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

Financing Statements; Power of Attorney. Each Credit Party authorizes the Agent to file any financing statements (and other similar filings or public records or notices relating to the perfection of Liens), fixture filings, and amendments thereto relating to the Collateral which the Agent deems appropriate, in form and substance required by the Agent, and to (a) describe the Collateral thereon (i) as “all personal property of the debtor,” “all assets,” or words of similar effect, if appropriate and permitted by applicable law, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC or any other applicable law, or (ii) by specific collateral category and (b) include therein all other information which is required by Article 9 of the UCC or other applicable law with respect to the preparation or filing of a financing statement (or other similar filings or public records or notices relating to the perfection of Liens), fixture filing, or amendment. Each Credit Party appoints the Agent as its attorney-in-fact to perform all acts which the Agent deems appropriate to perfect and to continue perfection of the Lien granted to the Agent under any Collateral Document, including, without limitation, (x) the filing of financing statements (and other similar filings or public records or notices relating to the perfection of Liens), fixture filings, and amendments, and (y) the indorsement, presentation, and collection on behalf of such Credit Party and in such Credit Party’s name of any Items or other documents necessary or desirable to collect any amounts which such Credit Party may be owed, such power of attorney being coupled with an interest and is therefore irrevocable. Each Credit Party grants the Agent a non-exclusive license and, during the existence of an Event of Default, a right to use, without royalty or other charge, such Credit Party’s intellectual and other property (including, without limitation, any licensed intellectual property, unless prohibited by the enforceable terms of such license) for purposes of advertising any Collateral for sale, collecting any Accounts, disposing of or liquidating any Collateral, settling claims, or otherwise exercising any of its rights and remedies under the Loan Documents (including, without limitation, labels, patents, copyrights, trade secrets, trade names, trademarks, service marks, product line names, advertising materials, and any other property of a similar nature). Each Credit Party’s rights under all licenses and all franchise agreements shall inure to the Agent’s benefit. The Borrower shall be liable for any and all expense incurred in connection with the Agent’s exercising its rights under this Section 5.2.

Financing Statements; Power of Attorney. Each Credit Party Borrower authorizes the Administrative Agent to file any financing statements (and other similar filings or public records or notices relating to the perfection of Liens), fixture filings, and amendments thereto relating to the Collateral which the Administrative Agent deems appropriate, in form and substance required by the Administrative Agent, and to (a) describe the Collateral thereon (i) as “all personal property of in a manner consistent with the debtor,” “all assets,” or words of similar effect, if appropriate and permitted by applicable law, regardless of whether any particular asset comprised in Liens granted to the Collateral falls within Administrative Agent under the scope of Article 9 of the UCC or any other applicable law, or (ii) by specific collateral category Loan Documents and (b) include therein all other information which is required by Article 9 of the UCC or other applicable law with respect to the preparation or filing of a financing statement (or other similar filings or public records or notices relating to the perfection of Liens), fixture filing, ) or amendment. Each Credit Party Borrower appoints the Administrative Agent as its attorney-in-fact to perform all acts which the Administrative Agent deems appropriate to perfect and to continue perfection of the Lien granted to the Administrative Agent under any Collateral DocumentSecurity Agreement, including, without limitation, (xi) the filing of financing statements (and other similar filings or public records or notices relating to the perfection of Liens), fixture filings, ) and amendments, (ii) the execution in Borrower’s name of any agreements which Administrative Agent determines are reasonably necessary to create Control in favor Administrative Agent over, or perfection of Administrative Agent’s security interest in, any applicable Collateral, and (yiii) during the existence of an Event of Default or at any time after an Activation Notice has been delivered by Administrative Agent, the indorsement, presentation, and collection on behalf of such Credit Party Borrower and in such Credit PartyBorrower’s name of any Items or other documents necessary or desirable to collect any amounts which such Credit Party Borrower may be owed, such power of attorney being coupled with an interest and is therefore irrevocable. Each Credit Party Borrower grants the Administrative Agent a non-exclusive license and, during the existence of an Event of Default, a or other right to use, without royalty or other charge, such Credit PartyBorrower’s intellectual and other property (including, without limitation, any licensed intellectual property, unless prohibited by the enforceable terms of such license) for purposes of advertising any Collateral for sale, collecting any Accounts, disposing of or liquidating any Collateral, settling claims, or otherwise exercising any of its rights and remedies under the Loan Documents (including, without limitation, labels, patents, copyrights, rights of use of any name, trade secrets, trade names, trademarks, service marks, product line names, trademarks and advertising materialsmatter, and any other property Property of a similar nature). Each Credit Party, as it pertains to the Collateral, in advertising for sale and selling any Collateral, and Borrower’s rights under all licenses and all franchise agreements shall inure to the Administrative Agent’s benefit. The Borrower shall be liable for any and all expense incurred in connection with the Administrative Agent’s exercising its rights under this Section 5.23.2.

Financing Statements; Power of Attorney. Each Credit Party authorizes the Agent to file any financing statements (and other similar filings or public records or notices relating to the perfection of Liens), fixture filings, and amendments thereto relating to the Collateral which the Agent deems appropriate, in form and substance required by the Agent, and to (a) describe the Collateral thereon (i) as “all personal property of the debtor,” “all assets,” or words of similar effect, if appropriate and permitted by applicable law, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC or any other applicable law, or (ii) by specific collateral category and (b) include therein all other information which is required by Article 9 of the UCC or other applicable law with respect to the preparation or filing of a No financing statement (other than any filed or other similar filings approved by Bank) covering any Collateral is on file in any public filing office. On request of Bank, Debtor will execute one or more financing statements in form satisfactory to Bank and will pay all costs and expenses of filing the same or of filing this Security Agreement in all public records or notices filing offices, where filing is deemed by Bank to be desirable. Bank is authorized to file financing statements relating to Collateral without Debtor's signature where authorized by law. Debtor hereby constitutes and appoints Bank the perfection true and lawful attorney of Liens), fixture filing, or amendment. Each Credit Party appoints the Agent as its attorney-in-fact Debtor with full power of substitution to perform take any and all acts which the Agent deems appropriate to perfect action and to continue perfection execute any and all documents or instruments that may be necessary or desirable to accomplish the purpose and carry out the terms of the Lien granted to the Agent under any Collateral Documentthis Security Agreement, including, without limitation, to ask, demand, collect, receive, receipt for, xxx for, compound and give acquittance for any and all amounts which may be or become due and payable under the Assigned Deposits; to execute any and all withdrawal requests, receipts or other orders for the payment of money drawn on the Assigned Deposits and to endorse the name of Bank on all instruments given in payment or in partial payment therefor; and to complete, execute, and deliver Control Agreement(s) by Bank, Debtor and Third Party(ies) required in connection herewith (xindividually and collectively the "Control Agreement"), instructions to Third Party(ies) the filing regarding, among other things, control and disposition of financing statements (any Collateral, and endorsements desirable for transfer or delivery of any Collateral, registration of any Collateral under applicable laws, retitling any Collateral, receipt, endorsement and/or collection of all checks and other similar filings or public records or notices relating orders for payment of money payable to the perfection of Liens), fixture filings, and amendments, and (y) the indorsement, presentation, and collection on behalf of such Credit Party and in such Credit Party’s name of any Items or other documents necessary or desirable Debtor with respect to collect any amounts which such Credit Party may be owed, such Collateral. The foregoing power of attorney being is coupled with an interest and is therefore irrevocableshall be irrevocable until all of the Obligations have been paid in full. Each Credit Party grants the Agent a non-exclusive license and, during the existence of an Event of Default, a right to use, without royalty or other charge, such Credit Party’s intellectual and other property (including, without limitation, any licensed intellectual property, unless prohibited by the enforceable terms of such license) for purposes of advertising any Collateral for sale, collecting any Accounts, disposing of or liquidating any Collateral, settling claims, or otherwise exercising any of Neither Bank nor anyone acting on its rights and remedies under the Loan Documents (including, without limitation, labels, patents, copyrights, trade secrets, trade names, trademarks, service marks, product line names, advertising materials, and any other property of a similar nature). Each Credit Party’s rights under all licenses and all franchise agreements shall inure to the Agent’s benefit. The Borrower behalf shall be liable for acts, omissions, errors in judgment, or mistakes in fact in such capacity as attorney-in-fact. Debtor ratifies all acts of Bank as attorney-in-fact. Debtor agrees to take such other actions, at Debtor's expense, as might be requested for the perfection, continuation and assignment, in whole or in part, of the security interests granted herein and to assure Bank's intended priority position. If certificates, passbooks, or other documentation or evidence is/are issued or outstanding as to any of the Collateral, Debtor will cause the security interests of Bank to be properly protected, including perfection by notation thereon or delivery thereof to Bank. Upon Bank's request, Debtor will, at its own expense: (i) do all things determined by Bank to be desirable to register such Collateral or qualify for an exemption from registration, under the provisions of all applicable securities laws, and (ii) otherwise do or cause to be done all expense incurred other acts and things as may be necessary to make the sale of the Collateral valid, binding and in connection compliance with the Agent’s exercising its rights under this Section 5.2applicable law.

Financing Statements; Power of Attorney. Each Credit Party Borrower authorizes the Agent Bank at Borrowers’ expense to file any financing statements (and other similar filings or public records or notices relating to the perfection of Liens), fixture filings, and and/or amendments thereto relating to the Collateral (without any Borrower’s signature thereon) which the Agent Bank deems appropriate, in form and substance required by the Agent, and to appropriate that (a) describe indicate the Collateral thereon (i) as “all personal property assets” of the debtor,” “all assets,” such Borrower or words of similar effect, if appropriate and permitted by applicable lawappropriate, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC or any other applicable lawCode, or (ii) by specific collateral category Collateral category, and (b) include therein all provide any other information which is required by part 5 of Article 9 of the UCC or other applicable law with respect to Code for the preparation sufficiency or filing office acceptance of a any financing statement (or other similar filings or public records or notices relating to the perfection of Liens), fixture filing, or amendment. Each Credit Party Borrower irrevocably appoints the Agent Bank as its attorney-in-fact to execute any such financing statements and/or control agreements in such Borrower’s name and to perform all acts other acts, at Borrowers’ expense, which the Agent Bank deems appropriate to perfect and to continue perfection of the Lien granted security interest of Bank. Each Borrower hereby appoints Bank as such Borrower’s attorney-in-fact to the Agent under any Collateral Documentendorse, including, without limitation, (x) the filing of financing statements (present and other similar filings or public records or notices relating to the perfection of Liens), fixture filings, and amendments, and (y) the indorsement, presentation, and collection collect on behalf of such Credit Party Borrower and in such Credit PartyBorrower’s name of any Items draft, checks or other documents necessary or desirable to collect any amounts which such Credit Party Borrower may be owed, such power of attorney being coupled with an interest and . Bank is therefore irrevocable. Each Credit Party grants the Agent hereby granted a non-exclusive license and, during the existence of an Event of Default, a or other right to use, without royalty or other charge, such Credit PartyBorrower’s intellectual and other property (including, without limitation, any licensed intellectual property, unless prohibited by the enforceable terms of such license) for purposes of advertising any Collateral for sale, collecting any Accounts, disposing of or liquidating any Collateral, settling claims, or otherwise exercising any of its rights and remedies under the Loan Documents (including, without limitation, labels, patents, copyrights, rights of use of any name, trade secrets, trade names, trademarkstrademarks and advertising matter, service marks, product line names, advertising materials, and or any other property of a similar nature). Each Credit Party, as it pertains to the Collateral, in advertising for sale and selling any Collateral, and such Borrower’s rights under all licenses and all franchise agreements shall inure to the AgentBank’s benefit. The proceeds realized from the sale or other disposition of any Collateral may be applied, after allowing two (2) Business Days for collection, first to the reasonable costs, expenses and attorneys’ fees and expenses incurred by Bank for collection and for acquisition, completion, protection, removal, storage, sale and delivering of the Collateral; secondly, to interest due upon any of the Indebtedness; and thirdly, to the principal amount of the Indebtedness. If any deficiency shall arise, Borrower and each Guarantor shall be remain jointly and severally liable for any and all expense incurred in connection with the Agent’s exercising its rights under this Section 5.2to Bank therefor.

Financing Statements; Power of Attorney. Each Credit Party Borrower authorizes the Agent Bank at Borrower’s expense to file any financing statements (and other similar filings or public records or notices relating to the perfection of Liens), fixture filings, and and/or amendments thereto relating to the Collateral (without Borrowers signature thereon) which the Agent Bank deems appropriate, in form and substance required by the Agent, and to appropriate that (a) describe indicate the Collateral thereon (i) as “all personal property assets” of the debtor,” “all assets,” Borrower or words of similar effect, if appropriate and permitted by applicable lawappropriate, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC or any other applicable lawCode, or (ii) by specific collateral category Collateral category, and (b) include therein all provide any other information which is required by part 5 of Article 9 of the UCC or other applicable law with respect to Code for the preparation sufficiency or filing office acceptance of a any financing statement (or other similar filings or public records or notices relating to the perfection of Liens), fixture filing, or amendment. Each Credit Party Borrower irrevocably appoints the Agent Bank as its attorney-in-fact to execute any such financing statements and/or control agreements in Borrower’s name and to perform all acts other acts, at Borrower’s expense, which the Agent Bank deems appropriate to perfect and to continue perfection of the Lien granted security interest of Bank. Borrower hereby appoints Bank as Borrower’s attorney-in-fact to the Agent under any Collateral Documentendorse, including, without limitation, (x) the filing of financing statements (present and other similar filings or public records or notices relating to the perfection of Liens), fixture filings, and amendments, and (y) the indorsement, presentation, and collection collect on behalf of such Credit Party Borrower and in such Credit PartyBorrower’s name of any Items draft, checks or other documents necessary or desirable to collect any amounts which such Credit Party Borrower may be owed, such power of attorney being coupled with an interest and . Bank is therefore irrevocable. Each Credit Party grants the Agent hereby granted a non-exclusive license and, during the existence of an Event of Default, a or other right to use, without royalty or other charge, such Credit PartyBorrower’s intellectual and other property (including, without limitation, any licensed intellectual property, unless prohibited by the enforceable terms of such license) for purposes of advertising any Collateral for sale, collecting any Accounts, disposing of or liquidating any Collateral, settling claims, or otherwise exercising any of its rights and remedies under the Loan Documents (including, without limitation, labels, patents, copyrights, rights of use of any name, trade secrets, trade names, trademarkstrademarks and advertising matter, service marks, product line names, advertising materials, and or any other property Property of a similar nature). Each Credit Party, as it pertains to the Collateral, in advertising for sale and selling any Collateral, and Borrower’s rights under all licenses and all franchise agreements shall inure to the Agent’s Banks benefit. The proceeds realized from the sale or other disposition of any Collateral may be applied, after allowing two (2) Business Days for collection, first to the costs, expenses and attorneys’ fees and expenses incurred by Bank for collection and for acquisition, completion, protection, removal, storage, sale and delivering of the Collateral; secondly, to interest due upon any of the Obligations; and thirdly, to the principal amount of the Obligations and to any other Obligations then outstanding. If any deficiency shall arise, Borrower shall be remain liable for any and all expense incurred in connection with the Agent’s exercising its rights under this Section 5.2to Bank therefor.

Financing Statements; Power of Attorney. Each Credit Party Borrower authorizes the Agent Bank at Borrowers' expense to file any financing statements (and other similar filings or public records or notices relating to the perfection of Liens), fixture filings, and and/or amendments thereto relating to the Collateral (without such Borrower's signature thereon) which the Agent Bank deems appropriate, in form and substance required by the Agent, and to appropriate that (a) describe indicate the Collateral thereon (i) as “all personal property of the debtor,” “"all assets,” " of such Borrower or words of similar effect, if appropriate and permitted by applicable lawappropriate, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC or any other applicable lawCode, or (ii) by specific collateral category Collateral category, and (b) include therein all provide any other information which is required by part 5 of Article 9 of the UCC or other applicable law with respect to Code for the preparation sufficiency or filing office acceptance of a any financing statement (or other similar filings or public records or notices relating to the perfection of Liens), fixture filing, or amendment. Each Credit Party Borrower irrevocably appoints the Agent Bank as its attorney-in-fact to execute any such financing statements and/or control agreements in such Borrower's name and to perform all acts other acts, at Borrowers' expense, which the Agent Bank deems appropriate to perfect and to continue perfection of the Lien granted security interest of Bank. Each Borrower hereby appoints Bank as such Borrower's attorney-in-fact to the Agent under any Collateral Documentendorse, including, without limitation, (x) the filing of financing statements (present and other similar filings or public records or notices relating to the perfection of Liens), fixture filings, and amendments, and (y) the indorsement, presentation, and collection collect on behalf of such Credit Party Borrower and in such Credit Party’s Borrower's name of any Items draft, checks or other documents necessary or desirable to collect any amounts which such Credit Party Borrower may be owed, such power of attorney being coupled with an interest and . Bank is therefore irrevocable. Each Credit Party grants the Agent hereby granted a non-exclusive license and, during the existence of an Event of Default, a or other right to use, without royalty or other charge, such Credit Party’s intellectual and other property (including, without limitation, any licensed intellectual property, unless prohibited by the enforceable terms of such license) for purposes of advertising any Collateral for sale, collecting any Accounts, disposing of or liquidating any Collateral, settling claims, or otherwise exercising any of its rights and remedies under the Loan Documents (including, without limitation, each Borrower's labels, patents, copyrights, rights of use of any name, trade secrets, trade names, trademarkstrademarks and advertising matter, service marks, product line names, advertising materials, and or any other property Property of a similar nature). Each Credit Party’s , as it pertains to the Collateral, in advertising for sale and selling any Collateral, and each Borrower's rights under all licenses and all franchise agreements shall inure to the Agent’s Bank's benefit. The proceeds realized from the sale or other disposition of any Collateral may be applied, after allowing two (2) Business Days for collection, first to the reasonable costs, expenses and attorneys' fees and expenses incurred by Bank for collection and for acquisition, completion, protection, removal, storage, sale and delivering of the Collateral; secondly, to interest due upon any of the Obligations; and thirdly, to the principal amount of the Obligations and to any other Obligations then outstanding. If any deficiency shall arise, each Borrower and Guarantor shall be remain jointly and severally liable for any and all expense incurred in connection with the Agent’s exercising its rights under this Section 5.2to Bank therefor.

Financing Statements; Power of Attorney. Each Credit Party Borrower authorizes the Agent Bank at Borrower’s expense to file any financing statements (and other similar filings or public records or notices relating to the perfection of Liens), fixture filings, and and/or amendments thereto relating to the Collateral (without Borrower’s signature thereon) which the Agent Bank deems appropriate, in form and substance required by the Agent, and to appropriate that (a) describe indicate the Collateral thereon (i) as “all personal property assets” of the debtor,” “all assets,” Borrower or words of similar effect, if appropriate and permitted by applicable lawappropriate, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC or any other applicable lawCode, or (ii) by specific collateral category Collateral category, and (b) include therein all provide any other information which is required by part 5 of Article 9 of the UCC or other applicable law with respect to Code for the preparation sufficiency or filing office acceptance of a any financing statement (or other similar filings or public records or notices relating to the perfection of Liens), fixture filing, or amendment. Each Credit Party Borrower irrevocably appoints the Agent Bank as its attorney-in-fact to execute any such financing statements and/or control agreements in Borrower’s name and to perform all acts other acts, at Borrower’s expense, which the Agent Bank deems appropriate to perfect and to continue perfection of the Lien granted security interest of Bank. Effective upon the occurrence of and during the continuance of an Event of Default, Borrower hereby appoints Bank as Borrower’s attorney-in-fact to the Agent under any Collateral Documentendorse, including, without limitation, (x) the filing of financing statements (present and other similar filings or public records or notices relating to the perfection of Liens), fixture filings, and amendments, and (y) the indorsement, presentation, and collection collect on behalf of such Credit Party Borrower and in such Credit PartyBorrower’s name of any Items draft, checks or other documents necessary or desirable to collect any amounts which such Credit Party Borrower may be owed, such power . Effective upon the occurrence of attorney being coupled with an interest and is therefore irrevocable. Each Credit Party grants the Agent a non-exclusive license and, during the existence continuance of an Event of Default, Bank is hereby granted a license or other right to use, without royalty or other charge, such Credit PartyBorrower’s intellectual and other property (including, without limitation, any licensed intellectual property, unless prohibited by the enforceable terms of such license) for purposes of advertising any Collateral for sale, collecting any Accounts, disposing of or liquidating any Collateral, settling claims, or otherwise exercising any of its rights and remedies under the Loan Documents (including, without limitation, labels, patents, copyrights, rights of use of any name, trade secrets, trade names, trademarkstrademarks and advertising matter, service marks, product line names, advertising materials, and or any other property Property of a similar nature). Each Credit Party, as it pertains to the Collateral, in advertising for sale and selling any Collateral, and Borrower’s rights under all licenses and all franchise agreements shall inure to the AgentBank’s benefit. The proceeds realized from the sale or other disposition of any Collateral may be applied, first to the reasonable costs, expenses and attorneys’ fees and expenses incurred by Bank for collection and for acquisition, completion, protection, removal, storage, sale and delivering of the Collateral; secondly, to interest due upon any of the Obligations; and thirdly, to the principal amount of the Obligations and to any other Obligations then outstanding. If any deficiency shall arise, Borrower and each Guarantor (but only to the extent set forth in such Guaranty Agreement) shall be remain jointly and severally liable for any and all expense incurred in connection with the Agent’s exercising its rights under this Section 5.2to Bank therefor.

Financing Statements; Power of Attorney. Each Credit Party Borrower authorizes the Agent at Borrower's expense to file any financing statements (and other similar filings or public records or notices relating to the perfection of Liens), fixture filings, and and/or amendments thereto relating to the Collateral (without Borrower's signature thereon) which the Agent deems appropriate, in form and substance required by the Agent, and to appropriate that (a) describe indicate the Collateral thereon (i) as “all personal property of the debtor,” “"all assets,” " of Borrower or words of similar effect, if appropriate and permitted by applicable lawappropriate, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC or any other applicable lawCode, or (ii) by specific collateral category Collateral category, and (b) include therein all provide any other information which is required by part 5 of Article 9 of the UCC or other applicable law with respect to Code for the preparation sufficiency or filing office acceptance of a any financing statement (or other similar filings or public records or notices relating to the perfection of Liens), fixture filing, or amendment. Each Credit Party Borrower irrevocably appoints each of the Agent Lending Parties as its attorney-in-attorney in fact to execute any such financing statements and/or control agreements in Borrower's name and to perform all acts other acts, at Borrower's expense, which the Agent any Lending Party deems appropriate necessary to perfect and to continue perfection of the Lien granted security interest of Agent. Borrower hereby appoints each of the Lending Parties as Borrower's attorney in fact to the Agent under any Collateral Documentendorse, including, without limitation, (x) the filing of financing statements (present and other similar filings or public records or notices relating to the perfection of Liens), fixture filings, and amendments, and (y) the indorsement, presentation, and collection collect on behalf of such Credit Party Borrower and in such Credit Party’s Borrower's name of any Items draft, checks or other documents necessary or desirable to collect any amounts which such Credit Party Borrower may be owed, such power of attorney being coupled with an interest and is therefore irrevocable. Each Credit Party grants During the Agent a non-exclusive license and, during the existence continuance of an Event of Default, the Lending Parties are hereby granted a license or other right to use, without royalty or other charge, such Credit Party’s intellectual and other property (including, without limitation, any licensed intellectual property, unless prohibited by the enforceable terms of such license) for purposes of advertising any Collateral for sale, collecting any Accounts, disposing of or liquidating any Collateral, settling claims, or otherwise exercising any of its rights and remedies under the Loan Documents (including, without limitation, Borrower's labels, patents, copyrights, rights of use of any name, trade secrets, trade names, trademarkstrademarks and advertising matter, service marks, product line names, advertising materials, and or any other property Property of a similar nature). Each Credit Party’s , as it pertains to the Collateral, in advertising for sale and selling any Collateral, and Borrower's rights under all licenses and all franchise agreements shall inure to the Agenteach Lending Party’s benefit. The proceeds realized from the sale or other disposition of any Collateral may be applied, after allowing two (2) Business Days for collection, first to the reasonable costs, expenses and attorneys' fees and expenses incurred by the Lending Parties for collection and for acquisition, completion, protection, removal, storage, sale and delivering of the Collateral; second, to interest due upon any of the Obligations; third, to the principal amount of the Obligations and to any other Obligations then outstanding; and fourth to any other Person as required by applicable law. If any deficiency shall arise, Borrower and each Guarantor shall be remain jointly and severally liable for any and all expense incurred in connection with to the Agent’s exercising its rights under this Section 5.2Lending Parties therefor.

Financing Statements; Power of Attorney. Each Credit Party Borrower authorizes the Agent Bank at Borrower's expense to file any financing statements (and other similar filings or public records or notices relating to the perfection of Liens), fixture filings, and and/or amendments thereto relating to the Collateral (without Borrower's signature thereon) which the Agent Bank deems appropriate, in form and substance required by the Agent, and to appropriate that (a) describe indicate the Collateral thereon (i) as “all personal property assets” of the debtor,” “all assets,” Borrower or words of similar effect, if appropriate and permitted by applicable lawappropriate, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC or any other applicable lawCode, or (ii) by specific collateral category Collateral category, and (b) include therein all provide any other information which is required by part 5 of Article 9 of the UCC or other applicable law with respect to Code for the preparation sufficiency or filing office acceptance of a any financing statement (or other similar filings or public records or notices relating to the perfection of Liens), fixture filing, or amendment. Each Credit Party Borrower irrevocably appoints the Agent Bank as its attorney-in-fact to execute any such financing statements and/or control agreements in Borrower's name and to perform all acts other acts, at Borrower’s expense, which the Agent Bank deems appropriate to perfect and to continue perfection of the Lien granted security interest of Bank. Borrower hereby appoints Bank as Borrower's attorney-in-fact to the Agent under any Collateral Documentendorse, including, without limitation, (x) the filing of financing statements (present and other similar filings or public records or notices relating to the perfection of Liens), fixture filings, and amendments, and (y) the indorsement, presentation, and collection collect on behalf of such Credit Party Borrower and in such Credit Party’s Borrower's name of any Items draft, checks or other documents necessary or desirable to collect any amounts which such Credit Party Borrower may be owed, such power of attorney being coupled with an interest and . Bank is therefore irrevocable. Each Credit Party grants the Agent hereby granted a non-exclusive license and, during the existence of an Event of Default, a or other right to use, without royalty or other charge, such Credit Party’s intellectual and other property (including, without limitation, any licensed intellectual property, unless prohibited by the enforceable terms of such license) for purposes of advertising any Collateral for sale, collecting any Accounts, disposing of or liquidating any Collateral, settling claims, or otherwise exercising any of its rights and remedies under the Loan Documents (including, without limitation, Borrower's labels, patents, copyrights, rights of use of any name, trade secrets, trade names, trademarkstrademarks and advertising matter, service marks, product line names, advertising materials, and or any other property Property of a similar nature). Each Credit Party’s , as it pertains to the Collateral, in advertising for sale and selling any Collateral, and Borrower's rights under all licenses and all franchise agreements shall inure to Bank's benefit, provided that such license and right to use shall only be utilized in the Agent’s benefitevent of an occurrence of an Event of Default. The proceeds realized from the sale or other disposition of any Collateral may be applied, after allowing two (2) Business Days for collection, first to the reasonable costs, expenses and attorneys' fees and expenses incurred by Bank for collection and for acquisition, completion, protection, removal, storage, sale and delivering of the Collateral; secondly, to interest due upon any of the Indebtedness; and thirdly, to the principal amount of the Indebtedness. If any deficiency shall arise, Borrower and each Guarantor shall be remain jointly and severally liable for any and all expense incurred in connection with the Agent’s exercising its rights under this Section 5.2to Bank therefor.

Financing Statements; Power of Attorney. Each Credit Party Borrower authorizes the Agent Lender at Borrower’s expense to file any financing statements (and other similar filings or public records or notices relating to the perfection of Liens), fixture filings, and and/or amendments thereto relating to the Collateral (without Borrower’s signature thereon) which the Agent Lender deems appropriate, in form and substance required by the Agent, and to appropriate that (a) describe indicate the Collateral thereon (i) as “all personal property assets” of the debtor,” “all assets,” Borrower or words of similar effect, if appropriate and permitted by applicable lawappropriate, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC or any other applicable lawCode, or (ii) by specific collateral category Collateral category, and (b) include therein all provide any other information which is required by Part 5 of Article 9 of the UCC or other applicable law with respect to Code for the preparation sufficiency or filing office acceptance of a any financing statement (or other similar filings or public records or notices relating to the perfection of Liens), fixture filing, or amendment. Each Credit Party , Borrower irrevocably appoints the Agent Lender as its attorney-in-fact to execute any such financing statements and/or control agreements in Borrower’s name and to perform all acts other acts, at Borrower’s expense, which the Agent Lender deems appropriate to perfect and to continue perfection of the Lien granted security interest of Lender. Borrower hereby appoints Lender as Borrower’s attorney-in-fact to the Agent under any Collateral Documentendorse, including, without limitation, (x) the filing of financing statements (present and other similar filings or public records or notices relating to the perfection of Liens), fixture filings, and amendments, and (y) the indorsement, presentation, and collection collect on behalf of such Credit Party Borrower and in such Credit PartyBorrower’s name of any Items draft, checks or other documents necessary or desirable to collect any amounts which such Credit Party Borrower may be owed, such power of attorney being coupled with an interest and . Lender is therefore irrevocable. Each Credit Party grants the Agent hereby granted a non-exclusive license and, during the existence of an Event of Default, a or other right to use, without royalty or other charge, such Credit PartyBorrower’s intellectual and other property (including, without limitation, any licensed intellectual property, unless prohibited by the enforceable terms of such license) for purposes of advertising any Collateral for sale, collecting any Accounts, disposing of or liquidating any Collateral, settling claims, or otherwise exercising any of its rights and remedies under the Loan Documents (including, without limitation, labels, patents, copyrights, rights of use of any name, trade secrets, trade names, trademarkstrademarks and advertising matter, service marks, product line names, advertising materials, and or any other property Property of a similar nature). Each Credit Party, as it pertains to the Collateral, in advertising for sale and selling any Collateral, and Borrower’s rights under all licenses and all franchise agreements shall inure to the AgentLender’s benefit. The proceeds realized from the sale or other disposition of any Collateral may be applied, after allowing two (2) Business Days for collection, first to the reasonable costs, expenses and attorneys’ fees and expenses incurred by Lender for collection and for acquisition, completion, protection, removal, storage, sale and delivering of the Collateral; secondly, to interest due upon any of the Obligations; and thirdly, to the principal amount of the Obligations. If any deficiency shall arise, Borrower and each Guarantor shall be remain jointly and severally liable for any and all expense incurred in connection with the Agent’s exercising its rights under this Section 5.2to Lender therefor.

Financing Statements; Power of Attorney. Each Credit Party Borrower authorizes the Agent Bank at Borrower's expense to file any financing statements (and other similar filings or public records or notices relating to the perfection of Liens), fixture filings, and and/or amendments thereto relating to the Collateral (without Borrower's signature thereon) which the Agent Bank deems appropriate, in form and substance required by the Agent, and to appropriate that (a) describe indicate the Collateral thereon (i) as “all personal property of the debtor,” “"all assets,” " of Borrower or words of similar effect, if appropriate and permitted by applicable lawappropriate, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC or any other applicable lawCode, or (ii) by specific collateral category Collateral category, and (b) include therein all provide any other information which is required by part 5 of Article 9 of the UCC or other applicable law with respect to Code for the preparation sufficiency or filing office acceptance of a any financing statement (or other similar filings or public records or notices relating to the perfection of Liens), fixture filing, or amendment. Each Credit Party Borrower irrevocably appoints the Agent Bank as its attorney-in-attorney in fact to execute any such financing statements and/or control agreements in Borrower's name and to perform all acts other acts, at Borrower's expense, which the Agent Bank deems appropriate necessary to perfect and to continue perfection of the Lien granted security interest of Bank. Borrower hereby appoints Bank as Borrower's attorney in fact to the Agent under any Collateral Documentendorse, including, without limitation, (x) the filing of financing statements (present and other similar filings or public records or notices relating to the perfection of Liens), fixture filings, and amendments, and (y) the indorsement, presentation, and collection collect on behalf of such Credit Party Borrower and in such Credit Party’s Borrower's name of any Items draft, checks or other documents necessary or desirable to collect any amounts which such Credit Party Borrower may be owed, such power of attorney being coupled with an interest and is therefore irrevocable. Each Credit Party grants During the Agent a non-exclusive license and, during the existence continuance of an Event of Default, Bank is hereby granted a license or other right to use, without royalty or other charge, such Credit Party’s intellectual and other property (including, without limitation, any licensed intellectual property, unless prohibited by the enforceable terms of such license) for purposes of advertising any Collateral for sale, collecting any Accounts, disposing of or liquidating any Collateral, settling claims, or otherwise exercising any of its rights and remedies under the Loan Documents (including, without limitation, Borrower's labels, patents, copyrights, rights of use of any name, trade secrets, trade names, trademarkstrademarks and advertising matter, service marks, product line names, advertising materials, and or any other property Property of a similar nature). Each Credit Party’s , as it pertains to the Collateral, in advertising for sale and selling any Collateral, and Borrower's rights under all licenses and all franchise agreements shall inure to the Agent’s Bank's benefit. The proceeds realized from the sale or other disposition of any Collateral may be applied, after allowing two (2) Business Days for collection, first to the reasonable costs, expenses and attorneys' fees and expenses incurred by Bank for collection and for acquisition, completion, protection, removal, storage, sale and delivering of the Collateral; second, to interest due upon any of the Obligations; third, to the principal amount of the Obligations and to any other Obligations then outstanding; and fourth to any other Person as required by applicable law. If any deficiency shall arise, Borrower and each Guarantor shall be remain jointly and severally liable for any and all expense incurred in connection with the Agent’s exercising its rights under this Section 5.2to Bank therefor.