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. (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 and shall be irrevocable. The powers conferred on the Secured Party hereunder are solely 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 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. 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 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 the other Loan Documents 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 such Debtor, to do the 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 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 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.patentable inventions

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 Each Debtor 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 attorneysattorney-in-fact with full irrevocable power and authority in the place and stead of the such Debtor 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 attorney 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 such Debtor, to do the following: (i) 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 such Debtor’s '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 such Debtor 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 such 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 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 the extent that such Debtor's authorization given in Section 3 is not sufficient, to file such financing statements with respect hereto, with or without such 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 Party, and any officer or agent thereofof the Secured Party, 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 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 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) 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 '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 such Debtor 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 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 (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 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.