Common use of Authorization to File Financing Statements; Ratification Clause in Contracts

Authorization to File Financing Statements; Ratification. Such Grantor hereby authorizes the Administrative Agent to file, and if requested (subject to the exceptions and qualifications otherwise set forth herein and in any other Loan Document) will deliver to the Administrative Agent, all financing statements and other documents and take such other actions as may from time to time reasonably be requested by the Administrative Agent in order to maintain a first priority perfected security interest in and, if applicable, Control of, the Collateral owned by such Grantor, subject to Liens permitted under Section 4.1(e) , provided that nothing herein shall be deemed to constitute an agreement to subordinate any of the Liens of the Administrative Agent under the Loan Documents to any Liens otherwise permitted under Section 4.1(e) . Any financing statement filed by the Administrative Agent may be filed in such offices as the Administrative Agent reasonably determines to be appropriate to perfect the security interest of the Administrative Agent under this Security Agreement and may (i) indicate or describe such Grantor’s Collateral (1) as all assets of such Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of such jurisdiction, or (2) by any other description which reasonably approximates the description contained in this Security Agreement, and (ii) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including whether such Grantor is an organization, and the type of such Grantor’s organization. Such Grantor also agrees to furnish any such information described in the foregoing sentence to the Administrative Agent promptly upon request. Such Grantor also ratifies its authorization for the Administrative Agent to have filed in any UCC jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof Effective Date .

Authorization to File Financing Statements; Ratification. Such Each Grantor hereby (x) authorizes the Administrative Agent to file, and if requested (subject to the exceptions and qualifications otherwise set forth herein and in any other Loan DocumentA) will deliver to the Administrative Agent, file all financing statements (including amendments and other documents continuations thereto) with respect to the Collateral naming such Grantor as debtor and the Administrative Agent as secured party, in form appropriate for filing under the UCC of the relevant jurisdiction, (B) make all filings with the United States Patent and Trademark Office and the United States Copyright Office (including filing any Intellectual Property Security Agreement) for the purpose of perfecting, recording, enforcing, maintaining or protecting the Lien of the Administrative Agent in each Grantor’s United States issued, registered or applied for Patents, Trademarks and Copyrights (in each case, to the extent constituting Collateral) and naming such Grantor as debtor and the Administrative Agent as secured party and (y) agrees to take such other actions as required by Section 5.14 of the ABL Credit Agreement, in each case as may from time to time be necessary and reasonably be requested by the Administrative Agent in order to establish and maintain (subject to Permitted Liens (to the extent such Permitted Liens are not prohibited from being senior to the Lien granted to the Administrative Agent hereunder)) a first priority valid, enforceable (subject to the Legal Reservations) and perfected First Priority security interest in andand subject, if applicablein the case of Pledged Collateral, Deposit Accounts and Securities Accounts, to Section 4.02 hereof, Control of, the Collateral. Each Grantor shall pay any applicable filing fees, recordation fees and related expenses relating to its Collateral owned by such Grantor, subject to Liens permitted under in accordance with Section 4.1(e9.03(a) , provided that nothing herein shall be deemed to constitute an agreement to subordinate any of the Liens of the Administrative Agent under the Loan Documents to any Liens otherwise permitted under Section 4.1(e) ABL Credit Agreement. Any financing statement filed by the The Administrative Agent may be filed file financing statements in such offices as the Administrative Agent reasonably determines to be appropriate to perfect the security interest of the Administrative Agent under this Security Agreement any applicable UCC jurisdiction and may (i) indicate or describe such Grantor’s Collateral the Collateral (1A) as “all assets assets” of such the applicable Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of such jurisdiction, or (2B) by any other description which reasonably approximates the description contained in this Security Agreement, Agreement and (ii) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (A) in each case to the extent applicable, whether such the Grantor is an organization, and the type of such Grantor’s organizationorganization and any organization identification number issued to the Grantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the relevant real property to which the Collateral relates. Such Each Grantor also agrees to furnish any such information described in the foregoing sentence to the Administrative Agent promptly upon request. Such Grantor also ratifies its authorization for the Administrative Agent to have filed in any UCC jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof Effective Date .

Authorization to File Financing Statements; Ratification. Such Each Grantor hereby authorizes undertakes and shall be responsible (i) to file (A) all financing statements (including fixture filings) and amendments and continuation statements thereto with respect to the Administrative Collateral naming such Grantor as debtor and the Notes Collateral Agent as secured party, in form appropriate for filing under the UCC of the relevant jurisdiction and (B) filings with the United States Patent and Trademark Office and the United States Copyright Office (including any Intellectual Property Security Agreement) for the purpose of perfecting, enforcing, maintaining or protecting the Lien of the Notes Collateral Agent in United States issued, registered and applied for Patents, Trademarks and Copyrights (in each case, to filethe extent constituting Collateral) and naming such Grantor as debtor and the Notes Collateral Agent as secured party and, and if requested (ii) subject to the exceptions and qualifications otherwise set forth herein and in any other Loan Document) will deliver terms of the Notes Documents, agrees to the Administrative Agent, all financing statements and other documents and take such other actions actions, in each case as may from time to time be necessary or reasonably be requested by the Administrative Notes Collateral Agent (and authorizes the Notes Collateral Agent to take any such other actions, which it has no obligation to take) in order to establish and maintain a first priority First Priority, valid, enforceable (subject to the Legal Reservations) and perfected (if and to the extent perfection is required pursuant to the Notes Documents) security interest in and, if applicablesubject, in the case of Pledged Collateral, to Section 4.02 hereof, Control of, the Collateral. Each Grantor shall pay any applicable filing fees, recordation fees and related expenses relating to its Collateral owned by such Grantor, in accordance with and subject to Liens permitted the limitations under Section 4.1(eSections 7.07 and 12.07(u) , provided that nothing herein shall be deemed to constitute an agreement to subordinate any of the Liens of the Administrative Agent under the Loan Documents to any Liens otherwise permitted under Section 4.1(e) Indenture. Any financing statement filed by the Administrative Agent may be filed in such offices as the Administrative Agent reasonably determines to be appropriate to perfect the security interest any Grantor on behalf of the Administrative Notes Collateral Agent under this Security Agreement and may (i) indicate or describe such Grantor’s Collateral the Collateral (1A) as “all assets assets” of such the applicable Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of such jurisdiction, or (2B) by any other description which reasonably approximates the description contained in this Security Agreement, Agreement and (ii) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including in each case to the extent applicable, whether such the Grantor is an organization, and the type of such organization and any organization identification number issued to the Grantor’s organization. Such Each Grantor also agrees to furnish any such information described in the foregoing sentence to the Administrative Notes Collateral Agent promptly upon request. Such Each Grantor also ratifies its authorization for the Administrative Agent to have filed in shall file any UCC jurisdiction any initial financing statements, amendments, continuation statements or amendments thereto if filed prior filings with the relevant jurisdiction, the United States Patent and Trademark Office and the United States Copyright Office and each Grantor shall file such filings on behalf of the Notes Collateral Agent. It is understood that the Notes Collateral Agent has no obligation to the date hereof Effective Date file any financing statements, amendments, continuation statements or filings.

Authorization to File Financing Statements; Ratification. Such Each Grantor hereby (x) authorizes the Administrative Agent to file, and if requested (subject to the exceptions and qualifications otherwise set forth herein and in any other Loan DocumentA) will deliver to the Administrative Agent, file all financing statements (including amendments and other documents continuations thereto) with respect to the Collateral naming such Grantor as debtor and the Administrative Agent as secured party, in form appropriate for filing under the UCC of the relevant jurisdiction, (B) make all filings with the United States Patent and Trademark Office, the United States Copyright Office (including filing any Intellectual Property Security Agreement) for the purpose of perfecting, recording, enforcing, maintaining or protecting the Lien of the Administrative Agent in each Grantor’s United States, registered or applied for Patents, Trademarks and Copyrights (in each case, to the extent constituting Collateral) and naming such Grantor as debtor and the Administrative Agent as secured party and (y) agrees to take such other actions as required by Section 5.14 of the ABL Credit Agreement, in each case as may from time to time be necessary and reasonably be requested by the Administrative Agent in order to establish and maintain (subject to Permitted Liens (to the extent such Permitted Liens are not prohibited from being senior to the Lien granted to the Administrative Agent hereunder)) a first priority valid, enforceable (subject to the Legal Reservations) and perfected First Priority security interest in andand subject, if applicablein the case of Pledged Collateral, Deposit Accounts and Securities Accounts, to Section 4.02 hereof, Control of, the Collateral. Each Grantor shall pay any applicable filing fees, recordation fees and related expenses relating to its Collateral owned by such Grantor, subject to Liens permitted under in accordance with Section 4.1(e9.03(a) , provided that nothing herein shall be deemed to constitute an agreement to subordinate any of the Liens of the Administrative Agent under the Loan Documents to any Liens otherwise permitted under Section 4.1(e) ABL Credit Agreement. Any financing statement filed by the The Administrative Agent may be filed file financing statements in such offices as the Administrative Agent reasonably determines to be appropriate to perfect the security interest of the Administrative Agent under this Security Agreement any applicable UCC jurisdiction and may (i) indicate or describe such Grantor’s Collateral the Collateral (1A) as “all assets assets” of such the applicable Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of such jurisdiction, or (2B) by any other description which reasonably approximates the description contained in this Security Agreement, Agreement and (ii) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (A) in each case to the extent applicable, whether such the Grantor is an organization, and the type of such Grantor’s organizationorganization and any organization identification number issued to the Grantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the relevant real property to which the Collateral relates. Such Each Grantor also agrees to furnish any such information described in the foregoing sentence to the Administrative Agent promptly upon request. Such Grantor also ratifies its authorization for the Administrative Agent to have filed in any UCC jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof Effective Date .

Authorization to File Financing Statements; Ratification. Such Subject to the limitations set forth in Section 5.12 of the Credit Agreement, each Grantor hereby (i) authorizes the Administrative Agent to filefile (A) all financing statements (including amendments and continuations thereto) with respect to the Collateral naming such Grantor as debtor and the Agent as secured party, in form appropriate for filing under the PPSA of the relevant jurisdiction and if requested (B) filings with the United States Patent and Trademark Office, the United States Copyright Office and the Canadian Intellectual Property Office (including any Intellectual Property Security Agreement) for the purpose of perfecting, enforcing, maintaining or protecting the Lien of the Agent in US or Canadian issued, registered or applied for Patents, Trademarks and Copyrights and exclusive Licenses of registered US or Canadian Copyrights (in each case, to the extent constituting Collateral) and naming such Grantor as debtor and the Agent as secured party and (ii) subject to the exceptions and qualifications otherwise set forth herein and in any other terms of the Loan Document) will deliver Documents, agrees to the Administrative Agent, all financing statements and other documents and take such other actions as may from time to time be necessary or otherwise reasonably be requested by the Administrative Agent (and authorizes the Agent to take such actions) in order to establish and maintain (subject to the Legal Reservations and Section 5.12 of the Credit Agreement) a first priority First Priority, valid, enforceable and perfected security interest in andand subject, if applicablein the case of Pledged Collateral, to Section 4.02 hereof, Control of, the Collateral. Each Grantor shall pay any applicable filing fees, recordation fees and related expenses relating to its Collateral owned by such Grantor, subject to Liens permitted under in accordance with Section 4.1(e9.03(a) , provided that nothing herein shall be deemed to constitute an agreement to subordinate any of the Liens of the Administrative Agent under the Loan Documents to any Liens otherwise permitted under Section 4.1(e) Credit Agreement. Any financing statement filed by the Administrative Agent may be filed in such offices as the Administrative Agent reasonably determines to be appropriate to perfect the security interest of the Administrative Agent under this Security Agreement any filing office in any applicable PPSA jurisdiction and may (i) indicate or describe such Grantor’s Collateral the Collateral (1A) as all assets of such the applicable Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC PPSA of such jurisdiction, or (2B) by any other description which reasonably approximates the description contained in this Security Agreement, Agreement and (ii) contain any other information required by part 5 of Article 9 of the UCC PPSA for the sufficiency or filing office acceptance of any financing statement or amendment, including (A) in each case to the extent applicable, whether such the Grantor is an organization, and the type of such Grantor’s organizationorganization and any organizational identification number issued to the Grantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the relevant real property to which the Collateral relates. Such Each Grantor also agrees to furnish any such information described in the foregoing sentence to the Administrative Agent promptly upon request. Such Grantor also ratifies its authorization for the Administrative Agent to have filed in any UCC jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof Effective Date .

Authorization to File Financing Statements; Ratification. Such Subject to the limitations set forth in Section 5.12 of the Credit Agreement, each Grantor hereby (i) authorizes the Administrative Agent to filefile (A) all financing statements (including amendments and continuations thereto) with respect to the Collateral naming such Grantor as debtor and the Agent as secured party, in form appropriate for filing under the UCC of the relevant jurisdiction and if requested (B) filings with the United States Patent and Trademark Office, the United States Copyright Office and the Canadian Intellectual Property Office (including any Intellectual Property Security Agreement) for the purpose of perfecting, enforcing, maintaining or protecting the Lien of the Agent in US or Canadian issued, registered or applied for Patents, Trademarks and Copyrights and exclusive Licenses of registered US Copyrights (in each case, to the extent constituting Collateral) and naming such Grantor as debtor and the Agent as secured party and (ii) subject to the exceptions and qualifications otherwise set forth herein and in any other terms of the Loan Document) will deliver Documents, agrees to the Administrative Agent, all financing statements and other documents and take such other actions as may from time to time be necessary or otherwise reasonably be requested by the Administrative Agent (and authorizes the Agent to take such actions) in order to establish and maintain (subject to the Legal Reservations and Section 5.12 of the Credit Agreement) a first priority First Priority, valid, enforceable and perfected security interest in andand subject, if applicablein the case of Pledged Collateral, to Section 4.02 hereof, Control of, the Collateral. Each Grantor shall pay any applicable filing fees, recordation fees and related expenses relating to its Collateral owned by such Grantor, subject to Liens permitted under in accordance with Section 4.1(e9.03(a) , provided that nothing herein shall be deemed to constitute an agreement to subordinate any of the Liens of the Administrative Agent under the Loan Documents to any Liens otherwise permitted under Section 4.1(e) Credit Agreement. Any financing statement filed by the Administrative Agent may be filed in such offices as the Administrative Agent reasonably determines to be appropriate to perfect the security interest of the Administrative Agent under this Security Agreement any filing office in any applicable UCC jurisdiction and may (i) indicate or describe such Grantor’s Collateral the Collateral (1A) as all assets of such the applicable Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of such jurisdiction, or (2B) by any other description which reasonably approximates the description contained in this Security Agreement, Agreement and (ii) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (A) in each case to the extent applicable, whether such the Grantor is an organization, and the type of such Grantor’s organizationorganization and any organizational identification number issued to the Grantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the relevant real property to which the Collateral relates. Such Each Grantor also agrees to furnish any such information described in the foregoing sentence to the Administrative Agent promptly upon request. Such Grantor also ratifies its authorization for the Administrative Agent to have filed in any UCC jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof Effective Date .

Authorization to File Financing Statements; Ratification. Such Each Grantor hereby (i) authorizes the Administrative Collateral Agent to filefile (A) all financing statements (including fixture filings) and amendments thereto with respect to the Collateral naming such Grantor as debtor and the Collateral Agent as secured party, in form appropriate for filing under the UCC of the relevant jurisdiction and if requested (B) filings with the United States Patent and Trademark Office and the United States Copyright Office (including any Intellectual Property Security Agreement) for the purpose of perfecting, enforcing, maintaining or protecting the Lien of the Collateral Agent in United States issued, registered and applied for Patents, Trademarks and Copyrights (in each case, to the extent constituting Collateral) and naming such Grantor as debtor and the Collateral Agent as secured party and (ii) subject to the exceptions and qualifications otherwise set forth herein and in any other Loan Document) will deliver terms of the Transaction Documents, agrees to the Administrative Agent, all financing statements and other documents and take such other actions actions, in each case as may from time to time be necessary and reasonably be requested by the Administrative Collateral Agent (and authorizes the Collateral Agent to take any such other actions, which it has no obligation to take) in order to establish and maintain a first priority priority, valid, enforceable (subject to the Legal Reservations) and perfected security interest in andand subject, if applicablein the case of Pledged Collateral, to Section 4.02 hereof, Control of, the Collateral. Each Grantor shall pay any applicable filing fees, recordation fees and related expenses relating to its Collateral owned by such Grantor, subject to Liens permitted under in accordance with Section 4.1(e5(a) , provided that nothing herein shall be deemed to constitute an agreement to subordinate any of the Liens of the Administrative Agent under the Loan Documents to any Liens otherwise permitted under Section 4.1(e) Note Purchase Agreement. Any financing statement filed by the Administrative Collateral Agent may be filed in such offices as the Administrative Agent reasonably determines to be appropriate to perfect the security interest of the Administrative Agent under this Security Agreement and may (i) indicate or describe such Grantor’s Collateral the Collateral (1A) as “all assets assets” of such the applicable Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of such jurisdiction, or (2B) by any other description which reasonably approximates the description contained in this Security Agreement, Agreement and (ii) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (A) in each case to the extent applicable, whether such the Grantor is an organization, and the type of such Grantor’s organizationorganization and any organization identification number issued to the Grantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the relevant real property to which the Collateral relates. Such Each Grantor also agrees to furnish any such information described in the foregoing sentence to the Administrative Collateral Agent promptly upon request. Such Grantor also ratifies its authorization for the Administrative Agent to have filed in any UCC jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof Effective Date .

Authorization to File Financing Statements; Ratification. Such Each Grantor hereby (i) authorizes the Administrative Agent to file, and if requested file (subject to the exceptions and qualifications otherwise set forth herein and in any other Loan DocumentA) will deliver to the Administrative Agent, all financing statements and other documents amendments thereto with respect to the Collateral naming such Grantor as debtor and the Agent as secured party, in form appropriate for filing under the UCC of the relevant jurisdiction and (B) filings with the United States Patent and Trademark Office and the United States Copyright Office (including any Intellectual Property Security Agreement executed by the relevant Grantor) for the purpose of perfecting, enforcing, maintaining or protecting the Lien of the Agent in United States issued, registered and applied for Patents, Trademarks and Copyrights and exclusive Copyright Licenses contained in the Collateral and naming such Grantor as debtor and the Agent as secured party and, (ii) subject to the terms of the Loan Documents (including the limitations set forth in Section 5.12 of the Credit Agreement) agrees to take such other actions actions, in each case described under clauses (i) and (ii) above, as may from time to time be necessary and reasonably be requested by the Administrative Agent (and authorizes the Agent to take any such other actions, consistent with and limited to the Perfection Requirements, which it has no obligation to take) in order to establish and maintain a first priority First Priority, valid, enforceable (subject to the Legal Reservations) and perfected security interest in andand subject, if applicablein the case of Pledged Collateral, to Section 4.02 hereof, Control of, the Collateral. Each Grantor shall pay any applicable filing fees, recordation fees and related reasonable expenses relating to its Collateral owned by such Grantor, subject to Liens permitted under in accordance with Section 4.1(e9.03(a) , provided that nothing herein shall be deemed to constitute an agreement to subordinate any of the Liens of the Administrative Agent under the Loan Documents to any Liens otherwise permitted under Section 4.1(e) Credit Agreement. Any financing statement filed by the Administrative Agent may be filed in such offices as the Administrative Agent reasonably determines to be appropriate to perfect the security interest of the Administrative Agent under this Security Agreement any filing office in any applicable UCC jurisdiction and may (i) indicate or describe such Grantor’s Collateral the Collateral (1A) as all assets of such the applicable Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of such jurisdiction, or (2B) by any other description which reasonably approximates the description contained in this Security Agreement, Agreement and (ii) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including whether such . Each Grantor is an organization, and the type of such Grantor’s organization. Such Grantor also agrees to furnish any such information described in the foregoing sentence to the Administrative Agent promptly upon request. Such Grantor also ratifies its authorization for the Administrative Agent to have filed in any UCC jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof Effective Date .

Authorization to File Financing Statements; Ratification. Such Each Grantor hereby (x) authorizes the Administrative Agent to file, and if requested (subject to the exceptions and qualifications otherwise set forth herein and in any other Loan Document) will deliver to the Administrative Agent, file all financing statements (including amendments and other documents continuations thereto) with respect to the Collateral naming such Grantor as debtor and the Administrative Agent as secured party, in form appropriate for filing under the PPSA of the relevant jurisdiction and (y) agrees to take such other actions as required by Section 5.14 of the ABL Credit Agreement, in each case as may from time to time be necessary and reasonably be requested by the Administrative Agent in order to establish and maintain (subject to Permitted Liens (to the extent such Permitted Liens are not prohibited from being senior to the Lien granted to the Administrative Agent hereunder)) a first priority valid, enforceable (subject to the Legal Reservations) and perfected First Priority security interest in andand subject, if applicablein the case of Pledged Collateral, Deposit Account and Securities Accounts, to Section 4.02 hereof, Control of, the Collateral. Each Grantor shall pay any applicable filing fees, recordation fees and related expenses relating to its Collateral owned by such Grantor, subject to Liens permitted under in accordance with Section 4.1(e9.03(a) , provided that nothing herein shall be deemed to constitute an agreement to subordinate any of the Liens of the Administrative Agent under the Loan Documents to any Liens otherwise permitted under Section 4.1(e) ABL Credit Agreement. Any financing statement filed by the The Administrative Agent may be filed file financing statements in such offices as the Administrative Agent reasonably determines to be appropriate to perfect the security interest of the Administrative Agent under this Security Agreement any applicable PPSA jurisdiction and may (i) indicate or describe such Grantor’s Collateral the Collateral (1A) as “all assets present and after acquired assets” of such the applicable Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC PPSA of such jurisdiction, or (2B) by any other description which reasonably approximates the description contained in this Security Agreement, Agreement and (ii) contain any other information required by part 5 of Article 9 of the UCC PPSA for the sufficiency or filing office acceptance of any financing statement or amendment, including (A) in each case to the extent applicable, whether such the Grantor is an organization, and the type of such Grantor’s organizationorganization and any organization identification number issued to the Grantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the relevant real property to which the Collateral relates. Such Each Grantor also agrees to furnish any such information described in the foregoing sentence to the Administrative Agent promptly upon request. Such Grantor also ratifies its authorization for the Administrative Agent to have filed in any UCC jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof Effective Date .

Authorization to File Financing Statements; Ratification. Such Each Grantor hereby (i) authorizes the Administrative Agent to file, and if requested file (subject to the exceptions and qualifications otherwise set forth herein and in any other Loan DocumentA) will deliver to the Administrative Agent, all financing statements and other documents amendments thereto with respect to the Collateral naming such Grantor as debtor and the Agent as secured party, in form appropriate for filing under the UCC of the relevant jurisdiction and (B) filings executed by such Grantor with the U.S. Patent and Trademark Office and the U.S. Copyright Office (including any Intellectual Property Security Agreement executed by the relevant Grantor) as may be necessary or advisable for the purpose of perfecting, enforcing, maintaining or protecting the Lien of the Agent in Registered Intellectual Property Collateral contained in the Collateral and naming such Grantor as debtor and the Agent as secured party and, (ii) subject to the terms of the Credit Documents (including the limitations set forth in Section 9.10 of the Credit Agreement) agrees to take such other actions as may from time to time be required under applicable law or be reasonably be requested by the Administrative Agent (and authorizes the Agent to take any such other actions, consistent with and limited to the Perfection Requirements, which it has no obligation to take) in order to establish and maintain a first priority valid, enforceable (subject to the Legal Reservations) and perfected security interest (with priority described in andthe Security Documents and Customary Intercreditor Agreements) in and subject, if applicablein the case of Pledged Collateral, to Section 4.02 hereof and Section 9.10 of the Credit Agreement, Control of, the Collateral owned by such Grantor, subject to Liens permitted under Section 4.1(e) , provided that nothing herein shall be deemed to constitute an agreement to subordinate any of the Liens Collateral. Each Grantor shall pay any applicable filing fees, recordation fees and related reasonable expenses relating to its Collateral in accordance with Section 13.5(a) of the Administrative Agent under the Loan Documents to any Liens otherwise permitted under Section 4.1(e) Credit Agreement. Any financing statement filed by the Administrative Agent may be filed in such offices as the Administrative Agent reasonably determines to be appropriate to perfect the security interest of the Administrative Agent under this Security Agreement any filing office in any applicable UCC jurisdiction and may (i) indicate or describe such Grantor’s Collateral the Collateral (1A) as all assets of such the applicable Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of such jurisdiction, or (2B) by any other description which reasonably approximates the description contained in this Security Agreement, Agreement and (ii) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including whether such . Each Grantor is an organization, and the type of such Grantor’s organization. Such Grantor also agrees to furnish any such information described in the foregoing sentence to the Administrative Agent promptly upon request. Such Grantor also ratifies its authorization for the Administrative Agent to have filed in any UCC jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof Effective Date .

Authorization to File Financing Statements; Ratification. Such Each Grantor hereby (i) authorizes the Administrative Agent to filefile (A) all financing statements (including fixture filings) and amendments and continuations thereto with respect to the Collateral naming such Grantor as debtor and the Administrative Agent as secured party, in form appropriate for filing under the UCC of the relevant jurisdiction and if requested (B) filings with the United States Patent and Trademark Office, the United States Copyright Office and the Canadian Intellectual Property Office (including any Intellectual Property Security Agreement) for the purpose of perfecting, enforcing, maintaining or protecting the Lien of the Administrative Agent in the United States or Canada issued, registered and applied for Patents, Trademarks, Designs and Copyrights (in each case, to the extent constituting Collateral) and naming such Grantor as debtor and the Administrative Agent as secured party and (ii) subject to the exceptions and qualifications otherwise set forth herein and in any other terms of the Loan Document) will deliver Documents, agrees to the Administrative Agent, all financing statements and other documents and take such other actions actions, in each case as may from time to time be necessary and reasonably be requested by the Administrative Agent (and authorizes the Administrative Agent to take any such other actions, which it has no obligation to take) in order to establish and maintain a first priority First Priority, valid, enforceable (subject to the Legal Reservations) and perfected security interest in andand subject, if applicablein the case of Pledged Collateral, to Section 4.02, Control of, the Collateral. Each Grantor shall pay any applicable filing fees, recordation fees and related expenses relating to its Collateral owned by such Grantor, subject to Liens permitted under in accordance with Section 4.1(e9.03(a) , provided that nothing herein shall be deemed to constitute an agreement to subordinate any of the Liens of the Administrative Agent under the Loan Documents to any Liens otherwise permitted under Section 4.1(e) Credit Agreement. Any financing statement filed by the Administrative Agent may be filed in such offices as the Administrative Agent reasonably determines to be appropriate to perfect the security interest of the Administrative Agent under this Security Agreement and may (i) indicate or describe such Grantor’s Collateral the Collateral (1A) as “all assets assets” of such the applicable Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of such jurisdiction, or (2B) by any other description which reasonably approximates the description contained in this Security Agreement, Agreement and (ii) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (A) in each case to the extent applicable, whether such the Grantor is an organization, and the type of such Grantor’s organizationorganization and any organization identification number issued to the Grantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the relevant real property to which the Collateral relates. Such Each Grantor also agrees to furnish any such information described in the foregoing sentence to the Administrative Agent promptly upon request. Such Grantor also ratifies its authorization for the Administrative Agent to have filed in any UCC jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof Effective Date .

Authorization to File Financing Statements; Ratification. Such Each Grantor hereby (i) authorizes the Administrative Agent to filefile (A) all financing statements (including fixture filings) and amendments thereto with respect to the Collateral naming such Grantor as debtor and the Agent as secured party, in form appropriate for filing under the UCC of the relevant jurisdiction, (B) filings with the United States Patent and Trademark Office and the United States Copyright Office (including any Intellectual Property Security Agreement) for the purpose of perfecting, enforcing, maintaining or protecting the Lien of the Agent in United States issued, registered and applied for Patents, Trademarks, Copyrights and Exclusive Copyright Licenses and naming such Grantor as debtor and the Agent as secured party, and if requested (C) other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Grantor hereunder and, (ii) subject to the exceptions and qualifications otherwise set forth herein and in any other terms of the Loan Document) will deliver Documents, agrees to the Administrative Agent, all financing statements and other documents and take such other actions actions, in each case as may from time to time be necessary or otherwise reasonably be requested by the Administrative Agent (and authorizes the Agent to take any such other actions, which it has no obligation to take) in order to establish and maintain a first priority priority, valid, enforceable (subject to the Legal Reservations) and perfected security interest in andand subject, if applicablein the case of Pledged Collateral, to Section 4.02, Control of, the Collateral owned by such GrantorCollateral, subject only to Liens permitted under Permitted Liens. Each Grantor (or the Borrower, in place of any Grantor) shall pay any applicable filing fees, recordation fees and related expenses relating to its Collateral in accordance with Section 4.1(e9.03(a) , provided that nothing herein shall be deemed to constitute an agreement to subordinate any of the Liens of the Administrative Agent under the Term Loan Documents to any Liens otherwise permitted under Section 4.1(e) Agreement. Any financing statement filed by the Administrative Agent may be filed in such offices as the Administrative Agent reasonably determines to be appropriate to perfect the security interest of the Administrative Agent under this Security Agreement any filing office in any applicable UCC jurisdiction and may (i) indicate or describe such Grantor’s Collateral the Collateral (1A) as all assets of such the applicable Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of such jurisdiction, or (2B) by any other description which reasonably approximates the description contained in this Security Agreement, Agreement and (ii) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (A) in each case to the extent applicable, whether such the applicable Grantor is an organization, and the type of organization and any organization identification number issued to such Grantor’s organizationGrantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the relevant real property to which the Collateral relates. Such Each Grantor also agrees to furnish any such information described in the foregoing sentence to the Administrative Agent promptly upon request. Such Grantor also ratifies its authorization for the Administrative Agent to have filed in any UCC jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof Effective Date .

Authorization to File Financing Statements; Ratification. Such Each Grantor hereby (i) authorizes the Administrative Collateral Agent to filefile (A) all financing statements (including fixture filings) and amendments thereto with respect to the Collateral naming such Grantor as debtor and the Collateral Agent as secured party, in form appropriate for filing under the UCC of the relevant jurisdiction, (B) filings with the United States Patent and Trademark Office and the United States Copyright Office (including any Intellectual Property Security Agreement) for the purpose of perfecting, enforcing, maintaining or protecting the Lien of the Collateral Agent in United States issued, registered and applied for Patents, Trademarks and Copyrights and naming such Grantor as debtor and the Collateral Agent as secured party, and if requested (C) other documents and, (ii) subject to the exceptions and qualifications otherwise set forth herein and in any other terms of the Loan Document) will deliver Documents agrees to the Administrative Agent, all financing statements and other documents and take such other actions actions, in each case as may from time to time be necessary or otherwise reasonably be requested by the Administrative Collateral Agent (and authorizes the Collateral Agent to take any such other actions, which it has no obligation to take) in order to establish and maintain a first priority First Priority, valid, enforceable (subject to the Legal Reservations) and perfected security interest in andand subject, if applicablein the case of Pledged Collateral, to Section 4.02 hereof, Control of, the Collateral. Each Grantor shall pay any applicable filing fees, recordation fees and related expenses relating to its Collateral owned by such Grantor, subject to Liens permitted under in accordance with Section 4.1(e9.03(a) , provided that nothing herein shall be deemed to constitute an agreement to subordinate any of the Liens of the Administrative Agent under the Loan Documents to any Liens otherwise permitted under Section 4.1(e) Amended and Restated First Lien Credit Agreement. Any financing statement filed by the Administrative Collateral Agent may be filed in such offices as the Administrative Agent reasonably determines to be appropriate to perfect the security interest of the Administrative Agent under this Security Agreement any filing office in any applicable UCC jurisdiction and may (i) indicate or describe such Grantor’s Collateral the Collateral (1A) as all assets of such the applicable Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of such jurisdiction, or (2B) by any other description which reasonably approximates the description contained in this Amended and Restated First Lien Security Agreement, Agreement and (ii) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (A) in each case to the extent applicable, whether such the Grantor is an organization, and the type of such Grantor’s organizationorganization and any organization identification number issued to the Grantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the relevant real property to which the Collateral relates. Such Each Grantor also agrees to furnish any such information described in the foregoing sentence to the Administrative Collateral Agent promptly upon request. Such Each Grantor also hereby ratifies its authorization for with regard to filings made by the Administrative Original Agent to have filed in any UCC jurisdiction any initial financing statements or amendments thereto if filed and the Collateral Agent prior to the date hereof Effective Date hereof.

Authorization to File Financing Statements; Ratification. Such Each Grantor hereby authorizes the Administrative Agent to filefile (A) all financing statements (including amendments and continuations thereto) with respect to the Collateral naming such Grantor as debtor and the Agent as secured party, in form appropriate for filing under the UCC of the relevant jurisdiction, (B) filings with the United States Patent and if requested Trademark Office and the United States Copyright Office (including any Intellectual Property Security Agreement) for the purpose of perfecting, enforcing, maintaining or protecting the Lien of the Agent in United States issued, registered or applied for Patents, Trademarks and Copyrights and naming such Grantor as debtor and the Agent as secured party and (C) other documents and, subject to the exceptions and qualifications otherwise set forth herein and in any other terms of the Loan Document) will deliver Documents, to the Administrative Agent, all financing statements and other documents and take such other actions as may from time to time be reasonably be requested by the Administrative Agent in order to establish and maintain a valid, enforceable (subject to the Legal Reservations) and perfected first priority perfected (subject to Permitted Liens) security interest in andand subject, if applicablein the case of Pledged Collateral, Deposit Accounts and Securities Accounts to Section 4.02 hereof, Control of, the Collateral. Each Grantor shall pay any applicable filing fees, recordation fees and related expenses relating to its Collateral owned by such Grantor, subject to Liens permitted under in accordance with Section 4.1(e9.03(a) , provided that nothing herein shall be deemed to constitute an agreement to subordinate any of the Liens of the Administrative Agent under the Loan Documents to any Liens otherwise permitted under Section 4.1(e) Credit Agreement. Any financing statement filed by the Administrative Agent may be filed in such offices as the Administrative Agent reasonably determines to be appropriate to perfect the security interest of the Administrative Agent under this Security Agreement any filing office in any applicable UCC jurisdiction and may (i) indicate or describe such Grantor’s Collateral the Collateral (1A) as all assets of such the applicable Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of such jurisdiction, or (2B) by any other description which reasonably approximates the description contained in this Security Agreement, Agreement and (ii) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (A) in each case to the extent applicable, whether such the Grantor is an organization, and the type of such Grantor’s organizationorganization and any organization identification number issued to the Grantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the relevant real property to which the Collateral relates. Such Each Grantor also agrees to furnish any such information described in the foregoing sentence to the Administrative Agent promptly upon request. Such Grantor also ratifies its authorization for the Administrative Agent to have filed in any UCC jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof Effective Date .

Authorization to File Financing Statements; Ratification. Such Each Grantor hereby (i) authorizes the Administrative Collateral Agent (or its designee) to file, and if requested file (subject to the exceptions and qualifications otherwise set forth herein and in any other Loan DocumentA) will deliver to the Administrative Agent, all financing statements and other documents amendments thereto with respect to the Collateral naming such Grantor as debtor and the Collateral Agent as secured party, in form appropriate for filing under the UCC of the relevant jurisdiction and (B) filings executed by such Grantor with the U.S. Patent and Trademark Office and the U.S. Copyright Office (including any Intellectual Property Security Agreement executed by the relevant Grantor) as may be necessary or advisable for the purpose of perfecting, enforcing, maintaining or protecting the Lien of the Collateral Agent in Registered Intellectual Property Collateral contained in the Collateral and naming such Grantor as debtor and the Collateral Agent as secured party and (ii) subject to the terms of the Credit Documents (including the limitations set forth in Section 9.10 of the Credit Agreement) agrees to take such other actions as may from time to time be required under applicable law or be reasonably be requested by the Administrative Collateral Agent (and authorizes the Collateral Agent (and its designee) to take any such other actions, consistent with and limited to the Perfection Requirements, which it has no obligation to take) in order to establish and maintain a first priority valid, enforceable (subject to the Legal Reservations) and perfected security interest (with priority described in andthe Security Documents and Customary Intercreditor Agreements) in and subject, if applicablein the case of Pledged Collateral, to Section 4.02 hereof and Section 9.10 of the Credit Agreement, Control of, the Collateral owned by such Grantor, subject to Liens permitted under Section 4.1(e) , provided that nothing herein shall be deemed to constitute an agreement to subordinate any of the Liens Collateral. Each Grantor shall pay any applicable filing fees, recordation fees and related reasonable expenses relating to its Collateral in accordance with Section 13.5(a) of the Administrative Agent under the Loan Documents to any Liens otherwise permitted under Section 4.1(e) Credit Agreement. Any financing statement filed by the Administrative Collateral Agent (or its designee) may be filed in such offices as the Administrative Agent reasonably determines to be appropriate to perfect the security interest of the Administrative Agent under this Security Agreement any filing office in any applicable UCC jurisdiction and may (i) indicate or describe such Grantor’s Collateral the Collateral (1A) as all assets of such the applicable Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of such jurisdiction, or (2B) by any other description which reasonably approximates the description contained in this Security Agreement, Agreement and (ii) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including whether such . Each Grantor is an organization, and the type of such Grantor’s organization. Such Grantor also agrees to furnish any such information described in the foregoing sentence to the Administrative Collateral Agent promptly upon request. Such Grantor also ratifies its authorization for the Administrative Agent to have filed in any UCC jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof Effective Date .

Authorization to File Financing Statements; Ratification. Such Each Grantor hereby (x) authorizes the Administrative Agent to file, and if requested (subject to the exceptions and qualifications otherwise set forth herein and in any other Loan DocumentA) will deliver to the Administrative Agent, file all financing statements (including amendments and other documents continuations thereto) with respect to the Collateral naming such Grantor as debtor and the Administrative Agent as secured party, in form appropriate for filing under the UCC of the relevant jurisdiction, (B) make all filings with the United States Patent and Trademark Office and the United States Copyright Office (including filing any Intellectual Property Security Agreement) for the purpose of perfecting, recording, enforcing, maintaining or protecting the Lien of the Administrative Agent in each Grantor’s United States issued, registered or applied for Patents, Trademarks and Copyrights (in each case, to the extent constituting Collateral) and naming such Grantor as debtor and the Administrative Agent as secured party and (y) agrees to take such other actions as required by Section 5.14 of the Term Loan Credit Agreement, in each case as may from time to time be necessary and reasonably be requested by the Administrative Agent in order to establish and maintain a (subject to Permitted Liens (to the extent such Permitted Liens are not prohibited from being senior to the Lien granted to the Administrative Agent hereunder)), valid, enforceable (subject to the Legal Reservations) and perfected first priority perfected (subject to Permitted Liens (to the extent such Permitted Liens are not prohibited from being senior to the Lien granted to the Administrative Agent hereunder)) security interest in andand subject, if applicablein the case of Pledged Collateral, to Section 4.02 hereof, Control of, the Collateral. Each Grantor shall pay any applicable filing fees, recordation fees and related expenses relating to its Collateral owned by such Grantor, subject to Liens permitted under in accordance with Section 4.1(e9.03(a) , provided that nothing herein shall be deemed to constitute an agreement to subordinate any of the Liens of the Administrative Agent under the Term Loan Documents to any Liens otherwise permitted under Section 4.1(e) Credit Agreement. Any financing statement filed by the The Administrative Agent may be filed file financing statements in such offices as the Administrative Agent reasonably determines to be appropriate to perfect the security interest of the Administrative Agent under this Security Agreement any applicable UCC jurisdiction and may (i) indicate or describe such Grantor’s Collateral the Collateral (1A) as “all assets assets” of such the applicable Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of such jurisdiction, or (2B) by any other description which reasonably approximates the description contained in this Security Agreement, Agreement and (ii) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (A) in each case to the extent applicable, whether such the Grantor is an organization, and the type of such Grantor’s organizationorganization and any organization identification number issued to the Grantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the relevant real property to which the Collateral relates. Such Each Grantor also agrees to furnish any such information described in the foregoing sentence to the Administrative Agent promptly upon request. Such Grantor also ratifies its authorization for the Administrative Agent to have filed in any UCC jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof Effective Date .

Authorization to File Financing Statements; Ratification. Such Grantor The Debtor shall file all appropriate financing statements necessary to perfect the security interest of the Secured Party in the Collateral. The Debtor hereby authorizes the Administrative Agent Secured Party to file, and if requested (subject to the exceptions and qualifications otherwise set forth herein and in any other Loan Document) will deliver to the Administrative AgentSecured Party, at Debtor’s expense, all financing statements statements, continuation statements, applications for certificates of title, notices, affidavits and other documents and amendments thereto and take such other actions as may from time to time be reasonably be requested by the Administrative Agent Secured Party in order to maintain a first priority perfected security interest in and, if applicable, Control of, the Collateral owned by such GrantorCollateral, subject only to Liens permitted under Section 4.1(e) ), provided that nothing herein shall be deemed or, upon the occurrence and during the continuation of an Event of Default, for the purpose of transferring and delivering title to constitute an agreement to subordinate all or any part of the Liens of the Administrative Agent under the Loan Documents to any Liens otherwise permitted under Section 4.1(e) Collateral. Any financing statement filed by the Administrative Agent Secured Party may be filed in such offices as the Administrative Agent reasonably determines to be appropriate to perfect the security interest of the Administrative Agent under this Security Agreement any filing office in any UCC jurisdiction and may may: (i) indicate or describe such Grantor’s the Collateral : (1) as all assets of such Grantor the Debtor or words of similar effect, regardless of whether any particular asset comprised in comprising a part of the Collateral falls within the scope of Article 9 of the UCC of or such jurisdiction, or (2) by any other description which reasonably approximates the description contained in this Security Agreement, and (ii) contain any other information required by part Part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including including: (A) whether such Grantor the Debtor is an organization, and the type of such Grantor’s organizationorganization and any organization identification number issued to the Debtor, and (B) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Such Grantor The Debtor also agrees to furnish any such information described in the foregoing sentence to the Administrative Agent Secured Party promptly upon request. Such Grantor The Debtor also ratifies its authorization for the Administrative Agent Secured Party to have filed in any UCC jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof Effective Date hereof.

Authorization to File Financing Statements; Ratification. Such Each Grantor hereby authorizes the Administrative Agent to file, and if requested (subject to the exceptions and qualifications otherwise set forth herein and in any other Loan Document) will deliver to the Administrative Agent, file all financing statements with respect to the Collateral naming such Grantor as debtor and the Agent as secured party, in form appropriate for filing under the UCC of the relevant jurisdiction and filings with the United States Patent and Trademark Office and the United States Copyright Office in favor of the Agent and, subject in each case to the limitations set forth in this Security Agreement and the other Loan Documents, each Grantor agrees to file or shall authorize the Agent to file such other documents and to take such other actions as may from time to time be reasonably be requested by the Administrative Agent in order to establish and maintain a first priority valid, enforceable (subject to the Legal Reservations) and perfected security interest (with the priority set forth in andthe Intercreditor Agreement or any other applicable Acceptable Intercreditor Agreement then in effect, if applicableany) in and subject, in the case of Pledged Collateral, to the extent required pursuant to Section 4.02 hereof, Control of, the Collateral. Each Grantor shall pay any applicable filing fees, recordation fees and related expenses relating to its Collateral owned by such Grantor, subject to Liens permitted under in accordance with Section 4.1(e9.03(a) , provided that nothing herein shall be deemed to constitute an agreement to subordinate any of the Liens of the Administrative Agent under the Loan Documents to any Liens otherwise permitted under Section 4.1(e) First Lien Credit Agreement. Any financing statement filed by the Administrative Agent may be filed in such offices as the Administrative Agent reasonably determines to be appropriate to perfect the security interest of the Administrative Agent under this Security Agreement any filing office in any applicable UCC jurisdiction and may (i) indicate or describe such Grantor’s Collateral the Collateral (1A) as all assets of such the applicable Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of such jurisdiction, or (2B) by any other description which reasonably approximates the description contained in this Security Agreement, Agreement and (ii) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (A) in each case to the extent applicable, whether such the Grantor is an organization, and the type of such Grantor’s organizationorganization and any organization identification number issued to the Grantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the relevant real property to which the Collateral relates. Such Each Grantor also agrees to furnish any such information described in the foregoing sentence to the Administrative Agent promptly upon request. Such Grantor also ratifies its authorization for the Administrative Agent to have filed in any UCC jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof Effective Date .

Authorization to File Financing Statements; Ratification. Such Each Grantor hereby (x) authorizes the Administrative Collateral Agent to file, and if requested (subject to the exceptions and qualifications otherwise set forth herein and in any other Loan DocumentA) will deliver to the Administrative Agent, file all financing statements (including amendments and other documents continuations thereto) with respect to the Collateral naming such Grantor as debtor and the Collateral Agent as secured party, in form appropriate for filing under the UCC of the relevant jurisdiction, (B) make all filings with the United States Patent and Trademark Office and the United States Copyright Office (including filing any Intellectual Property Security Agreement) for the purpose of perfecting, recording, enforcing, maintaining or protecting the Lien of the Collateral Agent in each Grantor’s United States issued, registered or applied for Patents, Trademarks and Copyrights (in each case, to the extent constituting Collateral) and naming such Grantor as debtor and the Collateral Agent as secured party and (y) agrees to take such other actions actions, in each case as may from time to time be necessary and reasonably be requested by the Administrative Collateral Agent in order to establish and maintain a first priority First Priority, valid, enforceable and perfected security interest in andand subject, if applicablein the case of Pledged Collateral, to Section 4.02 hereof, Control of, the Collateral. Each Grantor shall pay any applicable filing fees, recordation fees and related expenses relating to its Collateral. The Collateral owned by such Grantor, subject to Liens permitted under Section 4.1(e) , provided that nothing herein shall be deemed to constitute an agreement to subordinate any of the Liens of the Administrative Agent under the Loan Documents to any Liens otherwise permitted under Section 4.1(e) . Any financing statement filed by the Administrative Agent may be filed file financing statements in such offices as the Administrative Agent reasonably determines to be appropriate to perfect the security interest of the Administrative Agent under this Security Agreement any applicable UCC jurisdiction and may (i) indicate or describe such Grantor’s Collateral the Collateral (1A) as “all assets assets” of such the applicable Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of such jurisdiction, or (2B) by any other description which reasonably approximates the description contained in this Security Agreement, Agreement and (ii) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (A) in each case to the extent applicable, whether such the Grantor is an organization, and the type of such Grantor’s organizationorganization and any organization identification number issued to the Grantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the relevant real property to which the Collateral relates. Such Each Grantor also agrees to furnish any such information described in the foregoing sentence to the Administrative Collateral Agent promptly upon request. Such Grantor also ratifies its authorization for the Administrative Agent to have filed in any UCC jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof Effective Date .

Authorization to File Financing Statements; Ratification. Such Each Grantor hereby authorizes the Administrative Agent to file, and if requested (subject to the exceptions and qualifications otherwise set forth herein and in any other Loan Document) will deliver to the Administrative Agentfile Intellectual Property Security Agreement Supplements, all financing statements with respect to the Collateral naming such Grantor as debtor and other documents and the Agent as secured party, in form appropriate for filing under the UCC of the relevant jurisdiction and, subject to the terms of the Loan Documents, to take such other actions as may from time to time be reasonably be requested by the Administrative Agent in order to establish and maintain a first priority First Priority, valid, enforceable (subject to the Legal Reservations) and perfected security interest in andand subject, if applicablein the case of Pledged Collateral, to Section 4.02 hereof, Control of, the Collateral. Each Grantor shall pay any applicable filing fees, recordation fees and related expenses relating to its Collateral owned by such Grantor, subject to Liens permitted under in accordance with Section 4.1(e9.03(a) , provided that nothing herein shall be deemed to constitute an agreement to subordinate any of the Liens of the Administrative Agent under the Loan Documents to any Liens otherwise permitted under Section 4.1(e) Credit Agreement. Any financing statement filed by the Administrative Agent may be filed in such offices as the Administrative Agent reasonably determines to be appropriate to perfect the security interest of the Administrative Agent under this Security Agreement any filing office in any applicable UCC jurisdiction and may (i) indicate or describe such Grantor’s Collateral the Collateral (1A) as all assets of such the applicable Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of such jurisdiction, or (2B) by any other description which reasonably approximates the description contained in this Security Agreement, Agreement and (ii) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (A) in each case to the extent applicable, whether such the Grantor is an organization, and the type of such Grantor’s organizationorganization and any organization identification number issued to the Grantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the relevant real property to which the Collateral relates. Such Each Grantor also agrees to furnish any such information described in the foregoing sentence that is necessary for perfection to the Administrative Agent promptly upon the Agent’s reasonable written request. Such No Grantor also ratifies its authorization for shall be required to complete any filings or other action with respect to the Administrative Agent to have filed perfection of any security interests created hereby in any UCC Patents, Copyrights, or Trademarks subsisting in any jurisdiction any initial financing statements or amendments thereto if filed prior to outside of the date hereof Effective Date United States.

Authorization to File Financing Statements; Ratification. Such Each Grantor hereby (i) authorizes the Administrative Collateral Agent to filefile (A) all financing statements (including fixture filings) and amendments and continuation statements thereto with respect to the Collateral naming such Grantor as debtor and the Collateral Agent as secured party, in form appropriate for filing under the UCC of the relevant jurisdiction and if requested (B) filings with the United States Patent and Trademark Office and the United States Copyright Office (including any Intellectual Property Security Agreement) for the purpose of perfecting, enforcing, maintaining or protecting the Lien of the Collateral Agent in United States issued, registered and applied for Patents, Trademarks and Copyrights (in each case, to the extent constituting Collateral) and naming such Grantor as debtor and the Collateral Agent as secured party and, (ii) subject to the exceptions and qualifications otherwise set forth herein and in any other terms of the Loan Document) will deliver Documents, agrees to the Administrative Agent, all financing statements and other documents and take such other actions actions, in each case as may from time to time be necessary and reasonably be requested by the Administrative Collateral Agent (and authorizes the Collateral Agent to take any such other actions, which it has no obligation to take) in order to establish and maintain a first priority First Priority, valid, enforceable (subject to the Legal Reservations) and perfected (if and to the extent perfection is required pursuant to the Loan Documents) security interest in and, if applicablesubject, in the case of Pledged Collateral, to Section 4.02 hereof, Control of, the Collateral. Each Grantor shall pay any applicable filing fees, recordation fees and related expenses relating to its Collateral owned by such Grantor, in accordance with and subject to Liens permitted the limitations under Section 4.1(e9.03(a) , provided that nothing herein shall be deemed to constitute an agreement to subordinate any of the Liens of the Administrative Agent under the Loan Documents to any Liens otherwise permitted under Section 4.1(e) Credit Agreement. Any financing statement filed by the Administrative Collateral Agent may be filed in such offices as the Administrative Agent reasonably determines to be appropriate to perfect the security interest of the Administrative Agent under this Security Agreement and may (i) indicate or describe such Grantor’s Collateral the Collateral (1A) as “all assets assets” of such the applicable Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of such jurisdiction, or (2B) by any other description which reasonably approximates the description contained in this Security Agreement, Agreement and (ii) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including in each case to the extent applicable, whether such the Grantor is an organization, and the type of such organization and any organization identification number issued to the Grantor’s organization. Such Each Grantor also agrees to furnish any such information described in the foregoing sentence to the Administrative Collateral Agent promptly upon request. Such Grantor also ratifies its authorization for the Administrative Agent to have filed in any UCC jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof Effective Date .

Authorization to File Financing Statements; Ratification. Such Each Grantor hereby (x) authorizes the Administrative Agent to file, and if requested (subject to the exceptions and qualifications otherwise set forth herein and in any other Loan DocumentA) will deliver to the Administrative Agent, file all financing statements (including amendments and other documents continuations thereto) with respect to the Collateral naming such Grantor as debtor and the Administrative Agent as secured party, in form appropriate for filing under the UCC of the relevant jurisdiction, (B) make all filings with the United States Patent and Trademark Office and the United States Copyright Office (including filing any Intellectual Property Security Agreement) for the purpose of perfecting, recording, enforcing, maintaining or protecting the Lien of the Administrative Agent in each Grantor’s United States issued, registered or applied for Patents, Trademarks and Copyrights (in each case, to the extent constituting Collateral) and naming such Grantor as debtor and the Administrative Agent as secured party and (y) agrees to take such other actions as required by Section 5.14 of the First Lien Credit Agreement, in each case as may from time to time be necessary and reasonably be requested by the Administrative Agent in order to establish and maintain a first priority (subject to Permitted Liens (to the extent such Permitted Liens are not prohibited from being senior to the Lien granted to the Administrative Agent hereunder)), valid, enforceable (subject to the Legal Reservations) and perfected First Priority security interest in andand subject, if applicablein the case of Pledged Collateral, to Section 4.02 hereof, Control of, the Collateral. Each Grantor shall pay any applicable filing fees, recordation fees and related expenses relating to its Collateral owned by such Grantor, subject to Liens permitted under in accordance with Section 4.1(e9.03(a) , provided that nothing herein shall be deemed to constitute an agreement to subordinate any of the Liens of the Administrative Agent under the Loan Documents to any Liens otherwise permitted under Section 4.1(e) First Lien Credit Agreement. Any financing statement filed by the The Administrative Agent may be filed file financing statements in such offices as the Administrative Agent reasonably determines to be appropriate to perfect the security interest of the Administrative Agent under this Security Agreement any applicable UCC jurisdiction and may (i) indicate or describe such Grantor’s Collateral the Collateral (1A) as “all assets assets” of such the applicable Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of such jurisdiction, or (2B) by any other description which reasonably approximates the description contained in this Security Agreement, Agreement and (ii) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (A) in each case to the extent applicable, whether such the Grantor is an organization, and the type of such Grantor’s organizationorganization and any organization identification number issued to the Grantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the relevant real property to which the Collateral relates. Such Each Grantor also agrees to furnish any such information described in the foregoing sentence to the Administrative Agent promptly upon request. Such Grantor also ratifies its authorization for the Administrative Agent to have filed in any UCC jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof Effective Date .

Authorization to File Financing Statements; Ratification. Such Each Grantor hereby authorizes the Administrative Agent to filefile (A) all financing statements (including amendments and continuations thereto) with respect to the Collateral naming such Grantor as debtor and the Agent as secured party, in form appropriate for filing under the UCC of the relevant jurisdiction, (B) filings with the United States Patent and if requested Trademark Office and the United States Copyright Office (including any Intellectual Property Security Agreement) for the purpose of perfecting, enforcing, maintaining or protecting the Lien of the Agent in United States issued, registered or applied for Patents, Trademarks and Copyrights and naming such Grantor as debtor and the Agent as secured party and (C) other documents and, subject to the exceptions and qualifications otherwise set forth herein and in any other terms of the Loan Document) will deliver Documents, to the Administrative Agent, all financing statements and other documents and take such other actions as may from time to time be reasonably be requested by the Administrative Agent in order to establish and maintain a valid, enforceable (subject to the Legal Reservations) and perfected first priority perfected (subject to Permitted Liens) security interest in andand subject, if applicablein the case of Pledged Collateral, to Section 4.02 hereof, Control of, the Collateral. Each Grantor shall pay any applicable filing fees, recordation fees and related expenses relating to its Collateral owned by such Grantor, subject to Liens permitted under in accordance with Section 4.1(e9.03(a) , provided that nothing herein shall be deemed to constitute an agreement to subordinate any of the Liens of the Administrative Agent under the Loan Documents to any Liens otherwise permitted under Section 4.1(e) Credit Agreement. Any financing statement filed by the Administrative Agent may be filed in such offices as the Administrative Agent reasonably determines to be appropriate to perfect the security interest of the Administrative Agent under this Security Agreement any filing office in any applicable UCC jurisdiction and may (i) indicate or describe such Grantor’s Collateral the Collateral (1A) as all assets of such the applicable Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of such jurisdiction, or (2B) by any other description which reasonably approximates the description contained in this Security Agreement, Agreement and (ii) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (A) in each case to the extent applicable, whether such the Grantor is an organization, and the type of such Grantor’s organizationorganization and any organization identification number issued to the Grantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the relevant real property to which the Collateral relates. Such Each Grantor also agrees to furnish any such information described in the foregoing sentence to the Administrative Agent promptly upon request. Such Grantor also ratifies its authorization for the Administrative Agent to have filed in any UCC jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof Effective Date .

Authorization to File Financing Statements; Ratification. Such Each Grantor hereby (i) authorizes the Administrative Agent to filefile (A) all financing statements (including fixture filings) and amendments (including financing change statements) and continuations thereto or renewals thereof with respect to the Collateral naming such Grantor as debtor and the Administrative Agent as secured party, in form appropriate for filing under the PPSA or UCC of the relevant jurisdiction and if requested (B) filings with the Canadian Intellectual Property Office, the United States Patent and Trademark Office and the United States Copyright Office (including any Intellectual Property Security Agreement) for the purpose of perfecting, enforcing, maintaining or protecting the Lien of the Administrative Agent in Canadian or United States issued, registered and applied for Patents, Trademarks, Designs and Copyrights (in each case, to the extent constituting Collateral) and naming such Grantor as debtor and the Administrative Agent as secured party and (ii) subject to the exceptions and qualifications otherwise set forth herein and in any other terms of the Loan Document) will deliver Documents, agrees to the Administrative Agent, all financing statements and other documents and take such other actions actions, in each case as may from time to time be necessary and reasonably be requested by the Administrative Agent (and authorizes the Administrative Agent to take any such other actions, which it has no obligation to take) in order to establish and maintain a first priority First Priority, valid, enforceable (subject to the Legal Reservations) and perfected security interest in andand subject, if applicablein the case of Pledged Collateral, to Section 4.02, Control of, the Collateral. Each Grantor shall pay any applicable filing fees, recordation fees and related expenses relating to its Collateral owned by such Grantor, subject to Liens permitted under in accordance with Section 4.1(e9.03(a) , provided that nothing herein shall be deemed to constitute an agreement to subordinate any of the Liens of the Administrative Agent under the Loan Documents to any Liens otherwise permitted under Section 4.1(e) Credit Agreement. Any financing statement filed by the Administrative Agent may be filed in such offices as the Administrative Agent reasonably determines to be appropriate to perfect the security interest of the Administrative Agent under this Security Agreement and may (i) indicate or describe such Grantor’s Collateral the Collateral (1A) as “all assets present and after-acquired personal property” or “all assets” of such the applicable Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of such jurisdictionPPSA, or (2B) by any other description which reasonably approximates the description contained in this Security Agreement, Agreement and (ii) contain any other information required by the PPSA or part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (A) in each case to the extent applicable, whether such the Grantor is an organization, and the type of such Grantor’s organizationorganization and any organization identification number issued to the Grantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the relevant real property to which the Collateral relates. Such Each Grantor also agrees to furnish any such information described in the foregoing sentence to the Administrative Agent promptly upon request. Such Grantor also ratifies its authorization for the Administrative Agent to have filed in any UCC jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof Effective Date .

Authorization to File Financing Statements; Ratification. Such (a) Each Grantor hereby hereby (i) authorizes the Administrative Agent at any time and from time to filetime to file (A) all financing statements (including fixture filings) and amendments thereof or continuation statements with respect thereto with respect to the Collateral naming such Grantor as debtor and the Agent as secured party and (B) the applicable Intellectual Property Security Agreements with the United States Patent and Trademark Office and the United States Copyright Office for the purpose of perfecting, enforcing, maintaining or protecting the Lien of the Agent in United States issuances of, registrations for, or applications for registration of Patents, Trademarks and if requested Copyrights (in each case, to the extent constituting Collateral) and naming such Grantor as debtor and the Agent as secured party, (ii) subject to the exceptions and qualifications otherwise set forth herein and in any other terms of the Loan Document) will deliver Documents, agrees to the Administrative Agent, all financing statements and other documents and take such other actions at its expense as may from time to time be necessary, advisable or otherwise reasonably be requested by the Administrative Agent (and authorizes the Agent to take any such other actions, which the Agent has no obligation to take) in order to establish and maintain a first priority First Priority, valid, enforceable (subject to the Legal Reservations) and perfected security interest in andand Lien on the Collateral. The Grantors shall pay any applicable filing fees, if applicable, Control of, recordation fees and related expenses relating to the Collateral owned by such Grantor, foregoing in accordance with and subject to Liens permitted the limitations under Section 4.1(e9.03(a) , provided that nothing herein shall be deemed to constitute an agreement to subordinate any of the Liens of the Administrative Agent under the Loan Documents to any Liens otherwise permitted under Section 4.1(e) Credit Agreement. Any financing statement filed by the Administrative Agent may be filed in such offices as the Administrative Agent reasonably determines to be appropriate to perfect the security interest of the Administrative Agent under this Security Agreement any filing office in any applicable UCC jurisdiction and may (i) indicate or describe such Grantor’s Collateral the Collateral (1A) as “all assets of such Grantor assets”, “all assets, whether now owned or hereafter acquired and wherever located” or words of similar effect, regardless of whether any particular asset comprised (B) as being equal or lesser in the Collateral falls within the scope of Article 9 of the UCC of such jurisdiction, or with greater detail or (2C) by any other description which reasonably approximates the description contained in this Security Agreement, Agreement and (ii) contain any other information required by part 5 of Article 9 of the UCC of such jurisdiction for the sufficiency or filing office acceptance of any financing statement, continuation statement or amendment, including in each case to the extent applicable, whether such the Grantor is an organization, and the type of such Grantor’s organization. Such Grantor also agrees to furnish organization and any such information described in the foregoing sentence organization identification number issued to the Administrative Agent promptly upon request. Such Grantor also ratifies its authorization for the Administrative Agent to have filed in any UCC jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof Effective Date Grantor.

Authorization to File Financing Statements; Ratification. Such (a) Each Grantor hereby (i) authorizes the Administrative Agent at any time and from time to filetime to file (A) all financing statements (including fixture filings) and amendments thereof or continuation statements with respect thereto with respect to the Collateral naming such Grantor as debtor and the Agent as secured party and (B) the applicable Intellectual Property Security Agreements with the United States Patent and Trademark Office and the United States Copyright Office for the purpose of perfecting, enforcing, maintaining or protecting the Lien of the Agent in United States issuances of, registrations for, or applications for registration of Patents, Trademarks and if requested Copyrights (in each case, to the extent constituting Collateral) and naming such Grantor as debtor and the Agent as secured party, (ii) subject to the exceptions and qualifications otherwise set forth herein and in any other terms of the Loan Document) will deliver Documents, agrees to the Administrative Agent, all financing statements and other documents and take such other actions at its expense as may from time to time be necessary, advisable or otherwise reasonably be requested by the Administrative Agent (and authorizes the Agent to take any such other actions, which the Agent has no obligation to take) in order to establish and maintain a first priority First Priority, valid, enforceable (subject to the Legal Reservations) and perfected security interest in andand Lien on the Collateral. The Grantors shall pay any applicable filing fees, if applicable, Control of, recordation fees and related expenses relating to the Collateral owned by such Grantor, foregoing in accordance with and subject to Liens permitted the limitations under Section 4.1(e9.03(a) , provided that nothing herein shall be deemed to constitute an agreement to subordinate any of the Liens of the Administrative Agent under the Loan Documents to any Liens otherwise permitted under Section 4.1(e) Credit Agreement. Any financing statement filed by the Administrative Agent may be filed in such offices as the Administrative Agent reasonably determines to be appropriate to perfect the security interest of the Administrative Agent under this Security Agreement any filing office in any applicable UCC jurisdiction and may (i) indicate or describe such Grantor’s Collateral the Collateral (1A) as “all assets of such Grantor assets”, “all assets, whether now owned or hereafter acquired and wherever located” or words of similar effect, regardless of whether any particular asset comprised (B) as being equal or lesser in the Collateral falls within the scope of Article 9 of the UCC of such jurisdiction, or with greater detail or (2C) by any other description which reasonably approximates the description contained in this Security Agreement, Agreement and (ii) contain any other information required by part 5 of Article 9 of the UCC of such jurisdiction for the sufficiency or filing office acceptance of any financing statement, continuation statement or amendment, including in each case to the extent applicable, whether such the Grantor is an organization, and the type of such Grantor’s organization. Such Grantor also agrees to furnish organization and any such information described in the foregoing sentence organization identification number issued to the Administrative Agent promptly upon request. Such Grantor also ratifies its authorization for the Administrative Agent to have filed in any UCC jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof Effective Date Grantor.

Authorization to File Financing Statements; Ratification. Such Each Grantor hereby (i) authorizes the Administrative Agent Noteholder to filefile (A) all financing statements (including fixture filings) and amendments thereto with respect to the Collateral naming such Grantor as debtor and the Noteholder as secured party, in form appropriate for filing under the UCC of the relevant jurisdiction and if requested (B) filings with the United States Patent and Trademark Office and the United States Copyright Office (including any Intellectual Property Security Agreement) for the purpose of perfecting, enforcing, maintaining or protecting the Lien of the Noteholder in United States issued, registered and applied for Patents, Trademarks and Copyrights (in each case, to the extent constituting Collateral) and naming such Grantor as debtor and the Noteholder as secured party and (ii) subject to the exceptions and qualifications otherwise set forth herein and in any other Loan Document) will deliver terms of the Transaction Documents, agrees to the Administrative Agent, all financing statements and other documents and take such other actions actions, in each case as may from time to time be necessary and reasonably be requested by the Administrative Agent Noteholder (and authorizes the Noteholder to take any such other actions, which it has no obligation to take) in order to establish and maintain a first priority priority, valid, enforceable (subject to the Legal Reservations) and perfected security interest in andand subject, if applicablein the case of Pledged Collateral, to Section 4.02 hereof, Control of, the Collateral. Each Grantor shall pay any applicable filing fees, recordation fees and related expenses relating to its Collateral owned by such Grantor, subject to Liens permitted under in accordance with Section 4.1(e5(c) , provided that nothing herein shall be deemed to constitute an agreement to subordinate any of the Liens of the Administrative Agent under the Loan Documents to any Liens otherwise permitted under Section 4.1(e) Note Purchase Agreement. Any financing statement filed by the Administrative Agent may be filed in such offices as the Administrative Agent reasonably determines to be appropriate to perfect the security interest of the Administrative Agent under this Security Agreement and Noteholder may (i) indicate or describe such Grantor’s Collateral the Collateral (1A) as “all assets assets” of such the applicable Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of such jurisdiction, or (2B) by any other description which reasonably approximates the description contained in this Security Agreement, Agreement and (ii) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (A) in each case to the extent applicable, whether such the Grantor is an organization, and the type of such Grantor’s organizationorganization and any organization identification number issued to the Grantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the relevant real property to which the Collateral relates. Such Each Grantor also agrees to furnish any such information described in the foregoing sentence to the Administrative Agent Noteholder promptly upon request. Such Grantor also ratifies its authorization for the Administrative Agent to have filed in any UCC jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof Effective Date .

Authorization to File Financing Statements; Ratification. Such Each Grantor hereby (x) authorizes the Administrative Agent to file, and if requested (subject to the exceptions and qualifications otherwise set forth herein and in any other Loan Document) will deliver to the Administrative Agent, file all financing statements (including amendments and other documents continuations thereto) with respect to the Collateral naming such Grantor as debtor and the Administrative Agent as secured party, in form appropriate for filing under the PPSA of the relevant jurisdiction and (y) agrees to take such other actions as required by Section 5.14 of the ABL Credit Agreement, in each case as may from time to time be necessary and reasonably be requested by the Administrative Agent in order to establish and maintain (subject to Permitted Liens (to the extent such Permitted Liens are not prohibited from being senior to the Lien granted to the Administrative Agent hereunder)) a first priority valid, enforceable (subject to the Legal Reservations) and perfected First Priority security interest in andand subject, if applicablein the case of Pledged Collateral, Deposit Account and Securities Accounts, to Section 4.02 hereof, Control of, the Collateral. Each Grantor shall pay any applicable filing fees, recordation fees and related expenses relating to its Collateral owned by such Grantor, subject to Liens permitted under in accordance with Section 4.1(e9.03(a) , provided that nothing herein shall be deemed to constitute an agreement to subordinate any of the Liens of the Administrative Agent under the Loan Documents to any Liens otherwise permitted under Section 4.1(e) ABL Credit Agreement. Any financing statement filed by the The Administrative Agent may be filed file financing statements in such offices as the Administrative Agent reasonably determines to be appropriate to perfect the security interest of the Administrative Agent under this Security Agreement any applicable PPSA jurisdiction and may (i) indicate or describe such Grantor’s Collateral the Collateral (1A) as “all assets present and after acquired assets” of such the applicable Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC PPSA of such jurisdiction, or (2B) by any other description which reasonably approximates the description contained in this Security Agreement, Agreement and (ii) contain any other information required by part 5 of Article 9 of the UCC PPSA for the sufficiency or filing office acceptance of any financing statement or amendment, including (A) in each case to the extent applicable, whether such the Grantor is an organization, and the type of such Grantor’s organizationorganization and any organization identification number issued to the Grantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the relevant real property to which the Collateral relates. Such Each Grantor also agrees to furnish any such information described in the foregoing sentence to the Administrative Agent promptly upon request. Such Grantor also ratifies its authorization for the Administrative Agent to have filed in any UCC jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof Effective Date .CAN_DMS: \139431020\5

Authorization to File Financing Statements; Ratification. Such Each Grantor hereby (i) authorizes the Administrative Agent to filefile (A) all financing statements (including fixture filings) and amendments thereto with respect to the Collateral naming such Grantor as debtor and the Agent as secured party, in form appropriate for filing under the UCC of the relevant jurisdiction and if requested (B) filings with the United States Patent and Trademark Office and the United States Copyright Office (including any Intellectual Property Security Agreement) for the purpose of perfecting, enforcing, maintaining or protecting the Lien and security interest (including its perfection and priority) of the Agent in United States issued, registered and applied for Patents, Trademarks and Copyrights (in each case, to the extent constituting Collateral) and naming such Grantor as debtor and the Agent as secured party and, (ii) subject to the exceptions and qualifications otherwise set forth herein and in any other terms of the Loan Document) will deliver Documents agrees to the Administrative Agent, all financing statements and other documents and take such other actions actions, in each case as may from time to time be necessary or otherwise reasonably be requested by the Administrative Agent (and authorizes the Agent to take any such other actions, which it has no obligation to take) in order to establish and maintain a first priority valid, enforceable (subject to the Legal Reservations) and perfected security interest in andand subject, if applicablein the case of Pledged Collateral, to Section 4.02 hereof, Control of, the Collateral. Each Grantor shall pay any applicable filing fees, recordation fees and related expenses relating to its Collateral owned by such Grantor, subject to Liens permitted under in accordance with Section 4.1(e9.03(a) , provided that nothing herein shall be deemed to constitute an agreement to subordinate any of the Liens of the Administrative Agent under the Loan Documents to any Liens otherwise permitted under Section 4.1(e) Credit Agreement. Any financing statement filed by the Administrative Agent may be filed in such offices as the Administrative Agent reasonably determines to be appropriate to perfect the security interest of the Administrative Agent under this Security Agreement any filing office in any applicable UCC jurisdiction and may (i) indicate or describe such Grantor’s Collateral the Collateral (1A) as all assets of such the applicable Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of such jurisdiction, or (2B) by any other description which reasonably approximates the description contained in this Security Agreement, Agreement and (ii) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (A) in each case to the extent applicable, whether such the Grantor is an organization, and the type of such Grantor’s organizationorganization and any organization identification number issued to the Grantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the relevant real property to which the Collateral relates. Such Each Grantor also agrees to furnish any such information described in the foregoing sentence to the Administrative Agent promptly upon request. Such Grantor also ratifies its authorization for the Administrative Agent to have filed in any UCC jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof Effective Date .

Authorization to File Financing Statements; Ratification. Such Each Grantor hereby authorizes the Administrative Agent Collateral Trustee to filefile (but without obligation to do so), and, if requested, agrees to prepare and if requested (subject to the exceptions and qualifications otherwise set forth herein and in any other Loan Document) will deliver to the Administrative AgentCollateral Trustee, all financing statements statements, in form appropriate for filing under the UCC of the relevant jurisdiction, and to execute and deliver other documents (including IP Filings) and take such other actions as may from time to time be necessary and reasonably be requested by the Administrative Agent Collateral Trustee in order to establish and maintain a first priority valid, enforceable (subject to applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally and to general principles of equity and principles of good faith and dealing) and perfected security interest in and, if applicablewith respect to Pledged Collateral to the extent required under ‎Section 4.03, Control of, the Collateral owned by Collateral; provided, that the primary responsibility for filing any initial financing statements under the UCC and the filing or recording of any other documents (including IP Filings) and to take such Grantor, other actions as may from time to time be necessary in order to establish and maintain a valid and enforceable security interest hereunder rests solely on the applicable Grantor (subject to Liens permitted under Section 4.1(esuch Grantor obtaining necessary authorizations from the Collateral Trustee with respect to any such filing and/or recordation) and the Collateral Trustee shall have no obligation to prepare, provided that nothing herein shall be deemed to constitute an agreement to subordinate file or record any financing statement or continuation statement or ensure the preparation, filing or recording of the Liens same. Notwithstanding anything to the contrary set forth in this Security Agreement, the Collateral Trustee hereby agrees to authorize the applicable Grantor to (a) file any financing statements (including continuation statements) that are prepared by the applicable Grantor and which require the Collateral Trustee’s authorization pursuant to Section 9-509 of the Administrative Agent under UCC or any other applicable law or (b) file or record any other documents or instruments and take such other actions as may from time to time be necessary in order to establish and maintain a second priority Lien, and to provide such authorization in each case within five (5) Business Days’ after having received a written notice of any Grantor’s intent to file any financing statements (including continuation statements and amendments) and receipt of draft financing statements therewith (but without obligation or duty on the Loan Documents Collateral Trustee to investigate or confirm as to the accuracy and completeness of any Liens otherwise permitted under such financing statements, other documents, instruments or the filing jurisdictions). Each Grantor shall pay any applicable filing fees, recordation taxes and related expenses to the extent incurred by the Collateral Trustee relating to the Collateral in accordance with Section 4.1(e) 7.06 of the Indenture. Any financing statement filed by in connection with the Administrative Agent security interests granted to the Collateral Trustee hereunder with respect to the Collateral may be filed in such offices as the Administrative Agent reasonably determines to be appropriate to perfect the security interest of the Administrative Agent under this Security Agreement any filing office in any applicable UCC jurisdiction and may (i) be filed without the signature of such Grantor where permitted by law, (ii) indicate or describe such Grantor’s Collateral the Collateral (1A) as all assets of such Grantor the applicable Grantor, whether now owned or hereafter acquired, or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of such jurisdiction, or (2B) by any other description which reasonably approximates the description of the Collateral contained in this Security Agreement, and (iiiii) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (A) whether such the Grantor is an organization, organization and the type of organization of such Grantor’s organizationGrantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of real property to which the Collateral relates. Such Each Grantor also agrees to furnish any such information described in the foregoing sentence to the Administrative Agent Collateral Trustee promptly upon request. Such Grantor also ratifies its authorization for the Administrative Agent to have filed in any UCC jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof Effective Date .

Authorization to File Financing Statements; Ratification. Such Each Grantor hereby (x) authorizes the Administrative Agent to file, and if requested (subject to the exceptions and qualifications otherwise set forth herein and in any other Loan DocumentA) will deliver to the Administrative Agent, file all financing statements (including amendments and other documents continuations thereto) with respect to the Collateral naming such Grantor as debtor and the Administrative Agent as secured party, in form appropriate for filing under the UCC of the relevant jurisdiction, (B) make all filings with the United States Patent and Trademark Office and the United States Copyright Office (including filing any Intellectual Property Security Agreement) for the purpose of perfecting, recording, enforcing, maintaining or protecting the Lien of the Administrative Agent in each Grantor’s United States issued, registered or applied for Patents, Trademarks and Copyrights (in each case, to the extent constituting Collateral) and naming such Grantor as debtor and the Administrative Agent as secured party and (y) agrees to take such other actions as required by Section 5.14 of the Second Lien Credit Agreement, in each case as may from time to time be necessary and reasonably be requested by the Administrative Agent in order to establish and maintain a first priority Second Priority (subject to Permitted Liens (to the extent such Permitted Liens are not prohibited from being senior to the Lien granted to the Administrative Agent hereunder)), valid, enforceable (subject to the Legal Reservations) and perfected security interest in andand subject, if applicablein the case of Pledged Collateral, to Section 4.02 hereof, Control of, the Collateral. Each Grantor shall pay any applicable filing fees, recordation fees and related expenses relating to its Collateral owned by such Grantor, subject to Liens permitted under in accordance with Section 4.1(e9.03(a) , provided that nothing herein shall be deemed to constitute an agreement to subordinate any of the Liens of the Administrative Agent under the Loan Documents to any Liens otherwise permitted under Section 4.1(e) Second Lien Credit Agreement. Any financing statement filed by the The Administrative Agent may be filed file financing statements in such offices as the Administrative Agent reasonably determines to be appropriate to perfect the security interest of the Administrative Agent under this Security Agreement any applicable UCC jurisdiction and may (i) indicate or describe such Grantor’s Collateral the Collateral (1A) as “all assets assets” of such the applicable Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of such jurisdiction, or (2B) by any other description which reasonably approximates the description contained in this Security Agreement, Agreement and (ii) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (A) in each case to the extent applicable, whether such the Grantor is an organization, and the type of such Grantor’s organizationorganization and any organization identification number issued to the Grantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the relevant real property to which the Collateral relates. Such Each Grantor also agrees to furnish any such information described in the foregoing sentence to the Administrative Agent promptly upon request. Such Grantor also ratifies its authorization for the Administrative Agent to have filed in any UCC jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof Effective Date .