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

Authorization to File Financing Statements; Ratification. Each Grantor hereby (i) authorizes the Collateral Agent to file (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 (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 terms of the Transaction Documents, agrees to take such other actions, in each case as may from time to time be necessary and reasonably requested by the 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, valid, enforceable (subject to the Legal Reservations) and perfected security interest in and subject, 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 in accordance with Section 5(a) of the Note Purchase Agreement. Any financing statement filed by the Collateral Agent may (i) indicate the Collateral (A) as “all assets” of 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 (B) 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 (A) in each case to the extent applicable, whether the Grantor is an organization, the type of organization 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. Each Grantor agrees to furnish any such information to the Collateral Agent promptly upon request.

Authorization to File Financing Statements; Ratification. Each Subject to the limitations set forth in Section 5.12 of the Credit Agreement, each Grantor hereby (i) authorizes the Collateral Agent to file (A) all financing statements (including fixture filingsamendments and continuations thereto) 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 (B) filings with the United States Patent and Trademark Office and 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 Collateral Agent in United States US or Canadian issued, registered and 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 Collateral Agent as secured party and (ii) subject to the terms of the Transaction Loan Documents, agrees to take such other actions, in each case actions as may from time to time be necessary and or otherwise reasonably requested by the 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, valid, enforceable (subject to the Legal ReservationsReservations and Section 5.12 of the Credit Agreement) a First Priority, valid, enforceable and perfected security interest in and subject, 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 in accordance with Section 5(a9.03(a) of the Note Purchase Credit Agreement. Any financing statement filed by the Collateral Agent may be filed in any filing office in any applicable UCC jurisdiction and may (i) indicate the Collateral (A) as “all assets” assets of 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 (B) 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 (A) in each case to the extent applicable, whether the Grantor is an organization, the type of organization and any organization 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. Each Grantor agrees to furnish any such information to the Collateral Agent promptly upon request.

Authorization to File Financing Statements; Ratification. Each Such Grantor hereby (i) authorizes the Collateral Administrative Agent to file file, and if requested (Asubject to the exceptions and qualifications otherwise set forth herein and in any other Loan Document) will deliver to the Administrative Agent, all financing statements (including fixture filings) and amendments thereto with respect to the Collateral naming such Grantor as debtor other documents and the 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 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 terms of the Transaction Documents, agrees to take such other actions, in each case actions as may from time to time reasonably be necessary and reasonably requested by the Collateral Administrative 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, valid, enforceable (subject to the Legal Reservations) and priority perfected security interest in and subjectand, in the case of Pledged Collateral, to Section 4.02 hereofif applicable, Control of, the Collateral. Each Grantor Collateral owned by such Grantor, subject to Liens permitted under Section 4.1(e) , provided that nothing herein shall pay be deemed to constitute an agreement to subordinate any applicable filing fees, recordation fees and related expenses relating to its Collateral in accordance with Section 5(a) of the Note Purchase AgreementLiens of the Administrative Agent under the Loan Documents to any Liens otherwise permitted under Section 4.1(e) . Any financing statement filed by the Collateral 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 the or describe such Grantor’s Collateral (A1) as “all assets” assets of the applicable 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 (B2) 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 the such Grantor is an organization, and the type of organization and any organization identification number issued to the such Grantor’s organization. Such 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. Each Grantor also agrees to furnish any such information described in the foregoing sentence to the Collateral 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 . (c)

Authorization to File Financing Statements; Ratification. Each Grantor hereby (i) authorizes the Notes Collateral Agent to file (A) all financing statements (including fixture Transmitting Utility filings) and amendments thereto with respect to the 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 AgreementAgreement executed by the relevant Grantor) as may be necessary or advisable 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 (and exclusive Copyright Licenses contained in each case, to the extent constituting Collateral) Collateral and naming such Grantor as debtor and the Notes Collateral Agent as secured party and and, (ii) subject to the terms of the Transaction Documents, Notes Documents (including the limitations set forth in Section 12.07 of the Indenture) agrees to take such other actions, in each case described under clause (i) above, as may from time to time be necessary and and/or reasonably requested by the Notes Collateral Agent (and authorizes the Notes Collateral 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 priorityFirst Priority, valid, enforceable (subject to the Legal Reservations) and perfected security interest in and subject, in the case of Pledged Collateral, to Section 4.02 hereofhereof and Section 12.07 of the Indenture, Control of, the Collateral, including filing, with written notice to the Notes Collateral Agent, all UCC continuation statements or amendments as may be required by Article 9 of the UCC of each applicable jurisdiction to continue the perfection of the security interest created, or intended to be created, by this Agreement in the Collateral as a perfected security interest. Each Grantor shall pay any applicable filing fees, recordation fees and related reasonable expenses relating to its Collateral in accordance with Section 5(a) 12.01 of the Note Purchase AgreementIndenture. Any financing statement (including Transmitting Utility filings) filed by the Collateral Agent Grantors may be filed in any filing office in any applicable UCC jurisdiction and may (i) indicate the Collateral (A) as “all assets” assets of the applicable Grantor now existing 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 (B) 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 (A) in each case to the extent applicable, whether the Grantor is an organization, the type of organization 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. Each Grantor agrees to furnish any such information to the Notes Collateral Agent promptly upon request.

Authorization to File Financing Statements; Ratification. Each Subject to the limitations set forth in Section 5.12 of the Credit Agreement, each Grantor hereby (i) authorizes the Collateral Agent to file (A) all financing statements (including fixture filingsamendments and continuations thereto) 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 PPSA of the relevant jurisdiction and (B) filings with the United States Patent and Trademark Office and 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 Collateral Agent in United States US or Canadian issued, registered and 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 Collateral Agent as secured party and (ii) subject to the terms of the Transaction Loan Documents, agrees to take such other actions, in each case actions as may from time to time be necessary and or otherwise reasonably requested by the 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, valid, enforceable (subject to the Legal ReservationsReservations and Section 5.12 of the Credit Agreement) a First Priority, valid, enforceable and perfected security interest in and subject, 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 in accordance with Section 5(a9.03(a) of the Note Purchase Credit Agreement. Any financing statement filed by the Collateral Agent may be filed in any filing office in any applicable PPSA jurisdiction and may (i) indicate the Collateral (A) as “all assets” assets of 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 (B) 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 PPSA for the sufficiency or filing office acceptance of any financing statement or amendment, including (A) in each case to the extent applicable, whether the Grantor is an organization, the type of organization and any organization 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. Each Grantor agrees to furnish any such information to the Collateral Agent promptly upon request.

Authorization to File Financing Statements; Ratification. Each Grantor hereby (i) authorizes the Collateral Agent to file (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 (B) filings with the United States Patent and Trademark Office and the United States Copyright Office (including any Intellectual Property Security AgreementAgreement executed by the relevant Grantor) 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 exclusive Copyright Licenses contained in each case, to the extent constituting Collateral) Collateral and naming such Grantor as debtor and the Collateral Agent as secured party and and, (ii) subject to the terms of the Transaction Documents, Loan Documents (including the limitations set forth in Section 5.12 of the Credit Agreement) agrees to take such other actions, in each case described under clauses (i) and (ii) above, as may from time to time be necessary and reasonably requested by the Collateral Agent (and authorizes the Collateral 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 priorityFirst Priority, valid, enforceable (subject to the Legal Reservations) and perfected security interest in and subject, 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 reasonable expenses relating to its Collateral in accordance with Section 5(a9.03(a) of the Note Purchase Credit Agreement. Any financing statement filed by the Collateral Agent may be filed in any filing office in any applicable UCC jurisdiction and may (i) indicate the Collateral (A) as “all assets” assets of 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 (B) 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 (A) in each case to the extent applicable, whether the Grantor is an organization, the type of organization 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. Each Grantor agrees to furnish any such information to the Collateral Agent promptly upon request.

Authorization to File Financing Statements; Ratification. Each Grantor hereby (ix) authorizes the Collateral Administrative Agent to file (A) file all financing statements (including fixture filingsamendments and continuations thereto) and amendments thereto with respect to the Collateral naming such Grantor as debtor and the Collateral Administrative Agent as secured party, in form appropriate for filing under the UCC of the relevant jurisdiction and 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 Administrative Agent in each Grantor’s United States issued, registered and or applied for Patents, Trademarks and Copyrights (in each case, to the extent constituting Collateral) and naming such Grantor as debtor and the Collateral Administrative Agent as secured party and (iiy) subject to the terms of the Transaction Documents, agrees to take such other actionsactions as required by Section 5.14 of the ABL Credit Agreement, in each case as may from time to time be necessary and reasonably requested by the Collateral Administrative 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 (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 and subject, in 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 in accordance with Section 5(a9.03(a) of the Note Purchase ABL Credit Agreement. Any The Administrative Agent may file financing statement filed by the Collateral Agent statements in any applicable UCC jurisdiction and may (i) indicate the Collateral (A) as “all assets” of 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 (B) 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 (A) in each case to the extent applicable, whether the Grantor is an organization, the type of organization 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. Each Grantor agrees to furnish any such information to the Collateral Administrative Agent promptly upon request.

Authorization to File Financing Statements; Ratification. Each Grantor hereby (i) authorizes the Collateral Agent to file (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 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 (in each case, to the extent constituting Collateral) and naming such Grantor as debtor and the Collateral Agent as secured party party, and (C) other documents and, (ii) subject to the terms of the Transaction Documents, Loan Documents agrees to take such other actions, in each case as may from time to time be necessary and or otherwise reasonably requested by the 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 priorityFirst Priority, valid, enforceable (subject to the Legal Reservations) and perfected security interest in and subject, 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 in accordance with Section 5(a9.03(a) of the Note Purchase Amended and Restated First Lien Credit Agreement. Any financing statement filed by the Collateral Agent may be filed in any filing office in any applicable UCC jurisdiction and may (i) indicate the Collateral (A) as “all assets” assets of 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 (B) by any other description which reasonably approximates the description contained in this Amended and Restated First Lien 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 (A) in each case to the extent applicable, whether the Grantor is an organization, the type of organization 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. Each Grantor agrees to furnish any such information to the Collateral Agent promptly upon request. Each Grantor hereby ratifies its authorization with regard to filings made by the Original Agent and the Collateral Agent prior to the date hereof.

Authorization to File Financing Statements; Ratification. Each Grantor hereby (i) authorizes the Collateral Agent to file (A) all financing statements (including fixture filingsamendments and continuations thereto) 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 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 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 (iiC) other documents and, subject to the terms of the Transaction Loan Documents, agrees to take such other actions, in each case actions as may from time to time be necessary and reasonably requested by the 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, valid, enforceable (subject to the Legal Reservations) and perfected first priority (subject to Permitted Liens) security interest in and subject, in 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 in accordance with Section 5(a9.03(a) of the Note Purchase Credit Agreement. Any financing statement filed by the Collateral Agent may be filed in any filing office in any applicable UCC jurisdiction and may (i) indicate the Collateral (A) as “all assets” assets of 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 (B) 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 (A) in each case to the extent applicable, whether the Grantor is an organization, the type of organization 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. Each Grantor agrees to furnish any such information to the Collateral Agent promptly upon request.

Authorization to File Financing Statements; Ratification. Each Grantor hereby (ix) authorizes the Collateral Administrative Agent to file (A) file all financing statements (including fixture filingsamendments and continuations thereto) and amendments thereto with respect to the Collateral naming such Grantor as debtor and the Collateral Administrative Agent as secured party, in form appropriate for filing under the UCC of the relevant jurisdiction and jurisdiction, (B) make all filings with the United States Patent and Trademark Office and 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 Collateral Administrative Agent in each Grantor’s United States issuedStates, registered and or applied for Patents, Trademarks and Copyrights (in each case, to the extent constituting Collateral) and naming such Grantor as debtor and the Collateral Administrative Agent as secured party and (iiy) subject to the terms of the Transaction Documents, agrees to take such other actionsactions as required by Section 5.14 of the ABL Credit Agreement, in each case as may from time to time be necessary and reasonably requested by the Collateral Administrative 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 (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 and subject, in 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 in accordance with Section 5(a9.03(a) of the Note Purchase ABL Credit Agreement. Any The Administrative Agent may file financing statement filed by the Collateral Agent statements in any applicable UCC jurisdiction and may (i) indicate the Collateral (A) as “all assets” of 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 (B) 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 (A) in each case to the extent applicable, whether the Grantor is an organization, the type of organization 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. Each Grantor agrees to furnish any such information to the Collateral Administrative Agent promptly upon request.. EXECUTION VERSION

Authorization to File Financing Statements; Ratification. Each Grantor hereby (ix) authorizes the Collateral Administrative Agent to file (A) all financing statements (including fixture filingsamendments and continuations thereto) and amendments thereto with respect to the Collateral naming such Grantor as debtor and the Collateral Administrative Agent as secured party, in form appropriate for filing under the UCC PPSA of the relevant jurisdiction and (By) 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 terms of the Transaction Documents, agrees to take such other actionsactions as required by Section 5.14 of the ABL Credit Agreement, in each case as may from time to time be necessary and reasonably requested by the Collateral Administrative 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 (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 and subject, in 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 in accordance with Section 5(a9.03(a) of the Note Purchase ABL Credit Agreement. Any The Administrative Agent may file financing statement filed by the Collateral Agent statements in any applicable PPSA jurisdiction and may (i) indicate the Collateral (A) as “all present and after acquired assets” of 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 (B) 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 PPSA for the sufficiency or filing office acceptance of any financing statement or amendment, including (A) in each case to the extent applicable, whether the Grantor is an organization, the type of organization 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. Each Grantor agrees to furnish any such information to the Collateral Administrative Agent promptly upon request.

Authorization to File Financing Statements; Ratification. Each Grantor hereby (ix) authorizes the Collateral Administrative Agent to file (A) file all financing statements (including fixture filingsamendments and continuations thereto) and amendments thereto with respect to the Collateral naming such Grantor as debtor and the Collateral Administrative Agent as secured party, in form appropriate for filing under the UCC of the relevant jurisdiction and 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 Administrative Agent in each Grantor’s United States issued, registered and or applied for Patents, Trademarks and Copyrights (in each case, to the extent constituting Collateral) and naming such Grantor as debtor and the Collateral Administrative Agent as secured party and (iiy) subject to the terms of the Transaction Documents, agrees to take such other actionsactions 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 requested by the Collateral Administrative 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 prioritySecond 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 and subject, 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 in accordance with Section 5(a9.03(a) of the Note Purchase Second Lien Credit Agreement. Any The Administrative Agent may file financing statement filed by the Collateral Agent statements in any applicable UCC jurisdiction and may (i) indicate the Collateral (A) as “all assets” of 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 (B) 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 (A) in each case to the extent applicable, whether the Grantor is an organization, the type of organization 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. Each Grantor agrees to furnish any such information to the Collateral Administrative Agent promptly upon request.

Authorization to File Financing Statements; Ratification. Each Grantor hereby (i) authorizes the Collateral Agent to file (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 (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 in favor of the Collateral Agent in United States issuedand, registered and applied for Patents, Trademarks and Copyrights (subject in each case, case to the extent constituting Collateral) and naming such Grantor as debtor limitations set forth in this Security Agreement and the Collateral Agent as secured party and (ii) subject to the terms of the Transaction other Loan Documents, each Grantor agrees to file or shall authorize the Agent to file such other documents and to take such other actions, in each case actions as may from time to time be necessary and reasonably requested by the 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, valid, enforceable (subject to the Legal Reservations) and perfected security interest (with the priority set forth in the Intercreditor Agreement or any other applicable Acceptable Intercreditor Agreement then in effect, if any) 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 in accordance with Section 5(a9.03(a) of the Note Purchase First Lien Credit Agreement. Any financing statement filed by the Collateral Agent may be filed in any filing office in any applicable UCC jurisdiction and may (i) indicate the Collateral (A) as “all assets” assets of 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 (B) 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 (A) in each case to the extent applicable, whether the Grantor is an organization, the type of organization 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. Each Grantor agrees to furnish any such information to the Collateral Agent promptly upon request.

Authorization to File Financing Statements; Ratification. Each Grantor hereby (i) authorizes the Collateral Agent to file (A) Intellectual Property Security Agreement Supplements, 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 (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 perfectingand, 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 terms of the Transaction Loan Documents, agrees to take such other actions, in each case actions as may from time to time be necessary and reasonably requested by the 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 priorityFirst Priority, valid, enforceable (subject to the Legal Reservations) and perfected security interest in and subject, 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 in accordance with Section 5(a9.03(a) of the Note Purchase Credit Agreement. Any financing statement filed by the Collateral Agent may be filed in any filing office in any applicable UCC jurisdiction and may (i) indicate the Collateral (A) as “all assets” assets of 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 (B) 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 (A) in each case to the extent applicable, whether the Grantor is an organization, the type of organization 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. Each Grantor agrees to furnish any such information that is necessary for perfection to the Collateral Agent promptly upon the Agent’s reasonable written request. No Grantor shall be required to complete any filings or other action with respect to the perfection of any security interests created hereby in any Patents, Copyrights, or Trademarks subsisting in any jurisdiction outside of the United States.

Authorization to File Financing Statements; Ratification. Each Grantor hereby undertakes and shall be responsible (i) authorizes the Collateral Agent to file (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 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 the extent constituting Collateral) and naming such Grantor as debtor and the Notes Collateral Agent as secured party and and, (ii) subject to the terms of the Transaction Notes Documents, agrees to take such other actions, in each case as may from time to time be necessary and or reasonably requested by the 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 priorityFirst 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 and, subject, 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 in accordance with Section 5(aand subject to the limitations under Sections 7.07 and 12.07(u) of the Note Purchase AgreementIndenture. Any financing statement filed by any Grantor on behalf of the Notes Collateral Agent may (i) indicate the Collateral (A) as “all assets” of 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 (B) 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 (A) in each case to the extent applicable, whether the Grantor is an organization, the type of organization 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 relatesGrantor. Each Grantor agrees to furnish any such information to the Notes Collateral Agent promptly upon request. Each Grantor shall file any financing statements, amendments, continuation statements or 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 file any financing statements, amendments, continuation statements or filings.

Authorization to File Financing Statements; Ratification. Each Grantor hereby (i) authorizes the Collateral Administrative Agent to file (A) all financing statements (including fixture filings) and amendments and continuations thereto with respect to the Collateral naming such Grantor as debtor and the Collateral Administrative 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 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 Collateral Administrative Agent in the United States or Canada issued, registered and applied for Patents, Trademarks Trademarks, Designs and Copyrights (in each case, to the extent constituting Collateral) and naming such Grantor as debtor and the Collateral Administrative Agent as secured party and (ii) subject to the terms of the Transaction Loan Documents, agrees to take such other actions, in each case as may from time to time be necessary and reasonably requested by the Collateral Administrative Agent (and authorizes the Collateral Administrative Agent to take any such other actions, which it has no obligation to take) in order to establish and maintain a first priorityFirst Priority, valid, enforceable (subject to the Legal Reservations) and perfected security interest in and subject, in the case of Pledged Collateral, to Section 4.02 hereof4.02, Control of, the Collateral. Each Grantor shall pay any applicable filing fees, recordation fees and related expenses relating to its Collateral in accordance with Section 5(a9.03(a) of the Note Purchase Credit Agreement. Any financing statement filed by the Collateral Administrative Agent may (i) indicate the Collateral (A) as “all assets” of 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 (B) 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 (A) in each case to the extent applicable, whether the Grantor is an organization, the type of organization 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. Each Grantor agrees to furnish any such information to the Collateral Administrative Agent promptly upon request.

Authorization to File Financing Statements; Ratification. Each 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 (i) authorizes the Collateral Agent Secured Party to file (A) file, and if requested will deliver to the Secured Party, at Debtor’s expense, all financing statements (including fixture filings) statements, continuation statements, applications for certificates of title, notices, affidavits and other documents 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 (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 terms of the Transaction Documents, agrees to take such other actions, in each case actions as may from time to time be necessary and reasonably requested by the Collateral Agent (and authorizes the Collateral Agent to take any such other actions, which it has no obligation to take) Secured Party in order to establish and maintain a first priority, valid, enforceable (subject to the Legal Reservations) and perfected security interest in and subjectand, in the case of Pledged Collateral, to Section 4.02 hereofif applicable, Control of, the Collateral. Each Grantor shall pay , subject only to Liens permitted under Section 4.1(e), or, upon the occurrence and during the continuation of an Event of Default, for the purpose of transferring and delivering title to all or any applicable filing fees, recordation fees and related expenses relating to its Collateral in accordance with Section 5(a) part of the Note Purchase AgreementCollateral. Any financing statement filed by the Collateral Agent Secured Party may be filed in any filing office in any UCC jurisdiction and may: (i) indicate the Collateral Collateral: (A1) as “all assets” assets of the applicable Grantor 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 (B2) by any other description which reasonably approximates the description contained in this Security Agreement 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) in each case to the extent applicable, whether the Grantor Debtor is an organization, the type of organization and any organization identification number issued to the Grantor Debtor, and (B) in the case of a financing statement filed as a fixture filingfiling or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of the relevant real property to which the Collateral relates. Each Grantor The Debtor also agrees to furnish any such information to the Collateral Agent Secured Party promptly upon request. The Debtor also ratifies its authorization for the Secured Party to have filed in any UCC jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof.

Authorization to File Financing Statements; Ratification. Each Grantor hereby (i) authorizes the Collateral Agent (or its designee) to file (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 (B) filings executed by such Grantor with the United States U.S. Patent and Trademark Office and the United States U.S. Copyright Office (including any Intellectual Property Security AgreementAgreement 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 United States issued, registered and applied for Patents, Trademarks and Copyrights (Registered Intellectual Property Collateral contained in each case, to the extent constituting Collateral) Collateral and naming such Grantor as debtor and the Collateral Agent as secured party and (ii) subject to the terms of the Transaction Documents, Credit Documents (including the limitations set forth in Section 9.10 of the Credit Agreement) agrees to take such other actions, in each case actions as may from time to time be necessary and required under applicable law or be reasonably requested by the 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 the Security Documents and Customary Intercreditor Agreements) in and subject, in the case of Pledged Collateral, to Section 4.02 hereofhereof and Section 9.10 of the Credit Agreement, Control of, of the Collateral. Each Grantor shall pay any applicable filing fees, recordation fees and related reasonable expenses relating to its Collateral in accordance with Section 5(a13.5(a) of the Note Purchase Credit Agreement. Any financing statement filed by the Collateral Agent (or its designee) may be filed in any filing office in any applicable UCC jurisdiction and may (i) indicate the Collateral (A) as “all assets” assets of 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 (B) 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 (A) in each case to the extent applicable, whether the Grantor is an organization, the type of organization 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. Each Grantor agrees to furnish any such information to the Collateral Agent promptly upon request.

Authorization to File Financing Statements; Ratification. Each Grantor hereby (ix) authorizes the Collateral Administrative Agent to file (A) file all financing statements (including fixture filingsamendments and continuations thereto) and amendments thereto with respect to the Collateral naming such Grantor as debtor and the Collateral Administrative Agent as secured party, in form appropriate for filing under the UCC of the relevant jurisdiction and 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 Administrative Agent in each Grantor’s United States issued, registered and or applied for Patents, Trademarks and Copyrights (in each case, to the extent constituting Collateral) and naming such Grantor as debtor and the Collateral Administrative Agent as secured party and (iiy) subject to the terms of the Transaction Documents, agrees to take such other actionsactions 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 requested by the Collateral Administrative 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(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 (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 and subject, 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 in accordance with Section 5(a9.03(a) of the Note Purchase Term Loan Credit Agreement. Any The Administrative Agent may file financing statement filed by the Collateral Agent statements in any applicable UCC jurisdiction and may (i) indicate the Collateral (A) as “all assets” of 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 (B) 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 (A) in each case to the extent applicable, whether the Grantor is an organization, the type of organization 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. Each Grantor agrees to furnish any such information to the Collateral Administrative Agent promptly upon request.

Authorization to File Financing Statements; Ratification. Each Grantor hereby (i) authorizes the Collateral Agent to file (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 (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 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 and, (ii) subject to the terms of the Transaction Documents, Loan Documents agrees to take such other actions, in each case as may from time to time be necessary and or otherwise reasonably requested by the 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, valid, enforceable (subject to the Legal Reservations) and perfected security interest in and subject, 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 in accordance with Section 5(a9.03(a) of the Note Purchase Credit Agreement. Any financing statement filed by the Collateral Agent may be filed in any filing office in any applicable UCC jurisdiction and may (i) indicate the Collateral (A) as “all assets” assets of 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 (B) 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 (A) in each case to the extent applicable, whether the Grantor is an organization, the type of organization 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. Each Grantor agrees to furnish any such information to the Collateral Agent promptly upon request.

Authorization to File Financing Statements; Ratification. Each Grantor hereby (ix) authorizes the Collateral Administrative Agent to file (A) file all financing statements (including fixture filingsamendments and continuations thereto) and amendments thereto with respect to the Collateral naming such Grantor as debtor and the Collateral Administrative Agent as secured party, in form appropriate for filing under the UCC of the relevant jurisdiction and 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 Administrative Agent in each Grantor’s United States issued, registered and or applied for Patents, Trademarks and Copyrights (in each case, to the extent constituting Collateral) and naming such Grantor as debtor and the Collateral Administrative Agent as secured party and (iiy) subject to the terms of the Transaction Documents, agrees to take such other actionsactions 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 requested by the Collateral Administrative 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(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 and subject, 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 in accordance with Section 5(a9.03(a) of the Note Purchase First Lien Credit Agreement. Any The Administrative Agent may file financing statement filed by the Collateral Agent statements in any applicable UCC jurisdiction and may (i) indicate the Collateral (A) as “all assets” of 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 (B) 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 (A) in each case to the extent applicable, whether the Grantor is an organization, the type of organization 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. Each Grantor agrees to furnish any such information to the Collateral Administrative Agent promptly upon request.

Authorization to File Financing Statements; Ratification. Each Grantor hereby (i) authorizes the Collateral Agent to file (A) all financing statements (including fixture filingsamendments and continuations thereto) 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 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 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 (iiC) other documents and, subject to the terms of the Transaction Loan Documents, agrees to take such other actions, in each case actions as may from time to time be necessary and reasonably requested by the 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, valid, enforceable (subject to the Legal Reservations) and perfected first priority (subject to Permitted Liens) security interest in and subject, 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 in accordance with Section 5(a9.03(a) of the Note Purchase Credit Agreement. Any financing statement filed by the Collateral Agent may be filed in any filing office in any applicable UCC jurisdiction and may (i) indicate the Collateral (A) as “all assets” assets of 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 (B) 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 (A) in each case to the extent applicable, whether the Grantor is an organization, the type of organization 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. Each Grantor agrees to furnish any such information to the Collateral Agent promptly upon request.

Authorization to File Financing Statements; Ratification. (a) Each Grantor hereby (i) authorizes the Collateral Agent at any time and from time to time 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 Collateral Agent as secured party, in form appropriate for filing under the UCC of the relevant jurisdiction party and (B) filings the applicable Intellectual Property Security Agreements 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 issuedissuances of, registered and applied registrations for, or applications for registration of 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 party, (ii) subject to the terms of the Transaction Loan Documents, agrees to take such other actions, in each case actions at its expense as may from time to time be necessary and necessary, advisable or otherwise reasonably requested by the Collateral Agent (and authorizes the Collateral Agent to take any such other actions, which it the Agent has no obligation to take) in order to establish and maintain a first priorityFirst Priority, valid, enforceable (subject to the Legal Reservations) and perfected security interest in and subject, in the case of Pledged Collateral, to Section 4.02 hereof, Control of, Lien on the Collateral. Each Grantor The Grantors shall pay any applicable filing fees, recordation fees and related expenses relating to its Collateral the foregoing in accordance with and subject to the limitations under Section 5(a9.03(a) of the Note Purchase Credit Agreement. Any financing statement filed by the Collateral Agent may be filed in any filing office in any applicable UCC jurisdiction and may (i) indicate the Collateral (A) as “all assets”, “all assets, whether now owned or hereafter acquired and wherever located” of the applicable Grantor 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 (BC) 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 of such jurisdiction for the sufficiency or filing office acceptance of any financing statement, continuation statement or amendment, including (A) in each case to the extent applicable, whether the Grantor is an organization, the type of organization 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. Each Grantor agrees to furnish any such information to the Collateral Agent promptly upon requestGrantor.

Authorization to File Financing Statements; Ratification. Each Grantor hereby (i) authorizes the Collateral Agent to file (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 (B) filings executed by such Grantor with the United States U.S. Patent and Trademark Office and the United States U.S. Copyright Office (including any Intellectual Property Security AgreementAgreement 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 United States issued, registered and applied for Patents, Trademarks and Copyrights (Registered Intellectual Property Collateral contained in each case, to the extent constituting Collateral) Collateral and naming such Grantor as debtor and the Collateral Agent as secured party and and, (ii) subject to the terms of the Transaction Documents, Credit Documents (including the limitations set forth in Section 9.10 of the Credit Agreement) agrees to take such other actions, in each case actions as may from time to time be necessary and required under applicable law or be reasonably requested by the Collateral Agent (and authorizes the Collateral 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 the Security Documents and Customary Intercreditor Agreements) in and subject, in the case of Pledged Collateral, to Section 4.02 hereofhereof and Section 9.10 of the Credit Agreement, Control of, of the Collateral. Each Grantor shall pay any applicable filing fees, recordation fees and related reasonable expenses relating to its Collateral in accordance with Section 5(a13.5(a) of the Note Purchase Credit Agreement. Any financing statement filed by the Collateral Agent may be filed in any filing office in any applicable UCC jurisdiction and may (i) indicate the Collateral (A) as “all assets” assets of 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 (B) 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 (A) in each case to the extent applicable, whether the Grantor is an organization, the type of organization 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. Each Grantor agrees to furnish any such information to the Collateral Agent promptly upon request.

Authorization to File Financing Statements; Ratification. Each Grantor hereby (i) authorizes the Collateral Agent Trustee to file (A) all financing statements (including fixture filings) but without obligation to do so), and, if requested, agrees to prepare and amendments thereto with respect deliver to the Collateral naming such Grantor as debtor and the Collateral Agent as secured partyTrustee, all financing statements, in form appropriate for filing under the UCC of the relevant jurisdiction jurisdiction, and (B) filings with the United States Patent to execute and Trademark Office and the United States Copyright Office deliver other documents (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 CollateralIP Filings) and naming such Grantor as debtor and the Collateral Agent as secured party and (ii) subject to the terms of the Transaction Documents, agrees to take such other actions, in each case actions as may from time to time be necessary and reasonably requested by the Collateral Agent (and authorizes the Collateral Agent to take any such other actions, which it has no obligation to take) Trustee in order to establish and maintain a first priority, valid, enforceable (subject to the Legal Reservationsapplicable 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 subjectand, in with respect to Pledged Collateral to the case of Pledged Collateral, to Section 4.02 hereofextent required under ‎Section 4.03, Control of, the 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 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 such 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, file or record any financing statement or continuation statement or ensure the preparation, filing or recording of the 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 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 Collateral Trustee to investigate or confirm as to the accuracy and completeness of any such financing statements, other documents, instruments or the filing jurisdictions). Each Grantor shall pay any applicable filing fees, recordation fees taxes and related expenses to the extent incurred by the Collateral Trustee relating to its the Collateral in accordance with Section 5(a) 7.06 of the Note Purchase AgreementIndenture. Any financing statement filed by in connection with the security interests granted to the Collateral Agent Trustee hereunder with respect to the Collateral may be filed in 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 the Collateral (A) as “all assets” assets of the applicable Grantor 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 (B) by any other description which reasonably approximates the description of the Collateral contained in this Security Agreement 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) in each case to the extent applicable, whether the Grantor is an organization, organization and the type of organization and any organization identification number issued to the of such 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. Each Grantor also agrees to furnish any such information to the Collateral Agent Trustee promptly upon request.

Authorization to File Financing Statements; Ratification. Each Grantor hereby (ix) authorizes the Collateral Administrative Agent to file (A) all financing statements (including fixture filingsamendments and continuations thereto) and amendments thereto with respect to the Collateral naming such Grantor as debtor and the Collateral Administrative Agent as secured party, in form appropriate for filing under the UCC PPSA of the relevant jurisdiction and (By) 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 terms of the Transaction Documents, agrees to take such other actionsactions as required by Section 5.14 of the ABL Credit Agreement, in each case as may from time to time be necessary and reasonably requested by the Collateral Administrative 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 (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 and subject, in 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 in accordance with Section 5(a9.03(a) of the Note Purchase ABL Credit Agreement. Any The Administrative Agent may file financing statement filed by the Collateral Agent statements in any applicable PPSA jurisdiction and may (i) indicate the Collateral (A) as “all present and after acquired assets” of 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 (B) 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 PPSA for the sufficiency or filing office acceptance of any financing statement or amendment, including (A) in each case to the extent applicable, whether the Grantor is an organization, the type of organization 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. Each Grantor agrees to furnish any such information to the Collateral Administrative Agent promptly upon request.. CAN_DMS: \139431020\5

Authorization to File Financing Statements; Ratification. Each Grantor hereby (i) authorizes the Collateral Administrative Agent to file (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 Collateral Administrative Agent as secured party, in form appropriate for filing under the PPSA or UCC of the relevant jurisdiction and (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 Collateral Administrative Agent in Canadian or United States issued, registered and applied for Patents, Trademarks Trademarks, Designs and Copyrights (in each case, to the extent constituting Collateral) and naming such Grantor as debtor and the Collateral Administrative Agent as secured party and (ii) subject to the terms of the Transaction Loan Documents, agrees to take such other actions, in each case as may from time to time be necessary and reasonably requested by the Collateral Administrative Agent (and authorizes the Collateral Administrative Agent to take any such other actions, which it has no obligation to take) in order to establish and maintain a first priorityFirst Priority, valid, enforceable (subject to the Legal Reservations) and perfected security interest in and subject, in the case of Pledged Collateral, to Section 4.02 hereof4.02, Control of, the Collateral. Each Grantor shall pay any applicable filing fees, recordation fees and related expenses relating to its Collateral in accordance with Section 5(a9.03(a) of the Note Purchase Credit Agreement. Any financing statement filed by the Collateral Administrative Agent may (i) indicate the Collateral (A) as “all present and after-acquired personal property” or “all assets” of 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 (B) by any other description which reasonably approximates the description contained in this Security 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 the Grantor is an organization, the type of organization 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. Each Grantor agrees to furnish any such information to the Collateral Administrative Agent promptly upon request.

Authorization to File Financing Statements; Ratification. Each Grantor hereby (ix) authorizes the Collateral Administrative Agent to file (A) file all financing statements (including fixture filingsamendments and continuations thereto) and amendments thereto with respect to the Collateral naming such Grantor as debtor and the Collateral Administrative Agent as secured party, in form appropriate for filing under the UCC of the relevant jurisdiction and jurisdiction, (B) make all filings with the United States Patent and Trademark Office and 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 Collateral Administrative Agent in each Grantor’s United States issuedStates, registered and or applied for Patents, Trademarks and Copyrights (in each case, to the extent constituting Collateral) and naming such Grantor as debtor and the Collateral Administrative Agent as secured party and (iiy) subject to the terms of the Transaction Documents, agrees to take such other actionsactions as required by Section 5.14 of the ABL Credit Agreement, in each case as may from time to time be necessary and reasonably requested by the Collateral Administrative 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 (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 and subject, in 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 in accordance with Section 5(a9.03(a) of the Note Purchase ABL Credit Agreement. Any The Administrative Agent may file financing statement filed by the Collateral Agent statements in any applicable UCC jurisdiction and may (i) indicate the Collateral (A) as “all assets” of 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 (B) 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 (A) in each case to the extent applicable, whether the Grantor is an organization, the type of organization 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. Each Grantor agrees to furnish any such information to the Collateral Administrative Agent promptly upon request.

Authorization to File Financing Statements; Ratification. Each Grantor hereby (ix) authorizes the Collateral Agent to file (A) file all financing statements (including fixture filingsamendments and continuations thereto) 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 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 and 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 (iiy) subject to the terms of the Transaction Documents, agrees to take such other actions, in each case as may from time to time be necessary and reasonably requested by the 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 priorityFirst Priority, valid, enforceable (subject to the Legal Reservations) and perfected security interest in and subject, 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 in accordance with Section 5(a) of the Note Purchase AgreementCollateral. Any financing statement filed by the The Collateral Agent may file financing statements in any applicable UCC jurisdiction and may (i) indicate the Collateral (A) as “all assets” of 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 (B) 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 (A) in each case to the extent applicable, whether the Grantor is an organization, the type of organization 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. Each Grantor agrees to furnish any such information to the Collateral Agent promptly upon request.

Authorization to File Financing Statements; Ratification. Each Grantor hereby (i) authorizes the Collateral Agent to file (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 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 Trademarks, Copyrights and Copyrights (in each case, to the extent constituting Collateral) Exclusive Copyright Licenses and naming such Grantor as debtor and the Collateral Agent as secured party party, and (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 terms of the Transaction Loan Documents, agrees to take such other actions, in each case as may from time to time be necessary and or otherwise reasonably requested by the 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, valid, enforceable (subject to the Legal Reservations) and perfected security interest in and subject, in the case of Pledged Collateral, to Section 4.02 hereof4.02, Control of, the Collateral, subject only to 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 5(a9.03(a) of the Note Purchase Term Loan Agreement. Any financing statement filed by the Collateral Agent may be filed in any filing office in any applicable UCC jurisdiction and may (i) indicate the Collateral (A) as “all assets” assets of 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 (B) 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 (A) in each case to the extent applicable, whether the applicable Grantor is an organization, the type of organization and any organization identification number issued to the such 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. Each Grantor agrees to furnish any such information to the Collateral Agent promptly upon request.

Authorization to File Financing Statements; Ratification. Each Grantor hereby (i) authorizes the Notes Collateral Agent to file (A) all financing statements (including fixture Transmitting Utility filings) and amendments thereto with respect to the 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 AgreementAgreement executed by the relevant Grantor) as may be necessary or advisable 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 (and exclusive Copyright Licenses contained in each case, to the extent constituting Collateral) Collateral and naming such Grantor as debtor and the Notes Collateral Agent as secured party and and, (ii) subject to the terms of the Transaction Documents, Notes Documents (including the limitations set forth in Section 12.07 of the Indenture) agrees to take such other actions, in each case described under clause (i) above, as may from time to time be necessary and and/or reasonably requested by the Notes Collateral Agent (and authorizes the Notes Collateral 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 priorityFirst Priority, valid, enforceable (subject to the Legal Reservations) and perfected security interest in and subject, in the case of Pledged Collateral, to Section 4.02 hereofhereof and Section 12.07 of the Indenture, Control of, the Collateral, including filing, with written notice to the Notes Collateral Agent, all UCC continuation statements or amendments as may be required by Article 9 of the UCC of each applicable jurisdiction to continue the perfection of the security interest created, or intended to be created, by this Agreement in the Collateral as a perfected security interest. Each Grantor shall pay any applicable filing fees, recordation fees and related reasonable expenses relating to its Collateral in accordance with Section 5(a) 12.01 of the Note Purchase AgreementIndenture. Any financing statement (including Transmitting Utility filings) filed by the Collateral Agent Grantors may be filed in any filing office in any applicable UCC jurisdiction and may (i) indicate the Collateral (A) as “all assets” assets of the applicable Grantor now existing 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 (B) 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 (A) in each case to the extent applicable, whether the Grantor is an organization, the type of organization 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. Each Grantor agrees to furnish any such information to the Notes Collateral Agent promptly upon request.. (b)

Authorization to File Financing Statements; Ratification. Each Grantor hereby (i) authorizes the Collateral Agent to file (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 (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 and, (ii) subject to the terms of the Transaction Loan Documents, agrees to take such other actions, in each case as may from time to time be necessary and reasonably requested by the 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 priorityFirst 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 and, subject, 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 in accordance with and subject to the limitations under Section 5(a9.03(a) of the Note Purchase Credit Agreement. Any financing statement filed by the Collateral Agent may (i) indicate the Collateral (A) as “all assets” of 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 (B) 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 (A) in each case to the extent applicable, whether the Grantor is an organization, the type of organization 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 relatesGrantor. Each Grantor agrees to furnish any such information to the Collateral Agent promptly upon request.