to do at the Debtor’s expense, at any time, or from time to time, all acts and things which the Secured Party deems necessary to protect, preserve or realize upon the Collateral and the Secured Party’s security interest therein, in order to effect the intent of this Agreement, all as fully and effectively as the Debtor might do. This power , including, without limitation, (i) the filing and prosecuting of attorney registration and transfer applications with the appropriate federal or local agencies or authorities with respect to patentable inventions and processes, and (ii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (ii) to the extent that the Debtor’s authorization given in Section 5 is not sufficient, to file such financing statements with respect hereto, or a power coupled with an interest and shall be irrevocable. The powers conferred on photocopy of this Agreement in substitution for a financing statement, as the Secured Party hereunder are solely may deem appropriate and to protect its interests execute in the Collateral Debtor’s name such financing statements and shall not impose any duty upon it to exercise any such powersamendments thereto and continuation statements which may require the Debtor’s signature.

Appointment and Powers of Secured Party. Upon an Event of Default and while such Event of Default is continuing, the Debtor hereby irrevocably constitutes and appoints the Secured Party 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 Debtor or in the Secured Party’s own name, 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 useful to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the Debtor, upon an Event of Default and while such Event of Default is continuing, but otherwise without notice to or assent by the Debtor, to do the following: generally : (a) upon the occurrence and during the continuance of an Event of Default, to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State and as fully and completely as though the Secured Party were the absolute owner thereof for all purposes, and to do do, at the Debtor’s expense, at any time, or from time to time, all acts and things which the Secured Party deems necessary or useful to protect, preserve or realize upon the Collateral and the Secured Party’s security interest therein, in order to effect the intent of this Agreement, all at least as fully and effectively as the Debtor might do. This power ; and (b) to the extent that Debtor’s authorization given in Section 3 is not sufficient, to file such financing statements with respect to the Collateral, with or without Debtor’s signature, or a photocopy of attorney is this Agreement in substitution for a power coupled with an interest and shall be irrevocable. The powers conferred on the financing statement, as Secured Party hereunder are solely may deem appropriate and to protect its interests execute in the Collateral Debtor’s name such financing statements and shall not impose any duty upon it to exercise any such powersamendments thereto and continuation statements which may require Debtor’s signature.

Appointment and Powers of Secured Party. Upon an Event of Default and while such Event of Default is continuingTo the fullest extent permitted by applicable law, the Debtor hereby irrevocably constitutes and appoints the Secured Party and any officer or agent thereof, with full power of substitution, as its true and lawful attorneysattorney-in-fact with full irrevocable power and authority in the place and stead of the Debtor or in the Secured Party’s own name, for the purpose of carrying out the terms of this Agreement, after the occurrence of any Event of Default, 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 gives said attorneys attorney the power and right, on behalf of the Debtor, upon an Event of Default and while such Event of Default is continuing, but otherwise without notice to or assent by the Debtor, to do the following: : (i) upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State and as fully and completely as though the Secured Party were the absolute owner thereof for all purposes, and to do at the Debtor’s expense, at any time, or from time to time, all acts and things which the Secured Party deems necessary to protect, preserve or realize upon the Collateral and the Secured Party’s security interest therein, in order to effect the intent of this Agreement, all as fully and effectively as the Debtor might do. This power , including, without limitation, (i) the filing and prosecuting of attorney registration and transfer applications with the appropriate federal or local agencies or authorities with respect to copyrights, copyright registrations, and applications for copyright registration, and (ii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (ii) to the extent that the Debtor’s authorization given in Section 5 is not sufficient, to file such financing statements with respect hereto, or a power coupled with an interest and shall be irrevocable. The powers conferred on photocopy of this Agreement in substitution for a financing statement, as the Secured Party hereunder are solely may deem appropriate and to protect its interests execute in the Collateral Debtor’s name such financing statements and shall not impose any duty upon it to exercise any such powersamendments thereto and continuation statements which may require the Debtor’s signature.

Appointment and Powers of Secured Party. Upon the occurrence of an Event of Default and while such Event of Default is continuingAttachment Event, the each Debtor hereby irrevocably constitutes and appoints the Secured Party 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 such Debtor or in the Secured Party’s own name, 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 useful to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the such Debtor, upon an Event of Default and while such Event of Default is continuing, but otherwise without notice to or assent by the Debtorsuch Debtor except as expressly provided for herein, to do the following: : 14.1.1 upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State UCC and as fully and completely as though the Secured Party were the absolute owner thereof for all purposes, and to do do, at the Debtor’s Debtors’ expense, at any time, or from time to time, all acts and things which the Secured Party deems necessary or useful to protect, preserve or realize upon the Collateral and the Secured Party’s security interest therein, in order to effect the intent of this Agreement, all as no less fully and effectively as the Debtor Debtors might do. This power , including, without limitation, (A) the filing and prosecuting of attorney is a power coupled registration and transfer applications with an interest the appropriate federal, state or local agencies or authorities with respect to trademarks, copyrights and shall patentable inventions and processes, (B) upon written notice to the Debtors, the exercise of voting rights with respect to voting securities, which rights may be irrevocable. The powers conferred on exercised, if the Secured Party hereunder are solely so elects, with a view to protect its interests in causing the Collateral and shall not impose any duty upon it to exercise liquidation of assets of the issuer of any such powerssecurities and (C) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and 14.1.2 to file financing statements with respect hereto, with or without any Debtor’s signature, or a photocopy of this Agreement in substitution for a financing statement, as the Secured Party may deem appropriate and to execute in any Debtor’s name such financing statements and amendments thereto and continuation statements which may require such Debtor’s signature.

Appointment and Powers of Secured Party. Upon an Event of Default and while such Event of Default is continuing, the The Debtor hereby irrevocably constitutes and appoints the Secured Party 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 Debtor or in the Secured Party’s 's own name, 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 useful to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the Debtor, upon an Event of Default and while such Event of Default is continuing, but otherwise without notice to or assent by the Debtor, to do the following: : (a) upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State and applicable federal, state and local grain code provisions and as fully and completely as though the Secured Party were the absolute owner thereof for all purposes, and to do do, at the Debtor’s 's expense, at any time, or from time to time, all acts and things which the Secured Party deems necessary or useful to protect, preserve or realize upon the Collateral and the Secured Party’s 's security interest therein, in order to effect the intent of this Agreement, all at least as fully and effectively as the Debtor might do. This power , including, without limitation, (i) the filing and prosecuting of attorney is a power coupled registration and transfer applications with an interest the appropriate federal, state, local or other agencies or authorities with respect to trademarks, copyrights and shall patentable inventions and processes, (ii) the filing and prosecuting of appropriate federal, state, or local claims against grain insurance funds, bonds, indemnities or similar funds with the appropriate federal, state or local agencies or authorities with jurisdiction over such claims, (iii) upon written notice to the Debtor, the exercise of voting rights with respect to voting securities, which rights may be irrevocable. The powers conferred on exercised, if the Secured Party hereunder are solely so elects, with a view to protect its interests causing the liquidation of assets of the issuer of any such securities, and (iv) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (b) to the extent that the Debtor's authorization given in Section 3 is not sufficient, to file such financing statements with respect hereto, with or without the Debtor's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Secured Party may deem appropriate and to execute in the Collateral Debtor's name such financing statements and shall not impose any duty upon it to exercise any such powersamendments thereto and continuation statements which may require the Debtor's signature.

Appointment and Powers of Secured Party. Upon an Event of Default and while such Event of Default is continuing, the Each Debtor hereby irrevocably constitutes and appoints the Secured Party 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 Debtor or in the Secured Party’s own name, for the purpose of carrying out the terms of this Agreement, from and after the occurrence and during the continuance of an Event of Default, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable useful to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the Debtor, upon an Event of Default and while such Event of Default is continuing, but otherwise without notice to or assent by the Debtor, to do the following: : (a) upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State and as fully and completely as though the Secured Party were the absolute owner thereof for all purposes, and to do do, at the Debtor’s expense, at any time, or from time to time, all acts and things which the Secured Party deems necessary or useful to protect, preserve or realize upon the Collateral and the Secured Party’s security interest therein, in order to effect the intent of this Agreement, all at least as fully and effectively as the Debtor might do. This power , including, without limitation, (i) the filing and prosecuting of attorney is a power coupled registration and transfer applications with an interest the appropriate federal, state, local or other agencies or authorities with respect to trademarks, copyrights and shall patentable inventions and processes, (ii) upon written notice to the Debtor, the exercise of voting rights with respect to voting securities, which rights may be irrevocable. The powers conferred on exercised, if the Secured Party hereunder are solely so elects, with a view to protect its interests causing the liquidation of assets of the issuer of any such securities, and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (b) to the extent that the Debtor’s authorization given in Section 3 is not sufficient, to file such financing statements with respect hereto, with or without the Debtor’s signature, or a photocopy of this Agreement in substitution for a financing statement, as the Secured Party may deem appropriate and to execute in the Collateral Debtor’s name such financing statements and shall not impose any duty upon it to exercise any such powersamendments thereto and continuation statements which may require the Debtor’s signature.

Appointment and Powers of Secured Party. Upon an Event of Default and while such Event of Default is continuing(a) Subject to clause (b) hereof, the Debtor Customer hereby irrevocably constitutes and appoints the Secured Party 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 Debtor Customer or in the Secured Party’s own name, 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 useful to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the DebtorCustomer, to upon the occurrence and during the continuance of an Event of Default and while such Event of Default is continuing, but otherwise without notice to or assent by the DebtorCustomer, to do the following: generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code UCC and other applicable law, including the Communications Act of 1934, as amended, and the State rules and regulations promulgated by the Federal Communications Commission thereunder, and as fully and completely as though the Secured Party were the absolute owner thereof for all purposes, and to do do, at the DebtorCustomer’s expense, at any time, or from time to time, all acts and things which the Secured Party deems necessary or useful to protect, preserve or realize upon the Collateral and the Secured Party’s security interest therein, in order to effect the intent of this Agreement, all at least as fully and effectively as the Debtor Customer might do. This , including, without limitation, (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, state, local or other agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to the Customer, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Secured Party so elects, with a view to causing the liquidation of assets of the issuer of any such securities, and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral. (b) Notwithstanding clause (a) above, unless an Event of Default has occurred and is continuing, the Secured Party shall not exercise its rights under such power of attorney is a power coupled with an interest unless it firsts requests the Customer to take such action and the Customer shall be irrevocable. The powers conferred on the Secured Party hereunder are solely have failed to protect its interests in the Collateral and shall not impose any duty upon it to exercise do so within 30 days of any such powersrequest.

Appointment and Powers of Secured Party. Upon an Event of Default and while such Event of Default is continuing, the Debtor The Company hereby irrevocably constitutes and appoints the Secured Party and any officer or agent thereof, with full power of substitution, as its true and lawful attorneys-in-fact fact, with full irrevocable power and authority in the place and stead of the Debtor Company or in the Secured Party’s 's own name, for the purpose of carrying out the terms of this Security 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 andSecurity Agreement, without limiting subject to the generality of the foregoing, following: (a) The Company hereby gives said attorneys the power and right, on behalf of the DebtorCompany, upon an Event of Default and while such Event of Default is continuing, but otherwise without notice to or assent by the DebtorCompany, to do the following: following upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State and as fully and completely as though the Secured Party were the absolute owner thereof for all purposes, and to do at the Debtor’s Company's expense, at any time, or from time to time, all acts and things which the Secured Party deems necessary to protect, preserve or realize upon the Collateral and the Secured Party’s 's security interest therein, in order to effect the intent of this Security Agreement, all as fully and effectively as the Debtor Company might do. This , including, without limitation, (i) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral, and (ii) settle or adjust disputes or claims directly with account debtors obligated on any Accounts for amounts and upon terms which Secured Party considers advisable in its reasonable credit judgment and, in all cases, Secured Party shall credit the Obligations with only the net amounts received by Secured Party in payment of any Accounts; and (b) The Company hereby gives said attorneys the power and right, on behalf of attorney the Company, without notice to or assent by the Company, whether or not a default or Event of Default has occurred, to the extent that the Company's authorization given in Section 3 is not sufficient, to file such financing statements with respect hereto, with or without the Company's signature, or a power coupled with an interest and shall be irrevocable. The powers conferred on photocopy of this Security Agreement in substitution for a financing statement, as the Secured Party hereunder are solely may deem appropriate and to protect its interests execute in the Collateral Company's name such financing statements and shall not impose any duty upon it to exercise any such powersamendments thereto and continuation statements which may require the Company's signature.

Appointment and Powers of Secured Party. Upon an Event of Default and while such Event of Default is continuing, the Debtor Debtors hereby irrevocably constitutes constitute and appoints the appoint Secured Party and any officer or agent thereof, with full power of substitution, as its their true and lawful attorneys-in-fact with full irrevocable power and authority in the place and stead of the Debtor Debtors or in the Secured Party’s own name, 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 gives said attorneys the power and right, on behalf of the DebtorDebtors, upon an Event of Default and while such Event of Default is continuing, but otherwise without notice to or assent by the DebtorDebtors, to do the following: : (a) upon the occurrence and during the continuance of an Event of Default beyond the applicable cure period, if any, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State and as fully and completely as though the Secured Party were the absolute owner thereof for all purposes, and to do at the Debtor’s expense, at any time, or from time to time, all acts and things which the Secured Party deems necessary to protect, preserve or realize upon the Collateral and the Secured Party’s security interest therein, in order to effect the intent of this Agreement, all as fully and effectively as the Debtor Debtors might do. This power , including, without limitation the execution, delivery and recording, in connection with any sale or other disposition of attorney any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (b) to the extent that Debtors’ authorization given in Section 3 is not sufficient, to file such financing statements with respect hereto, with or without Debtor’s signature, or a power coupled with an interest and shall be irrevocable. The powers conferred on the photocopy of this Agreement in substitution for a financing statement, as Secured Party hereunder are solely may deem appropriate and to protect its interests execute and/or file in the Collateral Debtors’ name such financing statements and shall not impose any duty upon it to exercise any such powersamendments thereto and continuation statements which may require Debtors’ signature.

Appointment and Powers of Secured Party. Upon an Event of Default and while such Event of Default is continuing, the Debtor The Company hereby irrevocably constitutes and appoints the Secured Party and any officer or agent thereof, with full power of substitution, as its true and lawful attorneys-in-fact with full irrevocable power and *** Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. authority in the place and stead of the Debtor Company or in the Secured Party’s own name, 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 reasonably desirable to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the DebtorCompany, upon an Event of Default and while such Event of Default is continuing, but otherwise without notice to or assent by the DebtorCompany, to do the following: : (i) In the event of a Payment Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State MA UCC and as fully and completely as though the Secured Party were the absolute owner thereof for all purposes, and to do at the DebtorCompany’s expense, at any time, or from time to time, all acts and things which the Secured Party deems deem necessary to protect, preserve or realize upon the Collateral and the Secured Party’s security interest therein, in order to effect the intent of this Agreement, all as fully and effectively as the Debtor Company might do. This power , including, without limitation, (A) the filing and prosecuting of attorney is a power coupled registration and transfer applications with the appropriate federal or local agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes, (B) upon occurrence and during the continuance of an interest and shall Event of Default (as defined in the Note), upon written notice to the Company, the exercise of voting rights with respect to voting securities, which rights may be irrevocable. The powers conferred on exercised, if the Secured Party hereunder are solely so elects, with a view to protect its interests causing the liquidation in a commercially reasonable manner of assets of the Collateral and shall not impose any duty upon it to exercise issuer of any such powerssecurities, and (C) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (ii) to file such financing statements with respect hereto, or a photocopy of this Agreement in substitution for a financing statement, as the Secured Party may deem appropriate.

Appointment and Powers of Secured Party. Upon an Event of Default and while such Event of Default is continuing, the Debtor hereby irrevocably constitutes and appoints the Secured Party 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 Debtor or in the Secured Party’s own name, for the purpose of carrying out the terms of this Agreement, from and after the occurrence and during the continuance of an Event of Default, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable useful to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the Debtor, upon an Event of Default and while such Event of Default is continuing, but otherwise without notice to or assent by the Debtor, to do the following: : (a) upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State and as fully and completely as though the Secured Party were the absolute owner thereof for all purposes, and to do do, at the Debtor’s expense, at any time, or from time to time, all acts and things which the Secured Party deems necessary or useful to protect, preserve or realize upon the Collateral and the Secured Party’s security interest therein, in order to effect the intent of this Agreement, all at least as fully and effectively as the Debtor might do. This power , including, without limitation, (i) the filing and prosecuting of attorney is a power coupled registration and transfer applications with an interest the appropriate federal, state, local or other agencies or authorities with respect to trademarks, copyrights and shall patentable inventions and processes, (ii) upon written notice to the Debtor, the exercise of voting rights with respect to voting securities, which rights may be irrevocable. The powers conferred on exercised, if the Secured Party hereunder are solely so elects, with a view to protect its interests causing the liquidation of assets of the issuer of any such securities, and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (b) to the extent that the Debtor’s authorization given in Section 3 is not sufficient, to file such financing statements with respect hereto, with or without the Debtor’s signature, or a photocopy of this Agreement in substitution for a financing statement, as the Secured Party may deem appropriate and to execute in the Collateral Debtor’s name such financing statements and shall not impose any duty upon it to exercise any such powersamendments thereto and continuation statements which may require the Debtor’s signature.

Appointment and Powers of Secured Party. Upon an Event Each of Default Group and while such Event of Default is continuing, the Debtor Operating hereby irrevocably constitutes and appoints the Secured Party 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 Debtor or in the Secured Party’s own name, 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 useful to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby hxxxxx gives said attorneys the power and right, on behalf of the Debtor, upon an Event of Default and while such Event of Default is continuing, but otherwise without notice to or assent by the Debtor, to do the following: following upon the occurrence and during the continuance of an Event of Default: (a) generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State and as fully and completely as though the Secured Party were the absolute owner thereof for all purposes, and to do do, at the Debtor’s expense, at any time, or from time to time, all acts and things which the Secured Party deems necessary or useful to protect, preserve or realize upon the Collateral and the Secured Party’s security interest therein, in order to effect the intent of this Agreement, all at least as fully and effectively as the Debtor might do. This power , including, without limitation, (i) the filing and prosecuting of attorney registration and transfer applications with the appropriate federal, state, local or other agencies or authorities with respect to trademarks, copyrights and patentable inventions and processes and (ii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (b) to the extent that the Debtor’s authorization given in Section 3 is not sufficient to file such financing statements with respect hereto, with or without the Debtor’s signature, or a power coupled with an interest and shall be irrevocable. The powers conferred on photocopy of this Agreement in substitution for a financing statement, as the Secured Party hereunder are solely may deem appropriate and to protect its interests execute in the Collateral Debtor’s name such financing statements and shall not impose any duty upon it to exercise any such powersamendments thereto and continuation statements which may require the Debtor’s signature.

Appointment and Powers of Secured Party. Upon an Event Each of Default and while such Event of Default is continuing, the Debtor and Parent hereby irrevocably constitutes and appoints the Secured Party 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 Debtor or Parent or in the Secured Party’s own name, 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 useful to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the DebtorDebtor or Parent, upon an Event of Default and while such Event of Default is continuing, but otherwise without notice to or assent by the DebtorDebtor or Parent, to do the following: : (a) upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State and as fully and completely as though the Secured Party were the absolute owner thereof for all purposes, and to do do, at the Debtor’s expense, at any time, or from time to time, all acts and things which the Secured Party deems necessary or useful to protect, preserve or realize upon the Collateral and the Secured Party’s security interest therein, in order to effect the intent of this Agreement, all at least as fully and effectively as the Debtor might do. This power , including, without limitation, (i) the filing and prosecuting of attorney is a power coupled registration and transfer applications with an interest the appropriate federal, state, local or other agencies or authorities with respect to trademarks, copyrights and shall patentable inventions and processes, (ii) upon written notice to the Debtor, the exercise of voting rights with respect to voting securities, which rights may be irrevocable. The powers conferred on exercised, if the Secured Party hereunder are solely so elects, with a view to causing the liquidation of assets of the issuer of any such securities, and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; (b) to the extent that the Debtor’s authorization given in Section 3 is not sufficient, to file such financing statements with respect hereto, with or without the Debtor’s signature, or a photocopy of this Agreement in substitution for a financing statement, as the Secured Party may deem appropriate and to execute in the Debtor’s name such financing statements and amendments thereto and continuation statements which may require the Debtor’s signature; and (c) upon the occurrence and during the continuance of an Event of Default, generally to exercise any self-help remedies with respect to any of the Collateral, and to take any and all such actions as the Secured Party deems necessary or useful to protect its interests in and preserve the Collateral and shall the Secured Party’s security interest therein, including, but not impose any duty upon it limited to, having the right to exercise any such powersimmediately access the Debtor’s premises in order to secure and preserve the Collateral.

Appointment and Powers of Secured Party. Upon an Event of Default and while such Event of Default is continuing, the Debtor Each CITEL Party hereby irrevocably constitutes and appoints the Secured Party Party, and any officer or agent thereofof the Secured Party, 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 Debtor such CITEL Party or in the Secured Party’s such Person's own name, 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 useful to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the Debtorsuch CITEL Party, upon an Event of Default and while such Event of Default is continuing, but otherwise without notice to or assent by the Debtorsuch CITEL Party, to do the following: during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State UCC and as fully and completely as though the Secured Party were the absolute owner thereof for all purposes, and to do do, at the Debtor’s such CITEL Party's expense, at any time, or from time to time, all acts and things which the Secured Party deems necessary or advisable to protect, preserve or realize upon the Collateral and the Secured Party’s 's security interest therein, in order to effect the intent of this Agreement, all as no less fully and effectively as the Debtor such CITEL Party might do. This power , including, without limitation, (A) the filing and prosecuting of attorney is a power coupled registration and transfer applications with an interest the appropriate federal, state or local agencies or authorities with respect to trademarks, copyrights and shall be irrevocable. The powers conferred on patentable inventions and processes, and (B) the Secured Party hereunder are solely execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to protect its interests in the Collateral and shall not impose any duty upon it to exercise any such powersCollateral.

Appointment and Powers of Secured Party. Upon an Event of Default and while such Event of Default is continuing, the The Debtor hereby irrevocably constitutes and appoints the Secured Party and any officer or agent thereofof Secured Party, 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 Debtor or in the Secured Party’s 's own name, 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 useful to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby xxxxxx gives said attorneys the power and right, on behalf of the Debtor, upon an Event of Default and while such Event of Default is continuing, but otherwise without notice to or assent by the Debtor, to do the following: : (a) Upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State and as fully and completely as though the Secured Party were the absolute owner thereof of such Collateral for all purposes, and to do do, at the Debtor’s 's expense, at any time, or from time to time, all acts and things which the Secured Party deems necessary or useful to protect, preserve or realize upon the Collateral and the Secured Party’s 's security interest thereinin the Collateral, in order to effect the intent of this Agreement, all at least as fully and effectively as the Debtor might do. This power , including, without limitation, (i) the filing and prosecuting of attorney is a power coupled registration and transfer applications with an interest the appropriate federal, state, local or other agencies or authorities with respect to trademarks, copyrights and shall patentable inventions and processes, (ii) upon written notice to the Debtor, the exercise of voting rights with respect to voting securities, which rights may be irrevocable. The powers conferred on exercised, if the Secured Party hereunder are solely so elects, with a view to protect its interests causing the liquidation of assets of the issuer of any such securities, and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (b) To the extent that the Debtor's authorization given in Section 3 (Authorization to File Financing Statements) of this Agreement is not sufficient, to file such financing statements with respect to this Agreement, with or without the Debtor's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Secured Party may deem appropriate, and to execute in the Collateral Debtor's name such financing statements and shall not impose any duty upon it to exercise any such powersamendments thereto and continuation statements which may require the Debtor's signature.

Appointment and Powers of Secured Party. Upon an Event of Default and while such Event of Default is continuing, the The Debtor hereby irrevocably constitutes and appoints the Secured Party and any officer or agent thereof, with full power of substitution, as its true and lawful attorneys-in-fact with full irrevocable inevocable power and authority in the place and stead of the Debtor or in the Secured Party’s 's own name, for the purpose of carrying can-ying 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 useful to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the Debtor, upon an Event of Default and while such Event of Default is continuing, but otherwise without notice to or assent by the Debtor, to do the following: : (a) upon the occurrence and during the continuance of a Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the tl1e Collateral in such manner mam1er as is consistent with the Uniform Commercial Code of the State and as fully and completely as though the Secured Party were the absolute owner thereof for all purposes, and to do do, at the Debtor’s 's expense, at any time, or from time to time, all acts and things which the Secured Party deems necessary or useful to protect, preserve or realize upon the Collateral and the Secured Party’s 's security interest therein, in order to effect the intent of this Agreement, all at least as fully and effectively as the Debtor might do. This power , including, without limitation, (i) the filing and prosecuting ofregistration and transfer applications with the appropriate federal, state, local or other agencies or authorities with respect to trademarks, copyrights and patentable jnventions and processes, (ii) upon written notice to the Debtor, the exercise of attorney is a power coupled voting rights with an interest and shall respect to voting securities, which rights may be irrevocable. The powers conferred on exercised, if the Secured Party hereunder are solely so elects, with a view to protect its interests causing the liquidation of assets of the issuer of any such securities, and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (b) to the extent that the Debtor's autho1ization given in Section 3 is not sufficient, to file such financing statements with respect hereto, with or without the Debtor's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Secured Party may deem appropriate and to execute in the Collateral Debtor's name such financing statements and shall not impose any duty upon it to exercise any such powersamendments thereto and continuation statements which may require the Debtor's signature.

Appointment and Powers of Secured Party. Upon an Event of Default and while such Event of Default is continuing, the The Debtor hereby irrevocably constitutes and appoints the Secured Party 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 Debtor or in the Secured Party’s 's own name, 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 useful to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the Debtor, upon an Event of Default and while such Event of Default is continuing, but otherwise without notice to or assent by the Debtor, to do the following: : (a) upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State and as fully and completely as though the Secured Party were the absolute owner thereof for all purposes, and to do do, at the Debtor’s 's expense, at any time, or from time to time, all acts and things which the Secured Party reasonably deems necessary or useful to protect, preserve or realize upon the Collateral and the Secured Party’s 's security interest therein, in order to effect the intent of this Agreement, all at least as fully and effectively as the Debtor a reasonable and competent debtor might do. This power , including, without limitation, (i) the filing and prosecuting of attorney is a power coupled registration and transfer applications with an interest the appropriate federal, state, local or other agencies or authorities with respect to trademarks, copyrights and shall patentable inventions and processes, (ii) upon reasonably adequate written notice to the Debtor, the exercise of voting rights with respect to voting securities, which rights may be irrevocable. The powers conferred on exercised, if the Secured Party hereunder are solely so elects, with a view to protect its interests causing the liquidation of assets of the issuer of any such securities, and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (b) to the extent that the Debtor's authorization given in Section 3 is not sufficient, to file such financing statements with respect hereto, with or without the Debtor's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Secured Party may deem appropriate and to execute in the Collateral Debtor's name such financing statements and shall not impose any duty upon it to exercise any such powersamendments thereto and continuation statements which may require the Debtor's signature.

Appointment and Powers of Secured Party. Upon an Event of Default and while such Event of Default is continuing, the The Debtor hereby irrevocably constitutes and appoints the Secured Party 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 Debtor or in the Secured Party’s 's own name, 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 useful to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the Debtor, upon an Event of Default and while such Event of Default is continuing, but otherwise without notice to or assent by the Debtor, to do the following: Sun Vacation Properties Corporation to Xxxxxxxx Xxxxxxxxxxx 10.1.1. upon the occurrence of a Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State Territory and as fully and completely as though the Secured Party were the absolute owner thereof for all purposes, and to do do, at the Debtor’s 's expense, at any time, or from time to time, all acts and things which the Secured Party deems necessary or useful to protect, preserve or realize upon the Collateral and the Secured Party’s 's security interest therein, in order to effect the intent of this Agreement, all at least as fully and effectively as the Debtor might do. This power , including, without limitation, (i) the filing and prosecuting of attorney is a power coupled registration and transfer applications with an interest the appropriate federal, Territory, local or other agencies or authorities with respect to trademarks, copyrights and shall patentable inventions and processes, (ii) upon written notice to the Debtor, the exercise of voting rights with respect to voting securities, which rights may be irrevocable. The powers conferred on exercised, if the Secured Party hereunder are solely so elects, with a view to protect its interests causing the liquidation of assets of the issuer of any such securities, and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and 10.1.2. to the extent that the Debtor's authorization given in Section 3 is not sufficient, to file such financing statements with respect hereto, with or without the Debtor's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Secured Party may deem appropriate and to execute in the Collateral Debtor's name such financing statements and shall not impose any duty upon it to exercise any such powersamendments thereto and continuation statements which may require the Debtor's signature.

Appointment and Powers of Secured Party. Upon an Event of Default and while such Event of Default is continuing, the The Debtor hereby irrevocably constitutes and appoints the Secured Party 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 Debtor or in the Secured Party’s own name, 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 gives said attorneys the power and right, on behalf of the Debtor, upon an Event of Default and while such Event of Default is continuing, but otherwise without notice to or assent by the Debtor, to do the following: : (A) Upon the occurrence and during the continuance of an Event of Default, which remains uncured for sixty (60) calendar days, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State and as fully and completely as though the Secured Party were the absolute owner thereof for all purposes, and to do at the Debtor’s expense, at any time, or from time to time, all acts and things which the Secured Party deems necessary to protect, preserve or realize upon the Collateral and the Secured Party’s security interest therein, in order to effect the intent of this Agreement, all as fully and effectively as the Debtor might do. This power , including, without limitation, (i) the filing and prosecuting of attorney is a power coupled registration and transfer applications with an interest the appropriate federal or local agencies or authorities with respect to trademarks, copyrights and shall patentable inventions and processes, (ii) upon written notice to the Debtor, the exercise of voting rights with respect to voting securities, which rights may be irrevocable. The powers conferred on exercised, if the Secured Party hereunder are solely so elects, with a view to protect its interests causing the liquidation in a commercially reasonable manner of assets of the issuer of any such securities, and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (B) To the extent that the Debtor’s authorization given in Article III is not sufficient, to file such financing statements with respect hereto, with or without the Debtor’s signature, or a photocopy of this Agreement in substitution for a financing statement, as the Secured Party may deem appropriate and to execute in the Collateral Debtor’s name such financing statements and shall not impose any duty upon it to exercise any such powersamendments thereto and continuation statements which may require the Debtor’s signature. (C) Notwithstanding the foregoing, the rights of the Secured Party under this section may be limited by the terms of an Intercreditor Agreement, dated of event date herewith, by and between the Secured Party, Oak Harbor Investment Properties, L.L.C., Xxxxx X. Xxx and Debtor.

Appointment and Powers of Secured Party. Upon an Event of Default and while such Event of Default is continuing, the The Debtor hereby irrevocably (until termination of this Agreement) constitutes and appoints the Secured Party 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 Debtor or in the Secured Party’s own name, 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 useful to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the Debtor, upon an Event of Default and while such Event of Default is continuing, but otherwise without notice to or assent by the Debtor, to do the following: : (a) upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State and as fully and completely as though the Secured Party were the absolute owner thereof for all purposes, and to do do, at the Debtor’s expense, at any time, or from time to time, all acts and things which the Secured Party deems necessary or useful to protect, preserve or realize upon the Collateral and the Secured Party’s security interest therein, in order to effect the intent of this Agreement, all at least as fully and effectively as the Debtor might do. This power , including, without limitation, (i) the filing and prosecuting of attorney is a power coupled registration and transfer applications with an interest the appropriate federal, state, local or other agencies or authorities with respect to trademarks, copyrights and shall patentable inventions and processes, (ii) upon written notice to the Debtor, the exercise of voting rights with respect to voting securities, which rights may be irrevocable. The powers conferred on exercised, if the Secured Party hereunder are solely so elects, with a view to protect its interests causing the liquidation of assets of the issuer of any such securities, and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (b) to the extent that the Debtor’s authorization given in Section 3 is not sufficient, to file such financing statements with respect hereto, with or without the Debtor’s signature, or a photocopy of this Agreement in substitution for a financing statement, as the Secured Party may deem appropriate and to execute in the Collateral Debtor’s name such financing statements and shall not impose any duty upon it to exercise any such powersamendments thereto and continuation statements which may require the Debtor’s signature.

Appointment and Powers of Secured Party. Upon an Event of Default and while such Event of Default is continuing, the Debtor The Grantor hereby irrevocably constitutes and appoints the Secured Party 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 Debtor Grantor or in the Secured Party’s own name, 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 useful to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the DebtorGrantor, upon an Event of Default and while such Event of Default is continuing, but otherwise without notice to or assent by the DebtorGrantor, to do the following: (a) upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State or any other relevant jurisdiction and as fully and completely as though the Secured Party were the absolute owner thereof for all purposes, and to do do, at the DebtorGrantor’s expense, at any time, or from time to time, all acts and things which the Secured Party deems necessary or useful to protect, preserve or realize upon the Collateral and the Secured Party’s security interest therein, in order to effect the intent of this Agreement, all as no less fully and effectively as the Debtor Grantor might do. This power , including, without limitation, (i) the filing and prosecuting of attorney is a power coupled registration and transfer applications with an interest the appropriate federal, state or local agencies or authorities with respect to trademarks, copyrights and shall patentable inventions and processes, (ii) upon written notice to the Grantor, the exercise of voting rights with respect to voting securities, which rights may be irrevocable. The powers conferred on exercised, if the Secured Party hereunder are solely so elects, with a view to protect its interests causing the liquidation of assets of the issuer of any such securities and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (b) to the extent that the Grantor’s authorization given in Section 3 is not sufficient, to file such financing statements with respect hereto, with or without the Grantor’s signature, or a photocopy of this Agreement in substitution for a financing statement, as the Secured Party may deem appropriate and to execute in the Collateral Grantor’s name such financing statements and shall not impose any duty upon it to exercise any such powersamendments thereto and continuation statements which may require the Grantor’s signature.

Appointment and Powers of Secured Party. Upon an Event of Default and while such Event of Default is continuing, the Debtor The Company hereby irrevocably constitutes and appoints the Secured Party and any officer or agent thereof, with full power of substitution, as its true and lawful attorneys-in-fact fact, with full irrevocable power and authority in the place and stead of the Debtor Company or in the Secured Party’s 's own name, 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 gives said attorneys the power and right, on behalf of the DebtorCompany, upon an Event of Default and while such Event of Default is continuing, but otherwise without notice to or assent by the DebtorCompany, to do the following: : (a) upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State and as fully and completely as though the Secured Party were the absolute owner thereof for all purposes, and to do at the Debtor’s Company's expense, at any time, or from time to time, all acts and things which the Secured Party deems necessary to protect, preserve or realize upon the Collateral and the Secured Party’s 's security interest therein, in order to effect the intent of this Agreement, all as fully and effectively as the Debtor Company might do. This power , including, without limitation, (i) the filing and prosecuting of attorney is a power coupled registration and transfer applications with an interest the appropriate federal or local agencies or authorities with respect to trademarks, copyrights and shall patentable inventions and processes, (ii) upon written notice to the Company, the exercise of voting rights with respect to voting securities, which rights may be irrevocable. The powers conferred on exercised, if the Secured Party hereunder are solely so elects, with a view to protect its interests causing the liquidation in a commercially reasonable manner of assets of the issuer of any such securities and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (b) to the extent that the Company's authorization given in (S)3 is not sufficient, to file such financing statements with respect hereto, with or without the Company's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Secured Party may deem appropriate and to execute in the Collateral Company's name such financing statements and shall not impose any duty upon it to exercise any such powersamendments thereto and continuation statements which may require the Company's signature.

Appointment and Powers of Secured Party. Upon an Event of Default and while such Event of Default is continuing, the The Debtor hereby -------------------------------------------- irrevocably constitutes and appoints the Secured Party 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 Debtor or in the Secured Party’s 's own name, 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 useful to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the Debtor, upon an Event of Default and while such Event of Default is continuing, but otherwise without notice to or assent by the Debtor, to do the following: : (a) upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State and as fully and completely as though the Secured Party were the absolute owner thereof for all purposes, and to do do, at the Debtor’s 's expense, at any time, or from time to time, all acts and things which the Secured Party deems necessary or useful to protect, preserve or realize upon the Collateral and the Secured Party’s 's security interest therein, in order to effect the intent of this Agreement, all at least as fully and effectively as the Debtor might do. This power , including, without limitation, (i) the filing and prosecuting of attorney is a power coupled registration and transfer applications with an interest the appropriate federal, state, local or other agencies or authorities with respect to trademarks, copyrights and shall patentable inventions and processes, (ii) upon written notice to the Debtor, the exercise of voting rights with respect to voting securities, which rights may be irrevocable. The powers conferred on exercised, if the Secured Party hereunder are solely so elects, with a view to protect its interests causing the liquidation of assets of the issuer of any such securities, and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (b) to the extent that the Debtor's authorization given in Section 3 is not sufficient, to file such financing statements with respect hereto, with or without the Debtor's signature, or a photocopy of this Agreement in substitution for a financing statement, as the Secured Party may deem appropriate and to execute in the Collateral Debtor's name such financing statements and shall not impose any duty upon it to exercise any such powersamendments thereto and continuation statements which may require the Debtor's signature.

Appointment and Powers of Secured Party. Upon In an Event of Default and while such Event of Default is continuingDefault, the Debtor hereby irrevocably constitutes and appoints the Secured Party and any officer or agent thereof, with full power of substitution, as its true and lawful attorneysattorney-in-fact with full irrevocable power and authority in the place and stead of the Debtor or in the Secured Party’s own name, for the purpose of carrying out the terms of this Agreementagreement, 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 agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the Debtor, upon an Event of Default and while such Event of Default is continuing, but otherwise without notice to or assent by the Debtor, to do the following: : (a) upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State State, and as fully and completely as though the Secured Party were the absolute owner thereof for all purposes, and to do at the Debtor’s expense, at any time, or from time to time, all acts and things which the Secured Party deems necessary or advisable to protect, preserve or realize upon the Collateral and the Secured Party’s security interest therein, in order to effect the intent of this Agreementagreement, all as fully and effectively as the Debtor might do. This power , including, without limitation, (i) the filing and prosecuting of attorney is a power coupled registration and transfer applications with an interest the appropriate federal or local agencies or authorities with respect to trademarks, copyrights and shall patentable inventions and processes, (ii) upon written notice to the Debtor, the exercise of voting rights with respect to voting securities, which rights may be irrevocable. The powers conferred on exercised, if the Secured Party hereunder are solely so elects, with a view to protect its interests causing the liquidation in a commercially reasonable manner of assets of the issuer of any such securities and (iii) the execution, delivery and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and (b) to the extent that the Debtor’s authorization given in Section 3 hereinabove is not sufficient, to file such financing statements with respect hereto, with or without the Debtor’s signature, or a photocopy of this agreement in substitution for a financing statement, as the Secured Party may deem appropriate and to execute in the Collateral Debtor’s name such financing statements and shall not impose any duty upon it to exercise any such powersamendments thereto and continuation statements which may require the Debtor’s signature.