Common use of Filing of Financing Statements, Notices, etc Clause in Contracts

Filing of Financing Statements, Notices, etc. Each Grantor shall execute and deliver to the Secured Party and/or file such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Secured Party may reasonably request) and do all such other things as the Secured Party may reasonably deem necessary or appropriate (i) to assure to the Secured Party its security interests hereunder, including (A) such instruments as the Secured Party may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, financing statements (including continuation statements), (B) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights substantially in the form of Exhibit B or other form acceptable to the Secured Party, (C) with regard to Patents, a Notice of Grant of Security Interest in Patents for filing with the USPTO substantially in the form of Exhibit C or other form acceptable to the Secured Party and (D) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the USPTO substantially in the form of Exhibit D or other form acceptable to the Secured Party, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Secured Party of its rights and interests hereunder. Furthermore, each Grantor also hereby irrevocably makes, constitutes and appoints the Secured Party, its nominee or any other person whom the Secured Party may designate, as such Grantor’s attorney in fact with full power and for the limited purpose to prepare and file (and, to the extent applicable, sign) in the name of such Grantor any financing statements, or amendments and supplements to financing statements, renewal financing statements, notices or any similar documents which in the Secured Party’s reasonable discretion would be necessary or appropriate in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable until the Termination Date. Each Grantor hereby agrees that a carbon, photographic or other reproduction of this Agreement or any such financing statement is sufficient for filing as a financing statement by the Secured Party without notice thereof to such Grantor wherever the Secured Party may in its sole discretion desire to file the same.

Filing of Financing Statements, Notices, etc. Each Grantor Such Obligor shall execute and deliver to the Secured Party and/or file Administrative Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Secured Party Administrative Agent may reasonably request) and do all such other things as the Secured Party Administrative Agent may reasonably deem necessary or appropriate (i) to assure to the Secured Party Administrative Agent its security interests hereunder, including (A) such instruments as the Secured Party Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, financing statements (including continuation statements), (B) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights substantially in the form of Exhibit B or other form acceptable to the Secured Party4(b)(i) hereto, (C) with regard to Patents, a Notice of Grant of Security Interest in Patents for filing with the USPTO substantially United States Patent and Trademark Office in the form of Exhibit C or other form acceptable to the Secured Party 4(b)(ii) hereto and (D) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the USPTO substantially United States Patent and Trademark Office in the form of Exhibit D or other form acceptable to the Secured Party4(b)(iii) hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Secured Party Administrative Agent of its rights and interests hereunder. Furthermore, each Grantor such Obligor also hereby irrevocably makes, constitutes and appoints the Secured PartyAdministrative Agent, its nominee or any other person whom the Secured Party Administrative Agent may designate, as such GrantorObligor’s attorney in fact with full power and for the limited purpose to prepare and file (and, to the extent applicable, sign) in the name of such Grantor Obligor any financing statements, or amendments and supplements to financing statements, renewal financing statements, notices or any similar documents which in the Secured PartyAdministrative Agent’s reasonable discretion would be necessary or appropriate in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable until such time as the Termination DateSecured Obligations arising under the Loan Documents have been paid in full and the Commitments have expired or been terminated. Each Grantor Such Obligor hereby agrees that a carbon, photographic or other reproduction of this Agreement or any such financing statement is sufficient for filing as a financing statement by the Secured Party Administrative Agent without notice thereof to such Grantor Obligor wherever the Secured Party Administrative Agent may in its sole discretion desire to file the same.

Filing of Financing Statements, Notices, etc. Each Grantor shall execute and deliver to the Secured Party Lender and/or file such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Secured Party Lender may reasonably request) and do all such other things as the Secured Party Lender may reasonably deem necessary or appropriate (i) to assure to the Secured Party Lender its security interests hereunder, including (A) such instruments as the Secured Party Lender may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, financing statements (including continuation statements), (B) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights substantially in the form of Exhibit B or other form acceptable to the Secured PartyLender, (C) with regard to Patents, a Notice of Grant of Security Interest in Patents for filing with the USPTO substantially in the form of Exhibit C or other form acceptable to the Secured Party Lender and (D) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the USPTO substantially in the form of Exhibit D or other form acceptable to the Secured PartyLender, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Secured Party Lender of its rights and interests hereunder. Furthermore, each Grantor also hereby irrevocably makes, constitutes and appoints the Secured PartyLender, its nominee or any other person whom the Secured Party Lender may designate, as such Grantor’s attorney in fact with full power and for the limited purpose to prepare and file (and, to the extent applicable, sign) in the name of such Grantor any financing statements, or amendments and supplements to financing statements, renewal financing statements, notices or any similar documents which in the Secured PartyLender’s reasonable discretion would be necessary or appropriate in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable until the Facility Termination Date. Each Grantor hereby agrees that a carbon, photographic or other reproduction of this Agreement or any such financing statement is sufficient for filing as a financing statement by the Secured Party Lender without notice thereof to such Grantor wherever the Secured Party Lender may in its sole discretion desire to file the same.

Filing of Financing Statements, Notices, etc. Each Grantor shall execute and deliver to the Secured Party Administrative Agent and/or file such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Secured Party Administrative Agent may reasonably request) and do all such other things as the Secured Party Administrative Agent may reasonably deem necessary or appropriate (i) to assure to the Secured Party Administrative Agent its security interests hereunder, including (A) such instruments as the Secured Party Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, financing statements (including continuation statements), (B) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights substantially in the form of Exhibit B or other form acceptable to the Secured PartyAdministrative Agent, (C) with regard to Patents, a Notice of Grant of Security Interest in Patents for filing with the USPTO substantially in the form of Exhibit C or other form acceptable to the Secured Party Administrative Agent and (D) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the USPTO substantially in the form of Exhibit D or other form acceptable to the Secured PartyAdministrative Agent, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Secured Party Administrative Agent of its rights and interests hereunder. Furthermore, each Grantor also hereby irrevocably makes, constitutes and appoints the Secured PartyAdministrative Agent, its nominee or any other person whom the Secured Party Administrative Agent may designate, as such Grantor’s attorney in fact with full power and for the limited purpose purpose, following the occurrence and during the continuance of an Event of Default to prepare and file (and, to the extent applicable, sign) in the name of such Grantor any financing statements, or amendments and supplements to financing statements, renewal financing statements, notices or any similar documents which in the Secured PartyAdministrative Agent’s reasonable discretion would be necessary or appropriate in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable until the Facility Termination Date. Each Grantor hereby agrees that a carbon, photographic or other reproduction of this Agreement or any such financing statement is sufficient for filing as a financing statement by the Secured Party Administrative Agent without notice thereof to such Grantor wherever the Secured Party Administrative Agent may in its sole discretion desire to file the same.

Filing of Financing Statements, Notices, etc. Set forth on Schedule 4(b) is a list of (i) all IP Rights registered or pending registration with the United States Copyright Office or the United States Patent and Trademark Office that, as of the date hereof, a Loan Party owns and (ii) all licenses of IP Rights registered with the United States Copyright Office or the United States Patent and Trademark Office as of the date hereof. Each Grantor Obligor shall execute and deliver to the Secured Party and/or file Administrative Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Secured Party Administrative Agent may reasonably request) and do all such other things as the Secured Party Administrative Agent may reasonably deem necessary or appropriate (i) to assure to the Secured Party Administrative Agent its security interests hereunder, including (A) such instruments as the Secured Party Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, financing statements (including continuation statements), (B) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights substantially in the form of Exhibit B or other form acceptable to the Secured Party4(c)(i), (C) with regard to Patents, a Notice of Grant of Security Interest in Patents for filing with the USPTO substantially United States Patent and Trademark Office in the form of Exhibit C or other form acceptable to the Secured Party 4(c)(ii) hereto and (D) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the USPTO substantially United States Patent and Trademark Office in the form of Exhibit D or other form acceptable to the Secured Party4(c)(iii) hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Secured Party Administrative Agent of its rights and interests hereunder. Furthermore, each Grantor Obligor also hereby irrevocably makes, constitutes and appoints the Secured PartyAdministrative Agent, its nominee or any other person whom the Secured Party Administrative Agent may designate, as such GrantorObligor’s attorney in fact with full power and for the limited purpose to prepare and file (and, to the extent applicable, sign) sign in the name of such Grantor Obligor any financing statements, or amendments and supplements to financing statements, renewal financing statements, notices or any similar documents which in the Secured PartyAdministrative Agent’s reasonable discretion would be necessary or appropriate in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable until the Facility Termination DateDate has occurred. Each Grantor Obligor hereby agrees that a carbon, photographic or other reproduction of this Agreement or any such financing statement is sufficient for filing as a financing statement by the Secured Party Administrative Agent without notice thereof to such Grantor Obligor wherever the Secured Party Administrative Agent may in its sole discretion desire to file the same.

Filing of Financing Statements, Notices, etc. Each Grantor Such Obligor shall execute and deliver to the Secured Party and/or file Servicer such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Secured Party Servicer may reasonably request) and do all such other things as the Secured Party Servicer may reasonably deem necessary or appropriate (i) to assure to the Secured Party Servicer its security interests hereunder, including (A) such instruments as the Secured Party Servicer may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, financing statements (including continuation statements), (B) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights substantially in the form of Exhibit B or other form acceptable to the Secured Party4(b)(i) hereto, (C) with regard to Patents, a Notice of Grant of Security Interest in Patents for filing with the USPTO substantially United States Patent and Trademark Office in the form of Exhibit C or other form acceptable to the Secured Party 4(b)(ii) hereto and (D) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the USPTO substantially United States Patent and Trademark Office in the form of Exhibit D or other form acceptable to the Secured Party4(b)(iii) hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Secured Party Servicer of its rights and interests hereunder. Furthermore, each Grantor such Obligor also hereby irrevocably makes, constitutes and appoints the Secured PartyServicer, its nominee or any other person whom the Secured Party Servicer may designate, as such GrantorObligor’s attorney in fact with full power and for the limited purpose to prepare and file (and, to the extent applicable, sign) in the name of such Grantor Obligor any financing statements, or amendments and supplements to financing statements, renewal financing statements, notices or any similar documents which in the Secured PartyServicer’s reasonable discretion would be necessary or appropriate in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable until such time as the Termination DateSecured Obligations arising under the Credit Documents have been paid in full and the Participating Commitments have expired or been terminated. Each Grantor Such Obligor hereby agrees that a carbon, photographic or other reproduction of this Agreement or any such financing statement is sufficient for filing as a financing statement by the Secured Party Servicer without notice thereof to such Grantor Obligor wherever the Secured Party Servicer may in its sole discretion desire to file the same.

Filing of Financing Statements, Notices, etc. Each Grantor Obligor shall execute and deliver to the Secured Party and/or file Administrative Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Secured Party Administrative Agent may reasonably request) and do all such other things as the Secured Party Administrative Agent may reasonably deem necessary or appropriate (i) to assure to the Secured Party Administrative Agent its security interests hereunder, including (A) such instruments as the Secured Party Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, financing statements (including continuation statements), (B) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights substantially for filing with the United States Copyright Office in the form of Exhibit B or other form acceptable to the Secured Party4(b)(i), (C) with regard to Patents, a Notice of Grant of Security Interest in Patents for filing with the USPTO substantially United States Patent and Trademark Office in the form of Exhibit C or other form acceptable to the Secured Party 4(b)(ii) hereto and (D) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the USPTO substantially United States Patent and Trademark Office in the form of Exhibit D or other form acceptable to the Secured Party4(b)(iii) hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Secured Party Administrative Agent of its rights and interests hereunder. Furthermore, each Grantor Obligor also hereby irrevocably makes, constitutes and appoints the Secured PartyAdministrative Agent, its nominee or any other person whom the Secured Party Administrative Agent may designate, as such Grantor’s Obligor's attorney in fact with full power and for the limited purpose to prepare and file (and, to the extent applicable, sign) sign in the name of such Grantor Obligor any financing statements, or amendments and supplements to financing statements, renewal financing statements, notices or any similar documents which in the Secured Party’s Administrative Agent's reasonable discretion would be necessary or appropriate in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable until such time as the Termination DateSecured Obligations arising under the Loan Documents have been paid in full and the Commitments have expired or been terminated. Each Grantor Obligor hereby agrees that a carbon, photographic or other reproduction of this Agreement or any such financing statement is sufficient for filing as a financing statement by the Secured Party Administrative Agent without notice thereof to such Grantor Obligor wherever the Secured Party Administrative Agent may in its sole discretion desire to file the same.

Filing of Financing Statements, Notices, etc. Each Grantor shall execute and deliver to the Secured Party Administrative Agent and/or file such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Secured Party Administrative Agent may reasonably request) and do all such other things as the Secured Party Administrative Agent may reasonably deem necessary or appropriate (i) to assure to the Secured Party Administrative Agent its security interests hereunder, including (A) such instruments as the Secured Party Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, financing statements (including continuation statements), (B) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights substantially in the form of Exhibit B or other form acceptable to the Secured PartyAdministrative Agent, (C) with regard to Patents, a Notice of Grant of Security Interest in Patents for filing with the USPTO substantially in the form of Exhibit C or other form acceptable to the Secured Party Administrative Agent and (D) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the USPTO substantially in the form of Exhibit D or other form acceptable to the Secured PartyAdministrative Agent, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Secured Party Administrative Agent of its rights and interests hereunder. Furthermore, each Grantor also hereby irrevocably makes, constitutes and appoints the Secured PartyAdministrative Agent, its nominee or any other person whom the Secured Party Administrative Agent may designate, as such Grantor’s attorney in fact with full power and for the limited purpose to prepare and file (and, to the extent applicable, sign) in the name of such Grantor any financing statements, or amendments and supplements to financing statements, renewal financing statements, notices or any similar documents which in the Secured PartyAdministrative Agent’s reasonable discretion would be necessary or appropriate in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable until the Facility Termination Date. Each Grantor hereby agrees that a carbon, photographic or other reproduction of this Agreement or any such financing statement is sufficient for filing as a financing statement by the Secured Party Administrative Agent without notice thereof to such Grantor wherever the Secured Party Administrative Agent may in its sole discretion desire to file the same.

Filing of Financing Statements, Notices, etc. Each Grantor Pledgor shall execute and deliver to the Secured Party and/or file Collateral Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Secured Party Collateral Agent may reasonably request) and do all such other things as the Secured Party Collateral Agent may reasonably deem necessary or appropriate (i) to assure to the Secured Party Collateral Agent its security interests hereunder, including (A) such instruments as the Secured Party Collateral Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, financing statements (including continuation statements), (B) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights substantially in the form of Exhibit B or other form acceptable to the Secured Party, (C) with regard to Patents, a Notice of Grant of Security Interest in Patents for filing with the USPTO substantially in the form of Exhibit C or other form acceptable to the Secured Party and (D) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the USPTO substantially in the form of Exhibit D or other form acceptable to the Secured Party, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Secured Party Collateral Agent of its rights and interests hereunder. Furthermore, each Grantor Pledgor also hereby irrevocably makes, constitutes and appoints the Secured PartyCollateral Agent, its nominee or any other person whom the Secured Party Collateral Agent may designate, as such GrantorPledgor’s attorney in fact with full power and for the limited purpose to prepare and file (and, to the extent applicable, sign) sign in the name of such Grantor Pledgor any financing statements, or amendments and supplements to financing statements, renewal financing statements, notices or any similar documents which in the Secured PartyCollateral Agent’s reasonable discretion would be necessary or appropriate in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable until the Termination Datetermination of this Agreement. Each Grantor Pledgor hereby agrees that a carbon, photographic or other reproduction of this Agreement or any such financing statement is sufficient for filing as a financing statement by the Secured Party Collateral Agent without notice thereof to such Grantor Pledgor wherever the Secured Party Collateral Agent may in its sole discretion desire to file the same.

Filing of Financing Statements, Notices, etc. Each Grantor Obligor shall execute and deliver to the Secured Party and/or file Administrative Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Secured Party Administrative Agent may reasonably request) and do all such other things as the Secured Party Administrative Agent may reasonably deem necessary or appropriate (i) to assure to the Secured Party Administrative Agent its security interests in the Collateral granted hereunder, including (A) such instruments as the Secured Party Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, financing statements (including continuation statements), (B) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights substantially in the form of Exhibit B or other form acceptable to the Secured Party4(c)(i), (C) with regard to Patents, a Notice of Grant of Security Interest in Patents for filing with the USPTO substantially United States Patent and Trademark Office in the form of Exhibit C or other form acceptable to the Secured Party 4(c)(ii) hereto and (D) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the USPTO substantially United States Patent and Trademark Office in the form of Exhibit D or other form acceptable to the Secured Party4(c)(iii) hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Secured Party Administrative Agent of its rights and interests hereunderhereunder in respect of the Collateral. Furthermore, each Grantor Obligor also hereby irrevocably makes, constitutes and appoints the Secured PartyAdministrative Agent, its nominee or any other person whom the Secured Party Administrative Agent may designate, as such Grantor’s Obligor's attorney in fact with full power and for the limited purpose to prepare and file (and, to the extent applicable, sign) sign in the name of such Grantor Obligor any financing statements, or amendments and supplements to financing statements, renewal financing statements, notices or any similar documents which in the Secured Party’s Administrative Agent's reasonable discretion would be necessary or appropriate in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable until such time as the Termination DateSecured Obligations arising under the Loan Documents have been paid in full (other than (x) contingent indemnification or reimbursement obligations for which no claim has been asserted, (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements reasonably satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made and (z) Letters of Credit as to which other arrangements reasonably satisfactory to the Administrative Agent and the L/C Issuer shall have been made or that have been Cash Collateralized in the amount of the Minimum Collateral Amount) and the Revolving Commitments have expired or been terminated. Each Grantor Obligor hereby agrees that a carbon, photographic or other reproduction of this Agreement or any such financing statement is sufficient for filing as a financing statement by the Secured Party Administrative Agent without notice thereof to such Grantor Obligor wherever the Secured Party Administrative Agent may in its sole discretion desire to file the same.

Filing of Financing Statements, Notices, etc. Each Grantor shall execute and deliver to the Secured Party and/or file Collateral Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Secured Party Collateral Agent may reasonably request) and do all such other things as the Secured Party Collateral Agent may reasonably deem necessary or appropriate (i) to assure to the Secured Party Collateral Agent its security interests hereunder, including (A) such instruments as the Secured Party Collateral Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, financing statements (including continuation statements), (B) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights in substantially in the form of Exhibit B or other form acceptable to the Secured Party4(c)(i), (C) with regard to Patents, a Notice of Grant of Security Interest in Patents for filing with the USPTO United States Patent and Trademark Office in substantially in the form of Exhibit C or other form acceptable to the Secured Party 4(c)(ii) hereto and (D) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the USPTO United States Patent and Trademark Office in substantially in the form of Exhibit D or other form acceptable to the Secured Party4(c)(iii) hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Secured Party Collateral Agent of its rights and interests hereunder. Furthermore, each Grantor also hereby irrevocably makes, constitutes and appoints the Secured PartyCollateral Agent, its nominee or any other person whom the Secured Party Collateral Agent may designate, as such Grantor’s attorney in fact with full power and for the limited purpose to prepare and file (and, to the extent applicable, sign) sign in the name of such Grantor any financing statements, or amendments and supplements to financing statements, renewal financing statements, notices or any similar documents which in the Secured PartyCollateral Agent’s reasonable discretion would be necessary or appropriate in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable until the Termination Datetermination of this Agreement. Each Grantor hereby agrees that a carbon, photographic or other reproduction of this Agreement or any such financing statement is sufficient for filing as a financing statement by the Secured Party Collateral Agent without notice thereof to such Grantor wherever the Secured Party Collateral Agent may in its sole discretion desire to file the same.

Filing of Financing Statements, Notices, etc. Each Grantor Obligor shall execute and deliver to the Secured Party and/or file Administrative Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Secured Party Administrative Agent may reasonably request) and do all such other things as the Secured Party Administrative Agent may reasonably deem necessary or appropriate (i) to assure to the Secured Party Administrative Agent its security interests hereunder, including (A) such instruments as the Secured Party Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, financing statements (including continuation statements), (B) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights substantially in the form of Exhibit B or other form acceptable to the Secured Party, (C) with regard to Patentsregistered Patents and pending applications, a Notice of Grant of Security Interest in Patents for filing with the USPTO substantially United States Patent and Trademark Office in the form of Exhibit C or other form acceptable to the Secured Party and 4(b)(i) hereto, (DC) with regard to Trademarksregistered Trademarks and pending applications, a Notice of Grant of Security Interest in Trademarks for filing with the USPTO substantially United States Patent and Trademark Office in the form of Exhibit D or other 4(b)(ii) hereto and (D) with regard to registered Copyrights, a Notice of Grant of Security Interest in Copyrights in the form acceptable to the Secured Party, of Exhibit 4(b)(iii) hereto (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Secured Party Administrative Agent of its rights and interests hereunder. Furthermore, each Grantor Obligor also hereby irrevocably makes, constitutes and appoints the Secured PartyAdministrative Agent, its nominee or any other person whom the Secured Party Administrative Agent may designate, as such GrantorObligor’s attorney in fact with full power and for the limited purpose to prepare and file (and, to the extent applicable, sign) sign in the name of such Grantor Obligor any financing statements, or amendments and supplements to financing statements, renewal financing statements, notices or any similar documents which in the Secured PartyAdministrative Agent’s reasonable discretion would be necessary or appropriate in order to perfect and maintain perfection of the security interests granted hereunderhereunder (except with respect to Excluded Property), such power, being coupled with an interest, being and remaining irrevocable until such time as the Termination DateSecured Obligations arising under the Loan Documents have been paid in full (other than contingent indemnification obligations for which no claim has been made) and the Commitments have expired or been terminated. Each Grantor Obligor hereby agrees that a carbon, photographic or other reproduction of this Agreement or any such financing statement is sufficient for filing as a financing statement by the Secured Party Administrative Agent without notice thereof to such Grantor Obligor wherever the Secured Party Administrative Agent may in its sole discretion desire reasonably deem it necessary or appropriate to file the same.

Filing of Financing Statements, Notices, etc. Each Grantor Obligor shall execute and deliver to the Secured Party and/or file Administrative Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Secured Party Administrative Agent may reasonably request) and do all such other things as the Secured Party Administrative Agent may reasonably deem necessary or appropriate (i) to assure to the Secured Party Administrative Agent its security interests hereunder, including (A) such instruments as the Secured Party Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, financing statements (including continuation statements), (B) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights substantially in the form of Exhibit B or other form acceptable to the Secured Party4(b)(i), (C) with regard to Patents, a Notice of Grant of Security Interest in Patents for filing with the USPTO substantially United States Patent and Trademark Office in the form of Exhibit C or other form acceptable to the Secured Party 4(b)(ii) hereto and (D) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the USPTO substantially United States Patent and Trademark Office in the form of Exhibit D or other form acceptable to the Secured Party4(b)(iii) hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Secured Party Administrative Agent of its rights and interests hereunder. Furthermore, each Grantor Obligor also hereby irrevocably makes, constitutes and appoints the Secured PartyAdministrative Agent, its nominee or any other person whom the Secured Party Administrative Agent may designate, as such GrantorObligor’s attorney in fact with full power and for the limited purpose to prepare and file (and, to the extent applicable, sign) sign in the name of such Grantor Obligor any financing statements, or amendments and supplements to financing statements, renewal financing statements, notices or any similar documents which in the Secured PartyAdministrative Agent’s reasonable discretion would be necessary or appropriate in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable until the Facility Termination DateDate has occurred. Each Grantor Obligor hereby agrees that a carbon, photographic or other electronic reproduction of this Agreement or any such financing statement is sufficient for filing as a financing statement by the Secured Party Administrative Agent without notice thereof to such Grantor Obligor wherever the Secured Party Administrative Agent may in its sole discretion desire to file the samesame in order to perfect or enforce the securing interest granted herein.

Filing of Financing Statements, Notices, etc. Each Grantor Obligor shall execute and deliver to the Secured Party and/or file Administrative Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Secured Party Administrative Agent may reasonably request) and do all such other things as the Secured Party Administrative Agent may reasonably deem necessary or appropriate (i) to assure to the Secured Party Administrative Agent its security interests hereunder, including (A) such instruments as the Secured Party Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, financing statements (including continuation statements), (B) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights substantially in the form of Exhibit B or other form acceptable to the Secured Party4(b)(i), (C) with regard to Patents, a Notice of Grant of Security Interest in Patents for filing with the USPTO substantially United States Patent and Trademark Office in the form of Exhibit C or other form acceptable to the Secured Party 4(b)(ii) hereto and (D) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the USPTO substantially United States Patent and Trademark Office in the form of Exhibit D or other form acceptable to the Secured Party4(b)(iii) hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Secured Party Administrative Agent of its rights and interests hereunder. Furthermore, each Grantor Obligor also hereby irrevocably makes, constitutes and appoints the Secured PartyAdministrative Agent, its nominee or any other person whom the Secured Party Administrative Agent may designate, as such GrantorObligor’s attorney in fact with full power and for the limited purpose to prepare and file (and, to the extent applicable, sign) sign in the name of such Grantor Obligor any financing statements, or amendments and supplements to financing statements, renewal financing statements, notices or any similar documents which in the Secured PartyAdministrative Agent’s reasonable discretion would be necessary or appropriate in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable until such time as the Termination DateSecured Obligations arising under the Loan Documents have been paid in full and the Commitments have expired or been terminated. Each Grantor Obligor hereby agrees that a carbon, photographic or other reproduction of this Agreement or any such financing statement is sufficient for filing as a financing statement by the Secured Party Administrative Agent without notice thereof to such Grantor Obligor wherever the Secured Party Administrative Agent may in its sole discretion desire to file the same.

Filing of Financing Statements, Notices, etc. Each Grantor shall execute Execute and deliver to the Secured Party and/or file Collateral Agent (or, if the Intercreditor Agreement is then in effect, in the case of any Control Collateral, the Control Agent) such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Secured Party Collateral Agent (or, if the Intercreditor Agreement is then in effect, in the case of any Control Collateral, the Control Agent) may reasonably request) and do all such other things as may be necessary or the Secured Party Collateral Agent (or, if the Intercreditor Agreement is then in effect, in the case of any Control Collateral, the Control Agent) may reasonably deem necessary or appropriate (i) to assure to the Secured Party Collateral Agent its security interests hereunder, including executing and/or filing or recording (A) such financing statements, or amendments and supplements to financing statements, continuation statements or other instruments as the Secured Party Collateral Agent (or, if the Intercreditor Agreement is then in effect, in the case of any Control Collateral, the Control Agent) may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, financing statements (including continuation statements), (B) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights substantially in the form of Exhibit B or other form acceptable to the Secured Party, (C) with regard to Patents, a Notice of Grant of Security Interest in Patents for filing with the USPTO substantially United States Patent and Trademark Office in the form of Exhibit C or other form acceptable to the Secured Party and 4(b)(i) hereto, (DC) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the USPTO substantially United States Patent and Trademark Office in the form of Exhibit D or other 4(b)(ii) hereto and (D) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights in the form acceptable to of Exhibit 4(b)(iii) for filing with the Secured PartyUnited States Copyright Office, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Secured Party Collateral Agent (or, if the Intercreditor Agreement is then in effect, in the case of any Control Collateral, the Control Agent) of its rights and interests hereunder. Furthermore, each Grantor Obligor also hereby irrevocably makes, constitutes and appoints the Secured PartyCollateral Agent, its nominee or any other person whom the Secured Party Collateral Agent may designatedesignate (including the Control Agent if the Intercreditor Agreement is then in effect), as such GrantorObligor’s attorney in fact with full power and for the limited purpose to prepare and file (and, to the extent applicable, sign) sign in the name of such Grantor Obligor, if applicable, and file or record any financing statements, or amendments and supplements to financing statements, renewal financing continuation statements, notices or any similar documents which in the Secured Party’s reasonable discretion would be necessary or in the reasonable discretion of the Collateral Agent (or, if the Intercreditor Agreement is then in effect, in the case of any Control Collateral, the Control Agent) appropriate in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable until such time as the Termination DateDate shall have occurred. Each Grantor Obligor hereby agrees that a carbon, photographic or other reproduction of this Agreement or any such financing statement is sufficient for filing as a financing statement by the Secured Party Collateral Agent without notice thereof to such Grantor Obligor wherever the Secured Party Collateral Agent may in its sole discretion desire to file the same.

Filing of Financing Statements, Notices, etc. Each Grantor Obligor shall execute and deliver to the Secured Party and/or file Administrative Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Secured Party Administrative Agent may reasonably request) and do all such other things as the Secured Party Administrative Agent may reasonably deem necessary or appropriate (i) to assure to the Secured Party Administrative Agent its security interests hereunder, including (A) such instruments as the Secured Party Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, financing statements (including continuation statements), (B) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights substantially in the form of Exhibit B or other form acceptable to the Secured Party4(b)(i), (C) with regard to Patents, a Notice of Grant of Security Interest in Patents for filing with the USPTO substantially United States Patent and Trademark Office in the form of Exhibit C or other form acceptable to the Secured Party 4(b)(ii) hereto and (D) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the USPTO substantially United States Patent and Trademark Office in the form of Exhibit D or other form acceptable to the Secured Party4(b)(iii) hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Secured Party Administrative Agent of its rights and interests hereunder. Furthermore, each Grantor Obligor also hereby irrevocably makes, constitutes and appoints the Secured PartyAdministrative Agent, its nominee or any other person whom the Secured Party Administrative Agent may designate, as such GrantorObligor’s attorney in fact with full power and for the limited purpose to prepare and file (and, to the extent applicable, sign) sign in the name of such Grantor Obligor any financing statements, or amendments and supplements to financing statements, renewal financing statements, notices or any similar documents which in the Secured PartyAdministrative Agent’s reasonable discretion would be necessary or appropriate in order to perfect and maintain perfection of the security interests granted hereunderhereunder and consistent herewith, such power, being coupled with an interest, being and remaining irrevocable until such time as the Termination DateSecured Obligations (other than contingent indemnification, tax gross up, expense reimbursement or yield protection obligations, in each case, for which no claim has been made) arising under the Loan Documents have been paid in full and the Commitments have expired or been terminated. Each Grantor Obligor hereby agrees that a carbon, photographic or other reproduction of this Agreement or any such financing statement is sufficient for filing as a financing statement by the Secured Party Administrative Agent without notice thereof to such Grantor Obligor wherever the Secured Party Administrative Agent may in its sole discretion desire to file the same.

Filing of Financing Statements, Notices, etc. Each Grantor shall execute Execute and deliver to the Secured Party and/or file Administrative Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Secured Party Administrative Agent may reasonably request) and do all such other things as the Secured Party Administrative Agent may reasonably deem necessary or appropriate (i) to assure to the Secured Party Administrative Agent its security interests hereunder, including (A) such instruments as the Secured Party Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, financing statements (including continuation statements), (B) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights substantially in the form of Exhibit B or other form acceptable to the Secured Party4(b)(i), (C) with regard to Patents, a Notice of Grant of Security Interest in Patents for filing with the USPTO substantially United States Patent and Trademark Office in the form of Exhibit C or other form acceptable to the Secured Party 4(b)(ii) hereto and (D) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the USPTO substantially United States Patent and Trademark Office in the form of Exhibit D or other form acceptable to the Secured Party4(b)(iii) hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Secured Party Administrative Agent of its rights and interests hereunder. Furthermore, each Grantor also hereby irrevocably makes, constitutes and appoints the Secured PartyAdministrative Agent, its nominee or any other person whom the Secured Party Administrative Agent may designate, as such Grantor’s attorney in fact with full power and for the limited purpose to prepare and file (and, to the extent applicable, sign) sign in the name of such Grantor any financing statements, or amendments and supplements to financing statements, renewal financing statements, notices or any similar documents which in the Secured PartyAdministrative Agent’s reasonable discretion would be necessary or appropriate in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable until the Facility Termination Date. Each Grantor hereby agrees that a carbon, photographic or other reproduction of this Security Agreement or any such financing statement is sufficient for filing as a financing statement by the Secured Party Administrative Agent without notice thereof to such Grantor wherever the Secured Party Administrative Agent may in its sole discretion desire to file the same.

Filing of Financing Statements, Notices, etc. Each Grantor Obligor hereby authorizes the Administrative Agent to prepare and file such financing statements (including continuation statements) or amendments thereof or supplements thereto or other instruments as the Administrative Agent may from time to time reasonably deem necessary or appropriate in order to perfect and maintain the security interests granted hereunder in accordance with the UCC (including authorization to describe the Collateral as “all personal property” or “all assets”). Each Obligor shall also execute and deliver to the Secured Party and/or file Administrative Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Secured Party Administrative Agent may reasonably request) and do all such other things as the Secured Party Administrative Agent may reasonably deem necessary or appropriate (i) to assure to the Secured Party Administrative Agent its security interests hereunder, including (A) such instruments as the Secured Party Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, financing statements (including continuation statements), (B) with regard to Copyrightscopyrights and copyright applications, a Notice of Grant of Security Interest in Copyrights substantially in the form of Exhibit B or other form acceptable to the Secured PartyB, (C) with regard to Patentspatents and patent applications, a Notice of Grant of Security Interest in Patents for filing with the USPTO substantially United States Patent and Trademark Office in the form of Exhibit C or other form acceptable to the Secured Party attached hereto and (D) with regard to Trademarkstrademarks and trademark applications, a Notice of Grant of Security Interest in Trademarks for filing with the USPTO substantially United States Patent and Trademark Office in the form of Exhibit D or other form acceptable to the Secured Partyattached hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Secured Party Administrative Agent of its rights and interests hereunder. Furthermore, each Grantor also hereby irrevocably makes, constitutes and appoints the Secured Party, its nominee or any other person whom the Secured Party may designate, as such Grantor’s attorney in fact with full power and for the limited purpose to prepare and file (and, to the extent applicable, sign) in the name of such Grantor any financing statements, or amendments and supplements to financing statements, renewal financing statements, notices or any similar documents which in the Secured Party’s reasonable discretion would be necessary or appropriate in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable until the Termination Date. Each Grantor hereby agrees that a carbon, photographic or other reproduction of this Agreement or any such financing statement is sufficient for filing as a financing statement by the Secured Party without notice thereof to such Grantor wherever the Secured Party may in its sole discretion desire to file the same.

Filing of Financing Statements, Notices, etc. Each Grantor shall execute Execute and deliver to the Secured Party and/or file Administrative Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Secured Party may reasonably request) and do all such other things things, in each case, as the Secured Party Administrative Agent may reasonably deem necessary or appropriate and may reasonably request (i) to assure to the Secured Party Administrative Agent its security interests hereunder, including (A) such instruments as the Secured Party Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, financing statements (including continuation statements), (B) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights substantially in the form of Exhibit B or other form acceptable to the Secured Party, (C) with regard to Patents, a Notice of Grant of Security Interest in Patents for filing with the USPTO substantially in the form of Exhibit C or other form acceptable to the Secured Party and (D) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the USPTO substantially in the form of Exhibit D or other form acceptable to the Secured Party, (ii) to consummate the transactions contemplated hereby hereby, and (iii) to otherwise protect and assure the Secured Party Administrative Agent of its rights and interests hereunder. Furthermore, each Grantor Pledgor also hereby irrevocably makes, constitutes and appoints the Secured PartyAdministrative Agent, its nominee or any other person whom the Secured Party Administrative Agent may designate, as such GrantorPledgor’s attorney in fact with full power and for the limited purpose to prepare and file (and, to the extent applicable, sign) sign in the name of such Grantor Pledgor any financing statements, or amendments and supplements to financing statements, renewal financing statements, notices or any similar documents which in the Secured PartyAdministrative Agent’s reasonable discretion would be necessary or appropriate in order to perfect and maintain perfection of the security interests in the Pledged Collateral granted hereunder, such power, being coupled with an interest, being and remaining irrevocable until such time as the Termination DateObligations have been paid in full (subject to Section 2(b) and other than (i) contingent indemnification obligations as to which no claim has been asserted and (ii) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements either (x) as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made or (y) notice has not been received by the Administrative Agent from the applicable Cash Management Bank or Hedge Bank, as the case may be, that amounts are due and payable under such Secured Cash Management Agreement or Secured Hedge Agreement, as the case may be), the Commitments have expired or been terminated, and no Letters of Credit remain outstanding (other than Extended Letters of Credit and any other Letters of Credit the Outstanding Amount of which has been Cash Collateralized or back-stopped by a letter of credit or other credit support in form and substance reasonably satisfactory to the Administrative Agent and the applicable L/C Issuer). Each Grantor Pledgor hereby agrees that a carbon, photographic or other reproduction of this Agreement or any such financing statement is sufficient for filing as a financing statement by the Secured Party Administrative Agent without notice thereof to such Grantor Pledgor wherever the Secured Party Administrative Agent may in its sole discretion desire to file the same. After the Closing Date, upon the reasonable request of the Administrative Agent and at the sole expense of the Pledgors, each Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted.

Filing of Financing Statements, Notices, etc. Authorize, and hereby does authorize, the Administrative Agent to prepare and file such financing statements (including continuation statements) or amendments thereof or supplements thereto or other instruments as the Administrative Agent may from time to time deem necessary or appropriate in order to perfect and maintain the security interest granted hereunder in accordance with the UCC. Such financing statements may describe the collateral in the same manner as described in this Agreement or may contain an indication or description of collateral that describes such property in any other manner as the Administrative Agent may determine is necessary, advisable or prudent to ensure the perfection of the security interests in the collateral granted to the Administrative Agent in connection herewith. Each Grantor Obligor shall also execute and deliver to the Secured Party and/or file Administrative Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Secured Party Administrative Agent may reasonably request) and do all such other things as the Secured Party Administrative Agent may reasonably deem necessary or appropriate (i) to assure to the Secured Party Administrative Agent its security interests hereunderhereunder are perfected and maintained, including (A) such instruments as the Secured Party Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, financing statements (including continuation statements), (B) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights substantially in the form of Exhibit B or other form acceptable to the Secured Party, (C) with regard to Patents, a Notice of Grant of Security Interest in Patents for filing with the USPTO substantially in the form of Exhibit C or other form acceptable to the Secured Party and (D) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the USPTO substantially in the form of Exhibit D or other form acceptable to the Secured Party, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Secured Party Administrative Agent of its rights and interests hereunder. Furthermore, each Grantor Obligor also hereby irrevocably makes, constitutes and appoints the Secured PartyAdministrative Agent, its nominee or any other person whom the Secured Party Administrative Agent may designate, as such GrantorObligor’s attorney in fact with full power and for the limited purpose to prepare and file (and, to the extent applicable, sign) sign in the name of such Grantor Obligor any financing statements, or amendments and supplements to financing statements, renewal financing statements, notices or any similar documents which in the Secured PartyAdministrative Agent’s reasonable discretion would be necessary or appropriate in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable until such time as the Termination DateSecured Obligations arising under the Loan Documents have been paid in full and the Commitments have expired or been terminated. Each Grantor hereby agrees that a carbon, photographic In the event for any reason the Law of any jurisdiction other than New York becomes or other reproduction is applicable to the Collateral of this Agreement any Obligor or any such financing statement is sufficient for filing as a financing statement by part thereof, or to any of the Secured Party without notice thereof Obligations, such Obligor agrees to execute and deliver all such Grantor wherever instruments and to do all such other things as the Secured Party may Administrative Agent in its sole discretion desire reasonably deems necessary or appropriate to file preserve, protect and enforce the samesecurity interest of the Administrative Agent under the Law of such other jurisdiction (and, if an Obligor shall fail to do so promptly upon the request of the Administrative Agent, then the Administrative Agent may execute any and all such requested documents on behalf of such Obligor pursuant to the power of attorney granted hereinabove).

Filing of Financing Statements, Notices, etc. Each Grantor shall execute and deliver to the Secured Party Administrative Agent and/or file such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Secured Party Administrative Agent may reasonably request) and do all such other things as the Secured Party Administrative Agent may reasonably deem request as necessary or appropriate (i) to assure to the Secured Party Administrative Agent its security interests hereunder, including (A) such instruments as the Secured Party Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, financing statements (including continuation statements), (B) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights substantially in the form of Exhibit B or other form reasonably acceptable to the Secured PartyAdministrative Agent, (C) with regard to Patents, a Notice of Grant of Security Interest in Patents for filing with the USPTO substantially in the form of Exhibit C or other form reasonably acceptable to the Secured Party Administrative Agent and (D) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the USPTO substantially in the form of Exhibit D or other reasonably form acceptable to the Secured PartyAdministrative Agent, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Secured Party Administrative Agent of its rights and interests hereunder. Furthermore, each Grantor also hereby irrevocably makes, constitutes and appoints the Secured PartyAdministrative Agent, its nominee or any other person Person whom the Secured Party Administrative Agent may designate, as such Grantor’s attorney in fact with full power and for the limited purpose to prepare and file (and, to the extent applicable, sign) in the name of such Grantor any financing statements, or amendments and supplements to financing statements, renewal financing statements, notices or any similar documents which in the Secured PartyAdministrative Agent’s reasonable discretion would be necessary or appropriate in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable until the Termination Datetermination of this Agreement in accordance with Section 10. Each Grantor hereby agrees that a carbon, photographic or other reproduction of this Agreement or any such financing statement is sufficient for filing as a financing statement by the Secured Party Administrative Agent without notice thereof to such Grantor wherever the Secured Party Administrative Agent may in its sole reasonable discretion desire to file the same.

Filing of Financing Statements, Notices, etc. Each Grantor Pledgor shall execute and deliver to the Secured Party and/or file Administrative Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Secured Party Administrative Agent may reasonably request) and do all such other things as the Secured Party Administrative Agent may reasonably deem necessary or appropriate (i) to assure to the Secured Party Administrative Agent its security interests hereunder, including such financing statements (Aincluding continuation statements) such or amendments thereof or supplements thereto or other instruments as the Secured Party Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, financing statements (including continuation statements), (B) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights substantially in the form of Exhibit B or other form acceptable to the Secured Party, (C) with regard to Patents, a Notice of Grant of Security Interest in Patents for filing with the USPTO substantially in the form of Exhibit C or other form acceptable to the Secured Party and (D) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the USPTO substantially in the form of Exhibit D or other form acceptable to the Secured Party, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Secured Party Administrative Agent of its rights and interests hereunder. Furthermore, each Grantor Pledgor also hereby irrevocably makes, constitutes and appoints the Secured PartyAdministrative Agent, its nominee or any other person whom the Secured Party Administrative Agent may designate, as such GrantorPledgor’s attorney in fact with full power and for the limited purpose to prepare and file (and, to the extent applicable, sign) sign in the name of such Grantor Pledgor any financing statements, or amendments and supplements to financing statements, renewal financing statements, notices or any similar documents which in the Secured PartyAdministrative Agent’s reasonable discretion would be necessary or appropriate in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable until the Termination Date. Each Grantor Pledgor hereby agrees that a carbon, photographic or other reproduction of this Agreement or any such financing statement is sufficient for filing as a financing statement by the Secured Party Administrative Agent without notice thereof to such Grantor Pledgor wherever the Secured Party Administrative Agent may in its sole discretion desire to file the same. In the event for any reason the law of any jurisdiction other than New York becomes or is applicable to the Pledged Collateral of Pledgor or any part thereof, or to any of the Secured Obligations, Pledgor agrees to execute and deliver all such instruments and to do all such other things as the Administrative Agent reasonably deems necessary or appropriate to preserve, protect and enforce the security interests of the Administrative Agent under the law of such other jurisdiction (and, if Pledgor shall fail to do so promptly upon the request of the Administrative Agent, then the Administrative Agent may execute any and all such requested documents on behalf of Pledgor pursuant to the power of attorney granted hereinabove). If any Pledged Collateral is in the possession or control of Pledgor’s agents and the Administrative Agent requests, Pledgor agrees to notify such agents in writing of the Administrative Agent’s security interest therein and, upon the Administrative Agent’s request, instruct them to hold all such Pledged Collateral for the Administrative Agents’ account and subject to the Administrative Agent’s instructions. Unless an Event of Default has occurred and is continuing, the Administrative Agent shall not give any instructions to Pledgor’s agents pursuant to the immediately preceding sentence.

Filing of Financing Statements, Notices, etc. Each Grantor shall execute and deliver to the Secured Party Administrative Agent and/or file such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Secured Party Administrative Agent may reasonably request) and do all such other things as the Secured Party Administrative Agent may reasonably deem request as necessary or appropriate (i) to assure to the Secured Party Administrative Agent its security interests hereunder, including (A) such instruments as the Secured Party Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, financing statements (including continuation statements), (B) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights substantially in the form of Exhibit B or other form reasonably acceptable to the Secured PartyAdministrative Agent, (C) with regard to Patents, a Notice of Grant of Security Interest in Patents for filing with the USPTO substantially in the form of Exhibit C or other form reasonably acceptable to the Secured Party Administrative Agent and (D) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the USPTO substantially in the form of Exhibit D or other reasonably form acceptable to the Secured PartyAdministrative Agent, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Secured Party Administrative Agent of its rights and interests hereunder. Furthermore, each Grantor also hereby irrevocably makes, constitutes and appoints the Secured PartyAdministrative Agent, its nominee or any other person Person whom the Secured Party Administrative Agent may designate, as such Grantor’s attorney in fact with full power and for the limited purpose to prepare and file (and, to the extent applicable, sign) in the name of such Grantor any financing statements, or amendments and supplements to financing statements, renewal financing statements, notices or any similar documents which in the Secured Party’s reasonable discretion would be necessary or appropriate in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable until the Termination Date. Each Grantor hereby agrees that a carbon, photographic or other reproduction of this Agreement or any such financing statement is sufficient for filing as a financing statement by the Secured Party without notice thereof to such Grantor wherever the Secured Party may in its sole discretion desire to file the same.the

Filing of Financing Statements, Notices, etc. Each Grantor Such Obligor shall execute and deliver to the Secured Party and/or file Administrative Agent such agreements, assignments assignments, or instruments (including affidavits, notices, reaffirmations reaffirmations, and amendments and restatements of existing documents, ) as the Secured Party Administrative Agent may reasonably request) , and do all such other things as the Secured Party Administrative Agent may reasonably deem necessary or appropriate appropriate: (i) to assure provide adequate assurance to the Secured Party its Administrative Agent regarding the proper filing, maintenance and perfection of the security interests created, or proposed to be created, hereunder, including (A) such instruments as the Secured Party Administrative Agent may from time to time reasonably request request, in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, financing statements (including continuation statements), (B) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights substantially for filing with the United States Copyright Office, in the form of Exhibit B 4(b)(i) hereto (or such other form acceptable to as reasonably requested by the Secured PartyAdministrative Agent), (C) with regard to Patents, a Notice of Grant of Security Interest in Patents for filing with the USPTO substantially United States Patent and Trademark Office, in the form of Exhibit C 4(b)(ii) hereto (or such other form acceptable to as reasonably requested by the Secured Party Administrative Agent), and (D) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the USPTO substantially United States Patent and Trademark Office, in the form of Exhibit D 4(b)(iii) hereto (or such other form acceptable to as reasonably requested by the Secured Party, Administrative Agent); (ii) to consummate the transactions contemplated hereby hereby; and (iii) to otherwise protect protect, and assure the Secured Party of Administrative Agent of, its rights and interests hereunder. Furthermore, each Grantor such Obligor also hereby irrevocably makes, constitutes constitutes, and appoints the Secured PartyAdministrative Agent, its a nominee of the Administrative Agent, or any other person whom the Secured Party Administrative Agent may so designate, as such GrantorObligor’s attorney in fact fact, with full power with respect to, and for the limited purpose to prepare of, preparing and file filing (and, to the extent applicable, sign) signing), in the name of such Grantor Obligor, any financing statements, or any amendments and and/or supplements to financing statements, any renewal financing statements, and any notices or any and/or similar documents which documents, which, in the Secured PartyAdministrative Agent’s reasonable discretion discretion, would be necessary or appropriate in order to perfect and perfect, or to maintain the perfection of of, the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable until such time as the Termination DateSecured Obligations arising under the Loan Documents have been paid in full and the Commitments have been terminated. Each Grantor Such Obligor hereby agrees that a carbon, photographic or other reproduction of this Agreement Agreement, or of any such relevant financing statement is (or amendment thereof or supplement thereto), shall be sufficient for filing as a financing statement (or amendment thereof or supplement thereto) by the Secured Party Administrative Agent, without notice thereof to such Grantor Obligor, wherever the Secured Party Administrative Agent may in its sole discretion desire to file the same.

Filing of Financing Statements, Notices, etc. Each Grantor shall at its own cost execute and deliver to the Secured Party Agent and/or file such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Secured Party Agent may reasonably request) and do all such other things as the Secured Party Agent may reasonably deem necessary or appropriate (i) to assure to the Secured Party Agent its security interests hereunder, including (A) such instruments as the Secured Party Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, financing statements (including continuation statements), (B) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights substantially in the form of Exhibit B or other form acceptable to the Secured PartyAgent, (C) with regard to Patents, a Notice of Grant of Security Interest in Patents for filing with the USPTO substantially in the form of Exhibit C or other form acceptable to the Secured Party Agent and (D) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the USPTO substantially in the form of Exhibit D or other form acceptable to the Secured PartyAgent, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Secured Party Agent of its rights and interests hereunder. Furthermore, each Grantor also hereby irrevocably makes, constitutes and appoints the Secured PartyAgent, its nominee or any other person whom the Secured Party Agent may designate, as such Grantor’s attorney in fact with full power and for the limited purpose to prepare and file (and, to the extent applicable, sign) in the name of such Grantor any financing statements, or amendments and supplements to financing statements, renewal financing statements, notices or any similar documents which in the Secured PartyAgent’s reasonable discretion would be necessary or appropriate in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable until the Facility Termination Date. Each Grantor hereby agrees that a carbon, photographic or other reproduction of this Agreement or any such financing statement is sufficient for filing as a financing statement by the Secured Party Agent without notice thereof to such Grantor wherever the Secured Party Agent may in its sole discretion desire to file the same.

Filing of Financing Statements, Notices, etc. Each Grantor Obligor shall execute and deliver to the Secured Party and/or file Administrative Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Secured Party Administrative Agent may reasonably request) and do all such other things as the Secured Party Administrative Agent may reasonably deem necessary or appropriate (i) to assure to the Secured Party Administrative Agent its security interests hereunder, including (A) such instruments as the Secured Party Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, financing statements (including continuation statements), (B) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights substantially in the form of Exhibit B or other form acceptable to the Secured Party, (C) with regard to Patents, a Notice of Grant of Security Interest in Patents for filing with the USPTO substantially United States Patent and Trademark Office in the form of Exhibit C or other form acceptable to the Secured Party and 4(b)(i) hereto, (DC) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the USPTO substantially United States Patent and Trademark Office in the form of Exhibit D or other 4(b)(ii) hereto, and (D) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights in the form acceptable to the Secured Partyof Exhibit 4(b)(iii), (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Secured Party Administrative Agent of its rights and interests hereunder. Furthermore, each Grantor Obligor also hereby irrevocably makes, constitutes and appoints the Secured PartyAdministrative Agent, its nominee or any other person whom the Secured Party Administrative Agent may designate, as such GrantorObligor’s attorney in fact with full power and for the limited purpose to prepare and file (and, to the extent applicable, sign) sign in the name of such Grantor Obligor any financing statements, or amendments and supplements to financing statements, renewal financing statements, notices or any similar CHAR1\1795056v6 documents which in the Secured PartyAdministrative Agent’s reasonable discretion would be necessary or appropriate in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable until the Facility Termination Date. Each Grantor Obligor hereby agrees that a carbon, photographic or other reproduction of this Agreement or any such financing statement is sufficient for filing as a financing statement by the Secured Party Administrative Agent without notice thereof to such Grantor Obligor wherever the Secured Party Administrative Agent may in its sole discretion desire to file the same.

Filing of Financing Statements, Notices, etc. Each Grantor shall execute and deliver to the Secured Party and/or file such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Secured Party may reasonably request) and do all such other things as the Secured Party may reasonably deem necessary or appropriate (i) to assure to the Secured Party its security interests hereunder, including (A) such instruments as the Secured Party may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, financing statements (including continuation statements), (B) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights substantially in the form of Exhibit B or other form acceptable to the Secured Party, (C) with regard to Patents, a Notice of Grant of Security Interest in Patents for filing with the USPTO substantially in the form of Exhibit C or other form acceptable to the Secured Party and (D) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the USPTO substantially in the form of Exhibit D or other form acceptable to the Secured Party, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Secured Party of its rights and interests hereunder. Furthermore, each Grantor also hereby irrevocably makes, constitutes and appoints the Secured Party, its nominee or any other person whom the Secured Party may designate, as such Grantor’s attorney in fact with full power and for the limited purpose to prepare and file (and, to the extent applicable, sign) in the name of such Grantor any financing statements, or amendments and supplements to financing statements, renewal financing statements, notices or any similar documents which in the Secured Party’s reasonable discretion would be necessary or appropriate in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable until after the date on which all Obligations are indefeasibly paid in full in cash following the termination of (a) all commitments by Lender to extend credit to any of the Borrowers or any other Loan Parties and (b) all commitments to issue Letters of Credit for the account of any of the Borrowers or any other Loan Parties (such date being, the “Termination Date”. Each Grantor hereby agrees that a carbon, photographic or other reproduction of this Agreement or any such financing statement is sufficient for filing as a financing statement by the Secured Party without notice thereof to such Grantor wherever the Secured Party may in its sole discretion desire to file the same.

Filing of Financing Statements, Notices, etc. Each Grantor Obligor hereby authorizes the Secured Party to prepare and file such financing statements (including continuation statements) or amendments thereof or supplements thereto or other instruments as the Secured Party may from time to time deem necessary or appropriate in order to perfect and maintain the perfection of the security interests granted hereunder in accordance with the UCC. Each Obligor shall execute and deliver to the Secured Party and/or file such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, ) as the Secured Party may reasonably request) , and do all such other things as the Secured Party may reasonably deem necessary or appropriate (i) to assure to the Secured Party its security interests hereunder, including (A) such instruments as the Secured Party may from time to time reasonably request in order to perfect and maintain the perfection of the security interests granted hereunder in accordance with the UCC, including, without limitation, financing statements (including continuation statements), (B) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights substantially in the form of Exhibit B or other form acceptable to the Secured Party, (C) with regard to Patents, a Notice of Grant of Security Interest in Patents for filing with the USPTO substantially in the form of Exhibit C or other form acceptable to the Secured Party and (D) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the USPTO substantially in the form of Exhibit D or other form acceptable to the Secured Party, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Secured Party of its rights and interests hereunder. Furthermore, each Grantor Obligor also hereby irrevocably makes, constitutes and appoints the Secured Party, its nominee or any other person whom the Secured Party may designate, as such Grantor’s Xxxxxxx's attorney in fact with full power and for the limited purpose to prepare and file (and, to the extent applicable, sign) sign in the name of such Grantor Obligor any financing statements, or amendments and supplements to financing statements, renewal financing statements, notices or any similar documents which in the Secured Party’s reasonable discretion would be necessary or appropriate in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable until repayment in full of the Termination DateObligations. Each Grantor Obligor hereby agrees that a carbon, photographic or other reproduction of this Agreement or any such financing statement is sufficient for filing as a financing statement by the Secured Party without notice thereof to such Grantor Obligor wherever the Secured Party may in its sole discretion desire to file the same.

Filing of Financing Statements, Notices, etc. Each Grantor Obligor shall execute and deliver to the Secured Party and/or file Administrative Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Secured Party Administrative Agent may reasonably request) and do all such other things as the Secured Party Administrative Agent may reasonably deem necessary or appropriate (i) to assure to preserve the Secured Party its security interests of the Administrative Agent hereunder, including (A) such instruments as the Secured Party Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, financing statements (including continuation statements), (B) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights substantially Patents registered in the form of Exhibit B or other form acceptable to the Secured Party, (C) with regard to PatentsUnited States, a Notice of Grant of Security Interest in Patents for filing with the USPTO substantially United States Patent and Trademark Office in the form of Exhibit C or other form acceptable to the Secured Party and 4(b)(i) hereto, (DC) with regard to TrademarksTrademarks registered in the United States, a Notice of Grant of Security Interest in Trademarks for filing with the USPTO substantially United States Patent and Trademark Office in the form of Exhibit D or other 4(b)(ii) hereto, (D) with regard to Copyrights registered in the United States and exclusive Copyright Licenses, a Notice of Grant of Security Interest in Copyrights in the form acceptable to the Secured Partyof Exhibit 4(b)(iii), (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure preserve the Secured Party of its Administrative Agent’s rights and interests hereunder; provided, however that this Section 4(b) shall not obligate any Obligor to otherwise undertake collateral perfection or protection obligations not otherwise required under the Loan Documents (it being understood that perfection obligations with respect to Collateral that is perfected by delivery or control shall only be as expressly required pursuant to other provisions of this Agreement, and, except as expressly provided above, actions with respect to Collateral that is not subject to perfection under the UCC shall not be required). With respect to any Patents, Trademarks or Copyrights registered in the United States, no Obligor nor any Subsidiary shall be required to disclose (x) any materials subject to a confidentiality obligation binding upon such Obligor or Subsidiary to the extent such disclosure would violate such obligations or (y) any communications protected by attorney-client privilege the disclosure or inspection of which would waive such privilege; provided, however, that each Obligor shall nonetheless preserve the security interests of the Administrative Agent hereunder. Furthermore, each Grantor Obligor also hereby irrevocably makes, constitutes and appoints the Secured PartyAdministrative Agent, its nominee or any other person Person whom the Secured Party Administrative Agent may designate, as such GrantorObligor’s attorney in attorney-in-fact with full power and for the limited purpose to prepare and file (and, to the extent applicable, sign) sign in the name of such Grantor Obligor any financing statements (including renewal statements), or amendments and supplements to financing statements, renewal financing statementssupplements, notices or any similar documents which that in the Secured PartyAdministrative Agent’s reasonable discretion would be necessary or appropriate appropriate, in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable so long as the Secured Obligations remain unpaid and until the Termination Datecommitments relating thereto shall have been terminated. Each Grantor Subject to the limitations set forth in Section 5, each Obligor hereby agrees that a carbon, photographic or other reproduction of this Agreement or any such financing statement is sufficient for filing as a financing statement by the Secured Party Administrative Agent without notice thereof to such Grantor Obligor wherever the Secured Party Administrative Agent may in its sole discretion desire to file the same.

Filing of Financing Statements, Notices, etc. Each Grantor Obligor shall execute and deliver to the Secured Party and/or file Administrative Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Secured Party Administrative Agent may reasonably request) and do all such other things as the Secured Party Administrative Agent may reasonably deem necessary or appropriate (i) to assure to the Secured Party Administrative Agent its security interests hereunder, including (A) such instruments as the Secured Party Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, financing statements (including continuation statements), (B) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights substantially in the form of Exhibit B or other form acceptable to the Secured Party4(c)(i), (C) with regard to Patents, a Notice of Grant of Security Interest in Patents for filing with the USPTO substantially United States Patent and Trademark Office in the form of Exhibit C or other form acceptable to the Secured Party 4(c)(ii) hereto and (D) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the USPTO substantially United States Patent and Trademark Office in the form of Exhibit D or other form acceptable to the Secured Party4(c)(iii) hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Secured Party Administrative Agent of its rights and interests hereunder. Furthermore, each Grantor Obligor also hereby irrevocably makes, constitutes and appoints the Secured PartyAdministrative Agent, its nominee or any other person whom the Secured Party Administrative Agent may designate, as such Grantor’s Obligor's attorney in fact with full power and for the limited purpose to prepare and file (and, to the extent applicable, sign) sign in the name of such Grantor Obligor any financing statements, or amendments and supplements to financing statements, renewal financing statements, notices or any similar documents which in the Secured Party’s Administrative Agent's reasonable discretion would be necessary or appropriate in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable until such time as the Termination DateSecured Obligations arising under the Loan Documents have been paid in full and the Commitments have expired or been terminated. Each Grantor Obligor hereby agrees that a carbon, photographic or other reproduction of this Agreement or any such financing statement is sufficient for filing as a financing statement by the Secured Party Administrative Agent without notice thereof to such Grantor Obligor wherever the Secured Party Administrative Agent may in its sole discretion desire to file the same.

Filing of Financing Statements, Notices, etc. Each Grantor Obligor shall execute and deliver to the Secured Party and/or file Administrative Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Secured Party Administrative Agent may reasonably request) and do all such other things as the Secured Party Administrative Agent may reasonably deem necessary or appropriate (i) to assure to the Secured Party Administrative Agent its security interests hereunderhereunder are perfected and maintained, including (A) such instruments as the Secured Party Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, financing statements (including continuation statements), (B) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights substantially in the form of Exhibit B or other form acceptable to the Secured PartySchedule 4(b)(i), (C) with regard to Patents, a Notice of Grant of Security Interest in Patents for filing with the USPTO substantially United States Patent and Trademark Office in the form of Exhibit C or other form acceptable to the Secured Party Schedule 4(b)(ii) hereto and (D) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the USPTO substantially United States Patent and Trademark Office in the form of Exhibit D or other form acceptable to the Secured PartySchedule 4(b)(iii) hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Secured Party Administrative Agent of its rights and interests hereunder. Furthermore, each Grantor Obligor also hereby irrevocably makes, constitutes and appoints the Secured PartyAdministrative Agent, its nominee or any other person whom the Secured Party Administrative Agent may designate, as such GrantorObligor’s attorney in fact with full power and for the limited purpose to prepare and file (and, to the extent applicable, sign) sign in the name of such Grantor Obligor any financing statements, or amendments and supplements to financing statements, renewal financing statements, notices or any similar documents which in the Secured PartyAdministrative Agent’s reasonable discretion would be necessary or appropriate in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable until the Termination Date. Each Grantor Obligor hereby agrees that a carbon, photographic or other reproduction of this Agreement or any such financing statement is sufficient for filing as a financing statement by the Secured Party Administrative Agent without notice thereof to such Grantor Obligor wherever the Secured Party Administrative Agent may in its sole discretion desire to file the same. In the event for any reason the Law of any jurisdiction other than New York becomes or is applicable to the Collateral of any Obligor or any part thereof, or to any of the Secured Obligations, such Obligor agrees to execute and deliver all such instruments and to do all such other things as the Administrative Agent in its sole discretion reasonably deems necessary or appropriate to preserve, protect and enforce the security interest of the Administrative Agent under the Law of such other jurisdiction (and, if an Obligor shall fail to do so promptly upon the request of the Administrative Agent, then the Administrative Agent may execute any and all such requested documents on behalf of such Obligor pursuant to the power of attorney granted herein). Each Obligor agrees to xxxx its books and records to reflect the security interest of the Administrative Agent in the Collateral.

Filing of Financing Statements, Notices, etc. Each Grantor Obligor hereby authorizes the Administrative Agent to prepare and file such financing statements (including renewal statements) or amendments thereof or supplements thereto or other instruments as the Administrative Agent may reasonably from time to time, deem necessary or appropriate in order to perfect and maintain the security interests granted hereunder in accordance with the UCC. Each Obligor shall also execute and deliver to the Secured Party and/or file Administrative Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Secured Party Administrative Agent may reasonably request) and do all such other things as the Secured Party Administrative Agent may reasonably deem necessary or appropriate (i) to assure to the Secured Party Administrative Agent its security interests hereunder, including (A) such financing statements (including renewal statements) or amendments thereof or supplements thereto or other instruments as the Secured Party Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, financing statements (including continuation statements), (B) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights substantially in the form of Exhibit B or other form acceptable to the Secured PartySchedule 5(d)(i), (C) with regard to Patents, a Notice of Grant of Security Interest in Patents for filing with the USPTO substantially United States Patent and Trademark Office in the form of Exhibit C or other form acceptable to the Secured Party Schedule 5(d)(ii) attached hereto and (D) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the USPTO substantially United States Patent and Trademark Office in the form of Exhibit D or other form acceptable to the Secured PartySchedule 5(d)(iii) attached hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Secured Party Administrative Agent of its rights and interests hereunder. FurthermoreTo that end, each Grantor Obligor agrees that the Administrative Agent may file one or more financing statements disclosing the Administrative Agent's security interest in any or all of the Collateral of such Obligor without, to the extent permitted by law, such Obligor's signature thereon, and further each Obligor also hereby irrevocably makes, constitutes and appoints the Secured PartyAdministrative Agent, its nominee or any other person whom the Secured Party Administrative Agent may designate, as such Grantor’s Obligor's attorney in fact with full power and for the limited purpose to prepare and file (and, to the extent applicable, sign) sign in the name of such Grantor Obligor any such financing statements, or amendments and supplements to financing statements, renewal financing statements, notices or any similar documents which in the Secured Party’s Administrative Agent's reasonable discretion would be necessary necessary, appropriate or appropriate convenient in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable until the Termination DateCredit Party Obligations are Fully Satisfied. Each Grantor Obligor hereby agrees that a carbon, photographic or other reproduction of this Security Agreement or any such financing statement is sufficient for filing as a financing statement by the Secured Party Administrative Agent without notice thereof to such Grantor Obligor wherever the Secured Party Administrative Agent may in its sole discretion desire to file the same. In the event for any reason the law of any jurisdiction other than New York becomes or is applicable to the Collateral of any Obligor or any part thereof, or to any of the Secured Obligations, such Obligor agrees to execute and deliver all such instruments and to do all such other things as the Administrative Agent reasonably deems necessary or appropriate to preserve, protect and enforce the security interests of the Administrative Agent under the law of such other jurisdiction (and, if an Obligor shall fail to do so promptly upon the request of the Administrative Agent, then the Administrative Agent may execute any and all such requested documents on behalf of such Obligor pursuant to the power of attorney granted hereinabove). Each Obligor agrees to mark its books and records to reflect the security interest xx xhe Administrative Agent in the Collateral.

Filing of Financing Statements, Notices, etc. Each Grantor Obligor shall execute and deliver to the Secured Party and/or file Administrative Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Secured Party Administrative Agent may reasonably request) and do all such other things as the Secured Party Administrative Agent may reasonably deem necessary or appropriate (i) to assure to the Secured Party Administrative Agent its security interests hereunder, including (A) such instruments as the Secured Party Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, financing statements (including continuation statements), (B) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights substantially in the form of Exhibit B or other form acceptable to the Secured Party, (C) with regard to Patents, a Notice of Grant of Security Interest in Patents for filing with the USPTO substantially United States Patent and Trademark Office in the form of Exhibit C or other form acceptable to the Secured Party and 4(b)(i) hereto, (DC) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the USPTO substantially United States Patent and Trademark Office in the form of Exhibit D or other 4(b)(ii) hereto, (D) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights in the form acceptable to the Secured Partyof Exhibit 4(b)(iii), (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Secured Party Administrative Agent of its rights and interests hereunder. Furthermore, each Grantor Obligor also hereby irrevocably makes, constitutes and appoints the Secured PartyAdministrative Agent, its nominee or any other person Person whom the Secured Party Administrative Agent may designate, as such GrantorObligor’s attorney in attorney-in-fact with full power and for the limited purpose to prepare and file (and, to the extent applicable, sign) sign in the name of such Grantor Obligor any financing statements (including renewal statements), or amendments and supplements to financing statements, renewal financing statementssupplements, notices or any similar documents which that in the Secured PartyAdministrative Agent’s reasonable discretion would be necessary or appropriate appropriate, in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable so long as the Secured Obligations remain unpaid and until the Termination Datecommitments relating thereto shall have been terminated. Each Grantor Obligor hereby agrees that a carbon, photographic or other reproduction of this Agreement or any such financing statement is sufficient for filing as a financing statement by the Secured Party Administrative Agent without notice thereof to such Grantor Obligor wherever the Secured Party Administrative Agent may in its sole discretion desire to file the same.

Filing of Financing Statements, Notices, etc. Each Grantor Obligor hereby authorizes the Administrative Agent to prepare and file such financing statements (including renewal statements) or amendments thereof or supplements thereto or other instruments as the Administrative Agent may reasonably from time to time, deem necessary or appropriate in order to perfect and maintain the security interests granted hereunder in accordance with the UCC. Each Obligor shall also execute and deliver to the Secured Party and/or file Administrative Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Secured Party Administrative Agent may reasonably request) and do all such other things as the Secured Party Administrative Agent may reasonably deem necessary or appropriate (i) to assure to the Secured Party Administrative Agent its security interests hereunder, including (A) such financing statements (including renewal statements) or amendments thereof or supplements thereto or other instruments as the Secured Party Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, financing statements (including continuation statements), (B) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights substantially in the form of Exhibit B or other form acceptable to the Secured PartySchedule 5(d)(i), (C) with regard to Patents, a Notice of Grant of Security Interest in Patents for filing with the USPTO substantially United States Patent and Trademark Office in the form of Exhibit C or other form acceptable to the Secured Party Schedule 5(d)(ii) attached hereto and (D) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the USPTO substantially United States Patent and Trademark Office in the form of Exhibit D or other form acceptable to the Secured PartySchedule 5(d)(iii) attached hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Secured Party Administrative Agent of its rights and interests hereunder. FurthermoreTo that end, each Grantor Obligor agrees that the Administrative Agent may file one or more financing statements disclosing the Administrative Agent's security interest in any or all of the Collateral of such Obligor without, to the extent permitted by law, such Obligor's signature thereon, and further each Obligor also hereby irrevocably makes, constitutes and appoints the Secured PartyAdministrative Agent, its nominee or any other person whom the Secured Party Administrative Agent may designate, as such Grantor’s Obligor's attorney in fact with full power and for the limited purpose to prepare and file (and, to the extent applicable, sign) sign in the name of such Grantor Obligor any such financing statements, or amendments and supplements to financing statements, renewal financing statements, notices or any similar documents which in the Secured Party’s Administrative Agent's reasonable discretion would be necessary necessary, appropriate or appropriate convenient in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable until the Termination DateCredit Party Obligations are Fully Satisfied. Each Grantor Obligor hereby agrees that a carbon, photographic or other reproduction of this Security Agreement or any such financing statement is sufficient for filing as a financing statement by the Secured Party Administrative Agent without notice thereof to such Grantor Obligor wherever the Secured Party Administrative Agent may in its sole discretion desire to file the same. In the event for any reason the law of any jurisdiction other than New York becomes or is applicable to the Collateral of any Obligor or any part thereof, or to any of the Secured Obligations, such Obligor agrees to execute and deliver all such instruments and to do all such other things as the Administrative Agent reasonably deems necessary or appropriate to preserve, protect and enforce the security interests of the Administrative Agent under the law of such other jurisdiction (and, if an Obligor shall fail to do so promptly upon the request of the Administrative Agent, then the Administrative Agent may execute any and all such requested documents on behalf of such Obligor pursuant to the power of attorney granted hereinabove). Each Obligor agrees to mark its books and records to reflect the security interest of xxx Administrative Agent in the Collateral.

Filing of Financing Statements, Notices, etc. Each Grantor Obligor shall execute and deliver to the Secured Party and/or file Administrative Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Secured Party Administrative Agent may reasonably request) and do all such other things as the Secured Party Administrative Agent may reasonably deem necessary or appropriate (i) to assure to obtain the Secured Party its full benefits of the Administrative Agent’s security interests granted or purported to be granted hereunder, including (A) such instruments as the Secured Party Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, financing statements (including continuation statements), (B) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights substantially in the form of Exhibit B or other form acceptable to the Secured Party4(b)(i), (C) with regard to Patents, a Notice of Grant of Security Interest in Patents for filing with the USPTO substantially United States Patent and Trademark Office in the form of Exhibit C or other form acceptable to the Secured Party 4(b)(ii) hereto and (D) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the USPTO substantially United States Patent and Trademark Office in the form of Exhibit D or other form acceptable to the Secured Party4(b)(iii) hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Secured Party Administrative Agent of its rights and interests hereunder. Furthermore, each Grantor Obligor also hereby irrevocably makes, constitutes and appoints the Secured PartyAdministrative Agent, its nominee or any other person whom the Secured Party Administrative Agent may designate, as such GrantorObligor’s attorney in fact with full power and for the limited purpose to prepare and file (and, to the extent applicable, sign) sign in the name of such Grantor Obligor any financing statements, or amendments and supplements to financing statements, renewal financing statements, notices or any similar documents which in the Secured PartyAdministrative Agent’s reasonable discretion would be necessary or appropriate in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable until such time as the Termination DateSecured Obligations arising under the Loan Documents have been paid in full (other than contingent obligations for which no claim has been asserted), the Commitments have expired or been terminated and all Letters of Credit have terminated or expired (other than Letters of Credit that have been Cash Collateralized or as to which other arrangements with respect thereto satisfactory to the Administrative Agent and the L/C Issuer shall have been made). Each Grantor Obligor hereby agrees that a carbon, photographic or other reproduction of this Agreement or any such financing statement is sufficient for filing as a financing statement by the Secured Party Administrative Agent without notice thereof to such Grantor Obligor wherever the Secured Party Administrative Agent may in its sole discretion desire to file the same.

Filing of Financing Statements, Notices, etc. Each Grantor Obligor shall execute and deliver to the Secured Party and/or file Administrative Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, ) as the Secured Party Administrative Agent may reasonably request) request and do all such other things as the Secured Party Administrative Agent may reasonably deem necessary or appropriate (i) to assure to the Secured Party Administrative Agent its security interests hereunder, including (A) such instruments as the Secured Party Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, financing statements (including continuation statements), (B) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights substantially in the form of Exhibit B or other form acceptable to the Secured Party4(b)(i), (C) with regard to Patents, a Notice of Grant of Security Interest in Patents for filing with the USPTO substantially United States Patent and Trademark Office in the form of Exhibit C or other form acceptable to the Secured Party 4(b)(ii) hereto and (D) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the USPTO substantially United States Patent and Trademark Office in the form of Exhibit D or other form acceptable to the Secured Party4(b)(iii) hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Secured Party Administrative Agent of its rights and interests hereunder. Furthermore, each Grantor Obligor also hereby irrevocably makes, constitutes and appoints the Secured PartyAdministrative Agent, its nominee or any other person whom the Secured Party Administrative Agent may designate, as such GrantorObligor’s attorney in fact with full power and for the limited purpose to prepare and file (and, to the extent applicable, sign) sign in the name of such Grantor Obligor any financing statements, or amendments and supplements to financing statements, renewal financing statements, notices or any similar documents which in the Secured PartyAdministrative Agent’s reasonable discretion would be necessary or appropriate in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable until such time as the Termination DateSecured Obligations arising under the Loan Documents have been paid in full and the Commitments have expired or been terminated. Each Grantor Obligor hereby agrees that a carbon, photographic or other reproduction of this Agreement or any such financing statement is sufficient for filing as a financing statement by the Secured Party Administrative Agent without notice thereof to such Grantor Obligor wherever the Secured Party Administrative Agent may in its sole discretion desire to file the same.

Filing of Financing Statements, Notices, etc. Each Grantor Obligor shall execute and deliver to the Secured Party and/or file Administrative Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Secured Party Administrative Agent may reasonably request) and do all such other things as the Secured Party Administrative Agent may reasonably deem necessary or appropriate (i) to assure to the Secured Party Administrative Agent its security interests hereunder, including (A) such instruments as the Secured Party Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, financing statements (including continuation statements), (B) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights substantially in the form of Exhibit B or other form acceptable to the Secured Party4(b)(i), (C) with regard to Patents, a Notice of Grant of Security Interest in Patents for filing with the USPTO substantially United States Patent and Trademark Office in the form of Exhibit C or other form acceptable to the Secured Party 4(b)(ii) hereto and (D) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the USPTO substantially United States Patent and Trademark Office in the form of Exhibit D or other form acceptable to the Secured Party4(b)(iii) hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Secured Party Administrative Agent of its rights and interests hereunder. Furthermore, each Grantor Obligor also hereby irrevocably makes, constitutes and appoints the Secured PartyAdministrative Agent, its nominee or any other person Person whom the Secured Party Administrative Agent may designate, as such GrantorObligor’s attorney in fact with full power and for the limited purpose to prepare and file (and, to the extent applicable, sign) sign in the name of such Grantor Obligor any financing statements, or amendments and supplements to financing statements, renewal financing statements, notices or any similar documents which in the Secured PartyAdministrative Agent’s reasonable discretion would be necessary or appropriate in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable until such time as the Termination DateSecured Obligations arising under the Loan Documents have been paid in full and the Commitments have expired or been terminated. Each Grantor Obligor hereby agrees that a carbon, photographic or other reproduction of this Agreement or any such financing statement is sufficient for filing as a financing statement by the Secured Party Administrative Agent without notice thereof to such Grantor Obligor wherever the Secured Party Administrative Agent may in its sole discretion desire to file the same.

Filing of Financing Statements, Notices, etc. Each Grantor Obligor shall execute and deliver to the Secured Party and/or file Collateral Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Secured Party Collateral Agent may reasonably request) and do all such other things as the Secured Party Collateral Agent may reasonably deem necessary or appropriate (i) to assure to the Secured Party Collateral Agent its security interests hereunder, including (A) such instruments as the Secured Party Collateral Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, financing statements (including continuation statements), (B) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights substantially in the form of Exhibit B or other form acceptable to the Secured Party4(b)(i), (C) with regard to Patents, a Notice of Grant of Security Interest in Patents for filing with the USPTO substantially United States Patent and Trademark Office in the form of Exhibit C or other form acceptable to the Secured Party 4(b)(ii) hereto and (D) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the USPTO substantially United States Patent and Trademark Office in the form of Exhibit D or other form acceptable to the Secured Party4(b)(iii) hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Secured Party Collateral Agent of its rights and interests hereunder. Furthermore, each Grantor Obligor also hereby irrevocably makes, constitutes and appoints the Secured PartyCollateral Agent, its nominee or any other person whom the Secured Party Collateral Agent may designate, as such GrantorObligor’s attorney in fact with full power and for the limited purpose to prepare and file (and, to the extent applicable, sign) sign in the name of such Grantor Obligor any financing statements, or amendments and supplements to financing statements, renewal financing statements, notices or any similar documents which in the Secured PartyCollateral Agent’s reasonable discretion would be necessary or appropriate in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable until the Termination Datetermination of the commitments under the Credit Agreement and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the Issuing Bank shall have been made). Each Grantor Obligor hereby agrees that a carbon, photographic or other reproduction of this Agreement or any such financing statement is sufficient for filing as a financing statement by the Secured Party Collateral Agent without notice thereof to such Grantor Obligor wherever the Secured Party Collateral Agent may in its sole discretion desire to file the same.

Filing of Financing Statements, Notices, etc. Each Grantor The Borrower shall execute and deliver to the Secured Party Joint Administrative Agent and/or file such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Secured Party Joint Administrative Agent may reasonably request) and do all such other things as the Secured Party Joint Administrative Agent may reasonably deem necessary or appropriate (i) to assure to the Secured Party Joint Administrative Agent its security interests hereunder, including (A) such instruments as the Secured Party Joint Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, financing statements (including continuation statements), (B) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights substantially in the form of Exhibit B or other form acceptable to the Secured Party, (C) with regard to Patents, a Notice of Grant of Security Interest in Patents for filing with the USPTO substantially in the form of Exhibit C or other form acceptable to the Secured Party and (D) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the USPTO substantially in the form of Exhibit D or other form acceptable to the Secured Party, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Secured Party of its rights and interests hereunder. Furthermore, each Grantor the Borrower also hereby irrevocably makes, constitutes and appoints the Secured PartyAdministrative Agent, its nominee or any other person whom the Secured Party Joint Administrative Agent may designate, as such Grantorthe Borrower’s attorney in fact with full power and for the limited purpose to prepare and file (and, to the extent applicable, sign) in the name of such Grantor the Borrower any financing statements, or amendments and supplements to financing statements, renewal financing statements, notices or any similar documents which in the Secured PartyAdministrative Agent’s reasonable discretion would be necessary or appropriate in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable until the Facility Termination Date. Each Grantor The Borrower hereby agrees that a carbon, photographic or other reproduction of this Agreement or any such financing statement is sufficient for filing as a financing statement by the Secured Party Joint Administrative Agent without notice thereof to such Grantor the Borrower wherever the Secured Party Joint Administrative Agent may in its sole discretion desire to file the same.

Filing of Financing Statements, Notices, etc. Each Grantor Credit Party hereby authorizes the Collateral Agent to prepare and file such financing statements (including renewal statements) or amendments thereof or supplements thereto or other instruments as the Collateral Agent may from time to time deem necessary or appropriate in order to perfect and maintain the security interests granted hereunder in accordance with the UCC. Each Credit Party shall also execute and deliver to the Secured Party and/or file Collateral Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, ) as the Secured Party Collateral Agent may reasonably request) request and do all such other things as the Secured Party Collateral Agent may reasonably deem necessary or appropriate (i) to assure to the Secured Party Collateral Agent the effectiveness and priority of its security interests hereunder, including including, but not limited to, (A) such financing statements (including renewal statements) or amendments thereof or supplements thereto or other instruments as the Secured Party Collateral Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, financing statements (including continuation statementsUCC and any other personal property security legislation in the appropriate state(s) or province(s), (B) with regard to Investment Property, execute and cause the Securities Intermediary with respect to such Investment Property to execute a securities control agreement in form and substance satisfactory to the Collateral Agent, (C) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Office substantially in the form of Exhibit B or other form acceptable to the Secured PartyEXHIBIT 7(F)1 attached hereto, and (CD) with regard to PatentsPatents and Trademarks, a Notice of Grant of Security Interest in Patents and Trademarks for filing with the USPTO United States Patent and Trademark Office substantially in the form of Exhibit C or other form acceptable to the Secured Party and (D) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the USPTO substantially in the form of Exhibit D or other form acceptable to the Secured PartyEXHIBIT 7(F)2 attached hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Secured Party Collateral Agent of its rights and interests hereunder. FurthermoreTo that end, each Grantor also Credit Party hereby irrevocably makes, constitutes and appoints the Secured PartyCollateral Agent, its nominee or any other person Person whom the Secured Party Collateral Agent may designate, as such Grantor’s attorney in Credit Party's attorney-in-fact with full power and for the limited purpose to prepare and file (and, to the extent applicable, sign) sign in the name of such Grantor Credit Party any financing statements, or amendments and supplements to financing statements, renewal financing statements, such notices or any similar documents which in the Secured Party’s Collateral Agent's reasonable discretion would be necessary necessary, appropriate or appropriate convenient in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable so long as the Credit Agreement is in effect or any amounts payable thereunder or under any other Credit Document, any Loan, or any Letter of Credit shall remain outstanding, and until all of the Termination DateCommitments thereunder shall have terminated. Each Grantor Credit Party hereby agrees that a carbon, photographic or other reproduction of this Security Agreement or any such financing statement is sufficient for filing as a financing statement by the Secured Party Collateral Agent without notice thereof to such Grantor Credit Party wherever the Secured Party Collateral Agent may in its sole discretion desire to file the same. In the event for any reason the law of any jurisdiction other than New York becomes or is applicable to the Collateral of any Credit Party or any part thereof, or to any of the Secured Obligations, such Credit Party agrees to execute and deliver all such instruments and to do all such other things as the Collateral Agent in its sole discretion reasonably deems necessary or appropriate to preserve, protect and enforce the security interests of the Collateral Agent under the law of such other jurisdiction (and, if a Credit Party shall fail to do so promptly upon the request of the Collateral Agent, then the Collateral Agent may execute any and all such requested documents on behalf of such Credit Party pursuant to the power of attorney granted hereinabove). Each Credit Party agrees to xxxx its books and records to reflect the security interest of the Collateral Agent in the Collateral.

Filing of Financing Statements, Notices, etc. Each Grantor shall execute Execute and deliver to the Secured Party Administrative Agent and/or file such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Secured Party Administrative Agent or the Lead Arranger may reasonably request) and do all such other things as the Secured Party Administrative Agent (at the direction of the Required Lenders) or the Lead Arranger may reasonably deem necessary or appropriate (i) to assure to the Secured Party Administrative Agent its security interests hereunder, including (A) such instruments as the Secured Party Administrative Agent or the Lead Arranger may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, financing statements (including continuation statements), (B) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights substantially in the form of Exhibit B or other form reasonably acceptable to the Secured PartyLead Arranger, (C) with regard to Patents, a Notice of Grant of Security Interest in Patents for filing with the USPTO substantially in the form of Exhibit C or other form reasonably acceptable to the Secured Party Lead Arranger and (D) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the USPTO substantially in the form of Exhibit D or other form reasonably acceptable to the Secured PartyLead Arranger, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Secured Party Administrative Agent of its rights and interests for the benefit of the Secured Parties hereunder. Furthermore, each Grantor also hereby irrevocably makes, constitutes and appoints the Secured PartyAdministrative Agent, its nominee or any other person whom the Secured Party Administrative Agent may (at the direction of the Required Lenders) designate, as such Grantor’s attorney in fact with full power and for the limited purpose to prepare and file (and, to the extent applicable, sign) in the name of such Grantor any financing statements, or amendments and supplements to financing statements, renewal financing statements, notices or any similar documents which in the Secured PartyRequired Lenders’ or Lead Arranger’s reasonable discretion would be necessary or appropriate in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable until the Facility Termination Date. Each Grantor hereby agrees that a carbon, photographic or other reproduction of this Agreement or any such financing statement is sufficient for filing as a financing statement by the Secured Party Administrative Agent without notice thereof to such Grantor wherever the Secured Party Administrative Agent (at the direction of the Required Lenders) or the Lead Arranger may in its sole the Required Lenders’ or Lead Arranger’s, as applicable, reasonable discretion desire to file the same.

Filing of Financing Statements, Notices, etc. Each Grantor Obligor shall execute and deliver to the Secured Party and/or file Lender such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Secured Party Lender may reasonably request) and do all such other things as the Secured Party Lender may reasonably deem necessary or appropriate (i) to assure to the Secured Party Lender its security interests hereunder, including (A) such instruments as the Secured Party Lender may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, financing statements (including continuation statements), (B) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights substantially in the form of Exhibit B or other form acceptable to the Secured Party4(b)(i), (C) with regard to Patents, a Notice of Grant of Security Interest in Patents for filing with the USPTO substantially United States Patent and Trademark Office in the form of Exhibit C or other form acceptable to the Secured Party 4(b)(ii) hereto and (D) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the USPTO substantially United States Patent and Trademark Office in the form of Exhibit D or other form acceptable to the Secured Party4(b)(iii) hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Secured Party Lender of its rights and interests hereunder. Furthermore, each Grantor Obligor also hereby irrevocably makes, constitutes and appoints the Secured PartyLender, its nominee or any other person whom the Secured Party Lender may designate, as such GrantorObligor’s attorney in fact with full power and for the limited purpose to prepare and file (and, to the extent applicable, sign) sign in the name of such Grantor Obligor any financing statements, or amendments and supplements to financing statements, renewal financing statements, notices or any similar documents which in the Secured PartyLender’s reasonable discretion would be necessary or appropriate in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable until such time as the Termination DateSecured Obligations arising have been paid in full and all commitments of the Lender to make credit extensions under the Loan Agreement have expired or been terminated. Each Grantor Obligor hereby agrees that a carbon, photographic or other reproduction of this Agreement or any such financing statement is sufficient for filing as a financing statement by the Secured Party Lender without notice thereof to such Grantor Obligor wherever the Secured Party Lender may in its sole discretion desire to file the same.

Filing of Financing Statements, Notices, etc. Each Grantor Obligor shall execute and deliver to the Secured Party and/or file Administrative Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Secured Party Administrative Agent may reasonably request) and do all such other things as the Secured Party Administrative Agent may reasonably deem necessary or appropriate (i) to assure to the Secured Party Administrative Agent its security interests hereunder, including (A) such instruments as the Secured Party Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, financing statements (including continuation statements), (B) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights substantially in the form of Exhibit B or other form acceptable to the Secured Party4(b)(iii), (C) with regard to Patents, a Notice of Grant of Security Interest in Patents for filing with the USPTO substantially United States Patent and Trademark Office in the form of Exhibit C or other form acceptable to the Secured Party 4(b)(i) hereto and (D) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the USPTO substantially United States Patent and Trademark Office in the form of Exhibit D or other form acceptable to the Secured Party4(b)(ii) hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Secured Party Administrative Agent of its rights and interests hereunder. Furthermore, each Grantor Obligor also hereby irrevocably makes, constitutes and appoints the Secured PartyAdministrative Agent, its nominee or any other person whom the Secured Party Administrative Agent may designate, as such GrantorObligor’s attorney in fact with full power and for the limited purpose to prepare and file (and, to the extent applicable, sign) sign in the name of such Grantor Obligor any financing statements, or amendments and supplements to financing statements, renewal financing statements, notices or any similar documents which in the Secured PartyAdministrative Agent’s reasonable discretion would be necessary or appropriate in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable until such time as the Termination DateSecured Obligations arising under the Loan Documents have been paid in full and the Commitments have expired or been terminated. Each Grantor Obligor hereby agrees that a carbon, photographic or other reproduction of this Agreement or any such financing statement is sufficient for filing as a financing statement by the Secured Party Administrative Agent without notice thereof to such Grantor Obligor wherever the Secured Party Administrative Agent may in its sole discretion desire to file the same.

Filing of Financing Statements, Notices, etc. Each Grantor shall execute and deliver to the Secured Party Administrative Agent and/or file such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Secured Party Administrative Agent may reasonably request) and do all such other things as the Secured Party Administrative Agent may reasonably deem necessary or appropriate (i) to assure to the Secured Party Administrative Agent its security interests hereunder, including (A) such instruments as the Secured Party Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, financing statements (including continuation statements), (B) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights substantially in the form of Exhibit B or other form reasonably acceptable to the Secured PartyAdministrative Agent, (C) with regard to Patents, a Notice of Grant of Security Interest in Patents for filing with the USPTO substantially in the form of Exhibit C or other form reasonably acceptable to the Secured Party Administrative Agent and (D) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the USPTO substantially in the form of Exhibit D or other form reasonably acceptable to the Secured PartyAdministrative Agent, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Secured Party Administrative Agent of its rights and interests hereunder. Furthermore, each Grantor also hereby irrevocably makes, constitutes and appoints the Secured PartyAdministrative Agent, its nominee or any other person whom the Secured Party Administrative Agent may designate, as such Grantor’s attorney in fact with full power and for the limited purpose to prepare and file (and, to the extent applicable, sign) in the name of such Grantor any financing statements, or amendments and supplements to financing statements, renewal financing statements, notices or any similar documents which in the Secured PartyAdministrative Agent’s reasonable discretion would be necessary or appropriate in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable until the Facility Termination Date. Each Grantor hereby agrees that a carbon, photographic or other reproduction of this Agreement or any such financing statement is sufficient for filing as a financing statement by the Secured Party Administrative Agent without notice thereof to such Grantor wherever the Secured Party Administrative Agent may in its sole reasonable discretion desire to file the same.

Filing of Financing Statements, Notices, etc. Each Grantor shall execute Execute and deliver to the Secured Party Administrative Agent and/or file such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Secured Party Administrative Agent may reasonably request) and do all such other things as the Secured Party Administrative Agent may reasonably deem necessary or appropriate (i) to assure to the Secured Party Administrative Agent its security interests hereunder, including (A) such instruments as the Secured Party Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, financing statements (including continuation statements), (B) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights substantially in the form of Exhibit B or other form acceptable to the Secured Party, (C) with regard to Patents, a Notice of Grant of Security Interest in Patents for filing with the USPTO substantially in the form of Exhibit C or other form acceptable to the Secured Party and (D) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the USPTO substantially in the form of Exhibit D or other form acceptable to the Secured Party, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Secured Party Administrative Agent of its rights and interests hereunder. Furthermore, each Grantor also hereby irrevocably makes, constitutes and appoints the Secured PartyAdministrative Agent, its nominee or any other person whom the Secured Party Administrative Agent may designate, as such Grantor’s attorney in fact with full power and for the limited purpose to prepare and file (and, to the extent applicable, sign) in the name of such Grantor any financing statements, or amendments and supplements to financing statements, renewal financing statements, notices or any similar documents which in the Secured PartyAdministrative Agent’s reasonable discretion would be necessary or appropriate in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable until the Facility Termination Date. Each Grantor hereby agrees that a carbon, photographic or other reproduction of this Agreement or any such financing statement is sufficient for filing as a financing statement by the Secured Party Administrative Agent without notice thereof to such Grantor wherever the Secured Party Administrative Agent may in its sole discretion desire to file the same.

Filing of Financing Statements, Notices, etc. Each Grantor Obligor shall execute and deliver to the Secured Party and/or file Administrative Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Secured Party Administrative Agent may reasonably request) and do all such other things as the Secured Party Administrative Agent may reasonably deem necessary or appropriate (i) to assure to the Secured Party Administrative Agent its security interests hereunder, including (A) such instruments as the Secured Party Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, financing statements (including continuation statements), (B) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights substantially in the form of Exhibit B or other form acceptable to the Secured Party, (C) with regard to Patents, a Notice of Grant of Security Interest in Patents for filing with the USPTO substantially United States Patent and Trademark Office in the form of Exhibit C or other form acceptable to the Secured Party and 4(b)(i) hereto, (DC) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the USPTO substantially United States Patent and Trademark Office in the form of Exhibit D or other 4(b)(ii) hereto and (D) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights in the form acceptable to the Secured Partyof Exhibit 4(b)(iii), (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Secured Party Administrative Agent of its rights and interests hereunder. Furthermore, each Grantor Obligor also hereby irrevocably makes, constitutes and appoints the Secured PartyAdministrative Agent, its nominee or any other person whom the Secured Party Administrative Agent may designate, as such GrantorObligor’s attorney in fact with full power and for the limited purpose to prepare and file (and, to the extent applicable, sign) sign in the name of such Grantor Obligor any financing statements, or amendments and supplements to financing statements, renewal financing statements, notices or any similar documents which in the Secured PartyAdministrative Agent’s reasonable discretion would be necessary or appropriate in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable until such time as the Termination DateSecured Obligations (other than contingent indemnification obligations that are not then due and payable) arising under the Loan Documents have been paid in full and the Commitments have expired or been terminated. Each Grantor Obligor hereby agrees that a carbon, photographic or other reproduction of this Agreement or any such financing statement is sufficient for filing as a financing statement by the Secured Party Administrative Agent without notice thereof to such Grantor Obligor wherever the Secured Party Administrative Agent may in its sole discretion desire to file the same.

Filing of Financing Statements, Notices, etc. Each Grantor Pledgor shall execute and deliver to the Secured Party and/or file Administrative Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Secured Party Administrative Agent may reasonably request) and do all such other things as the Secured Party Administrative Agent may reasonably deem necessary or appropriate (i) to assure to the Secured Party Administrative Agent its security interests hereunder, including such financing statements (Aincluding continuation statements) such or amendments thereof or supplements thereto or other instruments as the Secured Party Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, financing statements (including continuation statements), (B) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights substantially in the form of Exhibit B or other form acceptable to the Secured Party, (C) with regard to Patents, a Notice of Grant of Security Interest in Patents for filing with the USPTO substantially in the form of Exhibit C or other form acceptable to the Secured Party and (D) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the USPTO substantially in the form of Exhibit D or other form acceptable to the Secured Party, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Secured Party Administrative Agent of its rights and interests hereunder. Furthermore, each Grantor Pledgor also hereby irrevocably makes, constitutes and appoints the Secured PartyAdministrative Agent, its nominee or any other person whom the Secured Party Administrative Agent may designate, as such GrantorPledgor’s attorney in fact with full power and for the limited purpose to prepare and file (and, to the extent applicable, sign) in the name of such Grantor Pledgor any financing statements, or amendments and supplements to financing statements, renewal financing statements, notices or any similar documents which in the Secured PartyAdministrative Agent’s reasonable discretion would be necessary or appropriate in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable until the Termination Date. Each Grantor Pledgor hereby agrees that a carbon, photographic or other reproduction of this Agreement or any such financing statement is sufficient for filing as a financing statement by the Secured Party Administrative Agent without notice thereof to such Grantor Pledgor wherever the Secured Party Administrative Agent may in its sole discretion desire to file the same. In the event for any reason the law of any jurisdiction other than New York becomes or is applicable to the Pledged Collateral of Pledgor or any part thereof, or to any of the Secured Obligations, Pledgor agrees to execute and deliver all such instruments and to do all such other things as the Administrative Agent reasonably deems necessary or appropriate to preserve, protect and enforce the security interests of the Administrative Agent under the law of such other jurisdiction (and, if Pledgor shall fail to do so promptly upon the request of the Administrative Agent, then the Administrative Agent may execute any and all such requested documents on behalf of Pledgor pursuant to the power of attorney granted hereinabove). If any Pledged Collateral is in the possession or control of Pledgor’s agents and the Administrative Agent requests, Pledgor agrees to notify such agents in writing of the Administrative Agent’s security interest therein and, upon the Administrative Agent’s request, instruct them to hold all such Pledged Collateral for the Administrative Agents’ account and subject to the Administrative Agent’s instructions. Unless an Event of Default has occurred and is continuing, the Administrative Agent shall not give any instructions to Pledgor’s agents pursuant to the immediately preceding sentence.

Filing of Financing Statements, Notices, etc. Each Grantor shall execute and deliver to the Secured Party Collateral Agent and/or file such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Secured Party Collateral Agent or the Required Lenders may reasonably request) and do all such other things as the Secured Party Lender may reasonably deem necessary or appropriate (i) to assure to the Secured Party its validity and perfection of the Collateral Agent’s security interests hereunder, including (A) such instruments as the Secured Party Collateral Agent or the Required Lenders may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, financing statements (including continuation statements), (B) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Office substantially in the form of Exhibit B or other form acceptable to the Secured PartyCollateral Agent, (C) with regard to Patents, a Notice of Grant of Security Interest in Patents for filing with the USPTO substantially in the form of Exhibit C or other form acceptable to the Secured Party Lender and (D) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the USPTO substantially in the form of Exhibit D or other form acceptable to the Secured PartyCollateral Agent, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Secured Party of its Collateral Agent’s rights and interests hereunder. Furthermore, each Grantor also hereby irrevocably makes, constitutes and appoints the Secured PartyCollateral Agent, its nominee or any other person whom the Secured Party Collateral Agent may designate, as such Grantor’s attorney in fact with full power and for the limited purpose to prepare and file (and, to the extent applicable, sign) in the name of such Grantor any financing statements, or amendments and supplements to financing statements, renewal financing statements, notices or any similar documents which in the Secured PartyCollateral Agent’s reasonable discretion (or the reasonable discretion of the Required Lenders) would be necessary or appropriate in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable until the Facility Termination Date. Each Grantor hereby agrees that a carbon, photographic or other reproduction of this Agreement or any such financing statement is sufficient for filing as a financing statement by the Secured Party Collateral Agent without notice thereof to such Grantor wherever the Secured Party Collateral Agent or the Required Lenders may in its sole their reasonable discretion desire to file the same.

Filing of Financing Statements, Notices, etc. Each Grantor Obligor shall execute and deliver to the Secured Party and/or file Administrative Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Secured Party Administrative Agent may reasonably request) and do all such other things as the Secured Party Administrative Agent may reasonably deem necessary or appropriate (i) to assure to the Secured Party Administrative Agent its security interests hereunder, including (A) such instruments as the Secured Party Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, financing statements (including continuation statements), (B) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights substantially in the form of Exhibit B or other form acceptable to the Secured Party4(b)(i), (C) with regard to Patents, a Notice of Grant of Security Interest in Patents for filing with the USPTO substantially United States Patent and Trademark Office in the form of Exhibit C or other form acceptable to the Secured Party 4(b)(ii) hereto and (D) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the USPTO substantially United States Patent and Trademark Office in the form of Exhibit D or other form acceptable to the Secured Party4(b)(iii) hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Secured Party Administrative Agent of its rights and interests hereunder. Furthermore, each Grantor Obligor also hereby irrevocably makes, constitutes and appoints the Secured PartyAdministrative Agent, its nominee or any other person whom the Secured Party Administrative Agent may designate, as such GrantorObligor’s attorney in fact with full power and for the limited purpose to prepare and file (and, to the extent applicable, sign) sign in the name of such Grantor Obligor any financing statements, or amendments and supplements to financing statements, renewal financing statements, notices or any similar documents which in the Secured PartyAdministrative Agent’s reasonable discretion would be necessary or appropriate in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable until such time as the Termination DateSecured Obligations have been Fully Satisfied. Each Grantor Obligor hereby agrees that a carbon, photographic or other reproduction of this Agreement or any such financing statement is sufficient for filing as a financing statement by the Secured Party Administrative Agent without notice thereof to such Grantor Obligor wherever the Secured Party Administrative Agent may in its sole discretion desire to file the same.

Filing of Financing Statements, Notices, etc. Each Grantor Obligor hereby authorizes the Administrative Agent to prepare and file such financing statements (including renewal statements) or amendments thereof or supplements thereto or other instruments as the Administrative Agent may from time to time reasonably deem necessary or appropriate in order to perfect and maintain the security interests granted hereunder in accordance with the UCC. Each Obligor shall also execute and deliver to the Secured Party and/or file Administrative Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Secured Party Administrative Agent may reasonably request) and do all such other things as the Secured Party Administrative Agent may reasonably deem necessary or appropriate (i) to assure to the Secured Party Administrative Agent its security interests hereunder, including (A) such financing statements (including renewal statements) or amendments thereof or supplements thereto or other instruments as the Secured Party Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, financing statements (including continuation statements), (B) with regard to Copyrightscopyrights and copyright applications, a Notice of Grant of Security Interest in Copyrights substantially in the form of Exhibit B or other form acceptable to the Secured PartySchedule 4(c)(i), (C) with regard to Patentspatents and patent applications, a Notice of Grant of Security Interest in Patents for filing with the USPTO substantially United States Patent and Trademark Office in the form of Exhibit C or other form acceptable to the Secured Party Schedule 4(c)(ii) attached hereto and (D) with regard to Trademarkstrademarks and trademark applications, a Notice of Grant of Security Interest in Trademarks for filing with the USPTO substantially United States Patent and Trademark Office in the form of Exhibit D or other form acceptable to the Secured PartySchedule 4(c)(iii) attached hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Secured Party Administrative Agent of its rights and interests hereunder. FurthermoreTo that end, each Grantor Obligor agrees that the Administrative Agent may file one or more financing statements disclosing the Administrative Agent's security interest in any or all of the Collateral of such Obligor without, to the extent permitted by law, such Obligor's signature thereon, and further each Obligor also hereby irrevocably makes, constitutes and appoints the Secured PartyAdministrative Agent, its nominee or any other person whom the Secured Party Administrative Agent may designate, as such Grantor’s Obligor's attorney in fact with full power and for the limited purpose to prepare and file (and, to the extent applicable, sign) sign in the name of such Grantor Obligor any such financing statements, or amendments and supplements to financing statements, renewal financing statements, notices or any similar documents which in the Secured Party’s Administrative Agent's reasonable discretion would be necessary necessary, appropriate or appropriate convenient in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable until such time as the Termination DateSecured Obligations have been Fully Satisfied. Each Grantor Obligor hereby agrees that the Administrative Agent is authorized to file a carbon, photographic or other reproduction of this Agreement or any such financing statement is sufficient for filing as a financing statement by the Secured Party Administrative Agent without notice thereof to such Grantor Obligor wherever the Secured Party Administrative Agent may in its sole discretion desire to file the same. In the event for any reason the law of any jurisdiction other than New York becomes or is applicable to the Collateral of any Obligor or any part thereof, or to any of the Secured Obligations, such Obligor agrees to execute and deliver all such instruments and to do all such other things as the Administrative Agent in its sole discretion reasonably deems necessary or appropriate to preserve, protect and enforce the security interests of the Administrative Agent under the law of such other jurisdiction (and, if an Obligor shall fail to do so promptly upon the request of the Administrative Agent, then the Administrative Agent may execute any and all such requested documents on behalf of such Obligor pursuant to the power of attorney granted hereinabove).

Filing of Financing Statements, Notices, etc. Each Grantor Obligor shall execute and deliver to the Secured Party and/or file Administrative Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Secured Party Administrative Agent may reasonably request) and do all such other things as the Secured Party Administrative Agent may reasonably deem necessary or appropriate (i) to assure to the Secured Party Administrative Agent its security interests hereunder, including (A) such instruments as the Secured Party Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, financing statements (including continuation statements), (B) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights substantially in the form of Exhibit B or other form acceptable to the Secured Party, (C) with regard to Patents, a Notice of Grant of Security Interest in Patents for filing with the USPTO substantially United States Patent and Trademark Office in the form of Exhibit C or other form acceptable to the Secured Party and 4(b)(i) hereto, (DC) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the USPTO substantially United States Patent and Trademark Office in the form of Exhibit D or other 4(b)(ii) hereto, (D) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights in the form acceptable to the Secured Party, of Exhibit 4(b)(iii) and (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Secured Party Administrative Agent of its rights and interests hereunder. Furthermore, each Grantor Obligor also hereby irrevocably makes, constitutes and appoints the Secured PartyAdministrative Agent, its nominee or any other person whom the Secured Party Administrative Agent may designate, as such GrantorObligor’s attorney in fact with full power and for the limited purpose to prepare and file (and, to the extent applicable, sign) sign in the name of such Grantor Obligor any financing statements, or amendments and supplements to financing statements, renewal financing statements, notices or any similar documents which in the Secured PartyAdministrative Agent’s reasonable discretion would be necessary or appropriate in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable until the Termination Date. Each Grantor hereby agrees that a carbon, photographic or other reproduction of this Agreement or any such financing statement is sufficient for filing time as a financing statement by the Secured Party without notice thereof to such Grantor wherever Obligations arising under the Secured Party may Loan Documents have been paid in its sole discretion desire to file full and the sameCommitments have expired or been terminated.

Filing of Financing Statements, Notices, etc. Each Grantor Obligor shall execute and deliver to the Secured Party and/or file Lender such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Secured Party Lender may reasonably request) and do all such other things as the Secured Party Lender may reasonably deem necessary or appropriate (i) to assure to the Secured Party Lender its security interests hereunder, including (A) such instruments as the Secured Party Lender may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, financing statements (including continuation statements), (B) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights substantially in the form of Exhibit B or other form acceptable to the Secured Party4(b)(i), (C) with regard to Patents, a Notice of Grant of Security Interest in Patents for filing with the USPTO substantially United States Patent and Trademark Office in the form of Exhibit C or other form acceptable to the Secured Party 4(b)(ii) hereto and (D) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the USPTO substantially United States Patent and Trademark Office in the form of Exhibit D or other form acceptable to the Secured Party4(b)(iii) hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Secured Party Lender of its rights and interests hereunder. Furthermore, each Grantor Obligor also hereby irrevocably makes, constitutes and appoints the Secured PartyLender, its nominee or any other person whom the Secured Party Lender may designate, as such GrantorObligor’s attorney in fact with full power and for the limited purpose to prepare and file (and, to the extent applicable, sign) sign in the name of such Grantor Obligor any financing statements, or amendments and supplements to financing statements, renewal financing statements, notices or any similar documents which in the Secured PartyLender’s reasonable discretion would be necessary or appropriate in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable until such time as the Termination DateSecured Obligations arising under the Loan Documents have been paid in full and the Commitments have expired or been terminated. Each Grantor Obligor hereby agrees that a carbon, photographic or other reproduction of this Agreement or any such financing statement is sufficient for filing as a financing statement by the Secured Party Lender without notice thereof to such Grantor Obligor wherever the Secured Party Lender may in its sole discretion desire to file the same.

Filing of Financing Statements, Notices, etc. Each Grantor shall execute and deliver to the Secured Party Collateral Agent and/or file such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Secured Party Collateral Agent may reasonably request) and do all such other things as the Secured Party may reasonably deem necessary or appropriate (i) to assure to the Secured Party Collateral Agent its security interests hereunderhereunder (subject, for the avoidance of doubt, to the express exceptions herein), including (A) such instruments as the Secured Party Collateral Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, financing statements (including continuation statements), (B) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights substantially in the form of Exhibit B or other form acceptable to the Secured PartyCollateral Agent, (C) with regard to Patents, a Notice of Grant of Security Interest in Patents for filing with the USPTO substantially in the form of Exhibit C or other form acceptable to the Secured Party Collateral Agent and (D) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the USPTO substantially in the form of Exhibit D or other form acceptable to the Secured PartyCollateral Agent, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Secured Party Collateral Agent of its rights and interests hereunder. Furthermore, each Grantor also hereby irrevocably makes, constitutes and appoints the Secured PartyCollateral Agent, its nominee or any other person whom the Secured Party Collateral Agent may designate, as such Grantor’s attorney in fact with full power and for the limited purpose to prepare and file (and, to the extent applicable, sign) in the name of such Grantor any financing statements, or amendments and supplements to financing statements, renewal financing statements, notices or any similar documents which in the Secured Party’s reasonable discretion would be necessary or appropriate in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable until the Termination Date. Each Grantor hereby agrees that a carbon, photographic or other reproduction of this Agreement or so long as any such financing statement is sufficient for filing as a financing statement by the Secured Party without notice thereof to such Grantor wherever the Secured Party may in its sole discretion desire to file the same.Lender shall have any Commitment

Filing of Financing Statements, Notices, etc. Each Grantor shall execute Execute and deliver to the Secured Party and/or file Administrative Agent such agreements, assignments or instruments (including affidavits, notices, ​ ​ ​ ​ reaffirmations and amendments and restatements of existing documents, as the Secured Party Administrative Agent may reasonably request) and do all such other things as the Secured Party Administrative Agent may reasonably deem necessary or appropriate (i) to assure to the Secured Party its Administrative Agent of the creation, perfection and priority of the security interests created hereunder, including (A) such instruments as the Secured Party Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, financing statements (including continuation statements), (B) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights substantially in the form of Exhibit B or other form acceptable to the Secured Party4(b)(i)(B), (C) with regard to Patents, a Notice of Grant of Security Interest in Patents for filing with the USPTO substantially in the form of Exhibit C or other form acceptable to the Secured Party 4(b)(i)(C), and (D) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the USPTO substantially in the form of Exhibit D or other form acceptable to the Secured Party4(b)(i)(D), (ii) to consummate the transactions contemplated hereby hereby, and (iii) to otherwise protect and assure the Secured Party Administrative Agent of its rights and interests hereunder. Furthermore; provided, each Grantor also that, such Obligor shall not be required to (x) enter into any Collateral Document governed by the laws of any jurisdiction other than the United States, any state thereof or the District of Columbia, or (y) take any steps to perfect a security interest created over any Collateral located outside of the United States, and, in furtherance of the foregoing, such Obligor hereby (1) irrevocably makes, constitutes and appoints the Secured PartyAdministrative Agent, its nominee or any other person whom the Secured Party Administrative Agent may designate, as such GrantorXxxxxxx’s attorney in fact with full power and for the limited purpose to prepare and file (and, to the extent applicable, sign) sign in the name of such Grantor Obligor any financing statements, or amendments and supplements to financing statements, renewal financing statements, notices or any similar documents which in the Secured PartyAdministrative Agent’s reasonable discretion would be necessary or appropriate in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable until the Facility Termination Date. Each Grantor hereby , and (2) agrees that that, to the extent effective under applicable Law, a carbon, photographic or other reproduction of this Agreement or any such financing statement is sufficient for filing as a financing statement by the Secured Party Administrative Agent without notice thereof to such Grantor Obligor wherever the Secured Party Administrative Agent may in its sole discretion desire to file the same.

Filing of Financing Statements, Notices, etc. Each Grantor shall at its own cost execute and deliver to the Secured Party Administrative Agent and/or file such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Secured Party Administrative Agent may reasonably request) and do all such other things as the Secured Party Administrative Agent may reasonably deem necessary or appropriate (i) to assure to the Secured Party Administrative Agent its security interests hereunder, including (A) such instruments as the Secured Party Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, financing statements (including continuation statements), (B) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights substantially in the form of Exhibit B or other form acceptable to the Secured PartyAdministrative Agent, (C) with regard to Patents, a Notice of Grant of Security Interest in Patents for filing with the USPTO substantially in the form of Exhibit C or other form acceptable to the Secured Party Administrative Agent and (D) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the USPTO substantially in the form of Exhibit D or other form acceptable to the Secured PartyAdministrative Agent, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Secured Party Administrative Agent of its rights and interests hereunder. Furthermore, each Grantor also hereby irrevocably makes, constitutes and appoints the Secured PartyAdministrative Agent, its nominee or any other person whom the Secured Party Administrative Agent may designate, as such Grantor’s attorney in fact with full power and for the limited purpose to prepare and file (and, to the extent applicable, sign) in the name of such Grantor any financing statements, or amendments and supplements to financing statements, renewal financing statements, notices or any similar documents which in the Secured PartyAdministrative Agent’s reasonable discretion would be necessary or appropriate in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable until the Facility Termination Date. Each Grantor hereby agrees that a carbon, photographic or other reproduction of this Agreement or any such financing statement is sufficient for filing as a financing CHL:82678.6 statement by the Secured Party Administrative Agent without notice thereof to such Grantor wherever the Secured Party Administrative Agent may in its sole discretion desire to file the same.

Filing of Financing Statements, Notices, etc. Each Grantor shall execute and deliver to the Secured Party and/or file Collateral Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Secured Party Collateral Agent may reasonably request) and do all such other things as the Secured Party Collateral Agent may reasonably deem necessary or appropriate (i) to assure to the Secured Party Collateral Agent its security interests hereunder, including (A) such instruments as the Secured Party Collateral Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, financing statements (including continuation statements), (B) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Office in substantially in the form of Exhibit B or other form acceptable to the Secured Party4(c)(i) hereto, (C) with regard to Patents, a Notice of Grant of Security Interest in Patents for filing with the USPTO United States Patent and Trademark Office in substantially in the form of Exhibit C or other form acceptable to the Secured Party 4(c)(ii) hereto and (D) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the USPTO United States Patent and Trademark Office in substantially in the form of Exhibit D or other form acceptable to the Secured Party4(c)(iii) hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Secured Party Collateral Agent of its rights and interests hereunder. Furthermore, each Grantor also hereby irrevocably makes, constitutes and appoints the Secured PartyCollateral Agent, its nominee or any other person Person whom the Secured Party Collateral Agent may designate, as such Grantor’s attorney in fact with full power and for the limited purpose to prepare and file (and, to the extent applicable, sign) sign in the name of such Grantor any financing statements, or amendments and supplements to financing statements, renewal financing statements, notices or any similar documents which in the Secured PartyCollateral Agent’s reasonable discretion would be necessary or appropriate in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable until such time as the Termination DateSecured Obligations (other than contingent indemnification obligations for which no claim has been asserted) arising under the Loan Documents have been paid in full and the commitments relating thereto have expired or been terminated. Each Grantor hereby agrees that a carbon, photographic or other reproduction of this Agreement or any such financing statement is sufficient for filing as a financing statement by the Secured Party Collateral Agent without notice thereof to such Grantor wherever the Secured Party Collateral Agent may in its sole discretion desire to file the same.

Filing of Financing Statements, Notices, etc. Each Grantor shall execute and deliver to the Secured Party Administrative Agent and/or file such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Secured Party Administrative Agent may reasonably request) and do all such other things as the Secured Party Administrative Agent may reasonably deem necessary or appropriate (i) to assure to the Secured Party 169074829v3 200207.000113 Administrative Agent its security interests hereunder, including (A) such instruments as the Secured Party Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, financing statements (including continuation statements), (B) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights substantially in the form of Exhibit B or other form acceptable to the Secured PartyAdministrative Agent, (C) with regard to Patents, a Notice of Grant of Security Interest in Patents for filing with the USPTO substantially in the form of Exhibit C or other form acceptable to the Secured Party Administrative Agent and (D) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the USPTO substantially in the form of Exhibit D or other form acceptable to the Secured PartyAdministrative Agent, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Secured Party Administrative Agent of its rights and interests hereunder. Furthermore, each Grantor also hereby irrevocably makes, constitutes and appoints the Secured PartyAdministrative Agent, its nominee or any other person whom the Secured Party Administrative Agent may designate, as such Grantor’s attorney in fact with full power and for the limited purpose to prepare and file (and, to the extent applicable, sign) in the name of such Grantor any financing statements, or amendments and supplements to financing statements, renewal financing statements, notices or any similar documents which in the Secured PartyAdministrative Agent’s reasonable discretion would be necessary or appropriate in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable until the Facility Termination Date. Each Grantor hereby agrees that a carbon, photographic or other reproduction of this Agreement or any such financing statement is sufficient for filing as a financing statement by the Secured Party Administrative Agent without notice thereof to such Grantor wherever the Secured Party Administrative Agent may in its sole discretion desire to file the same.

Filing of Financing Statements, Notices, etc. Each Grantor Obligor shall execute and deliver to the Secured Party and/or file Administrative Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Secured Party Administrative Agent may reasonably request) and do all such other things as the Secured Party Administrative Agent may reasonably deem necessary or appropriate (i) to assure to the Secured Party Administrative Agent its security interests hereunder, including (A) such instruments as the Secured Party Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, financing statements (including continuation statements), (B) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights substantially in the form of Exhibit B or other form acceptable to the Secured Party4(c)(i), (C) with regard to Patents, a Notice of Grant of Security Interest in Patents for filing with the USPTO substantially United States Patent and Trademark Office in the form of Exhibit C or other form acceptable to the Secured Party 4(c)(ii) hereto and (D) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the USPTO substantially United States Patent and Trademark Office in the form of Exhibit D or other form acceptable to the Secured Party4(c)(iii) hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Secured Party Administrative Agent of its rights and interests hereunder. Furthermore, each Grantor Obligor also hereby irrevocably irrevocably, until the Termination Date, makes, constitutes and appoints the Secured PartyAdministrative Agent, its nominee or any other person whom the Secured Party Administrative Agent may designate, as such GrantorObligor’s attorney in fact with full power and for the limited purpose to prepare and file (and, to the extent applicable, sign) sign in the name of such Grantor Obligor any financing statements, or amendments and supplements to financing statements, renewal financing statements, notices or any similar documents which in the Secured PartyAdministrative Agent’s reasonable discretion would be necessary or appropriate in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable until the Termination Date. Each Grantor Obligor hereby agrees that a carbon, photographic or other reproduction of this Agreement or any such financing statement is sufficient for filing as a financing statement by the Secured Party Administrative Agent without notice thereof to such Grantor Obligor wherever the Secured Party Administrative Agent may in its sole discretion desire to file the same.

Filing of Financing Statements, Notices, etc. Each Grantor Obligor shall execute and deliver to the Secured Party and/or file Collateral Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Secured Party Collateral Agent may reasonably request) and do all such other things as the Secured Party Collateral Agent may reasonably deem necessary or appropriate (i) to assure to the Secured Party Collateral Agent its security interests hereunder, including (A) such instruments as the Secured Party Collateral Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, financing statements (including continuation statements), (B) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights substantially for filing with the United States Copyright Office in the form of Exhibit B or other form acceptable to the Secured Party4(b)(i) hereto, (C) with regard to Patents, a Notice of Grant of Security Interest in Patents for filing with the USPTO substantially United States Patent and Trademark Office in the form of Exhibit C or other form acceptable to the Secured Party 4(b)(ii) hereto and (D) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the USPTO substantially United States Patent and Trademark Office in the form of Exhibit D or other form acceptable to the Secured Party4(b)(iii) hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Secured Party Collateral Agent of its rights and interests hereunder. Furthermore, each Grantor Obligor also hereby irrevocably makes, constitutes and appoints the Secured PartyCollateral Agent, its nominee or any other person Person whom the Secured Party Collateral Agent may designate, as such GrantorObligor’s attorney in attorney-in-fact with full power and for the limited purpose to prepare and file (and, to the extent applicable, sign) sign in the name of such Grantor Obligor any financing statements, or amendments and supplements to financing statements, renewal financing statements, notices or any similar documents which in the Secured PartyCollateral Agent’s reasonable discretion would be necessary or appropriate in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable until such time as the Termination DateObligations arising under the Credit Documents have been paid in full (other than contingent indemnity obligations for which no claim has been made), the Commitments have expired or terminated and the expiration or cancellation of all Letters of Credit (other than Letters of Credit as to which other arrangements reasonably satisfactory to the Administrative Agent and the Issuing Bank shall have been made). Each Grantor Obligor hereby agrees that a carbon, photographic or other reproduction of this Agreement or any such financing statement is sufficient for filing as a financing statement by the Secured Party Collateral Agent without notice thereof to such Grantor Obligor wherever the Secured Party Collateral Agent may in its sole discretion desire to file the same.

Filing of Financing Statements, Notices, etc. Each Grantor shall execute and deliver to the Secured Party Collateral Agent and/or file such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Secured Party Collateral Agent may reasonably request) and do all such other things as the Secured Party may reasonably deem necessary or appropriate (i) to assure to the Secured Party Collateral Agent its security interests hereunderhereunder (subject, for the avoidance of doubt, to the express exceptions herein), including (A) such instruments as the Secured Party Collateral Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, financing statements (including continuation statements), (B) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights substantially in the form of Exhibit B or other form acceptable to the Secured PartyCollateral Agent, (C) with regard to Patents, a Notice of Grant of Security Interest in Patents for filing with the USPTO substantially in the form of Exhibit C or other form acceptable to the Secured Party Collateral Agent and (D) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the USPTO substantially in the form of Exhibit D or other form acceptable to the Secured PartyCollateral Agent, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Secured Party Collateral Agent of its rights and interests hereunder. Furthermore, each Grantor also hereby irrevocably makes, constitutes and appoints the Secured PartyCollateral Agent, its nominee or any other person whom the Secured Party Collateral Agent may designate, as such Grantor’s attorney in fact with full power and for the limited purpose to prepare and file (and, to the extent applicable, sign) in the name of such Grantor any financing statements, or amendments and supplements to financing statements, renewal financing statements, notices or any similar documents which in the Secured Party’s reasonable discretion would be necessary or appropriate in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable until so long as any Lender shall have any Commitment under the Termination DateCredit Agreement, or any Loan or other Obligation under the Credit Agreement shall remain unpaid or unsatisfied. Each Grantor hereby agrees that a carbon, photographic or other reproduction of this Agreement or any such financing statement is sufficient for filing as a financing statement by the Secured Party Collateral Agent without notice thereof to such Grantor wherever the Secured Party Collateral Agent (acting at the direction of th Lenders) may in its sole discretion desire to file the same.

Filing of Financing Statements, Notices, etc. Each Grantor Obligor shall execute and deliver to the Secured Party and/or file Administrative Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Secured Party Administrative Agent may reasonably request) and do all such other things as the Secured Party Administrative Agent may reasonably deem necessary or appropriate (i) to assure to preserve the Secured Party its security interests of the Administrative Agent hereunder, including (A) such instruments as the Secured Party Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, financing statements (including continuation statements), (B) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights substantially Patents registered in the form of Exhibit B or other form acceptable to the Secured Party, (C) with regard to PatentsUnited States, a Notice of Grant of Security Interest in Patents for filing with the USPTO substantially United States Patent and Trademark Office in the form of Exhibit C or other form acceptable to the Secured Party and 4(b)(i) hereto, (DC) with regard to TrademarksTrademarks registered in the United States, a Notice of Grant of Security Interest in Trademarks for filing with the USPTO substantially United States Patent and Trademark Office in the form of Exhibit D or other 4(b)(ii) hereto, (D) with regard to Copyrights registered in the United States, a Notice of Grant of Security Interest in Copyrights in the form acceptable to the Secured Partyof Exhibit 4(b)(iii), (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure preserve the Secured Party of its Administrative Agent’s rights and interests hereunder; provided, however that this Section 4(b) shall not obligate any Obligor to otherwise undertake collateral perfection or protection obligations not otherwise required under the Loan Documents (it being understood that perfection obligations with respect to Collateral that is perfected by delivery or control shall only be as expressly required pursuant to other provisions of this Agreement, and, except as expressly provided above, actions with respect to Collateral that is not subject to perfection under the UCC shall not be required). With respect to any Patents, Trademarks or Copyrights registered in the United States, no Obligor nor any Subsidiary shall be required to disclose (x) any materials subject to a confidentiality obligation binding upon such Obligor or Subsidiary to the extent such disclosure would violate such obligations or (y) any communications protected by attorney-client privilege the disclosure or inspection of which would waive such privilege; provided, however, that each Obligor shall nonetheless preserve the security interests of the Administrative Agent hereunder. Furthermore, each Grantor Obligor also hereby irrevocably makes, constitutes and appoints the Secured PartyAdministrative Agent, its nominee or any other person Person whom the Secured Party Administrative Agent may designate, as such GrantorObligor’s attorney in attorney-in-fact with full power and for the limited purpose to prepare and file (and, to the extent applicable, sign) sign in the name of such Grantor Obligor any financing statements (including renewal statements), or amendments and supplements to financing statements, renewal financing statementssupplements, notices or any similar documents which that in the Secured PartyAdministrative Agent’s reasonable discretion would be necessary or appropriate appropriate, in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable so long as the Secured Obligations remain unpaid and until the Termination Datecommitments relating thereto shall have been terminated. Each Grantor Subject to the limitations set forth in Section 5, each Obligor hereby agrees that a carbon, photographic or other reproduction of this Agreement or any such financing statement is sufficient for filing as a financing statement by the Secured Party Administrative Agent without notice thereof to such Grantor Obligor wherever the Secured Party Administrative Agent may in its sole discretion desire to file the same.

Filing of Financing Statements, Notices, etc. Each Grantor shall execute and deliver to the Secured Party Administrative Agent and/or file such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Secured Party Administrative Agent may reasonably request) and do all such other things as the Secured Party Administrative Agent may reasonably deem necessary or appropriate (i) to assure to the Secured Party Administrative Agent its security interests hereunderhereunder on the Collateral, including (A) such instruments as the Secured Party Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, financing statements (including continuation statements), (B) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights substantially in the form of Exhibit B or other form acceptable to the Secured PartyAdministrative Agent, (C) with regard to Patents, a Notice of Grant of Security Interest in Patents for filing with the USPTO substantially in the form of Exhibit C or other form acceptable to the Secured Party Administrative Agent and (D) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the USPTO substantially in the form of Exhibit D or other form reasonably acceptable to the Secured PartyAdministrative Agent, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Secured Party Administrative Agent of its rights and interests hereunder. Furthermore, each Grantor also hereby irrevocably makes, constitutes and appoints the Secured Party4862-1549-8294, v. 6 ACTIVE/119444361.4 Administrative Agent, its nominee or any other person whom the Secured Party Administrative Agent may designate, as such Grantor’s attorney in fact with full power and for the limited purpose to prepare and file (and, to the extent applicable, sign) in the name of such Grantor any financing statements, or amendments and supplements to financing statements, renewal financing statements, notices or any similar documents which in the Secured PartyAdministrative Agent’s reasonable discretion would be necessary or appropriate in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable until the Facility Termination Date. Each Grantor hereby agrees that a carbon, photographic or other reproduction of this Agreement or any such financing statement is sufficient for filing as a financing statement by the Secured Party Administrative Agent without notice thereof to such Grantor wherever the Secured Party Administrative Agent may in its sole discretion desire to file the same.

Filing of Financing Statements, Notices, etc. Each Grantor Obligor hereby authorizes the Administrative Agent to prepare and file such financing statements (including renewal statements) or amendments thereof or supplements thereto or other instruments as the Administrative Agent may from time to time reasonably deem necessary or appropriate in order to perfect and maintain the security interests granted hereunder in accordance with the UCC. Each Obligor shall also execute and deliver to the Secured Party and/or file Administrative Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Secured Party Administrative Agent may reasonably request) and do all such other things as the Secured Party Administrative Agent may reasonably deem necessary or appropriate (i) to assure to the Secured Party Administrative Agent its security interests hereunder, including (A) such financing statements (including renewal statements) or amendments thereof or supplements thereto or other instruments as the Secured Party Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, financing statements (including continuation statements), (B) with regard to Copyrightscopyrights and copyright applications, a Notice of Grant of Security Interest in Copyrights substantially in the form of Exhibit B or other form acceptable to the Secured PartySchedule 4(c)(i)(B), (C) with regard to Patentspatents and patent applications, a Notice of Grant of Security Interest in Patents for filing with the USPTO substantially United States Patent and Trademark Office in the form of Exhibit C or other form acceptable to the Secured Party Schedule 4(c)(i)(C) attached hereto and (D) with regard to Trademarkstrademarks and trademark applications, a Notice of Grant of Security Interest in Trademarks for filing with the USPTO substantially United States Patent and Trademark Office in the form of Exhibit D or other form acceptable to the Secured PartySchedule 4(c)(i)(D) attached hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Secured Party Administrative Agent of its rights and interests hereunder. FurthermoreTo that end, each Grantor Obligor agrees that the Administrative Agent may file one or more financing statements disclosing the Administrative Agent’s security interest in any or all of the Collateral of such Obligor without, to the extent permitted by law, such Obligor’s signature thereon, and further each Obligor also hereby irrevocably makes, constitutes and appoints the Secured PartyAdministrative Agent, its nominee or any other person whom the Secured Party Administrative Agent may designate, as such GrantorObligor’s attorney in fact with full power and for the limited purpose to prepare and file (and, to the extent applicable, sign) sign in the name of such Grantor Obligor any such financing statements, or amendments and supplements to financing statements, renewal financing statements, notices or any similar documents which in the Secured PartyAdministrative Agent’s reasonable discretion would be necessary necessary, appropriate or appropriate convenient in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable until such time as the Termination DateSecured Obligations have been Fully Satisfied. Each Grantor Obligor hereby agrees that the Administrative Agent is authorized to file a carbon, photographic or other reproduction of this Agreement or any such financing statement is sufficient for filing as a financing statement by the Secured Party Administrative Agent without notice thereof to such Grantor Obligor wherever the Secured Party Administrative Agent may in its sole discretion desire to file the same. In the event for any reason the law of any jurisdiction other than New York becomes or is applicable to the Collateral of any Obligor or any part thereof, or to any of the Secured Obligations, such Obligor agrees to execute and deliver all such instruments and to do all such other things as the Administrative Agent reasonably deems necessary or appropriate to preserve, protect and enforce the security interests of the Administrative Agent under the law of such other jurisdiction (and, if an Obligor shall fail to do so promptly upon the request of the Administrative Agent, then the Administrative Agent may execute any and all such requested documents on behalf of such Obligor pursuant to the power of attorney granted hereinabove). Each Obligor agrees to xxxx its books and records to reflect the security interest of the Administrative Agent in the Collateral.

Filing of Financing Statements, Notices, etc. Each Grantor Obligor hereby authorizes the Secured Party to prepare and file such financing statements (including continuation statements) or amendments thereof or supplements thereto or other instruments as the Secured Party may from time to time deem necessary or appropriate in order to perfect and maintain the perfection of the security interests granted hereunder in accordance with the UCC. Each Obligor shall execute and deliver to the Secured Party and/or file such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, ) as the Secured Party may reasonably request) , and do all such other things as the Secured Party may reasonably deem necessary or appropriate (i) to assure to the Secured Party its security interests hereunder, including (A) such instruments as the Secured Party may from time to time reasonably request in order to perfect and maintain the perfection of the security interests granted hereunder in accordance with the UCC, including, without limitation, financing statements (including continuation statements), (B) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights substantially in the form of Exhibit B or other form acceptable to the Secured Party, (C) with regard to Patents, a Notice of Grant of Security Interest in Patents for filing with the USPTO substantially in the form of Exhibit C or other form acceptable to the Secured Party and (D) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the USPTO substantially in the form of Exhibit D or other form acceptable to the Secured Party, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Secured Party of its rights and interests hereunder. Furthermore, each Grantor Obligor also hereby irrevocably makes, constitutes and appoints the Secured Party, its nominee or any other person whom the Secured Party may designate, as such Grantor’s Obligor's attorney in fact with full power and for the limited purpose to prepare and file (and, to the extent applicable, sign) sign in the name of such Grantor Obligor any financing statements, or amendments and supplements to financing statements, renewal financing statements, notices or any similar documents which in the Secured Party’s reasonable discretion would be necessary or appropriate in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable until repayment in full of the Termination DateObligations. Each Grantor Obligor hereby agrees that a carbon, photographic or other reproduction of this Agreement or any such financing statement is sufficient for filing as a financing statement by the Secured Party without notice thereof to such Grantor Obligor wherever the Secured Party may in its sole discretion desire to file the same.

Filing of Financing Statements, Notices, etc. Each Grantor shall execute Execute and deliver to the Secured Party and/or file Administrative Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Secured Party Administrative Agent may reasonably request) and do all such other things as the Secured Party Administrative Agent may reasonably deem necessary or appropriate (i) to assure to the Secured Party Administrative Agent its security interests hereunder, including (A) such instruments as the Secured Party Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests to the extent granted hereunder in accordance with the UCC, including, without limitation, financing statements (including continuation statements), (B) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights substantially for filing with the United States Copyright Office in the form of Exhibit B or other form acceptable to the Secured Party4(a)(i), (C) with regard to Patents, a Notice of Grant of Security Interest in Patents for filing with the USPTO substantially United States Patent and Trademark Office in the form of Exhibit C or other form acceptable to the Secured Party 4(a)(ii) hereto and (D) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the USPTO substantially United States Patent and Trademark Office in the form of Exhibit D or other form acceptable to the Secured Party4(a)(iii) hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Secured Party Administrative Agent of its rights and interests hereunder. Furthermore, each Grantor also hereby irrevocably makes, constitutes and appoints the Secured PartyAdministrative Agent, its nominee or any other person whom the Secured Party Administrative Agent may reasonably designate, as such Grantor’s attorney in fact with full power and for the limited purpose to prepare and file (and, to the extent applicable, sign) sign in the name of such Grantor any financing statements, or amendments and supplements to financing statements, renewal financing statements, notices or any similar documents documents, in each case, upon the occurrence of an Event of Default and during the continuation thereof and upon reasonable notice to the Grantors, which in the Secured PartyAdministrative Agent’s reasonable discretion would be necessary or appropriate in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable until the Termination Datetermination of the Domestic Revolving Commitments, the Global Revolving Commitments, the Participation FCI Commitments, the Bilateral FCI Issuing Commitments and the Participation FCI Issuing Commitments and payment in full of all Secured Obligations (other than contingent indemnification obligations) and the expiration (without any pending drawing) or termination (or cash collateralization or provision of other credit support as contemplated by the Credit Agreement) of all Letters of Credit and FCIs. Each Grantor hereby agrees that a carbon, photographic or other reproduction of this Security Agreement or any such financing statement is sufficient for filing as a financing statement by the Secured Party Administrative Agent without notice thereof to such Grantor wherever the Secured Party Administrative Agent may in its sole discretion desire to file the same.

Filing of Financing Statements, Notices, etc. Each Grantor Obligor shall execute and deliver to the Secured Party and/or file Administrative Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Secured Party Administrative Agent may reasonably request) and do all such other things as the Secured Party Administrative Agent may reasonably deem necessary or appropriate (i) to assure to the Secured Party Administrative Agent its security interests hereunder, including (A) such instruments as the Secured Party Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, financing statements (including continuation statements), (B) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights substantially in the form of Exhibit B or other form acceptable to the Secured Party4(b)(i), (C) with regard to Patents, a Notice of Grant of Security Interest in Patents for filing with the USPTO substantially United States Patent and Trademark Office in the form of Exhibit C or other form acceptable to the Secured Party 4(b)(ii) hereto and (D) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the USPTO substantially United States Patent and Trademark Office in the form of Exhibit D or other form acceptable to the Secured Party4(b)(iii) hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Secured Party Administrative Agent of its rights and interests hereunder. Furthermore, each Grantor Obligor also hereby irrevocably makes, constitutes and appoints the Secured PartyAdministrative Agent, its nominee or any other person whom the Secured Party Administrative Agent may designate, as such Grantor’s Obligor's attorney in fact with full power and for the limited purpose to prepare and file (and, to the extent applicable, sign) sign in the name of such Grantor Obligor any financing statements, or amendments and supplements to financing statements, renewal financing statements, notices or any similar documents which in the Secured Party’s Administrative Agent's reasonable discretion would be necessary or appropriate in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable until such time as the Termination DateObligations arising under the Loan Documents (other than contingent indemnification obligations not yet due and payable) have been paid in full and the Commitments have expired or been terminated. Each Grantor Obligor hereby agrees that a carbon, photographic or other reproduction of this Agreement or any such financing statement is sufficient for filing as a financing statement by the Secured Party Administrative Agent without notice thereof to such Grantor Obligor wherever the Secured Party Administrative Agent may in its sole discretion desire to file the same.

Filing of Financing Statements, Notices, etc. Each Grantor shall execute and deliver to the Secured Party Lender and/or file such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Secured Party Lender may reasonably request) and do all such other things as the Secured Party Lender may reasonably deem necessary or appropriate (i) to assure to the Secured Party Lender its security interests hereunder, including (A) such instruments as the Secured Party Lender may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, financing statements (including continuation statements), (B) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights substantially in the form of Exhibit B or other form acceptable to the Secured PartyLender, (C) with regard to Patents, a Notice of Grant of Security Interest in Patents for filing with the USPTO substantially in the form of Exhibit C or other form acceptable to the Secured Party Lender and (D) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the USPTO substantially in the form of Exhibit D or other form acceptable to the Secured PartyLender, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Secured Party Lender of its rights and interests hereunder. Furthermore, each Grantor also hereby irrevocably makes, constitutes and appoints the Secured PartyLender, its nominee or any other person whom the Secured Party Lender may designate, as such Grantor’s attorney in fact with full power and for the limited purpose to prepare and file (and, to the extent applicable, sign) in the name of such Grantor any financing statements, or amendments and supplements to financing statements, renewal financing statements, notices or any similar documents which in the Secured PartyLender’s reasonable discretion would be necessary or appropriate in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable until the Termination Expiration Date. Each Grantor hereby agrees that a carbon, photographic or other reproduction of this Agreement or any such financing statement is sufficient for filing as a financing statement by the Secured Party without notice thereof to such Grantor wherever the Secured Party may in its sole discretion desire to file the same.

Filing of Financing Statements, Notices, etc. Each Grantor Obligor shall execute and deliver to the Secured Party and/or file Administrative Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Secured Party Administrative Agent may reasonably request) and do all such other things as the Secured Party Administrative Agent may reasonably deem necessary or appropriate (i) to assure to the Secured Party Administrative Agent its security interests hereunder, including (A) such instruments as the Secured Party Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, financing statements (including continuation statements), (B) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights substantially in the form of Exhibit B or other form acceptable to the Secured Party6(b)(i), (C) with regard to Patents, a Notice of Grant of Security Interest in Patents for filing with the USPTO substantially United States Patent and Trademark Office in the form of Exhibit C or other form acceptable to the Secured Party 6(b)(ii) hereto and (D) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the USPTO substantially United States Patent and Trademark Office in the form of Exhibit D or other form acceptable to the Secured Party6(b)(iii) hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Secured Party Administrative Agent of its rights and interests hereunder. Furthermore, each Grantor Obligor also hereby irrevocably makes, constitutes and appoints the Secured PartyAdministrative Agent, its nominee or any other person whom the Secured Party Administrative Agent may designate, as such GrantorObligor’s attorney in fact with full power and for the limited purpose to prepare and file (and, to the extent applicable, sign) sign in the name of such Grantor Obligor any financing statements, or amendments and supplements to financing statements, renewal financing statements, notices or any similar documents which in the Secured PartyAdministrative Agent’s reasonable discretion would be necessary or appropriate in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable until such time as the Termination DateSecured Obligations arising under the Loan Documents have been paid in full and the Commitments have expired or been terminated. Each Grantor Obligor hereby agrees that a carbon, photographic or other reproduction of this Agreement or any such financing statement is sufficient for filing as a financing statement by the Secured Party Administrative Agent without notice thereof to such Grantor Obligor wherever the Secured Party Administrative Agent may in its sole discretion desire to file the same.

Filing of Financing Statements, Notices, etc. Each Grantor shall execute and deliver to the Secured Party Administrative Agent and/or file such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Secured Party Administrative Agent may reasonably request) and do all such other things as the Secured Party Administrative Agent may reasonably deem necessary or appropriate (i) to assure to the Secured Party Administrative Agent its security interests hereunder, including (A) such instruments as the Secured Party Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, financing statements (including continuation statements), (B) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights substantially in the form of Exhibit B or other form acceptable to the Secured Party, (C) with regard to Patents, a Notice of Grant of Security Interest in Patents for filing with the USPTO substantially in the form of Exhibit C or other form acceptable to the Secured Party and (D) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the USPTO substantially in the form of Exhibit D or other form acceptable to the Secured Party, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Secured Party Administrative Agent of its rights and interests hereunder. Furthermore, each Grantor also hereby irrevocably makes, constitutes and appoints the Secured PartyAdministrative Agent, its nominee or any other person whom the Secured Party Administrative Agent may designate, as such Grantor’s attorney in fact with full power and for the limited purpose to prepare and file (and, to the extent applicable, sign) in the name of such Grantor any financing statements, or amendments and supplements to financing statements, or renewal financing statements, notices or any similar documents statements which in the Secured PartyAdministrative Agent’s reasonable discretion would be necessary or appropriate in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable until such time as the Termination DateObligations arising under the Loan Documents have been paid in full and the Commitments have expired or been terminated. Each Grantor hereby agrees that a carbon, photographic or other reproduction of this Agreement or any such financing statement is sufficient for filing as a financing statement by the Secured Party Administrative Agent without notice thereof to such Grantor wherever the Secured Party Administrative Agent may in its sole discretion desire to file the same.

Filing of Financing Statements, Notices, etc. Each Grantor shall In each case except as otherwise contemplated or not required by the Loan Documents, including Section 4(a)(iii) hereof and Sections 6.15 and 6.17 of the Credit Agreement, promptly execute and deliver to the Secured Party and/or file such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, ) as the Secured Party may reasonably request) request and do all such other things as promptly after notice to such Obligor that the Secured Party may has reasonably deem determined that such action is necessary or appropriate (i) to assure to the Secured Party its security interests hereunder, including (A) such instruments as the Secured Party may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, financing statements (including continuation statements), (B) with regard to CopyrightsCopyrights that constitute Collateral, a Notice of Grant of Security Interest in Copyrights substantially in the form of Exhibit B or other form acceptable to the Secured PartySchedule 4(c)(i), (C) with regard to PatentsPatents that constitute Collateral, a Notice of Grant of Security Interest in Patents for filing with the USPTO substantially United States Patent and Trademark Office in the form of Exhibit C or other form acceptable to the Secured Party Schedule 4(c)(ii) attached hereto and (D) with regard to TrademarksTrademarks that constitute Collateral, a Notice of Grant of Security Interest in Trademarks for filing with the USPTO substantially United States Patent and Trademark Office in the form of Exhibit D or other form acceptable to the Secured PartySchedule 4(c)(iii) attached hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Secured Party of its rights and interests hereunder. Furthermore, each Grantor also Each Obligor hereby irrevocably makes, constitutes and appoints the Secured Party, its nominee or any other person whom the Secured Party may designate, as such GrantorObligor’s attorney in fact with full power and for the limited purpose to prepare and file (and, to the extent applicable, sign) sign in the name of such Grantor Obligor any such financing statements, or amendments and supplements to financing statements, renewal financing statements, notices or any similar documents which in the Secured Party’s reasonable discretion would be necessary necessary, or appropriate in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable until such time as the Termination DateSecured Obligations arising under the Loan Documents have been paid in full (other than those Obligations which survive pursuant to Section 11.13 of the Credit Agreement), and the Commitments have expired or been terminated. Each Grantor Obligor hereby agrees that a carbon, photographic or other reproduction of this Agreement or any such financing statement is sufficient for filing as a financing statement by authorizes the Secured Party without notice to prepare and file such financing statements (including continuation statements) or amendments thereof to such Grantor wherever or supplements thereto or other instruments as the Secured Party may reasonably from time to time deem necessary or appropriate in its sole discretion desire order to file perfect and maintain the samesecurity interests granted hereunder in accordance with the UCC (including authorization to describe the Collateral as “all personal property” or “all assets”).

Filing of Financing Statements, Notices, etc. Each Grantor Pledgor shall execute and deliver to the Secured Party and/or file Administrative Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Secured Party Administrative Agent may reasonably request) and do all such other things as the Secured Party Administrative Agent may reasonably deem necessary or appropriate (i) to assure to the Secured Party Administrative Agent its security interests hereunder, including such financing statements (Aincluding continuation statements) such or amendments thereof or supplements thereto or other instruments as the Secured Party Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, financing statements (including continuation statements), (B) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights substantially in the form of Exhibit B or other form acceptable to the Secured Party, (C) with regard to Patents, a Notice of Grant of Security Interest in Patents for filing with the USPTO substantially in the form of Exhibit C or other form acceptable to the Secured Party and (D) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the USPTO substantially in the form of Exhibit D or other form acceptable to the Secured Party, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Secured Party Administrative Agent of its rights and interests hereunder. Furthermore, each Grantor Pledgor also hereby irrevocably makes, constitutes and appoints the Secured PartyAdministrative Agent, its nominee or any other person whom the Secured Party Administrative Agent may designate, as such Grantoreach Pledgor’s attorney in fact with full power and for the limited purpose to prepare and file (and, to the extent applicable, sign) in the name of such Grantor each Pledgor any financing statements, or amendments and supplements to financing statements, renewal financing statements, notices or any similar documents which in the Secured PartyAdministrative Agent’s reasonable discretion would be necessary or appropriate in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable until the Termination Date. Each Grantor Pledgor hereby agrees that a carbon, photographic or other reproduction of this Agreement or any such financing statement is sufficient for filing as a financing statement by the Secured Party Administrative Agent without notice thereof to such Grantor any Pledgor wherever the Secured Party Administrative Agent may in its sole discretion desire to file the same.. In the event for any reason the law of any jurisdiction other than New York becomes or is applicable to the Pledged Collateral of any Pledgor or any part thereof, or to any of the Secured Obligations, each Pledgor agrees to execute and deliver all such instruments and to do all such other things as the Administrative Agent reasonably deems necessary or appropriate to preserve, protect and enforce the security interests of the Administrative Agent under the law of such other jurisdiction (and, if any Pledgor shall fail to do so promptly upon the request of the Administrative Agent, then the Administrative Agent may execute any and all such requested documents on behalf of any Pledgor pursuant to the power of attorney granted hereinabove). If any Pledged Collateral is in the possession or control of any Pledgor’s agents and the Administrative Agent requests, each Pledgor agrees to notify such agents in writing of the Administrative Agent’s security interest therein and, upon the Administrative Agent’s request, instruct them to hold all such Pledged Collateral for the Administrative Agents’ account and subject to the Administrative Agent’s instructions. Unless an Event of Default has occurred and is continuing, the Administrative Agent shall not give any instructions to any Pledgor’s agents pursuant to the immediately preceding sentence. (d)

Filing of Financing Statements, Notices, etc. Each Grantor Obligor shall execute and deliver to the Secured Party and/or file Administrative Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Secured Party Administrative Agent may reasonably request) and do all such other things as the Secured Party Administrative Agent may reasonably deem necessary or appropriate (i) to assure to the Secured Party Administrative Agent its security interests hereunder, including (A) such instruments as the Secured Party Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, financing statements (including continuation statements), (B) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights substantially in the form of Exhibit B or other form acceptable to the Secured Party4(c)(i), (C) with regard to Patents, a Notice of Grant of Security Interest in Patents for filing with the USPTO substantially United States Patent and Trademark Office in the form of Exhibit C or other form acceptable to the Secured Party 4(c)(ii) hereto and (D) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the USPTO substantially United States Patent and Trademark Office in the form of Exhibit D or other form acceptable to the Secured Party4(c)(iii) hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Secured Party Administrative Agent of its rights and interests hereunder. Furthermore, each Grantor Obligor also hereby irrevocably irrevocably, until Satisfaction in Full, makes, constitutes and appoints the Secured PartyAdministrative Agent, its nominee or any other person whom the Secured Party Administrative Agent may designate, as such GrantorObligor’s attorney in fact with full power and for the limited purpose to prepare and file (and, to the extent applicable, sign) sign in the name of such Grantor Obligor any financing statements, or amendments and supplements to financing statements, renewal financing statements, notices or any similar documents which in the Secured PartyAdministrative Agent’s reasonable discretion would be necessary or appropriate in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable until the Termination DateSatisfaction in Full. Each Grantor Obligor hereby agrees that a carbon, photographic or other reproduction of this Agreement or any such financing statement is sufficient for filing as a financing statement by the Secured Party Administrative Agent without notice thereof to such Grantor Obligor wherever the Secured Party Administrative Agent may in its sole discretion desire to file the same.

Filing of Financing Statements, Notices, etc. Each Grantor Except as otherwise provided in this Agreement and the other Loan Documents, each Obligor shall execute and deliver to the Secured Party and/or file Administrative Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Secured Party Administrative Agent may reasonably request) and do all such other things as the Secured Party Administrative Agent may reasonably deem necessary or appropriate appropriate: (i) to assure to the Secured Party Administrative Agent its security interests hereunder, including (A) such instruments as the Secured Party Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, financing statements (including continuation statements), (B) with regard to U.S. registrations and applications for Copyrights, a Notice of Grant of Security Interest in Copyrights substantially in the form of Exhibit B or other form acceptable to the Secured Party4(b)(iii), (C) with regard to U.S. registrations and applications for Patents, a Notice of Grant of Security Interest in Patents for filing with the USPTO substantially United States Patent and Trademark Office in the form of Exhibit C or other form acceptable to the Secured Party 4(b)(i) hereto and (D) with regard to U.S. registrations and applications for Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the USPTO substantially United States Patent and Trademark Office in the form of Exhibit D or other form acceptable to the Secured Party, 4(b)(ii) hereto; (ii) to consummate the transactions contemplated hereby hereby; and (iii) to otherwise protect and assure the Secured Party Administrative Agent of its rights and interests hereunder. Furthermore, each Grantor Obligor also hereby irrevocably makes, constitutes and appoints the Secured PartyAdministrative Agent, its nominee or any other person whom sub agents appointed by the Secured Party may designateAdministrative Agent, as such GrantorObligor’s attorney in fact with full power and for the limited purpose to prepare and file (and, to the extent applicable, sign) sign in the name of such Grantor Obligor any financing statements, or amendments and supplements to financing statements, renewal financing statements, notices or any similar documents which in the Secured PartyAdministrative Agent’s reasonable discretion would be necessary or appropriate in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable until the Facility Termination Date. Each Grantor hereby agrees that a carbon, photographic or other reproduction of this Agreement or any such financing statement is sufficient for filing as a financing statement by the Secured Party without notice thereof to such Grantor wherever the Secured Party may in its sole discretion desire to file the sameDate has occurred.

Filing of Financing Statements, Notices, etc. Each Grantor Obligor shall execute and deliver to the Secured Party and/or file Administrative Agent such agreements, collateral assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Secured Party Administrative Agent may reasonably request) and do all such other things as the Secured Party Administrative Agent may reasonably deem necessary or appropriate (i) to assure to the Secured Party Administrative Agent its security interests hereunder, including (A) such instruments as the Secured Party Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, financing statements (including continuation statements), (B) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights substantially in the form of Exhibit B or other form acceptable to the Secured PartySchedule 4(c)(i), (C) with regard to Patents, a Notice of Grant of Security Interest in Patents for filing with the USPTO substantially United States Patent and Trademark Office in the form of Exhibit C or other form acceptable to the Secured Party Schedule 4(c)(ii) hereto and (D) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the USPTO substantially United States Patent and Trademark Office in the form of Exhibit D or other form acceptable to the Secured PartySchedule 4(c)(iii) hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Secured Party Administrative Agent of its rights and interests hereunder. Furthermore, each Grantor Obligor also hereby irrevocably makes, constitutes and appoints the Secured PartyAdministrative Agent, its nominee or any other person whom the Secured Party Administrative Agent may designate, as such GrantorObligor’s attorney in fact with full power and for the limited purpose to prepare and file (and, to the extent applicable, sign) sign in the name of such Grantor Obligor any financing statements, or amendments and supplements to financing statements, renewal financing statements, notices or any similar documents which in the Secured PartyAdministrative Agent’s reasonable discretion would be necessary or appropriate in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable until such time as the Termination DateSecured Obligations (other than contingent indemnity obligations) arising under the Loan Documents have been paid in full and the Commitments have expired or been terminated. Each Grantor Obligor hereby agrees that a carbon, photographic or other reproduction of this Agreement or any such financing statement is sufficient for filing as a financing statement by the Secured Party Administrative Agent without notice thereof to such Grantor Obligor wherever the Secured Party Administrative Agent may in its sole discretion desire to file the same.

Filing of Financing Statements, Notices, etc. Each Grantor shall execute Execute and deliver to the Secured Party and/or file Collateral Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Secured Party Collateral Agent may reasonably request) and do all such other things as the Secured Party Collateral Agent may reasonably deem necessary or appropriate (i) to assure to the Secured Party its Collateral Agent of the creation, perfection and priority of the security interests hereunder, including (A) such instruments as the Secured Party Collateral Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, financing statements (including continuation statements), (B) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights substantially in the form of Exhibit B or other form acceptable to the Secured Party4(b)(i)(B), (C) with regard to Patents, a Notice of Grant of Security Interest in Patents for filing with the USPTO substantially in the form of Exhibit C or other form acceptable to the Secured Party 4(b)(i)(C), and (D) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the USPTO substantially in the form of Exhibit D or other form acceptable to the Secured Party4(b)(i)(D), (ii) to consummate the transactions contemplated hereby hereby, and (iii) to otherwise protect and assure the Secured Party Collateral Agent of its rights and interests hereunder. Furthermore, each Grantor also and, in furtherance of the foregoing, such Obligor hereby (1) irrevocably makes, constitutes and appoints the Secured PartyCollateral Agent, its nominee or any other person whom the Secured Party Collateral Agent may designate, as such GrantorObligor’s attorney in fact with full power and for the limited purpose to prepare and file (and, to the extent applicable, sign) sign in the name of such Grantor Obligor any financing statements, or amendments and supplements to financing statements, renewal financing statements, notices or any similar documents which in the Secured PartyCollateral Agent’s reasonable discretion would be necessary or appropriate in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable until the Facility Termination Date. Each Grantor hereby , and (2) agrees that a carbon, photographic or other reproduction of this Agreement or any such financing statement is sufficient for filing as a financing statement by the Secured Party Collateral Agent without notice thereof to such Grantor Obligor wherever the Secured Party Collateral Agent may in its sole discretion desire to file the same.

Filing of Financing Statements, Notices, etc. Each Grantor shall execute Execute and deliver to the Secured Party and/or file Collateral Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Secured Party Collateral Agent may reasonably request) and do all such other things as the Secured Party Collateral Agent may reasonably deem necessary or appropriate (i) to assure to the Secured Party Collateral Agent its security interests hereunderhereunder are perfected and maintained, including (A) such instruments as the Secured Party Collateral Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, financing statements (including continuation statements), (B) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights substantially in the form of Exhibit B or other form acceptable to the Secured Party, (C) with regard to Patents, a Notice of Grant of Security Interest in Patents for filing with the USPTO substantially United States Patent and Trademark Office in the form of Exhibit C or other form acceptable to the Secured Party and 5(b)(i) hereto, (DC) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the USPTO substantially United States Patent and Trademark Office in the form of Exhibit D or other 5(b)(ii) hereto and (D) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights in the form acceptable to the Secured Party, of Exhibit 5(b)(iii) and (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Secured Party Collateral Agent of its rights and interests hereunder. Furthermore, each Grantor also hereby irrevocably makes, constitutes and appoints the Secured PartyCollateral Agent, its nominee or any other person whom the Secured Party Collateral Agent may designate, as such Grantor’s attorney in fact with full power and for the limited purpose to prepare and file (and, to the extent applicable, sign) sign in the name of such Grantor any financing statements, or amendments and supplements to financing statements, renewal financing statements, notices or any similar documents which in the Secured PartyCollateral Agent’s reasonable discretion would be necessary or appropriate in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable until such time as the Termination Date. Each Grantor hereby agrees that a carbon, photographic Obligations have been paid in full and the Commitments have expired or other reproduction of this Agreement or any such financing statement is sufficient for filing as a financing statement by the Secured Party without notice thereof to such Grantor wherever the Secured Party may in its sole discretion desire to file the same.been terminated;

Filing of Financing Statements, Notices, etc. Each Grantor shall execute and deliver to the Secured Party Administrative Agent and/or file such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Secured Party may reasonably request) and do all such other things as the Secured Party may reasonably deem necessary or appropriate (i) to assure to the Secured Party its security interests hereunder, including (A) such necessary instruments as the Secured Party Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, financing statements (including continuation statements), (Bii) on the Closing Date, and from time to time thereafter upon the Administrative Agent’s reasonable request, with regard to CopyrightsCopyrights registered in the United States Copyright Office and owned by a Grantor, a Notice of Grant of Security Interest in Copyrights substantially in the form of Exhibit B A or other form reasonably acceptable to the Secured PartyAdministrative Agent, (Ciii) on the Closing Date, and from time to time thereafter upon the Administrative Agent’s reasonable request, with regard to PatentsPatents registered in the United States Patent and Trademark Office (“USPTO”) and owned by a Grantor, a Notice of Grant of Security Interest in Patents for filing with the USPTO substantially in the form of Exhibit C B or other form reasonably acceptable to the Secured Party Administrative Agent and (Div) on the Closing Date, and from time to time thereafter upon the Administrative Agent’s reasonable request, with regard to TrademarksTrademarks registered in the USPTO and owned by a Grantor, a Notice of Grant of Security Interest in Trademarks for filing with the USPTO substantially in the form of Exhibit D C or other form reasonably acceptable to the Secured PartyAdministrative Agent; provided that no Grantor shall be required to take any action to perfect a security interest in any Collateral that the Administrative Agent reasonably determines in its sole discretion that the costs and burdens to the Grantors of perfecting a security interest in such Collateral (including any applicable stamp, (iiintangibles or other taxes) are excessive in relation to consummate value to the transactions contemplated hereby and (iii) to otherwise protect and assure the Secured Party of its rights and interests hereunderLenders afforded thereby. Furthermore, each Grantor also hereby irrevocably makes, constitutes and appoints the Secured PartyAdministrative Agent, its nominee or any other person Person whom the Secured Party Administrative Agent may designate, as such Grantor’s attorney in fact when an Event of Default has occurred and is continuing, with full power and for the limited purpose to prepare and file (and, to the extent applicable, sign) in the name of such Grantor any financing statements, or amendments and supplements to financing statements, renewal financing statements, notices or any similar documents which in the Secured PartyAdministrative Agent’s reasonable discretion would be necessary or appropriate in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable until the Termination Date. Each Grantor hereby agrees that a carbon, photographic or other reproduction of this Agreement or any such financing statement is sufficient for filing as a financing statement by the Secured Party without notice thereof to such Grantor wherever the Secured Party may in its sole discretion desire to file the same.

Filing of Financing Statements, Notices, etc. Each Grantor Obligor shall execute and deliver to the Secured Party and/or file Administrative Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Secured Party Administrative Agent may reasonably request) and do all such other things as the Secured Party Administrative Agent may reasonably deem necessary or appropriate (i) to assure to the Secured Party Administrative Agent its security interests hereunder, including (A) such instruments as the Secured Party Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, financing statements (including continuation statements), (B) with regard to Copyrights, a Notice of Grant of Security Interest in United States Copyrights substantially in the form of Exhibit B or other form acceptable to the Secured PartySchedule 4(b)(i), (C) with regard to Patents, a Notice of Grant of Security Interest in United States Patents for filing with the USPTO substantially United States Patent and Trademark Office in the form of Exhibit C or other form acceptable to the Secured Party Schedule 4(b)(ii) hereto and (D) with regard to Trademarks, a Notice of Grant of Security Interest in United States Trademarks for filing with the USPTO substantially United States Patent and Trademark Office in the form of Exhibit D or other form acceptable to the Secured PartySchedule 4(b)(iii) hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Secured Party Administrative Agent, for the benefit of the Lenders, of its rights and interests hereunder. Furthermore, each Grantor Obligor also hereby irrevocably makes, constitutes and appoints the Secured PartyAdministrative Agent, its nominee or any other person whom the Secured Party Administrative Agent may designate, as such GrantorObligor’s attorney in fact with full power and for the limited purpose to prepare and file (and, to the extent applicable, sign) sign in the name of such Grantor Obligor any financing statements, or amendments and supplements to financing statements, renewal financing statements, notices or any similar documents which in the Secured PartyAdministrative Agent’s reasonable discretion would be necessary or appropriate in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable until the Termination Date. Each Grantor hereby agrees that a carbon, photographic or other reproduction of this Agreement or any such financing statement is sufficient for filing time as a financing statement by the Secured Party without notice thereof to such Grantor wherever Obligations arising under the Secured Party may Loan Documents have been paid in its sole discretion desire to file full and the sameCommitments have expired or been terminated.

Filing of Financing Statements, Notices, etc. Each Grantor The Obligor shall execute and deliver to the Secured Party and/or file Administrative Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Secured Party Administrative Agent may reasonably request) and do all such other things as the Secured Party Administrative Agent may reasonably deem necessary or appropriate (i) to assure to the Secured Party Administrative Agent its security interests hereunder, including (A) such instruments as the Secured Party Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, financing statements (including continuation statements), (B) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights substantially in the form of Exhibit B or other form acceptable to the Secured Party4(c)(i), (C) with regard to Patents, a Notice of Grant of Security Interest in Patents for filing with the USPTO substantially United States Patent and Trademark Office in the form of Exhibit C or other form acceptable to the Secured Party 4(c)(ii) hereto and (D) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the USPTO substantially United States Patent and Trademark Office in the form of Exhibit D or other form acceptable to the Secured Party4(c)(iii) hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Secured Party Administrative Agent of its rights and interests hereunder. Furthermore, each Grantor the Obligor also hereby irrevocably makes, constitutes and appoints the Secured PartyAdministrative Agent, its nominee or any other person whom the Secured Party Administrative Agent may designate, as such Grantorthe Obligor’s attorney in fact with full power and for the limited purpose to prepare and file (and, to the extent applicable, sign) sign in the name of such Grantor the Obligor any financing statements, or amendments and supplements to financing statements, renewal financing statements, notices or any similar documents which in the Secured PartyAdministrative Agent’s reasonable discretion would be necessary or appropriate in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable until the Facility Termination DateDate has occurred. Each Grantor The Obligor hereby agrees that a carbon, photographic or other reproduction of this Agreement or any such financing statement is sufficient for filing as a financing statement by the Secured Party Administrative Agent without notice thereof to such Grantor the Obligor wherever the Secured Party Administrative Agent may in its sole discretion desire to file the same.

Filing of Financing Statements, Notices, etc. Each Grantor Obligor hereby authorizes the Agent, during any Collateral Period, to prepare and file such financing statements (including renewal statements) or amendments thereof or supplements thereto or other instruments as the Agent may from time to time deem necessary or appropriate in order to perfect and maintain the security interests granted hereunder in accordance with the UCC. Each Obligor shall also execute and deliver to the Secured Party and/or file Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, ) as the Secured Party Agent may reasonably request) request and do all such other things as the Secured Party Agent may reasonably deem necessary or appropriate (i) to assure to the Secured Party Agent its security interests hereunder, including (A) such instruments as the Secured Party may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, financing statements (including continuation statements), (B) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights substantially in the form of Exhibit B or other form acceptable to the Secured Party, (C) with regard to Patents, a Notice of Grant of Security Interest in Patents for filing with the USPTO substantially in the form of Exhibit C or other form acceptable to the Secured Party and (D) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the USPTO substantially in the form of Exhibit D or other form acceptable to the Secured Party, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Secured Party Agent of its rights and interests hereunder. FurthermoreTo that end, each Grantor also Obligor hereby irrevocably makes, constitutes and appoints the Secured PartyAgent, its nominee or any other person whom the Secured Party Agent may designate, as such GrantorObligor’s attorney in attorney-in-fact with full power and for the limited purpose to prepare and file (andpurpose, during any Collateral Period, to the extent applicable, sign) sign in the name of such Grantor Obligor any financing statements, or amendments and supplements to financing statements, renewal financing statements, such notices or any similar documents which in the Secured PartyAgent’s reasonable discretion would be necessary necessary, appropriate or appropriate convenient in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable until the Termination Dateso long as this Security Agreement is in effect. Each Grantor Obligor hereby agrees that a carbon, photographic or other reproduction of this Security Agreement or any such financing statement is sufficient for filing as a financing statement by the Secured Party Agent without notice thereof to such Grantor Obligor wherever the Secured Party Agent may in its sole discretion desire to file the same. In the event for any reason the law of any jurisdiction other than New York becomes or is applicable to the Collateral of any Obligor or any part thereof, or to any of the Secured Obligations, such Obligor agrees to execute and deliver all such instruments and to do all such other things as the Agent in its sole discretion reasonably deems necessary or appropriate to preserve, protect and enforce the security interests of the Agent under the law of such other jurisdiction (and, if an Obligor shall fail to do so promptly upon the request of the Agent, then the Agent may execute any and all such requested documents on behalf of such Obligor pursuant to the power of attorney granted hereinabove).

Filing of Financing Statements, Notices, etc. Each Grantor shall execute and deliver to the Secured Party Lender and/or file such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Secured Party Lender may reasonably request) and do all such other things as the Secured Party Lender may reasonably deem necessary or appropriate (i) to assure to the Secured Party Lender its security interests hereunder, including (A) such instruments as the Secured Party Lender may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, financing statements (including continuation statements), (B) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights substantially in the form of Exhibit B or other form acceptable to the Secured Party, (C) with regard to Patents, a Notice of Grant of Security Interest in Patents for filing with the USPTO substantially in the form of Exhibit C or other form acceptable to the Secured Party and (D) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the USPTO substantially in the form of Exhibit D or other form acceptable to the Secured Party, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Secured Party Lender of its rights and interests hereunder. Furthermore, each Grantor also hereby irrevocably makes, constitutes and appoints the Secured PartyLender, its nominee or any other person whom the Secured Party Lender may designate, as such Grantor’s attorney in fact with full power and for the limited purpose to prepare and file (and, to the extent applicable, sign) in the name of such Grantor any financing statements, or amendments and supplements to financing statements, renewal financing statements, notices or any similar documents which in the Secured PartyLender’s reasonable discretion would be necessary or appropriate in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable until such time as the Termination DateSecured Obligations arising under the Loan Documents have been paid in full. Each Grantor hereby agrees that a carbon, photographic or other reproduction of this Agreement or any such financing statement is sufficient for filing as a financing statement by the Secured Party Lender without notice thereof to such Grantor wherever the Secured Party Lender may in its sole discretion desire to file the same.

Filing of Financing Statements, Notices, etc. Each Grantor Obligor shall execute and deliver to the Secured Party and/or file Administrative Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Secured Party Administrative Agent may reasonably request) and do all such other things as the Secured Party Administrative Agent may reasonably deem necessary or appropriate (i) to assure to the Secured Party Administrative Agent its security interests hereunder, including (A) such instruments as the Secured Party Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, financing statements (including continuation statements), (B) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights substantially in the form of Exhibit B or other form acceptable to the Secured Party4(c)(i), (C) with regard to Patents, a Notice of Grant of Security Interest in Patents for filing with the USPTO substantially United States Patent and Trademark Office in the form of Exhibit C or other form acceptable to the Secured Party 4(c)(ii) hereto and (D) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the USPTO substantially United States Patent and Trademark Office in the form of Exhibit D or other form acceptable to the Secured Party4(c)(iii) hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Secured Party Administrative Agent of its rights and interests hereunder. Furthermore, each Grantor Obligor also hereby irrevocably makes, constitutes and appoints the Secured PartyAdministrative Agent, its nominee or any other person whom the Secured Party Administrative Agent may designate, as such Grantor’s Obligor's attorney in fact with full power and for the limited purpose to prepare and file (and, to the extent applicable, sign) sign in the name of such Grantor Obligor any financing statements, or amendments and supplements to financing statements, renewal financing statements, notices or any similar documents which in the Secured Party’s Administrative Agent's reasonable discretion would be necessary or appropriate in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable until such time as the Termination DateObligations arising under the Loan Documents have been paid in full and the Commitments have expired or been terminated. Each Grantor Obligor hereby agrees that a carbon, photographic or other reproduction of this Agreement or any such financing statement is sufficient for filing as a financing statement by the Secured Party Administrative Agent without notice thereof to such Grantor Obligor wherever the Secured Party Administrative Agent may in its sole discretion desire to file the same.

Filing of Financing Statements, Notices, etc. Each Grantor shall execute and deliver to the Secured Party Lender and/or file such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Secured Party Lender may reasonably request) and do all such other things as the Secured Party Lender may reasonably deem necessary or appropriate (i) to assure to the Secured Party Lender its security interests hereunder, including (A) such instruments as the Secured Party Lender may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, financing statements (including continuation statements), (B) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights substantially in the form of Exhibit B or other form acceptable to the Secured PartyLender, (C) with regard to Patents, a Notice of Grant of Security Interest in Patents for filing with the USPTO substantially in the form of Exhibit C or other form acceptable to the Secured Party Lender and (D) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the USPTO substantially in the form of Exhibit D or other form acceptable to the Secured PartyLender, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Secured Party Lender of its rights and interests hereunder. Furthermore, each Grantor also hereby irrevocably makes, constitutes and appoints the Secured PartyLender, its nominee or any other person whom the Secured Party Lender may designate, as such Grantor’s attorney in fact with full power and for the limited purpose to prepare and file (and, to the extent applicable, sign) in the name of such Grantor any financing statements, or amendments and supplements to financing statements, renewal financing statements, notices or any similar documents which in the Secured PartyLender’s reasonable discretion would be necessary or appropriate in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable until the Facility Termination Date. Each Grantor hereby agrees that a carbon, photographic or other reproduction of this Agreement or any such financing statement is sufficient for filing as a financing statement by the Secured Party Lender without notice thereof to such Grantor wherever the Secured Party Lender may in its sole reasonable discretion desire to file the same.

Filing of Financing Statements, Notices, etc. Each Grantor shall execute Execute and deliver to the Secured Party and/or file Administrative Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Secured Party may reasonably request) and do all such other things things, in each case, as the Secured Party Administrative Agent may reasonably deem necessary or appropriate and may reasonably request (i) to assure to the Secured Party Administrative Agent its security interests hereunder, including (A) such instruments as the Secured Party Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including(B) with regard to Patents, without limitation, financing statements (including continuation statements)a Notice of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Office substantially in the form of Exhibit 4(c)-1 hereto, (BC) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office in substantially the form of Exhibit 4(c)-2 hereto, (D) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights substantially in the form of Exhibit B or other form acceptable to the Secured Party, (C) with regard to Patents, a Notice of Grant of Security Interest in Patents for filing with the USPTO substantially in the form of Exhibit C or other form acceptable to the Secured Party and (D) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the USPTO substantially in the form of Exhibit D or other form acceptable to the Secured Party4(c)-3, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Secured Party Administrative Agent of its rights and interests hereunder. Furthermore, each Grantor also hereby irrevocably makes, constitutes and appoints the Secured PartyAdministrative Agent, its nominee or any other person whom the Secured Party Administrative Agent may designate, as such Grantor’s attorney in fact with full power and for the limited purpose to prepare and file (and, to the extent applicable, sign) sign in the name of such Grantor any financing statements, or amendments and supplements to financing statements, renewal financing statements, notices or any similar documents which in the Secured PartyAdministrative Agent’s reasonable discretion would be necessary or appropriate in order to perfect and maintain perfection of the security interests in the Collateral granted hereunder, such power, being coupled with an interest, being and remaining irrevocable until such time as the Termination DateObligations have been paid in full (other than Secured Cash Management Agreements, Secured Hedge Agreements or contingent indemnification or expense reimbursement obligations for which no claim has been made) and the Commitments have expired or been terminated. Each Grantor hereby agrees that a carbon, photographic or other reproduction of this Agreement or any such financing statement is sufficient for filing as a financing statement by the Secured Party Administrative Agent without notice thereof to such Grantor wherever the Secured Party Administrative Agent may in its sole discretion desire to file the same. After the Closing Date, upon the reasonable request of the Administrative Agent and at the sole expense of the Grantors, each Grantor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the CHL:45826.4 Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted.

Filing of Financing Statements, Notices, etc. Each Grantor shall execute Execute and deliver to the Secured Party Lender and/or file such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Secured Party Lender may reasonably request) and do all such other things as the Secured Party Lender may reasonably deem necessary or appropriate (i) to assure to the Secured Party Lender its security interests hereunder, including (A) such instruments as the Secured Party Lender may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with under the UCC, including, without limitation, financing statements (including continuation statements)) or amendments thereof or supplements thereto, which such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of Collateral that describes such property in any other manner as the Lender may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the Collateral granted herein, including, without limitation, describing such property as “all assets, whether now owned or hereafter acquired” or “all personal property, whether now owned or hereafter acquired”, (B) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights substantially in the form of Exhibit B or other form acceptable to the Secured PartyLender, (C) with regard to Patents, a Notice of Grant of Security Interest in Patents for filing with the USPTO substantially in the form of Exhibit C or other form acceptable to the Secured Party Lender and (D) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the USPTO substantially in the form of Exhibit D or other form acceptable to the Secured PartyLender, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Secured Party Lender of its rights and interests hereunder; provided, however, no Grantor shall be required to take the foregoing actions with respect to jurisdictions outside the United States. Furthermore, each Each Grantor also hereby irrevocably makes, constitutes and appoints the Secured PartyLender, its nominee or any other person whom the Secured Party Lender may designate, as such Grantor’s attorney in fact with full power and for the limited purpose to prepare and file (and, to the extent applicable, sign) in the name of such Grantor any financing statements, or amendments and supplements to financing statements, renewal financing statements, notices or any similar documents which in the Secured PartyLender’s reasonable discretion would be necessary or appropriate in order to perfect and maintain perfection of the security interests granted hereunderand contemplated to be perfected hereunder under the Law of any jurisdiction of the United States, such power, being coupled with an interest, being and remaining irrevocable until the Facility Termination DateDate (excluding UCC financing statements and amendments, supplements, renewals and continuations thereof or thereto in customary form, such other filings shall be subject to the approval of such Grantor). Each Grantor hereby agrees that a carbon, photographic or other reproduction of this Agreement or any such financing statement is sufficient for filing as a financing statement by the Secured Party Lender without notice thereof to such Grantor wherever the Secured Party Lender may in its sole discretion desire to file the same.;

Filing of Financing Statements, Notices, etc. Each Grantor Obligor shall execute and deliver to the Secured Party and/or file Administrative Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Secured Party Administrative Agent may reasonably request) and do all such other things as the Secured Party Administrative Agent may reasonably deem necessary or appropriate (i) to assure to the Secured Party Administrative Agent its security interests hereunder, including (A) such instruments as the Secured Party Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, financing statements (including continuation statements), (B) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights substantially in the form of Exhibit B or other form acceptable to the Secured Party4(b)(iii), (C) with regard to Patents, a Notice of Grant of Security Interest in Patents for filing with the USPTO substantially United States Patent and Trademark Office in the form of Exhibit C or other form acceptable to the Secured Party 4(b)(i) hereto and (D) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the USPTO substantially United States Patent and Trademark Office in the form of Exhibit D or other form acceptable to the Secured Party4(b)(ii) hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Secured Party Administrative Agent of its rights and interests hereunder. .Furthermore, each Grantor Obligor also hereby irrevocably makes, constitutes and appoints the Secured PartyAdministrative Agent, its nominee or any other person whom the Secured Party Administrative Agent may designate, as such GrantorObligor’s attorney in fact with full power and for the limited purpose to prepare and file (and, to the extent applicable, sign) sign in the name of such Grantor Obligor any financing statements, or amendments and supplements to financing statements, renewal financing statements, notices or any similar documents which in the Secured PartyAdministrative Agent’s reasonable discretion would be necessary or appropriate in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable until such time as the Termination Date. Secured Obligations arising under the Loan Documents have been paid in full and the Commitments have expired or been terminated.Each Grantor Obligor hereby agrees that a carbon, photographic or other reproduction of this Agreement or any such financing statement is sufficient for filing as a financing statement by the Secured Party Administrative Agent without notice thereof to such Grantor Obligor wherever the Secured Party Administrative Agent may in its sole discretion desire to file the same.

Filing of Financing Statements, Notices, etc. Each Grantor Obligor shall execute and deliver to the Secured Party and/or file Administrative Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Secured Party Administrative Agent may reasonably request) and do all such other things as the Secured Party Administrative Agent may reasonably deem necessary or appropriate (i) to assure to the Secured Party Administrative Agent its security interests hereunder, including (A) such instruments as the Secured Party Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, financing statements (including continuation statements)DIP Orders and the UCC subject to the limitations set forth herein, (B) with regard to United States registered Copyrights, a Notice of Grant of Security Interest in Copyrights substantially in the form of Exhibit B or other form acceptable to the Secured Party4(b)(i), (C) with regard to United States registered Patents, a Notice of Grant of Security Interest in Patents for filing with the USPTO substantially United States Patent and Trademark Office in the form of Exhibit C or other form acceptable to the Secured Party 4(b)(ii) hereto and (D) with regard to United States registered Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the USPTO substantially United States Patent and Trademark Office in the form of Exhibit D or other form acceptable to the Secured Party4(b)(iii) hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Secured Party Administrative Agent of its rights and interests hereunder. Notwithstanding anything to the contrary in any of the Loan Documents, the Obligors shall not have any obligation to perfect any security interest or lien, or record any notice thereof, in any Copyrights, Patents or Trademarks in any jurisdiction other than the United States. Furthermore, each Grantor Obligor also hereby irrevocably makes, constitutes and appoints the Secured PartyAdministrative Agent, its nominee or any other person whom the Secured Party Administrative Agent may designate, as such GrantorObligor’s attorney in fact with full power and for the limited purpose to prepare and file (and, to the extent applicable, sign) sign in the name of such Grantor Obligor any financing statements, or amendments and supplements to financing statements, renewal financing statements, notices or any similar documents which in the Secured PartyAdministrative Agent’s reasonable discretion would be necessary or appropriate in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable until such time as the Termination DateSecured Obligations arising under the Loan Documents have been paid in full, all Letters of Credit have expired or been terminated (unless Cash Collateralized) and the Commitments have expired or been terminated. This power of attorney is conferred on the Administrative Agent solely to protect, preserve and realize upon its security interest in the Collateral. Each Grantor Obligor hereby agrees that a carbon, photographic or other reproduction of this Agreement or any such financing statement is sufficient for filing as a financing statement by the Secured Party Administrative Agent without notice thereof to such Grantor Obligor wherever the Secured Party Administrative Agent may in its sole discretion desire to file the same.

Filing of Financing Statements, Notices, etc. Each Grantor shall execute and deliver to the Secured Party Administrative Agent and/or file such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Secured Party Administrative Agent may reasonably request) and do all such other things as the Secured Party Administrative Agent may reasonably deem necessary or appropriate (i) to assure to the Secured Party Administrative Agent its security interests hereunder, including (A) such instruments as the Secured Party Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, including financing statements (including continuation statements), (B) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights substantially in the form of Exhibit B or other form acceptable to the Secured PartyAdministrative Agent, (C) with regard to Patents, a Notice of Grant of Security Interest in Patents for filing with the USPTO substantially in the form of Exhibit C or other form acceptable to the Secured Party Administrative Agent and (D) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the USPTO substantially in the form of Exhibit D or other form acceptable to the Secured PartyAdministrative Agent, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Secured Party Administrative Agent of its rights and interests hereunder. Furthermore, each Grantor also hereby irrevocably makes, constitutes and appoints the Secured PartyAdministrative Agent, its nominee or any other person whom the Secured Party Administrative Agent may designate, as such Grantor’s attorney in fact with full power and for the limited purpose to prepare and file (and, to the extent applicable, sign) in the name of such Grantor any financing statements, or amendments and supplements to financing statements, renewal financing statements, notices or any similar documents which in the Secured PartyAdministrative Agent’s reasonable discretion would be necessary or appropriate in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable until the Facility Termination Date. Each Grantor hereby agrees that a carbon, photographic or other reproduction of this Agreement or any such financing statement is sufficient for filing as a financing statement by the Secured Party Administrative Agent without notice thereof to such Grantor wherever the Secured Party Administrative Agent may in its sole discretion desire to file the same.

Filing of Financing Statements, Notices, etc. Each Grantor Such Obligor shall execute and deliver to the Secured Party and/or file Administrative Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Secured Party Administrative Agent may reasonably request) and do all such other things as the Secured Party Administrative Agent may reasonably deem necessary or appropriate (i) to assure to the Secured Party Administrative Agent its security interests hereunder, including (A) such instruments as the Secured Party Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, financing statements (including continuation statements), (B) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights substantially in the form of Exhibit B or other form acceptable to the Secured Party4(b)(i), (C) with regard to Patents, a Notice of Grant of Security Interest in Patents for filing with the USPTO substantially United States Patent and Trademark Office in the form of Exhibit C or other form acceptable to the Secured Party 4(b)(ii) hereto and (D) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the USPTO substantially United States Patent and Trademark Office in the form of Exhibit D or other form acceptable to the Secured Party4(b)(iii) hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Secured Party Administrative Agent of its rights and interests hereunder. Furthermore, each Grantor such Obligor also hereby irrevocably makes, constitutes and appoints the Secured PartyAdministrative Agent, its nominee or any other person whom the Secured Party Administrative Agent may designate, as such GrantorObligor’s attorney in fact with full power and for the limited purpose to prepare and file (and, to the extent applicable, sign) sign in the name of such Grantor Obligor any financing statements, or amendments and supplements to financing statements, renewal financing statements, notices or any similar documents which in the Secured PartyAdministrative Agent’s reasonable discretion would be necessary or appropriate in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable until such time as the Termination DateSecured Obligations arising under the Loan Documents have been paid in full and the Commitments have been terminated. Each Grantor Such Obligor hereby agrees that a carbon, photographic or other reproduction of this Agreement or any such financing statement is sufficient for filing as a financing statement by the Secured Party Administrative Agent without notice thereof to such Grantor Obligor wherever the Secured Party Administrative Agent may in its sole discretion desire to file the same.

Filing of Financing Statements, Notices, etc. Each Grantor shall execute and deliver to the Secured Party Administrative Agent and/or file such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Secured Party Administrative Agent may reasonably request) and do all such other things as the Secured Party Administrative Agent may reasonably deem necessary or appropriate (i) to assure to the Secured Party Administrative Agent its security interests hereunder, including (A) such instruments as the Secured Party Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, financing statements (including continuation statements), (B) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights substantially in the form of Exhibit B or other form acceptable to the Secured Party, (C) with regard to Patents, a Notice of Grant of Security Interest in Patents for filing with the USPTO substantially in the form of Exhibit C or other form acceptable to the Secured Party and (D) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the USPTO substantially in the form of Exhibit D or other form acceptable to the Secured Party, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Secured Party Administrative Agent of its rights and interests hereunder. Furthermore, each Grantor also hereby irrevocably makes, constitutes and appoints the Secured PartyAdministrative Agent, its nominee or any other person whom the Secured Party Administrative Agent may designate, as such Grantor’s attorney in fact with full power and for the limited purpose to prepare and file (and, to the extent applicable, sign) in the name of such Grantor any financing statements, or amendments and supplements to financing statements, renewal financing statements, notices or any similar documents which in the Secured PartyAdministrative Agent’s reasonable discretion would be necessary or appropriate in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable until the Facility Termination Date. Each Grantor hereby agrees that a carbon, photographic or other reproduction of this Agreement or any such financing statement is sufficient for filing as a financing statement by the Secured Party Administrative Agent without notice thereof to such Grantor wherever the Secured Party Administrative Agent may in its sole discretion desire to file the same.

Filing of Financing Statements, Notices, etc. Each Grantor Obligor shall execute and deliver to the Secured Party and/or file Collateral Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Secured Party Collateral Agent may reasonably request) and do all such other things as the Secured Party Collateral Agent may reasonably deem necessary or appropriate (i) to assure to the Secured Party Collateral Agent its security interests hereunder, including (A) such instruments as the Secured Party Collateral Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, financing statements (including continuation statements), (B) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights substantially in the form of Exhibit B or other form acceptable to the Secured Party4(c)(i), (C) with regard to Patents, a Notice of Grant of Security Interest in Patents for filing with the USPTO substantially United States Patent and Trademark Office in the form of Exhibit C or other form acceptable to the Secured Party 4(c)(ii) hereto and (D) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the USPTO substantially United States Patent and Trademark Office in the form of Exhibit D or other form acceptable to the Secured Party4(c)(iii) hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Secured Party Collateral Agent of its rights and interests hereunder, provided that no Obligor shall be required to (x) enter into any deposit account control agreement or take any other action with respect to deposit accounts (except to the extent provided in Section 2.15 of the Credit Agreement and other provisions in the Credit Agreement regarding Cash Collateral). Furthermore, each Grantor Obligor also hereby irrevocably makes, constitutes and appoints the Secured PartyCollateral Agent, its nominee or any other person whom the Secured Party Collateral Agent may designate, as such GrantorObligor’s attorney in fact with full power and for the limited purpose to prepare and file (and, to the extent applicable, sign) sign in the name of such Grantor Obligor any financing statements, or amendments and supplements to financing statements, renewal financing statements, notices or any similar documents which in the Secured PartyCollateral Agent’s reasonable discretion would be necessary or appropriate in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable until all Obligations have been paid in full and the Termination DateCommitments have terminated. Each Grantor Obligor hereby agrees that a carbon, photographic or other reproduction of this Agreement or any such financing statement is sufficient for filing as a financing statement by the Secured Party Collateral Agent without notice thereof to such Grantor Obligor wherever the Secured Party Collateral Agent may in its sole discretion desire to file the same.

Filing of Financing Statements, Notices, etc. Each Grantor shall execute Execute and deliver to the Secured Party and/or file such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Secured Party may reasonably request) and do all such other things as the Secured Party may reasonably deem necessary or appropriate (i) to assure to the Secured Party of its security interests hereunder, including (A) such instruments as the Secured Party may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, financing statements (including continuation statements)UCC and federal law relating to the United States Patent and Trademark Office, (B) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights substantially in the form of Exhibit B or other form acceptable to the Secured Party, (C) with regard to PatentsProduct Patent Rights that constitute Collateral, a Notice of Grant of Security Interest in Patents for filing with the USPTO substantially United States Patent and Trademark Office in the form of Exhibit C or other form acceptable to the Secured Party Schedule 4(a)(i) hereto and (DC) with regard to TrademarksProduct Trademarks that constitute Collateral, a Notice of Grant of Security Interest in Trademarks for filing with the USPTO substantially United States Patent and Trademark Office in the form of Exhibit D or other form acceptable to the Secured PartySchedule 4(a)(ii) hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Secured Party of its rights and interests hereunder. Furthermore, each the Grantor also hereby irrevocably makes, constitutes and appoints the Secured Party, its nominee or any other person whom the Secured Party may designate, as such the Grantor’s attorney in fact with full power and for the limited purpose to prepare and file (and, to the extent applicable, sign) sign in the name of such the Grantor any financing statements, or amendments and supplements to financing statements, renewal financing statements, notices (including Notices of Grant of Security with respect to Product Patent Rights and/or Product Trademarks) and intellectual property security agreements or any similar documents which in the Secured Party’s reasonable discretion would be necessary or appropriate in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable until such time as the Termination DateSecured Obligations arising under the Purchase Agreement have been paid in full and the Purchase Agreement has expired or been terminated. Each The Grantor hereby agrees that a carbon, photographic or other reproduction of this Agreement or any such financing statement is sufficient for filing as a financing statement by the Secured Party without notice thereof to such the Grantor wherever the Secured Party may in its sole discretion desire to file the same.

Filing of Financing Statements, Notices, etc. Each Grantor Obligor shall execute and deliver to the Secured Party and/or file Administrative Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Secured Party Administrative Agent may reasonably request) and do all such other things as the Secured Party Administrative Agent may reasonably deem necessary or appropriate (i) to assure to the Secured Party Administrative Agent its security interests hereunder, including (A) such instruments as the Secured Party Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, financing statements (including continuation statements), (B) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights substantially in the form of Exhibit B or other form acceptable to the Secured Party, (C) with regard to Patents, a Notice of Grant of Security Interest in Patents for filing with the USPTO substantially in the form of Exhibit C or other form acceptable to the Secured Party UCC and (D) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the USPTO substantially in the form of Exhibit D or other form acceptable to the Secured Party, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Secured Party Administrative Agent of its rights and interests hereunder. Furthermore, each Grantor Obligor also hereby irrevocably makes, constitutes and appoints the Secured PartyAdministrative Agent, its nominee or any other person whom the Secured Party Administrative Agent may designate, as such GrantorObligor’s attorney in fact with full power and for the limited purpose to prepare and file (and, to the extent applicable, sign) sign in the name of such Grantor Obligor any financing statements, or amendments and supplements to financing statements, renewal financing statements, notices or any similar documents which in the Secured PartyAdministrative Agent’s reasonable discretion would be necessary or appropriate in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable until such time as the Termination DateSecured Obligations (other than contingent indemnification obligations not yet due and payable) arising under the Loan Documents have been paid in full and the Commitments have expired or been terminated. Each Grantor Obligor hereby agrees that a carbon, photographic or other reproduction of this Agreement or any such financing statement is sufficient for filing as a financing statement by the Secured Party Administrative Agent without notice thereof to such Grantor Obligor wherever the Secured Party Administrative Agent may in its sole discretion desire to file the same.

Filing of Financing Statements, Notices, etc. Each Grantor Obligor shall execute and deliver to the Secured Party and/or file Administrative Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Secured Party Administrative Agent may reasonably request) and do all such other things as the Secured Party Administrative Agent may reasonably deem necessary or appropriate (i) to assure to the Secured Party Administrative Agent its security interests hereunder, including (A) such instruments as the Secured Party Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, financing statements (including continuation statements), (B) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights substantially in the form of Exhibit B or other form acceptable to the Secured Party4(b)(i), (C) with regard to Patents, a Notice of Grant of Security Interest in Patents for filing with the USPTO substantially United States Patent and Trademark Office in the form of Exhibit C or other form acceptable to the Secured Party 4(b)(ii) hereto and (D) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the USPTO substantially United States Patent and Trademark Office in the form of Exhibit D or other form acceptable to the Secured Party4(b)(iii) hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Secured Party Administrative Agent of its rights and interests hereunder. Furthermore, each Grantor Obligor also hereby irrevocably makes, constitutes and appoints the Secured PartyAdministrative Agent, its nominee or any other person whom the Secured Party Administrative Agent may designate, as such Grantor’s Obligor's attorney in fact with full power and for the limited purpose to prepare and file (and, to the extent applicable, sign) sign in the name of such Grantor Obligor any financing statements, or amendments and supplements to financing statements, renewal financing statements, notices or any similar documents which in the Secured Party’s Administrative Agent's reasonable discretion would be necessary or appropriate in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable until the Facility Termination DateDate has occurred. Each Grantor Obligor hereby agrees that a carbon, photographic or other electronic reproduction of this Agreement or any such financing statement is sufficient for filing as a financing statement by the Secured Party Administrative Agent without notice thereof to such Grantor Obligor wherever the Secured Party Administrative Agent may in its sole discretion desire to file the samesame in order to perfect or enforce the securing interest granted herein.

Filing of Financing Statements, Notices, etc. Each Grantor If requested by the Administrative Agent, each Obligor shall execute and deliver to the Secured Party and/or file Administrative Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Secured Party Administrative Agent may reasonably request) and do all such other things as the Secured Party Administrative Agent may reasonably deem necessary or appropriate (i) to assure to the Secured Party Administrative Agent its security interests hereunder, including (A) such instruments as the Secured Party Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, financing statements (including continuation statements), (B) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights substantially in the form of Exhibit B or other form acceptable to the Secured Party4(c)(i), (C) with regard to Patents, a Notice of Grant of Security Interest in Patents for filing with the USPTO substantially United States Patent and Trademark Office in the form of Exhibit C or other form acceptable to the Secured Party 4(c)(ii) hereto and (D) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the USPTO substantially United States Patent and Trademark Office in the form of Exhibit D or other form acceptable to the Secured Party4(c)(iii) hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Secured Party Administrative Agent of its rights and interests hereunder. Furthermore, each Grantor Obligor also hereby irrevocably makes, constitutes and appoints the Secured PartyAdministrative Agent, its nominee or any other person whom the Secured Party Administrative Agent may designate, as such Grantor’s Obligor's attorney in fact with full power and for the limited purpose to prepare and file (and, to the extent applicable, sign) sign in the name of such Grantor Obligor any financing statements, or amendments and supplements to financing statements, renewal financing statements, notices or any similar documents which in the Secured Party’s Administrative Agent's reasonable discretion would be necessary or appropriate in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable until the Facility Termination DateDate has occurred. Each Grantor Obligor hereby agrees that a carbon, photographic or other reproduction of this Agreement or any such financing statement is sufficient for filing as a financing statement by the Secured Party Administrative Agent without notice thereof to such Grantor Obligor wherever the Secured Party Administrative Agent may in its sole discretion desire to file the same.

Filing of Financing Statements, Notices, etc. Each Grantor shall execute Execute and deliver to the Secured Party Administrative Agent and/or file such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Secured Party Administrative Agent may reasonably request) and do all such other things as the Secured Party Administrative Agent may reasonably deem necessary or appropriate (i) to assure to the Secured Party Administrative Agent its security interests hereunder, including (A) such instruments as the Secured Party Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, financing statements (including continuation statements), (B) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights substantially in the form of Exhibit B or other form acceptable to the Secured PartyCopyrights, (C) with regard to Patents, a Notice of Grant of Security Interest in Patents for filing with the USPTO substantially in the form of Exhibit C or other form acceptable to the Secured Party and (D) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the USPTO substantially in the form of Exhibit D or other form acceptable to the Secured PartyUSPTO, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Secured Party Administrative Agent of its rights and interests hereunder. Furthermore, each such Grantor also hereby irrevocably makes, constitutes and appoints the Secured PartyAdministrative Agent, its nominee or any other person whom the Secured Party Administrative Agent may designate, as such Grantor’s attorney in fact with full power and for the limited purpose to prepare and file (and, to the extent applicable, sign) in the name of such Grantor any financing statements, or amendments and supplements to financing statements, renewal financing statements, notices or [Hain] Security and Pledge Agreement #66940863 any similar documents which in the Secured PartyAdministrative Agent’s reasonable discretion would be necessary or appropriate in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable until the Termination earlier of (A) such time as the Obligations arising under the Loan Documents have been paid in full and the Commitments have been terminated and (B) the Maturity Date. Each Such Grantor hereby agrees that a carbon, photographic or other reproduction of this Agreement or any such financing statement is sufficient for filing as a financing statement by the Secured Party Administrative Agent without notice thereof to such Grantor wherever the Secured Party Administrative Agent may in its sole reasonable discretion desire to file the same.

Filing of Financing Statements, Notices, etc. Each Grantor Obligor shall execute and deliver to the Secured Party and/or file Administrative Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Secured Party Administrative Agent may reasonably request) and do all such other things as the Secured Party Administrative Agent may reasonably deem necessary or appropriate (i) to assure to the Secured Party Administrative Agent its security interests hereunder, including (A) such instruments as the Secured Party Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, financing statements (including continuation statements), (B) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights substantially in the form of Exhibit B or other form acceptable to the Secured Party, (C) with regard to Patents, a Notice of Grant of Security Interest in Patents for filing with the USPTO substantially United States Patent and Trademark Office in the form of Exhibit C or other form acceptable to the Secured Party and 4(b)(i) hereto, (DC) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the USPTO substantially United States Patent and Trademark Office in the form of Exhibit D or other 4(b)(ii) hereto and (D) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights in the form acceptable to the Secured Partyof Exhibit 4(b)(iii) hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Secured Party Administrative Agent of its rights and interests hereunder. Furthermore, each Grantor Obligor also hereby irrevocably makes, constitutes and appoints the Secured PartyAdministrative Agent, its nominee or any other person whom the Secured Party Administrative Agent may designate, as such GrantorObligor’s attorney in fact with full power and for the limited purpose to prepare and file (and, to the extent applicable, sign) sign in the name of such Grantor Obligor any financing statements, or amendments and supplements to financing statements, renewal financing statements, notices or any similar documents which in the Secured PartyAdministrative Agent’s reasonable discretion would be necessary or appropriate in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable until such time as the Termination DateSecured Obligations arising under the Loan Documents have been paid in full (other than contingent indemnifications for which no claim has been made) and the Commitments have expired or been terminated. Each Grantor Obligor hereby agrees that a carbon, photographic or other reproduction of this Agreement or any such financing statement is sufficient for filing as a financing statement by the Secured Party Administrative Agent without notice thereof to such Grantor Obligor wherever the Secured Party Administrative Agent may in its sole discretion desire to file the same.

Filing of Financing Statements, Notices, etc. Each Grantor Obligor shall execute and deliver to the Secured Party and/or file Lender such agreements, assignments or instruments (including including, without limitation, affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Secured Party Lender may reasonably request) and do all such other things as the Secured Party Lender may reasonably deem necessary or appropriate (i) to assure to the Secured Party Lender its security interests hereunder, including including, without limitation, (A) such instruments as the Secured Party Lender may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, financing statements (including continuation statements)UCC or otherwise in compliance with the requirements of the Applicable Law of the relevant jurisdiction, (B) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights substantially in the form of Exhibit B or other form acceptable to the Secured Party4(b)(i), (C) with regard to Patents, a Notice of Grant of Security Interest in Patents for filing with the USPTO substantially United States Patent and Trademark Office in the form of Exhibit C or other form acceptable to the Secured Party 4(b)(ii) hereto and (D) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the USPTO substantially United States Patent and Trademark Office in the form of Exhibit D or other form acceptable to the Secured Party4(b)(iii) hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Secured Party Lender of its rights and interests hereunder. Furthermore, each Grantor Obligor also hereby irrevocably makes, constitutes and appoints the Secured PartyLender, its nominee or any other person Person whom the Secured Party Lender may designate, as such GrantorObligor’s attorney in fact with full power and for the limited purpose to prepare and file (and, to the extent applicable, sign) sign in the name of such Grantor Obligor any financing statements, or amendments and supplements to financing statements, renewal financing statements, notices or any similar documents which in the Secured PartyLender’s reasonable discretion would be necessary or appropriate in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable until such time as the Termination DateObligations arising under the Credit Documents have been indefeasibly paid in full and the Commitments have expired or terminated. Each Grantor Obligor hereby agrees that a carbon, photographic or other reproduction of this Agreement or any such financing statement (or amendment thereof or supplement thereto) is sufficient for filing as a financing statement (or amendment thereof or supplement thereto) by the Secured Party Lender without notice thereof to such Grantor Obligor wherever the Secured Party Lender may in its sole discretion desire to file the same.

Filing of Financing Statements, Notices, etc. Each Grantor hereby authorizes the Agent to prepare and file such financing statements (including continuation statements) or amendments thereof or supplements thereto or other instruments as the Agent may from time to time reasonably deem necessary or appropriate in order to perfect and maintain the security interests granted hereunder in accordance with the UCC and each such Grantor hereby ratifies all such financing statements heretofore filed by the Agent. Each Grantor shall also execute and deliver to the Secured Party and/or file Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Secured Party Agent may reasonably request) and do all such other things as the Secured Party Agent may reasonably deem necessary or appropriate (i) to assure to the Secured Party Agent of its security interests hereunder, including (A) such instruments as the Secured Party may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, financing statements (including continuation statements), (B) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights substantially in the form of Exhibit B or other form acceptable to Collateral and the Secured Party, (C) with regard to Patents, a Notice of Grant of Security Interest in Patents for filing with the USPTO substantially in the form of Exhibit C or other form acceptable to the Secured Party attachment and (D) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the USPTO substantially in the form of Exhibit D or other form acceptable to the Secured Partyperfection thereof, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Secured Party Agent of its rights and interests hereunder. FurthermoreIn addition, each Grantor also hereby irrevocably makeswill, constitutes and appoints the Secured Partyat its own expense, its nominee or any other person whom the Secured Party may designatemake, as such Grantor’s attorney in fact with full power and for the limited purpose to prepare and execute, endorse, acknowledge, file (and, and/or deliver to the extent applicableAgent from time to time, sign) upon the reasonable request of the Agent, all such lists, descriptions and designations of its Collateral, warehouse receipts, receipts in the name nature of such Grantor any warehouse receipts, bills of lading, document of title, vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, power of attorney, certificates, reports and other assurances or amendments instruments and supplements take all such further steps relating to financing statements, renewal financing statements, notices the Collateral and other property or any similar documents which in the Secured Party’s reasonable discretion would be necessary or appropriate in order to perfect and maintain perfection of rights covered by the security interests granted hereunderhereby granted, such powerwhich the Agent shall from time to time deem reasonably appropriate to perfect, being coupled with an interest, being and remaining irrevocable until preserve or protect its security interests in the Termination DateCollateral. Each Such Grantor also hereby agrees that a carbon, photographic or other reproduction of this Agreement or ratifies its authorization for the Agent to have filed any such initial financing statement is sufficient for filing as a financing statement by or amendment thereto under the Secured Party without notice thereof UCC in effective in any jurisdiction if filed prior to such Grantor wherever the Secured Party may in its sole discretion desire to file the samedate hereof.

Filing of Financing Statements, Notices, etc. Each Grantor Obligor shall execute and deliver to the Secured Party and/or file Administrative Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Secured Party Administrative Agent may reasonably request) and do all such other things as the Secured Party Administrative Agent may reasonably deem necessary or appropriate (i) to assure to the Secured Party Administrative Agent its security interests hereunder, including (A) such instruments as the Secured Party Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, financing statements (including continuation statements), (B) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights substantially for filing with the United States Copyright Office in the form of Exhibit B or other form acceptable to the Secured Party4(b)(i) hereto, (C) with regard to Patents, a Notice of Grant of Security Interest in Patents for filing with the USPTO substantially United States Patent and Trademark Office in the form of Exhibit C or other form acceptable to the Secured Party 4(b)(ii) hereto and (D) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the USPTO substantially United States Patent and Trademark Office in the form of Exhibit D or other form acceptable to the Secured Party4(b)(iii) hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Secured Party Administrative Agent of its rights and interests hereunder. Furthermore, each Grantor Obligor also hereby irrevocably makes, constitutes and appoints the Secured PartyAdministrative Agent, its nominee or any other person Person whom the Secured Party Administrative Agent may designate, as such GrantorXxxxxxx’s attorney in attorney-in-fact with full power and for the limited purpose to prepare and file (and, to the extent applicable, sign) sign in the name of such Grantor Obligor any financing statements, or amendments and supplements to financing statements, renewal financing statements, notices or any similar documents which in the Secured PartyAdministrative Agent’s reasonable discretion would be necessary or appropriate in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable until such time as the Termination DateSecured Obligations arising under the Loan Documents have been paid in full (other than contingent indemnification obligations for which no claim has been made) and the Commitments have expired or been terminated. Each Grantor Obligor hereby agrees that a carbon, photographic or other reproduction of this Agreement or any such financing statement is sufficient for filing as a financing statement by the Secured Party Administrative Agent without notice thereof to such Grantor Obligor wherever the Secured Party Administrative Agent may in its sole discretion desire to file the same.