Common use of Financing Statements and Other Filings; Maintenance of Perfected Security Interest Clause in Contracts

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor represents and warrants that the only filings, registrations and recordings necessary to perfect the security interest granted by each Grantor to the Agent (for the benefit of the Secured Parties and, to the extent provided for in Section 10.1, for the benefit of the 2037 ASC Debentures Holders) pursuant to this Security Agreement in respect of the Collateral in which the security interest may be perfected by such filings, recording and registration are listed on Schedule II hereto. Each Grantor represents and warrants that all such filings, registrations and recordings have been delivered to the Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule II. Each Grantor agrees that at the sole cost and expense of the Grantors, (i) such Grantor will maintain the security interest created by this Security Agreement in the Collateral as a perfected security interest subject to no Liens other than Permitted Liens and shall defend such security interest against the claims and demands of all Persons (other than with respect to Permitted Liens), (ii) such Grantor shall furnish to the Agent from time to time such other reports in connection with the Collateral as the Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the reasonable written request of the Agent, such Grantor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Agent may reasonably request, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable Laws) in effect in any United States jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Agent and in such offices (including, without limitation, the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case to perfect, continue and maintain a valid, enforceable, first priority security interest (subject to Permitted Liens having priority under applicable Law and the Liens of the ABL Collateral Agent in the ABL Priority Collateral as provided herein) and to preserve the other rights and interests granted to the Agent hereunder, as against the Grantors and third parties (other than with respect to Permitted Liens), with respect to the Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor represents and warrants that the only filings, registrations and recordings necessary to perfect the security interest interests granted by each Grantor to the Agent (for the benefit of the Secured Parties and, to the extent provided for in Section 10.1, for the benefit of the 2037 ASC Debentures Holders) pursuant to this Security Agreement in respect will, upon completion of the Collateral in which the security interest may be perfected by such filings, recording filings and registration are listed other actions specified on Schedule II hereto. Each Grantor represents (which, in the case of all filings and warrants that all such filingsother documents referred to on said Schedule, registrations and recordings have been or will be delivered to the Agent in completed and, to the extent necessary or appropriateif applicable, duly executed form in accordance with the Credit Agreement and the other Loan Documents) constitute valid perfected security interests in all of the Collateral as of the date hereof in favor of the Agent, for filing the ratable benefit of the Credit Parties, as collateral security for such Grantor’s Secured Obligations, enforceable in each governmental, municipal or other office specified in Schedule IIaccordance with the terms hereof against all creditors of such Grantor and any Persons purporting to purchase any Collateral from such Grantor. Each Grantor agrees that at the sole cost and expense of the Grantors, (i) such Grantor will maintain the security interest created by this Security Agreement in the Collateral as a perfected security interest subject to no Liens other than Permitted Liens having the priority required by the Credit Agreement and shall defend such security interest against the claims and demands of all Persons (other than with respect to Permitted LiensEncumbrances and subject to the rights of the Grantors to dispose of the Collateral to the extent permitted under the Loan Documents), (ii) such Grantor shall furnish to the Agent from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the reasonable written request of the Agent, such Grantor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Agent may reasonably requestrequest for the purpose of obtaining or preserving the full benefits of this Agreement and the other Loan Documents and the rights and powers herein and therein granted, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable Laws) in effect in any United States jurisdiction with respect and, to the security interest created hereby and extent applicable, the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Agent and in such offices (including, without limitation, the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case to perfect, continue and maintain a valid, enforceable, first priority security interest (subject to Permitted Liens having priority under applicable Law and the Liens of the ABL Collateral Agent in the ABL Priority Collateral as provided herein) and to preserve the other rights and interests granted to the Agent hereunder, as against the Grantors and third parties (other than with respect to Permitted Liens), with respect to the Collateralmay reasonably request.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor represents and warrants that the only UCC Financing Statements or other appropriate filings, recordings or registrations and recordings containing a description of the Collateral (including, without limitation, the UCC Financing Statements identified on SCHEDULE II hereto) have been or will be timely filed in each governmental, municipal or other office in the United States (or any political subdivision thereof) as is necessary to perfect publish notice of and protect the validity of and to establish a legal, valid and perfected security interest granted by each Grantor to in favor of the Collateral Agent (for the benefit of the Secured Parties and, to the extent provided for in Section 10.1, for the benefit of the 2037 ASC Debentures HoldersParties) pursuant to this Security Agreement in respect of the all Collateral in which the security interest Security Interest may be perfected by such filingsfiling, recording or registration in the United States (or any political subdivision thereof) and no further or subsequent filing, refiling, recording, rerecording, registration are listed on Schedule II hereto. Each Grantor represents and warrants that all or re-registration is necessary in any such filingsjurisdiction, registrations and recordings have been delivered except as provided under applicable Law with respect to the Agent filing of continuation statements or as a result of any change in completed anda Grantor’s name or jurisdiction of incorporation or formation or under any other circumstances under which, pursuant to the extent necessary UCC, filings previously made have become misleading or appropriate, duly executed form for filing ineffective in each governmental, municipal whole or other office specified in Schedule IIpart. Each Grantor agrees that that, at the sole cost and expense of the Grantors, (i) such Grantor will maintain the security interest created by this Security Agreement in the Collateral as a perfected security interest subject to no Liens other than Permitted Liens having the priority set forth in the Intercreditor Agreement and shall defend such security interest against the claims and demands of all Persons (other than with respect to Permitted Liens), and (ii) such Grantor shall furnish to the Agent from time to time such other reports in connection with the Collateral as the Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the reasonable written request of the Collateral Agent, such Grantor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably requestdeem necessary for the purpose of obtaining or preserving the full benefits of this Agreement and the rights and powers herein granted, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable Laws) in effect in any United States jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Collateral Agent and in such offices (including, without limitation, the United States Patent and Trademark Office USPTO and the United States Copyright OfficeUSCO) wherever required by applicable Law in each case to perfect, continue and maintain a valid, enforceable, first priority enforceable security interest (subject to Permitted Liens having priority under applicable Law and the Liens of the ABL Collateral Agent in the ABL Priority Collateral as provided herein) herein and to preserve the other rights and interests granted to the Collateral Agent hereunder, as against the Grantors and third parties (other than with respect to Permitted Liens), with respect to the Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor Pledgor represents and warrants that the only all filings, registrations and recordings necessary to create and perfect the security interest granted by each Grantor it to the Collateral Agent (for the benefit of the Secured Parties and, to the extent provided for in Section 10.1, for the benefit of the 2037 ASC Debentures Holders) pursuant to this Security Agreement in respect of the Pledged Collateral in which the security interest may be perfected by such filings, recording and registration are listed on Schedule II hereto. Each Grantor represents and warrants that all such filings, registrations and recordings have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriatenecessary, duly executed form for filing in each governmental, municipal or other office specified in Schedule II7 annexed to the Perfection Certificate. Each Grantor Pledgor agrees that at the sole cost and expense of the GrantorsPledgors, (i) such Grantor Pledgor will maintain the security interest created by this Security Agreement in the Pledged Collateral as a perfected first priority security interest subject to no Liens other than Permitted Liens and shall defend such security interest against the claims and demands of all Persons (other than with respect to persons except Permitted Collateral Liens), (ii) such Grantor Pledgor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Pledged Collateral and such other reports in connection with the Pledged Collateral as the Collateral Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the reasonable written request of the Collateral Agent, such Grantor Pledgor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably requestrequest for the purpose of obtaining or preserving the full benefits of this Agreement and the rights and powers herein granted, including the filing of any financing statements, continuation statements and other documents (including this Security the Agreement) under the UCC Uniform Commercial Code (or other applicable Lawssimilar laws) in effect in any United States jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Collateral Agent and in such offices (including, without limitation, the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case law to perfect, continue and maintain a valid, enforceable, first priority security interest (subject to Permitted Liens having priority under applicable Law and the Liens of the ABL Collateral Agent in the ABL Priority Pledged Collateral as provided herein) herein and to preserve the other rights and interests granted to the Collateral Agent hereunder, as against the Grantors and third parties (other than with respect to Permitted Liens)parties, with respect to the Pledged Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor Pledgor represents and warrants that the only filings, registrations and recordings all filings necessary to perfect the security interest granted by each Grantor it to the Administrative Agent (for the benefit of the Secured Parties and, to the extent provided for in Section 10.1, for the benefit of the 2037 ASC Debentures Holders) pursuant to this Security Agreement in respect of the Pledged Collateral in which (to the security interest extent such Pledged Collateral may be perfected under Applicable Law by such filings, recording and registration are listed on Schedule II hereto. Each Grantor represents and warrants that all such filings, registrations and recordings filing) have been delivered to the Administrative Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule II7 annexed to the Perfection Certificate. Each Grantor Pledgor agrees that at the sole cost and expense of the GrantorsPledgors, (i) such Grantor Pledgor will maintain the security interest created by this Security Agreement in the Pledged Collateral as a perfected first priority security interest subject to no Liens other than Permitted Liens and shall defend such security interest against the claims and demands of all Persons (other than with respect to persons except Permitted Collateral Liens), (ii) such Grantor Pledgor shall furnish to the Administrative Agent from time to time statements and schedules further identifying and describing the Pledged Collateral and such other reports in connection with the Pledged Collateral as the Administrative Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the reasonable written request of the Administrative Agent, such Grantor Pledgor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Administrative Agent may reasonably requestrequest for the purpose of obtaining or preserving the full benefits of this Agreement and the rights and powers herein granted, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable Lawssimilar laws) in effect in any United States jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Administrative Agent and in such offices (including, without limitation, including the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case law to perfectperfect (to the extent such Pledged Collateral may be so perfected under Applicable Law), continue and maintain a valid, enforceable, first priority security interest (subject to Permitted Liens having priority under applicable Law and the Liens of the ABL Collateral Agent in the ABL Priority Pledged Collateral as provided herein) herein and to preserve the other rights and interests granted to the Administrative Agent hereunder, as against the Grantors and third parties (other than with respect to Permitted Liens)parties, with respect to the Pledged Collateral; provided that so long as no Event of Default has occurred and is continuing, this Section 3.3 shall not be construed to restrict any Pledgor from abandoning or failing to pursue or enforce any Intellectual Property Collateral or registrations or applications therefor, which actions or inactions are taken in such Pledgor’s commercially reasonable discretion and would not reasonably be expected to materially impair the value of such Intellectual Property Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor Pledgor represents and warrants that the only filings, registrations and recordings necessary and appropriate to create, preserve, protect, publish notice of and perfect the security interest granted by each Grantor Pledgor to the Collateral Agent (for the benefit of the Secured Parties and, to the extent provided for in Section 10.1, for the benefit of the 2037 ASC Debentures HoldersParties) pursuant to this Security Agreement in respect of the Pledged Collateral in which the security interest may be perfected by such filings, recording and registration are listed on in Schedule II hereto7 annexed to the Perfection Certificate. Each Grantor Pledgor represents and warrants that all such filings, registrations and recordings have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule II7 annexed to the Perfection Certificate and shall be filed, registered and recorded immediately after the date thereof. Each Grantor Pledgor agrees that at the sole cost and expense of the GrantorsPledgors, (i) such Grantor Pledgor will maintain the security interest created by this Security Agreement in the Pledged Collateral as a perfected first priority security interest subject to no Liens other than Permitted Liens and shall defend such security interest against the claims and demands of all Persons (other than with respect to Permitted Liens)Persons, (ii) such Grantor Pledgor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Pledged Collateral and such other reports in connection with the Pledged Collateral as the Collateral Agent may deem reasonably requestnecessary, all in reasonable detail and (iii) at any time and from time to time, upon the reasonable written request of the Collateral Agent, such Grantor Pledgor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may deem reasonably requestnecessary for the purpose of obtaining or preserving the full benefits of this Agreement and the rights and powers herein granted, including the filing of any financing statements, continuation statements and other documents (including this Security the Agreement) under the UCC Uniform Commercial Code (or other applicable Lawssimilar laws) in effect in any United States jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Collateral Agent and in such offices (including, without limitation, the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case law to perfect, continue and maintain a valid, enforceable, first priority security interest (subject to Permitted Liens having priority under applicable Law and the Liens of the ABL Collateral Agent in the ABL Priority Pledged Collateral as provided herein) herein and to preserve the other rights and interests granted to the Collateral Agent hereunder, as against the Grantors and third parties (other than with respect to Permitted Liens)parties, with respect to the Pledged Collateral. Each Pledgor hereby authorizes the Collateral Agent to file any such financing or continuation statement or other document without the signature of such Pledgor where permitted by law, including, without limitation, the filing of a financing statement describing the Pledged Collateral as “all assets in which the Pledgor now owns or hereafter acquires rights.”

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor Pledgor represents and warrants that the only filings, registrations and recordings all filings necessary to perfect the security interest granted by each Grantor it to the Collateral Agent (for the benefit of the Secured Parties and, to the extent provided for in Section 10.1, for the benefit of the 2037 ASC Debentures Holders) pursuant to this Security Agreement in respect of the Pledged Collateral in which the security interest may be perfected by such filings, recording and registration are listed on Schedule II hereto. Each Grantor represents and warrants that all such filings, registrations and recordings have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule II6 annexed to the Perfection Certificate. Each Grantor Pledgor agrees that at the sole cost and expense of the GrantorsPledgors, (i) such Grantor Pledgor will maintain the security interest created by this Security Agreement in the Pledged Collateral as a perfected first priority security interest subject to no Liens other than Permitted Liens and shall defend such security interest against the claims and demands of all Persons (other than with respect to persons except Permitted Collateral Liens), (ii) such Grantor Pledgor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Pledged Collateral and such other reports in connection with the Pledged Collateral as the Collateral Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the reasonable written request of the Collateral Agent, such Grantor Pledgor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably requestrequest for the purpose of obtaining or preserving the full benefits of this Agreement and the rights and powers herein granted, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC Uniform Commercial Code (or other applicable Lawssimilar laws) in effect in any United States jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Collateral Agent and in such offices (including, without limitation, including the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case law to perfect, continue and maintain a valid, enforceable, first priority security interest (subject to Permitted Liens having priority under applicable Law and the Liens of the ABL Collateral Agent in the ABL Priority Pledged Collateral as provided herein) herein and to preserve the other rights and interests granted to the Collateral Agent hereunder, as against the Grantors and third parties (other than with respect to Permitted Liens)parties, with respect to the Pledged Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor represents and warrants that the only filings, registrations and recordings necessary and appropriate to create, preserve, protect, publish notice of and perfect the security interest granted by each Grantor to the Agent (for the benefit of the Secured Parties and, to the extent provided for in Section 10.1, for the benefit of the 2037 ASC Debentures HoldersCredit Parties) pursuant to this Security Agreement in respect of the Collateral in which the security interest may be perfected by such filings, recording and registration are listed on Schedule II hereto. Each Grantor represents and warrants that all such filings, registrations and recordings have been delivered to the Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule II, in each case to the extent the Collateral consists of the type of property in which a security interest may be perfected by filing such financing statement under the UCC as enacted in any relevant jurisdiction or by filing any applicable intellectual property filing in the United States Patent and Trademark Office or in the United States Copyright Office. Each Grantor agrees that at the sole cost and expense of the Grantors, (i) such Grantor will maintain the security interest created by this Security Agreement in the Collateral as a perfected first priority security interest subject to no Liens other than Permitted Liens and shall defend such security interest against the claims and demands of all Persons (other than with respect to Permitted LiensEncumbrances), (ii) such Grantor shall furnish to the Agent from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the reasonable written request of the Agent, such Grantor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Agent may reasonably request, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable Laws) in effect in any United States jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, to the extent required under the Loan Documents, all in form reasonably satisfactory to the Agent and in such offices (including, without limitation, the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case to perfect, continue and maintain a valid, enforceable, first priority security interest (subject to Permitted Liens having priority under applicable Law and the Liens of the ABL Collateral Agent in the ABL Priority Collateral as provided herein) herein and to preserve the other rights and interests granted to the Agent hereunder, as against the Grantors and third parties (other than with respect to Permitted LiensEncumbrances), with respect to the Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor represents and warrants that the only filings, registrations and recordings necessary and appropriate in the United States to create, preserve, protect and perfect the security interest granted by each such Grantor to the Collateral Agent (for the benefit of the Secured Parties and, to the extent provided for in Section 10.1, for the benefit of the 2037 ASC Debentures HoldersCredit Parties) pursuant to this Security Agreement in respect of the Collateral in which the security interest may be perfected by such filings, recording and registration are listed on in Schedule II hereto1.04 to the Perfection Certificate. Each Grantor represents and warrants that all such filings, registrations and recordings have been delivered to the Collateral Agent in completed (and, to the extent necessary or appropriate, duly executed executed) form for filing in each governmental, municipal or other office specified in Schedule II1.04 to the Perfection Certificate. Each Grantor agrees that at the sole cost and expense of the Grantors, (i) such Grantor will take such actions as are necessary to maintain the security interest created by this Security Agreement in the Collateral as a perfected first priority security interest and, subject to no Liens other than Permitted Liens and Encumbrances, shall take such commercially reasonable actions as are necessary to defend such security interest against the claims and demands of all Persons (other than with respect to Permitted Liens)Persons, (ii) such Grantor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral Collateral, in each case as the Collateral Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the reasonable written request of the Collateral Agent, such Grantor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably requestdeem necessary for the purpose of obtaining or preserving the full benefits of this Agreement and the rights and powers herein granted, including the filing of any financing statements, continuation statements and other documents (including this Security the Agreement) under the UCC (or other applicable Laws) in effect in any United States jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Blocked Account Agreements, all in form reasonably satisfactory to the Collateral Agent and in such offices (including, without limitation, the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case law to perfect, continue and maintain a valid, enforceable, first priority security interest (subject to Permitted Liens having priority under applicable Law and the Liens of the ABL Collateral Agent in the ABL Priority Collateral as provided herein) herein and to preserve the other rights and interests granted to the Collateral Agent hereunder, as against the Grantors and third parties (other than with respect to Permitted LiensEncumbrances), with respect to the Collateral; provided, however, that no Grantor shall be required to make any filings or take any other action to create, record or perfect the Collateral Agent’s security interest on any Collateral outside of the United States or enter into security or pledge agreements governed by laws other than the laws of the United States, any state thereof or the District of Columbia.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor Pledgor represents and warrants that the only all filings, registrations and recordings necessary to perfect the security interest granted by each Grantor to the Agent (for the benefit of the Secured Parties and, to the extent provided for in Section 10.1, for the benefit of the 2037 ASC Debentures Holders) pursuant to this Security Agreement in respect of the Collateral in which the security interest may be perfected by such filings, recording and registration are listed described on Schedule II hereto. Each Grantor represents and warrants that all such filings, registrations and recordings hereto have been delivered to the Collateral Agent in completed (and, to the extent necessary or appropriate, duly executed executed) form for filing in each governmental, municipal or other office specified in Schedule IIII and have been filed in accordance with a letter agreement previously executed by the Pledgors, authorizing such pre-filing, or shall be filed, registered and recorded immediately after the date thereof. Each Grantor Pledgor agrees that at the sole cost and expense of the GrantorsPledgors, (i) such Grantor Pledgor will maintain the security interest created by this Security Agreement in the Collateral as a perfected security interest subject to no Liens other than Permitted Liens and shall defend such security interest against the claims and demands of all Persons (other than with respect to Permitted LiensEncumbrances), (ii) such Grantor Pledgor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the reasonable written request of the Collateral Agent, such Grantor Pledgor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may deem reasonably requestnecessary for the purpose of obtaining or preserving the full benefits of this Agreement and the rights and powers herein granted, including the filing of any financing statements, continuation statements and other documents (including this Security the Agreement) under the UCC (or other applicable Laws) in effect in any United States jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Blocked Account Agreements, all in form reasonably satisfactory to the Collateral Agent and in such offices (including, without limitation, the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case law to perfect, continue and maintain a valid, enforceable, first priority security interest (subject to Permitted Liens having priority under applicable Law and the Liens of the ABL Collateral Agent in the ABL Priority Collateral as provided herein) herein and to preserve the other rights and interests granted to the Collateral Agent hereunder, as against the Grantors and third parties (other than with respect to Permitted LiensEncumbrances), with respect to the Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor Pledgor represents and warrants that the only all filings, registrations and recordings necessary to create and perfect the security interest granted by each Grantor it to the Collateral Agent (for the benefit of the Secured Parties and, to the extent provided for in Section 10.1, for the benefit of the 2037 ASC Debentures Holders) pursuant to this Security Agreement in respect of the Pledged Collateral in which the security interest may be perfected by such filings, recording and registration are listed on Schedule II hereto. Each Grantor represents and warrants that all such filings, registrations and recordings have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriatenecessary, duly executed form for filing in each governmental, municipal or other office specified in Schedule II7 annexed to the Perfection Certificate. Each Grantor Pledgor agrees that at the sole cost and expense of the GrantorsPledgors, (i) such Grantor Pledgor will maintain the security interest created by this Security Agreement in the Pledged Collateral as a perfected first priority security interest subject to no Liens other than Permitted Liens and shall defend such security interest against the claims and demands of all Persons (other than with respect to persons except Permitted Collateral Liens), (ii) such Grantor Pledgor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Pledged Collateral and such other reports in connection with the Pledged Collateral as the Collateral Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the reasonable written request of the Collateral Agent, such Grantor Pledgor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably requestrequest for the purpose of obtaining or preserving the full benefits of this Agreement and the rights and powers herein granted, including the filing of any financing statements, continuation statements and other documents (including this Security the Agreement) under the UCC PPSA (or other applicable Lawssimilar laws) in effect in any United States jurisdiction with respect to the security interest created hereby and the execution and delivery of Deposit Account Control Agreements, all in form reasonably satisfactory to the Collateral Agent and in such offices (including, without limitation, the United States Patent and Trademark Office and the United States Copyright Officeor any similar office in Canada) wherever required by applicable Law in each case law to perfect, continue and maintain a valid, enforceable, first priority security interest (subject to Permitted Liens having priority under applicable Law and the Liens of the ABL Collateral Agent in the ABL Priority Pledged Collateral as provided herein) herein and to preserve the other rights and interests granted to the Collateral Agent hereunder, as against the Grantors and third parties (other than with respect to Permitted Liens)parties, with respect to the Pledged Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor Subject to Section 3.4, each Pledgor represents and warrants that the only all filings, registrations and recordings necessary to perfect the security interest granted by each Grantor Pledgor to the Collateral Agent (for the benefit of the Secured Parties and, to the extent provided for in Section 10.1, for the benefit of the 2037 ASC Debentures Holders) pursuant to this Security Agreement in respect of the Pledged Collateral in which the security interest may shall be perfected by such filings, recording and registration are listed on Schedule II hereto. Each Grantor represents and warrants that all such filings, registrations and recordings have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule II7 to the Perfection Certificate no later than thirty (30) days after the date hereof (as such period may be extended in the sole discretion of the Administrative Agent). Each Grantor Pledgor agrees that at the sole cost and expense of the GrantorsPledgors, (i) such Grantor Pledgor will maintain the security interest created by this Security Agreement in the Pledged Collateral as a valid, enforceable, perfected first priority security interest (subject only to no Liens other than Permitted Liens Liens) and shall defend such security interest against the claims and demands of all Persons (other than with respect to Permitted Liens)persons, (ii) such Grantor Pledgor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Pledged Collateral and such other reports in connection with the Pledged Collateral as the Collateral Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the reasonable written request of the Collateral Agent, such Grantor Pledgor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably requestrequest for the purpose of obtaining or preserving the full benefits of this Agreement and the rights and powers herein granted, including (x) the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable Lawssimilar laws) in effect in any United States jurisdiction with respect to the security interest created hereby and (y) the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Collateral Agent and in such offices (including, without limitation, including the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law Legal Requirements to perfect (to the extent a security interest in each case to perfectsuch Pledged Collateral may be so perfected under applicable Legal Requirements), continue and maintain a valid, enforceable, first priority security interest (subject to Permitted Liens having priority under applicable Law and the Liens of the ABL Collateral Agent Liens) in the ABL Priority Pledged Collateral as provided herein) herein and to use commercially reasonable efforts to preserve the other rights and interests granted to the Collateral Agent hereunder, as against the Grantors and third parties (other than with respect to Permitted Liens)parties, with respect to the Pledged Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor Pledgor represents and warrants that the only filings, registrations and recordings necessary under any applicable Legal Requirements in the United States to perfect the security interest granted by each Grantor Pledgor to the Noteholder Collateral Agent (for the benefit of the Secured Parties and, to the extent provided for in Section 10.1, for the benefit of the 2037 ASC Debentures Holders) pursuant to this Security Agreement in respect of the Collateral in which the security interest may be perfected by such filings, recording and registration are listed on Schedule II hereto7 to the Perfection Certificate. Each Grantor represents and warrants that all All such filings, registrations and recordings have been delivered to the Noteholder Collateral Agent in completed and, to the extent necessary necessary, advisable or appropriateprudent, duly executed form for filing in each applicable governmental, municipal or other office specified in on Schedule II7 to the Perfection Certificate. Each Grantor Pledgor agrees that at the sole cost and expense of the GrantorsPledgors, (i) such Grantor Pledgor will maintain the security interest created by this Security Agreement in the Collateral as a valid and enforceable perfected first priority security interest (subject to no Liens other than Permitted Liens and the Intercreditor Agreement) and shall defend such security interest against the claims and demands of all Persons (other than with respect to Permitted Liens)Persons, (ii) such Grantor Pledgor shall furnish to the Noteholder Collateral Agent from time to time statements and schedules further identifying and describing the Collateral as required by Section 3.7 or by the applicable provisions of Legal Requirements in the United States, and such other reports in connection with the Collateral as the Noteholder Collateral Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the reasonable written request of the Noteholder Collateral Agent, such Grantor Pledgor shall promptly (and in any event within ten Business Days (or such longer period as may be agreed to in writing by the Noteholder Collateral Agent in its sole discretion) and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Noteholder Collateral Agent may reasonably requestrequest for the purpose of obtaining or preserving the full benefits of this Agreement and the rights and powers herein granted, including the filing of any financing statementsstatements and amendments thereof, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable Lawssimilar laws) in effect in any jurisdiction in the United States jurisdiction or as otherwise required by Section 3.7, with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Noteholder Collateral Agent and in such offices (including, without limitation, including the United States Patent and Trademark Office and the United States Copyright Office) wherever required by or applicable Law under applicable Legal Requirements in each case the United States or as otherwise required by Section 3.7 to perfectperfect (to the extent a security interest in such Collateral may be so perfected under applicable Legal Requirements in the United States or as otherwise required by Section 3.7), continue and maintain a valid, enforceable, first priority security interest (subject to Permitted Liens having priority under applicable Law and the Liens of the ABL Collateral Agent Intercreditor Agreement) in the ABL Priority Collateral as provided herein) herein and to preserve the other rights and interests granted to the Noteholder Collateral Agent hereunder, as against the Grantors and third parties (other than with respect to Permitted Liens)parties, with respect to the Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor The Obligor represents and warrants that the only filings, registrations and recordings necessary and appropriate to create, preserve, protect, publish notice of and perfect the security interest granted by each Grantor the Obligor to the Collateral Agent (for the benefit of the Secured Parties and, to the extent provided for in Section 10.1, for the benefit of the 2037 ASC Debentures HoldersCreditors) pursuant to this Security Agreement security agreement in respect of the Collateral in which the security interest may be perfected by such filings, recording and registration are listed on in Schedule II hereto7 annexed to the Perfection Certificate. Each Grantor The Obligor represents and warrants that all such filings, registrations and recordings have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule II7 annexed to the Perfection Certificate and, with the exception of the filings in the Canadian Intellectual Property Office, have been filed, registered and recorded. Each Grantor The Obligor agrees that at the sole cost and expense of the GrantorsObligor, (i) such Grantor the Obligor will maintain the security interest created by this Security Agreement security agreement in the Collateral as a perfected first priority security interest subject to no Liens other than Permitted Liens and shall defend such security interest against the claims and demands of all Persons (other than with respect to Permitted Liens)Persons, (ii) such Grantor the Obligor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent may deem reasonably requestnecessary, all in reasonable detail and (iii) at any time and from time to time, upon the reasonable written request of the Collateral Agent, such Grantor the Obligor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may deem reasonably requestnecessary for the purpose of obtaining or preserving the full benefits of this security agreement and the rights and powers herein granted, including the filing of any financing statements, continuation statements and other documents (including this Security Agreementthe security agreement) under the UCC (or other applicable Laws) PPSA in effect in any United States jurisdiction with respect to the security interest created hereby and and, to the extent required by the Collateral Agent, the execution and delivery of Deposit Account Control Agreements and Securities Account Control Agreements, all in form reasonably satisfactory to the Collateral Agent and in such offices (including, without limitation, the United States Patent and Trademark Office and the United States Copyright Canadian Intellectual Property Office) wherever required by applicable Law in each case law to perfect, continue and maintain a valid, enforceable, first priority security interest (subject to Permitted Liens having priority under applicable Law and the Liens of the ABL Collateral Agent in the ABL Priority Collateral as provided herein) herein and to preserve the other rights and interests granted to the Collateral Agent hereunder, as against the Grantors and third parties (other than with respect to Permitted Liens)parties, with respect to the Collateral. The Obligor hereby authorizes the Collateral Agent to file any such financing or financing change statement or other document without the signature of the Obligor where permitted by law, including the filing of a financing statement describing the Collateral as “all personal property in which the Obligor now owns or hereafter acquires rights.”

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor Pledgor represents and warrants that the only filings, registrations and recordings necessary and appropriate to create, preserve, protect, publish notice of and perfect the security interest granted by each Grantor Pledgor to the Administrative Agent (for the benefit of the Secured Parties and, to the extent provided for in Section 10.1, for the benefit of the 2037 ASC Debentures HoldersParties) pursuant to this Security Agreement in respect of the Pledged Collateral in which the security interest may be perfected by such filings, recording and registration are listed on in Schedule II hereto5 annexed to the Perfection Certificate. Each Grantor Pledgor represents and warrants that all such filings, registrations and recordings have been delivered to the Administrative Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule II6 annexed to the Perfection Certificate and shall be filed, registered and recorded immediately after the date thereof. Each Grantor Pledgor agrees that at the sole cost and expense of the GrantorsPledgors, (i) such Grantor Pledgor will maintain the security interest created by this Security Agreement in the Pledged Collateral as a perfected first priority security interest (subject to no Liens other than Permitted Liens Liens) and shall defend such security interest against the claims and demands of all Persons (other than with respect to Permitted Liens)Persons, (ii) such Grantor Pledgor shall furnish to the Administrative Agent from time to time statements and schedules further identifying and describing the Pledged Collateral and such other reports in connection with the Pledged Collateral as the Administrative Agent may deem reasonably requestnecessary, all in reasonable detail and (iii) at any time and from time to time, upon the reasonable written request of the Administrative Agent, such Grantor Pledgor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Administrative Agent may deem reasonably requestnecessary for the purpose of obtaining or preserving the full benefits of this Agreement and the rights and powers herein granted, including the filing of any financing statements, continuation statements and other documents (including this Security the Agreement) under the UCC Uniform Commercial Code (or other applicable Lawssimilar laws) in effect in any United States jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Administrative Agent and in such offices (including, without limitation, the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case law to perfect, continue and maintain a valid, enforceable, first priority security interest in the Pledged Collateral as provided herein (subject to Permitted Liens having priority under applicable Law and the Liens of the ABL Collateral Agent in the ABL Priority Collateral as provided hereinLiens) and to preserve the other rights and interests granted to the Administrative Agent hereunder, as against the Grantors and third parties (other than with respect to Permitted Liens)parties, with respect to the Pledged Collateral. Each Pledgor hereby authorizes the Administrative Agent to file any such financing or continuation statement or other document without the signature of such Pledgor where permitted by law, including, without limitation, the filing of a financing statement describing the Pledged Collateral as “all assets” or “all assets in which the Pledgor now owns or hereafter acquires rights” or words to that effect.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor Pledgor represents and warrants that the only filings, registrations and recordings necessary to perfect the security interest granted by each Grantor Pledgor to the Collateral Agent (for the benefit of the Secured Parties and, to the extent provided for in Section 10.1, for the benefit of the 2037 ASC Debentures Holders) pursuant to this Security Agreement in respect of the Pledged Collateral in which (to the extent that a security interest therein may be perfected by such filings, recording filing a financing statement or filing the Security Agreement or a short form thereof with the United States Copyright Office or the United States Patent and registration Trademark Office) are listed on Schedule II 1 hereto. Each Grantor represents and warrants that all All such filings, registrations and recordings have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each applicable governmental, municipal or other office specified in Schedule II1 hereto. Each Grantor Pledgor agrees that at the sole cost and expense of the GrantorsPledgors, (i) such Grantor Pledgor will maintain the security interest created by this Security Agreement in the Pledged Collateral as a valid, enforceable, perfected first priority security interest (subject to no Liens other than Permitted Liens Collateral Liens) and shall defend such security interest against the claims and demands of all Persons (other than with respect to Permitted Liens)persons, (ii) such Grantor Pledgor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Pledged Collateral and such other reports in connection with the Pledged Collateral as the Collateral Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the reasonable written request of the Collateral Agent, such Grantor Pledgor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably requestrequest for the purpose of obtaining or preserving the full benefits of this Agreement and the rights and powers herein granted, including (x) the filing of any financing statementsstatements and amendments thereof, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable Lawssimilar laws) in effect in any United States jurisdiction with respect to the security interest created hereby and (y) the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Collateral Agent and in such offices (including, without limitation, including the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law Legal Requirements to perfect (to the extent a security interest in each case to perfectsuch Pledged Collateral may be so perfected under applicable Legal Requirements), continue and maintain a valid, enforceable, first priority security interest (subject to Permitted Liens having priority under applicable Law and the Liens of the ABL Collateral Agent Liens) in the ABL Priority Pledged Collateral as provided herein) herein and to preserve the other rights and interests granted to the Collateral Agent hereunder, as against the Grantors and third parties (other than with respect to Permitted Liens)parties, with respect to the Pledged Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor Pledgor represents and warrants that the only filings, registrations and recordings necessary to create, preserve, protect, publish notice of and perfect the security interest granted by each Grantor Pledgor to the Administrative Agent (for the benefit of the Secured Parties and, to the extent provided for in Section 10.1, for the benefit of the 2037 ASC Debentures HoldersParties) pursuant to this Security Agreement in respect of the Pledged Collateral in which the security interest may be perfected by such filings, recording and registration are listed on in Schedule II hereto7 annexed to the Perfection Certificate. Each Grantor Pledgor represents and warrants that all such filings, registrations and recordings have been delivered to the Administrative Agent in completed and, to the extent necessary or appropriatenecessary, duly executed form for filing in each governmental, municipal or other office specified in Schedule II7 annexed to the Perfection Certificate. Each Grantor Pledgor agrees that at the sole cost and expense of the GrantorsPledgors, (i) such Grantor Pledgor will maintain the security interest created by this Security Agreement in the Pledged Collateral as a perfected first priority security interest and shall (subject to no Liens other than Permitted Liens and shall the final sentence of this Section 3.3) defend such security interest against the claims and demands of all Persons (other than with respect to Permitted Liens)persons, (ii) such Grantor Pledgor shall furnish to the Administrative Agent from time to time statements and schedules further identifying and describing the Pledged Collateral and such other reports in connection with the Pledged Collateral as the Administrative Agent may reasonably request, all in reasonable detail detail, and (iii) at any time and from time to time, upon the reasonable written request of the Administrative Agent, such Grantor Pledgor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Administrative Agent may reasonably requestrequest for the purpose of obtaining or preserving the full benefits of this Agreement and the rights and powers herein granted, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC Uniform Commercial Code (or other applicable Lawssimilar laws) in effect in any United States jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Administrative Agent and in such offices (including, without limitation, including the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case law to perfect, continue and maintain a valid, enforceable, first priority security interest (subject to Permitted Liens having priority under applicable Law and the Liens of the ABL Collateral Agent in the ABL Priority Pledged Collateral as provided herein) herein and to preserve the other rights and interests granted to the Administrative Agent hereunder, as against the Grantors and third parties (other than with respect to Permitted Liens)parties, with respect to the Pledged Collateral. Nothing in this Agreement prevents any Pledgor from discontinuing the operation or maintenance of any of its assets or properties if such Pledgor determines in good faith that such discontinuance is immaterial in the conduct of its business to the extent permitted by the Credit Agreement.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor Pledgor represents and warrants that the only filings, registrations and recordings all filings necessary to perfect the security interest granted by each Grantor it to the Administrative Agent (for the benefit of the Secured Parties and, to the extent provided for in Section 10.1, for the benefit of the 2037 ASC Debentures Holders) pursuant to this Security Agreement in respect of the Pledged Collateral in which the security interest may be perfected by such filings, recording and registration are listed on Schedule II hereto. Each Grantor represents and warrants that all such filings, registrations and recordings have been delivered to the Administrative Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule II7 annexed to the Perfection Certificate (to the extent required to be listed on the schedules to the Perfection Certificate as of the date this representation is made or deemed made). Each Grantor Pledgor agrees that at the sole cost and expense of the GrantorsPledgors, (i) such Grantor Pledgor will maintain the security interest created by this Security Agreement in the Pledged Collateral as a perfected second priority security interest subject to no Liens other than Permitted Liens and shall defend such security interest against the claims and demands of all Persons (other than with respect to Permitted Liens)persons except Liens permitted under the Second Lien Term Loan Agreement, (ii) such Grantor Pledgor shall furnish to the Administrative Agent from time to time (but no more frequently than quarterly) statements and schedules further identifying and describing the Pledged Collateral and such other reports in connection with the Pledged Collateral as the Administrative Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the reasonable written request of the Administrative Agent, such Grantor Pledgor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Administrative Agent may reasonably requestrequest for the purpose of obtaining or preserving the full benefits of this Agreement and the rights and powers herein granted, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC Uniform Commercial Code (or other applicable Lawssimilar laws) in effect in any United States jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Administrative Agent and in such offices (including, without limitation, including the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case law to perfect, continue and maintain a valid, enforceable, first second priority security interest (subject to Permitted Liens having priority under applicable Law and the Liens of the ABL Collateral Agent in the ABL Priority Pledged Collateral as provided herein) herein and to preserve the other rights and interests granted to the Administrative Agent hereunder, as against the Grantors and third parties (other than with respect to Permitted Liens)parties, with respect to the Pledged Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor represents and warrants that the only filings, registrations and recordings necessary and appropriate to create, preserve, protect, publish notice of and perfect the security interest granted by each Grantor to the Collateral Agent (for the benefit of the Secured Parties and, to the extent provided for in Section 10.1, for the benefit of the 2037 ASC Debentures HoldersCredit Parties) pursuant to this Security Agreement in respect of the Collateral in which the security interest may be perfected by such filings, recording and registration are listed on Schedule II hereto. Each Grantor represents and warrants that all such filings, registrations and recordings have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule II. Each Grantor agrees that at the sole cost and expense of the Grantors, (i) such Grantor will maintain the security interest created by this Security Agreement in the Collateral as a perfected first priority security interest (subject in priority only to no Liens other than those Permitted Liens Encumbrances having priority under applicable Law or otherwise permitted to have priority pursuant to the terms of the Credit Agreement) and shall defend such security interest against the claims and demands of all Persons (other than with respect to Permitted LiensEncumbrances), (ii) such Grantor shall shall, within the time period for delivery of the Annual Financial Statements under Section 6.04(a) of the Credit Agreement, furnish to the Collateral Agent from time a supplement to time such other reports in connection with the Collateral as Perfection Certificate setting forth any additions or changes thereto since the Agent may reasonably request, all in reasonable detail later of the Closing Date and delivery of the previous supplement pursuant to this clause (ii) and (iii) at any time and from time to time, upon the reasonable written request of the Collateral Agent, such Grantor shall promptly and duly execute and deliver, and and, if applicable, file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably request, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable Laws) in effect in any United States jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Collateral Agent and in such offices (including, without limitation, the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case to perfect, continue and maintain a valid, enforceable, first priority security interest (subject in priority only to those Permitted Liens Encumbrances having priority under applicable Law and or otherwise permitted to have priority pursuant to the Liens terms of the ABL Collateral Agent Credit Agreement) in the ABL Priority Collateral as provided herein) herein and to preserve the other rights and interests granted to the Collateral Agent hereunder, as against the Grantors and third parties (other than with respect to Permitted LiensEncumbrances), with respect to the Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor represents and warrants that the only filings, registrations and recordings necessary and appropriate to create, preserve, protect, publish notice of and perfect the security interest granted by each Grantor to the Agent (for the benefit of the Secured Parties and, to the extent provided for in Section 10.1, for the benefit of the 2037 ASC Debentures HoldersCredit Parties) pursuant to this Security Agreement in respect of the Collateral in which the security interest may be perfected by such filings, recording and registration are listed on Schedule II hereto. Each Grantor represents and warrants that all such filings, registrations and recordings have been delivered to the Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule II. Each Grantor agrees that at the sole cost and expense of the Grantors, (i) such Grantor will maintain the security interest created by this Security Agreement in the Collateral as a perfected first priority security interest (subject in priority only to no Liens other than those Permitted Liens Encumbrances having priority under applicable Law or otherwise permitted to have priority pursuant to the terms of the Credit Agreement) and shall defend such security interest against the claims and demands of all Persons (other than with respect to Permitted LiensEncumbrances), (ii) such Grantor shall shall, within the time period for delivery of the Annual Financial Statements under Section 6.04(a) of the Credit Agreement, furnish to the Agent from time a supplement to time such other reports in connection with the Collateral as Perfection Certificate setting forth any additions or changes thereto since the Agent may reasonably request, all in reasonable detail later of the Closing Date and delivery of the previous supplement pursuant to this clause (ii) and (iii) at any time and from time to time, upon the reasonable written request of the Agent, such Grantor shall promptly and duly execute and deliver, and and, if applicable, file and have recorded, such further instruments and documents and take such further action as the Agent may reasonably request, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable Laws) in effect in any United States jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Agent and in such offices (including, without limitation, the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case to perfect, continue and maintain a valid, enforceable, first priority security interest (subject in priority only to those Permitted Liens Encumbrances having priority under applicable Law and or otherwise permitted to have priority pursuant to the Liens terms of the ABL Collateral Agent Credit Agreement) in the ABL Priority Collateral as provided herein) herein and to preserve the other rights and interests granted to the Agent hereunder, as against the Grantors and third parties (other than with respect to Permitted LiensEncumbrances), with respect to the Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor represents and warrants that the only filings, registrations and recordings necessary and appropriate to perfect the security interest granted by each Grantor to the Collateral Agent (for the benefit of the Secured Parties and, to the extent provided for in Section 10.1, for the benefit of the 2037 ASC Debentures HoldersCredit Parties) pursuant to this Security Agreement in respect of the Collateral in which the security interest may be perfected by such filings, recording and registration are listed on Schedule II hereto. Each Grantor represents and warrants that all such filings, registrations and recordings have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule II. Each Grantor agrees that at the sole cost and expense of the Grantors, (i) such Grantor will maintain the security interest created by this Security Agreement in the Collateral as a perfected first priority security interest subject to no Liens other than Permitted Liens and shall defend such security interest against the claims and demands of all Persons (other than with respect to Permitted LiensEncumbrances), (ii) such Grantor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the reasonable written request of the Collateral Agent, such Grantor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably request, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable Laws) in effect in any United States jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Collateral Agent and in such offices (including, without limitation, the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case to perfect, continue and maintain a valid, enforceable, first priority security interest (subject to Permitted Liens having priority under applicable Law and the Liens of the ABL Collateral Agent in the ABL Priority Collateral as provided herein) herein and to preserve the other rights and interests granted to the Collateral Agent hereunder, as against the Grantors and third parties (other than with respect to Permitted LiensEncumbrances), with respect to the Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor represents and warrants that the only filings, registrations and recordings necessary and appropriate to create, preserve, protect, publish notice of and perfect the security interest granted by each Grantor to the Collateral Agent (for the benefit of the Secured Parties and, to the extent provided for in Section 10.1, for the benefit of the 2037 ASC Debentures HoldersCredit Parties) pursuant to this Security Agreement in respect of the Collateral in which the security interest may be perfected by such filings, recording and registration are listed on Schedule II hereto. Each Grantor represents and warrants that all such filings, registrations and recordings have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule II. Each Grantor agrees that at the sole cost and expense of the Grantors, (i) such Grantor will maintain the security interest created by this Security Agreement in the Collateral as a perfected first priority security interest (subject in priority only to no Liens other than those Permitted Liens Encumbrances having priority under applicable Law or otherwise permitted to have priority pursuant to the terms of the Credit Agreement) and shall defend such security interest against the claims and demands of all Persons (other than with respect to Permitted LiensEncumbrances), (ii) such Grantor shall shall, within the time period for delivery of the Annual Financial Statements under Section 6.04(a) of the Credit Agreement, furnish to the Collateral Agent from time a supplement to time such other reports in connection with the Collateral as Perfection Certificate setting forth any additions or changes thereto since the Agent may reasonably request, all in reasonable detail later of the Closing Date and delivery of the previous supplement pursuant to this clause (ii) and (iii) at any time and from time to time, upon the reasonable written request of the Collateral Agent, such Grantor shall promptly and duly execute and deliver, and and, if applicable, file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably request, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable Laws) in effect in any United States jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Collateral Agent and in such offices (including, without limitation, the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case to perfect, continue and maintain a valid, enforceable, first priority security interest (subject in priority only to those Permitted Liens Encumbrances having priority under applicable Law and or otherwise permitted to have priority pursuant to the Liens terms of the ABL Collateral Agent Credit Agreement) in the ABL Priority Collateral as provided herein) herein and to preserve the other rights and interests granted to the Collateral Agent hereunder, as against the Grantors and third parties (other than with respect to Permitted LiensEncumbrances), with respect to the Collateral; provided that, notwithstanding any other provision of this Security Agreement or any other Loan Document, neither the Lead Borrower nor any Grantor will be required to (x) take any action in any jurisdiction other than the United States of America, or required by the laws of any such non-U.S. jurisdiction, or enter into any security agreement or pledge agreement governed by the laws of any such non-U.S. jurisdiction, in order to create any security interests (or other Liens) in assets located or titled outside of the United States of America or to perfect under the laws of any such non-U.S. jurisdiction any security interests (or other Liens) in any Collateral, or (y) file any fixture filing with respect to any security interest in Fixtures affixed to or attached to any real property constituting Excluded Property.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor Pledgor represents and warrants that the only filings, registrations and recordings necessary and appropriate to create, preserve, protect, publish notice of and perfect the security interest granted by each Grantor Pledgor to the Administrative Agent (for the benefit of the Secured Parties and, to the extent provided for in Section 10.1, for the benefit of the 2037 ASC Debentures HoldersParties) pursuant to this Security Agreement in respect of the Pledged Collateral in which the security interest may be perfected by such filings, recording and registration are listed on in Schedule II hereto5 annexed to the Perfection Certificate. Each Grantor Pledgor represents and warrants that all such filings, registrations and recordings have been delivered to the Administrative Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule II6 annexed to the Perfection Certificate and either have been filed prior to the date hereof or shall be filed, registered and recorded immediately after the date thereof. Each Grantor Pledgor agrees that at the sole cost and expense of the GrantorsPledgors, (i) such Grantor Pledgor will maintain the security interest created by this Security Agreement in the Pledged Collateral as a perfected first priority security interest subject to no Liens other than Permitted Liens and shall defend such security interest against the claims and demands of all Persons (other than with respect Persons, provided, however, that, prior to Permitted Liens)the payment in full of the Revolving Credit Indebtedness and the termination of the Revolving Credit Documents, the security interest created by this Agreement in that portion of the Pledged Collateral constituting Revolving Credit Priority Collateral shall be maintained as a perfected second priority security interest junior to the security interest of the Revolving Credit Agent, (ii) such Grantor Pledgor shall furnish to the Administrative Agent from time to time statements and schedules further identifying and describing the Pledged Collateral and such other reports in connection with the Pledged Collateral as the Administrative Agent may deem reasonably requestnecessary, all in reasonable detail and (iii) at any time and from time to time, upon the reasonable written request of the Administrative Agent, such Grantor Pledgor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Administrative Agent may deem reasonably requestnecessary for the purpose of obtaining or preserving the full benefits of this Agreement and the rights and powers herein granted, including the filing of any financing statements, continuation statements and other documents (including this Security the Agreement) under the UCC Uniform Commercial Code (or other applicable Lawssimilar laws) in effect in any United States jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Administrative Agent and in such offices (including, without limitation, the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case law to perfect, continue and maintain a valid, enforceable, first priority security interest (subject to Permitted Liens having priority under applicable Law and the Liens of the ABL Collateral Agent in the ABL Priority Collateral Pledged Collateral, as provided herein) , and to preserve the other rights and interests granted to the Administrative Agent hereunder, as against the Grantors and third parties (other than with respect to Permitted Liens)parties, with respect to the Pledged Collateral; provided, however, that, prior to the payment in full of the Revolving Credit Indebtedness and the termination of the Revolving Credit Documents, the security interest created by this Agreement in that portion of the Pledged Collateral constituting Revolving Credit Priority Collateral shall be maintained as a perfected second priority security interest junior to the security interest of the Revolving Credit Agent. Each Pledgor hereby authorizes the Administrative Agent to file any such financing or continuation statement or other document without the signature of such Pledgor where permitted by law, including, without limitation, the filing of a financing statement describing the Pledged Collateral as “all assets” or “all assets in which the Pledgor now owns or hereafter acquires rights” or words to that effect.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. (a) Each Grantor represents and warrants that the only filings, registrations and recordings necessary to perfect the security interest interests granted by each Grantor to the Agent (for the benefit of the Secured Parties and, to the extent provided for in Section 10.1, for the benefit of the 2037 ASC Debentures Holders) pursuant to this Security Agreement in respect will, upon completion of the Collateral in which the security interest may be perfected by such filings, recording filings and registration are listed other actions specified on Schedule II hereto. Each Grantor represents hereto (which, in the case of all filings and warrants that all such filingsother documents referred to on said Schedule, registrations and recordings have been or will be delivered to the Agent in completed and, to the extent necessary or appropriateif applicable, duly executed form in accordance with the Credit Agreement and the other Loan Documents) constitute legal and valid perfected security interests in favor of the Agent, for filing the benefit of the Credit Parties, in each governmentalcase prior and superior in right to any other Lien (other than Permitted Encumbrances), municipal as collateral security for the Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor, in (i) all Collateral, Liens in which can be perfected by the filing of an appropriate UCC-1 financing statement and (ii) all registered Intellectual Property identified in Section 7 of the Perfection Certificate, to the extent that Liens therein can be perfected by filing of a security agreement with the United States Patent and Trademark Office or other office specified the United States Copyright Office. Each Grantor further represents and warrants that the security interests granted pursuant to this Agreement in Schedule IIDeposit Accounts and Securities Accounts or cash and cash equivalents contained therein will constitute legal and valid perfected security interests in favor of the Agent, for the benefit of the Credit Parties, as collateral security for the Obligations, enforceable KE 70621582.17 in accordance with the terms hereof against all creditors of such Grantor upon the entry by the applicable parties into appropriate Control Agreements, in any case to the extent required by the Loan Documents. Each Grantor agrees that at the sole cost and expense of the Grantors, and without limiting any of the other provisions of this Agreement (i) such Grantor will maintain the security interest created by this Security Agreement in the Collateral as a perfected security interest subject to no Liens other than Permitted Liens and shall defend such security interest against the claims and demands of all Persons (other than with respect to Permitted Liensincluding, without limitation, SECTION 3.3 hereof), (ii) such Grantor shall furnish to the Agent from time to time such other reports in connection with the Collateral as the Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the reasonable written request of the Agent, such Grantor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Agent may reasonably requestrequest for the purpose of obtaining or preserving the full benefits of this Agreement and the other Loan Documents and the rights and powers herein and therein granted, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable Laws) in effect in any United States jurisdiction with respect and, to the security interest created hereby and extent applicable, the execution and delivery of Control Agreements, endorsements and intellectual property agreements or instruments to be filed with the United States Patent and Trademark Office or the United States Copyright Office or, subject to the considerations set forth in SECTION 3.3(c), any similar office or agency in any other country or any political subdivision thereof, as applicable, all in form reasonably satisfactory to the Agent and in such offices (including, without limitation, the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case to perfect, continue and maintain a valid, enforceable, first priority security interest (subject to Permitted Liens having priority under applicable Law and the Liens of the ABL Collateral Agent in the ABL Priority Collateral as provided herein) and to preserve the other rights and interests granted to the Agent hereunder, as against the Grantors and third parties (other than with respect to Permitted Liens), with respect to the Collateralmay reasonably request.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor represents and warrants that the only filings, registrations and recordings necessary to perfect the security interest granted by each Grantor to the Agent (for the benefit of the Secured Parties and, to the extent provided for in Section 10.1, for the benefit of the 2037 ASC Debentures Holders) pursuant to this Security Agreement in respect of the Collateral in which the security interest may be perfected by such filings, recording and registration are listed on Schedule II hereto. Each Grantor represents and warrants that all such filings, registrations and recordings have been delivered to the Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule II. Each Grantor Pledgor agrees that at the sole cost and expense of the GrantorsPledgors, (i) such Grantor Pledgor will maintain the security interest created by this Security Agreement in the Pledged Collateral as a perfected Junior Priority security interest subject to no Liens other than Permitted Liens and and, upon the reasonable request of the Trustee, shall defend such security interest against the claims and demands of all Persons (other than with respect to persons except Permitted Collateral Liens), (ii) such Grantor Pledgor shall furnish to the Agent Trustee from time to time statements and schedules further identifying and describing the Pledged Collateral and such other reports in connection with the Pledged Collateral as the Agent Trustee may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the reasonable written request of the AgentTrustee, such Grantor Pledgor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Agent Trustee may reasonably requestrequest for the purpose of obtaining or preserving the full benefits of this Agreement and the rights and powers herein granted, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC Uniform Commercial Code (or other applicable Lawssimilar laws) in effect in any United States jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Agent Trustee and in such offices (including, without limitation, including the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case law to perfect, continue and maintain a valid, enforceable, first priority Junior Priority security interest (subject to Permitted Liens having priority under applicable Law and the Liens of the ABL Collateral Agent in the ABL Priority Pledged Collateral as provided herein) herein and to preserve the other rights and interests granted to the Agent Trustee hereunder, as against the Grantors and third parties (other than with respect to Permitted Liens)parties, with respect to the Pledged Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. (a) Each Grantor represents and warrants that the only filings, registrations and recordings necessary to perfect the security interest interests granted by each Grantor to the Agent (for the benefit of the Secured Parties and, to the extent provided for in Section 10.1, for the benefit of the 2037 ASC Debentures Holders) pursuant to this Security Agreement in respect will, upon completion of the Collateral in which the security interest may be perfected by such filings, recording filings and registration are listed other actions specified on Schedule II hereto. Each Grantor represents hereto (which, in the case of all filings and warrants that all such filingsother documents referred to on said Schedule, registrations and recordings have been or will be delivered to the Agent in completed and, to the extent necessary or appropriateif applicable, duly executed form in accordance with the Credit Agreement and the other Loan Documents) constitute legal and valid perfected security interests in favor of the Agent, for filing the benefit of the Credit Parties, in each governmentalcase prior and superior in right to any other Lien (other than Permitted Encumbrances), municipal as collateral security for the Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor, in (i) all Collateral that is subject to Article 9 of the UCC, Liens in which can be perfected by the filing of an appropriate UCC-1 financing statement and (ii) all registered Intellectual Property identified in Section 7 of the Perfection Certificate that is subject to Article 9 of the UCC, to the extent that Liens therein can be perfected by filing of a security agreement with the United States Patent and Trademark Office or other office specified in Schedule IIthe United States Copyright Office. Each Grantor further represents and warrants that the security interests granted pursuant to this Agreement in Deposit Accounts and Securities Accounts or cash and cash equivalents contained therein will constitute legal and valid perfected security interests in favor of the Agent, for the benefit of the Credit Parties, as collateral security for the Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor upon the KE 81221769.9 US-DOCS\127475406.10 entry by the applicable parties into appropriate Control Agreements, in any case to the extent required by the Loan Documents. Subject to SECTION 4.3(b), each Grantor agrees that at the sole cost and expense of the Grantors, and without limiting any of the other provisions of this Agreement (i) such Grantor will maintain the security interest created by this Security Agreement in the Collateral as a perfected security interest subject to no Liens other than Permitted Liens and shall defend such security interest against the claims and demands of all Persons (other than with respect to Permitted Liensincluding, without limitation, SECTION 3.3 hereof), (ii) such Grantor shall furnish to the Agent from time to time such other reports in connection with the Collateral as the Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the reasonable written request of the Agent, such Grantor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Agent may reasonably requestrequest for the purpose of obtaining or preserving the full benefits of this Agreement and the other Loan Documents and the rights and powers herein and therein granted, including (a) the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable Laws), (b) in effect in any United States jurisdiction with respect to the security interest created hereby and extent applicable, the execution and delivery of Control AgreementsAgreements and endorsements and (c) to the extent applicable, the execution and delivery of intellectual property security agreements or similar instruments to be filed with the United States Patent and Trademark Office or the United States Copyright Office or, subject to the considerations set forth in SECTION 3.3(c)(ii), any similar office or agency in any other country or any political subdivision thereof, as applicable, all in form reasonably satisfactory to the Agent and in such offices (including, without limitation, the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case to perfect, continue and maintain a valid, enforceable, first priority security interest (subject to Permitted Liens having priority under applicable Law and the Liens of the ABL Collateral Agent in the ABL Priority Collateral as provided herein) and to preserve the other rights and interests granted to the Agent hereunder, as against the Grantors and third parties (other than with respect to Permitted Liens), with respect to the Collateralmay reasonably request.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor Pledgor represents and warrants that the only filings, registrations and recordings necessary to perfect the security interest granted by each Grantor Pledgor to the Collateral Agent (for the benefit of the Secured Parties and, to the extent provided for in Section 10.1, for the benefit of the 2037 ASC Debentures Holders) pursuant to this Security Agreement in respect of the Pledged Collateral in which (to the extent that a security interest therein may be perfected by such filings, recording filing a financing statement or filing this Agreement or a short form thereof with the United States Copyright Office or the United States Patent and registration Trademark Office) are listed on Schedule II 1 hereto. Each Grantor represents and warrants that all All such filings, registrations and recordings have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each applicable governmental, municipal or other office specified in Schedule II1 hereto. Each Grantor Pledgor agrees that at the sole cost and expense of the GrantorsPledgors, (i) such Grantor Pledgor will maintain the security interest created by this Security Agreement in the Pledged Collateral as a valid, enforceable, perfected first priority security interest (subject to no Liens other than Permitted Liens Liens) and shall defend such security interest against the claims and demands of all Persons (other than with respect to Permitted Liens)persons, (ii) such Grantor Pledgor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Pledged Collateral and such other reports in connection with the Pledged Collateral as the Collateral Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the reasonable written request of the Collateral Agent, such Grantor Pledgor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably requestrequest for the purpose of obtaining or preserving the full benefits of this Agreement and the rights and powers herein granted, including (x) the filing of any financing statementsstatements and amendments thereof, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable Lawssimilar laws) in effect in any United States jurisdiction with respect to the security interest created hereby and (y) the execution and delivery of Control Agreements, the Copyright Security Agreements, the Trademark Security Agreements and the Patent Security Agreements, all in form reasonably satisfactory to the Collateral Agent and in such offices (including, without limitation, including the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law Legal Requirements to perfect (to the extent a security interest in each case to perfectsuch Pledged Collateral may be so perfected under applicable Legal Requirements), continue and maintain a valid, enforceable, enforceable and perfected first priority security interest (subject to Permitted Liens having priority under applicable Law and the Liens of the ABL Collateral Agent Liens) in the ABL Priority Pledged Collateral as provided herein) herein and to preserve the other rights and interests granted to the Collateral Agent hereunder, as against the Grantors and third parties (other than with respect to Permitted Liens)parties, with respect to the Pledged Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor Pledgor represents and warrants that as of the date hereof the only filings, registrations UCC-1 financing statements and recordings Collateral Vessel Mortgage filings necessary to perfect the security interest granted by each Grantor Pledgor to the Collateral Agent (for the benefit of the Secured Parties and, to the extent provided for in Section 10.1, for the benefit of the 2037 ASC Debentures Holders) pursuant to this Security Agreement in respect of the Pledged Collateral in which (to the extent a UCC financing statement or Collateral Vessel Mortgage filing can perfect such security interest may be perfected by such filings, recording and registration interest) are listed on Schedule II hereto6 and Schedule 13 of the Perfection Certificate, as applicable. Each Grantor represents All such UCC-1 financing statements and warrants that all such filings, registrations and recordings Collateral Vessel Mortgage filings have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each applicable governmental, municipal or other office specified in on Schedule II6 and Schedule 13 of the Perfection Certificate, as applicable. Each Grantor Pledgor agrees that at the sole cost and expense of the GrantorsPledgors, (i) such Grantor Pledgor will maintain the security interest created by this Security Agreement in the Pledged Collateral as a valid, enforceable, perfected First Priority (or, in the case of ABL Priority Collateral, Second Priority) security interest (subject to no Liens other than Permitted Liens and the requirements of this Agreement), except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability, and shall defend such security interest against the claims and demands of all Persons persons (other than with respect to the holders of such Permitted Liens), ) and (ii) such Grantor shall furnish to the Agent from time to time such other reports in connection with the Collateral as the Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the reasonable written request of the Collateral Agent, such Grantor Pledgor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably requestrequest for the purpose of obtaining or preserving the full benefits of this Agreement and the rights and powers herein granted, including (w) the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable Lawssimilar laws) in effect in any jurisdiction in the United States jurisdiction with respect to the security interest created hereby and hereby, (x) the filing of Collateral Vessel Mortgages with the National Vessel Documentation Center, (y) the execution and delivery of Control AgreementsAgreements with respect to Controlled Accounts (and, with respect to any such accounts located outside of the United States, customary security arrangements in the applicable jurisdictions for perfecting a security interest in such accounts and assets credited thereto), all in form reasonably satisfactory to the Collateral Agent and (z) filings in such offices (including, without limitation, the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case to perfect, continue and maintain a valid, enforceable, first priority security interest (subject to Permitted Liens having priority under applicable Law and the Liens of the ABL Collateral Agent in the ABL Priority Collateral as provided herein) and to preserve the other rights and interests granted to the Agent hereunder, as against the Grantors and third parties (other than Office with respect to Permitted Liens)issued, with respect to the registered or applied for Material IP Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor represents and warrants that the only filings, registrations and recordings necessary and appropriate to create, preserve, protect, publish notice of and perfect the security interest granted by each Grantor to the Agent (for the benefit of the Secured Parties and, to the extent provided for in Section 10.1, for the benefit of the 2037 ASC Debentures HoldersCredit Parties) pursuant to this Security Agreement in respect of the Collateral in which the security interest may be perfected by such filings, recording recordings and registration registrations are listed in this section and on Schedule II hereto. Each Grantor represents and warrants that all such filings, registrations and recordings have been delivered to the Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule II. Each Grantor agrees that at the sole cost and expense of the Grantors, (i) such Grantor will maintain cooperate with the Agent in maintaining the security interest created by this Security Agreement in the Collateral as a perfected first priority security interest subject to no Liens other than Permitted Liens and shall defend such security interest against the claims and demands of all Persons (other than with respect to Permitted LiensEncumbrances), (ii) such Grantor shall furnish to the Agent from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the reasonable written request of the Agent, such Grantor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Agent may reasonably request, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable Laws) in effect in any United States jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Agent and in such offices (including, without limitation, the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case to perfect, continue and maintain a valid, enforceable, first priority security interest (subject to Permitted Liens having priority under applicable Law and the Liens of the ABL Collateral Agent in the ABL Priority Collateral as provided herein) herein and to preserve the other rights and interests granted to the Agent hereunder, as against the Grantors and third parties (other than with respect to Permitted LiensEncumbrances), with respect to the Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor Pledgor represents and warrants that the only filings, registrations and recordings UCC-1 financing statements necessary to perfect the security interest granted by each Grantor Pledgor to the Collateral Agent (for the benefit of the Secured Parties and, to the extent provided for in Section 10.1, for the benefit of the 2037 ASC Debentures Holders) pursuant to this Security Agreement in respect of the Collateral in which (to the extent a UCC-1 financing statement can perfect such security interest may be perfected by such filings, recording and registration interest) as of the date hereof are listed on Schedule II 1 hereto. Each Grantor represents and warrants that all All such filings, registrations and recordings UCC-1 financing statements have been delivered to the Agent in completed and, (and to the extent necessary or appropriate, duly executed form executed) and filed or submitted for filing in each applicable governmental, municipal or other office specified in Schedule II1 hereto. Each Grantor Pledgor agrees that at the sole cost and expense of the GrantorsPledgors, (i) such Grantor Pledgor will maintain the security interest created by this Security Agreement in the Collateral as a valid, enforceable, perfected security interest (subject to no Liens Permitted Liens, Section 2.2(c) and the other than Permitted Liens requirements of this Agreement), except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability, and shall defend such security interest against the claims and demands of all Persons (other than with respect to the holders of such Permitted Liens), (ii) following the occurrence and during the existence of any Event of Default, such Grantor Pledgor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the reasonable written request of the Agent, such Grantor Pledgor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as may be reasonably necessary for the purpose of maintaining the valid, enforceable and perfected Liens of the Collateral Agent may reasonably requestfor the benefit of the Secured Parties on the Collateral, including (x) the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable Lawssimilar laws) in effect in any United States jurisdiction with respect to the security interest created hereby and (y) the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Agent and each case, in such offices (including, without limitation, the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law Legal Requirements to perfect (to the extent a security interest in each case to perfectsuch Collateral may be so perfected under applicable Legal Requirements), continue and maintain a valid, enforceable, first priority security interest (subject to Permitted Liens having priority under applicable Law and the Liens of the ABL Collateral Agent Liens), except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability, in the ABL Priority Collateral as provided herein(and to the extent required) in this Agreement and to preserve the other Liens and related rights and interests granted to the Collateral Agent hereunder, as against the Grantors and third parties claiming a prior security interest in the Collateral (other than with respect to the holders of Permitted Liens), with respect to the Collateral. Good Technology Software, Inc. further agrees that at its sole cost and expense that, (i) within 5 days of the date hereof (the “Notice Date”), it shall cause to be given notice to Motorola (as such term is defined on Schedule 14(b) to the Perfection Certificate) of its desire to terminate the Motorola Lien (as such term is defined on Schedule 14(b) to the Perfection Certificate) and (ii) if Motorola has failed to send it a termination statement or has failed to terminate the Motorola Lien on the date that is 20 days after the Notice Date (the “Notice Expiration Date”), Good Technology Software, Inc. shall file the termination statement attached to Schedule 14(a) of the Perfection Certificate on such date that is 5 days after the Notice Expiration Date.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor Pledgor represents and warrants that the only filings, registrations and recordings all filings necessary to perfect the security interest granted by each Grantor it to the Collateral Agent (for the benefit of the Secured Parties and, to the extent provided for in Section 10.1, for the benefit of the 2037 ASC Debentures Holders) pursuant to this Security Agreement in respect of the Pledged Collateral in which the security interest may be perfected by such filings, recording and registration are listed on Schedule II hereto. Each Grantor represents and warrants that all such filings, registrations and recordings have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule II2 hereto. Each Grantor Pledgor agrees that at the sole cost and expense of the GrantorsPledgors, (i) such Grantor Pledgor will maintain the security interest created by this Security Agreement in the Pledged Collateral as a perfected first priority security interest subject to no Liens other than Permitted Liens and shall defend such security interest against the claims and demands of all Persons (other than with respect to persons except Permitted Liens), (ii) such Grantor Pledgor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Pledged Collateral and such other reports in connection with the Pledged Collateral as the Collateral Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the reasonable written request of the Collateral Agent, such Grantor Pledgor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably requestrequest for the purpose of obtaining or preserving the full benefits of this Agreement and the rights and powers herein granted, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC Uniform Commercial Code (or other applicable Lawssimilar laws) in effect in any United States jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreementshereby, all in form reasonably satisfactory to the Collateral Agent and in such offices (including, without limitation, the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case to perfect, continue and maintain a valid, enforceable, first priority security interest (subject to Permitted Liens having priority under applicable Law and the Liens of the ABL Collateral Agent in the ABL Priority Pledged Collateral as provided herein) herein and to preserve the other rights and interests granted to the Collateral Agent hereunder, as against the Grantors and third parties (other than with respect to Permitted Liens)parties, with respect to the Pledged Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each As of the Closing Date, each Grantor represents and warrants that the only filings, registrations and recordings necessary to create, preserve and perfect the security interest granted by each Grantor to the Agent (for the benefit of the Secured Parties and, to the extent provided for in Section 10.1, for the benefit of the 2037 ASC Debentures HoldersCredit Parties) pursuant to this Security Agreement in respect of the Collateral in which the a security interest may be perfected by such filings, recording and registration the filing of a financing statement are listed on Schedule II I hereto. Each Grantor represents and warrants that all such filings, registrations and recordings referred to on Schedule I hereto have been delivered to the Agent in completed completed, and, to the extent necessary or appropriatenecessary, duly executed form form, for filing in each the governmental, municipal or other office specified in Schedule II. I. Each Grantor agrees that at the sole cost and expense of the Grantors, (ia) such Grantor will maintain the security interest created by this Security Agreement in the Collateral as a perfected first priority security interest subject to no Liens other than Permitted Liens and shall defend such security interest against the claims and demands of all Persons (other than with respect to Permitted LiensEncumbrances having priority under applicable Law), (iib) if an Event of Default has occurred and is continuing, such Grantor shall furnish to the Agent from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Agent may reasonably requestrequest in writing, all in reasonable detail and (iiic) at any time and from time to time, upon the reasonable written request of the Agent, such Grantor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Agent may reasonably requestrequest (or shall provide Agent with the information to take such action), including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable Laws) in effect in any United States jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, to the extent required by the Loan Documents, all in form reasonably satisfactory to the Agent and in such offices (including, without limitation, the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case to perfect, continue and maintain a valid, enforceable, first priority security interest in the Collateral as provided herein (subject only to Permitted Liens Encumbrances having priority under applicable Law and the Liens of the ABL Collateral Agent in the ABL Priority Collateral as provided hereinLaw) and to preserve the other rights and interests granted to the Agent hereunder, as against the Grantors and third parties (other than with respect to Permitted Liens), Encumbrances having priority under applicable Law with respect to the Collateral).

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor Pledgor represents and warrants that the only filings, registrations and recordings all filings necessary to perfect the security interest granted by each Grantor it to the Collateral Agent (for the benefit of the Secured Parties and, to the extent provided for in Section 10.1, for the benefit of the 2037 ASC Debentures Holders) pursuant to this Security Agreement in respect of the Pledged Collateral in which the security interest may be perfected by such filings, recording and registration are listed on Schedule II hereto. Each Grantor represents and warrants that all such filings, registrations and recordings have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule II6 annexed to the Perfection Certificate. Each Grantor Pledgor agrees that at the sole cost and expense of the GrantorsPledgors, (i) such Grantor Pledgor will maintain the security interest created by this Security Agreement in the Pledged Collateral as a perfected first priority security interest subject to no Liens other than Permitted Liens and shall defend such security interest against the claims and demands of all Persons (other than with respect to persons except Permitted Liens), (ii) such Grantor Pledgor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Pledged Collateral and such other reports in connection with the Pledged Collateral as the Collateral Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the reasonable written request of the Collateral Agent, such Grantor Pledgor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably requestrequest for the purpose of obtaining or preserving the full benefits of this Agreement and the rights and powers herein granted, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC Uniform Commercial Code (or other applicable Lawssimilar laws) in effect in any United States jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Collateral Agent and in such offices (including, without limitation, including the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case law to perfect, continue and maintain a valid, enforceable, first priority security interest (subject to Permitted Liens having priority under applicable Law and the Liens of the ABL Collateral Agent in the ABL Priority Pledged Collateral as provided herein) herein and to preserve the other rights and interests granted to the Collateral Agent hereunder, as against the Grantors and third parties (other than with respect to Permitted Liens)parties, with respect to the Pledged Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor Pledgor represents and warrants that the only filings, registrations and recordings necessary and appropriate to create, preserve, protect, publish notice of and perfect the security interest granted by each Grantor Pledgor to the Administrative Agent (for the benefit of the Secured Parties and, to the extent provided for in Section 10.1, for the benefit of the 2037 ASC Debentures HoldersParties) pursuant to this Security Agreement in respect of the Pledged Collateral in which the security interest may be perfected by such filings, recording and registration are listed on in Schedule II hereto5 annexed to the Perfection Certificate. Each Grantor Pledgor represents and warrants that all such filings, registrations and recordings have been delivered to the Administrative Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule II6 annexed to the Perfection Certificate and either have been filed prior to the date hereof or shall be filed, registered and recorded immediately after the date thereof. Each Grantor Pledgor agrees that at the sole cost and expense of the GrantorsPledgors, (i) such Grantor Pledgor will maintain the security interest created by this Security Agreement in the Pledged Collateral as a perfected first priority security interest subject to no Liens other than Permitted Liens and shall defend such security interest against the claims and demands of all Persons (other than with respect to Permitted Liens)Persons, (ii) such Grantor shall furnish provided, however, that, prior to the Agent from time to time such other reports payment in connection with the Collateral as the Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the reasonable written request full of the AgentTerm Loan Indebtedness and the termination of the Term Loan Documents, such Grantor the security interest created by this Agreement in that portion of the Pledged Collateral constituting Term Loan Priority Collateral shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action be maintained as the Agent may reasonably request, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable Laws) in effect in any United States jurisdiction with respect a perfected second priority security interest junior to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Agent and in such offices (including, without limitation, the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case to perfect, continue and maintain a valid, enforceable, first priority security interest (subject to Permitted Liens having priority under applicable Law and the Liens of the ABL Collateral Agent in the ABL Priority Collateral as provided herein) and to preserve the other rights and interests granted to the Agent hereunder, as against the Grantors and third parties (other than with respect to Permitted Liens), with respect to the Collateral.Term Loan Administrative Agent,

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor represents and warrants that the only filings, registrations and recordings necessary and appropriate to create, preserve, protect, publish notice of and perfect the security interest granted by each Grantor to the Agent (for the benefit of the Secured Parties and, to the extent provided for in Section 10.1, for the benefit of the 2037 ASC Debentures HoldersCredit Parties) pursuant to this Security Agreement in respect of the Collateral in which the security interest may be perfected by such filings, recording and registration are listed on Schedule II I hereto. Each Grantor represents and warrants that all such filings, registrations and recordings have been delivered to the Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule II. I. Each Grantor agrees that at the sole cost and expense of the Grantors, (i) such Grantor will maintain the security interest created by this Security Agreement in the Collateral as a perfected security interest subject to no Liens other than (except for Permitted Liens Liens) and shall defend such security interest against the claims and demands of all Persons (other than with respect to Permitted Liens), (ii) such Grantor shall furnish to the Agent from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the reasonable written request of the Agent, such Grantor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Agent may reasonably request, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable Applicable Laws) in effect in any United States jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Agent and in such offices (including, without limitation, the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Applicable Law in each case to perfect, continue and maintain a valid, enforceable, first priority security interest (subject to Permitted Liens having priority under applicable Law and the Liens of the ABL Collateral Agent in the ABL Priority Collateral as provided herein) herein and to preserve the other rights and interests granted to the Agent hereunder, as against the Grantors and third parties (other than with respect to Permitted Liens), with respect to the Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor Pledgor represents and warrants that the only filings, registrations and recordings necessary to perfect the security interest granted by each Grantor Pledgor to the Collateral Agent (for the benefit of the Secured Parties and, to the extent provided for in Section 10.1, for the benefit of the 2037 ASC Debentures Holders) pursuant to this Security Agreement in respect of the Pledged Collateral in which (to the extent that a security interest therein may be perfected by such filings, recording filing a financing statement or filing the Security Agreement or a short form thereof with the United States Copyright Office or the United States Patent and registration Trademark Office) are listed on Schedule II 1 hereto. Each Grantor represents and warrants that all All such filings, registrations and recordings have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each applicable governmental, municipal or other office specified in Schedule II1 hereto. Each Grantor Pledgor agrees that at the sole cost and expense of the GrantorsPledgors, (i) such Grantor Pledgor will maintain the security interest created by this Security Agreement in the Pledged Collateral as a valid, enforceable, perfected first priority security interest (subject to no Liens other than Permitted Liens Liens) and shall defend such security interest against the claims and demands of all Persons (other than with respect to Permitted Liens)persons, (ii) such Grantor Pledgor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Pledged Collateral and such other reports in connection with the Pledged Collateral as the Collateral Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the reasonable written request of the Collateral Agent, such Grantor Pledgor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably requestrequest for the purpose of obtaining or preserving the full benefits of this Agreement and the rights and powers herein granted, including (x) the filing of any financing statementsstatements and amendments thereof, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable Lawssimilar laws) in effect in any United States jurisdiction with respect to the security interest created hereby and (y) the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Collateral Agent and in such offices (including, without limitation, including the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law Legal Requirements to perfect (to the extent a security interest in each case to perfectsuch Pledged Collateral may be so perfected under applicable Legal Requirements), continue and maintain a valid, enforceable, first priority security interest (subject to Permitted Liens having priority under applicable Law and the Liens of the ABL Collateral Agent Liens) in the ABL Priority Pledged Collateral as provided herein) herein and to preserve the other rights and interests granted to the Collateral Agent hereunder, as against the Grantors and third parties (other than with respect to Permitted Liens)parties, with respect to the Pledged Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor Pledgor represents and warrants that the only filings, registrations and recordings necessary and appropriate to create, preserve, protect, publish notice of and perfect the security interest granted by each Grantor Pledgor to the Administrative Agent (for the benefit of the Secured Parties and, to the extent provided for in Section 10.1, for the benefit of the 2037 ASC Debentures HoldersParties) pursuant to this Security Agreement in respect of the Pledged Collateral in which the security interest may be perfected by such filings, recording and registration are listed on in Schedule II hereto5 annexed to the Perfection Certificate. Each Grantor Pledgor represents and warrants that all such filings, registrations and recordings have been delivered to the Administrative Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule II6 annexed to the Perfection Certificate and shall be filed, registered and recorded immediately after the date thereof. Each Grantor Pledgor agrees that at the sole cost and expense of the GrantorsPledgors, (i) such Grantor Pledgor will maintain the security interest created by this Security Agreement in the Pledged Collateral as a perfected first priority security interest subject to no Liens other than Permitted Liens and shall defend such security interest against the claims and demands of all Persons (other than with respect Persons, provided, however, that, prior to Permitted Liens)the payment in full of the Revolving Credit Indebtedness and the termination of the Revolving Credit Documents, the security interest created by this Agreement in that portion of the Pledged Collateral constituting Revolving Credit Priority Collateral shall be maintained as a perfected second priority security interest junior to the security interest of the Revolving Credit Agent, (ii) such Grantor Pledgor shall furnish to the Administrative Agent from time to time statements and schedules further identifying and describing the Pledged Collateral and such other reports in connection with the Pledged Collateral as the Administrative Agent may deem reasonably requestnecessary, all in reasonable detail and (iii) at any time and from time to time, upon the reasonable written request of the Administrative Agent, such Grantor Pledgor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Administrative Agent may deem reasonably requestnecessary for the purpose of obtaining or preserving the full benefits of this Agreement and the rights and powers herein granted, including the filing of any financing statements, continuation statements and other documents (including this Security the Agreement) under the UCC Uniform Commercial Code (or other applicable Lawssimilar laws) in effect in any United States jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Administrative Agent and in such offices (including, without limitation, the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case law to perfect, continue and maintain a valid, enforceable, first priority security interest (subject to Permitted Liens having priority under applicable Law and the Liens of the ABL Collateral Agent in the ABL Priority Collateral Pledged Collateral, as provided herein) , and to preserve the other rights and interests granted to the Administrative Agent hereunder, as against the Grantors and third parties (other than with respect to Permitted Liens)parties, with respect to the Pledged Collateral; provided, however, that, prior to the payment in full of the Revolving Credit Indebtedness and the termination of the Revolving Credit Documents, the security interest created by this Agreement in that portion of the Pledged Collateral constituting Revolving Credit Priority Collateral shall be maintained as a perfected second priority security interest junior to the security interest of the Revolving Credit Agent. Each Pledgor hereby authorizes the Administrative Agent to file any such financing or continuation statement or other document without the signature of such Pledgor where permitted by law, including, without limitation, the filing of a financing statement describing the Pledged Collateral as “all assets” or “all assets in which the Pledgor now owns or hereafter acquires rights” or words to that effect.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor represents and warrants that the only filings, registrations and recordings necessary and appropriate to create, preserve, protect, publish notice of and perfect the security interest granted by each Grantor to the Agent (for the benefit of the Secured Parties and, to Agent and the extent provided for in Section 10.1, for the benefit of the 2037 ASC Debentures Holdersother Credit Parties) pursuant to this Security Agreement in respect of the Collateral in which the security interest may be perfected by such filings, recording and registration are listed on Schedule II hereto. Each Grantor represents and warrants that all such filings, registrations and recordings have been delivered to the Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule II. Each Grantor agrees that that, at the sole cost and expense of the Grantors, (i) such Grantor will maintain the security interest created by this Security Agreement in the Collateral as a perfected first priority security interest subject to no Liens other than Permitted Liens and shall defend such security interest against the claims and demands of all Persons (other than with respect to Permitted LiensEncumbrances), (ii) such Grantor shall furnish to the Agent from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the reasonable written request of the Agent, such Grantor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Agent may reasonably request, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable Laws) in effect in any United States jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Agent and in such offices (including, without limitation, the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case to perfect, continue and maintain a valid, enforceable, first priority security interest (subject to Permitted Liens having priority under applicable Law and the Liens of the ABL Collateral Agent in the ABL Priority Collateral as provided herein) herein and to preserve the other rights and interests granted to the Agent hereunder, as against the Grantors and third parties (other than with respect to Permitted LiensEncumbrances), with respect to the Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor represents and warrants that the only UCC Financing Statements or other appropriate filings, recordings or registrations and recordings containing a description of the Collateral (including, without limitation, the UCC Financing Statements identified on Schedule II hereto) have been or will be timely filed in each governmental, municipal or other office in the United States (or any political subdivision thereof) as is necessary to perfect publish notice of and protect the validity of and to establish a legal, valid and perfected security interest granted by each Grantor to in favor of the Collateral Agent (for the benefit of the Secured Parties and, to the extent provided for in Section 10.1, for the benefit of the 2037 ASC Debentures HoldersParties) pursuant to this Security Agreement in respect of the all Collateral in which the security interest Security Interest may be perfected by such filingsfiling, recording or registration in the United States (or any political subdivision thereof) and no further or subsequent filing, refiling, recording, rerecording, registration are listed on Schedule II hereto. Each Grantor represents and warrants that all or re-registration is necessary in any such filingsjurisdiction, registrations and recordings have been delivered except as provided under applicable Law with respect to the Agent filing of continuation statements or as a result of any change in completed anda Grantor’s name or jurisdiction of incorporation or formation or under any other circumstances under which, pursuant to the extent necessary UCC, filings previously made have become misleading or appropriate, duly executed form for filing ineffective in each governmental, municipal whole or other office specified in Schedule IIpart. Each Grantor agrees that that, at the sole cost and expense of the Grantors, (i) such Grantor will maintain the security interest created by this Security Agreement in the Collateral as a perfected security interest subject to no Liens other than Permitted Liens having the priority set forth in the Intercreditor Agreement and shall defend such security interest against the claims and demands of all Persons (other than with respect to Permitted Liens), and (ii) such Grantor shall furnish to the Agent from time to time such other reports in connection with the Collateral as the Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the reasonable written request of the Collateral Agent, such Grantor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably requestdeem necessary for the purpose of obtaining or preserving the full benefits of this Agreement and the rights and powers herein granted, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable Laws) in effect in any United States jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Collateral Agent and in such offices (including, without limitation, the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case to perfect, continue and maintain a valid, enforceable, first priority enforceable security interest (subject to Permitted Liens having priority under applicable Law and the Liens of the ABL Collateral Agent in the ABL Priority Collateral as provided herein) herein and to preserve the other rights and interests granted to the Collateral Agent hereunder, as against the Grantors and third parties (other than with respect to Permitted Liens), with respect to the Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor Pledgor represents and warrants that the only filings, registrations and recordings all filings necessary to perfect the security interest granted by each Grantor it to the Administrative Agent (for the benefit of the Secured Parties and, to the extent provided for in Section 10.1, for the benefit of the 2037 ASC Debentures Holders) pursuant to this Security Agreement in respect of the Pledged Collateral in which (to the security interest extent such Pledged Collateral may be perfected under Applicable Law by such filings, recording and registration are listed on Schedule II hereto. Each Grantor represents and warrants that all such filings, registrations and recordings filing) have been delivered to the Administrative Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule II6 annexed to the Perfection Certificate. Each Grantor Pledgor agrees that at the sole cost and expense of the GrantorsPledgors, (i) such Grantor Pledgor will maintain the security interest created by this Security Agreement in the Pledged Collateral as a perfected first priority security interest subject to no Liens other than Permitted Liens and shall defend such security interest against the claims and demands of all Persons (other than with respect to persons except Permitted Collateral Liens), (ii) such Grantor Pledgor shall furnish to the Administrative Agent from time to time statements and schedules further identifying and describing the Pledged Collateral and such other reports in connection with the Pledged Collateral as the Administrative Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the reasonable written request of the Administrative Agent, such Grantor Pledgor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Administrative Agent may reasonably requestrequest for the purpose of obtaining or preserving the full benefits of this Agreement and the rights and powers herein granted, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable Lawssimilar laws) in effect in any United States jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Administrative Agent and in such offices (including, without limitation, including the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case law to perfectperfect (to the extent such Pledged Collateral may be so perfected under Applicable Law), continue and maintain a valid, enforceable, first priority security interest (subject to Permitted Liens having priority under applicable Law and the Liens of the ABL Collateral Agent in the ABL Priority Pledged Collateral as provided herein) herein and to preserve the other rights and interests granted to the Administrative Agent hereunder, as against the Grantors and third parties (other than with respect to Permitted Liens)parties, with respect to the Pledged Collateral; provided that so long as no Event of Default has occurred and is continuing, this Section 3.3 shall not be construed to restrict any Pledgor from abandoning or failing to pursue or enforce any Intellectual Property Collateral or registrations or applications therefor, which actions or inactions are taken in such Pledgor’s commercially reasonable discretion and would not reasonably be expected to materially impair the value of such Intellectual Property Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each The Grantor represents and warrants that the only filings, registrations and recordings necessary and appropriate to create, preserve, protect, publish notice of and perfect the security interest granted by each the Grantor to the Agent Lender (for the benefit of the Secured Parties and, to the extent provided for in Section 10.1, for the benefit of the 2037 ASC Debentures HoldersCredit Parties) pursuant to this Security Agreement in respect of the Collateral in which the security interest may be perfected by such filings, recording and registration are listed on Schedule II I hereto. Each The Grantor represents and warrants that all such filings, registrations and recordings have been delivered to the Agent Lender in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule II. Each I. The Grantor agrees that at the sole cost and expense of the GrantorsGrantor, (i) such the Grantor will maintain the security interest created by this Security Agreement in the Collateral as a perfected first priority security interest subject to no Liens other than Permitted Liens and shall defend such security interest against the claims and demands of all Persons (other than with respect to Permitted LiensEncumbrances), (ii) such the Grantor shall furnish to the Agent Lender from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Agent Lender may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the reasonable written request of the AgentLender, such the Grantor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Agent Lender may reasonably request, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable Laws) in effect in any United States jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Agent Lender and in such offices (including, without limitation, the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case to perfect, continue and maintain a valid, enforceable, first priority security interest (subject to Permitted Liens having priority under applicable Law and the Liens of the ABL Collateral Agent in the ABL Priority Collateral as provided herein) herein and to preserve the other rights and interests granted to the Agent Lender hereunder, as against the Grantors Grantor and third parties (other than with respect to Permitted LiensEncumbrances), with respect to the Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each (a). Grantor represents and warrants that the only filings, registrations and recordings necessary and appropriate to create, preserve, protect, publish notice of and perfect the security interest granted by each Grantor to the Administrative Agent (for the benefit of the Secured Parties and, to the extent provided for in Section 10.1, for the benefit of the 2037 ASC Debentures HoldersCredit Parties) pursuant to this Related Real Estate Collateral Security Agreement in respect of the Collateral in which the security interest may be perfected by such filings, recording and registration are listed on in Schedule II 3.1 hereto. Each Grantor represents and warrants that all such filings, registrations and recordings have been delivered to the Administrative Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule II3.1 hereto. Each Grantor agrees that at the sole cost and expense of the GrantorsGrantor, (ia) such Grantor will maintain the security interest created by this Related Real Estate Collateral Security Agreement in the Collateral as a perfected first priority security interest (subject to no Liens other than Permitted Liens Encumbrances having priority by operation of law) and shall defend such security interest against the claims and demands of all Persons (other than with respect to Permitted LiensEncumbrances), (iib) such Grantor shall furnish to the Administrative Agent from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Administrative Agent may reasonably request, all in reasonable detail and (iiic) at any time and from time to time, upon the reasonable written request of the Administrative Agent, such Grantor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Administrative Agent may reasonably request, including the filing of any financing statements, continuation statements and other documents (including this Related Real Estate Collateral Security Agreement) under the UCC (or other applicable LawsLaw) in effect in any United States jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Agent and in such offices (including, without limitation, the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case to perfect, continue and maintain a valid, enforceable, first priority security interest (subject to Permitted Liens Encumbrances having priority under applicable Law and the Liens by operation of the ABL Collateral Agent in the ABL Priority Collateral law) as provided herein) herein and to preserve the other rights and interests granted to the Administrative Agent hereunder, as against the Grantors Grantor and third parties (other than with respect to Permitted LiensEncumbrances), with respect to the Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. (a) Each Grantor hereby represents and warrants to the Collateral Trustee that the only filings, registrations and recordings necessary and appropriate to create, preserve, protect, publish notice of and perfect the security interest granted by each Grantor the Grantors to the Agent (for the benefit of the Secured Parties and, to the extent provided for in Section 10.1, for the benefit of the 2037 ASC Debentures Holders) Collateral Trustee pursuant to this Security Agreement in respect of the Collateral in which the security interest may be perfected by such filings, recording and registration are listed on Schedule II hereto. Each Grantor represents and warrants that all such filings, registrations and recordings have been delivered to the Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule IIVI annexed hereto. Each Grantor agrees that at the sole cost and expense of the Grantors, (i) such each Grantor will maintain the security interest created by this Security Agreement in the Collateral as a perfected security interest subject to no Liens other than Permitted Liens having at least the priority required hereunder and shall defend such security interest against the claims and demands of all Persons (other than with respect to Permitted Liens)Persons, (ii) such each Grantor shall will furnish to the Agent Collateral Trustee from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Agent Collateral Trustee may reasonably requestrequest in writing, all in reasonable detail and (iii) at any time and from time to time, upon the reasonable written request of the Agent, such each Grantor shall will promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as necessary or reasonably advisable for the Agent may reasonably requestpurpose of obtaining or preserving the full benefits of this Security Agreement and of the rights and powers herein granted, including the filing of any financing statements, or continuation statements and other documents (including this Security Agreement) statement under the UCC (or other applicable Lawssimilar laws) in effect in any United States jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all control agreements in form and substance reasonably satisfactory to the Agent and in such offices (including, without limitation, the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case to perfect, continue and maintain a valid, enforceable, first priority security interest (subject to Permitted Liens having priority under applicable Law and the Liens of the ABL Collateral Agent in the ABL Priority Collateral as provided herein) and to preserve the other rights and interests granted to the Agent hereunder, as against the Grantors and third parties (other than with respect to Permitted Liens), with respect to the CollateralTrustee.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor The Pledgor represents and warrants that as of the date hereof the only filings, registrations and recordings UCC-1 financing statement necessary to perfect the security interest granted by each Grantor the Pledgor to the Collateral Agent (for the benefit of the Secured Parties and, to the extent provided for in Section 10.1, for the benefit of the 2037 ASC Debentures Holders) pursuant to this Security Agreement in respect of the Pledged Collateral in which (to the extent a UCC financing statement can perfect such security interest may be perfected by such filings, recording and registration are interest) is listed on Schedule II hereto6 of the Perfection Certificate. Each Grantor represents and warrants that all such filings, registrations and recordings have Such UCC-1 financing statement has been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each applicable governmental, municipal or other office specified in on Schedule II6 of the Perfection Certificate. Each Grantor The Pledgor agrees that at the sole cost and expense of the GrantorsPledgor, (i) such Grantor the Pledgor will maintain the security interest created by this Security Agreement in the Pledged Collateral as a valid, enforceable, perfected First Priority (or, in the case of Term Loan Priority Collateral, Second Priority) security interest (subject to no Liens other than Permitted Liens and the requirements of this Agreement), except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability, and shall defend such security interest against the claims and demands of all Persons persons (other than with respect to the holders of such Permitted Liens), ) and (ii) such Grantor shall furnish to the Agent from time to time such other reports in connection with the Collateral as the Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the reasonable written request of the Collateral Agent, such Grantor the Pledgor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably requestrequest for the purpose of obtaining or preserving the full benefits of this Agreement and the rights and powers herein granted, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable Lawssimilar laws) in effect in any jurisdiction in the United States jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreementshereby, all in form reasonably satisfactory to the Agent and in such offices (including, without limitation, the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case to perfect, continue and maintain a valid, enforceable, first priority security interest (subject to Permitted Liens having priority under applicable Law and the Liens of the ABL Collateral Agent in the ABL Priority Collateral as provided herein) and to preserve the other rights and interests granted to the Agent hereunder, as against the Grantors and third parties (other than with respect to Permitted Liens), with respect to the CollateralAgent.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor represents and warrants that the The only filings, registrations and recordings necessary to create, preserve, protect, publish notice of and perfect the security interest granted by each Grantor Pledgor to the Collateral Agent (for the benefit of the Secured Parties and, to the extent provided for in Section 10.1, for the benefit of the 2037 ASC Debentures HoldersParties) pursuant to this Security Agreement in respect of the Pledged Collateral are the UCC financing statements listed in which Schedule 7 of the security interest may be perfected by such filings, recording and registration are listed on Schedule II heretoPerfection Certificate. Each Grantor represents and warrants that all All such filings, registrations and recordings have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule II7 of the Perfection Certificate and shall be filed, registered and recorded immediately after the date thereof. Each Grantor Pledgor agrees that at the sole cost and expense of the GrantorsPledgors, (i) such Grantor Pledgor will maintain the security interest created by this Security Agreement in the Pledged Collateral as a perfected security interest subject to no Liens other than Permitted Liens the extent required by the Credit Documents having at least the priority required under the Credit Documents and shall defend such security interest against the claims and demands of all Persons (other than with respect to Permitted Liens)Persons, (ii) such Grantor shall Pledgor will furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Pledged Collateral and such other reports in connection with the Pledged Collateral as the Collateral Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the reasonable written request of the Collateral Agent, such Grantor shall Pledgor will promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably requestrequest for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including the filing of any financing statements, or continuation statements and other documents (including this Security Agreement) statement under the UCC (or other applicable Lawssimilar laws) in effect in any United States jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Agent and in such offices (including, without limitation, the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case to perfect, continue and maintain a valid, enforceable, first priority security interest (subject to Permitted Liens having priority under applicable Law and the Liens of the ABL Collateral Agent in the ABL Priority Collateral as provided herein) and to preserve the other rights and interests granted to the Agent hereunder, as against the Grantors and third parties (other than with respect to Permitted Liens), with respect to the Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor Pledgor represents and warrants that the only filings, registrations and recordings necessary and appropriate to create, preserve, protect, publish notice of and perfect the security interest granted by each Grantor Pledgor to the Collateral Agent (for the benefit of the Secured Parties and, to the extent provided for in Section 10.1, for the benefit of the 2037 ASC Debentures HoldersCredit Parties) pursuant to this Security Agreement in respect of the Pledged Collateral in which the security interest may be perfected by such filingsfiling, recording or registration in the United States (or any political subdivision thereof) and registration its territories and possessions are listed on Schedule II I hereto. Each Grantor Pledgor represents and warrants that all such filings, registrations and recordings have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule II. I. Each Grantor Pledgor agrees that at the sole cost and expense of the GrantorsPledgors, (i) to the extent required by this Agreement or the Credit Agreement, such Grantor Pledgor will maintain the security interest created by this Security Agreement in the Pledged Collateral as a perfected first priority (subject only to Permitted Encumbrances having priority under applicable Law) security interest subject to no Liens other than Permitted Liens and shall defend such security interest against the claims and demands of all Persons (other than with respect to Permitted LiensEncumbrances), and (ii) such Grantor shall furnish to the Agent from time to time such other reports in connection with extent required by this Agreement or the Collateral as the Agent may reasonably requestCredit Agreement, all in reasonable detail and (iii) at any time and from time to time, upon the reasonable written request of the Collateral Agent, such Grantor Pledgor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably requestdeem necessary for the purpose of obtaining or preserving the full benefits of this Agreement and the rights and powers herein granted, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable Laws) in effect in any United States jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Blocked Account Agreements, all in form reasonably satisfactory to the Collateral Agent and in such offices (including, without limitation, the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case to perfect, continue and maintain a valid, enforceable, first priority security interest (subject only to Permitted Liens Encumbrances having priority under applicable Law and the Liens of the ABL Collateral Agent Law) security interest in the ABL Priority Pledged Collateral as provided herein) herein and to preserve the other rights and interests granted to the Collateral Agent hereunder, as against the Grantors and third parties (other than with respect to Permitted LiensEncumbrances), with respect to the Pledged Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor represents and warrants that the only filings, registrations and recordings necessary and appropriate in the United States to create, preserve, protect and perfect the security interest granted by each such Grantor to the Collateral Agent (for the benefit of the Secured Parties and, to the extent provided for in Section 10.1, for the benefit of the 2037 ASC Debentures HoldersCredit Parties) pursuant to this Security Agreement in respect of the Collateral in which the security interest may be perfected by such filings, recording and registration are listed on in Schedule II hereto1.04 to the Perfection Certificate. Each Grantor represents and warrants that all such filings, registrations and recordings have been delivered to the Collateral Agent in completed (and, to the extent necessary or appropriate, duly executed executed) form for filing in each governmental, municipal or other office specified in Schedule II1.04 to the Perfection Certificate. Each Grantor agrees that at the sole cost and expense of the Grantors, (i) such Grantor will take such actions as are necessary to maintain the security interest created by this Security Agreement in the Collateral as a perfected first priority security interest and, subject to no Liens other than Permitted Liens and Encumbrances, shall take such commercially reasonable actions as are necessary to defend such security interest against the claims and demands of all Persons (other than with respect to Permitted Liens)Persons, (ii) such Grantor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral Collateral, in each case as the Collateral Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the reasonable written request of the Collateral Agent, such Grantor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably requestdeem necessary for the purpose of obtaining or preserving the full benefits of this Agreement and the rights and powers herein granted, including the filing of any financing statements, continuation statements and other documents (including this Security the Agreement) under the UCC (or other applicable Laws) in effect in any United States jurisdiction with respect to the security interest created hereby and the execution and delivery of Blocked Account Agreements and/or Securities Account Control Agreements, all in form reasonably satisfactory to the Collateral Agent and in such offices (including, without limitation, the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case law to perfect, continue and maintain a valid, enforceable, first priority security interest (subject to Permitted Liens having priority under applicable Law and the Liens of the ABL Collateral Agent in the ABL Priority Collateral as provided herein) herein and to preserve the other rights and interests granted to the Collateral Agent hereunder, as against the Grantors and third parties (other than with respect to Permitted LiensEncumbrances), with respect to the Collateral; provided, however, that no Grantor shall be required to make any filings or take any other action to create, record or perfect the Collateral Agent’s security interest on any Collateral outside of the United States or enter into security or pledge agreements governed by laws other than the laws of the United States, any state thereof or the District of Columbia.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor represents and warrants that the only filings, registrations and recordings necessary and appropriate to create, preserve, protect, publish notice of and perfect the security interest granted by each Grantor to the Agent Lender (for its own benefit and the benefit of the Secured Parties and, to the extent provided for in Section 10.1, for the benefit of the 2037 ASC Debentures HoldersCredit Parties) pursuant to this Security Agreement in respect of the Collateral in which the security interest may be perfected by such filings, recording and registration are listed on Schedule II heretohereto (except with respect to Copyrights). Each Grantor represents and warrants that all such filings, registrations and recordings have been delivered to the Agent Lender in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule II. Each Grantor agrees that at the sole cost and expense of the Grantors, (i) subject to SECTION 2.3(d) with respect to Copyrights, such Grantor will maintain the security interest created by this Security Agreement in the Collateral as a perfected first priority security interest subject to no Liens other than Permitted Liens and shall defend such security interest against the claims and demands of all Persons (other than with respect to Permitted LiensEncumbrances), (ii) such Grantor shall furnish to the Agent Lender from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Agent Lender may reasonably request, all in reasonable detail and (iii) subject to SECTION 2.3(d) with respect to Copyrights at any time and from time to time, upon the reasonable written request of the AgentLender, such Grantor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Agent Lender may reasonably request, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable Laws) in effect in any United States jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Agent Lender and in such offices (including, without limitation, the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case to perfect, continue and maintain a valid, enforceable, first priority security interest (subject to Permitted Liens having priority under applicable Law and the Liens of the ABL Collateral Agent in the ABL Priority Collateral as provided herein) herein and to preserve the other rights and interests granted to the Agent Lender hereunder, as against the Grantors and third parties (other than with respect to Permitted LiensEncumbrances), with respect to the Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor Pledgor represents and warrants that the only filings, registrations and recordings all filings necessary to perfect the security interest granted by each Grantor it to the Administrative Agent (for the benefit of the Secured Parties and, to the extent provided for in Section 10.1, for the benefit of the 2037 ASC Debentures Holders) pursuant to this Security Agreement in respect of the Pledged Collateral in which the security interest may be perfected by such filings, recording and registration are listed on Schedule II hereto. Each Grantor represents and warrants that all such filings, registrations and recordings have been delivered to the Administrative Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule II7 annexed to the Perfection Certificate (to the extent required to be listed on the schedules to the Perfection Certificate as of the date this representation is made or deemed made). Each Grantor Pledgor agrees that at the sole cost and expense of the GrantorsPledgors, (i) such Grantor Pledgor will maintain the security interest created by this Security Agreement in the Pledged Collateral as a perfected first priority security interest subject to no Liens other than Permitted Liens and shall defend such security interest against the claims and demands of all Persons (other than with respect to Permitted Liens)persons except Liens permitted under the Credit Agreement, (ii) such Grantor Pledgor shall furnish to the Administrative Agent from time to time (but no more frequently than quarterly) statements and schedules further identifying and describing the Pledged Collateral and such other reports in connection with the Pledged Collateral as the Administrative Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the reasonable written request of the Administrative Agent, such Grantor Pledgor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Administrative Agent may reasonably requestrequest for the purpose of obtaining or preserving the full benefits of this Agreement and the rights and powers herein granted, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC Uniform Commercial Code (or other applicable Lawssimilar laws) in effect in any United States jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Administrative Agent and in such offices (including, without limitation, including the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case law to perfect, continue and maintain a valid, enforceable, first priority security interest (subject to Permitted Liens having priority under applicable Law and the Liens of the ABL Collateral Agent in the ABL Priority Pledged Collateral as provided herein) herein and to preserve the other rights and interests granted to the Administrative Agent hereunder, as against the Grantors and third parties (other than with respect to Permitted Liens)parties, with respect to the Pledged Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor represents and warrants that the only filings, registrations and recordings necessary and appropriate to create, preserve, protect, publish notice of and perfect the security interest granted by each Grantor to the Collateral Agent (for the benefit of the Secured Parties and, to the extent provided for in Section 10.1, for the benefit of the 2037 ASC Debentures HoldersCredit Parties) pursuant to this Security Agreement in respect of the Collateral in which the security interest may be perfected by such filings, recording and registration are listed on Schedule II I hereto. Each Grantor represents and warrants that all such filings, registrations and recordings have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule II. I. Each Grantor agrees that at the sole cost and expense of the Grantors, (i) such Grantor will maintain the security interest created by this Security Agreement in the Collateral as a perfected first priority (subject to, with respect to priority, Permitted Encumbrances having priority by operation of law) security interest subject to no Liens other than Permitted Liens and shall defend such security interest against the claims and demands of all Persons (other than with respect to Permitted LiensEncumbrances), (ii) such Grantor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the reasonable written request of the Collateral Agent, such Grantor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably request, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable Laws) in effect in any United States jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Collateral Agent and in such offices (including, without limitation, the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case to perfect, continue and maintain a valid, enforceable, first priority (subject to, with respect to priority, Permitted Encumbrances having priority by operation of law) security interest (subject to Permitted Liens having priority under applicable Law and the Liens of the ABL Collateral Agent in the ABL Priority Collateral as provided herein) herein and to preserve the other rights and interests granted to the Collateral Agent hereunder, as against the Grantors and third parties (other than with respect to Permitted LiensEncumbrances), with respect to the Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor represents and warrants that the only filings, registrations and recordings necessary and appropriate to create, preserve, protect, publish notice of and perfect the security interest granted by each Grantor to the Collateral Agent (for the benefit of the Secured Parties and, to the extent provided for in Section 10.1, for the benefit of the 2037 ASC Debentures HoldersCredit Parties) pursuant to this Security Agreement in respect of the Collateral in which the security interest may be perfected by such filings, recording and registration are listed on Schedule II hereto. Each Grantor represents and warrants that all such filings, registrations and recordings have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule II. Each Grantor agrees that at the sole cost and expense of the Grantors, (i) such Grantor will maintain the security interest created by this Security Agreement in the Collateral as a perfected first priority security interest subject to no Liens other than Permitted Liens and shall defend such security interest against the claims and demands of all Persons (other than with respect to Permitted LiensEncumbrances), (ii) such Grantor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the reasonable written request of the Collateral Agent, such Grantor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably request, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable Laws) in effect in any United States jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Collateral Agent and in such offices (including, without limitation, the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case to perfect, continue and maintain a valid, enforceable, first priority security interest (subject to Permitted Liens having priority under applicable Law and the Liens of the ABL Collateral Agent in the ABL Priority Collateral as provided herein) herein and to preserve the other rights and interests granted to the Collateral Agent hereunder, as against the Grantors and third parties (other than with respect to Permitted LiensEncumbrances), with respect to the Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor Pledgor represents and warrants that the only filings, registrations and recordings all filings necessary to perfect the security interest granted by each Grantor it to the Agent (for the benefit of the Secured Parties and, to the extent provided for in Section 10.1, for the benefit of the 2037 ASC Debentures Holders) pursuant to this Security Agreement Collateral Trustee in respect of the Pledged Collateral in which the security interest may be perfected by such filings, recording and registration are listed on Schedule II hereto. Each Grantor represents and warrants that all such filings, registrations and recordings have been delivered to the Agent Collateral Trustee in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in the filing offices set forth opposite such Pledgor's name on Schedule II3.20 annexed to the Credit Agreement. Each Grantor Pledgor agrees that at the sole cost and expense of the GrantorsPledgors, (i) such Grantor Pledgor will maintain the security interest created by this Security Agreement in the Pledged Collateral as a perfected first priority security interest subject to no Liens other than Permitted Liens the extent such priority and perfection may be legally obtained and maintained and shall defend such security interest against the claims and demands of all Persons (other than with respect to persons except Permitted Collateral Liens), (ii) such Grantor Pledgor shall furnish to the Agent Collateral Trustee from time to time statements and schedules further identifying and describing the Pledged Collateral and such other reports in connection with the Pledged Collateral as the Agent Collateral Trustee may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the reasonable written request of the AgentCollateral Trustee, such Grantor Pledgor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Agent Collateral Trustee may reasonably requestrequest for the purpose of obtaining or preserving the full benefits of this Agreement and the rights and powers herein granted, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC Uniform Commercial Code (or other applicable Lawssimilar laws) in effect in any United States jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Agent Collateral Trustee and in such offices (including, without limitation, including the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case law to perfect, continue and maintain a valid, enforceable, first priority security interest (subject to Permitted Liens having priority under applicable Law and the Liens of the ABL Collateral Agent in the ABL Priority Pledged Collateral as provided herein) herein to the extent such perfection and priority may be achieved by the filing of such documents and to preserve the other rights and interests granted to the Agent Collateral Trustee hereunder, as against the Grantors and third parties (other than with respect to Permitted Liens)parties, with respect to the Pledged Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor represents and warrants that the only filings, registrations and recordings necessary and appropriate to create, preserve, protect, publish notice of and perfect the security interest granted by each Grantor to the Collateral Agent (for the benefit of the Secured Parties and, to the extent provided for in Section 10.1, for the benefit of the 2037 ASC Debentures HoldersParties) pursuant to this Security Agreement in respect of the Collateral in which the security interest may be perfected by such filings, recording and registration are listed on Schedule II hereto. Each Grantor represents and warrants that all such filings, registrations and recordings have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule II. Each Grantor agrees that at the sole cost and expense of the Grantors, (i) such Grantor will maintain the security interest created by this Security Agreement in the Collateral as a perfected first priority security interest (subject in priority only to no Liens other than those Permitted Liens having priority under applicable law or otherwise permitted to have priority pursuant to the terms of the Credit Agreement) and shall defend such security interest against the claims and demands of all Persons (other than with respect to Permitted Liens), (ii) such Grantor shall shall, within the time period for delivery of the annual financial statements under Subsection 7.1(a) of the Credit Agreement, furnish to the Collateral Agent from time a supplement to time such other reports in connection with the Collateral as Perfection Certificate setting forth any additions or changes thereto since the Agent may reasonably request, all in reasonable detail later of the Closing Date and delivery of the previous supplement pursuant to this clause (ii) and (iii) at any time and from time to time, upon the reasonable written request of the Collateral Agent, such Grantor shall promptly and duly execute and deliver, and and, if applicable, file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably request, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable Lawslaws) in effect in any United States jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Collateral Agent and in such offices (including, without limitation, the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law law in each case to perfect, continue and maintain a valid, enforceable, first priority security interest (subject in priority only to those Permitted Liens having priority under applicable Law and law or otherwise permitted to have priority pursuant to the Liens terms of the ABL Collateral Agent Credit Agreement) in the ABL Priority Collateral as provided herein) herein and to preserve the other rights and interests granted to the Collateral Agent hereunder, as against the Grantors and third parties (other than with respect to Permitted Liens), with respect to the Collateral; provided that, notwithstanding any other provision of this Security Agreement or any other Loan Document, neither the Borrower nor any Grantor will be required to (x) take any action in any jurisdiction other than the United States of America, or required by the laws of any such non-U.S. jurisdiction, or enter into any security agreement or pledge agreement governed by the laws of any such non-U.S. jurisdiction, in order to create any security interests (or other Liens) in assets located or titled outside of the United States of America or to perfect under the laws of any such non-U.S. jurisdiction any security interests (or other Liens) in any Collateral or (y) file any fixture filing with respect to any security interest in Fixtures affixed to or attached to any real property constituting Excluded Property.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each The Grantor represents and warrants that the only filings, registrations and recordings necessary and appropriate to create, preserve, protect, publish notice of and perfect the security interest granted by each the Grantor to the Agent (for the benefit of the Secured Parties and, to the extent provided for in Section 10.1, for the benefit of the 2037 ASC Debentures Holders) Lender pursuant to this Security Agreement in respect of the Collateral in which the security interest may be perfected by such filings, recording and registration are listed on Schedule II I hereto. Each The Grantor represents and warrants that all such filings, registrations and recordings have been delivered to the Agent Lender in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule II. Each I. The Grantor agrees that at the sole cost and expense of the GrantorsGrantor, (i) such the Grantor will maintain the security interest created by this Security Agreement in the Collateral as a perfected first priority security interest subject to no Liens other than Permitted Liens and shall defend such security interest against the claims and demands of all Persons (other than with respect to Permitted Liens), (ii) such the Grantor shall furnish to the Agent Lender from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Agent Lender may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the reasonable written request of the AgentLender, such the Grantor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Agent Lender may reasonably request, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable Lawslaws) in effect in any United States jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreementshereby, all in form reasonably satisfactory to the Agent and in such offices (includingLender, without limitation, the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law law in each case to perfect, continue and maintain a valid, enforceable, first priority security interest (subject to Permitted Liens having priority under applicable Law and the Liens of the ABL Collateral Agent in the ABL Priority Collateral as provided herein) herein and to preserve the other rights and interests granted to the Agent Lender hereunder, as against the Grantors Grantor and third parties (other than with respect to Permitted Liens), with respect to the Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor represents and warrants that the only filings, registrations and recordings necessary and appropriate to create, preserve, protect, publish notice of and perfect the security interest granted by each Grantor to the Agent (for the benefit of the Secured Parties and, to the extent provided for in Section 10.1, for the benefit of the 2037 ASC Debentures HoldersCanadian Credit Parties) pursuant to this Security Agreement in respect of the Collateral in which the a security interest may be perfected by such filings, recording and registration Control or by the filing of a PPSA financing statement are listed on Schedule II I hereto. Each Grantor represents and warrants that all such filings, registrations and recordings have been delivered to the Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule II. Each I. Grantor agrees that at the sole cost and expense of the GrantorsGrantor, (i) such Grantor will maintain the security interest created by this Security Agreement in the Collateral as a perfected security interest (subject only to no Liens other than Permitted Liens Encumbrances having priority by operation of applicable Law) and shall defend such security interest against the claims and demands of all Persons (other than with respect to Permitted LiensEncumbrances), (ii) such Grantor shall furnish to the Agent from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the reasonable written request of the Agent, such Grantor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Agent may reasonably request, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC PPSA (or other applicable Laws) in effect in any United States jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Agent and in such offices (including, without limitation, the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case to perfect, continue and maintain a valid, enforceable, first priority security interest (subject to Permitted Liens having priority under applicable Law and the Liens of the ABL Collateral Agent in the ABL Priority Collateral as provided herein) herein and to preserve the other rights and interests granted to the Agent hereunder, as against the Grantors Grantor and third parties (other than with respect to Permitted LiensEncumbrances), with respect to the Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor Pledgor represents and warrants that the only filings, registrations and recordings all filings necessary to perfect the security interest granted by each Grantor it to the Collateral Agent (for the benefit of the Secured Parties and, to the extent provided for in Section 10.1, for the benefit of the 2037 ASC Debentures Holders) pursuant to this Security Agreement in respect of the Pledged Collateral in which the security interest may be perfected by such filings, recording and registration are listed on Schedule II hereto. Each Grantor represents and warrants that all such filings, registrations and recordings have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule II7 annexed to the Perfection Certificate (to the extent required to be listed on the schedules to the Perfection Certificate as of the date this representation is made or deemed made). Each Grantor Pledgor agrees that at the sole cost and expense of the GrantorsPledgors, (i) such Grantor Pledgor will maintain the security interest created by this Security Agreement in the Pledged Collateral as a perfected first priority security interest subject to no Liens other than Permitted Liens and shall defend such security interest against the claims and demands of all Persons (other than with respect to persons except Permitted Collateral Liens), (ii) such Grantor Pledgor shall furnish to the Collateral Agent from time to time (but no more frequently than quarterly) statements and schedules further identifying and describing the Pledged Collateral and such other reports in connection with the Pledged Collateral as the Collateral Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the reasonable written request of the Collateral Agent, such Grantor Pledgor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably requestrequest for the purpose of obtaining or preserving the full benefits of this Agreement and the rights and powers herein granted, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC Uniform Commercial Code (or other applicable Lawssimilar laws) in effect in any United States jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Collateral Agent and in such offices (including, without limitation, including the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case law to perfect, continue and maintain a valid, enforceable, first priority security interest (subject to Permitted Liens having priority under applicable Law and the Liens of the ABL Collateral Agent in the ABL Priority Pledged Collateral as provided herein) herein and to preserve the other rights and interests granted to the Collateral Agent hereunder, as against the Grantors and third parties (other than with respect to Permitted Liens)parties, with respect to the Pledged Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor represents and warrants that that, subject to the entry by the Bankruptcy Court of the Interim Financing Order (as the same may be amended, supplemented or otherwise modified by the Final Financing Order), the only filings, registrations and recordings necessary and appropriate to create, preserve, protect, publish notice of and perfect the security interest granted by each Grantor to the Collateral Agent (for the benefit of the Secured Parties and, to the extent provided for in Section 10.1, for the benefit of the 2037 ASC Debentures HoldersCredit Parties) pursuant to this Security Agreement in respect of the Collateral in which the security interest may be perfected by such filings, recording and registration are listed on Schedule II hereto. Each Grantor represents and warrants that all such filings, registrations and recordings have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule II. Each Grantor agrees that at the sole cost and expense of the Grantors, (i) such Grantor will maintain the security interest created by this Security Agreement in the Collateral as a perfected first priority security interest (subject to no Liens other than Permitted Liens the Intercreditor Agreement and the Financing Orders) and shall defend such security interest against the claims and demands of all Persons (other than with respect to Permitted LiensEncumbrances and subject to the Financing Orders), (ii) such Grantor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the reasonable written request of the Collateral Agent, such Grantor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably request, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable Laws) in effect in any United States jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Collateral Agent and in such offices (including, without limitation, the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case to perfect, continue and maintain a valid, enforceable, first priority security interest in the Collateral as provided herein (subject to Permitted Liens having priority under applicable Law the Financing Orders) and according to the Liens terms of the ABL Collateral Agent in the ABL Priority Collateral as provided herein) Intercreditor Agreement and to preserve the other rights and interests granted to the Collateral Agent hereunder, as against the Grantors and third parties (other than with respect subject to Permitted Liensthe Financing Orders), with respect to the Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor Pledgor represents and warrants that the only filings, registrations and recordings all filings necessary to perfect the security interest granted by each Grantor it to the Collateral Agent (for the benefit of the Secured Parties and, to the extent provided for in Section 10.1, for the benefit of the 2037 ASC Debentures Holders) pursuant to this Security Agreement in respect of the Pledged Collateral in which the security interest may be perfected by such filings, recording and registration are listed on Schedule II hereto. Each Grantor represents and warrants that all such filings, registrations and recordings have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule II6 annexed to the Perfection Certificate. Each Grantor Pledgor agrees that at the sole cost and expense of the GrantorsPledgors, (i) such Grantor Pledgor will maintain the security interest created by this Security Agreement in the Pledged Collateral as a perfected first priority security interest subject to no Liens other than Permitted Liens and shall defend such security interest against the claims and demands of all Persons (other than with respect to persons except Permitted Collateral Liens), (ii) such Grantor Pledgor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Pledged Collateral and such other reports in connection with the Pledged Collateral as the Collateral Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the reasonable written request of the Collateral Agent, such Grantor Pledgor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably requestrequest for the purpose of obtaining or preserving the full benefits of this Agreement and the rights and powers herein granted, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC Uni- form Commercial Code (or other applicable Lawssimilar laws) in effect in any United States jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Collateral Agent and in such offices (including, without limitation, including the United States Patent and Trademark Office and the United States Copyright OfficeOffice and equivalent foreign offices) wherever required by applicable Law in each case law to perfect, continue and maintain a valid, enforceable, first priority security interest (subject to Permitted Liens having priority under applicable Law and the Liens of the ABL Collateral Agent in the ABL Priority Pledged Collateral as provided herein) herein and to preserve the other rights and interests granted to the Collateral Agent hereunder, as against the Grantors and third parties (other than with respect to Permitted Liens)parties, with respect to the Pledged Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. (a) Each Grantor represents and warrants that the only filings, registrations and recordings necessary to perfect the security interest interests granted by each Grantor to the Agent (for the benefit of the Secured Parties and, to the extent provided for in Section 10.1, for the benefit of the 2037 ASC Debentures Holders) pursuant to this Security Agreement in respect will, upon completion of the Collateral in which the security interest may be perfected by such filings, recording filings and registration are listed other actions specified on Schedule II hereto. Each Grantor represents hereto (which, in the case of all filings and warrants that all such filingsother documents referred to on said Schedule, registrations and recordings have been or will be delivered to the Agent in completed and, to the extent necessary or appropriateif applicable, duly executed form in accordance with the Credit Agreement and the other Loan Documents) constitute valid perfected security interests in favor of the Agent, for filing the benefit of the Credit Parties, in each governmentalcase prior and superior in right to any other Lien (other than Permitted Encumbrances which, municipal by operation of Law, the ABL Intercreditor Agreement or other office specified any customary intercreditor agreement, would have priority to the Liens securing the Obligations), as collateral security for the Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor, in (a) all Collateral, Liens in which can be perfected by the filing of an appropriate UCC-1 financing statement and (b) all registered Intellectual Property identified in Schedule IIIII to the Perfection Certificate, to the extent that Liens therein can be perfected by filing of a security agreement with the United States Patent and Trademark Office or the United States Copyright Office, as applicable. Each Grantor further represents and warrants that the security interests granted pursuant to this Agreement in Deposit Accounts and Securities Accounts or cash and cash equivalents contained therein will constitute valid perfected security interests in favor of the Agent, for the benefit of the Credit Parties, as collateral security for the Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor upon the entry by the applicable parties into appropriate Control Agreements, in any case to the extent required by the Loan Documents. Each Grantor agrees that at the sole cost and expense of the Grantors, and without limiting any of the other provisions of this Agreement (i) such Grantor will maintain the security interest created by this Security Agreement in the Collateral as a perfected security interest subject to no Liens other than Permitted Liens and shall defend such security interest against the claims and demands of all Persons (other than with respect to Permitted Liensincluding, without limitation, SECTION 3.3 hereof), (ii) such Grantor shall furnish to the Agent from time to time such other reports in connection with the Collateral as the Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the reasonable written request of the Agent, such Grantor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Agent may reasonably requestrequest for the purpose of obtaining or preserving the full benefits of this Agreement and the other Loan Documents and the rights and powers herein and therein granted, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable Laws) in effect in any United States jurisdiction with respect and, to the security interest created hereby and extent applicable, the execution and delivery of Control AgreementsAgreements and intellectual property agreements or instruments to be filed with the United States Patent and Trademark Office or the United States Copyright Office, all in form reasonably satisfactory to the Agent and in such offices (including, without limitation, the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case to perfect, continue and maintain a valid, enforceable, first priority security interest (subject to Permitted Liens having priority under applicable Law and the Liens of the ABL Collateral Agent in the ABL Priority Collateral as provided herein) and to preserve the other rights and interests granted to the Agent hereunder, as against the Grantors and third parties (other than with respect to Permitted Liens), with respect to the Collateralmay reasonably request.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor Pledgor represents and warrants that as of the date hereof the only filings, registrations UCC-1 financing statements and recordings Collateral Vessel Mortgage filings necessary to perfect the security interest granted by each Grantor Pledgor to the Collateral Agent (for the benefit of the Secured Parties and, to the extent provided for in Section 10.1, for the benefit of the 2037 ASC Debentures Holders) pursuant to this Security Agreement in respect of the Pledged Collateral in which (to the extent a UCC financing statement or Collateral Vessel Mortgage filing can perfect such security interest may be perfected by such filings, recording and registration interest) are listed on Schedule II hereto6 and Schedule 13 of the Perfection Certificate, as applicable. Each Grantor represents All such UCC-1 financing statements and warrants that all such filings, registrations and recordings Collateral Vessel Mortgage filings have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each applicable governmental, municipal or other office specified in on Schedule II6 and Schedule 13 of the Perfection Certificate, as applicable. Each Grantor Pledgor agrees that at the sole cost and expense of the GrantorsPledgors, (i) such Grantor Pledgor will maintain the security interest created by this Security Agreement in the Pledged Collateral as a valid, enforceable, perfected First Priority (or, in the case of Term Loan Priority Collateral, Second Priority) security interest (subject to no Liens other than Permitted Liens and the requirements of this Agreement), except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability, and shall defend such security interest against the claims and demands of all Persons persons (other than with respect to the holders of such Permitted Liens), ) and (ii) such Grantor shall furnish to the Agent from time to time such other reports in connection with the Collateral as the Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the reasonable written request of the Collateral Agent, such Grantor Pledgor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably requestrequest for the purpose of obtaining or preserving the full benefits of this Agreement and the rights and powers herein granted, including (w) the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable Lawssimilar laws) in effect in any jurisdiction in the United States jurisdiction with respect to the security interest created hereby and hereby, (x) the filing of Collateral Vessel Mortgages with the National Vessel Documentation Center, (y) the execution and delivery of Control AgreementsAgreements with respect to Controlled Accounts (and, with respect to any such accounts located outside of the United States, customary security arrangements in the applicable jurisdictions for perfecting a security interest in such accounts and assets credited thereto), all in form reasonably satisfactory to the Collateral Agent and (z) filings in such offices (including, without limitation, the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case to perfect, continue and maintain a valid, enforceable, first priority security interest (subject to Permitted Liens having priority under applicable Law and the Liens of the ABL Collateral Agent in the ABL Priority Collateral as provided herein) and to preserve the other rights and interests granted to the Agent hereunder, as against the Grantors and third parties (other than Office with respect to Permitted Liens)issued, with respect to the registered or applied for Material IP Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor represents and warrants that the only filingsGuarantor agrees that, registrations and recordings necessary to perfect the security interest granted by each Grantor to the Agent (for the benefit of the Secured Parties and, to the extent provided for in Section 10.1, for the benefit of the 2037 ASC Debentures Holders) pursuant to this Security Agreement in respect of the Collateral in which the security interest may be perfected by such filings, recording and registration are listed on Schedule II hereto. Each Grantor represents and warrants that all such filings, registrations and recordings have been delivered to the Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule II. Each Grantor agrees that at the sole cost and expense of the GrantorsGuarantors, (i) such Grantor Guarantor will maintain the security interest created by this Security Agreement in the Collateral as a perfected second priority security interest subject to no Liens other than Permitted Liens and shall defend such security interest against the claims and demands of all Persons (other than with respect to Permitted Liens), (ii) such Grantor Guarantor shall furnish to the Agent Lender from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Agent Lender may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the reasonable written request of the AgentLender, such Grantor Guarantor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Agent Lender may reasonably request, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable Lawslaws) in effect in any United States jurisdiction with respect to the security interest created hereby and (but excluding the execution and delivery right to request control agreements in respect of Control Agreementsdeposit accounts or investment property), all in form reasonably satisfactory to the Agent Lender and in such offices (including, without limitation, the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law law in each case to perfect, continue and maintain a valid, enforceable, first second priority security interest (subject to Permitted Liens having priority under applicable Law and the Liens of the ABL Collateral Agent in the ABL Priority Collateral as provided herein) herein and to preserve the other rights and interests granted to the Agent hereunderXxxxxx xxxxxxxxx, as against the Grantors Guarantors and third parties (other than with respect to Permitted Liens), with respect to the Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor represents and warrants that the only filings, registrations and recordings necessary and appropriate to create, preserve, protect, publish notice of and perfect the security interest granted by each Grantor to the Agent (for the benefit of the Secured Parties and, to the extent provided for in Section 10.1, for the benefit of the 2037 ASC Debentures HoldersCredit Parties) pursuant to this Security Agreement in respect of the Collateral in which the security interest may be perfected by such filings, recording and registration are listed on Schedule II hereto. Each Grantor represents and warrants that all such filings, registrations and recordings have been delivered to the Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule II. Each Grantor agrees that at the sole cost and reasonable expense of the Grantors, (i) such Grantor will maintain the security interest created by this Security Agreement in the Collateral as a perfected first priority security interest (subject to no Liens other than Permitted Liens in favor of the ABL Agent having the priority set forth in the Intercreditor Agreement) and shall defend such security interest against the claims and demands of all Persons (other than with respect to Permitted LiensEncumbrances), and (ii) such Grantor shall furnish to the Agent from time to time such other reports in connection with the Collateral as the Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the reasonable written request of the Agent, such Grantor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Agent may reasonably request, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable Laws) in effect in any United States jurisdiction with respect to the security interest created hereby and the execution and delivery of Account Control Agreements, all in form reasonably satisfactory to the Agent and in such offices (including, without limitation, the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case to perfect, continue and maintain a valid, enforceable, first priority security interest (subject to Permitted Liens having priority under applicable Law and the Liens of the ABL Collateral Agent in the ABL Priority Collateral as provided herein) , and being subject to Liens in favor of the ABL Agent having the priority set forth in the Intercreditor Agreement, and to preserve the other rights and interests granted to the Agent hereunder, as against the Grantors and third parties (other than with respect to Permitted LiensEncumbrances), with respect to the Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor Pledgor represents and warrants that the only filings, registrations and recordings necessary to perfect the security interest granted by each Grantor Pledgor to the Collateral Agent (for the benefit of the Secured Parties and, to the extent provided for in Section 10.1, for the benefit of the 2037 ASC Debentures Holders) pursuant to this Security Agreement in respect of the Collateral in which the security interest may be perfected by such filings, recording and registration are listed on Schedule II 1 hereto. Each Grantor represents and warrants that all All such filings, registrations and recordings have been delivered to the Collateral Agent in completed and, to the extent necessary necessary, advisable or appropriateprudent, duly executed form for filing in each applicable governmental, municipal or other office specified in on Schedule II1 hereto. Each Grantor Pledgor agrees that at the sole cost and expense of the GrantorsPledgors, (i) such Grantor Pledgor will maintain the security interest created by this Security Agreement in the Collateral as a valid and enforceable perfected first priority security interest (subject to no Liens other than Permitted Liens Liens) and shall defend such security interest against the claims and demands of all Persons (other than with respect to Permitted Liens)Persons, (ii) such Grantor Pledgor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the reasonable written request of the Collateral Agent, such Grantor Pledgor shall promptly (and in any event within three Business Days or such longer period as may be agreed to in writing by the Collateral Agent in its sole discretion) and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably requestrequest for the purpose of obtaining or preserving the full benefits of this Agreement and the rights and powers herein granted, including the filing of any financing statementsstatements and amendments thereof, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable Lawssimilar laws) in effect in any United States jurisdiction with respect to the security interest created hereby hereby, the execution of one or more security documents compatible with applicable local law and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Collateral Agent and in such offices (including, without limitation, including the United States Patent and Trademark Office and the United States Copyright Office) wherever required by or applicable Law under applicable Legal Requirements to perfect (to the extent a security interest in each case to perfectsuch Collateral may be so perfected under applicable Legal Requirements), continue and maintain a valid, enforceable, first priority security interest (subject to Permitted Liens having priority under applicable Law and the Liens of the ABL Collateral Agent Liens) in the ABL Priority Collateral as provided herein) herein and to preserve the other rights and interests granted to the Collateral Agent hereunder, as against the Grantors and third parties (other than with respect to Permitted Liens)parties, with respect to the Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor Pledgor represents and warrants that the only filings, registrations and recordings all filings necessary to perfect the security interest granted by each Grantor it to the Administrative Agent (for the benefit of the Secured Parties and, to the extent provided for in Section 10.1, for the benefit of the 2037 ASC Debentures Holders) pursuant to this Security Agreement in respect of the Pledged Collateral in which the security interest may be perfected by such filings, recording and registration are listed on Schedule II hereto. Each Grantor represents and warrants that all such filings, registrations and recordings have been delivered to the Administrative Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule II7 annexed to the Perfection Certificate (to the extent required to be listed on the schedules to the Perfection Certificate as of the date this representation is made or deemed made). Each Grantor Pledgor agrees that at the sole cost and expense of the GrantorsPledgors, (i) such Grantor Pledgor will maintain the security interest created by this Security Agreement in the Pledged Collateral as a perfected first priority security interest subject to no Liens other than Permitted Liens and shall defend such security interest against the claims and arid demands of all Persons (other than with respect to Permitted Liens)persons except Liens permitted under the Credit Agreement, (ii) such Grantor Pledgor shall furnish to the Administrative Agent from time to time (but no more frequently than quarterly) statements and schedules further identifying and describing the Pledged Collateral and such other reports in connection with the Pledged Collateral as the Administrative Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the reasonable written request of the Administrative Agent, such Grantor Pledgor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Administrative Agent may reasonably requestrequest for the purpose of obtaining or preserving the full benefits of this Agreement and the Lights and powers herein granted, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC Uniform Commercial Code (or other applicable Lawssimilar laws) in effect in any United States jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Administrative Agent and in such offices (including, without limitation, including the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case law to perfect, continue and maintain a valid, enforceable, first priority security interest (subject to Permitted Liens having priority under applicable Law and the Liens of the ABL Collateral Agent in the ABL Priority Pledged Collateral as provided herein) herein and to preserve the other rights and interests granted to the Administrative Agent hereunder, as against the Grantors and third parties (other than with respect to Permitted Liens)parties, with respect to the Pledged Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor Pledgor represents and warrants that the only filings, registrations and recordings necessary to perfect the security interest granted by each Grantor Pledgor to the Agent (for Secured Party on the benefit of the Secured Parties and, to the extent provided for in Section 10.1, for the benefit of the 2037 ASC Debentures Holders) pursuant to this Security Agreement date hereof in respect of the Collateral in which the a security interest may be perfected by such filings, recording and registration the filing of a UCC financing statement are listed on Schedule II hereto3.1 to this Agreement. Each Grantor represents and warrants that all All such filings, registrations and recordings have been delivered to the Agent Secured Party in completed and, to the extent necessary or appropriateadvisable, duly executed form for filing in each applicable governmental, municipal or other office specified on Schedule 3.1 to this Agreement and Pledgors shall file, register or record such documents in Schedule IIthe applicable office. Each Grantor Pledgor agrees that at the sole cost and expense of the GrantorsPledgors, (i) such Grantor Pledgor will maintain the security interest created by this Security Agreement in the Collateral as a valid and enforceable perfected first priority security interest subject to no Liens other than Permitted Liens interest, except as expressly permitted by the terms of this Security Agreement or the Loan Agreement, and shall defend such security interest against the claims and demands of all Persons (other than with respect to Permitted Liens)Persons, (ii) such Grantor Pledgor shall furnish to the Agent Secured Party from time to time such other reports in connection with statements and schedules further identifying and describing the Collateral as the Agent Secured Party may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the reasonable written request of the AgentSecured Party, such Grantor Pledgor shall promptly (and in any event within 10 days) and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Agent Secured Party may reasonably requestrequest for the purpose of obtaining or preserving the full benefits of this Agreement and the rights and powers herein granted, including the filing of any financing statementsstatements and amendments thereof, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable Lawssimilar laws) in effect in any United States jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Agent Agreements and in such offices (including, without limitation, including the United States Patent and Trademark Office and the United States Copyright Office) wherever required by or applicable Law under applicable Legal Requirements to perfect (to the extent a security interest in each case to perfectsuch Collateral may be so perfected under applicable Legal Requirements), continue and maintain a valid, enforceable, first priority security interest (subject to Permitted Liens having priority under applicable Law and the Liens of the ABL Collateral Agent in the ABL Priority Collateral as provided herein) herein and to preserve the other rights and interests granted to the Agent Secured Party hereunder, as against the Grantors and third parties (other than with respect to Permitted Liens)parties, with respect to the Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor represents and warrants that the only filings, registrations and recordings necessary to perfect the security interest granted by each Grantor to the Collateral Agent (for the benefit of the Secured Parties and, to the extent provided for in Section 10.1, for the benefit of the 2037 ASC Debentures HoldersCredit Parties) pursuant to this Security Agreement in respect of the Collateral in which the security interest may be perfected by such filings, recording and registration are listed on Schedule II hereto. Each Grantor represents and warrants that all such filings, registrations and recordings have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule II. Each Grantor agrees that at the sole cost and expense of the Grantors, (i) such Grantor will maintain the security interest created by this Security Agreement in the Collateral as a perfected security interest subject to no Liens liens other than Permitted Liens Encumbrances and shall defend such security interest against the claims and demands of all Persons (other than with respect to Permitted LiensEncumbrances), (ii) such Grantor shall furnish to the Collateral Agent from time to time such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the reasonable written request of the Collateral Agent, such Grantor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably request, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable Laws) in effect in any United States jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Collateral Agent and in such offices (including, without limitation, the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case to perfect, continue and maintain a valid, enforceable, first priority security interest (subject to Permitted Liens Encumbrances having priority under applicable Law and the Liens of the ABL Collateral Agent Pari Term Debt Agents (as defined in the ABL Priority Intercreditor Agreement) in the Collateral as provided herein) herein and to preserve the other rights and interests granted to the Collateral Agent hereunder, as against the Grantors and third parties (other than with respect to Permitted LiensEncumbrances), with respect to the Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor represents and warrants that that, as of the date hereof, the only filings, registrations and recordings necessary and appropriate to create, preserve, protect, publish notice of and perfect the security interest granted by each Grantor to the Collateral Agent (for the benefit of the Secured Parties and, to the extent provided for in Section 10.1, for the benefit of the 2037 ASC Debentures HoldersCredit Parties) pursuant to this Security Agreement in respect of the Collateral in which the security interest may be perfected by such filings, recording and registration are listed on Schedule II hereto. Each Grantor represents and warrants that all such filings, registrations and recordings have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule II. Each Grantor agrees that at the sole cost and expense of the Grantors, (i) such Grantor will maintain the security interest created by this Security Agreement in the Collateral as a perfected first priority security interest subject to no Liens other than Permitted Liens and shall defend such security interest against the claims and demands of all Persons (other than with respect to Permitted LiensEncumbrances), (ii) such Grantor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the reasonable written request of the Collateral Agent, such Grantor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably request, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable Laws) in effect in any United States jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Collateral Agent and in such offices (including, without limitation, the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case to perfect, continue and maintain a valid, enforceable, first priority security interest (subject to Permitted Liens having priority under applicable Law and the Liens of the ABL Collateral Agent in the ABL Priority Collateral as provided herein) herein and to preserve the other rights and interests granted to the Collateral Agent hereunder, as against the Grantors and third parties (other than with respect to Permitted LiensEncumbrances), with respect to the Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor represents and warrants that the only filings, registrations and recordings necessary to create, preserve, protect, publish notice of and perfect the security interest granted by each Grantor to the Agent (for the benefit of the Secured Parties and, to the extent provided for in Section 10.1, for the benefit of the 2037 ASC Debentures HoldersCredit Parties) pursuant to this Security Agreement in respect of the Collateral Collateral, other than Fixtures located in which the security interest may be perfected by such filingsstores, recording and registration are listed on Schedule II hereto. Each Grantor represents and warrants that all such filings, registrations and recordings have been delivered to the Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule II. Each Grantor agrees that at the sole cost and expense of the Grantors, (i) such Grantor will take all actions reasonably requested by Agent to maintain the security interest created by this Security Agreement in the Collateral as a perfected security interest interest, subject only to no Liens other than Permitted Liens Encumbrances under and as defined in the Notes, and shall defend such security interest against the claims and demands of all Persons (other than with respect to Permitted LiensEncumbrances), (ii) without limiting the foregoing, upon Agent’s request therefor, such Grantor shall furnish to the Agent from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the reasonable written request of the Agent, such Grantor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Agent may reasonably request, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable Laws) in effect in any United States jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Agent and in such offices (including, without limitation, the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case to perfect, continue and maintain a valid, enforceable, first second priority security interest (subject to Permitted Liens having priority under applicable Law and the Liens of the ABL Collateral Agent in the ABL Priority Collateral as provided herein) herein and to preserve the other rights and interests granted to the Agent hereunder, as against the Grantors and third parties (other than with respect to Permitted LiensEncumbrances), with respect to the Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Except with respect to non-U.S. and non-Canadian Intellectual Property Collateral, each Grantor represents and warrants that the only filings, registrations and recordings necessary and appropriate to create, preserve, protect, publish notice of and perfect the security interest granted by each Grantor to the Collateral Agent (for the benefit of the Secured Parties and, to the extent provided for in Section 10.1, for the benefit of the 2037 ASC Debentures HoldersCredit Parties) pursuant to this Security Agreement in respect of the Collateral in which the security interest may be perfected by such filings, recording and registration are listed on Schedule II hereto. Each Grantor represents and warrants that all such filings, registrations and recordings (other than with respect to non-U.S. and non-Canadian Intellectual Property Collateral) have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule II. Each Grantor agrees that at the sole cost and expense of the Grantors, (i) such Grantor will maintain the security interest created by this Security Agreement in the Collateral (other than with respect to non-U.S. and non-Canadian Intellectual Property Collateral) as a perfected security interest (subject only to no Liens other than Permitted Liens Encumbrances having priority by operation of applicable Law and except as otherwise provided in the Intercreditor Agreement) and shall defend such security interest against the claims and demands of all Persons (other than with respect to Permitted LiensEncumbrances and (non-U.S. and non-Canadian Intellectual Property Collateral), (ii) except with respect to non-U.S. and non-Canadian Intellectual Property Collateral, such Grantor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the reasonable written request of the Collateral Agent, such Grantor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably request, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable Laws) in effect in any United States jurisdiction with respect to the security interest created hereby (other than with respect to non-U.S. and non-Canadian Intellectual Property Collateral) and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Collateral Agent and in such offices (including, without limitation, the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case to perfect, continue and maintain a valid, enforceable, first priority security interest (subject to Permitted Liens having priority under applicable Law and the Liens of the ABL Collateral Agent in the ABL Priority Collateral (other than with respect to non-U.S. and non-Canadian Intellectual Property Collateral) as provided herein) herein and to preserve the other rights and interests granted to the Collateral Agent hereunder, as against the Grantors and third parties (other than with respect to Permitted LiensEncumbrances), with respect to the Collateral (other than non-U.S. and non-Canadian Intellectual Property Collateral).

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor Pledgor represents and warrants that the only filings, registrations and recordings necessary to perfect the security interest granted by each Grantor Pledgor to the Collateral Agent (for the benefit of the Secured Parties and, to the extent provided for in Section 10.1, for the benefit of the 2037 ASC Debentures Holders) pursuant to this Security Agreement in respect of the Collateral in which the security interest may that can be perfected by such filings, recording filing financing statements and registration the Intellectual Property Collateral are listed on Schedule II 1 hereto. Each Grantor represents and warrants that all All such filings, registrations and recordings have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriaterequested by the Collateral Agent, duly executed form for filing in each applicable governmental, municipal or other office specified in on Schedule II1 hereto. Each Grantor Pledgor agrees that at the sole cost and expense of the GrantorsPledgors, (i) such Grantor Pledgor will maintain the security interest created by this Security Agreement in the Collateral as a valid and enforceable perfected first priority security interest (subject to no Liens other than Permitted Liens Liens) and shall defend such security interest against the claims and demands of all Persons (other than with respect to the holders of Permitted Liens, in their capacity as such), (ii) such Grantor Pledgor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the reasonable written request of the Collateral Agent, such Grantor Pledgor shall promptly (and in any event within ten (10) Business Days or such longer period as may be agreed to in writing by the Collateral Agent in its sole discretion) and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably requestrequest for the purpose of obtaining or preserving the full benefits of this Agreement and the rights and powers herein granted, including the filing of any financing statementsstatements and amendments thereof, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable Lawssimilar laws) in effect in any United States jurisdiction with respect to the security interest created hereby hereby, the execution of one or more security documents compatible with applicable local law and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Collateral Agent and in such offices (including, without limitation, including the United States Patent and Trademark Office and the United States Copyright Office) wherever required by or applicable Law under applicable Legal Requirements to perfect (to the extent a security interest in each case to perfectsuch Collateral may be so perfected under applicable Legal Requirements), continue and maintain a valid, enforceable, first priority security interest (subject to Permitted Liens having priority under applicable Law and the Liens of the ABL Collateral Agent Liens) in the ABL Priority Collateral as provided herein) herein and to preserve the other rights and interests granted to the Collateral Agent hereunder, as against the Grantors and third parties (other than with respect to Permitted Liens)parties, with respect to the Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor represents and warrants that the only filings, registrations and recordings necessary and appropriate to perfect by filing a financing statement or by filing with the United States Patent and Trademark Office and the United States Copyright Office with respect to the security interest granted by each Grantor to the Collateral Agent (for the benefit of the Secured Parties and, to the extent provided for in Section 10.1, for the benefit of the 2037 ASC Debentures HoldersParties) pursuant to this Security Agreement in respect of the Collateral in which the security interest may be perfected by such filings, recording and registration are listed on Schedule SCHEDULE II hereto. Each Grantor represents and warrants that all such filings, registrations and recordings have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule IISCHEDULE II . Each Grantor agrees that at the sole cost and expense of the Grantors, (i) such Grantor will maintain the security interest created by this Security Agreement in the Collateral as a valid, enforceable, perfected first priority security interest (subject to no Liens other than Permitted Liens permitted pursuant to Section 8.02 of the Credit Agreement) and shall use its commercially reasonable efforts to defend such security interest against the claims and demands of all Persons (other than with respect to Permitted LiensLiens permitted under Section 8.02 of the Credit Agreement), and (ii) such Grantor shall furnish to the Agent from time to time such other reports in connection with the Collateral as the Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the reasonable written request of the Collateral Agent, such Grantor shall promptly and duly execute and deliverdeliver to the Collateral Agent for filing or recording, and file and have recordedas applicable, such further instruments and documents and take such further action as the Collateral Agent may reasonably request, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable Lawslaws) in effect in any United States jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreementshereby, all in form reasonably satisfactory to the Collateral Agent and in such offices (including, without limitation, the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law law in each case to perfect, continue and maintain a valid, enforceable, first priority security interest in the Collateral as provided herein (subject to Permitted Liens having priority permitted under applicable Law and the Liens Section 8.02 of the ABL Collateral Agent in the ABL Priority Collateral as provided herein) and to preserve the other rights and interests granted to the Agent hereunder, as against the Grantors and third parties (other than with respect to Permitted LiensCredit Agreement), with respect to the Collateral. Notwithstanding the foregoing, nothing in this Security Agreement shall require any Grantor (i) that is a Domestic Subsidiary to make any filings or take any other actions to record or perfect the Collateral Agent’s security interest in any Intellectual Property Collateral outside of the United States, or (ii) that is a Foreign Subsidiary to make any filings or take any other actions to record or perfect the Collateral Agent’s security interest in any Intellectual Property Collateral outside its jurisdiction of organization.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor Pledgor represents and warrants that the only filings, registrations and recordings all filings necessary to perfect the security interest granted hereunder by each Grantor it to the Collateral Agent (for the benefit of the Secured Parties and, to the extent provided for in Section 10.1, for the benefit of the 2037 ASC Debentures Holders) pursuant to this Security Agreement in respect of the Pledged Collateral (including, without limitation, As-Extracted Collateral) (other than Pledged Collateral in which the a security interest may cannot be perfected by such filings, recording and registration are listed on Schedule II hereto. Each Grantor represents and warrants that all such filings, registrations and recordings under the UCC) have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule II6 annexed to the Perfection Certificate. Each Grantor Pledgor agrees that at the sole cost and expense of the GrantorsPledgors, (i) such Grantor Pledgor, except as otherwise expressly permitted by the Credit Agreement or other provisions hereof, will maintain the security interest created by this Security Agreement in the Pledged Collateral as a perfected perfected, first-priority security interest subject to no Liens other than Permitted Liens and shall defend such security interest against the claims and demands of all Persons (other than with respect to persons except Permitted Collateral Liens), (ii) such Grantor Pledgor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Pledged Collateral and such other reports in connection with the Pledged Collateral as the Collateral Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the reasonable written request of the Collateral Agent, such Grantor Pledgor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably requestrequest for the purpose of obtaining or preserving the full benefits of this Agreement and the rights and powers herein granted, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable Lawssimilar laws) in effect in any United States jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Collateral Agent and in such offices (including, without limitation, including the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case law to perfect, continue and maintain a valid, enforceable, first first-priority security interest (subject to Permitted Liens having priority under applicable Law and the Liens of the ABL Collateral Agent in the ABL Priority Pledged Collateral as provided herein) herein and to preserve the other rights and interests granted to the Collateral Agent hereunder, as against the Grantors and third parties (other than with respect to Permitted Liens)parties, with respect to the CollateralPledged Collateral subject to Permitted Collateral Liens.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor Pledgor represents and warrants that the only filings, registrations and recordings all filings necessary to perfect the security interest granted by each Grantor it to the Collateral Agent (for the benefit of the Secured Parties and, to the extent provided for in Section 10.1, for the benefit of the 2037 ASC Debentures Holders) pursuant to this Security Agreement in respect of the Pledged Collateral in which the security interest may be perfected by such filings, recording and registration are listed on Schedule II hereto. Each Grantor represents and warrants that all such filings, registrations and recordings have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule IISCHEDULE 7 annexed to the Perfection Certificate. Each Grantor Pledgor agrees that at the sole cost and expense of the GrantorsPledgors, (i) such Grantor Pledgor will maintain the security interest created by this Security Agreement in the Pledged Collateral as a perfected first priority security interest subject to no Liens other than Permitted Liens the extent required by this Agreement and shall defend such security interest against the claims and demands of all Persons (other than with respect to persons except Permitted Collateral Liens), (ii) such Grantor Pledgor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Pledged Collateral and such other reports in connection with the Pledged Collateral as the Collateral Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the reasonable written request of the Collateral Agent, such Grantor Pledgor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably requestrequest for the purpose of obtaining or preserving the full benefits of this Agreement and the rights and powers herein granted, including the filing (including by electronic filing) of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC Uniform Commercial Code (or other applicable Lawssimilar laws) in effect in any United States jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Collateral Agent and in such offices (including, without limitation, including the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case law to perfect, continue and maintain a valid, enforceable, first priority security interest (subject to Permitted Liens having priority under applicable Law and the Liens of the ABL Collateral Agent in the ABL Priority Pledged Collateral as provided herein) herein and to preserve the other rights and interests granted to the Collateral Agent hereunder, as against the Grantors and third parties (other than with respect to Permitted Liens)parties, with respect to the Pledged Collateral. Notwithstanding anything to the contrary contained in this Agreement, no representation or warranty is made by any Pledgor as to the perfection or priority of any security interest in Intellectual Property Collateral which is registered in a jurisdiction other than and outside of the United States or any equipment covered by a certificate of title which cannot be perfected by UCC filings with the relevant Governmental Authority.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor represents and warrants that the only filings, registrations and recordings necessary to perfect the security interest interests granted by each Grantor to the Agent (for the benefit of the Secured Parties and, to the extent provided for in Section 10.1, for the benefit of the 2037 ASC Debentures Holders) pursuant to this Security Agreement in respect will, upon completion of the Collateral in which the security interest may be perfected by such filings, recording filings and registration are listed other actions specified on Schedule II hereto. Each Grantor represents I (which, in the case of all filings and warrants that all such filingsother documents referred to on said Schedule, registrations and recordings have been or will be delivered to the Agent in completed and, to the extent necessary or appropriateif applicable, duly executed form in accordance with the Credit Agreement and the other Loan Documents) constitute valid perfected security interests in all of the Collateral as of the date hereof in favor of the Agent, for filing the ratable benefit of the Credit Parties, as collateral security for such Grantor’s Secured Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor and any Persons purporting to purchase any Collateral from such Grantor, other than with respect to Deposit Accounts and Securities Accounts or cash and cash equivalents contained therein, in each governmental, municipal case as to which perfection of the lien granted herein is not required hereunder or under any other office specified in Schedule IILoan Document. Each Grantor agrees that at the sole cost and expense of the Grantors, (i) such Grantor will maintain the security interest created by this Security Agreement in the Collateral as a perfected security interest subject to no Liens other than Permitted Liens having the priority required by the Credit Agreement and shall defend such security interest against the claims and demands of all Persons (other than with respect to Permitted Liens), Encumbrances and subject to the rights of the Grantors to dispose of the Collateral to the extent permitted under the Loan Documents) and (ii) such Grantor shall furnish to the Agent from time to time such other reports in connection with the Collateral as the Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the reasonable written request of the Agent, such Grantor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Agent may reasonably requestrequest for the purpose of obtaining or preserving the full benefits of this Agreement and the other Loan Documents and the rights and powers herein and therein granted, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable Laws) in effect in any United States jurisdiction with respect and, to the security interest created hereby and extent applicable, the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Agent and in such offices (including, without limitation, the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case to perfect, continue and maintain a valid, enforceable, first priority security interest (subject to Permitted Liens having priority under applicable Law and the Liens of the ABL Collateral Agent in the ABL Priority Collateral as provided herein) and to preserve the other rights and interests granted to the Agent hereunder, as against the Grantors and third parties (other than with respect to Permitted Liens), with respect to the Collateralmay reasonably request.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor Pledgor represents and warrants that the only filings, registrations and recordings all filings necessary to perfect the security interest granted by each Grantor it to the Collateral Agent (for the benefit of the Secured Parties and, to the extent provided for in Section 10.1, for the benefit of the 2037 ASC Debentures Holders) pursuant to this Security Agreement in respect of the Pledged Collateral in which the security interest may be perfected by such filings, recording and registration are listed on Schedule II hereto. Each Grantor represents and warrants that all such filings, registrations and recordings have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule II7 annexed to the Perfection Certificate; provided, however, that the subsequent recordation of one or more of the documents attached hereto as Exhibit 6, 7 or 8 may be necessary to perfect the security interest in any issued registrations and applications for other U.S. Copyrights, Patents or Trademarks that are acquired by any of the Pledgors after the date of the Security Agreement and additional filings and/or other actions may be necessary to perfect the Collateral Agent's security interest in any Copyrights, Patents or Trademarks that are created under the laws of jurisdictions outside the United States. Each Grantor Pledgor agrees that at the sole cost and expense of the GrantorsPledgors, (i) such Grantor Pledgor will maintain the security interest created by this Security Agreement in the Pledged Collateral as a perfected First Priority security interest (subject to no Liens other than Permitted Liens Collateral Liens) to the extent such priority and perfection may be legally obtained and maintained and shall defend such security interest against the claims and demands of all Persons (other than with respect to persons except Permitted Collateral Liens), (ii) such Grantor Pledgor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Pledged Collateral and such other reports in connection with the Pledged Collateral as the Collateral Agent may reasonably request, all in reasonable detail detail, and (iii) at any time and from time to time, upon the reasonable written request of the Collateral Agent, such Grantor Pledgor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably requestrequest for the purpose of obtaining or preserving the full benefits of this Agreement and the rights and powers herein granted, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC Uniform Commercial Code (or other applicable Lawssimilar laws) in effect in any United States jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Collateral Agent and in such offices (including, without limitation, including the United States Patent and Trademark Office and the United States Copyright Office) wherever reasonably required by applicable Law in each case law to perfect, continue and maintain a valid, enforceable, first priority First Priority security interest in the Pledged Collateral (subject to Permitted Liens having priority under applicable Law and the Liens of the ABL Collateral Agent in the ABL Priority Collateral Liens) as provided herein) herein to the extent such perfection and priority may be achieved by the filing of such documents and to preserve the other rights and interests granted to the Collateral Agent hereunder, as against the Grantors and third parties (other than with respect to Permitted Liens)parties, with respect to the Pledged Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor Pledgor represents and warrants that the only filings, registrations and recordings necessary and appropriate to create, preserve, protect, publish notice of and perfect the security interest granted by each Grantor Pledgor to the Collateral Agent (for the benefit of the Secured Parties and, to the extent provided for in Section 10.1, for the benefit of the 2037 ASC Debentures HoldersCredit Parties) pursuant to this Security Agreement in respect of the Pledged Collateral in which the security interest may be perfected by such filingsfiling, recording or registration in the United States (or any political subdivision thereof) and registration its territories and possessions are listed on Schedule II hereto. Each Grantor Pledgor represents and warrants that all such filings, registrations and recordings have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule II. Each Grantor Pledgor agrees that at the sole cost and expense of the GrantorsPledgors, (i) to the extent required by this Agreement or the Credit Agreement, such Grantor Pledgor will maintain the security interest created by this Security Agreement in the Pledged Collateral as a perfected first priority (subject only to Permitted Encumbrances having priority under applicable Law) security interest subject to no Liens other than Permitted Liens and shall defend such security interest against the claims and demands of all Persons (other than with respect to Permitted LiensEncumbrances), and (ii) such Grantor shall furnish to the Agent from time to time such other reports in connection with extent required by this Agreement or the Collateral as the Agent may reasonably requestCredit Agreement, all in reasonable detail and (iii) at any time and from time to time, upon the reasonable written request of the Collateral Agent, such Grantor Pledgor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably requestdeem necessary for the purpose of obtaining or preserving the full benefits of this Agreement and the rights and powers herein granted, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable Laws) in effect in any United States jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Blocked Account Agreements, all in form reasonably satisfactory to the Collateral Agent and in such offices (including, without limitation, the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case to perfect, continue and maintain a valid, enforceable, first priority security interest (subject only to Permitted Liens Encumbrances having priority under applicable Law and the Liens of the ABL Collateral Agent Law) security interest in the ABL Priority Pledged Collateral as provided herein) herein and to preserve the other rights and interests granted to the Collateral Agent hereunder, as against the Grantors and third parties (other than with respect to Permitted LiensEncumbrances), with respect to the Pledged Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor represents and warrants that the only filings, registrations and recordings necessary and appropriate to create, preserve, protect, publish notice of and perfect the security interest granted by each Grantor to the Collateral Agent (for the benefit of the Secured Parties and, to the extent provided for in Section 10.1, for the benefit of the 2037 ASC Debentures HoldersParties) pursuant to this Security Agreement in respect of the Collateral in which the security interest may be perfected by such filings, recording and registration are listed on in Schedule II hereto3.3 hereto (except with respect to Copyrights that are not Used Intellectual Property). Each Grantor represents and warrants that all such filings, registrations and recordings have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule II3.3 hereto. Each Grantor agrees that at the sole cost and expense of the Grantors, (ia) such Grantor will maintain the security interest created by this Security Agreement in the Collateral (other than Copyrights that are not Used Intellectual Property) as a perfected first priority security interest (subject to no Liens other than Permitted Liens Encumbrances having priority by operation of law and Permitted Encumbrances permitted by clause (t) of the definition of “Permitted Encumbrances” in the Credit Agreement) and shall defend such security interest against the claims and demands of all Persons (other than with respect to Permitted LiensEncumbrances), (iib) such Grantor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Collateral (other than Copyrights that are not Used Intellectual Property) and such other reports in connection with the Collateral (other than Copyrights that are not Used Intellectual Property) as the Collateral Agent may reasonably request, all in reasonable detail and (iiic) at any time and from time to time, upon the reasonable written request of the Collateral Agent, such Grantor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably request, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable LawsLaw) in effect in any United States jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Collateral Agent and in such offices (including, without limitation, with respect to the Used Intellectual Property, the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case to perfect, continue and maintain a valid, enforceable, first priority security interest (subject to Permitted Liens Encumbrances having priority under applicable Law by operation of law and the Liens Permitted Encumbrances permitted by clause (t) of the ABL Collateral Agent definition of “Permitted Encumbrances” in the ABL Priority Credit Agreement) in the Collateral (other than Copyrights that are not Used Intellectual Property) as provided herein) herein and to preserve the other rights and interests granted to the Collateral Agent hereunder, as against the Grantors and third parties (other than with respect to Permitted LiensEncumbrances), with respect to the Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor Pledgor represents and warrants that the only filings, registrations and recordings all filings necessary to perfect the security interest granted by each Grantor it to the Collateral Agent (for the benefit of the Secured Parties and, to the extent provided for in Section 10.1, for the benefit of the 2037 ASC Debentures Holders) pursuant to this Security Agreement in respect of the Pledged Collateral in which the security interest may be perfected by such filings, recording and registration are listed on Schedule II hereto. Each Grantor represents and warrants that all such filings, registrations and recordings have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule II6 annexed to the Perfection Certificate. Each Grantor Pledgor agrees that at the sole cost and expense of the GrantorsPledgors, (i) such Grantor Pledgor will maintain the security interest created by this Security Agreement in the Pledged Collateral as a perfected first priority security interest subject to no Liens other than Permitted Liens and shall defend such security interest against the claims and demands of all Persons (other than with respect to persons except Permitted Collateral Liens), (ii) such Grantor Pledgor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Pledged Collateral and such other reports in connection with the Pledged Collateral as the Collateral Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the reasonable written request of the Collateral Agent, such Grantor Pledgor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably requestrequest for the purpose of obtaining or preserving the full benefits of this Agreement and the rights and powers herein granted, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC Uniform Commercial Code (or other applicable Lawssimilar laws) in effect in any United States jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Collateral Agent and in such offices (including, without limitation, including the United States Patent and Trademark Office and the United States Copyright OfficeOffice and equivalent foreign offices) wherever required by applicable Law in each case law to perfect, continue and maintain a valid, enforceable, first priority security interest (subject to Permitted Liens having priority under applicable Law and the Liens of the ABL Collateral Agent in the ABL Priority Pledged Collateral as provided herein) herein and to preserve the other rights and interests granted to the Collateral Agent hereunder, as against the Grantors and third parties (other than with respect to Permitted Liens)parties, with respect to the Pledged Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor Pledgor represents and warrants that the only filings, registrations and recordings necessary and appropriate to create, preserve, protect, publish notice of and perfect the security interest granted by each Grantor Pledgor to the Agent (for the benefit of the Secured Parties and, to the extent provided for in Section 10.1, for the benefit of the 2037 ASC Debentures Holders) Party pursuant to this Security Agreement in respect of the Pledged Collateral in which the security interest may be perfected by such filings, recording and registration are listed on in Schedule II B hereto. Each Grantor Pledgor represents and warrants that all such filings, registrations and recordings have been delivered to the Agent Secured Party in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule IIB hereto and shall be filed, registered and recorded immediately after the date thereof. Each Grantor agrees that Pledgor agrees, at the sole cost and expense of the GrantorsPledgor, to: (i) such Grantor will maintain the security interest created by this Security Agreement in the Pledged Collateral as a perfected first priority security interest subject to no Liens other than Permitted Liens and shall defend such security interest against the claims and demands of all Persons (other than with respect to Permitted Liens)Persons, (ii) such Grantor shall furnish to the Agent Secured Party from time to time statements and schedules further identifying and describing the Pledged Collateral and such other reports in connection with the Pledged Collateral as the Agent Secured Party may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the reasonable written request of the AgentSecured Party, such Grantor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Agent Secured Party may reasonably requestrequest for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including the filing of any financing statements, or continuation statements and other documents (including this Security Agreement) statement under the UCC (or other applicable Lawssimilar laws) in effect in any United States jurisdiction with respect to the security interest created hereby hereby. REPRESENTATIONS, WARRANTIES AND COVENANTS Pledgor represents, warrants and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Agent and in such offices (including, without limitation, the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case to perfect, continue and maintain a valid, enforceable, first priority security interest (subject to Permitted Liens having priority under applicable Law and the Liens of the ABL Collateral Agent in the ABL Priority Collateral covenants as provided herein) and to preserve the other rights and interests granted to the Agent hereunder, as against the Grantors and third parties (other than with respect to Permitted Liens), with respect to the Collateral.follows:

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor represents and warrants that the only filings, registrations and recordings necessary and appropriate to create, preserve, protect, publish notice of and perfect the security interest granted by each Grantor to the Agent (for the benefit of the Secured Parties and, to the extent provided for in Section 10.1, for the benefit of the 2037 ASC Debentures HoldersCredit Parties) pursuant to |US-DOCS\118204566.6|| this Security Agreement in respect of the Collateral in which the security interest may be perfected by such filings, recording and registration are listed on Schedule II hereto. Each Grantor represents and warrants that all such filings, registrations and recordings have been delivered to the Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule II, in each case to the extent the Collateral consists of the type of property in which a security interest may be perfected by filing such financing statement under the UCC as enacted in any relevant jurisdiction or by filing any applicable intellectual property filing in the United States Patent and Trademark Office or in the United States Copyright Office. Each Grantor agrees that at the sole cost and expense of the Grantors, (i) such Grantor will maintain the security interest created by this Security Agreement in the Collateral as a perfected first priority security interest subject to no Liens other than Permitted Liens and shall defend such security interest against the claims and demands of all Persons (other than with respect to Permitted LiensEncumbrances), (ii) such Grantor shall furnish to the Agent from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the reasonable written request of the Agent, such Grantor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Agent may reasonably request, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable Laws) in effect in any United States jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, to the extent required under the Loan Documents, all in form reasonably satisfactory to the Agent and in such offices (including, without limitation, the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case to perfect, continue and maintain a valid, enforceable, first priority security interest (subject to Permitted Liens having priority under applicable Law and the Liens of the ABL Collateral Agent in the ABL Priority Collateral as provided herein) herein and to preserve the other rights and interests granted to the Agent hereunder, as against the Grantors and third parties (other than with respect to Permitted LiensEncumbrances), with respect to the Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor Pledgor represents and warrants that the only filings, registrations and recordings all filings necessary to perfect the security interest granted by each Grantor it to the Agent (for the benefit of the Secured Parties and, to the extent provided for in Section 10.1, for the benefit of the 2037 ASC Debentures Holders) pursuant to this Security Agreement in respect of the Pledged Collateral in which the security interest may be perfected by such filings, recording and registration are listed on Schedule II hereto. Each Grantor represents and warrants that all such filings, registrations and recordings have been delivered to the Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule II7 annexed to the Perfection Certificate (to the extent required to be listed on the schedules to the Perfection Certificate as of the date this representation is made or deemed made). Each Grantor Pledgor agrees that at the sole cost and expense of the GrantorsPledgors, (i) such Grantor Pledgor will maintain the security interest created by this Security Agreement in the Pledged Collateral as a perfected first priority security interest subject to no Liens other than Permitted Liens and shall defend such security interest against the claims and demands of all Persons (other than with respect to persons except Permitted Collateral Liens), (ii) such Grantor Pledgor shall furnish to the Agent from time to time statements and schedules further identifying and describing the Pledged Collateral and such other reports in connection with the Pledged Collateral as the Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the reasonable written request of the Agent, such Grantor Pledgor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Agent may reasonably requestrequest for the purpose of obtaining or preserving the full benefits of this Agreement and the rights and powers herein granted, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC Uniform Commercial Code (or other applicable Lawssimilar laws) in effect in any United States jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreementshereby, all in form reasonably satisfactory to the Agent and in such offices (including, without limitation, including the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case law to perfect, continue and maintain a valid, enforceable, first priority security interest (subject to Permitted Liens having priority under applicable Law and the Liens of the ABL Collateral Agent in the ABL Priority Pledged Collateral as provided herein) herein and to preserve the other rights and interests granted to the Agent hereunder, as against the Grantors and third parties (other than with respect to Permitted Liens)parties, with respect to the Pledged Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor represents and warrants that the only filings, registrations and recordings necessary and appropriate in the United States to create, preserve, protect and perfect the security interest granted by each such Grantor to the Collateral Agent (for the benefit of the Secured Parties and, to the extent provided for in Section 10.1, for the benefit of the 2037 ASC Debentures HoldersCredit Parties) pursuant to this Security Agreement in respect of the Collateral in which the security interest may be perfected by such filings, recording and registration are listed on in Schedule II hereto1.04 to the Perfection Certificate. Each Grantor represents and warrants that all such filings, registrations and recordings have been delivered to the Collateral Agent in completed (and, to the extent necessary or appropriate, duly executed executed) form for filing in each governmental, municipal or other office specified in Schedule II1.04 to the Perfection Certificate. Each Grantor agrees that at the sole cost and expense of the Grantors, (i) such Grantor will take such actions as are necessary to maintain the security interest created by this Security Agreement in the Collateral as a continuing perfected first priority security interest and, subject to no Liens other than Permitted Liens and Encumbrances, shall take such commercially reasonable actions as are necessary to defend such security interest against the claims and demands of all Persons (other than with respect to Permitted Liens)Persons, (ii) such Grantor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral Collateral, in each case as the Collateral Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the reasonable written request of the Collateral Agent, such Grantor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably requestdeem necessary for the purpose of obtaining or preserving the full benefits of this Agreement and the rights and powers herein granted, including the filing of any financing statements, continuation statements and other documents (including this Security the Agreement) under the UCC (or other applicable Laws) in effect in any United States jurisdiction with respect to the security interest created hereby and the execution and delivery of Blocked Account Agreements and/or Securities Account Control Agreements, all in form reasonably satisfactory to the Collateral Agent and in such offices (including, without limitation, the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case law to perfect, continue and maintain a valid, enforceable, first priority security interest (subject to Permitted Liens having priority under applicable Law and the Liens of the ABL Collateral Agent in the ABL Priority Collateral as provided herein) herein and to preserve the other rights and interests granted to the Collateral Agent hereunder, as against the Grantors and third parties (other than with respect to Permitted LiensEncumbrances), with respect to the Collateral; provided, however, that no Grantor shall be required to make any filings or take any other action to create, record or perfect the Collateral Agent’s security interest on any Collateral outside of the United States or enter into security or pledge agreements governed by laws other than the laws of the United States, any state thereof or the District of Columbia.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor Pledgor represents and warrants that the only filings, registrations and recordings all filings necessary to perfect the security interest granted by each Grantor it to the Administrative Agent (for the benefit of the Secured Parties and, to the extent provided for in Section 10.1, for the benefit of the 2037 ASC Debentures Holders) pursuant to this Security Agreement in respect of the Pledged Collateral in which the security interest United States (to the extent such Pledged Collateral may be perfected under Applicable Law by such filings, recording and registration are listed on Schedule II hereto. Each Grantor represents and warrants that all such filings, registrations and recordings ) have been delivered to the Administrative Agent in completed and, to the extent necessary or appropriatenecessary, duly executed form for filing in each governmental, municipal or other office specified in Schedule II6 annexed to the Perfection Certificate. Each Grantor Pledgor agrees that at the sole cost and expense of the GrantorsPledgors, (i) such Grantor Pledgor will maintain the security interest created by this Security Agreement in the Pledged Collateral as a perfected first priority security interest subject to no Liens other than Permitted Liens in the United States and shall defend such security interest against the claims and demands of all Persons (other than with respect persons, in each case, except Permitted Collateral Liens and to Permitted Liens)the extent filings necessary to perfect such security interest have been made by the Administrative Agent, (ii) such Grantor Pledgor shall furnish to the Administrative Agent from time to time statements and schedules further identifying and describing the Pledged Collateral and such other reports in connection with the Pledged Collateral as the Administrative Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the reasonable written request of the Administrative Agent, such Grantor Pledgor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Administrative Agent may reasonably requestrequest for the purpose of obtaining or preserving the full benefits of this Agreement and the rights and powers herein granted, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable Lawssimilar laws) in effect in any United States jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Administrative Agent and in such offices (including, without limitation, including the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case law to perfectperfect (to the extent such Pledged Collateral may be so perfected under Applicable Law), continue and maintain a valid, enforceable, first priority security interest (subject to the Permitted Liens having priority under applicable Law and the Liens of the ABL Collateral Agent Liens) in the ABL Priority Pledged Collateral in the United States as provided herein) herein and to preserve the other rights and interests granted to the Administrative Agent hereunder, as against the Grantors and third parties (other than with respect to Permitted Liens)parties, with respect to the Pledged Collateral; provided that so long as no Event of Default has occurred and is continuing, this Section 3.3 shall not be construed to restrict any Pledgor from abandoning or failing to pursue or enforce any Intellectual Property Collateral or registrations or applications therefor, which actions or inactions are taken in such Pledgor’s commercially reasonable discretion and would not reasonably be expected to materially impair the value of such Intellectual Property Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor represents and warrants that the only filings, registrations and recordings necessary and appropriate to create, preserve, protect, publish notice of and perfect the security interest granted by each Grantor to the Agent (for the benefit of the Secured Parties and, to the extent provided for in Section 10.1, for the benefit of the 2037 ASC Debentures HoldersCredit Parties) pursuant to this Security Agreement in respect of the Collateral in which the security interest may be perfected by such filings, recording and registration are listed on Schedule II hereto. Each Grantor represents and warrants that all such filings, registrations and recordings have been delivered to the Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule II. Each Grantor agrees that at the sole cost and reasonable expense of the Grantors, (i) such Grantor will maintain the security interest created by this Security Agreement in the Collateral as a perfected first priority security interest (subject to no Liens other than Permitted Liens in favor of the Term Agent having the priority set forth in the Intercreditor Agreement) and shall defend such security interest against the claims and demands of all Persons (other than with respect to Permitted LiensEncumbrances), and (ii) such Grantor shall furnish to the Agent from time to time such other reports in connection with the Collateral as the Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the reasonable written request of the Agent, such Grantor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Agent may reasonably request, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable Laws) in effect in any United States jurisdiction with respect to the security interest created hereby and the execution and delivery of Account Control Agreements, all in form reasonably satisfactory to the Agent and in such offices (including, without limitation, the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case to perfect, continue and maintain a valid, enforceable, first priority security interest (subject to Permitted Liens having priority under applicable Law and the Liens of the ABL Collateral Agent in the ABL Priority Collateral as provided herein) , and being subject to Liens in favor of the Term Agent having the priority set forth in the Intercreditor Agreement, and to preserve the other rights and interests granted to the Agent hereunder, as against the Grantors and third parties (other than with respect to Permitted LiensEncumbrances), with respect to the Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor Pledgor represents and warrants that the only filings, registrations and recordings necessary and appropriate to create, preserve, protect, publish notice of and perfect the security interest granted by each Grantor Pledgor to the Agent Trustee (for the benefit of the Secured Parties and, to the extent provided for in Section 10.1, for the benefit of the 2037 ASC Debentures HoldersParties) pursuant to this Security Agreement in respect of the Pledged Collateral in which the security interest may be perfected by such filings, recording and registration are listed on in Schedule II B hereto. Each Grantor Pledgor represents and warrants that all such filings, registrations and recordings have been delivered to the Agent Trustee in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule IIB hereto and shall be filed, registered and recorded immediately after the date thereof. Each Grantor Pledgor agrees that at the sole cost and expense of the GrantorsPledgors, (i) such Grantor Pledgor will maintain the security interest created by this Security Agreement in the Pledged Collateral as a perfected first priority security interest subject to no Liens other than Permitted Liens and shall defend such security interest against the claims and demands of all Persons (other than with respect to Permitted Liens)Persons, (ii) such Grantor shall Pledgor will furnish to the Agent Trustee from time to time statements and schedules further identifying and describing the Pledged Collateral and such other reports in connection with the Pledged Collateral as the Agent Trustee may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the reasonable written request of the AgentTrustee, such Grantor shall Pledgor will promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Agent Trustee may reasonably requestrequest for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including the filing of any financing statements, or continuation statements and other documents (including this Security Agreement) statement under the UCC (or other applicable Lawssimilar laws) in effect in any United States jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Agent and in such offices (including, without limitation, the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case to perfect, continue and maintain a valid, enforceable, first priority security interest (subject to Permitted Liens having priority under applicable Law and the Liens of the ABL Collateral Agent in the ABL Priority Collateral as provided herein) and to preserve the other rights and interests granted to the Agent hereunder, as against the Grantors and third parties (other than with respect to Permitted Liens), with respect to the Collateralhereby.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. (a) Each Grantor represents and warrants that the only filings, registrations and recordings necessary to perfect the security interest interests granted by each Grantor to the Agent (for the benefit of the Secured Parties and, to the extent provided for in Section 10.1, for the benefit of the 2037 ASC Debentures Holders) pursuant to this Security Agreement in respect will, upon completion of the Collateral in which the security interest may be perfected by such filings, recording filings and registration are listed other actions specified on Schedule II hereto. Each Grantor represents hereto (which, in the case of all filings and warrants that all such filingsother documents referred to on said Schedule, registrations and recordings have been or will be delivered to the Agent in completed and, to the extent necessary or appropriateif applicable, duly executed form in accordance with the Credit Agreement and the other Loan Documents) constitute legal and valid perfected security interests in favor of the Agent, for filing the benefit of the Credit Parties, in each governmentalcase prior and superior in right to any other Lien (other than Permitted Encumbrances), municipal as collateral security for the Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor, in (i) all Collateral, Liens in which can be perfected by the filing of an appropriate UCC-1 financing statement and (ii) all registered Intellectual Property identified in Section 7 of the Perfection Certificate, to the extent that Liens therein can be perfected by filing of a security agreement with the United States Patent and Trademark Office or other office specified the United States Copyright Office. Each Grantor further represents and warrants that the security interests granted pursuant to this Agreement in Schedule IIDeposit Accounts and Securities Accounts or cash and cash equivalents contained therein will constitute legal and valid perfected security interests in favor of the Agent, for the benefit of the Credit Parties, as collateral security for the Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor upon the entry by the applicable parties into appropriate Control Agreements, in any case to the extent required by the Loan Documents. Each Grantor agrees that at the sole cost and expense of the Grantors, and without limiting any of the other provisions of this Agreement (i) such Grantor will maintain the security interest created by this Security Agreement in the Collateral as a perfected security interest subject to no Liens other than Permitted Liens and shall defend such security interest against the claims and demands of all Persons (other than with respect to Permitted Liensincluding, without limitation, SECTION 3.3 hereof), (ii) such Grantor shall furnish to the Agent from time to time such other reports in connection with the Collateral as the Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the reasonable written request of the Agent, such Grantor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Agent may reasonably requestrequest for the purpose of obtaining or preserving the full benefits of this Agreement and the other Loan Documents and the rights and powers herein and therein granted, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable Laws) in effect in any United States jurisdiction with respect and, to the security interest created hereby and extent applicable, the execution and delivery of Control Agreements, endorsements and intellectual property agreements or instruments to be filed with the United States Patent and Trademark Office or the United States Copyright Office or, subject to the considerations set forth in SECTION 3.3(c), any similar office or agency in any other country or any political subdivision thereof, as applicable, all in form reasonably satisfactory to the Agent and in such offices (including, without limitation, the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case to perfect, continue and maintain a valid, enforceable, first priority security interest (subject to Permitted Liens having priority under applicable Law and the Liens of the ABL Collateral Agent in the ABL Priority Collateral as provided herein) and to preserve the other rights and interests granted to the Agent hereunder, as against the Grantors and third parties (other than with respect to Permitted Liens), with respect to the Collateralmay reasonably request.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor represents and warrants that the only filings, registrations and recordings necessary and appropriate to create, preserve, protect, publish notice of and perfect the security interest granted by each Grantor to the Collateral Agent (for the benefit of the Secured Parties and, to the extent provided for in Section 10.1, for the benefit of the 2037 ASC Debentures HoldersParties) pursuant to this Security Agreement in respect of the Collateral in which the security interest may be perfected by such filings, recording and registration are listed on in Schedule II hereto3.3 hereto (other than agreements under 17 U.S.C. § 201(d)(2) and any registrations with respect to Intellectual Property other than Registered Intellectual Property required in the United States Patent and Trademark Office or the United States Copyright Office, except to the extent such registration is required under Section 6.4 of this Security Agreement). Each Grantor represents and warrants that all such filings, registrations and recordings have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule II3.3 hereto . Each Grantor agrees that at the sole cost and expense of the Grantors, (ia) such Grantor will maintain the security interest created by this Security Agreement in the Collateral as a perfected first priority security interest (subject to, with respect to no Liens other than priority, the Intercreditor Agreement and Permitted Liens Encumbrances having priority by operation of law and Permitted Encumbrances permitted by clause (t) of the definition of “Permitted Encumbrances” in the Credit Agreement) and shall defend such security interest against the claims and demands of all Persons (other than with respect to Permitted LiensEncumbrances), (iib) such Grantor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Collateral (other than agreements under 17 U.S.C. § 201(d)(2)) and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail and (iiic) at any time and from time to time, upon the reasonable written request of the Collateral Agent, such Grantor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably request, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable Laws) in effect in any United States jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Collateral Agent and in such offices (including, without limitation, the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case to perfect, continue and maintain a valid, enforceable, first priority security interest (subject to Permitted Liens Encumbrances having priority under applicable Law by operation of law and the Liens Permitted Encumbrances permitted by clause (t) of the ABL Collateral Agent definition of “Permitted Encumbrances” in the ABL Priority Credit Agreement) in the Collateral (other than agreements under 17 U.S.C. § 201(d)(2) and any registrations with respect to Intellectual Property other than Registered Intellectual Property required in the United States Patent and Trademark Office or the United States Copyright Office, except to the extent such registration is required under Section 6.4 of this Security Agreement) as provided herein) herein and to preserve the other rights and interests granted to the Collateral Agent hereunder, as against the Grantors and third parties (other than with respect to Permitted LiensEncumbrances), with respect to the Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor Pledgor represents and warrants that the only filings, registrations and recordings all filings necessary to perfect per- fect the security interest granted by each Grantor it to the Administrative Agent (for the benefit of the Secured Parties and, to the extent provided for in Section 10.1, for the benefit of the 2037 ASC Debentures Holders) pursuant to this Security Agreement in respect of the Pledged Collateral in which the security interest may be perfected by such filings, recording and registration are listed on Schedule II hereto. Each Grantor represents and warrants that all such filings, registrations and recordings have been delivered to the Administrative Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule II7 annexed to the Perfection Certificate (to the extent required to be listed on the schedules to the Perfection Certificate as of the date this representation is made or deemed made). Each Grantor Pledgor agrees that at the sole cost and expense of the GrantorsPledgors, (i) such Grantor Pledgor will maintain the security interest created by this Security Agreement in the Pledged Collateral as a perfected first priority security interest subject to no Liens other than Permitted Liens and shall defend such security interest against the claims and demands of all Persons (other than with respect to Permitted Liens)persons except Liens permitted under the Credit Agreement, (ii) such Grantor Pledgor shall furnish to the Administrative Agent from time to time (but no more frequently than quarterly) statements and schedules further identifying and describing the Pledged Collateral and such other reports in connection with the Pledged Collateral as the Administrative Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the reasonable written request of the Administrative Agent, such Grantor Pledgor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Administrative Agent may reasonably requestrequest for the purpose of obtaining or preserving the full benefits of this Agreement and the rights and powers herein granted, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC Uniform Commercial Code (or other applicable Lawssimilar laws) in effect in any United States jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Administrative Agent and in such offices (including, without limitation, including the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case law to perfect, continue and maintain a valid, enforceable, first priority security interest (subject to Permitted Liens having priority under applicable Law and the Liens of the ABL Collateral Agent in the ABL Priority Pledged Collateral as provided herein) herein and to preserve the other rights and interests granted to the Administrative Agent hereunder, as against the Grantors and third parties (other than with respect to Permitted Liens)parties, with respect to the Pledged Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor The Pledgor represents and warrants that as of the date hereof the only filings, registrations and recordings UCC-1 financing statement necessary to perfect the security interest granted by each Grantor the Pledgor to the Collateral Agent (for the benefit of the Secured Parties and, to the extent provided for in Section 10.1, for the benefit of the 2037 ASC Debentures Holders) pursuant to this Security Agreement in respect of the Pledged Collateral in which (to the extent a UCC financing statement can perfect such security interest may be perfected by such filings, recording and registration are interest) is listed on Schedule II hereto6 of the Perfection Certificate. Each Grantor represents and warrants that all such filings, registrations and recordings have Such UCC-1 financing statement has been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each applicable governmental, municipal or other office specified in on Schedule II6 of the Perfection Certificate. Each Grantor The Pledgor agrees that at the sole cost and expense of the GrantorsPledgor, (i) such Grantor the Pledgor will maintain the security interest created by this Security Agreement in the Pledged Collateral as a valid, enforceable, perfected First Priority security interest (subject to no Liens other than Permitted Liens and the requirements of this Agreement), except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability, and shall defend such security interest against the claims and demands of all Persons persons (other than with respect to the holders of such Permitted Liens), ) and (ii) such Grantor shall furnish to the Agent from time to time such other reports in connection with the Collateral as the Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the reasonable written request of the Collateral Agent, such Grantor the Pledgor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably requestrequest for the purpose of obtaining or preserving the full benefits of this Agreement and the rights and powers herein granted, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable Lawssimilar laws) in effect in any jurisdiction in the United States jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreementshereby, all in form reasonably satisfactory to the Agent and in such offices (including, without limitation, the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case to perfect, continue and maintain a valid, enforceable, first priority security interest (subject to Permitted Liens having priority under applicable Law and the Liens of the ABL Collateral Agent in the ABL Priority Collateral as provided herein) and to preserve the other rights and interests granted to the Agent hereunder, as against the Grantors and third parties (other than with respect to Permitted Liens), with respect to the CollateralAgent.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor Pledgor represents and warrants that the only filings, registrations and recordings necessary to perfect the security interest granted by each Grantor Pledgor to the Collateral Agent (for the benefit of the Secured Parties and, to the extent provided for in Section 10.1, for the benefit of the 2037 ASC Debentures Holders) pursuant to this Security Agreement in respect of the Collateral in which (to the extent that a security interest therein may be perfected by such filings, recording filing a financing statement or filing the Security Agreement or a short form thereof with the United States Copyright Office or the United States Patent and registration Trademark Office) are listed on Schedule II 1 hereto. Each Grantor represents and warrants that all All such filings, registrations and recordings have been delivered to the Collateral Agent in completed and, to the extent necessary necessary, advisable or appropriateprudent, duly executed form for filing in each applicable governmental, municipal or other office specified in on Schedule II1 hereto. Each Grantor Pledgor agrees that at the sole cost and expense of the GrantorsPledgors, (i) such Grantor Pledgor will maintain the security interest created by this Security Agreement in the Collateral as a valid and enforceable perfected first priority security interest (subject to no Liens other than Permitted Liens Liens) and shall defend such security interest against the claims and demands of all Persons (other than with respect to Permitted Liens)Persons, (ii) such Grantor Pledgor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the reasonable written request of the Collateral Agent, such Grantor Pledgor shall promptly (and in any event within five Business Days or such longer period as may be agreed to in writing by the Collateral Agent in its sole discretion) and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably requestrequest for the purpose of obtaining or preserving the full benefits of this Agreement and the rights and powers herein granted, including the filing of any financing statementsstatements and amendments thereof, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable Lawssimilar laws) in effect in any United States jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Collateral Agent and in such offices (including, without limitation, including the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law Legal Requirements to perfect (to the extent a security interest in each case to perfectsuch Collateral may be so perfected under applicable Legal Requirements), continue and maintain a valid, enforceable, first priority security interest (subject to Permitted Liens having priority under applicable Law and the Liens of the ABL Collateral Agent Liens) in the ABL Priority Collateral as provided herein) herein and to preserve the other rights and interests granted to the Collateral Agent hereunder, as against the Grantors and third parties (other than with respect to Permitted Liens)parties, with respect to the Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor represents and warrants that the only filings, registrations and recordings necessary and appropriate to create, preserve, protect, publish notice of and perfect the security interest granted by each Grantor to the Agent (for the benefit of the Secured Parties and, to the extent provided for in Section 10.1, for the benefit of the 2037 ASC Debentures HoldersCanadian Credit Parties) pursuant to this Security Agreement in respect of the Collateral in which the a security interest may be perfected by such filings, recording and registration Control or by the filing of a PPSA financing statement are listed on Schedule II hereto. Each Grantor represents and warrants that all such filings, registrations and recordings have been delivered to the Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule II. Each Grantor agrees that at the sole cost and expense of the GrantorsGrantor, (i) such Grantor will maintain the security interest created by this Security Agreement in the Collateral as a perfected security interest (subject only to no Liens other than Permitted Liens Encumbrances having priority by operation of applicable Law) and shall defend such security interest against the claims and demands of all Persons (other than with respect to Permitted LiensEncumbrances), (ii) such Grantor shall furnish to the Agent from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the reasonable written request of the Agent, such Grantor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Agent may reasonably request, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC PPSA (or other applicable Laws) in effect in any United States jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Agent and in such offices (including, without limitation, the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case to perfect, continue and maintain a valid, enforceable, first priority security interest (subject to Permitted Liens having priority under applicable Law and the Liens of the ABL Collateral Agent in the ABL Priority Collateral as provided herein) herein and to preserve the other rights and interests granted to the Agent hereunder, as against the Grantors Grantor and third parties (other than with respect to Permitted LiensEncumbrances), with respect to the Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor represents and warrants that the only filings, registrations and recordings necessary and appropriate to create, preserve, protect and perfect the security interest granted by each such Grantor to the Collateral Agent (for the benefit of the Secured Parties and, to the extent provided for in Section 10.1, for the benefit of the 2037 ASC Debentures HoldersCredit Parties) pursuant to this Security Agreement in respect of the Collateral in which the security interest may be perfected by such filings, recording and registration are listed on in Schedule II hereto1.04 to the Perfection Certificate. Each Grantor represents and warrants that all such filings, registrations and recordings have been delivered to the Collateral Agent in completed (and, to the extent necessary or appropriate, duly executed executed) form for filing in each governmental, municipal or other office specified in Schedule II1.04 to the Perfection Certificate. Each Grantor agrees that at the sole cost and expense of the Grantors, (i) such Grantor will maintain the security interest created by this Security Agreement in the Collateral as a perfected first priority security interest and, subject to no Liens other than Permitted Liens and Encumbrances, shall defend such security interest against the claims and demands of all Persons (other than with respect to Permitted Liens)Persons, (ii) such Grantor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral Collateral, in each case as the Collateral Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the reasonable written request of the Collateral Agent, such Grantor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may deem reasonably requestnecessary for the purpose of obtaining or preserving the full benefits of this Agreement and the rights and powers herein granted, including the filing of any financing statements, continuation statements and other documents (including this Security the Agreement) under the UCC (or other applicable Laws) in effect in any United States jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Blocked Account Agreements, all in form reasonably satisfactory to the Collateral Agent and in such offices (including, without limitation, the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case law to perfect, continue and maintain a valid, enforceable, first priority security interest (subject to Permitted Liens having priority under applicable Law and the Liens of the ABL Collateral Agent in the ABL Priority Collateral as provided herein) herein and to preserve the other rights and interests granted to the Collateral Agent hereunder, as against the Grantors and third parties (other than with respect to Permitted LiensEncumbrances), with respect to the Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor represents and warrants that the only filings, registrations and recordings necessary and appropriate to create, preserve, protect, publish notice of and perfect the security interest granted by each Grantor to the Agent (for the benefit of the Secured Parties and, to the extent provided for in Section 10.1, for the benefit of the 2037 ASC Debentures HoldersCredit Parties) pursuant to this Security Agreement in respect of the Collateral in which the security interest may be perfected by such filings, recording and registration are listed on Schedule II heretoto the Security Agreement Disclosure Letter. Each Grantor represents and warrants that all such filings, registrations and recordings have been delivered to the Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule IIII to the Security Agreement Disclosure Letter. Each Grantor agrees that at the sole cost and expense of the Grantors, (i) such Grantor will maintain the security interest created by this Security Agreement in the Collateral as a perfected first priority security interest subject to no Liens other than Permitted Liens and shall defend such security interest against the claims and demands of all Persons (other than with respect to Permitted LiensEncumbrances), (ii) such Grantor shall furnish to the Agent from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the reasonable written request of the Agent, such Grantor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Agent may reasonably request, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable Laws) in effect in any United States jurisdiction with respect to the security interest created hereby and the execution and delivery of Account Control Agreements and Collateral Access Agreements, all in form reasonably satisfactory to the Agent and in such offices (including, without limitation, the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case to perfect, continue and maintain a valid, enforceable, first priority security interest (subject to Permitted Liens having priority under applicable Law and the Liens of the ABL Collateral Agent in the ABL Priority Collateral as provided herein) herein and to preserve the other rights and interests granted to the Agent hereunder, as against the Grantors and third parties (other than with respect to Permitted LiensEncumbrances), with respect to the Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor Pledgor represents and warrants that the only filings, registrations UCC-1 financing statements and recordings intellectual property filings necessary to perfect the security interest granted by each Grantor Pledgor to the Collateral Agent (for the benefit of the Secured Parties and, to the extent provided for in Section 10.1, for the benefit of the 2037 ASC Debentures Holders) pursuant to this Security Agreement in respect of the Pledged Collateral in which (to the extent a UCC financing statement or intellectual property filing can perfect such security interest may be perfected by such filings, recording and registration interest) are listed on Schedule II 1 hereto. Each Grantor represents All such UCC-1 financing statements and warrants that all such filings, registrations and recordings have been delivered to the Agent in intellectual property filings are completed and, to the extent necessary or appropriate, duly executed form for filing in each applicable governmental, municipal or other office specified in Schedule II1 hereto. Each Grantor Pledgor agrees that at the sole cost and expense of the GrantorsPledgors, (i) such Grantor Pledgor will take all action that is necessary so as to at all times maintain the security interest created by this Security Agreement in the Pledged Collateral of such Pledgor as a valid, enforceable, perfected Second Priority security interest (subject to no Liens other than Permitted Liens the requirements of this Agreement), and shall defend such security interest against the claims and demands of all Persons persons (other than with respect the holders of such Permitted Liens that are expressly permitted hereunder to Permitted Liensbe senior in relative lien priority to the Liens of the Collateral Agent), (ii) such Grantor Pledgor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Pledged Collateral and such other reports in connection with the Pledged Collateral as the Collateral Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the written reasonable written request of the Collateral Agent, such Grantor Pledgor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably requestrequest for the purpose of obtaining or preserving the full benefits of this Agreement and the rights and powers herein granted, including (x) the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable Lawssimilar laws) in effect in any United States jurisdiction with respect to the security interest created hereby and (y) the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Collateral Agent and in such offices (including, without limitation, including the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law Legal Requirements to perfect (to the extent a security interest in each case to perfectsuch Pledged Collateral may be so perfected under applicable Legal Requirements), continue and maintain a valid, enforceable, first priority Second Priority security interest (subject to Permitted Liens having priority under applicable Law and the Liens of the ABL Collateral Agent interest, in the ABL Priority Pledged Collateral as provided herein(and to the extent required) herein and to preserve the other Second Priority Liens and related rights and interests granted to the Collateral Agent hereunder, as against the Grantors and third parties claiming a prior security interest in the Pledged Collateral (other than with respect the holders of such Permitted Liens that are expressly permitted hereunder to Permitted Liensbe senior in relative lien priority to the Liens of the Collateral Agent), with respect to the Pledged Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor Pledgor represents and warrants that the only filings, registrations and recordings all filings necessary to perfect the security interest granted by each Grantor it to the Agent (for the benefit of the Secured Parties and, to the extent provided for in Section 10.1, for the benefit of the 2037 ASC Debentures Holders) pursuant to this Security Agreement in respect of the Pledged Collateral in which the security interest may be perfected by such filings, recording and registration are listed on Schedule II hereto. Each Grantor represents and warrants that all such filings, registrations and recordings have been delivered to the Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule IISCHEDULE 7 annexed to the Perfection Certificate (to the extent required to be listed on the schedules to the Perfection Certificate as of the date this representation is made or deemed made). Each Grantor Pledgor agrees that at the sole cost and expense of the GrantorsPledgors, (i) such Grantor Pledgor will maintain the security interest created by this Security Agreement in the Pledged Collateral as a perfected first priority security interest subject to no Liens other than Permitted Liens and shall defend such security interest against the claims and demands of all Persons (other than with respect to persons except Permitted Collateral Liens), (ii) such Grantor Pledgor shall furnish to the Agent from time to time statements and schedules further identifying and describing the Pledged Collateral and such other reports in connection with the Pledged Collateral as the Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the reasonable written request of the Agent, such Grantor Pledgor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Agent may reasonably requestrequest for the purpose of obtaining or preserving the full benefits of this Agreement and the rights and powers herein granted, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC Uniform Commercial Code (or other applicable Lawssimilar laws) in effect in any United States jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Agent and in such offices (including, without limitation, including the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case law to perfect, continue and maintain a valid, enforceable, first priority security interest (subject to Permitted Liens having priority under applicable Law and the Liens of the ABL Collateral Agent in the ABL Priority Pledged Collateral as provided herein) herein and to preserve the other rights and interests granted to the Agent hereunder, as against the Grantors and third parties (other than with respect to Permitted Liens)parties, with respect to the Pledged Collateral.