Common use of Power of Attorney; Financing Statements Clause in Contracts

Power of Attorney; Financing Statements. The Assignee, its successors and assigns, are hereby constituted lawful attorneys, irrevocably, with full power (in the name of the Assignor or otherwise) (such power of attorney becoming operative only upon the occurrence and continuance of an Event of Default and the issuance of notice thereof to the Assignor) to ask, require, demand, receive, compound and give acquittance for any and all moneys and claims for moneys due and to become due under or arising out of said Insurances, to endorse any check or other instruments or orders in connection therewith and to file any claims or take any action or institute any proceedings which the Assignee may deem to be necessary or advisable in the premises. Any action or proceeding brought by the Assignee pursuant to any of the provisions hereof or of said Insurances or otherwise, and any claim made by the Assignee hereunder or under said Insurances, may be compromised, withdrawn or otherwise dealt with by the Assignee without any notice to, or approval of, the Assignor. The Assignor hereby (a) irrevocably authorizes the Assignee, at the Assignor’s expense, (i) to file, at any time and from time to time, this Assignment and/or such financing and continuation statements or papers of similar purpose or effect relating to this Assignment for the purpose of perfecting the Assignee’s security interests granted under this Assignment in any relevant jurisdiction, without the Assignor’s signature, to the extent permitted by law in any relevant jurisdiction, as the Assignee at its option may deem reasonably appropriate and (ii) to file, upon request by the Co-Issuers or the Assignee, all lien releases, including, without limitation, financing statement amendments or papers of similar purpose, without the Assignor’s signature, to the extent permitted by law in any relevant jurisdiction, that are necessary to release security interests conferred hereby which are to be released in connection with the termination of this Assignment pursuant to Section 11 hereof and (b) appoints the Assignee as the Assignor’s attorney-in-fact to execute any such statements in the Assignor’s name and to perform all other acts which the Assignee may deem appropriate to perfect, continue and release the security interests conferred hereby in any relevant jurisdiction.

Power of Attorney; Financing Statements. The Subject and subordinate always to the prior rights of the First Assignee under the First Assignment and the Second Assignee under the Second Assignment, the Assignee, its successors and permitted assigns, are hereby constituted lawful attorneys, irrevocably, with full power (in the name of the Assignor or otherwise) (such power of attorney becoming operative only upon the occurrence and continuance of an Event of Default and the issuance of notice thereof to the Assignor) to ask, require, demand, receive, compound and give acquittance for any and all moneys and claims for moneys due and to become due under or arising out of said the Insurances, to endorse any check or other instruments or orders in connection therewith and to file any claims or take any action or institute any proceedings which the Assignee may deem to be necessary or advisable in the premises. Any action or proceeding brought by the Assignee pursuant to any of the provisions hereof or of said the Insurances or otherwise, and any claim made by the Assignee hereunder or under said the Insurances, may be compromised, withdrawn or otherwise dealt with by the Assignee without any notice to, or approval ofapproval, of the Assignor. The Subject and subordinate always to the prior rights of the First Assignee under the First Assignment and the Second Assignee under the Second Assignment, the Assignor hereby (a) irrevocably authorizes the Assignee, at the Assignor’s expense, (i) to file, at any time and from time to time, this Assignment and/or such financing and continuation statements or perfection papers of similar purpose or effect relating to this Assignment for the purpose of perfecting the Assignee’s security interests granted under this Assignment in any relevant jurisdictionAssignment, without the Assignor’s signature, to the extent permitted by law in any relevant jurisdiction, as the Assignee at its option may deem reasonably appropriate and (ii) to file, upon request by the Co-Issuers or the Assignee, all lien releases, including, without limitation, financing statement amendments or papers of similar purpose, without the Assignor’s signature, to the extent permitted by law in any relevant jurisdiction, that are necessary to release security interests conferred hereby which are to be released in connection with the termination of this Assignment pursuant to Section 11 hereof and (b) appoints the Assignee as the Assignor’s attorney-in-fact to execute any such statements in the Assignor’s name and to perform all other acts which the Assignee may deem appropriate to perfect, perfect and continue and release the security interests conferred hereby in any relevant jurisdictionhereby. Notwithstanding the foregoing authorization and appointment, Assignor shall at its own expense file all financing and continuation statements or perfection papers of similar purpose or effect and give such notices relating to this Assignment, and perform all other acts, necessary or appropriate to perfect and continue the security interest conferred hereby.

Power of Attorney; Financing Statements. The Subject and subordinate always to the prior rights of the First Assignee under the First Assignment and the Second Assignee under the Second Assignment, the Assignee, its successors and permitted assigns, are hereby constituted lawful attorneys, irrevocably, with full power (in the name of the such Assignor or otherwise) (such power of attorney becoming operative only upon the occurrence and continuance of an Event of Default and the issuance of notice thereof to the Assignor) to ask, require, demand, receive, compound and give acquittance for any and all moneys and claims for moneys due and to become due under or arising out of said the Insurances, to endorse any check or other instruments or orders in connection therewith and to file any claims or take any action or institute any proceedings which the Assignee may deem to be necessary or advisable in the premises. Any action or proceeding brought by the Assignee pursuant to any of the provisions hereof or of said the Insurances or otherwise, and any claim made by the Assignee hereunder or under said the Insurances, may be compromised, withdrawn or otherwise dealt with by the Assignee without any notice to, or approval ofapproval, the of such Assignor. The Subject and subordinate always to the prior rights of the First Assignee under the First Assignment and the Second Assignee under the Second Assignment, each such Assignor hereby (a) irrevocably authorizes the Assignee, at the such Assignor’s expense, (i) to file, at any time and from time to time, this Assignment and/or such financing and continuation statements or perfection papers of similar purpose or effect relating to this Assignment for the purpose of perfecting the Assignee’s security interests granted under this Assignment in any relevant jurisdictionAssignment, without the such Assignor’s signature, to the extent permitted by law in any relevant jurisdiction, as the Assignee at its option may deem reasonably appropriate and (ii) to file, upon request by the Co-Issuers or the Assignee, all lien releases, including, without limitation, financing statement amendments or papers of similar purpose, without the Assignor’s signature, to the extent permitted by law in any relevant jurisdiction, that are necessary to release security interests conferred hereby which are to be released in connection with the termination of this Assignment pursuant to Section 11 hereof and (b) appoints the Assignee as the Assignor’s attorney-in-fact to execute any such statements in the Assignor’s name and to perform all other acts which the Assignee may deem appropriate to perfect, perfect and continue and release the security interests conferred hereby in any relevant jurisdictionhereby. Notwithstanding the foregoing authorization and appointment, each such Assignor shall at their own expense file all financing and continuation statements or perfection papers of similar purpose or effect and give such notices relating to this Assignment, and perform all other acts, necessary or appropriate to perfect and continue the security interest conferred hereby.

Power of Attorney; Financing Statements. The Subject and subordinate always to the prior rights of the First Assignee under the First Assignment, the Assignee, its successors and permitted assigns, are hereby constituted lawful attorneys, irrevocably, with full power (in the name of the Assignor or otherwise) (such power of attorney becoming operative only upon the occurrence and continuance of an Event of Default and the issuance of notice thereof to the Assignor) to ask, require, demand, receive, compound and give acquittance for any and all moneys and claims for moneys due and to become due under or arising out of said the Insurances, to endorse any check or other instruments or orders in connection therewith and to file any claims or take any action or institute any proceedings which the Assignee may deem to be necessary or advisable in the premises. Any action or proceeding brought by the Assignee pursuant to any of the provisions hereof or of said the Insurances or otherwise, and any claim made by the Assignee hereunder or under said the Insurances, may be compromised, withdrawn or otherwise dealt with by the Assignee without any notice to, or approval ofapproval, of the Assignor. The Subject and subordinate always to the prior rights of the First Assignee under the First Assignment, the Assignor hereby (a) irrevocably authorizes the Assignee, at the Assignor’s expense, (i) to file, at any time and from time to time, this Assignment and/or such financing and continuation statements or perfection papers of similar purpose or effect relating to this Assignment for the purpose of perfecting the Assignee’s security interests granted under this Assignment in any relevant jurisdictionAssignment, without the Assignor’s signature, to the extent permitted by law in any relevant jurisdiction, as the Assignee at its option may deem reasonably appropriate and (ii) to file, upon request by the Co-Issuers or the Assignee, all lien releases, including, without limitation, financing statement amendments or papers of similar purpose, without the Assignor’s signature, to the extent permitted by law in any relevant jurisdiction, that are necessary to release security interests conferred hereby which are to be released in connection with the termination of this Assignment pursuant to Section 11 hereof and (b) appoints the Assignee as the Assignor’s attorney-in-fact to execute any such statements in the Assignor’s name and to perform all other acts which the Assignee may deem appropriate to perfect, perfect and continue and release the security interests conferred hereby in any relevant jurisdictionhereby. Notwithstanding the foregoing authorization and appointment, Assignor shall at its own expense file all financing and continuation statements or perfection papers of similar purpose or effect and give such notices relating to this Assignment, and perform all other acts, necessary or appropriate to perfect and continue the security interest conferred hereby.

Power of Attorney; Financing Statements. The Subject and subordinate always to the prior rights of the First Assignee under the First Assignment, the Assignee, its successors and permitted assigns, are hereby constituted lawful attorneys, irrevocably, with full power (in the name of the such Assignor or otherwise) (such power of attorney becoming operative only upon the occurrence and continuance of an Event of Default and the issuance of notice thereof to the Assignor) to ask, require, demand, receive, compound and give acquittance for any and all moneys and claims for moneys due and to become due under or arising out of said the Insurances, to endorse any check or other instruments or orders in connection therewith and to file any claims or take any action or institute any proceedings which the Assignee may deem to be necessary or advisable in the premises. Any action or proceeding brought by the Assignee pursuant to any of the provisions hereof or of said the Insurances or otherwise, and any claim made by the Assignee hereunder or under said the Insurances, may be compromised, withdrawn or otherwise dealt with by the Assignee without any notice to, or approval ofapproval, the of such Assignor. The Subject and subordinate always to the prior rights of the First Assignee under the First Assignment, each such Assignor hereby (a) irrevocably authorizes the Assignee, at the such Assignor’s expense, (i) to file, at any time and from time to time, this Assignment and/or such financing and continuation statements or perfection papers of similar purpose or effect relating to this Assignment for the purpose of perfecting the Assignee’s security interests granted under this Assignment in any relevant jurisdictionAssignment, without the such Assignor’s signature, to the extent permitted by law in any relevant jurisdiction, as the Assignee at its option may deem reasonably appropriate and (ii) to file, upon request by the Co-Issuers or the Assignee, all lien releases, including, without limitation, financing statement amendments or papers of similar purpose, without the Assignor’s signature, to the extent permitted by law in any relevant jurisdiction, that are necessary to release security interests conferred hereby which are to be released in connection with the termination of this Assignment pursuant to Section 11 hereof and (b) appoints the Assignee as the Assignor’s attorney-in-fact to execute any such statements in the Assignor’s name and to perform all other acts which the Assignee may deem appropriate to perfect, perfect and continue and release the security interests conferred hereby in any relevant jurisdictionhereby. Notwithstanding the foregoing authorization and appointment, each such Assignor shall at their own expense file all financing and continuation statements or perfection papers of similar purpose or effect and give such notices relating to this Assignment, and perform all other acts, necessary or appropriate to perfect and continue the security interest conferred hereby.

Power of Attorney; Financing Statements. The Assignee, its successors and assigns, are hereby constituted lawful attorneys, irrevocably, with full power (in the name of the Assignor or otherwise) (such power of attorney becoming operative only upon the occurrence and continuance of an Event of Default and the issuance of notice thereof to the Assignor) to ask, require, demand, receive, compound and give acquittance for any and all moneys and claims for moneys due and to become due under or arising out of said the Insurances, to endorse any check or other instruments or orders in connection therewith and to file any claims or take any action or institute any proceedings which the Assignee may deem to be necessary or advisable in the premises. Any action or proceeding brought by the Assignee pursuant to any of the provisions hereof or of said the Insurances or otherwise, and any claim made by the Assignee hereunder or under said the Insurances, may be compromised, withdrawn or otherwise dealt with by the Assignee without any notice to, or approval of, of the Assignor. The Assignor hereby (a) irrevocably authorizes the Assignee, at the Assignor’s expense, (i) to file, at any time and from time to time, this Assignment and/or such financing and continuation statements or papers of similar purpose or effect relating to this Assignment for the purpose of perfecting the Assignee’s security interests granted under this Assignment in any relevant jurisdictionAssignment, without the Assignor’s signature, to the extent permitted by law in any relevant jurisdiction, as the Assignee at its option may deem reasonably appropriate and (ii) to file, upon request by the Co-Issuers or the Assignee, all lien releases, including, without limitation, financing statement amendments or papers of similar purpose, without the Assignor’s signature, to the extent permitted by law in any relevant jurisdiction, that are necessary to release security interests conferred hereby which are to be released in connection with the termination of this Assignment pursuant to Section 11 hereof and (b) appoints the Assignee as the Assignor’s attorney-in-fact to execute any such statements in the Assignor’s name and to perform all other acts which the Assignee may deem appropriate to perfect, perfect and continue and release the security interests conferred hereby in any relevant jurisdictionhereby.

Power of Attorney; Financing Statements. The Assignee, its successors and permitted assigns, are hereby constituted lawful attorneys, irrevocably, with full power (in the name of the such Assignor or otherwise) (such power of attorney becoming operative only upon the occurrence and continuance of an Event of Default and the issuance of notice thereof to the Assignor) to ask, require, demand, receive, compound and give acquittance for any and all moneys and claims for moneys due and to become due under or arising out of said the Insurances, to endorse any check or other instruments or orders in connection therewith and to file any claims or take any action or institute any proceedings which the Assignee may deem to be necessary or advisable in the premises. Any action or proceeding brought by the Assignee pursuant to any of the provisions hereof or of said the Insurances or otherwise, and any claim made by the Assignee hereunder or under said the Insurances, may be compromised, withdrawn or otherwise dealt with by the Assignee without any notice to, or approval ofapproval, the of such Assignor. The Each such Assignor hereby (a) irrevocably authorizes the Assignee, at the such Assignor’s expense, (i) to file, at any time and from time to time, this Assignment and/or such financing and continuation statements or perfection papers of similar purpose or effect relating to this Assignment for the purpose of perfecting the Assignee’s security interests granted under this Assignment in any relevant jurisdictionAssignment, without the such Assignor’s signature, to the extent permitted by law in any relevant jurisdiction, as the Assignee at its option may deem reasonably appropriate and (ii) to file, upon request by the Co-Issuers or the Assignee, all lien releases, including, without limitation, financing statement amendments or papers of similar purpose, without the Assignor’s signature, to the extent permitted by law in any relevant jurisdiction, that are necessary to release security interests conferred hereby which are to be released in connection with the termination of this Assignment pursuant to Section 11 hereof and (b) appoints the Assignee as the Assignor’s attorney-in-fact to execute any such statements in the Assignor’s name and to perform all other acts which the Assignee may deem appropriate to perfect, perfect and continue and release the security interests conferred hereby in any relevant jurisdictionhereby. Notwithstanding the foregoing authorization and appointment, each such Assignor shall at their own expense file all financing and continuation statements or perfection papers of similar purpose or effect and give such notices relating to this Assignment, and perform all other acts, necessary or appropriate to perfect and continue the security interest conferred hereby.

Power of Attorney; Financing Statements. The Assignee, its successors and permitted assigns, are hereby constituted lawful attorneys, irrevocably, with full power (in the name of the Assignor or otherwise) (such power of attorney becoming operative only upon the occurrence and continuance of an Event of Default and the issuance of notice thereof to the Assignor) to ask, require, demand, receive, compound and give acquittance for any and all moneys and claims for moneys due and to become due under or arising out of said the Insurances, to endorse any check or other instruments or orders in connection therewith and to file any claims or take any action or institute any proceedings which the Assignee may deem to be necessary or advisable in the premises. Any action or proceeding brought by the Assignee pursuant to any of the provisions hereof or of said the Insurances or otherwise, and any claim made by the Assignee hereunder or under said the Insurances, may be compromised, withdrawn or otherwise dealt with by the Assignee without any notice to, or approval ofapproval, of the Assignor. The Assignor hereby (a) irrevocably authorizes the Assignee, at the Assignor’s expense, (i) to file, at any time and from time to time, this Assignment and/or such financing and continuation statements or perfection papers of similar purpose or effect relating to this Assignment for the purpose of perfecting the Assignee’s security interests granted under this Assignment in any relevant jurisdictionAssignment, without the Assignor’s signature, to the extent permitted by law in any relevant jurisdiction, as the Assignee at its option may deem reasonably appropriate and (ii) to file, upon request by the Co-Issuers or the Assignee, all lien releases, including, without limitation, financing statement amendments or papers of similar purpose, without the Assignor’s signature, to the extent permitted by law in any relevant jurisdiction, that are necessary to release security interests conferred hereby which are to be released in connection with the termination of this Assignment pursuant to Section 11 hereof and (b) appoints the Assignee as the Assignor’s attorney-in-fact to execute any such statements in the Assignor’s name and to perform all other acts which the Assignee may deem appropriate to perfect, perfect and continue and release the security interests conferred hereby in any relevant jurisdictionhereby. Notwithstanding the foregoing authorization and appointment, Assignor shall at its own expense file all financing and continuation statements or perfection papers of similar purpose or effect and give such notices relating to this Assignment, and perform all other acts, necessary or appropriate to perfect and continue the security interest conferred hereby.

Power of Attorney; Financing Statements. The Assignee, its successors and assigns, are Assignee is hereby constituted the lawful attorneysattorney-in-fact of the Assignor, irrevocably, with full power (in the name of the Assignor or otherwise) (such power of attorney becoming operative only upon the occurrence and continuance of an Event of Default and the issuance of notice thereof to the Assignor) , to ask, require, demand, receive, compound and give acquittance for any and all moneys and claims for moneys due and to become due under or arising out of said the Insurances, to endorse any check or other instruments or orders in connection therewith and to file any claims or take any action or institute any proceedings which the Assignee may deem to be necessary or advisable in the premises. Any action or proceeding brought by the Assignee pursuant to any of the provisions hereof or of said the Insurances or otherwise, and any claim made by the Assignee hereunder or under said the Insurances, may be compromised, withdrawn or otherwise dealt with by the Assignee without any notice to, or approval of, the Assignor. The Assignee agrees to exercise its powers as attorney-in-fact only if an Event of Default shall have occurred and be continuing under the Credit Agreement. However if an Event of Default shall have occurred and be continuing, the Assignee may take or refrain from taking any of the foregoing actions or any other action permitted by applicable law that it believes advisable in its sole discretion. Notwithstanding the power of attorney contained herein, the Assignor shall remain fully liable to perform all of the obligations under the Insurances or under any Finance Document. The Assignor hereby (a) irrevocably authorizes the Assignee, at the such Assignor’s expense, (i) to file, at any time and from time to time, this Assignment and/or such financing and continuation statements or papers of similar purpose or effect relating to this Assignment for the purpose or any insurances or claims arising out of perfecting the Assignee’s security interests granted under this Assignment in any relevant jurisdictioninsurances, without the such Assignor’s signature, to the extent permitted by law in any relevant jurisdiction, as the Assignee at its option may deem reasonably appropriate appropriate, and (ii) to file, upon request by the Co-Issuers or the Assignee, all lien releases, including, without limitation, financing statement amendments or papers of similar purpose, without the Assignor’s signature, to the extent permitted by law in any relevant jurisdiction, that are necessary to release security interests conferred hereby which are to be released in connection with the termination of this Assignment pursuant to Section 11 hereof and (b) appoints the Assignee as the such Assignor’s attorney-in-fact to execute any such statements statement in the such Assignor’s name and to perform all other acts which the Assignee may deem appropriate to perfect, perfect and continue and release the security interests conferred hereby in any relevant jurisdictionhereby.

Power of Attorney; Financing Statements. The Assignee, its successors and assigns, are hereby constituted lawful attorneys, irrevocably, with full power (in the name of the Assignor or otherwise) (such power of attorney becoming operative only upon the occurrence and continuance of an Event of Default and the issuance of notice thereof to the Assignor) to ask, require, demand, receive, compound and give acquittance for any and all moneys and claims for moneys due and to become due under or arising out of said Insurances, to endorse any check or other instruments or orders in connection therewith and to file any claims or take any action or institute any proceedings which the Assignee may deem to be necessary or advisable in the premises. Any action or proceeding brought by the Assignee pursuant to any of the provisions hereof or of said Insurances or otherwise, and any claim made by the Assignee hereunder or under said Insurances, may be compromised, withdrawn or otherwise dealt with by the Assignee without any notice to, or approval of, the Assignor. The Assignor hereby (a) irrevocably authorizes the Assignee, at the Assignor’s expense, (i) to file, at any time and from time to time, this Assignment and/or such financing and continuation statements or papers of similar purpose or effect relating to this Assignment for the purpose of perfecting the Assignee’s security interests granted under this Assignment in any relevant jurisdictionAssignment, without the Assignor’s signature, to the extent permitted by law in any relevant jurisdictionlaw, as the Assignee at its option may deem reasonably appropriate and (ii) to file, upon request by the Co-Issuers or the Assignee, all lien releases, including, without limitation, financing financings statement amendments or papers of similar purposeamendments, without the Assignor’s signature, to the extent permitted by law in any relevant jurisdictionlaw, that are necessary to release security interests conferred hereby which are to be released in connection with the termination of this Assignment pursuant to Section 11 hereof and (b) appoints the Assignee as the Assignor’s attorney-in-fact to execute any such statements in the Assignor’s name and to perform all other acts which the Assignee may deem appropriate to perfect, continue and release the security interests conferred hereby in any relevant jurisdictionhereby.

Power of Attorney; Financing Statements. The Assignee, its successors and permitted assigns, are hereby constituted lawful attorneys, irrevocablyirrevocably and coupled with an interest, with full power (in the name of the Assignor or otherwise) (such power of attorney becoming operative only upon the occurrence and continuance of an Event of Default and the issuance of notice thereof to the Assignor) to ask, require, demand, receive, compound and give acquittance for any and all moneys and claims for moneys due and to become due under or arising out of said the Insurances, to endorse any check or other instruments or orders in connection therewith and to file any claims or take any action or institute any Exhibit C — Form of Assignment of Insurance Page 2 of 8 proceedings which the Assignee may deem to be necessary or advisable in the premises, subject, where applicable, to the terms of Section 5.04(d)(iv) of the Credit Agreement. Any action or proceeding brought by the Assignee pursuant to any of the provisions hereof or of said the Insurances or otherwise, and any claim made by the Assignee hereunder or under said the Insurances, may be compromised, withdrawn or otherwise dealt with by the Assignee without any notice to, or approval of, of the AssignorAssignor if an Event of Default has occurred and is continuing. The Assignor hereby (a) irrevocably authorizes the Assignee, at the Assignor’s expense, (i) to file, at any time and from time to time, this Assignment and/or such financing and continuation statements or papers of similar purpose or effect relating to this Assignment for the purpose of perfecting the Assignee’s security interests granted under this Assignment in any relevant jurisdictionAssignment, without the Assignor’s signature, to the extent permitted by law in any relevant jurisdiction, as the Assignee at its option may deem reasonably appropriate and (ii) to file, upon request by the Co-Issuers or the Assignee, all lien releases, including, without limitation, financing statement amendments or papers of similar purpose, without the Assignor’s signature, to the extent permitted by law in any relevant jurisdiction, that are necessary to release security interests conferred hereby which are to be released in connection with the termination of this Assignment pursuant to Section 11 hereof and (b) appoints the Assignee as the Assignor’s attorney-in-fact to execute any such statements in the Assignor’s name and to perform all other acts which the Assignee may deem appropriate to perfect, perfect and continue and release the security interests conferred hereby in any relevant jurisdictionhereby.

Power of Attorney; Financing Statements. The Assignee, its successors and assigns, are Assignee is hereby constituted the lawful attorneysattorney, irrevocably, with full power (in the name of the respective Assignor or otherwise) (such power of attorney becoming operative only upon the occurrence and continuance of if an Event of Default has occurred and the issuance of notice thereof to the Assignor) is continuing to ask, require, demand, receive, compound and give acquittance for any and all moneys and claims for moneys due and to become due under or arising out of said the Insurances, to endorse any check or other instruments or orders in connection therewith and to file any claims or take any action or institute any proceedings which the Assignee may deem to be necessary or advisable in the premises. Any action or proceeding brought by the Assignee pursuant to any of the provisions hereof or of said Insurances or otherwisethe Insurances, and any claim made by the Assignee hereunder or under said the Insurances, may be compromised, withdrawn or otherwise dealt with by the Assignee without any notice to, or approval of, the AssignorAssignors if an Event of Default has occurred and is continuing. The Each Assignor hereby (a) irrevocably authorizes the Assignee, at the Assignor’s Assignors' expense, (i) to file, at any time and from time to time, this Assignment and/or such financing and continuation statements or papers of similar purpose or effect relating to this Assignment for the purpose of perfecting the Assignee’s security interests granted under this Assignment in any relevant jurisdictionAssignment, without the any Assignor’s 's signature, to the extent permitted by law in any relevant jurisdiction, as the Assignee at its option may deem reasonably appropriate and (ii) to file, upon request by the Co-Issuers or the Assignee, all lien releases, including, without limitation, financing statement amendments or papers of similar purpose, without the Assignor’s signature, to the extent permitted by law in any relevant jurisdiction, that are necessary to release security interests conferred appropriate. Each Assignor hereby which are to be released in connection with the termination of this Assignment pursuant to Section 11 hereof and (b) appoints the Assignee as the Assignor’s its attorney-in-fact to execute any such statements in the such Assignor’s 's name and to perform all other acts which the Assignee may deem appropriate to perfect, perfect and continue and release the security interests conferred hereby in any relevant jurisdictionhereby.

Power of Attorney; Financing Statements. The Assignee, its successors and assigns, are hereby constituted lawful attorneys, irrevocably, with full power (in the name of the Assignor or otherwise) (such power of attorney becoming operative only upon the occurrence and continuance of an Event of Default and the issuance of notice thereof to the Assignor) to ask, require, demand, receive, compound and give acquittance for any and all moneys and claims for moneys due and to become due under or arising out of said Insurances, to endorse any check or other instruments or orders in connection therewith and to file any claims or take any action or institute any proceedings which the Assignee may deem to be necessary or advisable in the premises. Any action or proceeding brought by the Assignee pursuant to any of the provisions hereof or of said Insurances or otherwise, and any claim made by the Assignee hereunder or under said Insurances, may be compromised, withdrawn or otherwise dealt with by the Assignee without any notice to, or approval of, the Assignor. The Assignor hereby (a) irrevocably authorizes the Assignee, at the Assignor’s expense, (i) to file, at any time and from time to time, this Assignment and/or such financing and continuation statements or papers of similar purpose or effect relating to this Assignment for the purpose of perfecting the Assignee’s security interests granted under this Assignment in any relevant jurisdiction, without the Assignor’s signature, to the extent permitted by law in any relevant jurisdiction, as the Assignee at its option may deem reasonably appropriate and (ii) to file, upon request by the Co-Issuers or the Assignee, all lien releases, including, without limitation, financing financings statement amendments or papers of a similar purpose, without the Assignor’s signature, to the extent permitted by law in any relevant jurisdictionlaw, that are necessary to release security interests conferred hereby which are to be released in connection with the termination of this Assignment pursuant to Section 11 hereof and (b) appoints the Assignee as the Assignor’s attorney-in-fact to execute any such statements in the Assignor’s name and to perform all other acts which the Assignee may deem appropriate to perfect, continue and release the security interests conferred hereby in any relevant jurisdiction.

Power of Attorney; Financing Statements. The Assignee, its successors and assigns, are hereby constituted lawful attorneys, irrevocably, with full power (in the name of the Assignor or otherwise) (such power of attorney becoming operative only upon the occurrence and continuance of an Event of Default and the issuance of notice thereof to the Assignor) to ask, require, demand, receive, compound and give acquittance for any and all moneys and claims for moneys due and to become due under or arising out of said Insurances, to endorse any check or other instruments or orders in connection therewith and to file any claims or take any action or institute any proceedings which the Assignee may deem to be necessary or advisable in the premises. Any action or proceeding brought by the Assignee pursuant to any of the provisions hereof or of said Insurances or otherwise, and any claim made by the Assignee hereunder or under said Insurances, may be compromised, withdrawn or otherwise dealt with by the Assignee without any notice to, or approval of, the Assignor. The Assignor hereby (a) irrevocably authorizes the Assignee, at the Assignor’s expense, (i) to file, at any time and from time to time, this Assignment and/or such financing and continuation statements or papers of similar purpose or effect relating to this Assignment for the purpose of perfecting the Assignee’s security interests granted under this Assignment in any relevant jurisdiction, without the Assignor’s signature, to the extent permitted by law in any relevant jurisdiction, as the Assignee at its option may deem reasonably appropriate and (ii) to file, upon request by the Co-Issuers or the Assignee, all lien releases, including, without limitation, financing statement amendments or papers of a similar purpose, without the Assignor’s signature, to the extent permitted by law in any relevant jurisdictionlaw, that are necessary to release security interests conferred hereby which are to be released in connection with the termination of this Assignment pursuant to Section 11 hereof and (b) appoints the Assignee as the Assignor’s attorney-in-fact to execute any such statements in the Assignor’s name and to perform all other acts which the Assignee may deem appropriate to perfect, continue and release the security interests conferred hereby in any relevant jurisdiction. Notwithstanding the foregoing, the Assignor hereby agrees, at its own expense, (a) to file, at any time and from time to time, this Assignment and/or such financing and continuation statements or papers of similar purpose or effect relating to this Assignment for the purpose of perfecting or maintaining the perfection of the Assignee’s security interests granted under this Assignment in any relevant jurisdiction, to the extent permitted by law in any relevant jurisdiction, as may be necessary or as the Assignee may reasonably request and (b) to file, as may be necessary or as the Assignee may reasonably request, all lien releases, including, without limitation, financing statement amendments or papers of a similar purpose, to the extent permitted by law, that are necessary to release security interests conferred hereby which are to be released in connection with the termination of this Assignment pursuant to Section 11 hereof. Nothing herein shall impose an obligation on the Assignee to perform the foregoing actions and the grant of power to the Assignee under this Section 4 shall not impose an obligation on the Assignee to exercise such power.