Common use of Power of Attorney; Further Assurances Clause in Contracts

Power of Attorney; Further Assurances. (a) Each Debtor authorizes the Agent (as defined below) , and does hereby make, constitute and appoint the Agent (as defined below) and its officers, agents, successors or assigns with full power of substitution, as such Debtor’s true and lawful attorney-in-fact, with power, in the name of the Agent (as defined below) or such Debtor, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any note, checks, drafts, money orders or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Agent (as defined below); (ii) to sign and endorse any financing statement pursuant to the UCC or any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and xxx for monies due in respect of the Collateral; (v) to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generally, at the option of the Agent (as defined below), and at the expense of the Debtors, at any time, or from time to time, to execute and deliver any and all documents and instruments and to do all acts and things which the Agent (as defined below) deems necessary to protect, preserve and realize upon the Collateral and the Security Interests granted therein in order to effect the intent of this Agreement and the Note all as fully and effectually as the Debtors might or could do; and each Debtor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding. The designation set forth herein shall be deemed to amend and supersede any inconsistent provision in the Organizational Documents or other documents or agreements to which any Debtor is subject or to which any Debtor is a party. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, each Secured Party is specifically authorized to execute and file any applications for or instruments of transfer and assignment of any patents, trademarks, copyrights or other Intellectual Property with the United States Patent and Trademark Office and the United States Copyright Office.

Power of Attorney; Further Assurances. (a) Each Debtor The Obligor authorizes each of the Agent (as defined below) Secured Parties, and does hereby make, constitute and appoint the Agent (as defined below) it, and its respective officers, agents, successors or assigns with full power of substitution, as such Debtorthe Obligor’s true and lawful attorney-in-fact, with power, in its own name or in the name of the Agent (as defined below) or such DebtorObligor, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notenotes, checks, drafts, money orders orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Agent (as defined below)such Secured Party; (ii) to sign and endorse any UCC financing statement pursuant to the UCC or any invoice, freight or express xxxxbill, xxxx bill of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests interests, or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle settle, and xxx sue for monies due in respect of the Collateral; and (v) generally, to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generallydo, at the option of the Agent (as defined below)such Secured Party, and at the expense of the DebtorsObligor’s expense, at any time, or from time to time, to execute and deliver any and all documents and instruments and to do all acts and things which the Agent (as defined below) such Secured Party deems necessary to protect, preserve preserve, and realize upon the Collateral and the Security Interests Interest granted therein in order to effect the intent of this Agreement Agreement, the Notes, and the Note Transaction Documents all as fully and effectually as the Debtors Obligor might or could do; and each Debtor the Obligor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding. The designation set forth herein shall be deemed to amend and supersede any inconsistent provision in the Organizational Documents or other documents or agreements to which any Debtor is subject or to which any Debtor is a party. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, each Secured Party is specifically authorized to execute and file any applications for or instruments of transfer and assignment of any patents, trademarks, copyrights or other Intellectual Property with the United States Patent and Trademark Office and the United States Copyright Office.

Power of Attorney; Further Assurances. (a) Each Debtor 15.1 The Company authorizes the Agent (as defined below) Secured Party, and does hereby make, constitute and appoint the Agent (as defined below) Secured Party and its officers, agents, successors or assigns with full power of substitution, as such Debtorthe Company’s true and lawful attorney-in-fact, with power, in the name of the Agent (as defined below) Secured Party or such Debtorthe Company, to, after the occurrence and (unless the Event of Default has been waived by the Secured Party) or during the continuance of an Event of Default, (i) endorse any note, checks, drafts, money orders or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Agent (as defined below); Secured Party, (ii) to sign and endorse any financing statement pursuant to the UCC or any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and xxx for monies due in respect of the Collateral; (v) to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generally, at the option of the Agent (as defined below)Secured Party, and at the expense of the DebtorsCompany, at any time, or from time to time, to execute and deliver any and all documents and instruments and to do all acts and things which the Agent (as defined below) Secured Party, upon the advice of its counsel, deems necessary to protect, preserve and realize upon the Collateral and the Security Interests granted therein in order to effect the intent of this Agreement and the Note all as fully and effectually as the Debtors Company might or could do; and each Debtor the Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding. The designation set forth herein shall be deemed to amend and supersede any inconsistent provision in the Organizational Documents or other documents or agreements to which any Debtor the Company is subject or to which any Debtor the Company is a party. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, each the Secured Party is specifically authorized to execute and file any applications for or instruments of transfer and assignment of any patents, trademarks, copyrights or other Intellectual Property with the United States Patent and Trademark Office and the United States Copyright Office.

Power of Attorney; Further Assurances. (a) Each Upon the occurrence of an Event of Default under the Note, the Debtor authorizes the Agent (as defined below) Secured Party, and does hereby make, constitute and appoint the Agent (as defined below) Secured Party and its officers, agents, successors or assigns with full power of substitution, as such the Debtor’s true and lawful attorney-in-fact, with power, in the name of the Agent (as defined below) Secured Party or such the Debtor, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any note, checks, drafts, money orders or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Agent (as defined below)Secured Party; (ii) to sign and endorse any financing statement pursuant to the UCC or any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipts, drafts against debtorsDebtor, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and xxx for monies due in respect of the Collateral; (v) to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generally, at the option of the Agent (as defined below)Secured Party, and at the expense of the DebtorsDebtor, at any time, or from time to time, to execute and deliver any and all documents and instruments and to do all acts and things which the Agent (as defined below) Secured Party deems necessary to protect, preserve and realize upon the Collateral and the Security Interests granted therein in order to effect the intent of this Agreement and the Note all as fully and effectually as the Debtors Debtor might or could do; and each the Debtor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding. The designation set forth herein shall be deemed to amend and supersede any inconsistent provision in the Organizational Documents or other documents or agreements to which any the Debtor is subject or to which any the Debtor is a party. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, each Secured Party is specifically authorized to execute and file any applications for or instruments of transfer and assignment of any patents, trademarks, copyrights or other Intellectual Property with the United States Patent and Trademark Office and the United States Copyright Office.

Power of Attorney; Further Assurances. (a) Each Debtor authorizes the Agent (as defined below) Secured Parties, and does hereby make, constitute and appoint the Agent (as defined below) Secured Parties and its their respective officers, agents, successors or assigns with full power of substitution, as such Debtor’s 's true and lawful attorney-in-fact, with power, in the name of the Agent (as defined below) various Secured Parties or such Debtor, subject to he other terms hereof, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any note, checks, drafts, money orders or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Agent (as defined below)Secured Parties; (ii) to sign and endorse any financing statement pursuant to the UCC or any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and xxx for monies due in respect of the Collateral; (v) to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generally, at the option of the Agent (as defined below)Secured Parties, and at the expense of the Debtors, at any time, or from time to time, to execute and deliver any and all documents and instruments and to do all acts and things which the Agent (as defined below) deems Secured Parties deem necessary to protect, preserve and realize upon the Collateral and the Security Interests Interest granted therein in order to effect the intent of this Agreement and the Note Debentures all as fully and effectually as the Debtors might or could do; and each Debtor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding. The designation set forth herein shall be deemed to amend and supersede any inconsistent provision in the Organizational Documents or other documents or agreements to which any Debtor is subject or to which any Debtor is a party. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, each Secured Party is specifically authorized to execute and file any applications for or instruments of transfer and assignment of any patents, trademarks, copyrights or other Intellectual Property with the United States Patent and Trademark Office and the United States Copyright Office.

Power of Attorney; Further Assurances. (a) Each Debtor The Obligor authorizes the Agent (as defined below) Secured Party, and does hereby make, constitute and appoint the Agent (as defined below) Secured Party, and its the Secured Party’s officers, agents, successors or assigns with full power of substitution, as such Debtorthe Obligor’s true and lawful attorney-in-fact, with power, in its own name or in the name of the Agent (as defined below) or such DebtorObligor, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notedebentures, checks, drafts, money orders orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Agent (as defined below)Secured Party; (ii) to sign and endorse any UCC financing statement pursuant to the UCC or any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and xxx for monies due in respect of the Collateral; and (v) generally, to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generallydo, at the option of the Agent (as defined below)Secured Party, and at the expense of the DebtorsObligor’s expense, at any time, or from time to time, to execute and deliver any and all documents and instruments and to do all acts and things which the Agent (as defined below) Secured Party deems necessary to protect, preserve and realize upon the Collateral and the Security Interests Interest granted therein in order to effect the intent of this Security Agreement and the Note Letter Agreement, all as fully and effectually as the Debtors Obligor might or could do; and each Debtor the Obligor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Security Agreement and thereafter as long as any of the Obligations shall be outstanding. The designation set forth herein shall be deemed to amend and supersede any inconsistent provision in the Organizational Documents or other documents or agreements to which any Debtor is subject or to which any Debtor is a party. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, each Secured Party is specifically authorized to execute and file any applications for or instruments of transfer and assignment of any patents, trademarks, copyrights or other Intellectual Property with the United States Patent and Trademark Office and the United States Copyright Office.

Power of Attorney; Further Assurances. (a) Each Debtor authorizes the Agent (as defined below) Secured Parties, and does hereby make, constitute and appoint the Agent (as defined below) Secured Parties and its their officers, agents, successors or assigns with full power of substitution, as such Debtor’s true and lawful attorney-in-fact, with power, in the name of the Agent (as defined below) Secured Parties or such Debtor, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any note, checks, drafts, money orders or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Agent (as defined below)Secured Parties; (ii) to sign and endorse any financing statement pursuant to the UCC or any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and xxx for monies due in respect of the Collateral; (v) to transfer any Intellectual Property that is part of the Collateral or provide licenses respecting any such Intellectual Property; and (vi) generally, at the option of the Agent (as defined below)Secured Parties, and at the expense of the Debtors, at any time, or from time to time, to execute and deliver any and all documents and instruments and to do all acts and things which the Agent (as defined below) Secured Parties deems necessary to protect, preserve and realize upon the Collateral and the Security Interests granted therein in order to effect the intent of this Agreement Agreement, the Certificate of Designations, and NACD Common Shares (or as applicable subsequent to the Note exchange pursuant to Section 2.5 of the Purchase Agreement, the Preferred Shares or the Notes), all as fully and effectually as the Debtors might or could do; and each Debtor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Secured Obligations shall be outstanding. The designation set forth herein shall be deemed to amend and supersede any inconsistent provision in the Organizational Documents or other documents or agreements to which any Debtor is subject or to which any Debtor is a party. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, each Secured Party is specifically authorized to execute and file any applications for or instruments of transfer and assignment of any patents, trademarks, copyrights or other Intellectual Property that is part of the Collateral with the United States Patent and Trademark Office and the United States Copyright Office.

Power of Attorney; Further Assurances. (a) Each Debtor The Borrower authorizes the Agent (as defined below) Secured Party, and does hereby make, constitute and appoint the Agent (as defined below) it, and its respective officers, agents, successors or assigns with full power of substitution, as such Debtorthe Borrower’s true and lawful attorney-in-fact, with power, in its own name or in the name of the Agent (as defined below) or such DebtorBorrower, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notenotes, checks, drafts, money orders orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Agent (as defined below)Secured Party; (ii) to sign and endorse any UCC financing statement pursuant to the UCC or any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liensLiens, security interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and xxx for monies due in respect of the Collateral; and (v) generally, to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generallydo, at the option of the Agent (as defined below)Secured Party, and at the expense of the DebtorsBorrower’s expense, at any time, or from time to time, to execute and deliver any and all documents and instruments and to do all acts and things which the Agent (as defined below) Secured Party deems reasonably necessary to protect, preserve and realize upon the Collateral and the Security Interests Interest granted therein in order to effect the intent of this Security Agreement, the Purchase Agreement, the Loan Agreement and the Note Loan, all as fully and effectually as the Debtors Borrower might or could do; and each Debtor the Borrower hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Security Agreement and thereafter as long as any of the Obligations shall be outstanding. The designation set forth herein shall be deemed to amend and supersede any inconsistent provision in the Organizational Documents or other documents or agreements to which any Debtor is subject or to which any Debtor is a party. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, each Secured Party is specifically authorized to execute and file any applications for or instruments of transfer and assignment of any patents, trademarks, copyrights or other Intellectual Property with the United States Patent and Trademark Office and the United States Copyright Office.

Power of Attorney; Further Assurances. (a) Each Subject to the terms of the Intercreditor Agreement (as defined in the Note), the Debtor authorizes the Agent (as defined below) Secured Party, and does hereby make, constitute and appoint the Agent (as defined below) Secured Party and its officers, agents, successors or assigns with full power of substitution, as such the Debtor’s true and lawful attorney-in-fact, with power, in the name of the Agent (as defined below) Secured Party or such the Debtor, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any note, checks, drafts, money orders or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Agent (as defined below)Secured Party; (ii) to sign and endorse any financing statement pursuant to the UCC or any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and xxx for monies due in respect of the Collateral; (v) to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generally, at the option of the Agent (as defined below)Secured Party, and at the expense of the DebtorsDebtor, at any time, or from time to time, to execute and deliver any and all documents and instruments and to do all acts and things which the Agent (as defined below) Secured Party deems necessary to protect, preserve and realize upon the Collateral and the Security Interests granted therein in order to effect the intent of this Agreement and the Note all as fully and effectually as the Debtors Debtor might or could do; and each the Debtor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding. The designation set forth herein shall be deemed to amend and supersede any inconsistent provision in the Organizational Documents or other documents or agreements to which any the Debtor is subject or to which any the Debtor is a party. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, each the Secured Party is specifically authorized to execute and file any applications for or instruments of transfer and assignment of any patents, trademarks, copyrights or other Intellectual Property with the United States Patent and Trademark Office and the United States Copyright Office.

Power of Attorney; Further Assurances. (a) Each Debtor authorizes the Agent (as defined below) Secured Parties, and does hereby make, constitute and appoint the Agent (as defined below) Secured Parties and its their respective officers, agents, successors or assigns with full power of substitution, as such Debtor’s 's true and lawful attorney-in-fact, with power, in the name of the Agent (as defined below) various Secured Parties or such Debtor, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any note, checks, drafts, money orders or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Agent (as defined below)Secured Parties; (ii) to sign and endorse any financing statement pursuant to the UCC or any invoice, freight or express xxxxbill, xxxx bill of lading, storage or warehouse receipts, drafts against agxxxxt debtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and xxx sue for monies due in respect of the Collateral; (v) to transfer traxxxer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generally, at the option of the Agent (as defined below)Secured Parties, and at the expense of the Debtors, at any time, or from time to time, to execute and deliver any and all documents and instruments and to do all acts and things which the Agent (as defined below) deems Secured Parties deem necessary to protect, preserve and realize upon the Collateral and the Security Interests Interest granted therein in order to effect the intent of this Agreement and the Note Debentures all as fully and effectually as the Debtors might or could do; and each Debtor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding. The designation set forth herein shall be deemed to amend and supersede any inconsistent provision in the Organizational Documents or other documents or agreements to which any Debtor is subject or to which any Debtor is a party. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, each Secured Party is specifically authorized to execute and file any applications for or instruments of transfer and assignment of any patents, trademarks, copyrights or other Intellectual Property with the United States Patent and Trademark Office and the United States Copyright Office.

Power of Attorney; Further Assurances. (a) Each Debtor authorizes the Agent (as defined below) Secured Party, and does hereby make, constitute and appoint the Agent (as defined below) Secured Party and its officers, agents, successors or assigns with full power of substitution, as such Debtor’s true and lawful attorney-in-fact, with power, in the name of the Agent (as defined below) Secured Party or such Debtor, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any note, checks, drafts, money orders or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Agent (as defined below)Secured Party; (ii) to sign and endorse any financing statement pursuant to the UCC or any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and xxx for monies due in respect of the Collateral; (v) to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generally, at the option of the Agent (as defined below)Secured Party, and at the expense of the Debtors, at any time, or from time to time, to execute and deliver any and all documents and instruments and to do all acts and things which the Agent (as defined below) Secured Party deems necessary to protect, preserve and realize upon the Collateral and the Security Interests granted therein in order to effect the intent of this Agreement and the Note Notes all as fully and effectually as the Debtors might or could do, including, without limitation, the filing, in its sole discretion, of one or more financing or continuation statements and amendments thereto, relative to any of the Collateral, which financing statements may (but need not) describe the Collateral as “all assets” or “all personal property” or words of like import; and each Debtor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding. The designation set forth herein shall be deemed to amend and supersede any inconsistent provision in the Organizational Documents or other documents or agreements to which any Debtor is subject or to which any Debtor is a party. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, each Secured Party is specifically authorized to execute and file any applications for or instruments of transfer and assignment of any patents, trademarks, copyrights or other Intellectual Property with the United States Patent and Trademark Office and the United States Copyright Office.

Power of Attorney; Further Assurances. (a) Each The Debtor authorizes the Agent (as defined below) Secured Parties, and does hereby make, constitute and appoint the Agent (as defined below) Secured Parties and its their respective officers, agents, successors or assigns with full power of substitution, as such Debtor’s 's true and lawful attorney-in-fact, with power, in the name of the Agent (as defined below) various Secured Parties or such Debtor, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any note, checks, drafts, money orders or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Agent (as defined below)Secured Parties; (ii) to sign and endorse any financing statement pursuant to the UCC or any invoice, freight or express xxxxbill, xxxx bill of lading, storage or warehouse receipts, drafts against debtorsaxxxxst xxxxors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and xxx sue for monies due in respect of the Collateral; (v) to transfer any anx Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generally, at the option of the Agent (as defined below)Secured Parties, and at the expense of the DebtorsDebtor, at any time, or from time to time, to execute and deliver any and all documents and instruments and to do all acts and things which the Agent (as defined below) deems Secured Parties deem necessary to protect, preserve and realize upon the Collateral and the Security Interests Interest granted therein in order to effect the intent of this Agreement and the Note Notes all as fully and effectually as the Debtors Debtor might or could do; and each the Debtor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding. The designation set forth herein shall be deemed to amend and supersede any inconsistent provision in the Organizational Documents or other documents or agreements to which any Debtor is subject or to which any Debtor is a party. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, each Secured Party is specifically authorized to execute and file any applications for or instruments of transfer and assignment of any patents, trademarks, copyrights or other Intellectual Property with the United States Patent and Trademark Office and the United States Copyright Office.

Power of Attorney; Further Assurances. (a) Each Debtor A. The Company authorizes the Agent (as defined below) Secured Party, and does hereby make, constitute and appoint the Agent (as defined below) it, and its respective officers, agents, successors or assigns with full power of substitution, as such Debtor’s the Company's true and lawful attorney-in-fact, with power, in its own name or in the name of the Agent (as defined below) or such DebtorCompany, to, after the occurrence and during the continuance of an Event of Default, : (i) endorse any notenotes, checks, drafts, money orders orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Agent (as defined below)Secured Party; (ii) at any time, to sign and endorse any UCC financing statement pursuant to the UCC or any invoice, freight or express xxxxbxxx, xxxx bxxx of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and xxx sxx for monies due in respect of the Collateral; and (v) generally, to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generallydo, at the option of the Agent (as defined below)Secured Party, and at the expense of the DebtorsCompany's expense, at any time, or from time to time, to execute and deliver any and all documents and instruments and to do all acts and things which the Agent (as defined below) Secured Party deems necessary to protect, preserve and realize upon the Collateral and the Security Interests Interest granted therein in order to effect the intent of this Agreement Agreement, the Promissory Notes and the Note any other agreements, all as fully and effectually as the Debtors Company might or could do; and each Debtor the Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding. The designation set forth herein shall be deemed to amend and supersede To the extent that the Obligations are now or hereafter secured by property other than the Collateral or by the guarantee, endorsement or property of any inconsistent provision in the Organizational Documents other person, firm, corporation or other documents entity, then the Secured Party shall have the right, in its sole discretion, to pursue, relinquish, subordinate, modify or agreements to which take any Debtor is subject other action with respect thereto, without in any way modifying or to which affecting any Debtor is a party. Without limiting the generality of the foregoingSecured Party’s rights and remedies hereunder. However, after no right or power of the occurrence and during the continuance of an Event of Default, each Secured Party is specifically authorized shall create any obligation or warranty or representation to execute and file any applications for or instruments the benefit of transfer and assignment of any patents, trademarks, copyrights or other Intellectual Property with the United States Patent and Trademark Office and the United States Copyright OfficeCompany.

Power of Attorney; Further Assurances. (a) Each Debtor The Company authorizes the Agent (as defined below) Secured Party, and does hereby make, constitute and appoint the Agent (as defined below) it, and its respective officers, agents, successors or assigns with full power of substitution, as such Debtor’s the Company's true and lawful attorney-in-fact, with power, in its own name or in the name of the Agent (as defined below) or such DebtorCompany, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notenotes, checks, drafts, money orders orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral Intellectual Property that may come into possession of the Agent (as defined below)Secured Party; (ii) to sign and endorse any UCC financing statement pursuant to the UCC or any invoice, freight or express xxxxbill, xxxx bill of lading, storage or warehouse receipts, drafts against debtorsdexxxxs, assignmentsxxxignments, verifications and notices in connection with accounts, and other documents relating to the CollateralIntellectual Property; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the CollateralIntellectual Property; (iv) to demand, collect, receipt for, compromise, settle and xxx sue for monies due in respect of the Collateral; (v) to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (viv) generallygexxxally, to do, at the option of the Agent (as defined below)Secured Party, and at the expense of the DebtorsCompany's expense, at any time, or from time to time, to execute and deliver any and all documents and instruments and to do all acts and things which the Agent (as defined below) Secured Party deems necessary to protect, preserve and realize upon the Collateral Intellectual Property and the Security Interests Interest granted therein in order to effect the intent of this Agreement Agreement, the Debentures and the Note Warrants, all as fully and effectually as the Debtors Company might or could do; and each Debtor the Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding. The designation set forth herein shall be deemed to amend and supersede any inconsistent provision in the Organizational Documents or other documents or agreements to which any Debtor is subject or to which any Debtor is a party. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, each Secured Party is specifically authorized to execute and file any applications for or instruments of transfer and assignment of any patents, trademarks, copyrights or other Intellectual Property with the United States Patent and Trademark Office and the United States Copyright Office.

Power of Attorney; Further Assurances. (a) Each Debtor authorizes the Agent (as defined below) Secured Party, and does hereby make, constitute and appoint the Agent (as defined below) Secured Party and its officers, agents, successors or assigns with full power of substitution, as such Debtor’s true and lawful attorney-in-fact, with power, in the name of the Agent (as defined below) Secured Party or such Debtor, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any note, checks, drafts, money orders or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Agent (as defined below)Secured Party; (ii) to sign and endorse any financing statement pursuant to the UCC or any invoice, freight or express xxxxbxxx, xxxx bxxx of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt forreceive, compromise, settle and xxx sxx for monies due in respect of the Collateral; (v) to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generally, at the option of the Agent (as defined below)Secured Party, and at the expense of the Debtors, at any time, or from time to time, to execute and deliver any and all documents and instruments and to do all acts and things which the Agent (as defined below) Secured Party deems necessary to protect, preserve and realize upon the Collateral and the Security Interests granted therein in order to effect the intent of this Agreement and Agreement, the Note and other Transaction Documents all as fully and effectually as the Debtors might or could do; and each Debtor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstandingAgreement. The designation set forth herein shall be deemed to amend and supersede any inconsistent provision in the Organizational Documents or other documents or agreements to which any Debtor is subject or to which any Debtor is a party. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, each the Secured Party is specifically authorized to execute and file any applications for or instruments of transfer and assignment of any patents, trademarks, copyrights or other Intellectual Property with the United States Patent and Trademark Office and the United States Copyright Office.

Power of Attorney; Further Assurances. (a) Each Debtor A. The Company authorizes the Agent (as defined below) Secured Party, and does hereby make, constitute and appoint the Agent (as defined below) it, and its respective officers, agents, successors or assigns with full power of substitution, as such Debtorthe Company’s true and lawful attorney-in-fact, with power, in its own name or in the name of the Agent (as defined below) or such DebtorCompany, to, after the occurrence and during the continuance of an Event of DefaultDefault that has not been cured in a timely manner, (i) endorse any notenotes, checks, drafts, money orders orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral Intellectual Property that may come into possession of the Agent (as defined below)Secured Party; (ii) to sign and endorse any UCC financing statement pursuant to the UCC or any invoice, freight or express xxxxbxxx, xxxx bxxx of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents relating to the CollateralIntellectual Property; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the CollateralIntellectual Property; (iv) to demand, collect, receipt for, compromise, settle and xxx sxx for monies due in respect of the Collateral; (v) to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (viv) generally, to do, at the option of the Agent (as defined below)Secured Party, and at the expense of the DebtorsCompany’s expense, at any time, or from time to time, to execute and deliver any and all documents and instruments and to do all acts and things which the Agent (as defined below) Secured Party deems necessary to protect, preserve and realize upon the Collateral Intellectual Property and the Security Interests Interest granted therein in order to effect the intent of this Agreement Agreement, the Notes and the Note Warrants, all as fully and effectually as the Debtors Company might or could do; and each Debtor the Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding. The designation set forth herein shall be deemed to amend and supersede any inconsistent provision in the Organizational Documents or other documents or agreements to which any Debtor is subject or to which any Debtor is a party. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, each Secured Party is specifically authorized to execute and file any applications for or instruments of transfer and assignment of any patents, trademarks, copyrights or other Intellectual Property with the United States Patent and Trademark Office and the United States Copyright Office.

Power of Attorney; Further Assurances. (a) Each Debtor 15.1 Subject to the satisfaction of any obligations under the Platinum Agreements, the Company authorizes the Agent (as defined below) Secured Party, and does hereby make, constitute and appoint the Agent (as defined below) Secured Party and its officers, agents, successors or assigns with full power of substitution, as such Debtorthe Company’s true and lawful attorney-in-fact, with power, in the name of the Agent (as defined below) Secured Party or such Debtorthe Company, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any note, checks, drafts, money orders or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Agent (as defined below)Secured Party; (ii) to sign and endorse any financing statement pursuant to the UCC or any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and xxx for monies due in respect of the Collateral; (v) to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generally, at the option of the Agent (as defined below)Secured Party, and at the expense of the DebtorsCompany, at any time, or from time to time, to execute and deliver any and all documents and instruments and to do all acts and things which the Agent (as defined below) Secured Party deems necessary to protect, preserve and realize upon the Collateral and the Security Interests granted therein in order to effect the intent of this Agreement and the Note all as fully and effectually as the Debtors Company might or could do; and each Debtor the Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding. The designation set forth herein shall be deemed to amend and supersede any inconsistent provision in the Organizational Documents or other documents or agreements to which any Debtor the Company is subject or to which any Debtor the Company is a party. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, each the Secured Party is specifically authorized to execute and file any applications for or instruments of transfer and assignment of any patents, trademarks, copyrights or other Intellectual Property with the United States Patent and Trademark Office and the United States Copyright Office.

Power of Attorney; Further Assurances. (a) Each Debtor authorizes the Agent (as defined below) Secured Party, and does hereby make, constitute and appoint the Agent (as defined below) Secured Party and its officers, agents, successors or assigns with full power of substitution, as such Debtor’s true and lawful attorney-in-fact, with power, in the name of the Agent (as defined below) Secured Party or such Debtor, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any note, checks, drafts, money orders or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Agent (as defined below)Secured Party; (ii) to sign and endorse any financing statement pursuant to the UCC or any invoice, freight or express xxxxbxxx, xxxx bxxx of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and xxx sxx for monies due in respect of the Collateral; (v) to transfer any Intellectual Property IP Collateral or provide licenses respecting any Intellectual PropertyIP Collateral; and (vi) generally, at the option of the Agent (as defined below)Secured Party, and at the expense of the Debtors, at any time, or from time to time, to execute and deliver any and all documents and instruments and to do all acts and things which the Agent (as defined below) Secured Party deems necessary to protect, preserve and realize upon the Collateral and the Security Interests granted therein in order to effect the intent of this Agreement and the Note Secured Notes all as fully and effectually as the Debtors might or could do; and each Debtor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding. The designation set forth herein shall be deemed to amend and supersede any inconsistent provision in the Organizational Documents or other documents or agreements to which any Debtor is subject or to which any Debtor is a party. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, each the Secured Party is specifically authorized to execute and file any applications for or instruments of transfer and assignment of any patents, trademarkstrademarks or copyrights included in the IP Collateral, copyrights or other Intellectual Property IP Collateral, with the United States Patent and Trademark Office and the United States Copyright Office.

Power of Attorney; Further Assurances. (a) Each Debtor authorizes the Agent (as defined below) Secured Parties, and does hereby make, constitute and appoint the Agent (as defined below) Secured Parties and its their respective officers, agents, successors or assigns with full power of substitution, as such Debtor’s 's true and lawful attorney-in-fact, with power, in the name of the Agent (as defined below) various Secured Parties or such Debtor, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any note, checks, drafts, money orders or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Agent (as defined below)Secured Parties; (ii) to sign and endorse any financing statement pursuant to the UCC or any invoice, freight or express xxxxbill, xxxx bill of lading, storage or warehouse receipts, drafts against debtorsaxxxxst xxxxors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and xxx sue for monies due in respect of the Collateral; (v) to transfer any anx Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generally, at the option of the Agent (as defined below)Secured Parties, and at the expense of the Debtors, at any time, or from time to time, to execute and deliver any and all documents and instruments and to do all acts and things which the Agent (as defined below) deems Secured Parties deem necessary to protect, preserve and realize upon the Collateral and the Security Interests Interest granted therein in order to effect the intent of this Agreement and the Note Debentures all as fully and effectually as the Debtors might or could do; and each Debtor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding. The designation set forth herein shall be deemed to amend and supersede any inconsistent provision in the Organizational Documents or other documents or agreements to which any Debtor is subject or to which any Debtor is a party. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, each Secured Party is specifically authorized to execute and file any applications for or instruments of transfer and assignment of any patents, trademarks, copyrights or other Intellectual Property with the United States Patent and Trademark Office and the United States Copyright Office.

Power of Attorney; Further Assurances. (a) Each Debtor The Company authorizes the Agent (as defined below) Secured Party, and does hereby make, constitute and appoint the Agent (as defined below) it, and its respective officers, agents, successors or assigns with full power of substitution, . as such Debtor’s the Company's true and lawful attorney-in-fact, with power, in its own name or in the name of the Agent (as defined below) or such DebtorCompany, to, after the occurrence and during the continuance of an Event of DefaultDefault that has not been cured as provided for herein and in other agreements related to this transaction as determined by a court of competent jurisdiction, (i) endorse any notenotes, checks, drafts, money orders orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral Intellectual Property that may come into possession of the Agent (as defined below); Secured Party: (ii) to sign and endorse any UCC financing statement pursuant to the UCC or any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents relating to the CollateralIntellectual Property; (iii) to pay or discharge taxes, . liens, security interests or other encumbrances at any time levied or placed on or threatened against the CollateralIntellectual Property; (iv) to demand, collect, receipt for, compromise, settle and xxx for monies due in respect of the Collateral; (v) to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (viv) generally, to do, at the option of the Agent (as defined below)Secured Party, and at the expense of the DebtorsCompany's expense, at any time, or from time to time, to execute and deliver any and all documents and instruments and to do all acts and things which the Agent (as defined below) Secured Party deems necessary to protect, preserve and realize upon the Collateral Intellectual Property and the Security Interests Interest granted therein in order to effect the intent of this Agreement and Agreement, the Note Notes, all as fully and effectually as the Debtors Company might or could do; and each Debtor the Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. hereof This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding. The designation set forth herein shall be deemed to amend and supersede any inconsistent provision in the Organizational Documents or other documents or agreements to which any Debtor is subject or to which any Debtor is a party. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, each Secured Party is specifically authorized to execute and file any applications for or instruments of transfer and assignment of any patents, trademarks, copyrights or other Intellectual Property with the United States Patent and Trademark Office and the United States Copyright Office.

Power of Attorney; Further Assurances. (a) Each Debtor The Obligor authorizes the Agent (as defined below) Secured Party, and does hereby make, constitute and appoint the Agent (as defined below) it, and its respective officers, agents, successors or assigns with full power of substitution, as such Debtorthe Obligor’s true and lawful attorney-in-fact, with power, in its own name or in the name of the Agent (as defined below) or such DebtorObligor, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notenotes, checks, drafts, money orders orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Agent (as defined below)such Secured Party; (ii) to sign and endorse any UCC financing statement pursuant to the UCC or any invoice, freight or express xxxxbill, xxxx bill of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests interests, or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle settle, and xxx sue for monies due in respect of the Collateral; and (v) generally, to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generallydo, at the option of the Agent (as defined below)such Secured Party, and at the expense of the DebtorsObligor’s expense, at any time, or from time to time, to execute and deliver any and all documents and instruments and to do all acts and things which the Agent (as defined below) such Secured Party deems necessary to protect, preserve preserve, and realize upon the Collateral and the Security Interests Interest granted therein in order to effect the intent of this Agreement Agreement, the Note, and the Note Transaction Documents all as fully and effectually as the Debtors Obligor might or could do; and each Debtor the Obligor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding. The designation set forth herein shall be deemed to amend and supersede any inconsistent provision in the Organizational Documents or other documents or agreements to which any Debtor is subject or to which any Debtor is a party. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, each Secured Party is specifically authorized to execute and file any applications for or instruments of transfer and assignment of any patents, trademarks, copyrights or other Intellectual Property with the United States Patent and Trademark Office and the United States Copyright Office.

Power of Attorney; Further Assurances. (a) Each Debtor The Company authorizes the Agent (as defined below) Secured Party, and does hereby make, constitute and appoint the Agent (as defined below) it, and its respective officers, agents, successors or assigns with full power of substitution, as such Debtorthe Company’s true and lawful attorney-in-fact, with power, in its own name or in the name of the Agent (as defined below) or such DebtorCompany, to, after the occurrence and during the continuance of an Event of DefaultDefault that has not been cured as provided for herein and in other agreements related to this transaction, (i) endorse any notenotes, checks, drafts, money orders orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral Intellectual Property that may come into possession of the Agent (as defined below)Secured Party; (ii) to sign and endorse any UCC financing statement pursuant to the UCC or any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents relating to the CollateralIntellectual Property; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the CollateralIntellectual Property; (iv) to demand, collect, receipt for, compromise, settle and xxx for monies due in respect of the Collateral; (v) to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (viv) generally, to do, at the option of the Agent (as defined below)Secured Party, and at the expense of the DebtorsCompany’s expense, at any time, or from time to time, to execute and deliver any and all documents and instruments and to do all acts and things which the Agent (as defined below) Secured Party deems necessary to protect, preserve and realize upon the Collateral Intellectual Property and the Security Interests Interest granted therein in order to effect the intent of this Agreement Agreement, the Notes and the Note Warrants, all as fully and effectually as the Debtors Company might or could do; and each Debtor the Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding. The designation set forth herein shall be deemed to amend and supersede any inconsistent provision in the Organizational Documents or other documents or agreements to which any Debtor is subject or to which any Debtor is a party. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, each Secured Party is specifically authorized to execute and file any applications for or instruments of transfer and assignment of any patents, trademarks, copyrights or other Intellectual Property with the United States Patent and Trademark Office and the United States Copyright Office.

Power of Attorney; Further Assurances. (a) Each Debtor The Obligor authorizes the Agent (as defined below) Secured Party, and does hereby make, constitute and appoint the Agent (as defined below) it, and its respective officers, agents, successors or assigns with full power of substitution, as such Debtoreach Obligor’s true and lawful attorney-in-fact, with power, in its own name or in the name of the Agent (as defined below) or such DebtorObligor, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notenotes, checks, drafts, money orders orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Agent (as defined below)Secured Party; (ii) to sign and endorse any UCC financing statement pursuant to the UCC or any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and xxx for monies due in respect of the Collateral; and (v) generally, to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generallydo, at the option of the Agent (as defined below)Secured Party, and at the expense of the DebtorsObligor’ expense, at any time, or from time to time, to execute and deliver any and all documents and instruments and to do all acts and things which the Agent (as defined below) Secured Party deems necessary to protect, preserve and realize upon the Collateral and the Security Interests Interest granted therein in order to effect the intent of this Agreement Agreement, the Notes and the Note Transaction Documents all as fully and effectually as the Debtors Obligor might or could do; and each Debtor Obligor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding. The designation set forth herein shall be deemed to amend and supersede any inconsistent provision in the Organizational Documents or other documents or agreements to which any Debtor is subject or to which any Debtor is a party. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, each Secured Party is specifically authorized to execute and file any applications for or instruments of transfer and assignment of any patents, trademarks, copyrights or other Intellectual Property with the United States Patent and Trademark Office and the United States Copyright Office.

Power of Attorney; Further Assurances. (a) Each Debtor The Company authorizes the Agent (as defined below) Secured Party, and does hereby make, constitute and appoint the Agent (as defined below) it, and its respective officers, agents, successors or assigns with full power of substitution, as such Debtorthe Company’s true and lawful attorney-in-fact, with power, in its own name or in the name of the Agent (as defined below) or such DebtorCompany, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notenotes, checks, drafts, money orders orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Agent (as defined below)Secured Party; (ii) to sign and endorse any UCC financing statement pursuant to the UCC or any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and xxx for monies due in respect of the Collateral; (v) and generally, to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generallydo, at the option of the Agent (as defined below)Secured Party, and at the expense of the DebtorsCompany’s expense, at any time, or from time to time, to execute and deliver any and all documents and instruments and to do all acts and things which the Agent (as defined below) Secured Party deems necessary to protect, preserve and realize upon the Collateral and the Security Interests Interest granted therein in order to effect the intent of this Agreement Agreement, the Note and the Note Warrants, all as fully and effectually as the Debtors Company might or could do; and each Debtor the Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding. The designation set forth herein shall be deemed to amend and supersede any inconsistent provision in the Organizational Documents or other documents or agreements to which any Debtor is subject or to which any Debtor is a party. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, each Secured Party is specifically authorized to execute and file any applications for or instruments of transfer and assignment of any patents, trademarks, copyrights or other Intellectual Property with the United States Patent and Trademark Office and the United States Copyright Office.

Power of Attorney; Further Assurances. (a) Each Subject to the rights of Wachovia under the Wachovia Agreement, each Debtor authorizes the Agent (as defined below) Secured Parties, and does hereby make, constitute and appoint the Agent (as defined below) Secured Parties and its their respective officers, agents, successors or assigns with full power of substitution, as such Debtor’s 's true and lawful attorney-in-fact, with power, in the name of the Agent (as defined below) various Secured Parties or such Debtor, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any note, checks, drafts, money orders or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Agent (as defined below)Secured Parties; (ii) to sign and endorse any financing statement pursuant to the UCC or any invoice, freight or express xxxxbill, xxxx bill of lading, storage or warehouse ox xxrexxxxe receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and xxx sue for monies due in respect rxxxect of the Collateral; (v) to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generally, at the option of the Agent (as defined below)Secured Parties, and at the expense of the Debtors, at any time, or from time to time, to execute and deliver any and all documents and instruments and to do all acts and things which the Agent (as defined below) deems Secured Parties deem necessary to protect, preserve and realize upon the Collateral and the Security Interests Interest granted therein in order to effect the intent of this Agreement and the Note Notes all as fully and effectually as the Debtors might or could do; and each Debtor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding. The designation set forth herein shall be deemed to amend and supersede any inconsistent provision in the Organizational Documents or other documents or agreements to which any Debtor is subject or to which any Debtor is a party. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, each Secured Party is specifically authorized to execute and file any applications for or instruments of transfer and assignment of any patents, trademarks, copyrights or other Intellectual Property with the United States Patent and Trademark Office and the United States Copyright Office.

Power of Attorney; Further Assurances. (a) Each Debtor Issuer authorizes the Agent (as defined below) Secured Party, and does hereby make, constitute and appoint the Agent (as defined below) it, and its respective officers, agents, successors or assigns with full power of substitution, as such DebtorIssuer’s true and lawful attorney-in-fact, with power, in its own name or in the name of the Agent (as defined below) or such DebtorIssuer, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notenotes, checks, drafts, money orders orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral Intellectual Property that may come into possession of the Agent (as defined below)Secured Party; (ii) to sign and endorse any UCC financing statement pursuant to the UCC or any invoice, freight or express xxxxbxxx, xxxx bxxx of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents relating to the CollateralIntellectual Property; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the CollateralIntellectual Property; (iv) to demand, collect, receipt for, compromise, settle and xxx sxx for monies due in respect of the Collateral; (v) to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (viv) generally, to do, at the option of the Agent (as defined below)Secured Party, and at the expense of the DebtorsIssuers’ expense, at any time, or from time to time, to execute and deliver any and all documents and instruments and to do all acts and things which the Agent (as defined below) Secured Party deems necessary to protect, preserve and realize upon the Collateral Intellectual Property and the Security Interests Interest granted therein in order to effect the intent of this Agreement and Agreement, the Note Note, the Subscription Agreement, all as fully and effectually as the Debtors Issuers might or could do; and each Debtor Issuer hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding. The designation set forth herein shall be deemed to amend and supersede any inconsistent provision in the Organizational Documents or other documents or agreements to which any Debtor is subject or to which any Debtor is a party. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, each Secured Party is specifically authorized to execute and file any applications for or instruments of transfer and assignment of any patents, trademarks, copyrights or other Intellectual Property with the United States Patent and Trademark Office and the United States Copyright Office.