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

Power of Attorney; Further Assurances. a. The Company authorizes the Secured Parties, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as the Company’s true and lawful attorney-in-fact, with power, in its own name or in the name of the Company, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including, without limitation, payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Secured Parties; (ii) to sign and endorse any UCC financing statement 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 and Liens 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) do, in connection with the foregoing, at the option of the Secured Parties, and at the Company’s sole expense, at any time, or from time to time, all other acts and things which the Secured Parties deem necessary to protect, preserve and realize upon the Collateral and the Security Interest granted therein in order to effect the intent of this Agreement and the Notes, all as fully and effectually as the Company might or could do.

Power of Attorney; Further Assurances. a. (a) The Company Obligor authorizes each of the Secured Parties, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as the CompanyObligor’s true and lawful attorney-in-fact, with power, in its own name or in the name of the CompanyObligor, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including, without limitation, including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the such Secured PartiesParty; (ii) to sign and endorse any UCC financing statement 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 and Liens 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 do, in connection with the foregoing, at the option of the such Secured PartiesParty, and at the CompanyObligor’s sole expense, at any time, or from time to time, all other acts and things which the such Secured Parties deem Party deems necessary to protect, preserve and realize upon the Collateral and the Security Interest granted therein in order to effect the intent of this Agreement Agreement, the Notes and the Notes, Transaction Documents all as fully and effectually as the Company Obligor might or could do; and 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.

Power of Attorney; Further Assurances. a. The Company (a) Each Obligor authorizes the Secured Parties, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as the Companysuch Obligor’s true and lawful attorney-in-fact, with power, in its own name or in the name of the Companysuch Obligor, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including, without limitation, including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Secured Parties; (ii) to sign and endorse any UCC financing statement 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 and Liens 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 do, in connection with the foregoing, at the option of the Secured Parties, and at the Companysuch Obligor’s sole expense, at any time, or from time to time, all other acts and things which the Secured Parties deem deems necessary to protect, preserve and realize upon the Collateral and the Security Interest granted therein in order to effect the intent of this Agreement and the Notes, all as fully and effectually as the Company such Obligor might or could do; and each 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.

Power of Attorney; Further Assurances. a. (a) The Company authorizes and the Secured PartiesParty authorize Rxxxxxx Xxxxxx (the “Agent”), and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as the Company’s true and lawful attorney-in-fact, with power, in its own name or in the name of the Company, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including, without limitation, including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Secured PartiesParty; (ii) to sign and endorse any UCC financing statement 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 and Liens 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 do, in connection with the foregoing, at the option of the Secured PartiesParty, and at the Company’s sole expense, at any time, or from time to time, all other acts and things which the Secured Parties deem Party deems necessary to protect, preserve and realize upon the Collateral and the Security Interest granted therein in order to effect the intent of this Agreement Agreement, the Secured Notes and the NotesWarrants, all as fully and effectually as the Company might or could do; and 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.

Power of Attorney; Further Assurances. a. The Company (a) Debtor authorizes the Secured PartiesParty, and does hereby make, constitute and appoint it, the Secured Party and its respective officers, agents, successors or assigns with full power of substitution, as the CompanyDebtor’s true and lawful attorney-in-fact, with power, in its own name or in the name of the CompanySecured Party or Debtor, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notesnote, checks, drafts, money orders, orders or other instruments of payment (including, without limitation, including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Secured PartiesParty; (ii) to sign and endorse any UCC financing statement 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 and Liens 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) do, in connection with the foregoingto transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generally, at the option of the Secured PartiesParty, and at the Company’s sole expenseexpense of the Debtor, at any time, or from time to time, to execute and deliver any and all other documents and instruments and to do all acts and things which the Secured Parties deem Party deems necessary to protect, preserve and realize upon the Collateral and the Security Interest Interests granted therein in order to effect the intent of this Agreement and the Notes, Note all as fully and effectually as the Company Debtor 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 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 Debtor is subject or to which 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. (a) The Company Borrower authorizes the Secured Parties, and does hereby make, constitute and appoint it, and its respective officers, agents, successors or assigns with full power of substitution, as the CompanyBorrower’s true and lawful attorney-in-fact, with power, in its own name or in the name of the CompanyBorrower, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any notes, checks, drafts, money orders, or other instruments of payment (including, without limitation, including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Secured Parties; (ii) to sign and endorse any UCC financing statement or any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipts, drafts against debtorsBorrower, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes and Liens 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 do, in connection with the foregoing, at the option of the Secured Parties, and at the CompanyBorrower’s sole expense, at any time, or from time to time, all other acts and things which the Secured Parties deem necessary to protect, preserve and realize upon the Collateral and the Security Interest granted therein therein, in order to effect the intent of this Agreement and the NotesDebentures, all as fully and effectually as the Company Borrower might or could do.could