Common use of Ownership of Manager-Developed IP Clause in Contracts

Ownership of Manager-Developed IP. (i) The Manager acknowledges and agrees that all Securitization IP, including any Manager-Developed IP arising during the Term, shall, as between the parties, be owned by and inure exclusively to the applicable Franchise Entity (with Securitization IP relating to the IHOP Brand being owned by the IHOP Franchise Holder and Securitization IP relating to the Applebee’s Brand being owned by the Applebee’s Franchise Holder (or, in each case, any applicable Additional IP Holder as the IHOP Franchise Holder or the Applebee’s Franchise Holder, as applicable, may designate in writing to the Manager). Any copyrightable material included in such Manager-Developed IP shall, to the fullest extent allowed by law, be considered a “work made for hire” as that term is defined in Section 101 of the U.S. Copyright Act of 1976, as amended, and owned by the applicable Franchise Entity. The Manager hereby irrevocably assigns and transfers, without further consideration, all right, title and interest in such Manager-Developed IP (and all goodwill connected with the use of and symbolized by Trademarks included therein) to the applicable Franchise Entity. Notwithstanding the foregoing, the Manager-Developed IP to be transferred to the applicable Franchise Entity shall include rights to use third party Intellectual Property only to the extent (but to the fullest extent) that such rights are assignable or sublicensable to the applicable Franchise Entity. All applications to register Manager-Developed IP shall be filed in the name of the applicable Franchise Entity. (ii) The Manager agrees to cooperate in good faith with each Franchise Entity for the purpose of securing and preserving the Franchise Entity’s rights in and to the applicable Manager-Developed IP, including executing any documents and taking any actions, at the Franchise Entity’s reasonable request, or as deemed necessary or advisable by the Manager, to confirm, file and record in any appropriate registry the Franchise Entity’s sole legal title in and to such Manager-Developed IP, it being acknowledged and agreed that any expenses in connection therewith shall be paid by the requesting Franchise Entity. The Manager hereby appoints each Franchise Entity as its attorney-in-fact authorized to execute such documents in the event that Manager fails to execute the same within twenty (20) days following the Franchise Entity’s written request to do so (it being understood that such appointment is a power coupled with an interest and therefore irrevocable) with full power of substitution and delegation.

Ownership of Manager-Developed IP. (i) The Manager acknowledges and agrees that all Securitization IP, including any Manager-Developed IP arising during the Term, shall, as between the parties, be owned by and inure exclusively to the applicable Franchise Entity (with Securitization IP relating to the IHOP Brand being owned by the IHOP Franchise Holder and Securitization IP relating to the Applebee’s Brand being owned by the Applebee’s Franchise Holder (or, in each case, any applicable Additional IP Holder as the IHOP Franchise Holder or the Applebee’s Franchise Holder, as applicable, may designate in writing to the Manager)Guarantor. Any copyrightable material included in such Manager-Developed IP shall, to the fullest extent allowed by law, be considered a “work made for hire” as that term is defined in Section 101 of the U.S. Copyright Act of 1976, as amended, and owned by the applicable Franchise EntityGuarantor. The Manager hereby irrevocably assigns and transfers, without further consideration, all right, title and interest in such Manager-Developed IP (and all goodwill connected with the use of and symbolized by Trademarks included therein) to the applicable Franchise EntityGuarantor. Notwithstanding the foregoing, the Manager-Developed IP to be transferred to the applicable Franchise Entity Guarantor shall include rights to use third party Intellectual Property only to the extent (but to the fullest extent) that such rights are assignable or sublicensable to the applicable Franchise EntityGuarantor. All applications to register Manager-Developed IP shall be filed in the name of the applicable Franchise EntityGuarantor. (ii) The Manager agrees to cooperate in good faith with each Franchise Entity Guarantor for the purpose of securing and preserving the Franchise EntityGuarantor’s rights in and to the applicable Manager-Developed IP, including executing any documents and taking any actions, at the Franchise EntityGuarantor’s reasonable request, or as deemed necessary or advisable by the Manager, to confirm, file and record in any appropriate registry the Franchise EntityGuarantor’s sole legal title in and to such Manager-Developed IP, it being acknowledged and agreed that any expenses in connection therewith shall be paid by the requesting Franchise EntityGuarantor. The Manager hereby appoints each Franchise Entity Guarantor as its attorney-in-fact authorized to execute such documents in the event that Manager fails to execute the same within twenty (20) days following the Franchise EntityGuarantor’s written request to do so (it being understood that such appointment is a power coupled with an interest and therefore irrevocable) with full power of substitution and delegation.

Ownership of Manager-Developed IP. (i) The Manager acknowledges and agrees that all Securitization IP, including any Manager-Developed IP arising during the Term, shall, as between the parties, be owned by and inure exclusively to the applicable Franchise Entity (with Securitization IP relating to the IHOP Brand being owned by the IHOP Franchise Holder and Securitization IP relating to the Applebee’s Brand being owned by the Applebee’s Franchise Holder (or, in each case, any applicable Additional IP Holder as the IHOP Franchise Holder or the Applebee’s Franchise Holder, as applicable, may designate in writing to the Manager). Any copyrightable material included in such Manager-Developed IP shall, to the fullest extent allowed by law, be considered a “work made for hire” as that term is defined in Section 101 of the U.S. Copyright Act of 1976, as amended, and owned by the applicable Franchise EntityIP Holder. The Manager hereby irrevocably assigns and transfers, without further consideration, all right, title and interest in such Manager-Developed IP (and all goodwill connected with the use of and symbolized by Trademarks included therein) to the applicable Franchise EntityIP Holder. Notwithstanding the foregoing, the Manager-Developed IP to be transferred to the applicable Franchise Entity IP Holder shall include rights to use third third-party Intellectual Property only to the extent (but to the fullest extent) that such rights are assignable or sublicensable to the applicable Franchise EntityIP Holder. All applications to register Manager-Developed IP shall be filed in the name of the applicable Franchise Entity. (ii) IP Holder. The Manager agrees to cooperate in good faith with each Franchise Entity IP Holder for the purpose of securing and preserving the Franchise EntityIP Holder’s rights in and to the applicable Manager-Developed IP, including executing any documents and taking any actions, at the Franchise EntityIP Holder’s reasonable request, or as deemed necessary or advisable by the Manager, to confirm, file and record in any appropriate registry the Franchise EntityIP Holder’s sole legal title in and to such Manager-Developed IP, it being acknowledged and agreed that any expenses in connection therewith shall be paid by the requesting Franchise EntityIP Holder. The Manager hereby appoints each Franchise Entity IP Holder as its attorney-in-fact authorized to execute such documents in the event that Manager fails to execute the same within twenty (20) days following the Franchise EntityIP Holder’s written request to do so (it being understood that such appointment is a power coupled with an interest and therefore irrevocable) with full power of substitution and delegation.

Ownership of Manager-Developed IP. (i) The Manager acknowledges and agrees that all Securitization IP, including any Manager-Developed IP arising during the Term, shall, as between the parties, be owned by and inure exclusively to the applicable Franchise Entity (with Securitization IP relating to the IHOP Brand being owned by the IHOP Franchise Holder and Securitization IP relating to the Applebee’s Brand being owned by the Applebee’s Franchise Holder (or, in each case, any applicable Additional IP Holder as the IHOP Franchise Holder or the Applebee’s Franchise Holder, as applicable, may designate in writing to the Manager)Entity. Any copyrightable material included in such Manager-Developed IP shall, to the fullest extent allowed by law, be considered a “work made for hire” as that term is defined in Section 101 of the U.S. Copyright Act of 1976, as amended, and owned by the applicable Franchise Entity. The Manager hereby irrevocably assigns and transfers, without further consideration, all right, title and interest in such Manager-Developed IP (and all goodwill connected with the use of and symbolized by Trademarks included therein) to the applicable Franchise Entity. Notwithstanding the foregoing, the Manager-Developed IP to be transferred to the applicable Franchise Entity shall include rights to use third party Intellectual Property only to the extent (but to the fullest extent) that such rights are assignable or sublicensable to the applicable Franchise Entity. All applications to register Manager-Developed IP shall be filed in the name of the applicable Franchise Entity. (ii) The Manager agrees to cooperate in good faith with each Franchise Entity for the purpose of securing and preserving the Franchise Entity’s rights in and to the applicable Manager-Developed IP, including executing any documents and taking any actions, at the Franchise Entity’s reasonable request, or as deemed necessary or advisable by the Manager, to confirm, file and record in any appropriate registry the Franchise Entity’s sole legal title in and to such Manager-Developed IP, it being acknowledged and agreed that any expenses in connection therewith shall be paid by the requesting Franchise Entity. The Manager hereby appoints each Franchise Entity as its attorney-in-fact authorized to execute such documents in the event that Manager fails to execute the same within twenty (20) days following the Franchise Entity’s written request to do so (it being understood that such appointment is a power coupled with an interest and therefore irrevocable) with full power of substitution and delegation.

Ownership of Manager-Developed IP. (i) The Manager acknowledges and agrees that that, subject to and in accordance with the IP License Agreements, all Securitization IP, including any Manager-Developed IP arising during the Term, shall, as between the parties, be owned by and inure exclusively to the applicable Franchise SPV Franchising Entity (with Securitization IP relating to the IHOP CARSTAR Brand being owned by CARSTAR Franchisor; Securitization IP relating to the Maaco Brand being owned by the IHOP Franchise Holder Maaco Franchisor; Securitization IP relating to the Meineke Brand being owned by the Meineke Franchisor; Securitization IP relating to the Pro Oil Brand being owned by Canadian Take 5; Securitization IP relating to the Take 5 Brand being owned by Take 5 Franchisor; Securitization IP relating to the Go Glass Brand being owned by Go Glass Franchisor; and Securitization IP relating to the Applebee’s Star Auto Glass Brand being owned by the Applebee’s Franchise Holder (or, Star Auto Glass Franchisor; in each case, any applicable Additional IP Holder case as the IHOP Franchise Holder or the Applebee’s Franchise Holder, as applicable, may designate in writing licensed pursuant to the Managerapplicable IP License Agreements, including the Canadian IP License Agreements). Any copyrightable material included in such Manager-Developed IP shall, to the fullest extent allowed by law, be considered a “work made for hire” as that term is defined in Section 101 of the U.S. Copyright Act of 1976, as amended, and owned by the applicable Franchise SPV Franchising Entity. The Manager hereby irrevocably assigns and transfers, without further consideration, all right, title and interest in and to such Manager-Developed IP (and all goodwill connected with the use of and symbolized by Trademarks included therein) to the applicable Franchise SPV Franchising Entity. Notwithstanding the foregoing, the Manager-Developed IP to be transferred to the applicable Franchise SPV Franchising Entity shall include rights to use third party Intellectual Property only to the extent (but to the fullest extent) that such rights are assignable or sublicensable to the applicable Franchise SPV Franchising Entity. All applications to register Manager-Developed IP shall be filed in the name of the applicable Franchise SPV Franchising Entity. (ii) The Manager agrees to cooperate in good faith with each Franchise Canadian SPV Franchising Entity for the purpose of securing and preserving the Franchise Entity’s SPV Franchising Entities’ respective rights in and to the applicable Manager-Developed IP, including executing any documents and taking any actions, at the Franchise Canadian SPV Franchising Entity’s reasonable request, or as deemed necessary or advisable by the Manager, to confirm, file and record in any appropriate registry the Franchise applicable SPV Franchising Entity’s sole legal title in and to such Manager-Developed IP, it being acknowledged and agreed that any expenses in connection therewith shall be paid by the requesting Franchise Canadian SPV Franchising Entity. The Manager hereby appoints each Franchise Canadian SPV Franchising Entity as its attorney-in-fact authorized to execute such documents in the event that Manager fails to execute the same within twenty (20) days following the Franchise Canadian SPV Franchising Entity’s written request to do so (it being understood that such appointment is a power coupled with an interest and therefore irrevocable) with full power of substitution and delegation.

Ownership of Manager-Developed IP. (i) The Manager acknowledges and agrees that all Securitization IP, including any Manager-Developed IP arising during the Term, shall, as between the parties, be owned by and inure exclusively to the applicable Franchise SPV Franchising Entity (with Securitization IP relating to the IHOP 1-800-Radiator Brand being owned by the IHOP Franchise Holder 1-800-Radiator Franchisor; Securitization IP relating to the Drive N Style Brand being owned by the Drive N Style Franchisor; Securitization IP relating to the Econo Lube Brand being owned by the Econo Lube Franchisor; Securitization IP relating to the Maaco Brand being owned by the Maaco Franchisor; Securitization IP relating to the Meineke Brand being owned by the Meineke Franchisor; Securitization IP relating to the Merlin Brand being owned by the Merlin Franchisor; Securitization IP relating to the Pro Oil Brand being owned by the Franchisor Holdco; Securitization IP relating to the CARSTAR Brand being owned by the CARSTAR Franchisor; and Securitization IP relating to the Applebee’s Take 5 Brand being owned by the Applebee’s Franchise Holder (or, Take 5 Franchisor; in each case, any applicable Additional IP Holder case as the IHOP Franchise Holder or the Applebee’s Franchise Holder, as applicable, may designate in writing licensed pursuant to the ManagerIP License Agreements). Any copyrightable material included in such Manager-Developed IP shall, to the fullest extent allowed by law, be considered a “work made for hire” as that term is defined in Section 101 of the U.S. Copyright Act of 1976, as amended, and owned by the applicable Franchise SPV Franchising Entity. The Manager hereby irrevocably assigns and transfers, without further consideration, all right, title and interest in and to such Manager-Developed IP (and all goodwill connected with the use of and symbolized by Trademarks included therein) to the applicable Franchise SPV Franchising Entity. Notwithstanding the foregoing, the Manager-Developed IP to be transferred to the applicable Franchise SPV Franchising Entity shall include rights to use third party Intellectual Property only to the extent (but to the fullest extent) that such rights are assignable or sublicensable to the applicable Franchise SPV Franchising Entity. All applications to register Manager-Developed IP shall be filed in the name of the applicable Franchise SPV Franchising Entity. (ii) The Manager agrees to cooperate in good faith with each Franchise SPV Franchising Entity for the purpose of securing and preserving the Franchise SPV Franchising Entity’s rights in and to the applicable Manager-Developed IP, including executing any documents and taking any actions, at the Franchise SPV Franchising Entity’s reasonable request, or as deemed necessary or advisable by the Manager, to confirm, file and record in any appropriate registry the Franchise SPV Franchising Entity’s sole legal title in and to such Manager-Developed IP, it being acknowledged and agreed that any expenses in connection therewith shall be paid by the requesting Franchise SPV Franchising Entity. The Manager hereby appoints each Franchise SPV Franchising Entity as its attorney-in-fact authorized to execute such documents in the event that Manager fails to execute the same within twenty (20) days following the Franchise SPV Franchising Entity’s written request to do so (it being understood that such appointment is a power coupled with an interest and therefore irrevocable) with full power of substitution and delegation.

Ownership of Manager-Developed IP. (i) The Manager acknowledges and agrees that all Securitization IP, including any Manager-Developed IP arising during the Term, shall, as between the parties, be owned by and inure exclusively to the applicable Franchise SPV Franchising Entity (with Securitization IP relating to the IHOP 1-800-Radiator Brand being owned by the IHOP Franchise Holder 1-800-Radiator Franchisor; Securitization IP relating to the Drive N Style Brand being owned by the Drive N Style Franchisor; Securitization IP relating to the Econo Lube Brand being owned by the Econo Lube Franchisor; Securitization IP relating to the Maaco Brand being owned by the Maaco Franchisor; Securitization IP relating to the Meineke Brand being owned by the Meineke Franchisor; Securitization IP relating to the Merlin Brand being owned by the Merlin Franchisor; Securitization IP relating to the CARSTAR Brand being owned by the CARSTAR Franchisor; Securitization IP relating to the Take 5 Brand being owned by the Take 5 Franchisor; Securitization IP relating to the ABRA Brand being owned by the ABRA Franchisor; and Securitization IP relating to the Applebee’s Fix Auto Brand being owned by the Applebee’s Franchise Holder (or, FUSA Franchisor; in each case, any applicable Additional IP Holder case as the IHOP Franchise Holder or the Applebee’s Franchise Holder, as applicable, may designate in writing licensed pursuant to the ManagerIP License Agreements). Any copyrightable material included in such Manager-Developed IP shall, to the fullest extent allowed by law, be considered a “work made for hire” as that term is defined in Section 101 of the U.S. Copyright Act of 1976, as amended, and owned by the applicable Franchise SPV Franchising Entity. The Manager hereby irrevocably assigns and transfers, without further consideration, all right, title and interest in and to such Manager-Developed IP (and all goodwill connected with the use of and symbolized by Trademarks included therein) to the applicable Franchise SPV Franchising Entity. Notwithstanding the foregoing, the Manager-Developed IP to be transferred to the applicable Franchise SPV Franchising Entity shall include rights to use third party Intellectual Property only to the extent (but to the fullest extent) that such rights are assignable or sublicensable to the applicable Franchise SPV Franchising Entity. All applications to register Manager-Developed IP shall be filed in the name of the applicable Franchise SPV Franchising Entity. (ii) The Manager agrees to cooperate in good faith with each Franchise SPV Franchising Entity for the purpose of securing and preserving the Franchise SPV Franchising Entity’s rights in and to the applicable Manager-Developed IP, including executing any documents and taking any actions, at the Franchise SPV Franchising Entity’s reasonable request, or as deemed necessary or advisable by the Manager, to confirm, file and record in any appropriate registry the Franchise SPV Franchising Entity’s sole legal title in and to such Manager-Developed IP, it being acknowledged and agreed that any expenses in connection therewith shall be paid by the requesting Franchise SPV Franchising Entity. The Manager hereby appoints each Franchise SPV Franchising Entity as its attorney-in-fact authorized to execute such documents in the event that Manager fails to execute the same within twenty (20) days following the Franchise SPV Franchising Entity’s written request to do so (it being understood that such appointment is a power coupled with an interest and therefore irrevocable) with full power of substitution and delegation.

Ownership of Manager-Developed IP. (i) The Manager acknowledges and agrees that all Securitization IP, including any Manager-Developed Manager‑Developed IP arising during the Term, shall, as between the parties, be owned by and inure exclusively to the applicable Franchise Entity (with Securitization IP relating to the IHOP Brand being owned by the IHOP Franchise Holder and Securitization IP relating to the Applebee’s Brand being owned by the Applebee’s Franchise Holder (or, in each case, any applicable Additional IP Holder as the IHOP Franchise Holder or the Applebee’s Franchise Holder, as applicable, may designate in writing to the Manager)Franchisor. Any copyrightable material included in such Manager-Developed Manager‑Developed IP shall, to the fullest extent allowed by law, be considered a “work made for hire” as that term is defined in under applicable copyright law (including within the meaning of Section 101 of the U.S. Copyright Act of 1976, as amended, ) and owned by the applicable Franchise EntityFranchisor. The Manager hereby irrevocably assigns and transfers, without further consideration, all right, title and interest in such Manager-Developed and to all Manager‑Developed IP (and all goodwill connected with the use of and symbolized by Trademarks included therein) to the applicable Franchise EntityFranchisor. Notwithstanding the foregoing, the Manager-Developed Manager‑Developed IP to be transferred to the applicable Franchise Entity Franchisor shall include rights to use third party Intellectual Property only to the extent (but to the fullest extent) that such rights are assignable or sublicensable to the applicable Franchise EntityFranchisor. All applications to register Manager-Developed Manager‑Developed IP shall be filed in the name of the applicable Franchise EntityFranchisor. (ii) The Manager agrees to cooperate in good faith with each Franchise Entity the Franchisor for the purpose of securing and preserving the Franchise EntityFranchisor’s rights in and to the applicable Manager-Developed Manager‑Developed IP, including executing any documents and taking any actions, at the Franchise EntityFranchisor’s reasonable request, or as deemed necessary or advisable by the Manager, to confirm, file and record in any appropriate registry the Franchise EntityFranchisor’s sole legal title in and to such Manager-Developed IPManager‑Developed IP (as described in Section 2.1(c)(i)), it being acknowledged and agreed that any expenses in connection therewith shall be paid by the requesting Franchise EntityFranchisor. The Manager hereby appoints each Franchise Entity the Franchisor (with respect to the Securitization IP) as its attorney-in-fact attorney‑in‑fact authorized to execute such documents in the event that Manager fails to execute the same within twenty (20) days following the Franchise EntityFranchisor’s written request to do so (it being understood that such appointment is a power coupled with an interest and therefore irrevocable) with full power of substitution and delegation.

Ownership of Manager-Developed IP. (i) The Manager acknowledges and agrees that all Securitization IP, including any Manager-Developed IP arising during the Term, shall, as between the parties, be owned by and inure exclusively to the applicable Franchise Entity (with Securitization IP relating to the IHOP Brand being owned by the IHOP Franchise Holder and Securitization IP relating to the Applebee’s Brand being owned by the Applebee’s Franchise Holder (or, in each case, any applicable Additional IP Holder as the IHOP Franchise Holder or the Applebee’s Franchise Holder, as applicable, may designate in writing to the Manager)Wingstop Franchisor. Any copyrightable material included in such Manager-Developed IP shall, to the fullest extent allowed by law, be considered a “work made for hire” as that term is defined in Section 101 of the U.S. Copyright Act of 1976, as amended, and owned by the applicable Franchise EntityWingstop Franchisor. The Manager hereby irrevocably assigns and transfers, without further consideration, all right, title and interest in such Manager-Developed IP (and all goodwill connected with the use of and symbolized by Trademarks included therein) to the applicable Franchise EntityWingstop Franchisor. Notwithstanding the foregoing, the Manager-Developed IP to be transferred to the applicable Franchise Entity Wingstop Franchisor shall include rights to use third third-party Intellectual Property only to the extent (but to the fullest extent) that such rights are assignable or sublicensable to the applicable Franchise EntityWingstop Franchisor. All applications to register Manager-Manager- Developed IP shall be filed in the name of the applicable Franchise EntityWingstop Franchisor. (ii) The Manager agrees to cooperate in good faith with each Franchise Entity Wingstop Franchisor for the purpose of securing and preserving the Franchise EntityWingstop Franchisor’s rights in and to the applicable Manager-Developed IP, including executing any documents and taking any actions, at the Franchise EntityWingstop Franchisor’s reasonable request, or as deemed necessary or advisable by the Manager, to confirm, file and record in any appropriate registry the Franchise EntityWingstop Franchisor’s sole legal title in and to such Manager-Developed IP, it being acknowledged and agreed that any expenses in connection therewith shall be paid by the requesting Franchise EntityWingstop Franchisor. The Manager hereby appoints each Franchise Entity Wingstop Franchisor as its attorney-in-fact authorized to execute such documents in the event that Manager fails to execute the same within twenty (20) days following the Franchise EntityWingstop Xxxxxxxxxx’s written request to do so (it being understood that such appointment is a power coupled with an interest and therefore irrevocable) with full power of substitution and delegation.

Ownership of Manager-Developed IP. (i) The Manager acknowledges and agrees that all Securitization IP, including any Manager-Developed IP arising during the Term, shall, as between the parties, be owned by and inure exclusively to the applicable Franchise Entity (with Securitization IP relating to the IHOP Brand being owned by the IHOP Franchise Holder and Securitization IP relating to the Applebee’s Brand being owned by the Applebee’s Franchise Holder (or, in each case, any applicable Additional IP Holder as the IHOP Franchise Holder or the Applebee’s Franchise Holder, as applicable, may designate in writing to the Manager)). Any copyrightable material included in such Manager-Developed IP shall, to the fullest extent allowed by law, be considered a “work made for hire” as that term is defined in Section 101 of the U.S. Copyright Act of 1976, as amended, and owned by the applicable Franchise Entity. The Manager hereby irrevocably assigns and transfers, without further consideration, all right, title and interest in such Manager-Developed IP (and all goodwill connected with the use of and symbolized by Trademarks included therein) to the applicable Franchise Entity. Notwithstanding the foregoing, the Manager-Developed IP to be transferred to the applicable Franchise Entity shall include rights to use third party Intellectual Property only to the extent (but to the fullest extent) that such rights are assignable or sublicensable to the applicable Franchise Entity. All applications to register Manager-Developed IP shall be filed in the name of the applicable Franchise Entity. (ii) The Manager agrees to cooperate in good faith with each Franchise Entity for the purpose of securing and preserving the Franchise Entity’s rights in and to the applicable Manager-Developed IP, including executing any documents and taking any actions, at the Franchise Entity’s reasonable request, or as deemed necessary or advisable by the Manager, to confirm, file and record in any appropriate registry the Franchise Entity’s sole legal title in and to such Manager-Developed IP, it being acknowledged and agreed that any expenses in connection therewith shall be paid by the requesting Franchise Entity. The Manager hereby appoints each Franchise Entity as its attorney-in-fact authorized to execute such documents in the event that Manager fails to execute the same within twenty (20) days following the Franchise Entity’s written request to do so (it being understood that such appointment is a power coupled with an interest and therefore irrevocable) with full power of substitution and delegation.