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

Further Assurances; Power of Attorney. (a) Each Pledgor agrees that it will join with the Pledgee in executing and, at such Pledgor’s own expense, file and refile under the UCC or other applicable law such financing statements, continuation statements and other documents, in form reasonably acceptable to the Pledgee, in such offices as the Pledgee (acting on its own or on the instructions of the Required Secured Creditors) may reasonably deem necessary or appropriate and wherever required or permitted by law in order to perfect and preserve the Pledgee’s security interest in the Collateral hereunder and hereby authorizes the Pledgee to file financing statements and amendments thereto relative to all or any part of the Collateral (including, without limitation, financing statements which list the Collateral specifically and/or “all assets” as collateral) without the signature of such Pledgor where permitted by law, and agrees to do such further acts and things and to execute and deliver to the Pledgee such additional conveyances, assignments, agreements and instruments as the Pledgee may reasonably require or deem advisable to carry into effect the purposes of this Agreement or to further assure and confirm unto the Pledgee its rights, powers and remedies hereunder or thereunder.

Further Assurances; Power of Attorney. (a) Each Pledgor agrees that it will join with the Pledgee in executing andwill, at such Pledgor’s own expense, file and refile refile, or cause to be filed or refiled, under the UCC or other applicable law such financing statements, continuation statements and other documents, in form reasonably acceptable to the Pledgee, in such offices as the Pledgee (acting on its own or on the instructions of the Required Secured CreditorsLenders) may reasonably deem necessary or appropriate and wherever required or permitted by law in order to perfect and preserve the Pledgee’s security interest in the Collateral hereunder and hereby authorizes the Pledgee to file financing statements and amendments thereto relative to all or any part of the Collateral (including, without limitation, financing statements which list the Collateral specifically and/or “all assets” as collateral) without the signature of such Pledgor where permitted by law, in such offices as the Pledgee may reasonably deem necessary or advisable or wherever required or permitted by law in order to perfect and preserve the Pledgee’s security interest in the Collateral hereunder and agrees to do such further acts and things and to execute and deliver to the Pledgee such additional conveyances, assignments, agreements and instruments as the Pledgee may reasonably require or deem advisable to carry into effect the purposes of this Agreement or to further assure and confirm unto the Pledgee its rights, powers and remedies hereunder or thereunder.

Further Assurances; Power of Attorney. (a) Each Pledgor agrees that it will join with the Pledgee in executing and, at such Pledgor’s own expense, file and refile under the UCC or other applicable law such financing statements, continuation statements and other documents, in form reasonably acceptable to the Pledgee, in such offices as the Pledgee (acting on its own or on the instructions of the Required Secured Creditors) may reasonably deem necessary or appropriate and wherever required or permitted by law in order to perfect and preserve the Pledgee’s security interest in the Collateral hereunder and hereby authorizes the Pledgee to file financing statements and amendments thereto relative to all or any part of the Collateral (including, without limitation, (x) financing statements which list the Collateral specifically and/or “all assets” as collateralcollateral and (y) “in lieu of” financing statements) without the signature of such Pledgor where permitted by law, and agrees to do such further acts and things and to execute and deliver to the Pledgee such additional conveyances, assignments, agreements and instruments as the Pledgee may reasonably require or deem advisable to carry into effect the purposes of this Agreement or to further assure and confirm unto the Pledgee its rights, powers and remedies hereunder or thereunder.

Further Assurances; Power of Attorney. (a) Each Pledgor agrees that it will join with At any time and from time to time, upon the Pledgee in executing and, at such Pledgor’s own expense, file and refile under the UCC or other applicable law such financing statements, continuation statements and other documents, in form reasonably acceptable to written request of the Pledgee, in and at the sole expense of the Pledgor, the Pledgor will promptly and duly execute and deliver any and all such offices further instruments and documents and take such further action as the Pledgee (acting on its own or on the instructions of the Required Secured Creditors) reasonably may reasonably deem necessary or appropriate and wherever required or permitted by law in order to perfect and preserve the Pledgee’s 's security interest in the Collateral hereunder and in order for the Pledgee to obtain the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, the filing of any financing or continuation statements under the Uniform Commercial Code in effect in any jurisdiction and the filing of any other equivalent or similar statement or document under any other applicable Law with any other applicable Governmental Authority with respect to the security interests granted hereby. The Pledgor also hereby authorizes the Pledgee to file any such financing statements and amendments thereto relative to all or any part of the Collateral (including, without limitation, financing statements which list the Collateral specifically and/or “all assets” as collateral) continuation statement without the signature of such the Pledgor where to the extent permitted by lawapplicable Law. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note or other instrument, such note or instrument shall be immediately delivered to the Pledgee and agrees pledged to do the Pledgee hereunder, duly endorsed, to the extent necessary, to the Pledgee. (b) The Pledgor hereby appoints the Pledgee such further acts Pledgor's attorney-in-fact, with full authority in the place and things stead of the Pledgor and in the name of the Pledgor or otherwise, to act from time to time, solely after the occurrence and during the continuance of an Event of Default and subject to the Credit Agreement, in the Pledgee's reasonable discretion to take any action and to execute and deliver to the Pledgee such additional conveyances, assignments, agreements and instruments as any instrument which the Pledgee may deem reasonably require necessary or deem advisable to carry into effect accomplish the purposes of this Agreement or to further assure and confirm unto the Pledgee its rights, powers and remedies hereunder or thereunderAgreement. 14. [OMITTED] 15.

Further Assurances; Power of Attorney. (a) Each Pledgor agrees that it will join with the Pledgee in executing (where necessary) and, at such Pledgor’s own expense, file and refile under the UCC or other applicable law (provided that in no event shall any actions be required in any jurisdiction outside the United States to establish, perfect, preserve or protect such security interest unless otherwise required pursuant to the Credit Agreement or any other Loan Document) such financing statements, continuation statements and other documents, in form reasonably acceptable to the Pledgee, documents in such offices as the Pledgee (acting on its own or on the instructions of the Required Secured Creditors) may request and deem reasonably deem necessary or appropriate and wherever required or permitted by law in order to perfect and preserve the Pledgee’s security interest in the Collateral hereunder and hereby authorizes the Pledgee to file financing statements and amendments thereto relative to all or any part of the Collateral (including, without limitation, financing statements which list the Collateral specifically and/or “all assets” as collateral) without the signature of such Pledgor where permitted by law, and agrees to do such further acts and things and to execute and deliver to the Pledgee such additional conveyances, assignments, agreements and instruments as the Pledgee may reasonably require or deem advisable necessary to carry into effect the purposes of this Agreement or to further assure and confirm unto the Pledgee its rights, powers and remedies hereunder hereunder; provided that no such financing statement, continuation statement, amendment or thereunderother document will contain generic, all asset or similar descriptions; provided, further, that, except as otherwise required pursuant to the Credit Agreement or any other Loan Document, the Pledgee shall not, and no Pledgor shall be required to, take any of the foregoing actions, or to execute, deliver or file any agreements, documents, financing statements, or instruments, in any jurisdiction (or under the laws of any jurisdiction) other than the United States or any State thereof or the District of Columbia.

Further Assurances; Power of Attorney. (a) Each Pledgor agrees that it will join with the Pledgee in executing (where necessary) and, at such Pledgor’s own expense, file and refile under the UCC or other applicable law (provided that in no event shall any actions be required in any jurisdiction outside the United States to establish, perfect, preserve and protect such security interest) such financing statements, continuation statements and other documents, in form reasonably acceptable to the Pledgee, documents in such offices as the Pledgee (acting on its own or on the instructions of the Required Secured Creditors) may request and deem reasonably deem necessary or appropriate and wherever required or permitted by law in order to perfect and preserve the Pledgee’s security interest in the Collateral hereunder and hereby authorizes the Pledgee to file financing statements and amendments thereto relative to all or any part of the Collateral (including, without limitation, financing statements which list the Collateral specifically and/or “all assets” as collateral) without the signature of such Pledgor where permitted by law, and agrees to do such further acts and things and to execute and deliver to the Pledgee such additional conveyances, assignments, agreements and instruments as the Pledgee may reasonably require or deem advisable necessary to carry into effect the purposes of this Agreement or to further assure and confirm unto the Pledgee its rights, powers and remedies hereunder hereunder; provided that, notwithstanding anything in this Agreement or thereunderin any other Loan Document to the contrary, the Pledgee shall not, and no Pledgor shall be required to, take any of the foregoing actions, or to execute, deliver or file any agreements, documents, financing statements, or instruments, in any jurisdiction (or under the laws of any jurisdiction) other than the United States or any State thereof or the District of Columbia.

Further Assurances; Power of Attorney. (a) Each Pledgor agrees that it will join with the Pledgee in executing and, at such Pledgor’s own expense, file and refile under the UCC or other applicable law such financing statements, continuation statements and other documents, in form reasonably acceptable to the Pledgee, in such offices as the Pledgee (acting on its own or on the instructions of the Required Secured Creditors) may deem reasonably deem necessary or appropriate and wherever required or permitted by law in order to perfect and preserve the Pledgee’s security interest in the Collateral hereunder and hereby authorizes the Pledgee to file financing statements and amendments thereto relative to all or any part of the Collateral (including, without limitation, financing statements which list the Collateral specifically and/or “all assets” as collateral) without the signature of such Pledgor where permitted by law, and agrees to do such further acts and things and to execute and deliver to the Pledgee such additional conveyances, assignments, agreements and instruments as the Pledgee may reasonably require or deem advisable reasonably necessary to carry into effect the purposes of this Agreement or to further assure and confirm unto the Pledgee its rights, powers and remedies hereunder or thereunder.

Further Assurances; Power of Attorney. (a) Each Pledgor agrees that it will join with the Pledgee Collateral Agent in executing and, at such Pledgor’s own expense, file and refile under the UCC or other applicable law such financing statements, continuation statements and other documents, in form reasonably acceptable to the Pledgee, in such offices as shall be reasonably necessary or as the Pledgee Collateral Agent (acting on its own or on the instructions of the Required Secured CreditorsInstructing Group) may reasonably deem necessary or appropriate request and wherever required or permitted by law in order to perfect and preserve the PledgeeCollateral Agent’s security interest in the Collateral hereunder and hereby authorizes the Pledgee Collateral Agent to file financing statements and amendments thereto relative to all or any part of the Collateral (including, without limitation, financing statements which list the Collateral specifically and/or “all assets” as collateral) collateral without the signature of such Pledgor where permitted by law, and agrees to do such further acts and things and to execute and deliver to the Pledgee Collateral Agent such additional conveyances, assignments, agreements and instruments as the Pledgee Collateral Agent (acting on the instructions of the Instructing Group) may reasonably require or deem advisable request to carry into effect the purposes of this Agreement or to further assure and confirm unto the Pledgee Collateral Agent its rights, powers and remedies hereunder or thereunder.

Further Assurances; Power of Attorney. (a) Each Pledgor agrees that it will join with the Pledgee Collateral Agent in executing and, at such Pledgor’s 's own expense, file and refile under the UCC PPSA or other applicable law such financing statements, continuation statements financing change statements, renewals and other documents, in form reasonably acceptable to the PledgeeCollateral Agent, in such offices as the Pledgee Collateral Agent (acting on its own or on the instructions of the Required Secured Creditors) may reasonably deem necessary or appropriate and wherever required or permitted by law in order to perfect and preserve the Pledgee’s Collateral Agent's security interest in the Collateral hereunder and hereby authorizes the Pledgee Collateral Agent to file financing statements and amendments thereto relative to all or any part of the Collateral (including, without limitation, financing statements which list the Collateral specifically and/or “as "all assets” as collateral) present and after-acquired personal property" without the signature of such Pledgor where permitted by law), and agrees to do such further acts and things and to execute and deliver to the Pledgee Collateral Agent such additional conveyances, assignments, agreements and instruments as the Pledgee Collateral Agent may reasonably require or deem advisable to carry into effect the purposes of this Agreement or to further assure and confirm unto the Pledgee Collateral Agent its rights, powers and remedies hereunder or thereunder. Each Pledgor waives the right to receive a copy of any financing statement or financing change statement that may be registered in connection with this Agreement or any verification statement issued with respect to a registration, if waiver is not otherwise prohibited by law.

Further Assurances; Power of Attorney. (a) Each Pledgor agrees that it will join with the Pledgee Collateral Agent in executing and, at such Pledgor’s own expense, file and refile under the UCC or other applicable law such financing statements, continuation statements and other documents, in form reasonably acceptable to the Pledgee, documents in such offices as the Pledgee Collateral Agent (acting on its own or on the instructions of the Required Secured CreditorsLenders) may reasonably deem necessary or appropriate and wherever required or permitted by law in order to perfect and preserve the PledgeeCollateral Agent’s security interest in the Collateral hereunder and hereby authorizes the Pledgee Collateral Agent to file financing statements and amendments thereto relative to all or any part of the Collateral (including, without limitation, financing statements which list the Collateral specifically and/or “all assets” as collateral) without the signature of such Pledgor where permitted by law, and agrees to do such further acts and things and to execute and deliver to the Pledgee Collateral Agent such additional conveyances, assignments, agreements and instruments as the Pledgee Collateral Agent may reasonably require or deem advisable to carry into effect the purposes of this Agreement or to further assure and confirm unto the Pledgee Collateral Agent its rights, powers and remedies hereunder or thereunder. Each Pledgor hereby appoints the Collateral Agent such Pledgor’s attorney-in-fact, with full authority in the place and stead of such Pledgor and in the name of such Pledgor or otherwise, from time to time after the occurrence and during the continuance of an Event of Default, in the Collateral Agent’s discretion to take any action and to execute any instrument which the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement.

Further Assurances; Power of Attorney. (a) Each Pledgor agrees that it will join with the Pledgee in executing and, at such Pledgor’s own expense, file and refile under the UCC or other applicable law such financing statements, continuation statements and other documents, in form reasonably acceptable to the Pledgee, in such offices as the Pledgee (acting on its own or on the instructions of the Required Secured Creditors) may reasonably deem necessary or appropriate and wherever required or permitted by law in order to perfect and preserve the Pledgee’s security interest in the Collateral hereunder and hereby authorizes the Pledgee to file financing statements and amendments thereto relative to all or any part of the Collateral (including, without limitation, financing statements which list the Collateral specifically and/or “all assets” as collateral) collateral without the signature of such Pledgor where permitted by law), and agrees to do such further acts and things and to execute and deliver to the Pledgee such additional conveyances, assignments, agreements and instruments as the Pledgee may reasonably require or deem advisable to carry into effect the purposes of this Agreement or to further assure and confirm unto the Pledgee its rights, powers and remedies hereunder or thereunder.

Further Assurances; Power of Attorney. (a) Each Pledgor agrees that it will join with the Pledgee in executing and, at such Pledgor’s own expense, file and refile under the UCC or other applicable law such financing statements, continuation statements and other documents, in form reasonably acceptable to the Pledgee, in such offices as the Pledgee (acting on its own or on the instructions of the Required Secured Creditors) may reasonably deem necessary or appropriate and wherever required or permitted by law in order to perfect and preserve the Pledgee’s security interest in the Collateral hereunder and hereby authorizes the Pledgee to file financing statements and amendments thereto relative to all or any part of the Collateral (including, without limitation, financing statements which list the Collateral specifically and/or as “all assetsassets whether now owned or hereafter acquired” as collateral) without the signature of such Pledgor where permitted by law), and agrees to do such further acts and things and to execute and deliver to the Pledgee such additional conveyances, assignments, agreements and instruments as the Pledgee may reasonably require or deem advisable to carry into effect the purposes of this Agreement or to further assure and confirm unto the Pledgee its rights, powers and remedies hereunder or thereunder.

Further Assurances; Power of Attorney. (a) Each Pledgor agrees that it will join with the Pledgee in executing and, at such Pledgor’s 's own expense, file and refile under the UCC or other applicable law such financing statements, continuation statements and other documents, in form reasonably acceptable to the Pledgee, in such offices as the Pledgee (acting on its own or on the instructions of the Required Secured Creditors) may reasonably deem necessary or appropriate and wherever required or permitted by law in order to perfect and preserve the Pledgee’s 's security interest in the Collateral hereunder and hereby authorizes the Pledgee to file financing statements and amendments thereto relative to all or any part of the Collateral (including, without limitation, (x) financing statements which list the Collateral specifically and/or “"all assets” " as collateralcollateral and (y) "in lieu of" financing statements) without the signature of such Pledgor where permitted by law, and agrees to do such further acts and things and to execute and deliver to the Pledgee such additional conveyances, assignments, agreements and instruments as the Pledgee may reasonably require or deem advisable to carry into effect the purposes of this Agreement or to further assure and confirm unto the Pledgee its rights, powers and remedies hereunder or thereunder.

Further Assurances; Power of Attorney. (a) Each Pledgor agrees that it will join with At any time and from time to time, upon the Pledgee in executing and, at such Pledgor’s own expense, file and refile under the UCC or other applicable law such financing statements, continuation statements and other documents, in form reasonably acceptable to written request of the Pledgee, in and at the sole expense of the Pledgor, the Pledgor will promptly and duly execute and deliver any and all such offices further instruments and documents and take such further action as the Pledgee (acting on its own or on the instructions of the Required Secured Creditors) reasonably may reasonably deem necessary or appropriate and wherever required or permitted by law in order to perfect and preserve the Pledgee’s 's security interest in the Collateral hereunder and in order for the Pledgee to obtain the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, the filing of any financing or continuation statements under the Uniform Commercial Code in effect in any jurisdiction and the filing of any other equivalent or similar statement or document under any other applicable Law with any other applicable Governmental Authority with respect to the security interests granted hereby. The Pledgor also hereby authorizes the Pledgee to file any such financing statements and amendments thereto relative to all or any part of the Collateral (including, without limitation, financing statements which list the Collateral specifically and/or “all assets” as collateral) continuation statement without the signature of such the Pledgor where to the extent permitted by lawapplicable Law. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note or other instrument, and agrees to do such further acts and things and to execute and deliver note or instrument shall be immediately delivered to the Pledgee such additional conveyances, assignments, agreements and instruments as pledged to the Pledgee may reasonably require hereunder, duly endorsed, to the extent necessary, to the Pledgee. The Pledgor shall not change its name, identity, principal place of business or deem advisable to carry into effect place of organization in any manner unless the purposes of this Agreement or to further assure and confirm unto Pledgor shall have given the Pledgee its rightsat least sixty (60) days' prior written notice thereof and shall have taken, powers at the Pledgor's sole expense, all action necessary or reasonably requested by the Pledgee in order to continue the perfection and remedies hereunder or thereunderpriority of the security interests in the Collateral intended to be created by this Agreement.

Further Assurances; Power of Attorney. (a) Each The Pledgor agrees that it will join with the Pledgee in executing and, at such the Pledgor’s own expense, file and refile under the UCC or other applicable law such financing statements, continuation statements and other documents, in form reasonably acceptable to the Pledgee, in such offices as the Pledgee (acting on its own or on the instructions of the Required Secured Creditors) may reasonably deem necessary or appropriate and wherever required or permitted by law in order to perfect and preserve the Pledgee’s security interest in the Collateral hereunder and hereby authorizes the Pledgee to file financing statements and amendments thereto relative to all or any part of the Collateral (including, without limitation, financing statements which list the Collateral specifically and/or “all assets” as collateral) without the signature of such the Pledgor where permitted by law, and agrees to do such further acts and things and to execute and deliver to the Pledgee such additional conveyances, assignments, agreements and instruments (including updated Annexes hereto, when applicable) as the Pledgee may reasonably require or deem advisable to carry into effect the purposes of this Agreement or to further assure and confirm unto the Pledgee its rights, powers and remedies hereunder or thereunder. The Pledgor shall make or cause to be made all filings and registrations required to be made in order to perfect and preserve Pledge’s security interest in any Material Foreign Subsidiary in any relevant foreign jurisdiction, including without limitation, providing documents as reasonably requested by the Administrative Agent.

Further Assurances; Power of Attorney. (a) Each Pledgor agrees that it will join with the Pledgee in executing andshall, at such Pledgor’s its own expense, file and refile under the UCC or other applicable law such financing statements, continuation statements and other documents, in form reasonably acceptable to the Pledgee, in such filing offices as the Pledgee (acting on its own or on the instructions of the Required Secured Creditors) may reasonably deem necessary or appropriate and wherever required or permitted by law in order to perfect and preserve the Pledgee’s security interest in the Collateral hereunder and hereby authorizes the Pledgee to file financing statements and amendments thereto relative to all or any part of the Collateral (including, without limitation, financing statements which list the Collateral specifically and/or “all assets” as collateral) without the signature of such Pledgor where permitted by law, and agrees to do such further acts and things and to execute and deliver to the Pledgee such additional conveyances, assignments, agreements and instruments as the Pledgee may reasonably require or deem advisable to carry into effect the purposes of this Agreement or to further assure and confirm unto the Pledgee its rights, powers and remedies hereunder or thereunder.

Further Assurances; Power of Attorney. (a) Each Pledgor agrees that it will join with the Pledgee in executing and, at such Pledgor’s own expense, file and refile under the UCC or other applicable law such financing statements, continuation statements and other documents, in form reasonably acceptable to the Pledgee, documents in such offices as the Pledgee (acting on its own or on the instructions of the Required Secured CreditorsLenders) may reasonably deem necessary or appropriate and wherever required or permitted by law in order to perfect and preserve the Pledgee’s security interest in the Collateral hereunder and hereby authorizes the Pledgee to file financing statements and amendments thereto relative to all or any part of the Collateral (including, without limitation, financing statements which list the Collateral specifically and/or “all assets” as collateral) without the signature of such Pledgor where permitted by law, and agrees to do such further acts and things and to execute and deliver to the Pledgee such additional conveyances, assignments, agreements and instruments as the Pledgee may reasonably require or deem advisable to carry into effect the purposes of this Agreement or to further assure and confirm unto the Pledgee its rights, powers and remedies hereunder or thereunder.

Further Assurances; Power of Attorney. (a) Each Pledgor agrees that that, at the reasonable request of Pledgee, it will join with the Pledgee in executing and, at such Pledgor’s 's own expense, file and refile under the UCC or other applicable law such financing statements, continuation statements and other documents, in form reasonably acceptable to the Pledgee, in such offices as the Pledgee (acting on its own or on the instructions of the Required Secured Creditors) may reasonably deem necessary or appropriate and wherever required or permitted by law in order to perfect and preserve the Pledgee’s 's security interest in the Collateral hereunder and hereby authorizes the Pledgee to file financing statements and amendments thereto relative to all or any part of the Collateral (including, without limitation, (x) financing statements which list the Collateral specifically and/or “"all assets” " as collateralcollateral and (y) "in lieu of" financing statements) without the signature of such Pledgor where permitted by law, and agrees to do such further acts and things and to execute and deliver to the Pledgee such additional conveyances, assignments, agreements and instruments as the Pledgee may reasonably require or deem deem, in its reasonable opinion, advisable to carry into effect the purposes of this Agreement or to further assure and confirm unto the Pledgee its rights, powers and remedies hereunder or thereunder.

Further Assurances; Power of Attorney. From time to time following the Closing, Sellers shall, with reimbursement from Buyer for all reasonable costs incurred, execute and deliver, or cause to be executed and delivered, to Buyer such other instruments of conveyance and transfer as Buyer may reasonably request or as may be otherwise necessary to more effectively convey and transfer to Buyer the Purchased Assets and the Contributed Assets, and, in the case of any licenses, certificates, approvals, authorizations, agreements, contracts, leases, easements and other commitments (a) Each Pledgor agrees which cannot be transferred or assigned effectively without the consent of third parties which consent has not been obtained prior to the Closing, to cooperate with Buyer at its request in endeavoring to obtain such consent promptly, and if any such consent is unobtainable, to use its commercially reasonable efforts to secure to Buyer the benefits thereof in a manner mutually agreeable to both parties, or (b) which are otherwise not transferable or assignable, to use its commercially reasonable efforts jointly with Buyer to secure to Buyer the benefits thereof in a manner mutually agreeable to both parties (including the exercise of the rights of Sellers thereunder); provided, however that it will join with nothing herein shall relieve Sellers of their obligations under Section 7.3. Notwithstanding anything in this Agreement to the Pledgee in executing andcontrary, at such Pledgor’s own expensethis Agreement shall not constitute an agreement to assign any license, file and refile under the UCC certificate, approval, authorization, agreement, contract, lease, easement or other applicable law commitment if an attempted assignment thereof without the consent of a third party thereto would constitute a breach thereof. Each Seller hereby constitutes and appoints Buyer, with full power of substitution, as such financing statementsparty’s true and lawful attorney in fact, continuation statements authorizing Buyer to open mail addressed to such party, to endorse checks and other documentsinstruments payable to such Seller, in form reasonably acceptable to the Pledgeeexecute, in acknowledge, deliver and file such offices as the Pledgee (acting on its own or on the instructions of the Required Secured Creditors) may reasonably deem necessary or appropriate and wherever required or permitted by law in order to perfect and preserve the Pledgee’s security interest in the Collateral hereunder and hereby authorizes the Pledgee to file financing statements and amendments thereto relative to all or any part of the Collateral (includingdeeds, without limitationtransfers, financing statements which list the Collateral specifically and/or “all assets” as collateral) without the signature of such Pledgor where permitted by law, and agrees to do such further acts and things and to execute and deliver to the Pledgee such additional conveyances, assignments, agreements instruments, certificates and instruments documents and to take such other actions in the name, place and stead of such Seller as Buyer may find necessary or appropriate to effectuate or carry out the Pledgee may reasonably require or deem advisable to carry into effect the purposes intent of any provision of this Agreement Agreement; provided, however said power of attorney shall not authorize Buyer to pay, perform or discharge any liabilities of any Seller not included within the Assumed Liabilities or to further assure receive any monies or other things of value associated with or resulting from the Excluded Assets. Not later than the fifteenth (15th) day after the end of each calendar month for the twenty-four (24) months following the Closing Date, Buyer shall provide to Sellers copies of (x) all mail addressed to Sellers which was opened by Buyer and confirm unto any correspondence or other documents evidencing action taken by Buyer with respect thereto and (y) all deeds, transfers, conveyances, assignments, instruments, certificates and documents which were executed, acknowledged or delivered by Buyer under the Pledgee its rightsforegoing appointment, powers and remedies hereunder including all checks payable to any Seller which may have been endorsed or thereundernegotiated by Buyer.

Further Assurances; Power of Attorney. (a) Each Pledgor agrees that it will join with the Pledgee in executing and, at such Pledgor’s 's own expense, file and refile under the UCC applicable Uniform Commercial Code or such other applicable law such financing statements, continuation statements and other documents, in form reasonably acceptable to the Pledgee, documents in such offices as the Pledgee (acting on its own or on the instructions of the Required Secured Creditors) may reasonably deem necessary or appropriate and wherever required or permitted by law in order to perfect and preserve the Pledgee’s 's security interest in the Collateral hereunder and hereby authorizes the Pledgee to file financing statements and amendments thereto relative to all or any part of the Collateral (including, without limitation, financing statements which list the Collateral specifically and/or “all assets” as collateral) without the signature of such Pledgor where permitted by law, and agrees to do such further acts and things and to execute and deliver to the Pledgee such additional conveyances, assignments, agreements and instruments as the Pledgee may reasonably require deem necessary or deem advisable to carry into effect the purposes of this Agreement or to further assure and confirm unto the Pledgee its rights, powers and remedies hereunder hereunder. (b) Each Pledgor hereby appoints the Pledgee such Pledgor's attorney-in-fact, with full authority in the place and stead of such Pledgor and in the name of such Pledgor or thereunderotherwise, to act from time to time after the occurrence and during the continuance of an Event of Default in the Pledgee's reasonable discretion to take any action and to execute any instrument which the Pledgee may deem necessary or advisable to accomplish the purposes of this Section 10. SECTION 11.

Further Assurances; Power of Attorney. (a) Each Pledgor agrees that it will join with the Pledgee in executing andwill, at such Pledgor’s own expense, file and refile refile, or cause to be filed or refiled, under the UCC or other applicable law such financing statements, continuation statements and other documents, in form reasonably acceptable to the Pledgee, in such offices as the Pledgee (acting on its own or on the instructions of the Required Secured CreditorsLenders) may reasonably deem necessary or appropriate and wherever required or permitted by law in order to perfect and preserve the Pledgee’s security interest in the Collateral hereunder and hereby authorizes the Pledgee to file financing statements and amendments thereto relative to all or any part of the Collateral (including, without limitation, financing statements which list the Collateral specifically and/or “all assets” as collateral) without the signature of such Pledgor where permitted by law, in such offices as the Pledgee may reasonably deem necessary or advisable or wherever required or permitted by law in order to perfect and preserve the Pledgee’s security interest in the Collateral hereunder and agrees to do such further acts and things and to execute and deliver to the Pledgee such additional conveyances, assignments, agreements and instruments as the Pledgee may reasonably require or deem advisable to carry into effect the purposes of this Agreement or to further assure and confirm unto the Pledgee its rights, powers and remedies hereunder or thereunder. (b) Each Pledgor hereby constitutes and appoints the Pledgee its true and lawful attorney-in-fact, irrevocably, with full authority in the place and stead of such Pledgor and in the name of such Pledgor or otherwise, from time to time after the occurrence and during the continuance of an Event of Default, in the Pledgee’s discretion, to act, require, demand, receive and give acquittance for any and all monies and claims for monies due or to become due to such Pledgor under or arising out of the Collateral, to endorse any checks or other instruments or orders in connection therewith and to file any claims or take any action or institute any proceedings and to execute any instrument which the Pledgee may deem necessary or advisable to accomplish the purposes of this Agreement, which appointment as attorney is coupled with an interest. 16.

Further Assurances; Power of Attorney. (a) Each Pledgor agrees that it will join with the Pledgee in executing and, at such Pledgor’s own expense, file and refile under the UCC or other applicable law such financing statements, continuation statements and other documents, in form reasonably acceptable to the Pledgee, in such offices as the Pledgee (acting on its own or on the instructions of the Required Secured CreditorsLenders) may deem reasonably deem necessary or appropriate and wherever required or permitted by law in order to perfect and preserve the Pledgee’s security interest in the Collateral hereunder and hereby authorizes the Pledgee to file financing statements and amendments thereto relative to all or any part of the Collateral (including, without limitation, (x) financing statements which list the Collateral specifically and/or “all assets” as collateralcollateral and (y) “in lieu of” financing statements) without the signature of such Pledgor where permitted by law, in such offices as the Pledgee may reasonably deem necessary or advisable or wherever required or permitted by law in order to perfect and preserve the Pledgee’s security interest in the Collateral hereunder, and agrees to do such further acts and things and to execute and deliver to the Pledgee such additional conveyances, assignments, agreements and instruments as the Pledgee or the Administrative Agent may reasonably require or deem advisable reasonably necessary to carry into effect the purposes of this Agreement or to further assure and confirm unto the Pledgee its rights, powers and remedies hereunder or thereunder.

Further Assurances; Power of Attorney. (a) Each Pledgor agrees that it will join with the Pledgee in executing and, at such Pledgor’s own expense, may file and refile under the UCC or other applicable state law such financing statements, continuation statements and other documents, in form reasonably acceptable to the Pledgee, in such offices as the Pledgee (acting on its own or on the instructions of the Required Secured CreditorsLenders) may reasonably deem necessary or appropriate and wherever required or permitted by law in order to perfect and preserve the Pledgee’s security interest in the Collateral hereunder and hereby authorizes the Pledgee to file financing statements and amendments thereto relative to all or any part of the Collateral (including, without limitation, (x) financing statements which list only describe the Collateral specifically and/or or as “all assets” as collateralor “all personal property” or with words of similar import of such Pledgor and (y) “in lieu of” financing statements) without the signature of such Pledgor where permitted by law, and agrees to do such further acts and things and to execute and deliver to the Pledgee such additional conveyances, collateral assignments, agreements and instruments with respect to the Collateral or the Pledgee’s rights therein or hereunder as the Pledgee may deem necessary, or advisable as may be reasonably require or deem advisable requested by the Pledgee, to carry into effect the purposes of this Agreement or to further assure and confirm unto the Pledgee its rights, powers and remedies hereunder or thereunder.

Further Assurances; Power of Attorney. (a) Each Pledgor agrees that it will join with the Pledgee in executing andwill, at such Pledgor’s own expense, file and refile refile, or cause to be filed or refiled, under the UCC or other applicable law such financing statements, continuation statements and other documents, in form reasonably acceptable to the Pledgee, in such offices as the Pledgee (acting on its own or on the instructions of the Required Secured CreditorsLenders) may reasonably deem necessary or appropriate and wherever required or permitted by law in order to perfect and preserve the Pledgee’s security interest in the Collateral hereunder and hereby xxxxxx authorizes the Pledgee to file financing statements and amendments thereto relative to all or any part of the Collateral (including, without limitation, financing statements which list the Collateral specifically and/or “all assets” as collateral) without the signature of such Pledgor where permitted by law, in such offices as the Pledgee may reasonably deem necessary or advisable or wherever required or permitted by law in order to perfect and preserve the Pledgee’s security interest in the Collateral hereunder and agrees to do such further acts and things and to execute and deliver to the Pledgee such additional conveyances, assignments, agreements and instruments as the Pledgee may reasonably require or deem advisable to carry into effect the purposes of this Agreement or to further assure and confirm unto the Pledgee its rights, powers and remedies hereunder or thereunder.

Further Assurances; Power of Attorney. (a) Each The Pledgor agrees that it will join with the Pledgee Pledgees in executing and, at such the Pledgor’s 's own expense, file and refile under the UCC or other applicable law such financing statements, continuation statements and other documents, in form reasonably acceptable to the Pledgee, documents in such offices as the Pledgee (acting on its own or on the instructions of the Required Secured Creditors) Pledgees may reasonably deem necessary or appropriate and wherever required or permitted by law in order to perfect and preserve the Pledgee’s Pledgees' security interest in the Collateral hereunder and hereby authorizes the Pledgee Pledgees to file financing statements and amendments thereto relative to all or any part of the Collateral (including, without limitation, financing statements which list the Collateral specifically and/or “all assets” as collateral) without the signature of such the Pledgor where permitted by law, and agrees to do such further acts and things and to execute and deliver to the Pledgee Pledgees such additional conveyances, assignments, agreements and instruments as the Pledgee Pledgees may reasonably require or deem advisable necessary to carry into effect the purposes of this Pledge Agreement or to further assure and confirm unto the Pledgee its Pledgees their rights, powers and remedies hereunder hereunder. The Pledgor hereby appoints Charter One, for the benefit of the Pledgees, as the Pledgor's attorney-in-fact, with full authority in the place and stead of the Pledgor and in the name of the Pledgor or thereunderotherwise, from time to time after the occurrence and during the continuation of an Event of Default, in the Pledgees' discretion, to take any action and to execute any instrument which the Pledgees may deem necessary or advisable to accomplish the purposes of this Pledge Agreement.

Further Assurances; Power of Attorney. (a) Each Pledgor agrees that it will join with the Pledgee in executing and, at such Pledgor’s 's own expense, file and refile under the UCC or other applicable law such financing statements, continuation statements and other documents, in form reasonably acceptable to the Pledgee, in such offices as the Pledgee (acting on its own or on the instructions of the Required Secured Creditors) may reasonably deem necessary or appropriate and wherever required or permitted by law in order to perfect and preserve the Pledgee’s 's security interest in the Collateral hereunder and hereby authorizes the Pledgee to file financing statements and amendments thereto relative to all or any part of the Collateral (including, without limitation, financing statements which list the Collateral specifically and/or “"all assets” " as collateral) without the signature of such Pledgor where permitted by law, and agrees to do such further acts and things and to execute and deliver to the Pledgee such additional conveyances, assignments, agreements and instruments as the Pledgee may reasonably require or deem advisable to carry into effect the purposes of this Agreement or to further assure and confirm unto the Pledgee its rights, powers and remedies hereunder or thereunder.

Further Assurances; Power of Attorney. (a) Each Pledgor agrees that it will join with the Pledgee in executing and, at such Pledgor’s own expense, file and refile under the UCC or other applicable law Uniform Commercial Code such financing statements, continuation statements and other documents, in form reasonably acceptable to the Pledgee, documents in such offices as the Pledgee (acting on its own or on the instructions of the Required Secured Creditors) may reasonably deem necessary or appropriate and wherever required or permitted by law in order to perfect and preserve the Pledgee’s security interest in the Collateral hereunder and hereby authorizes the Pledgee to file financing statements and amendments thereto relative to all or any part of the Collateral (including, without limitation, (x) financing statements which list the Collateral specifically and/or “all assets” as collateralcollateral and (y) “in lieu of” financing statements) without the signature of such Pledgor where permitted by law, and agrees to do such further acts and things and to execute and deliver to the Pledgee such additional conveyances, assignments, agreements and instruments as the Pledgee may reasonably require or deem advisable to carry into effect the purposes of this Agreement or to further assure and confirm unto the Pledgee its rights, powers and remedies hereunder or thereunder.

Further Assurances; Power of Attorney. (a) Each The Pledgor agrees that it will join with the Pledgee in executing and, at such the Pledgor’s 's own expense, file and refile under the UCC or other applicable law such financing statements, continuation statements and other documents, in form reasonably acceptable to the Pledgee, in such filing offices as the Pledgee (acting on its own or on the instructions of the Required Secured Creditors) may be reasonably deem necessary or appropriate (to the extent not inconsistent with the Intercreditor Agreement) and wherever required or permitted by law in order to perfect and preserve the Pledgee’s 's security interest in the Collateral hereunder and hereby authorizes the Pledgee to file financing statements and amendments thereto relative to all or any part of the Collateral (including, without limitation, (x) financing statements which list the Collateral specifically and/or “"all assets” " as collateralcollateral and (y) "in lieu of" financing statements) without the signature of such the Pledgor where permitted by law, and agrees to do such further acts and things and to execute and deliver to the Pledgee such additional conveyances, assignments, agreements and instruments as the Pledgee may reasonably require or deem advisable to carry into effect the purposes of this Agreement or to further assure and confirm unto the Pledgee its rights, powers and remedies hereunder or thereunder.

Further Assurances; Power of Attorney. (a) Each Pledgor agrees that it will join with the Pledgee in executing and, at such Pledgor’s own expense, file and refile under deliver to the UCC or other applicable law Pledgee such financing statements, continuation statements and other documents, in form reasonably acceptable to the Pledgee, in such offices as the Pledgee (acting on its own or on the instructions of (i) at any time that the First Lien Intercreditor Agreement is not in effect, the Required Credit Agreement Secured Creditors or (ii) at any time that the First Lien Intercreditor Agreement is in effect, the Applicable Authorized Representative as provided in the First Lien Intercreditor Agreement (provided that if the Applicable Authorized Representative is the Administrative Agent, the Administrative Agent shall act upon the instructions of the Required Credit Agreement Secured Creditors)) may reasonably deem necessary or appropriate and wherever required or permitted by law in order to perfect and preserve the Pledgee’s security interest in the Collateral hereunder and hereby authorizes the Pledgee to file financing statements and amendments thereto relative to all or any part of the Collateral (including, without limitation, (x) financing statements which list the Collateral specifically and/or “all assets” as collateralcollateral and (y) “in lieu of” financing statements) without the signature of such Pledgor where permitted by law, and agrees to do such further acts and things and to execute and deliver to the Pledgee such additional conveyances, assignments, agreements and instruments as the Pledgee may reasonably require or deem advisable to carry into effect the purposes of this Agreement or to further assure and confirm unto the Pledgee its rights, powers and remedies hereunder or thereunder.

Further Assurances; Power of Attorney. (a) Each Pledgor agrees that it will join with the Pledgee in executing and, at such Pledgor’s own expense, file and refile under the UCC or other applicable law such financing statements, continuation statements and other documents, in form reasonably acceptable to the Pledgee, in such offices as the Pledgee (acting on its own or on the instructions of the Required Secured Creditors) may reasonably deem necessary or appropriate and wherever required or permitted by law in order to perfect and preserve perfect, preserve, confirm or validate the Pledgee’s security interest in the Collateral hereunder and hereby authorizes the Pledgee to file financing statements and amendments thereto relative to all or any part of the Collateral (including, without limitation, financing statements which list the Collateral specifically and/or “all assets” or similar description, as collateral) without the signature of such Pledgor where permitted by law, and agrees to do such further acts and things and to execute and deliver to the Pledgee such additional conveyances, assignments, agreements and instruments as the Pledgee may reasonably require or deem advisable to carry into effect the purposes of this Agreement or to further assure and confirm unto the Pledgee and enable the Pledgee to exercise and enforce any of its rights, powers and remedies hereunder or thereunder.

Further Assurances; Power of Attorney. (a) Each Pledgor agrees that that, at the reasonable request of Pledgee, it will join with the Pledgee in executing and, at such Pledgor’s own expense, file and refile under the UCC or other applicable law such financing statements, continuation statements and other documents, in form reasonably acceptable to the Pledgee, in such offices as the Pledgee (acting on its own or on the instructions of the Required Secured Creditors) may reasonably deem necessary or appropriate and wherever required or permitted by law in order to perfect and preserve the Pledgee’s security interest in the Collateral hereunder and hereby authorizes the Pledgee to file financing statements and amendments thereto relative to all or any part of the Collateral (including, without limitation, (x) financing statements which list the Collateral specifically and/or “all assets” as collateralcollateral and (y) “in lieu of financing statements) without the signature of such Pledgor where permitted by law, and agrees to do such further acts and things and to execute and deliver to the Pledgee such additional conveyances, assignments, agreements and instruments as the Pledgee may reasonably require or deem deem, in its reasonable opinion, advisable to carry into effect the purposes of this Agreement or to further assure and confirm unto the Pledgee its rights, powers and remedies hereunder or thereunder.

Further Assurances; Power of Attorney. (a) Each Pledgor agrees that it will join with the Pledgee in executing and, at such Pledgor’s 's own expense, file and refile under the UCC or other applicable law Uniform Commercial Code such financing statements, continuation statements and other documents, in form reasonably acceptable to the Pledgee, documents in such offices as the Pledgee (acting on its own or on the instructions of the Required Secured CreditorsLenders) may reasonably deem necessary or appropriate and wherever required or permitted by law in order to perfect and preserve the Pledgee’s 's security interest in the Collateral hereunder and hereby authorizes the Pledgee to file financing statements and amendments thereto relative to all or any part of the Collateral (including, without limitation, financing statements which list the Collateral specifically and/or “all assets” as collateral) without the signature of such Pledgor where permitted by law, and agrees to do such further acts and things and to execute and deliver to the Pledgee such additional conveyances, assignments, agreements and instruments as the Pledgee may reasonably require or deem advisable to carry into effect the purposes of this Agreement or to further assure and confirm unto the Pledgee its rights, powers and remedies hereunder or thereunder. Each Pledgor hereby authorizes the Collateral Agent to file any such financing statements without the signature of such Pledgor where permitted by law (and such authorization includes describing the collateral as "all assets" of such Pledgor).

Further Assurances; Power of Attorney. (a) Each Pledgor agrees that it will join with the Pledgee in executing andwill, at such PledgorXxxxxxx’s own expense, file and refile refile, or cause to be filed or refiled, under the UCC or other applicable law such financing statements, continuation statements and other documents, in form reasonably acceptable to the Pledgee, in such offices as the Pledgee (acting on its own or on the instructions of the Required Secured CreditorsLenders) may reasonably deem necessary or appropriate and wherever required or permitted by law in order to perfect and preserve the Pledgee’s security interest in the Collateral hereunder and hereby authorizes the Pledgee to file financing statements and amendments thereto relative to all or any part of the Collateral (including, without limitation, financing statements which list the Collateral specifically and/or “all assets” as collateral) without the signature of such Pledgor where permitted by law, in such offices as the Pledgee may reasonably deem necessary or advisable or wherever required or permitted by law in order to perfect and preserve the Pledgee’s security interest in the Collateral hereunder and agrees to do such further acts and things and to execute and deliver to the Pledgee such additional conveyances, assignments, agreements and instruments as the Pledgee may reasonably require or deem advisable to carry into effect the purposes of this Agreement or to further assure and confirm unto the Pledgee its rights, powers and remedies hereunder or thereunder.

Further Assurances; Power of Attorney. (a) Each Pledgor agrees that it will join with the Pledgee in executing authorizing or executing, as applicable, and, at such Pledgor’s own expense, file and refile under the UCC or other applicable law such financing statements, continuation statements and other documents, in form reasonably acceptable to the Pledgee, in such offices as the Pledgee (acting on its own or on the instructions of the Required Secured Creditors) may reasonably deem necessary or appropriate (to the extent not inconsistent with the Intercreditor Agreement) and wherever required or permitted by law in order to perfect and preserve the Pledgee’s security interest in the Collateral hereunder and hereby authorizes the Pledgee to file financing statements and amendments thereto relative to all or any part of the Collateral (including, without limitation, financing statements which list the Collateral specifically and/or “all assets” as collateral) without the signature of such Pledgor where permitted by law, and agrees to do such further acts and things and to execute and deliver to the Pledgee such additional conveyances, assignments, agreements and instruments as the Pledgee may reasonably require or deem advisable to carry into effect the purposes of this Agreement or to further assure and confirm unto the Pledgee its rights, powers and remedies hereunder or thereunder.

Further Assurances; Power of Attorney. (aii) Each Pledgor agrees that it will join with At any time and from time to time, upon the Pledgee in executing and, at such Pledgor’s own expense, file and refile under the UCC or other applicable law such financing statements, continuation statements and other documents, in form reasonably acceptable to written request of the Pledgee, in and at the sole expense of the Pledgor, the Pledgor will promptly and duly execute and deliver any and all such offices further instruments and documents and take such further action as the Pledgee (acting on its own or on the instructions of the Required Secured Creditors) reasonably may reasonably deem necessary or appropriate and wherever required or permitted by law in order to perfect and preserve the Pledgee’s 's security interest in the Collateral hereunder and in order for the Pledgee to obtain the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, the filing of any financing or continuation statements under the Uniform Commercial Code in effect in any jurisdiction and the filing of any other equivalent or similar statement or document under any other applicable Law with any other applicable Governmental Authority with respect to the security interests granted hereby. The Pledgor also hereby authorizes the Pledgee to file any such financing statements and amendments thereto relative to all or any part of the Collateral (including, without limitation, financing statements which list the Collateral specifically and/or “all assets” as collateral) continuation statement without the signature of such the Pledgor where to the extent permitted by lawapplicable Law. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note or other instrument, such note or instrument shall be immediately delivered to the Pledgee and agrees pledged to do the Pledgee hereunder, duly endorsed, to the extent necessary, to the Pledgee. (b) The Pledgor hereby appoints the Pledgee such further acts Pledgor's attorney- in-fact, with full authority in the place and things stead of the Pledgor and in the name of the Pledgor or otherwise, to act from time to time, solely after the occurrence and during the continuance of an Event of Default and subject to the Credit Agreement, in the Pledgee's reasonable discretion to take any action and to execute and deliver to the Pledgee such additional conveyances, assignments, agreements and instruments as any instrument which the Pledgee may deem reasonably require necessary or deem advisable to carry into effect accomplish the purposes of this Agreement or to further assure and confirm unto the Pledgee its rights, powers and remedies hereunder or thereunderAgreement. 14. [OMITTED] 15.

Further Assurances; Power of Attorney. (a) Each Pledgor agrees that it will join with the Pledgee in executing any encumbrance or assurance and, at such Pledgor’s own expense, if necessary, file and refile under the UCC or any other applicable law such financing statements, continuation statements and other documents, in form reasonably acceptable to the Pledgee, in such offices as the Pledgee (acting on its own or on the instructions of the Required Secured Creditors) may reasonably deem necessary or appropriate appropriate, and wherever required or permitted by law in order to perfect and preserve the Pledgee’s security interest in the Collateral hereunder and hereby authorizes the Pledgee to file financing statements and amendments thereto relative to all or any part of the Collateral (including, without limitation, (x) financing statements which list the Collateral specifically and/or “all assets” as collateral) without the signature of such Pledgor where permitted by law, and agrees to do such further acts and things and to execute and deliver to the Pledgee such additional conveyances, assignments, agreements and instruments as the Pledgee may reasonably require or deem advisable to carry into effect the purposes of this Agreement or to further assure and confirm unto the Pledgee its rights, powers and remedies hereunder or thereunder.

Further Assurances; Power of Attorney. (ae) Each Pledgor agrees that it will join with At any time and from time to time, upon the Pledgee in executing and, at such Pledgor’s own expense, file and refile under the UCC or other applicable law such financing statements, continuation statements and other documents, in form reasonably acceptable to written request of the Pledgee, in and at the sole expense of the Pledgor, the Pledgor will promptly and duly execute and deliver any and all such offices further instruments and documents and take such further action as the Pledgee (acting on its own or on the instructions of the Required Secured Creditors) reasonably may reasonably deem necessary or appropriate and wherever required or permitted by law in order to perfect and preserve the Pledgee’s 's security interest in the Collateral hereunder and in order for the Pledgee to obtain the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, the filing of any financing or continuation statements under the Uniform Commercial Code in effect in any jurisdiction and the filing of any other equivalent or similar statement or document under any other applicable Law with any other applicable Governmental Authority with respect to the security interests granted hereby. The Pledgor also hereby authorizes the Pledgee to file any such financing statements and amendments thereto relative to all or any part of the Collateral (including, without limitation, financing statements which list the Collateral specifically and/or “all assets” as collateral) continuation statement without the signature of such the Pledgor where to the extent permitted by lawapplicable Law. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note or other instrument, and agrees to do such further acts and things and to execute and deliver note or instrument shall be immediately delivered to the Pledgee such additional conveyances, assignments, agreements and instruments as pledged to the Pledgee may reasonably require hereunder, duly endorsed, to the extent necessary, to the Pledgee. The Pledgor shall not change its name, identity, principal place of business or deem advisable to carry into effect place of organization in any manner unless the purposes of this Agreement or to further assure and confirm unto Pledgor shall have given the Pledgee its rightsat least sixty (60) days' prior written notice thereof and shall have taken, powers at the Pledgor's sole expense, all action necessary or reasonably requested by the Pledgee in order to continue the perfection and remedies hereunder or thereunderpriority of the security interests in the Collateral intended to be created by this Agreement.