Common use of Further Assurances; Appointment of Collateral Agent as Attorney-in-Fact Clause in Contracts

Further Assurances; Appointment of Collateral Agent as Attorney-in-Fact. Debtor at its expense shall execute and deliver, or cause to be executed and delivered, to Collateral Agent any and all documents and instruments, in form and substance reasonably satisfactory to Collateral Agent, and take any and all action, which Collateral Agent may reasonably request from time to time, to perfect and continue the perfection or to maintain the priority of, or provide notice of the security interest in the Trademark Collateral held by Collateral Agent for the benefit of Collateral Agent, the Noteholders and the Trustee and to accomplish the purposes of this Agreement. If Debtor refuses to execute and deliver, or fails timely to execute and deliver, any of the documents it is requested to execute and deliver by Collateral Agent in accordance with the foregoing, Collateral Agent shall have the right, in the name of Debtor, or in the name of Collateral Agent or otherwise, without notice to or assent by Debtor, and Debtor hereby irrevocably constitutes and appoints Collateral Agent (and any of Collateral Agent's officers or employees or agents designated by Collateral Agent) as Debtor's true and lawful attorney-in-fact with full power and authority, subject to the terms of the Intercreditor Agreement, (i) to sign the name of Debtor on all or any of such documents or instruments and perform all other acts that Collateral Agent reasonably deems necessary in order to perfect or continue the perfection of, maintain the priority or enforceability of or provide notice of the security interest in the Trademark Collateral held by Collateral Agent for the benefit of Collateral Agent, the Noteholders and the Trustee, and (ii) to execute any and all other documents and instruments, and to perform any and all acts and things for and on behalf of Debtor, which Collateral Agent may reasonably deem necessary or advisable to maintain, preserve and protect the Trademark Collateral and to accomplish the purposes of this Agreement, including (A) to defend, settle, adjust or institute any action, suit or proceeding with respect to the Trademark Collateral, (B) to assert or retain any rights under any license agreement for any of the Trademark Collateral, and (C) to execute any and all applications, documents, papers and instruments for Collateral Agent to use the Trademark Collateral, to grant or issue any exclusive or non-exclusive license with respect to any Trademark Collateral, and to assign, convey or otherwise transfer title in or dispose of the Trademark Collateral. The power of attorney set forth in this SECTION 3, being coupled with an interest, is irrevocable so long as this Agreement shall not have terminated in accordance with SECTION 18; PROVIDED that the foregoing power of attorney shall terminate when all of the Secured Obligations have been fully and finally paid and performed in full or the Defeasance thereof shall have been consummated.

Further Assurances; Appointment of Collateral Agent as Attorney-in-Fact. Debtor at its expense shall execute and deliver, or cause to be executed and delivered, to the Collateral Agent any and all documents and instruments, in form and substance reasonably satisfactory to the Collateral Agent, in its reasonable discretion, and take any and all action, which the Collateral Agent may reasonably request from time to time, to perfect and continue the perfection or to perfected, maintain the priority of, of or provide notice of the security interest interests in the Trademark Patent Collateral held by Collateral Agent for the benefit of Collateral Agent, the Noteholders and the Trustee Lender Group and to accomplish the purposes of this Agreement. If Debtor refuses to execute and deliver, or fails timely to execute and deliver, any of the documents it is reasonably requested to execute and deliver by Collateral Agent in accordance with the foregoing, the Collateral Agent shall have the rightright to, in the name of Debtor, or in the name of Collateral Agent or otherwise, without notice to or assent by Debtor, and Debtor hereby irrevocably constitutes and appoints Collateral Agent (and any of Collateral Agent's ’s officers or employees or agents designated by Collateral Agent) as Debtor's ’s true and lawful attorney-in-fact with full power and authority, subject to the terms of the Intercreditor Agreement, (i) to sign the name of Debtor on all or any of such documents or instruments instruments, and perform all other acts acts, that Collateral Agent reasonably deems necessary or advisable in order to perfect or continue the perfection ofperfected, maintain the priority or enforceability of or provide notice of the security interest interests in the Trademark Patent Collateral held by Collateral Agent for the benefit of Collateral Agent, the Noteholders and the TrusteeLender Group, and (ii) to execute any and all other documents and instruments, and to perform any and all acts and things for and on behalf of Debtor, which Collateral Agent reasonably may reasonably deem necessary or advisable to maintain, preserve and protect the Trademark Patent Collateral and to accomplish the purposes of this Agreement, including (A) upon the occurrence and during the continuance of any Event of Default, to defend, settle, adjust or institute any action, suit or proceeding with respect to the Trademark Patent Collateral, (B) upon the occurrence and during the continuance of any Event of Default, to assert or retain any rights under any license agreement for any of the Trademark Patent Collateral, including any rights of Debtor arising under Section 365(n) of the Bankruptcy Code, and (C) upon the occurrence and during the continuance of any Event of Default, to execute any and all applications, documents, papers and instruments for Collateral Agent to use the Trademark Patent Collateral, to grant or issue any exclusive or non-exclusive license with respect to any Trademark Patent Collateral, and to assign, convey or otherwise transfer title in or dispose of the Trademark Patent Collateral. The power of attorney set forth in this SECTION Section 3, being coupled with an interest, is irrevocable so long as this Agreement shall not have terminated in accordance with SECTION 18; PROVIDED that the foregoing power of attorney Section 16. Nothing herein shall terminate when all of the Secured Obligations have been fully and finally paid and performed in full be construed as requiring Debtor to maintain any Patent such as by paying maintenance fees, undertaking any patent prosecution action, or the Defeasance thereof shall have been consummatedotherwise if such Patent is not being used by Debtor.

Further Assurances; Appointment of Collateral Agent as Attorney-in-Fact. Debtor The Grantor at its expense shall execute and deliver, or cause to be executed and delivered, to the Collateral Agent any and all documents and instruments, in form and substance reasonably satisfactory to the Collateral AgentAgent (upon instruction of the Instructing Group), and take any and all action, which the Collateral Agent (upon instruction of the Instructing Group) may reasonably request from time to time, to perfect and continue the perfection or to perfected, maintain the priority of, of or provide notice of the security interest of the Collateral Agent in the Trademark Intellectual Property Collateral held by Collateral Agent for the benefit of Collateral Agent, the Noteholders and the Trustee and to accomplish the purposes of this Agreement. If Debtor refuses to execute and deliver, or fails timely to execute and deliver, any of the documents it is requested to execute and deliver by Collateral Agent in accordance with the foregoing, The Collateral Agent shall have the right, in the name of Debtorthe Grantor, or in the name of the Collateral Agent or any of the Credit Parties or otherwise, without upon notice to or but without the requirement of assent by Debtorthe Grantor, and Debtor the Grantor hereby irrevocably constitutes and appoints the Collateral Agent (and any of the Collateral Agent's officers or employees or agents designated by the Collateral Agent) as Debtorthe Grantor's true and lawful attorney-in-fact with full power and authority, subject to the terms of the Intercreditor Agreement, to: (i) to sign any financing statements and any other documents and instruments which the name of Debtor on all or any of such documents or instruments and perform all other acts that Collateral Agent reasonably (upon instruction of the Instructing Group) deems necessary in order or advisable to perfect or continue the perfection ofperfected, maintain the priority or enforceability of or provide notice of the Collateral Agent's security interest in the Trademark Collateral held by Collateral Agent for the benefit of Collateral Agent, the Noteholders and the Trustee, and Intellectual Property; (ii) to assert, adjust, sue xxx, compromise or release any claims under any policies of insurance; and (iii) execute any and all such other documents and instruments, and to perform do any and all acts and things for and on behalf of Debtorthe Grantor, which the Collateral Agent (upon instruction of the Instructing Group) may reasonably deem necessary or advisable to maintain, protect, realize upon and preserve the Intellectual Property and protect the Trademark Collateral Agent's security interest therein and to accomplish the purposes of this Agreement, including (A) to defend, settle, adjust or institute any action, suit or proceeding with respect to the Trademark CollateralIntellectual Property, (B) to assert or retain any rights under any license agreement for any of the Trademark CollateralIntellectual Property, including without limitation any rights of the Grantor arising under Section 365(n) of the Bankruptcy Code, and (C) to execute any and all applications, documents, papers and instruments for the Collateral Agent to use the Trademark CollateralIntellectual Property, to grant or issue any exclusive or non-exclusive license or sub-license with respect to any Trademark Collateral, Intellectual Property and to assign, convey or otherwise transfer title in or dispose of the Trademark CollateralIntellectual Property; provided, however, that the Collateral Agent agrees that, except upon and during the continuance of an Event of Default, it shall not exercise the power of attorney pursuant to clauses (ii) and (iii). The power of attorney set forth in this SECTION Section 3, being coupled with an interest, is irrevocable so long as this Agreement shall not have terminated in accordance with SECTION 18; PROVIDED that the foregoing power of attorney shall terminate when all of the Secured Obligations have been fully and finally paid and performed in full or the Defeasance thereof shall have been consummatedterminated.